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

Thank you for standing by. This is the conference operator. Welcome to Westport Fuel Systems, Inc. Annual and Special Meeting of Shareholders. 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. Please go ahead, Mr. Hancock.

Thank you. Good day, ladies and gentlemen, and welcome to Westport Fuel Systems Annual and Special Meeting of Shareholders. This is Dan Hancock speaking. I'm the chair of Westport Fuel Systems Board of Directors, and I'm so pleased 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 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 number and PIN. This ensures you have the necessary access to telephone voting and participation. Once again, if you have preregistered but joined using the guest access numbers or the webcast, please dial in using the phone numbers provided in your calendar booking and use the pin provided for immediate access to the official meeting conference call where telephone voting will take place. 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'll introduce momentarily. I would like to introduce the senior leaders present with us, following which we will conduct the formal shareholders meeting, hear our business update from our CEO, David Johnson, and conclude with a question-and-answer session with management. As 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. And David, let's start with you.

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

Good morning. I'm Bill Larkin, Westport Fuel Systems' Chief Financial Officer.

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

Hello. I'm Tim Smith, Executive Vice President and Chief of Staff of Westport Fuel Systems.

Great. Thank you all for being here today. I'll now ask Jeremy Chan, Westport Fuel Systems Associate General Counsel and Corporate Secretary to lead the formal part of the meeting. Jeremy?

Thank you, Dan, and good day to everyone. I'm Jeremy Chan, Associate General Counsel and Corporate Sector and I'm pleased to present the formal portion of our meeting today. Please keep in mind that even though we are 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 proxy holder. And as for instructions announced in the company's March 6 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, 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 website at wfsinc.com. At any time, anyone can reach out to the company at [email protected] with questions and inquiries. To ensure that we cover the required business, we have prearranged with certain persons to move and 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 to or place votes. During the conduct of the formal business, questions and comments should be limited to the specific proposal then under consideration. If you are having challenges with voting during any period when voting is open, you can press star 4 to be flagged to speak with a scrutineer at the end of the meeting where you can obtain assistance and confirm your votes are appropriately recorded. The formal meeting will now come to order. As noted for active Secretary of the meeting and I'll ask Deanna Woo of Computershare to act as scrutineer. The meeting materials were mailed out to shareholders and filed online on March 13, 2023, so I will dispense the reading of the notice of the meeting. The scrutineer has reported that required quorum is present as there were 283 shareholders present by phone or by proxy, representing 50.89% of the outstanding shares. For your information, copies of the financial statements for the financial year ended December 31, 2022, are available in the mailed annual report or on the company's website at wfsinc.com. Printed copies of the annual report may be requested by e-mailing [email protected] or calling (604) 718-2046. The first item of full business 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 the successors are elected or appointed. 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 nominations Mr. Chair, you can continue.

Thank you, operator. The nominations are closed. Is there a motion, please?

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

This is Lance Follett and I second the motion.

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

To submit a question for discussion on the motion of electing the directors please press star on your phone now. We will pause for a moment while we wait for any questions on this motion. There are no questions in the queue. We can continue.

Thank you. We've heard the 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 the individual votes cast for each director, we will need to receive your votes for each director individually. These votes should be -- should have been [indiscernible] cast with the scrutineer as you entered the meeting. If you are a registered shareholder or proxy holder who has not cast your vote for the election of directors and you wish to have your vote counted, please press star, 4 now, and you line will be flagged to speak with the scrutineer at the end of the meeting. We will pause for a moment to allow time for any colleagues to press star, 4, if they wish to do so. Thank you. We will move on. While we wait final figures in respect of the voting for nominated directors, I can advise that based on the size of the management proxy vote received, 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 -- by the corporation after this meeting. 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 the close of the next Annual Meeting of Shareholders and the Board of Directors has authorized to set their remuneration. Is there a motion?

I move that KPMG be appointed as auditors.

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

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

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

[Operator Instructions]

While we wait for the final voting figures to be tabulated, I can confirm that based on the size of the management proxy vote received, KPMG has been duly appointed as auditors and the motion is carried. We also have before us 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 37 to 49 of the information circular. This resolution does not have a binding effect is being conducted on an advisory basis only and should not be considered to in any way diminish the role and responsibilities of the Board of Directors of the corporation. This resolution is intended to guide the Board on whether shareholders accept the approach the executive compensation disclosed in the information circular dated March 6, 2023. Can I have a motion, please?

I move that the meeting accept the approach to executive compensation as described in the information circular dated March 6, 2023.

I second the motion. The motion is now open for discussion, if any, by restored shareholders and proxy holders on the line.

To submit a question for discussion on the say-on-pay advisory -- we'll pause for a moment while we wait for any questions on this motion -- there are no questions in the queue. We can continue.

You have heard the motion, and as there are no further discussion, we'll proceed with the advisory vote. Operator, could you again please provide instructions for voting?

[Operator Instructions]

Based on the previous proxies by the management nominees, I can advise that advisory vote is carried. We also have before us for consideration a resolution to approve to proceed at the Board's discretion with the consolidation of Westport Fuel Systems issued and outstanding common shares as described in the corporation's management information circular dated March 6, 2023. The specific text of the resolution to be considered is located on Page 12 that circular. Can I have a motion, please?

I move that the meeting accept the resolution to approve to proceed at the Board's discretion, the share consolidation of Westport Fuel Systems issued and outstanding common shares as described in the information circular dated March 6, 2023.

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

[Operator Instructions] There are no questions on the que, we can continue.

You have heard the motion, and there is no further discussion, we will proceed with the vote on the motion. Operator, could you again please provide instructions for voting.

[Operator Instructions]

Based on the previous proxies received by the management nominees, I can advise the share consolidation vote is carried. We have now reached the end of the formal business of the meeting. Before terminating, we'll take a moment to confirm if any other matters of business are to be brought forward. There will be no opportunity to ask questions related to the company after the business update, so I would ask that you hold such questions not related to the formal business of the 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, we can continue.

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

I move that the formal meeting be terminated.

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

Thank you, Jeremy, and thank you, everyone, for a successful shareholder meeting there. I want to now give you some updates on the company from a general perspective. I'm glad to take your questions at the end as always. The company, as an important priority is an important work to do. Fundamentally, we have survived a very difficult time over the last few years with COVID and plant shutdowns. And now it's time to move forward with our priorities. Our HPDI business is the fundamental growth enabler of our company, and we need to get that business to a profitable place. So improving margins of HPDI and improving margins across our entire product portfolio is actually critical. We see also now with the advent and the introduction of our hydrogen HPDI, a really important opportunity to achieve that growth trajectory for HPDI in many markets around the world. You see that in Europe, you see that in China. You see that in Asia more broadly and in North America. So in many markets, we're already pursuing important projects with customers that will unleash the potential of HPDI to grow further in the future, achieving the scale we need to achieve the cost we need to achieve the margins we require. More broadly in the company, we're growing into a Tier 1 supplier. As all of you know, our company is born out of mergers and acquisition of entrepreneurial start-ups, either Westport Innovations or Zavoli or print, all these wonderful companies we brought together under the Westport Fuel Systems umbrella. And now as we approach the marketplace, we see the huge opportunity for gases fuels broadly in markets from the smallest vehicles to the large to decarbonize transportation. And our role in that marketplace is to be that Tier 1 supplier, delivering the performance of efficiency, quality and productivity that our customers and their customers demand. And finally, our fourth priority is to manage our capital efficiently. We've done the work necessary to bring all these great technologies and companies together. Now it's time to realize that. And we don't have huge capital expenditures to make, but we do have to make ongoing investments. We need to do that prudently and effectively. Thinking about our strategy as a company, we see 4 key ingredients: fundamentally, driving growth by having great products is #1 on our list, satisfying our customers so they can satisfy their customers in the marketplace with access to cleaner, affordable fuels that decarbonize transportation and provide economic benefits at the same time is fundamental. And that's all about having great products that we can bring to the marketplace. And with those great products, we can then unlock new markets around the world. We talk often about our market in Europe, which, of course, is very important for us. But fundamentally, we see huge opportunities to grow in places like China and India and in developing markets like Africa. Third, being that Tier 1 supplier and having the operational excellence, the product excellence, the quality, the cost structure and the ability to deliver day in and day out for our customers is absolutely critical. And through our growth and through our effective products and our customer relationships will extract more efficiencies and become that profitable company that drives shareholder value accretion. Let me just now turn to the macro enablers that drive our growth. These are all fundamental and each of them has a role to play in our future growth trajectory for the company. Our focus is on low carbon renewable fuels, fuels that make transportation cleaner and more effective going forward. And as those fuels become increasingly available in the marketplace, we can drive growth. So as a real concrete example, LPG, propane, autogas, all the same stuff, 3 different names, is widely available in markets around the world with tens of thousands of fuel stations and is, therefore, one of the key ingredients of our growth going forward as the availability of natural gas, biogas and hydrogen grows, our business will grow too. Underpinning all of that are the regulations that drive manufacturers, drive customers, drive fleet to drive more cleanly will drive customers to us. And fundamentally, today, our products are in the market available now, and they're affordable. Relative to some of the other technologies that are opposed to the marketplace, we see a huge opportunity and a growing opportunity to respond to the market with affordable products available now that meet the regulations and unlock the economies as well as the cleaner environment. Fundamentally, a portfolio of solutions is required to address all the needs of the marketplace, the needs of customers driving personal vehicles, the need of fleet-driven long-haul trucks, clean fuels like propane, natural gas, methane, biogas and hydrogen are all critical ingredients to take us to the next level with respect to decarbonizing transportation. In summary, we have really important plans running right now to improve the performance of our business and our outlook from 2023 and beyond. We'll continue to execute on our strategy to deliver sustainable growth and profitability into the future. The market and regulatory conditions are in place to support the achievement of our objectives and we see that clean fuels and our ability to deliver those clean fuels to the marketplace will help decarbonize transportation and achieve a better world tomorrow. The energy transitions that are happening today are served by Westport Fuel Systems and our growth is in front of us. With that, I'd like to turn to your questions, and thank you again for your support.

[Operator Instructions] We do have one question that's been submitted online. I'm not sure if you want me to read that, but I can do so if you like.

No, that's okay, operator. I'm glad to -- glad to respond on the question. It's a great question. So I'll just read it real quickly so everybody can appreciate the question, and then I'll respond. Since natural gas prices are down 50% year-to-date and LNG prices are down over 57% year-to-date, and the U.S. dollar is down 1.67% year-to-date. These all look like very strong tailwinds for Westport, yet the stock price is quite a bit below the book value of the company. Could you comment on these tailwinds? First of all, let me say, as mentioned in my presentation, the price of fuel, and I'll be even more specifically the price differential between the fuels that we support and serve, clean gases fuels, low carbon fuels relative to what is basically the incumbent in the marketplace, gasoline, petrol, diesel fuels is absolutely critical to our business. We find when that price differential is meaningful, meaning not just a $0.01 or 2, but some meaningful percentage. -- and persistent, this is where the conditions for our sales are most advantageous and create that strong tailwind that the question asked about. So as an example, just in the last period, even in 2022, we saw that the price advantage of LPG in our markets was strengthening. That diesel and petrol prices were rising faster than LPG prices were rising. And so the advantage that LPG holds in those marketplace is very, very substantial. We're talking about as a concrete example, going to a station in Europe and filling up with LPG and saving on the order of EUR 50, every time a car fills up with LPG instead of filling up with petrol. It's a huge driver of our business. So we've seen a strengthening of our LPG business because of that. Turning to natural gas, including LNG. -- the conditions over the last 18 months have been terribly adverse to our business around the world. The war in Ukraine sparked by the Russian invasion has caused and contributed to the rise of LNG prices quite significantly on the order of 6x versus the traditional level of natural gas prices. And as the question asked or it indicates those prices, those commodity credits have come down significantly. And so that's a really good sign for us for sure. And we're starting to see those commodity prices come out at the pump. So as an example, in China, for example, that price advantage that LNG has typically held versus diesel has now been reestablished, and we're seeing that starting to flow through also in the [indiscernible] -- but there's -- there will be, there is and there will be some delay. And that means that basically, the pump prices have to come down and reestablish their advantage versus diesel and gasoline, but they need to stay there so that people can feel comfortable going out and buying a vehicle that uses that lower-priced fuel. And so this will happen, but it does take time. And so there is some lag to the response of the market as our customers see it from that reduction of commodity prices as they get to the pump. And then as customers make their buying decisions for vehicles and those customer buying decisions go on to be affecting our customers and their orders to us -- so overall, we do see it as a tailwind completely agree, and we look forward to that reading through on our share price and seeing the true value that the Westport Fuel Systems has the potential we have in the marketplace as a result. Maybe there's another question.

Yes, there is one more question. Do you want me to read it? Or will you take care of that?

I just see it now and myself, so I'm glad to read it. When -- the question is when, in which quarter do you expect the sales of HPDI 2.0 components to Weichai to start worst-case, best-case scenario. So I think our shareholders know well that we've been on a long journey taking too long to bring this product to market in China, and we're eager to do so. The market is, in fact, recovered, if you will, from the high LNG prices that you were just talking about. And so the stage is set. We are very pleased to see the posted results -- technical results, I'll call them, of our customer, Weichai, where they announced the achievement of 54.16% break thermal efficiency in their engine running on natural gas. This is really, as far as I know, best of my knowledge, a world record for efficiency of an internal combustion engine for heavy vehicle on any fuel and our customer, Weichai posted this with natural gas. So super compelling. Exactly when the sales start. My expectation could be still within this year, but certainly could take longer. And this really is up to our customer and more importantly, their customers. So our customer is an engine manufacturer, and they supply to vehicle manufacturers -- the good news I can share with you is that, in fact, we do see a flow of material, modest flow of material from us to our customers, and we do support our customers, they work with their customers, the truck manufacturers to bring these vehicles onto the road, demonstrating and getting certifications and so forth. And so it is coming, but the exact timing, I will not prescribe it in this call because I don't know. But we're very eager to have that launch and it's important to our business equation, and I do expect it will happen. Maybe there's another question.

There appear to be no further questions submitted online, and there are no questions from registered shareholders or proxy holders on the phones.

Well, thank you all for your questions and the interest in joining our shareholder meeting today. We greatly appreciate your support of the company. You can always reach us on our e-mail address for at [email protected] or a by phone on (604) 718-2046. And so with that, I'll turn it back over to Dan to close the meeting.

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

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