Velan Inc. (VLN) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen, and welcome to the 2022 Annual Meeting of Shareholders of Velan Inc. [Foreign Language] My name is James Mannebach, and I will preside as Chair of this annual meeting. My second year as Chairman of the Board of Velan saw the company produced truly impressive results, delivered in a very demanding market. A company that can respond in such a way during the second year of a pandemic should inspire confidence in its future and deserves recognition. Our focus for this next year is on continuing our good momentum and sharpening our execution. I want to begin by thanking my colleagues around the world for their immense efforts throughout the year. Further, I'm truly proud of our health and safety record during this time. While doing this extraordinary work, we took care of one another. That says something important about our culture across our global sites. This year, we also saw a leadership transition at Velan. Bruno Carbonaro, who had been President, assumed the title of CEO on December 1, 2021, succeeding Yves Leduc, who had been the first nonfamily member to lead the company. I'd like to thank Yves for his transformational leadership over the 7 years he was with our company. Bruno is imminently qualified to take us to our next phase of development as a company, and he has my and the Board's full support. I would like to acknowledge 2 Board members who will be stepping down from their responsibilities. Robert Raich made a positive impact in his short time with us. His contributions are much appreciated. William Sheffield has been a Board member at Velan since 2004. He's acted as a trusted adviser to the family while occupying different director roles, including Lead Director when Tom Velan was Chair. His impact over nearly 20 years of service has been significant. On behalf of everyone at Velan, Bill, thank you. In closing, I reiterate my deepest appreciation for the tireless efforts of our colleagues and leaders throughout the world. Keep it up. The momentum we generated reinforces our confidence. I look forward with you to our next step together. Now I'd like to introduce Bruno and [ Ms. Lara Kalpaklion ], who will be assisting us during today's meeting. They are joining us virtually. I'd like to ask [ Lara ] to act as Secretary of the meeting. I now formally call the meeting to order in accordance with the bylaws of the corporation. We intend that the meeting be conducted efficiently and effectively, and I would ask for your cooperation in this regard. Instructions on how to ask questions and the voting procedure will appear on your screen. As with any technology, unexpected glitches may occur. But our service providers for this platform are Lumi, they are very experienced on running this type of meeting will help us out. The proceedings will be translated simultaneously, and you may select the preferred language at the top of your screen. As we move through our agenda to consider each formal item of business, I will give registered shareholders and appointed proxy holders an opportunity to ask questions. [Operator Instructions] When entering your questions, we ask that you state your question as clearly as possible and specify the item of business that your question relates to so that we can ensure it is considered and addressed properly. During the formal business of the meeting, your questions should be limited to the specific motion or item of business before the meeting at that time. All proper questions that are relevant to the item of business being discussed will be read out loud and responded to while that item of business is being -- while that item of business is before the meeting. Today's votes will be conducted by a poll. Every shareholder entitled to vote on the matter has 1 vote in respect of each share held by that shareholder. Shareholders who voted in advance of the meeting do not need to complete the ballot or take any further steps to cast their votes at today's meeting. It will automatically -- I'm sorry, if you do vote by ballot at today's meeting, then that action will automatically revoke your prior vote on any prior proxy granted. On behalf of the Board, I wish to express thanks to those shareholders who have submitted their proxies in advance. Please note that only registered shareholders who held shares on June 2, 2022, the record date for this meeting or validly appointed proxy holders, are entitled to vote at this meeting. If you are not a registered shareholder or a duly appointed proxy holder, you are attending this meeting as a guest. Guests will be able to listen to the meeting but cannot ask questions or vote during the formal part of the meeting. The polls for the election of directors, the appointment of the auditor and any remaining item of business will be open until the end of the formal portion of this meeting. I will provide results of voting at the end of the meeting based on information provided by our scrutineers. The final voting results will be released after the meeting in accordance with our usual practices, applicable laws and stock exchange requirements and will be available under our profile on SEDAR. We now proceed with the formal business of the meeting. With the consent of the meeting, I appoint TSX Trust Company, acting through its representatives, Mathias Jalali and [indiscernible] to act as scrutineer of the meeting. The scrutineer has reported in its preliminary report on attendance, there are at least 61 shareholders and/or proxy holders present at this meeting, representing in person or by proxy 15,566,567 multiple voting shares and 2,804,510 subordinate voting shares, being 96.17% of the total voting rights attached to all shares issued and outstanding of the corporation. A final scrutineer's report on attendance and voting will be filed with the records of this meeting. Now I note that the minutes of the Annual Meeting of Shareholders held on July 13, 2021, have been tabled and will be kept with the records of the meeting. There are a number of items of business to be presented to the meeting. These matters were set out in the notice of annual meeting and the information circular mailed to all shareholders. You'll be asked today to, number one, receive the consolidated financial statements of the corporation for the financial year ended February 28, 2022, together with the auditor's report. Second, you will elect the directors. Third, you will appoint the external auditor and authorize the directors to set the external auditors' compensation. And fourth, transact such other business, if any, as may properly come before the meeting or any adjournment or postponement of the meeting. May the secretary confirm that the proper notice of the meeting has been given.

Yes, Mr. Chairman, notice of this meeting and the circular were duly provided to the shareholders, and I direct that the notice of meeting be annexed to the minutes of the meeting. I've been advised by the scrutineer that we have a quorum. I will table the final scrutineer's report on attendance and voting once it is ready.

I will ask the secretary of the meeting to read the text of the notice unless a motion is made to dispense her from doing so.

Mr. Chairman, I so move.

Does anyone second the motion?

Mr. Chairman, I so move.

The motion is duly made and seconded. Absent any objection, I declare the motion carried. I now declare this meeting to be properly constituted for the transaction of business. Financial statements and the auditor's report. The next item of business is the presentation of our 2022 audited consolidated financial statements, together with the auditor's report thereon. A copy of the 2022 annual report, which contains the audited consolidated financial statements and the auditor's report for the year ended February 28, 2022, has been mailed to each registered or beneficial shareholder who requested a copy. The Board of Directors has approved these financial statements, and the Secretary will now table the annual report. As to the election of directors. The next item of business is the election of directors. The Board has decided that 9 directors will be elected at this meeting and has proposed 9 nominees. Each proposed nominees' biography is included in the circular. I now declare the meeting open for nominations. May I have a nomination for the nominees proposed to be nominated by the Board and by [indiscernible].

Mr. Chairman, I propose the following 9 persons to act as directors of the corporation: James A. Mannebach, Suzanne Blanchet, Bruno Carbonaro, Dahra Granovsky, Edward Kernaghan, Ivan Velan, Peter Velan, Robert Velan and Tom Velan, and move that they be elected directors to hold office until the next Annual Meeting of Shareholders or until their successors are duly elected or appointed.

Thank you. May I have a seconder?

Mr. Chairman, I second the motion.

Thank you. Are there any other shareholders wishing to make nominations for election as directors? I declare the nominations closed. Is there any discussion on the matter? As a reminder, if you have a question relating to the motion nominating each of the directors, please type it in now. If there is no discussion, I now call a vote -- call for a vote on the motion. Please submit your vote on the Lumi platform, and thank you for voting. [Voting]

Thank you again for your vote. The next item on the agenda is the reappointment of the auditor for the ensuing year and the determination of the auditor's remuneration. May I have a motion with respect to the appointment of the auditor?

Mr. Chairman, I move that the PricewaterhouseCoopers, Partnership of Chartered Professional Accountants, be reappointed as auditor of the corporation until the next Annual Meeting of Shareholders and that directors be authorized to fix their compensation.

Thank you. May I have a seconder?

Mr. Chairman, I second the motion.

Thank you. Is there any discussion on the matter? If you have questions, please submit them now. If there is no discussion, I now call for a vote on the motion. Please submit your vote now. [Voting]

This concludes the formal business of the meeting. Polls for all items of business will now close. Following the CEO and President's address, the scrutineer will have completed its tally of the votes and will present the results. I would now ask our CEO and President, Bruno Carbonaro, to provide an overview of our corporation's business since the beginning of the last fiscal year.

Thank you, Jim. I will be speaking French. There are 3 items. First of all, the reminder about the change of governance. And very quickly, the financial results, not only of last year, but also the first quarter of this year. Everything that has been published, we've been publishing the figures a few hours ago, and then we will be going back to a few highlights of last year. So let's go. There it is. So I'm not going to repeat everything that Jim has said already. There are 2 directors that just left after 18 years: Bill and Robert. So yes, they have been supporting us greatly. I really appreciated being able to work with both directors. Now more specifically, there is a change at the higher management level, Board of Directors. I want to thank them. This was quite important for the success of last year, but also for the success of the next few years, what has been achieved. And this transition was very fluid, was streamline, was simple since last December. We want to thank them for that. I want to thank Rishi. He has joined us at the end of last year, and he is now CFO, Financial Director. After Mr. Benoit Alain left, he's quite impressive, and he's been there for just a few months. It's almost as if he's always been there. He really helps us for the financial aspects for the [ valves ] activities of our corporation. Now let's go to the financial results. I'm going to mention what I've mentioned in the annual report. These are both excellent results. It's quite also promising for the future of our company in the future. If we see what's happened, we are quite positive regarding next year. It's quite promising. Now here, we see that we went beyond the $400 million for the first time since 5 years. This is quite an achievement, and this comes with a substantial increase between the raw margin, so there is some profit in our activities, and this is translated by a very good margin of EBITDA. And so we see that it's quite interesting and good to mention, $400 million of raw profit that was done. And also there was a net loss, a certain number of exceptional events, which means there is a loss, but we've had some raw benefit, which has been quite significant. And this shows that our position is quite reinforced, which is quite important, and this allows us to start the year on the right footing. Now if we look at our orders, the list of orders, this is our main indicator of what we can do in the next few months. And so we have over $500 million potentially of orders, amongst that, $321 million to be delivered in the next 12 months. If we see in the last years, the orders, we have not been able to fully replace that. So yes, there is [ 0.0 point 88 -- sorry, 0.88 ], which is this billing orders report over the year. And also the -- our book of orders in the last 2 months have increased, and we can manage our plans accordingly. Now if we see the results of the first quarter of this year, which ended at the end of May, so we see a beginning of the year, which is quite soft, a little bit under our expectations, but in line with the past. And of course, it's in line with our objectives. The -- well, in fact, the profit went down, but our raw benefit is still there, which is quite positive. This means that we are able to deliver, and we will be able to reach our expected profits. Now there is a net loss. This is not a surprise. The good news is that we keep with our orders, which is a normative quarter, which will show that the commercial activity of the remaining of the year will be quite strong. We believe that many projects will materialize near the end of the year. And this brings us despite a net loss, a good amount of treasury, and we have $47.7 million of treasury. This is a decrease. But as you've seen, the fact that we have not delivered exactly what we wanted to deliver. This means that we've increased our production -- ongoing production, and this is somehow weighed on our treasury results. Yes, now I'm -- Yes, so the production will go down, but this will be transformed in cash. And so they are also good news. Let me reiterate this figure, which is very important, EUR 506 million, these are our orders, we've been impacted in our list of orders, which is in euros, our nuclear activities in France. So this is in euros. The decrease of the value of the euro has impacted the overall value. Despite of that, we maintain our list of orders with this ratio of orders over the business figure, which is over 1. This is the second line, which is quite positive. Yes, here is a little technical glitch. I would like to go to the next slide, please. Bear with me, I'm trying to change the slide. There it is. Now let's go to a few highlights of the year, a few success stories what we've achieved. And the first one is about the loyalty of our customers. This is very positive. And -- so for many of our suppliers, this is the example of people that we like to work with. They recognize the value of our portfolio, and we recognize the value of our distribution channels, we are able to work together to present as much as possible to complete line of the Velan products at the right price at the right time. So they -- we work with these people that work in a very specific program and they have been working with [indiscernible] products and other products, we are able to work with them, and we can have win-win situations that allow us to have more visibility, which is quite positive. Now another type of contracts that we really enjoy, these are the [ frame ] agreements. Here's one example with a U.S. -- Florida Power and Light client. This is a scope, which is well defined. The timing is not defined however, but quite from the onset, we agreed on the right pricing, the price [ indiction ] clause. And this year, it was not enough in order to cover the inflation we've seen on raw materials, our inputs. So we have been renegotiating with them, and we have been able to explain the client the right inflation of raw material so that now we have very good margins, margins that are in the contract, and we have a good visibility. What's interesting is that we have some technical news. So these are [ F91 ] devices. So tech people are going to be delighted with these new parts. So we have unique parts now. And then we can talk about the quality of our products, and this quality is now acknowledged. Of course, this way, we have a better visibility in our plants, which is very, very important and positive. Now a third example of loyalty of some of our clients, long-term relations we have with our suppliers. So here, we have a long story with this example, and I'm not going to read everything, but this year, we have been certifying the overall of our Securaseal products until the range of 1,500. So now we are in this pressure class, which is one of the most important, which gives us access to some opportunities. And there are only 2 companies in the world that have this type of certification in our overall line. This gives us access to excellent limitations for certain contracts, not only in North America but also in Europe and in Asia as well. Now the second type of success stories that I wanted to mention is our capacity today to give to our clients the -- all of the possibilities for contracts, we wanted to reiterate that just like last year for a big refinery contract in China, we will be able to deliver. This is a contract where we had 6 different packages, different types of fans. So we have been working with 4 different plants and 1 design office, and everybody was able to give its contribution so that we have been able to deliver at the right time with the right amount of working hours. And for such a big contract, we have been working all across Velan in order to work in the right manner with the right timing. This is something that was quite difficult in a few years, but now this is going to become standard. Another example where we have seen quite a success, this is a project for -- a [indiscernible] project in Egypt. So this was designed in North America. It was sold by our sales office in Germany. And it will be produced in part in Montreal, in part in Italy, and the contract is sold in euros because we give access to the customer to funding in euros so we can have this global vision, and not many corporations in our industry are able to achieve this. So we are really able to answer to complex needs of customers and clients with North American resources but also resources all across -- in other continents. And one last point, we have been talking a lot about the energy transition. And so there, there is the [ nuclear ] market, which is decarbonated. We have been present there for a long time. And there are also the other markets such as hydrogen, natural liquid gas as well, which is less. So we are present on the 3 types of markets. And I will be able to show you that in terms of hydrogen production, we are present not only for these isolation [ vents ] on parts, but also for regulation [ vents ], which are produced in France, and some of them are exported to the U.S. And as we can see on this slide and the next slide, and so Korea -- so these are valves. And so we also have a big market for these valves in Korea and on the world stage, so that we are recognized as a partner on these developing markets, which are markets that will ensure [ fee ] volume in the next few years to come. And now a few news about our innovative projects. So people see us that we are isolation valve producers, also regulation valves. But as you can see on the left side, this is a patent that we hold for this device. And this is very well sold with our whole range of series valves for mining -- for the mining industry as well. So here are some examples. And here, we see a very good example of what we are able to do with this device, which is produced in Europe and which is assembled in Canada, so these valves. Also, we have our range of devices for severe conditions. So as you can see, this is quite significant in terms of sizing of diameter for Class 1,500. It weighs more than 30 tonnes. So usually, some of these devices are very, very small. But we have very, very large devices. We are part of a few companies that are able to do this with the required level of quality, and we are proud of that there is less competition for these types of products. We have been talking last year about these types of acid injection valves for some very specialized processes. So this is for high-pressure acid leach in autoclave. And now last year, it was a design. This year, it's not only a design, but it's also a prototype that has been tested, that has been validated. And the fact that we are able to go for the first commercial offerings. So it's not only blueprints. Is it something that now we can sell? This is very important. It can be sold, and we are innovative. Some questions are -- some clients are asking questions. They said we've seen some valves, which design was not optimized, can you propose something? And this design is optimized. This is something which is patented that will bring a new product on this market. And it's the same thing for this last slide. For the Internet of objects, IoT, the advantage is that we are not working alone. With these types of projects, we here have 3 projects. I'm not going to delve into these projects. They are quite innovative projects. There's a lot of information we could share. But every time for the IoT, it's a combination of us working with other providers that work for controls and activation. And so it's 1 or 2 universities as well, and it's 1 final client. So really, now we are working in the development of products for our clients. And in these 3 projects, 2 in Italy, 1 in France, we have 1 client for which we are developing a new design. He had a question and we wanted to develop and answer something that develops interest, profits and volume, very important. This is how we consider innovation in a very pragmatic way, and we want to deliver. That's it. I'm done about this very quick overview. We don't have much time, but this has been a very interesting year beyond our financial results, and I wanted to conclude under the perspectives for 2023. Of course, our first intention is to continue being relevant on our sales, our capacity to deliver. We still have some work ahead of us, of course. But beyond this, we have many growth opportunities. We've spent a lot of time in the past with different projects in order to come back to an acceptable level of profitability, which is now possible to have 1 operational agenda. We still have some progress to make, but we have our growth agenda, which keeps us very busy. And the third agenda is our capacity to move volumes on every site to ensure the best possible results that we will be reaching higher level, higher returns for our shareholders. That's it. Now I would like to give you back the floor. Thank you. I'm done.

The scrutineer advises that all resolutions have been approved by at least a majority of votes cast at the meeting, in person or by proxy, as required. Accordingly, I declare that all resolutions have been carried. The final voting results will be released after the meeting in the usual format and will be available under our profile on SEDAR. Ladies and gentlemen, this concludes the formal agenda items. Are there any questions? Please submit your questions now. We will take a 1-minute break to receive your questions. Bruno, have we any questions?

No.

Very good. Then may I now have a motion to conclude the meeting?

Mr. Chairman, I move that the meeting be concluded.

Thank you. May I have a seconder?

Mr. Chairman, I second the motion.

Thank you. Absent any objection, I declare the motion carried and the meeting now terminated. Once again, I would like to thank everyone for their participation in this virtual meeting. Enjoy the evening. Thank you again.