Westport Fuel Systems Inc. (WPRT) Earnings Call Transcript & Summary

Thank you for standing by. This is the conference operator. Welcome to the Westport Fuel Systems, Inc. Annual and Special Meeting of Shareholders. [Operator Instructions] And the conference is being recorded. [Operator Instructions] I would now like to turn the conference over to Mr. Daniel Hancock, Board Chair of Westport Fuel Systems, Inc. Please go ahead, Mr. Hancock.

Good day, ladies and gentlemen, and welcome to the Westport Fuel Systems Annual and Special Meeting of Shareholders. This is Dan Hancock speaking, and I'm the Chair of Westport Fuel Systems Board of Directors, and I'm so pleased that you have joined us on this webcast for our virtual shareholder meeting today. This virtual meeting is open to the public by audio and webcast only. Voting and telephone questions are limited to confirmed registered shareholders and duly appointed proxy holders who registered for the meeting ahead of time. Those who are our registered shareholders being those whose shares are held directly rather than through a broker and who registered for the meeting in advance should have received private dial-in information, which should be used to join this call. If you registered in advance of the meeting, but used the guest access dial-in to join, please hang up and rejoin us by way of your private member and pin. This ensures you have the necessary access to telephone voting and participation. You have until the formal portion of the meeting starts to adjust your access, at which time shares present will be recorded and no further votes will be permitted. Anyone, including guests, accessing the meeting by way of the webcast can submit live questions online through the chat window. These questions will be addressed as time permits during the formal Q&A session at the end of the meeting. In order to handle certain voting procedural matters in an efficient manner, we are requesting that all registered shareholders and proxy holders record their votes for the election of our individual directors with our scrutineers in advance. If you are a registered shareholder or proxy holder who has not yet spoken with the scrutineer to record your vote with respect to the election of directors, there will be instructions during the voting on how to alert the scrutineer. We are recording today's meeting, and a replay will be available for anyone unable to attend the meeting. Access details for the replay will be available in a press release accompanying the Annual Meeting results. Joining us today are members of the company's senior management team, which we will introduce momentarily. I would like to introduce the senior leaders present with us today, following which we will conduct the formal shareholder meeting, here a business update from our CEO, David Johnson, and conclude with a question-and-answer session with management. As I mentioned, I'm Dan Hancock, Chair of the Board of Directors, and I have been a member of the Westport Fuel Systems Board since 2017. I would now like to present the members of the Westport Fuel Systems Management on the call here today. David, let's start with you.

Hello. This is David Johnson speaking. I'm the Chief Executive Officer and a Director of Westport Fuel Systems.

Good morning. I'm Richard Orazietti, Chief Financial Officer for Westport Fuel Systems.

Good day. I'm Lance Follett, Executive Vice President of Corporate Development and Chief Legal Officer with Westport Fuel Systems.

Hello. This is Tim Smith, Executive Vice President of Westport Fuel Systems.

Great. Thank you all for being here today. I'll now ask Bruce Hibbard, Westport Fuel Systems External Legal Counsel and acting Corporate Secretary, to lead the formal part of the meeting. Bruce?

Thank you, Dan, and good day to everyone. As Dan noted, I'm Bruce Hibbard, a partner with Bennet Jones LLP and Company's acting Corporate Secretary. I'm pleased to present the formal portion of our meeting here today. Please keep in mind that even though we're using a virtual platform, the normal rules of procedure for corporate meetings will apply. If you wish to participate in the formal meeting, you must be a registered shareholder or a proxy holder. And as per the instructions announced in the company's March 14 Notice of Meeting have preregistered for this meeting and obtained unique telephone access for use in both voting and participation. If you are a registered shareholder or proxy holder who did not register in advance of entering this meeting, you will unfortunately be unable to vote or participate in the formal portion of the meeting. As an alternative, however, please join the webcast where you can submit your questions online for an answer during the concluding question-and-answer session. Access to the webcast can be found on the company's website at wfsinc.com, that's W-F-S-I-N-C.com. At any time, anyone can reach out to the company as well at [email protected] with questions and inquiries. To ensure we cover the required business, we've prearranged with certain persons to move into second certain motions. This is not intended to discourage participation. At each opportunity for participation, the operator will announce instructions for how registered shareholders and proxy holders can enter the question queue or place votes. During the conduct of the formal business, questions and comments should be limited to the specific proposals that are then under consideration. If you're having any challenges with voting during any period when voting is open, you can press star 4 to be flagged to speak with the scrutineer at the end of the meeting, where you can obtain assistance and confirm your vote are appropriately recorded. The formal meeting will now come to order. I'll ask Jeremy Chan of Westport to act as the Secretary for purposes of this meeting and Diana Wu of Computershare to act as our scrutineer. The meeting materials themselves were mailed out to shareholders and filed online on March 14, 2022, so I will dispense with the reading of the notice of the meeting. The scrutineer has reported the required quorum for this meeting is present because we have 147 shareholders present by phone or by proxy, representing 59.93% of the total outstanding shares. For your information, copies of the financial statements for the financial year ended December 31, 2021, are available in the mailed annual report or on the company's website again at wfsinc.com. Printed copies of that annual report can be also requested by e-mailing [email protected] or calling (604) 718-2046. The first item of formal business today is the election of directors. The Board has fixed the number of directors to be elected at 9. Each of the following individuals have been nominated for election as directors for the ensuing year or until their successors are elected or appointed. Those individuals are Anthony Guglielmin, Brenda Eprile, Dan Hancock, David Johnson, Eileen Wheatman, Karl Viktor Schaller, Michele Buchignani, Philip Hodge and Rita Forst. If there are any other nominations, I will now receive those. Operator, could you support receiving other nominations by registered shareholders and proxy holders on the line?

[Operator Instructions] There are no callers in the queue.

Thank you. Nominations are now closed. Is there a motion?

This is Tim Smith, and I move that the persons nominated be elected as directors.

This is Lance Follett, and I second that motion.

Thank you, Lance. That motion is now open for discussion, if any, by registered shareholders and proxy holders who are on the line.

[Operator Instructions] There are no questions in queue. We can continue.

Thank you. You've heard that motion. And as there is no further discussion, we'll proceed with the vote for the directors. As previously noted, due to conducting this meeting by telephone voting and the requirement to determine individual votes cast for each director nominee, we'll need to receive your votes for each director individually. These votes should have been previously cast with the scrutineer as you entered the meeting. If you're a registered shareholder or a proxy holder who has not yet cast your vote for election of directors, and you wish to have your vote counted, please press star 4 now, and your line will be flagged to speak with the scrutineer at the end of the meeting. While we await those final figures in respect to voting for the nominated directors, I can advise that based on the size of the management proxy vote, which was received prior to the meeting, the nominated individuals have been duly elected as directors of Westport Fuel Systems. The final voting totals for each director will be available in the report of voting results to be issued by the corporation after this meeting, and that report will be available publicly on SEDAR at www.sedar.com. The next item of business is the appointment of auditors. Management has nominated KPMG LLP, chartered accountants, to be appointed as the auditors of Westport Fuel Systems, Inc. to hold office until close of the next Annual Meeting of Shareholders and the Board of Directors has been tried to set their remuneration. Is there a motion?

I move that KPMG be appointed as auditors.

I second that motion.

Thank you. That motion is now open for discussion, if any, by registered holders and proxy holders who are on the line.

[Operator Instructions] There are no questions for discussion in the queue. We may continue.

Thank you, operator. Operator, could you please also provide instructions for voting for the election of KPMG as auditor of Westport Fuel Systems?

Certainly, one moment, while the poll is configured. Telephone voting is now open for the appointment of KPMG as auditors. [Operator Instructions] [Voting]

Voting has closed.

Thank you. While we wait for those final voting figures to be tabulated, I could confirm that based on the size of the management proxy vote received, KPMG has been duly appointed as auditors and that motion is carried. We also have before us today an advisory say-on-pay resolution for consideration approving Westport Fuel Systems approach to executive compensation. The summary of executive compensation is described on Pages 36 through 47 of the information circular for this meeting. This resolution does not have a binding effect but is being conducted on an advisory basis only and it should not be considered to in any way diminish the role and responsibilities of the Board. This resolution is intended to guide the Board of Directors on whether shareholders accept the approach to executive compensation that's disclosed in that information circular dated March 14, 2022. Can I please have a motion?

I move that the meeting accept the approach to executive compensation as described in the information circular dated March 14, 2022.

I second the motion.

That motion is now open for discussion, if any, by registered shareholders and proxy holders who are on the line.

[Operator Instructions]

To be clear, the voting in the queue now is for the say-on-pay advisory vote. Operator, if you could just give those voting instructions again, that would be appreciated.

There don't appear to be any callers in the question queue. So --

We can proceed to the vote then. So people have heard the motion. As there is no further discussion or questions in the queue, let's proceed with the advisory vote. Operator, could you just provide those voting instructions?

Certainly. One moment while the poll is configured. Voting is now open on the advisory say-on-pay resolution. [Operator Instructions] [Voting]

Voting has closed.

Thank you. Based on previous proxies received by the management nominees, I can advise that, that advisory vote is carried as well. Lastly, we have before us a resolution to approve amendments to the corporation's bylaws for your consideration as described in the corporation's management information circular. The specific text of the resolution to be considered is located on Page 11 of that circular. Can I have a motion, please?

I move that the meeting except the amendments to the bylaws as described in the information circular dated March 14, 2022.

I second the emotion.

That motion is now open for discussion, if any, by registered shareholders and proxy holders on the line.

[Operator Instructions] There are no questions in queue. We may continue.

Great. You've heard the motion. As there are no further discussion, we'll proceed with the vote on that motion. Operator, could you again please provide the instructions for voting?

Certainly. One moment while the poll is configured. Telephone voting is now open for the bylaw amendment resolution. [Operator Instructions] [Voting]

Voting has closed.

Thank you. I can confirm that, that resolution has also been carried. We've now reached the end of the formal business of the meeting. Before terminating, however, we'll take a moment to confirm if there are any other matters of business to be brought forward. There will be an opportunity to ask general questions related to the company after the business update and Q&A. So I would ask that you hold such questions that aren't related to the formal business of this meeting until that time. Operator, can you take any questions relating to the formal business of the meeting from the phone line now, please.

[Operator Instructions] There are no matters for discussion in the queue. You may continue.

Thank you. For anyone who did press star 4 during the meeting to obtain voting support, your call will be directed to our scrutineer for support at the end of this meeting. Could I please ask somebody lastly to move the termination of the meeting?

I move that the formal meeting be terminated.

I second the motion.

Thank you. The formal portion of the meeting is now terminated. Thank you. And I would now like to invite David Johnson to provide a short business update, which will be followed by a Q&A session.

Perfect. Thank you, Bruce. 2021 was a year of continued recovery for Westport Fuel Systems, yielding record annual revenue. Our top line growth resulted directly from increased sales to OEM driven by sales of our patented and proprietary HPDI fuel systems to our European OEM partner. HPDI is now beating the competition in Europe and gaining market share due to its superior performance in efficiency compared to trucks with spark-ignited natural gas engines and its capability to deliver all the performance of diesel engines that was dramatically cleaner fuels, that is natural gas and net zero-carbon biogas. Natural gas fuel trucks and specifically truck using HPDI with natural gas and biogas are gaining share in the European market and helping to respond directly to the environmental needs and the regulatory requirements associated with CO2 emissions from trucking. Despite the COVID pandemic and global supply chain disruptions that continue to impact our industry, we remain sure of our path. Our balance sheet today is stronger than it's been since before the 2016 merger of Westport Innovations and Fuel Systems Solutions. While our industry will continue to face challenges, the need for clean, affordable transportation remains paramount, and our products respond directly to that challenge today and will continue to do so for decades to come. Our products are meeting the demands in countries across Europe, Africa and Asia. OEM sales now represents nearly 2/3 of our business, up from 50% before the pandemic. Our HPDI fuel systems are successfully being integrated into more and more heavy-duty OEM engines. As a leading alternative fuel system provider to the passenger car and commercial vehicle segments in India, we continue to respond and grow in this important market. I traveled to India in April and impressed by the trajectory of that market. Natural gas vehicle market share is climbing towards 40%, both in passenger car and commercial vehicles and including India's unique 3-wheeler market. India has today the strongest NGV market share in the world, regulations for low emissions and government support for building natural gas refueling infrastructure combined with customer demand for affordable transportation, have made India an important growth market for natural gas vehicles, and therefore, for Westport Fuel Systems. In 2021, we continued the path towards zero carbon future demonstrate how our HPDI technology works brilliantly with zero carbon hydrogen and it enables the most affordable way to use green hydrogen and long-haul heavy-duty transportation application and other important high-load applications like rail and mining. Two weeks ago, we shared our most recent test results at the Vienna Motor Symposium. And earlier this week, we unveiled our hydrogen HPDI demonstrator vehicle. We're taking hydrogen HPDI to the next level with this vehicle demonstrator, which will be on display next week at the ACT Expo in Long Beach, California. Next, we're taking the truck on a tour of North America to demonstrate the potential of our HPDI technology with hydrogen. We believe we have a disruptive game-changing technology, leveraging existing internal combustion engines with green hydrogen fuel and our HPDI fuel systems. As we push forward through 2022, we'll do so with a focus on the fundamentals of our business, charting our course for principal growth, delivering high-quality and reliable products with innovation and technology to enable a cleaner future. Your company is focused on growth that can deliver a profitable future. Coming out of the challenge in the past few years, we remain confident that this is our decade. The markets are ready, the global regulations are in place and our products and technology remain leaders in providing clean, no compromise results for our customers. Thank you for your time, attention and support. We look forward to any questions you may have for me and my team today and look forward to reviewing our Q1 2020 results with you next Monday. With that, I'll turn it back to the operator.

[Operator Instructions] There appear to be no questions at this time. I'd like to hand the call over to Christian Tweedy.

Sure. A few questions here in the queue, David, could you please comment on the company's North American strategy going forward after the dissolution of the Cummins joint venture at the end of last year?

My pleasure to do so. Thanks for the question. As we view markets around the world, we are a Tier 1 supplier of systems and components for gaseous fuels. And so we take that posture also now as we face North America post our CWI JV. And so what that means basically is we stand to support OEMs who make engine for vehicles to provide those gaseous fuel systems. And so as we do next week at ACT Expo, we're demonstrating in the marketplace what Westport Fuel Systems can do to enable clean, affordable transportation, for fleets and also importantly, for our customers, the OEMs. In the North American market, today, there's a tremendous opportunity to decarbonize. The vast majority of vehicles still run on diesel fuel, a high-carbon polluting fuel. And by transitioning to natural gas, transition to biogas, and transition to hydrogen, all of which HPDI can enable far better than a technology, we're ready to support that market and grow in North America.

Great. David, to you as well. As the company reach -- as the company reaches closer to 2025, which is a pretty significant time period for OEMs, especially in Europe. How does the company feel about a future ramp-up in orders from our current and potential OEM as we get closer to that date?

I think there's -- so it's a great question, and I think this is a very important date on the calendar for us. And I'd also point to the future beyond 2025 with the requirements in 2030 as well as to regulations around the world that are driving the growth of our business, for example, also in India, where the Bharat Standard (sic) [ Stage ] VI emission standards have driven the growth we're seeing right now. So coming back to Europe in 2025, we feel very well positioned to have been in the market with our HPDI systems with natural gas and biogas already now since 2018. So that's really setting the stage and showing what can be done with HPDI in the marketplace with natural gas and biogas. And then with the demonstrations we're making with our hydrogen HPDI, we're showing in the future. So for the OEMs in the marketplace today, [ needing ] to respond to that CO2 regulations, they can see how HPDI is winning the marketplace today, and they can see the potential of hydrogen HPDI for the future, and this is giving them the confidence then to work with Westport Fuel Systems. So I said in my prepared remarks how we're increasingly integrating our HPDI systems into engines. The audience may recall how in January of 2021, we announced work with Scania. And then later in 2021, we announced work with AVL and TUPY. And so step by step, we are increasingly working with OEMs to bring our hardware to their engines, demonstrate the capability with hydrogen, with natural gas and for their customers' fleet operations. So I feel very good about the opportunities going forward. There's lots of work to do, but potential is significant, and we're very well positioned.

Wonderful. One more question in queue. Richard, I'll hand this over to you. Could you just give a sort of rough estimate moving forward on R&D cost towards H2 HPDI in the next couple of years?

Yes. I can't give you specific numbers. Numbers are modest in the single-digit millions of dollars. The one good thing about the development of the product, it's actually working alongside actually the development of the LNG application of it. So in terms of R&D expenditures for the company, we're in that $30 million range per year. It's kind of what our current forecast is.

Great. That's all the questions in the queue, operator.

Thank you all for your questions and your interest in Westport Fuel Systems. You can always reach us at the number previously mentioned, but I'll say it again, (604) 718-2046 or be our investor e-mail address, [email protected]. Dan, over to you.

Thanks, Dave. This concludes our Annual General Meeting of Shareholders. And on behalf of the Board of Directors and management, we thank you all for your participation today.

This concludes today's conference call. You may disconnect your lines. Thank you for participating, and have a pleasant day.