Somero Enterprises, Inc. (SOM) Earnings Call Transcript & Summary

Hello, and welcome to the Somero Enterprises 2024 Annual General Meeting. [Operator Instructions] Please note, today's event is being recorded. I would now like to turn the meeting over to Mr. Lawrence Horsch, Chairman of the Board. Mister chairman please go ahead.

Good morning, ladies and gentlemen. Welcome to the Annual Meeting of Somero Enterprises, Inc. at which all shareholders are entitled to be present and vote on the resolutions to be proposed at the meeting. The quorum for the Annual General Meeting is 1/3 of the outstanding voting shares of the company in person or by their duly appointed proxy and entitled to vote. As the requisite quorum is present, I declare the meeting open. Assuming that everyone has a copy of the notice convening the meeting, with your permission, we will take the notice convening the meeting as read. Is this agreed? All in favor, I?

I.

I.

I.

All oppose, no? We will proceed to convene the meeting as scheduled. The item on the agenda for today's meeting is for the shareholders to consider and, if thought fit, pass the following resolutions in the form set out in the notice convening this meeting. Number one, to ratify the director's report, the annual report and the company's audited financial statements for the year ended December 31, 2023; number two, to ratify the directors' remuneration report for the year ended December 31, 2023; number three, to reelect, John T. (Jack) Cooney as a Class III Director; number four, to reelect Howard E. Hohmann as a Class III director; number five, to reelect Anne Ellis as a Class III director; and number six, to ratify the appointment of Whitley Penn LLP as the auditors of the company for the fiscal year ending December 31, 2024. I will now put the resolutions to the meeting. As the company is a Delaware corporation, in accordance with the company's bylaws, the outcome of the resolution shall be determined by a majority vote provided that the resolutions relating to reelection of directors shall be determined by plurality vote. We will announce the results of the proxy votes received on each resolution. If any shareholder present at the meeting has not previously delivered a proxy, let me know, and we'll also take these votes into account as appropriate. I now propose resolution number one, to ratify the director's report, the annual report of the company, and the company's audited financial statements for the year ended December 31, 2023, as stated in the form set out in the notice convening the meeting. I would now ask Jack Cooney to second the resolution.

Second.

The proxy votes received regarding this resolution were for 25,722,635, against 0, votes withheld 615,884; Chairman's discretion, 0.

I declare the resolution carried. I now propose resolution number 2, to ratify the director's remuneration report for the year ended December 31, 2023, as stated in the form set out in the notice convening this meeting. I would ask Anne Ellis to second the resolution.

Second.

The proxy votes received regarding this resolution were 425,721,257 against 616,222, votes withheld 1,000, Chairman's discretion 0.

I declare the resolution carried. I now propose the resolution number three, to reelect Jack Cooney as Class III director, as stated in the form set out in the notice convening this meeting. I would ask Howard Hohmann to second the resolution.

Second.

The proxy votes received regarding this resolution were 426,337,479, against 0, votes withheld 1,000, Chairman's discretion 0.

I declare the resolution carried. I now propose resolution number four to reelect Howard Hohmann as a Class III Director as stated in the form set out in the notice convening this meeting. I would ask Vincenzo LiCausi to second the resolution.

I second.

The proxy votes regarding this resolution were 426,117,352, against 220,127, votes withheld 1,000, Chairman's discretion, 0.

I declare the resolution carried and now propose resolution number five, to reelect Anne Ellis as a Class III Director as stated in the form set out in the notice convening the meeting, I would ask Tom Anderson to second the resolution.

Second.

The proxy votes received regarding this resolution were 425,887,352 against 450,127, votes withheld 1,000, Chairman's discretion, 0.

I declare the resolution carried and now propose resolution number six, to ratify the appointment of Whitley Penn LLP as the auditors of the company for the fiscal year ending December 31, 2024, as stated in the form set out in the notice convening the meeting. I would ask Jack Cooney to second the resolution.

Second.

The proxy votes received regarding this resolution were 426,336,238, against 0, votes withheld 2,241, Chairman's discretion 0.

I declare the resolution carried. Ladies and gentlemen, that concludes the business of the meeting, and I thank you for your attendance today. I'll now turn the meeting over to Jack Cooney, our CEO, and he will share some thoughts with you about the company. Jack?

Thank you, Larry. Hello, everyone. Thank you for taking the time today to attend. It's very helpful to know that you're being involved and giving us all kinds of advice as we go through the year, and we greatly appreciate that. And things are going very well with us, and we're very pleased to have had this presentation today. And with that, we'll take any questions you may have.

Thank you. [Operator Instructions] And we will now turn it back to management for questions.

Thank you, Rocco. So the first question that we have is relative to our pricing in 2022 compared to 2023 on the large line boom, where it was noticed that there was a decrease in the average price from $250,000 per unit to $360,000 in 2022. Typically, we increase prices every year. And really, what you're seeing is a mix within the boom line. Those products range from $170,000 up to $550,000. And so depending on the mix of our largest machines within the boom category vis-a-vis the smaller line machines, that will have an overall impact on the average price within the boom category. So it's not a true reduction in price, it's mixed. The second question was for us to comment on the use of self-leveling concrete and the impact to the use of our machines.

We haven't seen a whole lot of opportunities for self-leveling concrete utilizing our screeds. So this came to market maybe 15, 20 years ago. But we see nothing on the horizon about going to self-leveling. And it was self-leveling concrete you're really focusing on. It wouldn't be use of laser screeds to level the concrete. So no, we have no application or see any interest.

The next question, please provide an update on the Board's consideration for a formal active share repurchase plan. The Board is still considering a broader share purchase buyback program. As you know, the current authorization is $2 million to offset the dilution impact of our employee program. We continuously consider and monitor the market conditions. And when the time is right, the Board will make a decision on that matter. That is the last question through the webcast. Operator.

Thank you. This concludes the question-and-answer session. Management, do you have any final remarks?

Once again, thank you very much. We appreciate the questions and appreciate your support, and hope you have a great day. Thank you very much.

Thank you. This concludes today's conference. We thank you all for attending today's presentation. You may now disconnect your lines, and have a wonderful day.