Omni-Lite Industries Canada Inc. (OML) Earnings Call Transcript & Summary

Okay. I just -- I think I'll start. So ladies and gentlemen, welcome to the annual and special meeting -- the meeting of the shareholders of Omni-Lite Industries Canada Inc., the corporation. My name is David Robbins, CEO of Omni-Lite Industries Canada Inc. and I would like to welcome all of you here today on behalf of the corporation and thank you for attending. I would like to introduce Roger Dent, who will act as the Chair of the meeting.

Thank you, Dave. Meeting will now come to order. I will ask Zachary Wallace of Peterson McVicar LLP to act as Secretary of the meeting. I requested that [ Elisa Roe ] a representative from Computershare Investment Services, Inc., the registrar and transfer agent for the corporation's shares to serve as scrutineer for the meeting. If there is anyone here who has not registered with a scrutineer, would you please do so now? I have the scrutineer's preliminary written report on attendance, which indicates a quorum of not less than 2 persons who are entitled to be voted as required by Section 10/11 of the corporation's bylaws. Unless there are any objections, I will dispense with the reading of the report. Before commencing with the business of the meeting, I would like to comment on the voting procedures. Shareholders will be asked to pass certain resolutions. A simple majority of affirmative votes cast in person or by proxy will be required to pass the ordinary resolutions to be heard today at the meeting. A super majority representing 2/3 of the affirmative votes cast in person or by proxy is required as special resolutions to be heard in the meeting today. Unless a poll is requested or otherwise required, voting will be conducted by saying aye and each shareholder entitled to vote will have one vote. Shareholders wishing to raise questions or comments pertaining to the business for the meeting should speak up and when recognized by the Chairman, address their comments to the Chairman. There will be additional time for general questions and comments following the conclusion of the formal meeting. The notice calling this meeting was sent on November 1, 2022, to registered shareholders and non-objecting beneficial owners of record as of October 19, 2022. I have proof of mailing and is available for inspection on request. Unless there are any objections, I will dispense with reading of the notice of the meeting. I now declare the meeting to be regularly called and properly constituted to the transaction business. As set out on Page 13 of the Corporation's Information Circular, the first item of business is for the shareholders to receive the audited financial statements for the financial year ended December 31, 2021, together with the auditor's report thereon, copies of which were mailed to shareholders who so requested. I now place these before the meeting. Unless anyone objects, I will now ask that someone move and someone second the resolution that the auditor's report be taken as read.

I vote move the resolution.

Second?

Second.

Dave seconds, all in favor?

Aye.

Aye.

[indiscernible] attending?

Aye.

The motion has been carried. As set out on Page 14 of the circular, the next item of business is to fix the number of directors at 5. Unless anyone objects, I will now ask that someone move that the number of directors be fixed at 5. And I will make that motion.

Seconded.

Jan, I will ask all those in favor to signify by saying aye.

Aye.

Aye.

Aye.

Opposed, if any? Motion has been carried. As set out on Pages 14 and 15 of the circular, the next item of business is the election of directors. The names of the 5 nominees to the Board of Directors in the ensuing year are set out in the Corporation's information Circular. I declare David Robbins, Charles Samkoff, Roger Dent, Patrick Hutchins, and Jan Holland to be nominated for election to the Board. Only the election of those persons named in the Corporation's Information Circular may be voted or by proxy. Registered shareholders present at the meeting may cast their votes for the election of any other person nominated from the floor. Other than management's nominees named in the information circular to this meaning, no one has been nominated in accordance with the procedures set out in the company's advance notice bylaw. Accordingly, no further nominations will be accepted. I hereby declare the nominations closed. Would someone move therefore, a resolution for the election of the persons nominated as directors?

So moved.

Jan moved. Second?

Second.

Dave seconds. The motion is now open for discussion. If there's no discussion, I will ask those in favor to signify by saying aye.

Aye.

Opposed, if any?? The motion has been carried. I declare the motion carried and nominations are now closed. This looks like an unnecessary part of the script. I now declare David Robbins, Charles Samkoff, Roger Dent, Patrick Hutchins and Jan Holland to be elected as directors of the corporation to hold office until the close of the next annual meeting of shareholders of the corporation or until their successors are duly elected or appointed in accordance with the provisions of the corporation's bylaws. As said on Page 16 of the circular, the next item of business is the appointment and the remuneration of auditors in corporation. Can I have a motion that MNP LLP chartered accountants, be, and they are hereby appointed the corporation's auditors until the next Annual General Meeting of shareholders following this meeting with remuneration to be approved by the Board of Directors.

So moved.

Jan moves. Second?

Second.

Dave seconds. The motion is now open for discussion. If there is no discussion, I will ask all those in favor to signify by saying aye.

Aye.

Aye.

Aye.

Opposed, if any? The motion has been carried. As set out on Page 16 of the circular, the next item of business is to ratify and approve the continuation of the corporation stock auction plan. The auction plan is a 10% rolling stock option plan, whereby the number of common shares available for issue or issue funds should be is equal to 10% of the issued and outstanding common shares. Can I now have a motion for the approval of the corporation's option plan?

Moved.

Moved. Second?

Second.

Second.

The motion is now open for discussion. If there is no further discussion, I will ask all those in favor to signify by saying aye.

Aye.

Aye.

Aye.

The motion has been carried. As set out on Pages 16 to 18 of the circular, shareholders are asked to consider and if deemed advisable, to pass a special resolution authorizing the corporation to amend the articles of the corporation to modify the authorized capital corporation by creating a new class of preferred shares, which may be issuable in series and authorizing the Board to fix the number of shares in each series and to determine for each series the designation of rights, privileges, restrictions and conditions attaching to the shares of each series at the time the shares are issued as more particularly described in the circular. This resolution is a special resolution that requires the approval of at least 2/3 of the votes cast there on by the shareholders in person or by proxy at the meeting. I've been advised by the scrutineer that the proxies deposited for the meeting have been voted in favor of the new class of preferred shares. Can I now have a motion for approval to amend the corporation's articles pursuant to Section 160D 1E of the Business Corporations Act Ontario by creating a new class of preferred shares as more particularly described in the circular. Motion is now open for discussion. If there's no discussion, I'll ask all those in favor to signify by saying aye.

Aye.

Aye.

Aye.

Opposed, if any? The motion has been carried. We now have concluded the formal business of the meeting. Is there any other matter a shareholder wishes to raise? If there's no further business to be brought before the meeting, I will now call for a motion that the meeting be terminated following which we will be available to address shareholders' questions.

Motion.

Second.

Second.

Second.

The motion is now open for discussion. If there's no discussion, I'll ask all those in favor to signify by saying aye.

Aye.

Aye.

Opposed, if any? I declare the motion carried and the meeting terminated. Thank you for attending.

So I'd like to take this opportunity just to add a bit of an overview of status, if you will. So Omni-Lite has been active over the last 12 months, taking steps toward our long-term strategic and financial goals. We started the year with the acquisition of DP Cast, which together with Omni-Lite core business and Monzite business have taken an important step to help realize Omni-Lite's vision to build a leading platform manufacturer precision engineered components. Our primary priority starting the year were on customer engagement and new product wins, integrating DP Cast into Omni-Lite business systems and improving our manufacturing efficiencies through automation and employee training across all our businesses. Although there were no one single product win, our customer engagement efforts resulted in many new product wins, largely from leveraging our track record of delivering high-quality performance products, responding to needs with relatively short lead times and our engineering support to ensure product needs most -- the very exacting needs. So the positive book-to-bill and leaving the year with 1.5x the backlog levels compared to entering 2022 are signs of validation of the opportunity to support our growth goals in the coming years. So with commercial aircraft production rates predicted to be up 25% in 2023, missile defense program development and funded program support, coupled with recently booked new product wins positions us with an improving and positive growth outlook heading into 2023. We also continue to explore the landscape for strategic acquisitions in vertical manufacturing operations, which enable [indiscernible] value components at horizontal complementary manufacturing technology.

So that wraps up all the prepared remarks. Any questions from anyone on the line? All right. Well, we will call this meeting adjourned. Thank you for all that have attended.

Thank you. Have a good day.

Thank you. Bye-bye.

Bye.