Photocure ASA (PHO) Earnings Call Transcript & Summary

Welcome to ordinary general meeting of Photocure ASA. My name is Jan Egberts, and I'm the Chairman of the Board of Photocure. With me here today are our CEO, Dan Schneider; as well as our CFO, Erik Dahl, as well as our company's council, [ John Fredrick Johnson ]. The company's auditor is also present as well as the Chairperson of the Nomination Committee, Hans Peter Bøhn. Due to the situation with respect to COVID-19, the general meeting will, this year, just like last year, we conducted as a webcast. Shareholders as well as the auditors and some of the management and the Board, including myself, will participate in my webcast. Folks have been a lot of ingesting advance, and thank you for that as well as by proxy with voting instructions for all the matters on the agenda. There are no changes to the previously announced agenda. Our company's PPS, account manager, Nordea and the is here in person and assist us with the registration of the shareholders and the proxies. The first item on the agenda is the presentation of record of shareholders. And I'm handing over now to [ John Frederick ].

The record of shareholders will be presented and attached to the minutes from this meeting. Nordea has finished the registration, and there are a total of 5,256,803 shares represented out of the shares in the company that's 26,820,069. That means that approximately 19.6% of the shares in the company is represented at this general meeting.

The first item is the election of the Chairperson of the meeting and approach to co-sign the minutes. The Board of Directors propose that John Fredrick will chair the meeting. So I kindly ask the shareholders if there are any objections to this. I keep a pause so anybody who's objecting can let them go. I don't hear any objections. So hereby, [ John Frederick Johnson ] has been nominated as the chair of the meeting for today, and he will conduct the meeting.

Okay. Thank you for that, Jan. I'll take over from there. Next item is to elect a person to cosign the minutes together with me as chair. And it's suggested that Erik Dahl is elected to cosign the minutes. If there are no objections to that, this is decided. Pleased to be no objections. So let's move on to Item 4 on the agenda. That is the approval of the notice and the agenda. The notice and the agenda have been sent to all shareholders, and the information and the documents concerning the general meeting have been published on the company's website. And the general meeting has been convened in accordance with the articles of associations and applicable law, and we assume there are no objections to the notice. I will pause for any comments. Seems to be none. We have then completed the constitution of the general meeting and will proceed the agenda. Next item #5 is the approval of the annual accounts and report for the financial year 2020. And the accounts and report, which in their entirety, are included in the annual report published on the company's website, consists of the Board of Directors' proposition to the annual account for Photocure ASA and the group, statements from the Board of Directors and the CEO, the Board of Directors' report on corporate governance and the auditor's report. I will then hand the -- give the word to the company's CFO, Erik Dahl, who will make a presentation of the 2020 accounts.

Thank you. Okay. Just briefly, as a starter, I have to pass through here. Briefly, as a starter, tell a little bit about what you will find in the annual report. It's been out there for 3 or 4 weeks now. But what you will find in the report is very much the same that you found last year. The year in brief, we're talking about -- we have the Board of Directors' report, obviously; some bio for the Board, corporate governance statements are in there, full financial accounts and accounting principles with notes. You have the auditor's report. We also have a couple alternative performance measures that we're presenting. And then finally, we have the ESG report, which is now included in the document, the annual report. A little bit about the numbers. First, the segment performance. We're looking at 2 segments in the company. We have the commercial franchise, which is reflected by the European and the U.S. business, mostly. And then we have also the development portfolio, which is mostly related to the work we're doing with Asieris on Cevira, but also some development on Hexvix/Cysview. Commercial franchise did well, very well in 2020, and keep in mind that we had COVID major part of the year. But still, in spite of COVID, we had a growth in revenue at about 20%. And we also had a positive EBITDA for the year. So NOK 4.2 million positive EBITDA and 20% growth in Hexvix/Cysview revenue. Some of that revenue is driven by the fact that we have included the full revenue for the European operation. We acquired it back from Ipsen October 1. So that has boosted the revenue to a certain extent for the year. But still, U.S. is also above last year, and they are significantly above also in unit sales, 7%. Looking at the development portfolio. Operating expenses very low, and lower than 2019. And you also see on the revenue line that we didn't have any revenue in 2020, only NOK 300,000, but significantly revenue in 2019 and that reflects the milestones and the sign-on fees that we got from Asieris for Cevira. That gives a total EBITDA for the company before restructuring cost, I get back to that, NOK 3.9 million negative compared to NOK 58.9 million in 2019. But then keep in mind, it's NOK 65 million of one-off income from Asieris in the development portfolio that is impacting the 2019 number. Going on with the consolidated income statement. As I said, significant one-off item on -- items on the revenue line, milestones from Asieris, NOK 65 million. You find operating expenses has increased from 2019 to '20, but it had to increase because we took over the European business, and we're now currently building the organization in Europe. EBITDA is, for the year, before restructuring, NOK 3.9 million. We incurred restructuring expenses during the year, and it's all related to the inclusion of the European business, in total NOK 12.9 million for the year. Earnings before tax, negative NOK 33 million, and we have a net earnings for the year for -- on NOK 22.4 million. Looking at cash flow. Operating or operations cash flow, NOK 15.6 million for the year. It's slightly below last year. We have -- however, we were then impacted by the earnings before tax, we were impacted by the restructuring expenses for the year. You see working capital for 2020 developing approximately on the same level as we had in 2019. Investments, cash flow, obviously, very much impacted by the purchase of the rights from Ipsen, 167 -- NOK 166.7 million for the year. And that's impacting, obviously, the total cash flow for the company. However, we were out -- we raised equity, NOK 360.8 million in total financing cash flow, of which NOK 302 million were equity raises and NOK 50 million were loan from -- related to the corona situation. Net cash -- net change in cash increased with NOK 210 million so that we ended the year with NOK 335 million of cash. Finally, balance sheet has changed significantly during the year, and it's all driven by the Ipsen transaction and by the equity -- additional equity and the additional loan. You find customer relationship, which is a result of purchase price allocation, NOK 162.6 million on the asset side, you also find goodwill, NOK 144 million. Tax assets slightly above last year, NOK 49.9 million. So we have a total noncurrent assets of NOK 364 million. Current assets, NOK 412 million, most of that is cash and cash equivalents -- NOK 335 million. And we also had inventory and receivables, NOK 77 million. You see that has increased from 2019. But obviously increased because we have taken back the remaining inventory that Ipsen had on their hand. On the liability side, you'll find shareholders' equity, NOK 508 million. And you find the earnout liability, which is a net present value of calculated future earnout payments to Ipsen, NOK 144 million. You have the loan, NOK 50 million, and you have some other longer-term liabilities and also current liabilities. So in total equity and liabilities, NOK 776 million for total balance. And that is the presentation of the financials for 2020.

Thank you, Erik. We will then move to the voting. I propose that the general meeting approves the account and annual report. On this item, the company has received advance voting and voting instructions for 5,240,839 shares all in favor of the Board's proposed resolution. If there are any questions or comments, the whole thing, we'll wait for them. Doesn't seem to be any. Thus, the resolution is approved by the general meeting. Next item on the agenda, #6, is approval of the guidelines on salaries and other remuneration for senior management. Pursuant to the Public Limited Liability Companies Act, the Board has prepared guidelines regarding salaries and other remuneration to senior management of the company. And the statement is available on the company's website. The guidelines shall be considered and approved by the general meeting and will remain in effect until changed, and shall be reviewed at least within 4 years. The Board suggests that the general meeting approves the guidelines. The company has received a total of 4,965,046 votes for the proposal and 284,793 votes against. And on that background, I will ask if there are any comments or objections to the proposal? Does not seem to be. And thus, against the 284,000 votes, the general meeting has approved the guidelines. Next item on the agenda is a presentation of the company's state of affairs. The orientation will be given by CEO, Daniel Schneider. And after the presentation, there will be time for questions and comments. And I will then leave the scene to Dan.

Okay. Great. Thank you. Erik, are there slides presented? Or will I just speak to him, because I did not see your slides as you were speaking, if you had slides. All right, I'm just going to get started. I'm just going to assume the slides are not presenting. All right. Well, welcome. Disclaimers are in place for today's presentation. Just a real quick recap on 2020. I think it's a story of disciplined, resilience, preparation, opportunism and execution when we could. A year written by COVID, starts and stops. I think at the end of the day, the organization was well positioned to take advantage of opportunities as they existed throughout 2020. And I believe we're in a good position as we launch into '21 and into the future. Some of the highlights, obviously, was a revenue increase, which Erik spoke about, 20%, despite the COVID pandemic. We had 2 waves last year carrying into early 2021. So really 3 waves. We had additional 45 new cystoscopes in the U.S. and the installations continued in 2021, with 12 in the first quarter, and a good strong pipeline as we look out to the rest of the year. We integrated the Ipsen acquisition and consolidated rights to Hexvix/Cysview in all the major markets throughout Europe and own worldwide rights to our product. A cash position of NOK 335 million by year-end. That's up from NOK 125 million prior year, and that's measured in NOK. We managed well through the year. I think the commercial organization responded when things opened. We launched commercial operations in Europe in Q4 on October 1, as we planned, went seamlessly as products was ordered, shipped, billed and cash received. So we're well positioned going into the future. We still make -- still continue to make good progress on key initiatives throughout the world. We're well capitalized to weather the pandemic and fund future company's long-term growth plan. We initiated an agreement with Asieris for launching Hexvix into China, which we expect developments throughout '21 and '22. And additionally, in the fourth quarter, Asieris announced that the first patient was dosed on Cevira, the product that we had out-licensed to them the year prior. So well on their way. So next slide, if you're seeing slides. Just mentioning to the pandemic, we've talked about this at the Q1 earnings. There continues to be starts and stops throughout the U.S., but we are encouraged by certain large cities opening up, beginning to open up, come back, that being New York, L.A., Boston and Washington, DC. These cities did not contribute at the normal contribution rates in the past. New tower installations continued in Q1. And as I mentioned, the pipeline looks strong through the rest of the year. In Europe, we're still in severe lockdowns and restrictions has continued since Q4. We've made limited contacts due to this. About 20% of our customer base has been contacted in some form or fashion due to lockdowns and restrictions. But we do see the markets beginning to soften up. And we expect that we'll be back into the clinics in person by the end of summer, if not sooner. And we've established strong relationships with the KOLs and also the capital equipment manufacturer. Slide 5. Just showing the revenue development over the past 8 years, strong growth year-over-year. Next slide is the U.S. cystoscopes, the placements, particularly in '18, '19 and even 2020 with a COVID year, still remains strong. This bodes well. As you know, the cystoscopes, once placed, have a lag effect as business continues to grow. This is actually a good indicator that future business is what -- and we're well positioned for our future business. Flex, at the present, constitutes -- is growing in terms of placements, and averages around 25% to 33% of placements in any given quarter. Slide 7. Taking a look at the dips throughout last year, the very deep trough of business in April of last year as COVID closed down, particularly the U.S. We rebounded out. We're well positioned. We kept all commercial people on board, anticipating that the markets would open up and that we would have to be there. As you know, cancer doesn't stop despite the COVID's impact, and we are right in that assumption. We are well positioned to recover through third and fourth quarter. There's been another impact of wave -- a second wave through the U.S., but again, making the most of what we could and had positive growth year-over-year. Looking into Q1 on Slide 8, there's this positive development that March rebounded strongly, showing that we're coming out of the dip. The U.S., in particular about 60% of the population have now received the least the first dose. They anticipate majority herd immunity by the end of June. So we expect the U.S. to come back to normal by summertime. Europe, similarly, starting its comeback as well into March. We've all heard about various countries now opening up even for tourism. So we think, again, Europe will return in armor by the end of summer as the vaccinations continue to roll out. Slide 9, key initiatives and -- drive growth in the U.S. Three, in particular, I'll draw your attention to. The contracting strategy is beginning to bear fruit. We started this strategy, second half of last year as a way to accelerate the business, contracting with large integrated delivery networks that have multiple hospital networks, contracting in a volume based, performance-based level, driving more units. We've had a recent win in the Mid-Atlantic region, I'm not obliged to give the name of that institution or IDN because of their restrictions on who they are. But however, did place 5 rigid towers simultaneously, which is fantastic. And we'll continue down that path. We're also looking at large group urology practices and have set a multi-tower placement in the Tennessee Nashville area. We also have a key initiative on veterans affairs. This seems to be a low-hanging fruit for the organization as we place both rigid and Flex simultaneously. We'll continue to focus on that throughout this year and into next. And then peer-to-peer relationships will come back. We anticipate, once we get back to the new sort of new normal, we'll be leveraging some of these key institutions and the key KOLs that are associated with them to drive Cysview use throughout the U.S. Slide 10, showing the rebounds in some of our key growth markets in Europe, Italy, U.K. and France. I mentioned in the earnings report that in the case of U.K. and France, we have also had recent orders for new cystoscopes to be placed. So this -- we're starting to make impacts. Even if limited access, I think, is quite astounding. We expect more impact as we roll through the second half of this year and into 2022. Moving on to Slide 12. I think the key here is talking about strategy shareholder value. All the key elements are in place to address this. Basically, 2 point -- or $1.9 billion total addressable market. Low penetration rates in the U.S. and Europe offer tremendous opportunities because the key success factors are in place. The approvals for the product, both in the surveillance and in the surgical markets. We have acceptance on all major and local guidelines. We announced at the Q1 earnings that Canada has strengthened their guidelines around the use of enhanced cystoscopy using blue Light, and actually named Blue Light Cystoscopy and go further with a strong recommendation based on evidence. This continues to be a strong growth success factor for us. We have access with permanent and favorable reimbursement, but that doesn't end. We continue to fight on behalf of this segment of physicians that are both clinically and economically driven, so that war never ends, but we have got good position throughout Europe and the U.S. We have activated awareness. Patients continue to seek out Blue Light Cystoscopy for the treatment of non-muscle-invasive bladder cancer. And we have accelerated growth rates, as you've seen, pre pandemic and even through the pandemic, I would argue that the demand continues to be there, the underlying demand. Once things return to normal, that will reveal itself once again. Slide 13 is reminding everyone of our overall strategy. We're right now in the accelerate-expand stage; acceleration with our current products in our current markets and expanding geographically. We announced the agreement in Chile. We announced the agreement in China. We'll continue to look for other partners throughout the globe with markets that are low and accessible and lucrative for Photocure. The next phase is 3 and 4, around the acquire and transformation stages, and that's our becoming a global bladder cancer company with multiple products in our bags and diversifying the risk. So moving on to Slide 15. Anticipated milestones of corporate priorities for 2020. We expect to regain sales -- our prior sales momentum once COVID-19 lifts and is in decline. We will continue our geographic expansion, penetrating untapped European markets and other markets throughout the globe. We'll execute and continue expanding our contracting with group purchasing organizations and key hospital and health systems throughout the U.S. We'll -- you will see presentations and publish additional data on Blue Light Cystoscopy, on Hexvix and Cysview on 2 major conferences coming up, EAU and AUA and other medical conferences and journals. We'll continue reporting on the progress of partner companies and progress. We announced recently that Genotests, who has the rights in Chile, has been accepted for our next bid out review for approval in Chile, potentially leading to an approval this year. No guarantees, both COVID and the Latina government tend not to always stay on track as promised, but at least we know that they're on a fast track status for review. And then, of course, China, Hexvix, as they petitioned for a waiver and hopefully enter the Chinese market into 2022. And we'll continue evaluating strategic product and business opportunities moving forward. And with that, I'd like to close today's presentation. Thank you. Any questions?

Okay. Thank you for the presentation, Daniel. We have not received any questions. So thank you. Of course, there. Okay. Moving further down the agenda to item #8, the remuneration of the Board members and members of the Nomination Committee. The Board of Directors has proposed that the general meeting makes a resolution on the remuneration in line with the proposals made by the Nomination Committee. And I believe we have Hans Peter Bøhn on this meeting to present the Nomination Committee's proposal, if the technicalities are with us.

Yes. Hello, everybody. Hans Peter Bøhn here. There's echo. Please turn off your microphones. Is it better now? Yes, certainly. There has been a little error in the call for the AGM. In the call for the AGM, the figures do not represent the proposal from the -- the correct proposal from the Nomination Committee. I would like to point that out. The Nomination committee in the proposal sees and need for raising the remuneration for the Board across the line because the Board is now -- has 3 members who are on the international market, so to speak, and also the company has a global footprint. So we need to gradually align the remuneration of Board members with that of the international market. For that reason, we have proposed to raise the renumeration for all Board members and the Chairperson by 20% across the line. So our proposal is that the Chairperson is remunerated NOK 620,000 annually and Board members, NOK 360,000 annually.

Thank you, Hans Peter. And also with reference to this printing error, the Nomination Committee's proposal has been made available on the company's website together with the notice, and the Board of Directors' proposal is, as is customary for remuneration, to follow the Nomination Committee's own proposal. Are there any questions or comments to the proposed resolution? Does not seem to be any. On this item, there -- the company has received advanced votes and voting instructions in favor of the proposal, 4,965,046 shares, and there's 280,793 votes against, and 4,000 shares abstaining from voting. So on that background and as there are no objections, the resolution, as proposed by the Board, to follow the recommendation by the Nomination Committee is resolved by the general meeting. Then we have Item 9 on the agenda. That's the remuneration to the auditor for 2020 and accrued fees to the auditor amount to NOK 1,321, 000 for Photocure ASA, whereof NOK 345,000 is related to the statutory audit, NOK 201,000 is related to the attestation services and other audit-related services, and [indiscernible] to the approval of the auditor's remuneration. Seems not to be any. On this item, the company has received advanced votes and voting instructions for 5,067,476 shares for the proposal and 178,363 votes against and 4,000 votes of shares abstaining from outing. So with no objections to the proposal, the remuneration to the auditor is approved by the general meeting. Moving on to Item 10, the election of Board members. And on this matter -- item, the Nomination Committee has also made its recommendation. And it has proposed that Jan Egberts continues as Chairperson, Grannum R. Sant continues as Board member, Johan holder continues as Board member, Johanna Holldack continues as Board member, Anders Tuv continues as Board member, and Anne Worsøe continues as Board member, with a term until the Annual General Meeting in 2022. And we have the Nomination Committee present. And I would like to ask if Hans Peter would like to comment anything further on this item, or if there are any questions.

I'll [ speak to the content ] here. It was the clear impression from the Nomination Committee, talking to major shareholders, that they're very happy with the Board. We also interviewed the management. It seems like the dynamics between the Board and management works well. And all Board members have happily agreed to be renominated. So we propose no changes and what we elect -- have everybody reelected. It's a recommendation. Thank you.

Thank you. Are there any other comments or objections to the proposal? Seems to be none. The company has received 5,143,409 advanced votes and voting instructions in favor of the proposal. There are 102,430 votes against and 4,000 shares that abstained from voting. With no objections to the proposals, the Board election is approved by the general meeting against the 102,000 votes against. Then we have election of members to the Nomination Committee. The Nomination Committee, as customary, made its proposal to the general meeting. And it's proposed that Hans Peter Bøhn continues as chairperson, while Lars Viksmoen and Jónas Einarsson continues as members of the Nomination Committee. And again, I would like to ask Hans Peter Bøhn, if you would want to comment on the Nomination Committee's proposal.

No, not really. We are all willing to be reelected, and we feel that we have a good working relationship with the company and the Board and also with the shareholders. So we're very happy to continue.

Yes. Are there any other comments or objections to the proposal? There seems not to be any. On this matter, the company has received advanced votes and voting instructions in favor of the proposal for -- with 5,245,839 votes. There are no votes against, but there are 4,000 shares abstaining from voting. On that background and without any objections to the proposal, the General meeting has resolved the election of the Nomination Committee. Next item on the agenda concerns notice period for calling extraordinary general meeting. Pursuant to the Norwegian Public Limited Liability Companies Act, it may, in listed companies, be decided that the general meeting, with effect until the next annual general meeting may be called with a shorter notice period of 2 weeks rather than 3. And the Board finds it appropriate that the general meeting makes such resolution to facilitate expedient case handling, if needed. Are there any questions or comments to the proposal? Doesn't seem to be any. On this matter, the company has received 723,279 votes in -- sorry, I was reading the wrong number. It has been received 5,249,789 votes in favor, and there's 50 shares abstaining from voting. Without any other objections or comments to the proposal, the general meeting has made the resolution as proposed. So moving on to Item 13 on the agenda concerning Board authorization to acquire own shares. The Board has an authorization from the general meeting to acquire own shares, which also includes acquisition of charge by agreement in owned shares. The Board has proposed that the authorization is renewed. And the proposal entails that the company may, in one or more rounds, acquire shares with a total nominal value of up to NOK 1,341,000. The highest and lowest purchase price payable for shares acquired pursuant to the authorization is set to maximum NOK 250 and minimum NOK 0.50. It is proposed that the authorization is valid until the next ordinary general meeting in 2022; however, no longer than 30th of June 2022. Shares acquired pursuant to the authorization shall either be deleted in connection with the later reduction of the registered share capital be applied as remuneration to the members of the Board for incentive schemes or as consideration shares with regard to acquisition of businesses. It's also mentioned that such authorizations are customary for listed companies, and Photocure has had such authorization for many years. Are there any comments or objections to the proposed authorization? There seems not to be any on this matter. The company has received 5,249,789 votes for the proposal. There are no votes against, but there are 50 shares abstaining from voting. And without any objections to the proposal, the general meeting has resolved to grant the authorization as proposed. The next matter on the agenda is Board authorization to increase the share capital. The Board's current authorization from the general meeting to implement share capital increases will expire as of this general meeting. And the Board has proposed that the authorizations are renewed. There are 3 authorizations presented in the notice for the general meeting, and we will deal with those separately. So we'll start with the authorization to increase the share capital with up to 15%. The purpose of this authorization is to allow the Board to, if required, secure financing for the further development of the company and/or carry out acquisitions by issuing shares as consideration. Previous years, the Board has had such authorizations to increase the share capital with up to 10%. In 2020, due to the increased threshold for triggering the obligation to prepare listing prospectuses from 10% to 20%, the Board proposed that the authorization should correspond to 15% of the company's share capital. And the annual General meeting in 2021 -- 2020 also resolved such 15% authorization. And on this background, the Board has proposed that the 15% authorization is renewed. The authorization will be valid until the general meeting in 2022, but not later than 30th of June 2022. Are there any comments or objections to the proposed authorization? There seems not to be. And on this matter, the company has received 4,968,946 votes in favor of the proposal. There are 280,843 votes against, and 50 shares abstaining from voting. And with no objections to the proposal, the general meeting has resolved the 15% authorization for share capital increases. The second authorization proposed is a 10% authorization to increase the share capital. And the proposal is made for the event that the Board's first proposal in Item 14 1, which was the 15% authorization, did not get the required majority to be passed. On the basis, that general meeting have now resolved the 15% authorization, there will be no voting on this 10% authorization. It will, however, be noted for the minutes that no additional authorization for securing financing by issuing new shares extending beyond the resolved 15% authorization has been resolved. So moving on to the third authorization to increase the share capital. And this is an authorization that is proposed in relation to the company's incentive program. The purpose is to allow for issue of shares to employees under the incentive schemes. And also the purpose of the authorizations indicates that the preemptive rights for existing shares to subscribe for new shares may be set aside. The authorization entails that the Board shall be authorized to execute one or more share capital increases by issuing in total 750,000 shares with a nominal value of NOK 0.05. And the total amount by which the share capital may be increased is NOK 375,000. As for the already resolved share capital increase authorization, this authorization will also be valid until the annual General meeting in 2022, but in any event, no later than 30th of June 2022. Are there any comments, questions or objections to the proposed resolution? There seems not to be. On this item, the company has received 4,955,996 votes in favor of the proposal. There are 284,793 votes against. And there are 9,050 shares abstaining from voting. And with no objections to the proposal, the proposal has a sufficient majority and is thereby resolved by the general meeting as proposed. And on that note, I reached the end of the agenda. And thank you for staying with us. I will just briefly ask if there's anyone from the company that wants to have a final remark before we adjourn the meeting.

This is an Jan Egberts, the chairperson. I also want to support our -- I want to thank our shareholders for their great support over the past year. There seem to be a bit of an echo on the line. And secondly, I really want to thank our people and management for incredible hard work over the past year. It has been a very difficult year for everybody, and the company did, I think, spectacularly well in these difficult circumstances. And so I really want to thank both management, but in particular, our employees, for their super hard work and dedication. And I think it's only indicative of even a brighter future for Photocure, if you see how we weathered this very difficult storm over the past years. So thanks to everybody. Hope you have a good day. Bye-bye.