Westport Fuel Systems Inc

Good morning, my name is Sintu and I will be your conference operator today. At this time, I would like to welcome everyone to the Westport Fuel Systems Q3 2023 conference call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you would like to ask a question during this time, simply press star, then the number one on your telephone keypad. If you would like to withdraw your question, please press the star, then two. Thank you. Ms. Ashley Ngo, you may begin your conference.

Thank you. Good morning, everyone. Welcome to Westport Fuel Systems' third quarter conference call for the 2023 fiscal year. This call is being held to coincide with the press release containing Westport's financial results that was issued yesterday. On today's call, speaking on behalf of Westport, is Interim Chief Executive Officer and Director, Tony Gugelman, and Chief Financial Officer, Bill Larkins. Attendance on this call is open to the public, but questions will be restricted to the investment community. You are reminded that certain statements made on this call and our responses to certain questions may constitute forward-looking statements within the meaning of the U.S. and applicable Canadian securities laws. And as such, forward-looking statements are made based on our current expectations and involve certain risks and uncertainties. With that, I'll turn the call over to you, Tonya.

Great. Thanks, Ashley, and good day, everyone. I'm very pleased to join you on my first call as interim CEO of Westport. Today, I'll provide an update on our strategic objectives before I turn the call over to Bill to walk us through the Q3 results. We also intend to keep our prepared remarks today brief so we can get to the Q&A. I want to start off by hitting some of the key highlights and top-line numbers for the quarter. Key to these is our excitement around our HPDI joint venture with Volvo to accelerate the commercialization and adoption of Westport's HPDI fuel system technology for long-haul and off-road applications, which I'll provide an update on shortly. Touching briefly on our financials, our third quarter results saw improvements in many of our key metrics. Westport delivered revenue of $77.4 million in the quarter, up over $6 million from the same quarter last year. In addition, we continue to deliver improved gross margins both in dollar terms and as a percentage of revenue. We also improved our adjusted EBITDA to negative $3 million for the quarter from negative $4.5 million for the same period in 2022. I'll leave it there and let Bill elaborate in a moment on more detail on the financials. in terms of our strategic priorities we remain heavily committed to these priorities including driving sustainable growth in our existing markets unlocking new and emerging markets driving operational excellence and extracting efficiencies through proven capital management now near term the immediate priority is to finalize the hpdi joint venture with volvo and to elevate the financial performance across all our businesses. I also want to walk you through a couple of other recent progresses against these priorities. First, we entered new markets with our H2 HPDI fuel system solution with a proof of concept project with a leading global provider of locomotives and related equipment for the freight and transit rail industries. Now this represents Westport's first application of the H2 HPDI system for the locomotive sector. In our view, the hard to abate medium and heavy duty as well as high horsepower sectors are where HPDI creates significant value. We believe this is an affordable path to decarbonize the rail sector without compromising performance or efficiency. This two-year project will begin immediately and is fully funded by the OEM. Second, consistent with our objective of improving profitability and strengthening our balance sheet, in September, we reorganized our business in India, including our partnership in India, by reducing our stake in our joint venture, Mindo Westport Technologies Limited, from 50% to 24%. We expect to close this transaction by the end of Q1 2024. In addition, we are amending our joint venture agreement to include hydrogen components in addition to CNG, LNG, and LPG components and kits. Importantly, though, the agreement will exclude any HPDI opportunities. Now, while this amended agreement will result in rationalization of local costs, We will maintain participation through the joint venture in a fast-growing market in India and at the same time provide access to low-cost manufacturing footprint through the joint venture. Now, Bill will provide additional details on the financial impact of this transaction in a minute. Now, moving on to an update on the progress on the joint venture with Volvo. Now, I personally had the opportunity over the last month since stepping into this role to meet with Volvo and Westport teams and can tell you that we are in a great place to bring the transaction to successful conclusion. The teams have made great progress on all items and I can say now with confidence, we plan to have the definitive agreement signed by the end of January of 2024 and have the joint venture closed and operational in the second quarter of next year. Volvo and Westport have collaborated for over 15 years and shared the vision of creating sustainable transport solutions. Volvo trucks have been on the road for over five years, utilizing our LNG HPDI system, and we look forward to a long and profitable future with the Volvo team. Now with that, I'll hand it over to Bill to walk you through our financial results.

Good morning. Thank you, Tony. This overview on our financial highlights for the third quarter and the third quarter of 2023, we generate $77.4 million in revenue. That's a 9% increase compared to $71.2 million in the prior year period. This increase was primarily driven by our core business with increased sales volumes in our delayed OEM, electronics, fuel storage businesses, and also increased revenues in the heavy-duty OEM business which were partially offset by lower customer sales in the independent aftermarket and light-duty OEM businesses. Gross margin increased to $13.2 million, or 17% of revenue, in the quarter. This is up from $11.3 million, or 16% of revenue, in the third quarter of 2022. This improvement was mainly due to higher sales volumes across multiple businesses and increased gross margin in our heavy-duty OEM business driven by higher engineering services revenue. However, our gross margin was negatively impacted from higher production costs that continue to impact our business, coming from global supply chain challenges and inflation, specifically in logistics and labor costs. We're continuously working with our customers to pass through the impact of cost increases where appropriate. On the next slide, in the third quarter of 2023, adjusted EBITDA was a loss of $3.9 This is an improvement compared to a loss of $4.5 million in the third quarter of last year. The improvements in revenue and gross margin drove the positive improvements in adjusted EBITDA, which were partially offset by higher selling, general, and administrative expenses from increased trade show activity, during which we highlighted our HPDI fuel system technology in North America and Asia. We recorded higher service costs and increased consulting and legal fees Related to the ongoing project including finalizing our HPDI joint venture with Volvo. We expect to see the higher consulting and legal fee trend continue through the fourth quarter as we move forward with setting up the GED with Volvo. On the next slide, our OEM revenue for the third quarter was up 20% to 52.99 as compared to 44.19 in the prior year period. As a reminder, Q3 tends to be our seasonally slow quarter due to the annual summer production shutdown in Europe. However, despite the seasonally slow quarter, and also as we expected and discussed last quarter, our HPDI system volume in the third quarter significantly increased compared to Q2 of 23, and this was the result of Volvo's release of a more powerful product offering with an extended range. And we expect to see volumes continue to increase in the fourth quarter. We also delivered higher sales volumes in light OEM business, increased sales volumes in electronic and fuel storage businesses, and higher engineering services revenue in the heavy duty OEM business. Offsetting these increases were lower sales to customers in India in the light duty OEM business. First margin in our OEM business expanded in the quarter, increasing to 7.8 million, or 15% of revenue. This is an increase in 4.7 million, or 11% of revenue, in the third quarter of last year. The gross margin increase was largely correlated with the revenue improvements were partially offset by higher production input costs. We expect to see gross margin improvement going forward as we achieve scale for our HPDI fuel system. As LNG fuel prices continue to trend positively against diesel, and as the HPDI engine becomes more available, We expect volumes to continue to improve, with 2.4 being a full quarter with higher volumes. Moving to the LPG side of our business, our global OEM customer for Euro 6 and Euro 7 LPG systems has adjusted their start date for the Euro 6 program, just moving the initial delivery dates from November 23 to January 2024. As a reminder, this program includes both Euro 6 and Euro 7 deliveries and expected to generate approximately 255 million Euro in revenue through 2028. Affordability drives the buying decision in the LPG market. Currently, on average, the cost of LPG in Europe is less than half the cost of petrol or diesel. And our products enable customers to take advantage of these price differentials. The next slide, our independent aftermarket revenue for the third quarter was $24.5 million, down $2.6 million as compared to $27.19 in the third quarter of last year. Lower sales volumes in African and European markets drove the decline, partially offset by higher sales volume in South America. In line with the decrease in revenue, our gross margin declined to $5.4 million, or 22% of revenue, in the third quarter as compared to 6.6 million, or 24% of revenue in the prior year period. Margins were negatively impacted by change in sales mix and inflation in South America. Looking ahead, supportive LPG pricing continues to boost demand in Europe, which is an important area of growth for our company in the years ahead. On the next slide, regarding liquidity, our cash and cash equivalents decreased 8.39 during the quarter, to 44 million. Cash used during the quarter is primarily related to debt servicing payments and purchases of equipment. In the third quarter of 23, net cash provided by operating activities was 1.19. This is a significant improvement from net cash used of 8.69 in the third quarter of last year. The improvement in cash provided by operating activities was primarily driven by the change in working capital. specifically in inventory, accounts receivable, and prepaid expenses. As we previously discussed, we built up inventory to manage against supply chain risk, as well as shortages of raw materials and other components. We've had some success in reducing inventories during the quarter, and we continue to take action to monetize and optimize inventory levels to further free up cash. This will be a net positive for our balance sheet going forward. Looking forward, we have multiple projects and initiatives, either announced or underway, that will have a positive impact on our liquidity. First, our HPDI JV with Volvo is a flexion point for Westport financially and HPDI commercially. Volvo payments for their 45% share of the joint venture include the initial $28 million in an earn out of up to $45 million, which is a clear signal of their commitment to the future growth of HPDI. And that also helps shore up our balance sheets. The JV's focus on driving global adoption of HPDI in the long term, improving efficiencies at scale, while in the short term, we have a partner to share in the required investments, including working capital and capital investments. Clifford will be receiving the initial $28 million following the closing of the JV. Second, as Tony highlighted, We have reorganized our presence in India to streamline the business, consistent with our objective of improving profitability and strengthening our balance sheet. As part of the India transaction, upon closing, we expect to receive approximately $3 million from the sale. Also, we anticipate this reorganization of our presence in India will improve our cash flows going forward. Moving forward, we will continue to be prudent in our liquidity management and multiple steps are being taken to do so. Non-dilutive financing alternatives remain an option as we look to solidify our balance sheets. We continue to do what is necessary to ensure we are adequately and fully capitalized. Based on the work we have done against some of the initiatives I've mentioned here, I expect our cash balance at the end of 2023 to be above $50 million. With that, thank you. I'll turn it back over to Tony.

Great. Thanks, Bill. Just in closing, then, our Our products are making a material impact on the decarbonization of the transport industry, and the magnitude of this impact will only grow as we get these products into the hands of more customers. Now, while we've made significant progress against our key strategic priorities in the quarter, we recognize that we do have more work ahead of us. Before we open the call to Q&A, I just wanted to provide a brief update on our CEO search transition. Getting the right person for the role is obviously a priority for the board, but this does take some time. The status is ongoing, and we will have additional details for you as soon as we can. I want to stress, though, that through this transition, as interim CEO, I'm fully committed to executing against our outlined priorities. And with that, I'll turn the call over to the operator to open the call for your questions.

Thank you. Ladies and gentlemen, we will now begin the question and answer session. Should you have a question, please press the star followed by the one on your touch-tone phone. Our first question comes from the line of Chris Dendrinos from RBC Capital Markets. Please go ahead. Your line is open.

Yeah, good morning. Thank you. Good morning. I guess I wanted to begin with the locomotive opportunity and hopefully just get some more color around the opportunity here. How long have you been working on this agreement with this company? What's been the messaging from the OEM on their thought process around hydrogen and HPDI? And then I kind of recognize that it's still very early in this process, but can you maybe discuss just any kind of unique design challenges that you might face with the adoption of HPDI for the locomotive setting? Thank you.

Greg, it's Tony here. Let me take a quick stab at the big picture, and I'll let Bill jump in perhaps on some more details. Just from a high-level point of view, I think what's very exciting for us, and it's actually part, I would say, of a broader theme over the last year or so, which is the opportunity for hydrogen in HPDI as a way to decarbonize without having to change the overall, shall we say, the layout of the engines and so forth. And that's an important point because for us, this is really an opportunity to retrofit the existing locomotive fleets. Some of the numbers we've seen, there's probably over 100,000 installed base locomotives, about over 30,000 of those in North America. And there's only a few OEMs that do this. So, you know, what's unique here is and what this OEM is looking at is effectively retrofitting an existing locomotive, which will have some challenges. And fundamentally, that's really what the project's about over the next couple of years is just to go through that process. So it's a very exciting opportunity as part of the transition to, you know, cleaner energy. which the locomotives, these are very long life assets, not dissimilar to some of the on-highway truck markets. And this is where the hydrogen element of HPDI, I think, can be quite a unique proposition. So we're quite excited about the big picture opportunity. But this is a two-year program, and we'll both learn a lot about this going forward. So that's kind of the big picture. I don't know, Bill, if you wanted to add any color on the specifics around how long this is going on with the customer just to answer some of Chris's other questions. But I'll leave it there at the high level, Chris.

Yeah, we've been looking at the locomotive market for many, many years. Wabtec, we're excited to partner with them on this process. Typically, these are fairly lengthy conversations before getting to this point, and we're excited about the opportunity. Just to add a little bit more, Tony mentioned this isn't going to be a new build. This will be what I expect to be a retrofit. Typically, these engines, they get overhauled about every 14,000 to 15,000 hours, so that's about every So that's the opportune time to retrofit and integrate our technology on the engine platform. So there's a natural cycle there to do the installations. Actually, it's from a technical standpoint. We're just dealing with bigger injectors, more fuel flow. So the packaging is not going to be that challenging. As a matter of fact, it should be. a little bit easier because we're going to have a larger packaging to put our technology in. And then, of course, ultimately, you're going to store the fuel probably in a tender car behind the locomotive. So from a fueling standpoint, I think it's less of a challenge. So as I mentioned, this can be a two-year project, and it could turn into a significant opportunity.

Great. Yeah, thank you for all that color. I guess as my follow-up and sticking with the HPDI here, you mentioned volumes with Volvo were maybe picking up some. I know previously there were some dynamics around a changeover to a new model with that Volvo truck, and that was kind of weighing on things maybe a little bit in your term. Can you maybe just provide a bit more color on sort of what the messaging from Volvo has been as of late and sort of expectations going forward if there's been any kind of changes in the past couple of months.

Thanks. I think Volvo is committed to HPDI. They're very excited about HPDI. In fact, there was a podcast, one of their technical leaders did, and again, they mentioned HPDI in their technical podcast. We're really excited and believe in HPDI technology. So you know, one of the biggest takeaways is just, you know, just having that vote of confidence in our technology is, you know, the right solution for decarbonizing in the transportation industry. So, you know, we, as we mentioned, you know, as we get kind of the switchover, we did expect a lower decline in our union clients in the second quarter. We started seeing, you know, the ramp up in the third quarter, still a partial quarter of the summer shutdown. And so we expect that to continue to increase in the fourth quarter, even with the slower holidays, slower sales during the last couple of weeks of the year. We're really excited and motivated to continue to increase and drive demand for this product.

Okay, great. Thank you very much.

Thank you. Our next question comes from Colin Rush from Oppenheimer. Please go ahead. Your line is open.

Thanks so much, guys. Can you give us an update on where things are with Waychi and, you know, the HPDI deliveries that you've had in queue here for a little while and how the Volvo relationship may change dynamics with those guys?

First, I'll tackle the second one. The dynamics, I don't think it's going to change. That activity won't go into the JDB. It'll be part of the JDB. So the overall relationship won't change. Regarding wage high, they continue to move forward with their development activities around you know, integrating HPDI, you know, on certain engine platforms as well as certain CASI applications. You know, as of right now, we continue to support these initiatives. And, you know, we're, of course, providing pricing information. But as of right now, we don't have anything else to add other than we continue to support their initiatives and we're there to support, wage high, and supply the HPDI systems and components when they're ready to launch.

Super helpful. Thanks. And the rail application is a nice win. And I'm just curious about the maturity of any other customer conversations around stationary or marine applications. Obviously, there's going to be a role for hydrogen in a variety of areas of the economy and just want to get a sense of how robust the various applications can be for the technology.

I know for the larger applications, HPDI is ideal for those larger applications. We have had some conversations, but nothing substantive that leads to some sort of proof of concept uh, type work, you know, typically just even get to the start line. They are very long years, you know, conversations, you know, with, uh, you know, the, you know, engine manufacturers, the end users, and a lot of, there's a lot of education that goes into it in terms of, you know, the overall, you know, system architecture, technology, and also benefits. Regulation also helps as well, you know, kind of drive interest for, you know, in HPDI technology, you know, as these, you know, larger engine applications, displacements, you know, there's a huge push to decarbonize, you know, especially in the marine, you know, there's been a big push, you know, especially in the ports, you know, and minimize or essentially eliminate the use of bunker fuel. just because of how, you know, the pollution related to that. So, you know, there's always conversations going on. There's a lot of interest, but these are very, very long conversations.

Yeah. If I could jump in, it's Tony here. Bill is calling. You know, just a quick two seconds on the marine market, because it's a really interesting market. And, you know, Bill touched on, obviously, they're one of the biggest polluters out there, particularly in the ocean going and bunker fuel. What's interesting, of course, in marine markets, there's sectors within, you know, so many subsectors. And as you kind of start at the, I'll say the smaller to midsize, there's a lot of the, suffice it to say, some of the engine manufacturers in marine are some names that also were engine manufacturers in some of the heavy duty applications. So, you know, meaning, you know, there's a fair, there starts to be some overlap at the smaller end of the, of the space, so where HPDI can make a fairly significant difference. So Bill's absolutely correct, early stage, but I think there's some interesting opportunities where there's potentially some OEMs who we know already or get to know, particularly not so much on the ocean-going side at this point, but perhaps on the smaller end of the marine scale. So I think some very interesting opportunities there, but early days.

Thanks so much, guys.

Thank you. Our next question comes from Eric Stein from Craig Hallam. Please go ahead. Your line is open.

Good morning, everyone. Good morning, Eric. Good morning. Hey, so, you know, I'm just curious. So this process with Volvo and working towards finalization of the joint venture, You know, I guess part one of the question is, you know, anything you can share how the view of the opportunity has changed as you've gone through the process. And then, you know, really interested in how it accelerates the business beyond Volvo. You know, I know that it's become more commonplace for OEMs to collaborate together. And so just curious your thoughts on what this means more broadly for HPDI adoption.

Eric, it's Tony here. Go ahead. I'll let Bill go first, and then I'll pile on. So, sorry, Bill. Go ahead.

Yeah, I think, you know, I could have somewhat mentioned it.

This is about getting up to scale and scaling the technology and pulling out a cost out of the complete supply chain to make this technology even more and more affordable and attractive compared to, you know, alternative or competing technologies like fuel cells or electrification. You know, that's where the huge benefit is. And, you know, because when you look at the end users, the operators, you know, they know their cost per mile. You know, they're very economic driven. So they're looking at what is the upfront cost. what's the fuel price differential, then ultimately what's the payback period for converting or buying a truck with HPDI system on it. And so it behooves us to scale, reduce costs, which ultimately reduce the end cost of the customer, which will make it more attractive for them. I think that's what it is.

Yeah, Bill's tone here is going to pile on. That's absolutely spot on. I mean, the volume is what's going to drive this. The other dimension to this, if I may just jump in, it was beyond Volvo. We had the opportunity this summer as we were, I say we, the board and management, had an opportunity to spend some time with Volvo back at one of our meetings in Europe. And I'm just speaking from a personal point of view here as a I was actually very impressed with Volvo's vision for this. To your point about there's a changing dynamic and how OEMs are working with each other. Volvo has a number of other partnerships. Europe, there's many of these where, shall we say, parties that you wouldn't normally expect to be doing business together are. Volvo, at the most senior levels, indicated to us that unequivocally, you know, their objectives is to make this joint venture a successful business, which would, by definition, they're looking at the opportunity well beyond their own needs for their internal products. So I can say, you know, with great confidence that of all those on the same page who want to make this a global, make this joint venture a global leader in HPDI. So there'll be other OEMs, obviously, that we intend to take it to and There's a number of them that we're talking to already who looked at this product. So no hesitation in saying this is going to be a well beyond just Volvo. But as Bill says, it's really at the end of the day, the more product that we can move, the better pricing that all of the OEMs in Volvo in particular can enjoy. So spot on, this is a different model, but one that we're well aligned with Volvo on.

Okay, got it. That's helpful. And then maybe just specific to Volvo, I mean, good to hear the color and thanks for it on, you know, the fact that you really just got a partial impact on the volume side from this new engine launch with HPDI and growth going forward. I mean, obviously with the joint venture, you're now going to have a much more motivated partner. Can you update on maybe Volvo's geographic expansion plans? I know Canada was a spot that potentially might be a little easier to get into just from a regulatory perspective, but maybe how Volvo is thinking about that as well.

I can tackle it. I know there are, you know, as we go through and we're working on the business plan for the GED, and this is not, this is a long-term business plan. And in there, you know, we're looking at what are the opportunities? What are the various markets? Yes, we're predominantly in Europe today. There's been a few trips that have been imported into Canada that are running around. But we are continuing to evaluate all the markets globally and where is the opportunity. And together with our partner, we will bait those into our business plan. So yes, we are looking at every opportunity in making that assessment. Clearly, there are going to be opportunities in North America, but we're going to have to make an investment in the technology to bring that vehicle, to bring an application to North America, and that's something that we'll have to work together with our partner and ultimately allocate capital for the And that's one. There's a lot of other opportunities out there that, you know, we will continue to evaluate with our partner. But again, you know, as you mentioned, you know, Eric is, you know, we've got a motivated partner now to make this as successful as possible.

Okay, that's great. I'll take the rest offline. Thanks.

Thank you.

Thank you.

Thank you. Our next question comes from Samir Joshi from HS Wainwright. Please go ahead. Your line is open.

Yeah, good morning, Tony, Bill. Sure. In terms of improving margins on the OEM business, can you give a little bit more insight into how the discussions on price increases are going? And also, if prices are increased, when should we see the impact of that on the gross margins going forward?

Okay, it was a little bit hard to hear, but so improving margins in the OEM business, a big chunk of that is just mix, you know, of where, you know, our revenues are generated. That's one. You know, as I mentioned, with the heavy duty OEM, you know, we did have quite a bit of engineering services revenue, which helped improve margin. You know, we are looking through our supply chain to, one, try to reduce costs and try to mitigate any potential future cost increases, but also having conversations with our customers about, you know, price increases. So, you know, Mix does have a big impact on that. Also, you know, organizationally and operationally, you know, we're looking internally at our operations, and, you know, we are taking steps to reduce our cost structure uh you know primarily in europe where a lot of our manufacturing activities are uh and you know we're also looking at uh you know where you know our essentially our main section footprint and we've done some you know consolidation of smaller operations into our existing facilities so so we're tackling it from multiple angles from the supply chain to you know, internal production in delivering the product and then also pricing. So, you know, that's an ongoing effort.

Yeah, thanks, Bill. It's Tony and Samira. I just want to, you know, I'll just add a little color to you. I certainly, you know, over the last 12, 18 months, you know, supply chain's been an issue. Cost pricing's been an issue. You know, some of those supply chain pressures, some of them continue to exist, but that's starting to alleviate somewhat I think to the other point that I'd want to make, and I kind of commented in my highlights, the two big priorities for the company in the near term, one, of course, is getting the Devalvo JV closed, as I mentioned. And the other one is improving the financial performance and margins. There is a discipline there. needed. While we're certainly, you know, seeing good revenue growth, we're not going to be, you know, we not and never were chasing revenue at the expense of margin. But Bill, I got to say, Bill and his team have done a great job of instilling and changing a bit the discipline around pricing in terms of ensuring that we're you know, working with our customers, but ensuring that we can push through as much of the price pressure we've seen. And that really, frankly, has had as much as the biggest impact, including Mix, but also the biggest impact in the last year has been on having some, you know, hard conversations with customers. And I can say that we're starting to see the benefit, and we'll continue to do so. But having said that, you know, there has been a bit of an alleviation on the supply chain. And as Bill said, we're taking some – have taken steps and will take steps to further – improve our manufacturing footprint and efficiency, which will help gross margin as well.

Thanks. Thanks for that, Tony. Just staying on the cost front, I think maybe I missed it, but was there any more details given on what level of savings to expect from the India JV sort of reduced responsibilities in terms of dollars? And when should we see that impact by 2Q of next year, 3Q of next year, or impact or benefit, I should say?

I'll take that, then I can let you chime in. We didn't put out specific dollar amounts. We've had a long relationship with our partner, and looking at the Indian market, it's a very attractive market. We've got a great partner there. We looked at how do we address this market to take advantage of the growth opportunity And, you know, hence we did, you know, the restructuring and, you know, our relationship with Minda to take advantage of that and the leverage, which will, you know, help improve our cash flows. And that's essentially going to, I think, you know, we'll start seeing some benefit in Q4, but, you know, we will, you know, we'll start seeing, you know, the true benefits next year in that new relationship.

And just one last one, maybe. I know the delay from November to January 24 is not a significant delay, but is there any reason for that? And what is the level of confidence that in January the LPG systems for Euro 6 will start production?

Yeah, it's, you know, this

It doesn't surprise me. You know, it happens all the time. It is a two-month delay. You know, it's just, you know, trying to get productions up and running, you know, trying to do, you know, all the validation. It just takes time to get through that process. So, you know, I don't have any concerns here with this short delay and, you know, have a lot of confidence that, you know, we'll start, you know, delivering the components to our OEM partner, you know, early next year.

Got it. Thanks. Thanks, Bill. That's all from me. Good luck. Excellent.

Thank you. Our next question comes from Rob Brown from Lake Street Capital Markets. Please go ahead. Your line is open.

Good morning. Good morning, Rob. Good morning. I'm the heavy-duty OEM business manager. you've got the model changeover, you've got kind of the improved feeling price spread environment. I just want to get a sense of how you see that maybe in terms of market share gains or penetration gains into next year. How do you see that kind of turning around? Any sense on the direction there?

I think there's a

couple of market drivers. One, we've talked about the economics, but also the other side of the equation is regulation. And trying to get to kind of a net zero carbon, we're seeing broader use of biogas in addition to just LNG. And I think that'll drive a lot of adoption. It's getting more and more broader market share, you know, and adoption of HPDI and getting the traction of more markets in Europe. So, you know, and having, you know, Volvo as a partner and leveraging their marketing and sales machine, you know, will help, you know, drive that, but also regulation is our friend as well in today's environment in driving that adoption. And, you know, from our side, you know, from a cost perspective, you know, it's, in our best interest to continue to pull costs out of the system to make the, you know, overall upfront investments more attractive for these owners and operators. So, you know, it's going to be really from, you know, a couple different angles that will have a, you know, really a positive benefit on, you know, HPDI adoption.

Okay, great. Thank you. And just back to the Volvo kind of JV closing and timing, I just want to clarify, as that comes through, you get the cash from them and then additional cash through earn-out activity. And are there cash contributions that you need to make ultimately to that JV, or will this be kind of a net cash positive to Westport?

So you're right, so we'll get the upfront $28 million upon closing and when we launch the JV. And then, you know, the earn out, the $45 million will be based on, you know, achieving certain milestones. And, you know, we're actually going through that process right now and standing up the JV. We're working with our partner on the business plan and doing a really, you know, detailed roll-up budget for 24 and beyond. And, you know, that business plan will determine, you know, how much cash will be needed in the JV. And, you know, the partners will contribute their portion on a pro rata basis. So, you know, we're going through that process right now. So I would expect there will be some level, you know, of cash contribution from both us and Volvo to, you know, to make sure the JV is fully funded.

Yeah, I'll just pile on to say absolutely. I appreciate a bit of patience. Certainly, we talked about getting through the signing and definitive agreements and closing. Bill, spot on. One of the mutual deliverables is a detailed business plan, which we presented a first draft. I think it's safe to say we'll have a bit more color at year end and going into early next year on the business plan, maybe a bit more color on the burn, but Yeah, there'll be some mutual investment as we stand this up and get it up and running, but it is expected. Based on the business plan, it won't be a protracted cash investment in terms of the timing. We expect this thing to quickly move to cash flow break-even, but we'll have more color on that in the new year.

Okay, thank you. I'll turn it over.

Thank you. The last question comes from Bill Peterson from J.P. Morgan. Please go ahead. Your line is open.

Yeah. Hi. Good morning, and thanks for taking the questions. You discussed the cash, I guess, exiting the year around $15 million. I guess within that, how should we think about the drivers, especially including working capital here into the fourth quarter? And I guess you mentioned some of the cash things in the prior question. How should we think about working capital or use of cash, at least at the start of the year before the JV is closed? is consummated.

Yeah, I can't comment right now on next year's, but I can talk about through the end of the year and mention this. We have multiple initiatives in place to try to convert our working capital into cash and so continue to bring down our inventory levels. We are seeing some easing in the supply chain and taking a look at our purchasing and trying to bring down the inventory levels and convert that to cash. Same thing with receivables. We're trying to shorten the cash conversion on that and drive down our receivables and drive down our DSOs. We look at that very closely. Also, as I mentioned, we are looking at some debt financing opportunities. over in Europe, and we have a couple of term sheets, actually multiple term sheets in the hand that we are working through that process that will provide additional debt funding to support the operations.

Okay, thanks for that. And I guess just coming back to the JV, so I was wondering if you can provide more information, I guess, as what remains to be ironed out here in the next few months. And I presume these are straightforward based on their commentary and confidence that, you know, it's going to be signed early next year. But I guess, how should we think about a plan B if for whatever reason this doesn't work out? And, you know, along those lines, like what would then be the best means to commercialize and scale HPDI? I mean, are there other OEMs that can, that may be interested in stepping in, maybe even similar to what, I guess, this rail OEM did in terms of funding, you know, funding the efforts?

So it's Tony here. I'm not going to take the bait on what happens if it doesn't close per se, but I will say that, and I say it's with confidence, I don't think there's any concern that we're not going to get to closing. The signing of definitive agreements, which is really, we'll call it a signing and closing, is really a two-step. The definitive agreements are very close on signing. There's not a lot. There's a couple of issues we need to work through, but I would expect we're very close on those. The reason why for the delay in closing is nothing to do with any additional negotiation to be done. It's just going to be literally working through the carve-out of the business out of Westport, including our large engineering team that will be moving over setting up the legal entities, getting the assets transferred in. So the delay, I'll say the delay, the time frame between today and closing in Q2 next year is frankly just the time it's going to take to execute on it. Now, I said I wouldn't take debate on it. We have all the confidence that we're going to close with Volvo. But theoretically, sure, there's lots of other OEMs who probably We're interested to see what we've done, and I'm sure that wouldn't be a concern. We would continue to execute and grow this business with or without, but I just want to say unequivocally we have confidence we're going to get there.

Okay. Thanks for sharing the insights. Thank you.

Thank you. There appear to be no further questions. I'll return the conference back to the speakers for closing comments.

Well, great. Thank you, operator. And it's Tony here again. I want to thank you all for joining us today. As you gathered, we're very excited about not just the future business, but we're seeing improvements in our current business. And we are executing, we intend to execute against our key strategies and we look forward to providing you further updates over the course of the next few months. And beyond that, we'll look forward to speaking to you again at our year end in the new year. So thank you very much for joining us.

Thank you. This does conclude today's conference call. Thank you all for attending. You may now disconnect your lines.