Velan Inc.

Good morning. My name is Joelle, and I will be your conference operator today. At this time, I would like to welcome everyone to the 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 1 on your telephone keypad. If you would like to withdraw your question, please press star 2. Thank you. Mr. Rishi Sharma, you may begin your conference.

Thank you, operator. Good morning, and thank you for joining us on our conference call. Happy New Year to all. Bonjour, et merci d'avoir nous joint sur notre appel conférencier. Bonne année à tous. Today, in addition to our third quarter results, we will also discuss two important transactions that position Belen for sustainable long-term growth, improve our balance sheet, and unlock significant value for our shareholders, namely the divestiture of our asbestos-related liabilities and negotiations for the sale of our French subsidiaries. Given the latter, our French businesses have been reclassified as assets held for sale and discontinued operations in our financial statements. Our discussion of operating results will essentially focus on continuing operations unless otherwise specified. Let's start by discussing the disclaimer from our related investor relations presentation, which is available on our website in the investor relations section. As usual, the first section mentions that the presentation provides an analysis of our consolidated results for the third quarter ended November 30th, 2024. The Board of Directors approved these results yesterday, January 14th, 2025. The second paragraph refers to non-IFRS supplementary financial measures, which are defined and reconciled at the end of the presentation. The last paragraph refers to forward-looking information, which is subject to risks and uncertainties that are not guaranteed to occur. Forward-looking statements contained in this presentation are expressly qualified by this cautionary statement. Finally, all amounts are expressed in U.S. dollars unless indicated otherwise. I now turn the call over to Jim Anebeck, Chairman of the Board and CEO.

Thank you, Richie. Good morning, afternoon, or evening to everyone. Good to speak with you again. We have many important developments to share with you today. Not only did we report very strong third quarter results last evening, but earlier this morning we announced two important strategic initiatives. The divestiture of our asbestos related liabilities and negotiations for the sale of our front subsidiaries. We believe these initiatives will unlock significant value for our shareholders while further reducing Bland's operating financial risks as well as strengthening our balance sheet. I'll begin with the review of the quarter and then go over the strategic initiatives. Let's turn to slide four for a general overview of the third quarter. As expected, the land maintained its growth momentum with strong top-line and bottom-line results in the quarter. Sales from continuing operations grew more than 18% as we executed on our solid and diversified backlog. We also delivered a significant improvement of profitability. with adjusted net income from continuing operations of $8.5 million, driven by a favorable mix, efficiency gains, and better absorption, compared to a $7 million loss a year ago. At the nine months, the land has achieved adjusted net income of $11.9 million from continuing operations. This compares to a loss of $14.7 million a year ago. We also generated significant cash flow from operations of nearly $20 million after nine months. Clearly, the measures implemented to improve cash flow generation, including leveraging the global scale of our business, maximizing strategic procurement, and optimizing our inventory are paying off. Cash flow will enable us to invest in key growth opportunities for the business going forward. Moving to slide five. Our order backlog reached nearly 300 million at the end of third quarter, up 5.3% since the beginning of the fiscal year, as new bookings continue to exceed shipments during that time. At quarter end, over 83% of the backlog, representing orders of some 249 million, are deliverable within the next 12 months. Bookings, meanwhile, totaled 59.1 million versus 60.1 million last year. The slight reduction mostly reflects factors impacting the timing of our orders. You might recall that we had very strong booking activity in the first half of the fiscal year. And importantly, the award of certain large projects targeted by our Italian operations had been delayed and are now expected in Q4 of this year. On the other hand, we recorded very high bookings from our MRO business in North America and oil refinery projects in Germany as we continue to expand our market penetration globally. Let's turn to the strategic initiatives on slide six. I'm very happy to announce that we've entered into an agreement with an affiliate, Global Risk Capital, a well-established long-term liability management company specializing in the acquisition and management of legacy corporate liabilities for the divestiture of our asbestos-related liabilities. To provide some background, many of you know that two of our subsidiaries, U.S. subsidies, are named as defendants in several pending litigations. Claimants are seeking to recover damages for personal injury allegedly caused by exposure to asbestos-containing products manufactured and sold in the past. The transaction will permanently remove all asbestos-related liabilities and obligations from the company and will indemnify us against all legacy liabilities. The strategic rationale for the transaction is rather straightforward. First, it de-risks the land from potential asbestos claims. Second, it allows management to focus on generating long-term profitable growth through investments in its operations free of asbestos-related distractions. Let's move to slide seven for the second initiative. We've entered exclusive negotiations with Framaton, an international leader in nuclear energy, for the sale of our French subsidiaries, Ségol and Belon France, in a transaction valued at total consideration to our company of 192.5 million euros. Now, in accordance with French law, Ségol, Belon France, and Framaton must inform and consult their employee representative bodies before a definitive agreement is entered into between the parties. When the definitive agreement has been signed, a meeting of Ballant shareholders will also be called to approve the transaction. I'm pleased to report our controlling shareholder, Ballant Holding, has already pledged its support in favor of the transaction. Strategically, we view this transaction as a win-win for all parties. If you recall, French authorities had halted a Volant merger proposal in October of 2023 due to national defense interests. As the proposed transaction will be with a strong French partner, it meets the important consideration for the French government of preserving sovereignty over their assets. As for Volant, the French government position limited our strategic options. transactions frees us from these strategic constraints and enables us to offer a more compelling value creation proposition for our shareholders upon successful completion of the two transactions blind will remain the leader in flow control solutions for clean energy and various industrial markets driven by a strong brand high-quality products, and superior market positioning. Over 75 years, we've built a solid reputation for customer, designing complex solutions for demanding applications. And we're looking forward to further expansion of our global leading market positions. Our activities will continue to benefit from robust momentum that we've all seen in the nuclear space throughout the world. while remaining firmly entrenched in other markets that prize our ability to create and provide the very best solutions to the most demanding flow control applications. As you know, we're well positioned for the multi-year nuclear power growth cycle with our proprietary valve offering for small modular reactors or SMRs, along with our global installed base of valves that exist in nuclear reactors. Well, I've been actively involved in nuclear space for more than 50 years, and we continue to get a growing momentum as reflected by recently announced exclusive agreements and other alliances. signed with the world's leading players in nuclear power, including GEH, Westinghouse, Bruce Power, and Candu, from which we expect to generate significant order and take well into the future. In other energy-related markets, such as oil, gas, and LNG, we continue to benefit from global transition trends as customers move worldwide to reach their own net-zero objectives. Here also, we have wide market prospects, a wide market penetration with a customer base spanning approximately 90 percent of North America's oil refiners and a growing presence throughout the world. Finally, the land continues to grow its position in non-energy related industries that prize our ability to excel in the most demanding of applications throughout the world. To wrap up on slide nine, the land's strong momentum continued in the third quarter, Key performance indicators keep pointing in the right direction, so we remain confident of delivering sales growth from our continuing operations for the full year, along with enhanced profitability. Longer term, our interwoven goals consist of maximizing profitable growth and rewarding our shareholders. The company continues to explore strategic options, all of which are focused on increasing shareholder value. Today's announcement will help us to achieve these goals, for our shareholders. I turn it over to you for comments on the financial outlook and progress through the quarter and the fiscal year to date.

Thank you, Jim. Our consolidated financial statements prepared in accordance with IFRS show in the context of the transactions a loss from continuing operations of $47.8 million for the quarter and $50.6 million after nine months. I draw your attention to the restructuring expenses of 74.5 million for the quarter and 81.3 million year-to-date representing adjustments which related primarily to the accelerated accretion of the asbestos-related provision to account for the expected settlement and transaction-related costs. Further details are available in our MD&A and financial statements. With that said, I'll begin by providing more color on our third quarter results from a continuing operations So please turn to slide 11. Sales totaled $73.4 million, up 18.1% over last year. This growth was mainly driven by increased shipments from our activities in Italy and China. These factors were partially offset by lower sales in other international markets, while sales from our North American operations remained relatively stable. By customer geographic location, North America remained our principal market, accounting for approximately 55% of sales. Asia-Pacific was our second largest revenue-generating region, with 44% of sales driven by delivery. Several projects in the energy and petrochemical sectors. Gross profit rose significantly to $28.3 million versus $8.2 million last year. This sharp increase was primarily due to higher sales volumes, absorption, fixed production overhead costs, a more favorable product mix compared to last year, reduced exposure to an onerous contract that negatively affected last year's gross profit, and efficiency gains across our operations. As a percentage of sales, gross profit reached 38.6% compared to 13.1% last year. Administration costs totaled $17 million, or 23.2% of sales, compared to $15.5 million, or 24.9% of sales a year ago. The year-over-year increase reflects higher sales commissions and a greater business volume, higher freight costs, and the impact of the significant increase in our share price of the company's long-term incentives. Turning to slide 12, adjusted EBITDA amounted to $14.3 million compared to negative $4.1 billion last year. A solid year-over-year improvement was driven by higher sales and improved gross profit. As a result of higher adjusted EBITDA, Ballant achieved an impressive turnaround in net profitability with an adjusted net income of $8.5 million, or $0.39 per share, compared to an adjusted net loss of $7 million, or $0.32 per share last year. Turning to slide 13, strong performance has been sustained since the start of the year, As after nine months, we have achieved 19.5% sales growth, gross profit more than doubled, and adjusted net income reached $11.9 million, as opposed to an adjusted loss of $14.7 million last year. Our improved profitability also yielded a solid cash flow from operations of $19.9 million after nine months, compared to a negative cash outflow of $7.6 million a year ago. Our financial position remains solid. As of November 30, 2024, the company held cash, a cash equivalence of $35.1 million. Long-term debt, including the current portion, amounted to $19.5 million at the end of the quarter, and bank indebtedness stood at $3 million. Finally, given Velan's improved financial performance, the Board reinstated the dividend payment and declared a dividend of $0.03 Canadian, payable before February 28, 2025, to the shareholders of record as of February 14, 2025. The Board also confirmed its intent to review the company's dividend policy after the closing of the transactions, as Jim previously commented on, and to which I will now turn my attention. Moving to slide 14 to discuss the implications of the transactions on our financial statements. The divestiture of the asbestos liability would involve selling our U.S. subsidiary, Valen Valve Corporation, which will have been previously capitalized $143 million from Valen and $7 million from the buyer in exchange for an indemnity against the claims. We plan to fund our share by using our available cash on hand, credit facilities, and parcel proceeds from the French subsidiaries or alternative financing options. As for our U.S. activities, we will continue to service this important market under a newly created subsidiary, which will retain the Belang breath. The divestiture will need the asbestos provision from a balance sheet to absolve Belang of all asbestos-related liabilities. Turning to slide 16, the sale of our French subsidiaries, the selling price consisting of a cash payment of €170 million and the forgiveness of an intergroup loan, €22.5 million, for a total consideration of €192.5 million. Our subsidiaries' total sales for the 12-month period ended November 30, 2024, was €98 million, representing approximately 25% total revenues for the period, and their combined backlog at the end of November was $218.6 million. Therefore, our balance sales from continuing operations on a quarterly 12-month basis stand at $293 billion, while excluding orders from the French subsidiaries. Our backlog was $298.7 million as of November 30, 2024. Turning to the balance sheet, considering net cash proceeds of approximately $30 to $30 will leave us with a pro forma cash balance and cash equivalents of approximately $65 million as of November 30, 2024. In summary, on slide 16, we believe these transactions are key to unlocking significant value for balance shareholders. With a strong financial position, we will have the ability to optimize capital allocation by striking the right balance between investing in growth opportunities and returning funds to shareholders. Looking ahead to the fourth quarter, we are ideally positioned to deliver on our sales growth expectations for the year. Based on current orders, we anticipate concluding fiscal 2025 with an increase in sales from continuing operations. I would now like to turn the call over to the operator for the Q&A session.

Thank you, ladies and gentlemen. We will now begin the question and answer session. Should you have a question, please press star followed by the one on your telephone keypad. You will hear a prompt that your hand has been raised. Should you wish to decline from the polling process, please press star followed by the two. If you are using a speakerphone, please lift the handset before pressing any keys. Your first question comes from Alex Cirinelli with SM Investors. Your line is up.

Hi, good morning. Can you hear me?

Yes, we can hear you fine.

Good morning. Well, a lot of things went on here. Congratulations. Thank you. Thank you. So on the transaction, assuming everything goes according to plan, when do you think it will close?

Well, I think under French law, we're getting some feedback, too, by the way, on your call. If you can turn that off. Maybe lift up your handset. I'm not sure we're. There we go. Now it's stopped. That's good. You can still hear us? You can still hear us? Okay, perfect. So I can answer to your question. You know, French law notwithstanding, we're obviously always keenly intent on making certain that we provide a good future for our employees. And under French law, there is a consultation period by our works councils in the two operations in France. Under the law, they have a 30-day period to consider and consult, and then that can be extended an additional 30 days. You know, I would expect, of all things considered, that we're looking probably close to the end of our fiscal year, early first quarter of next year, for the transactions to fully close. So that's roughly the timeline that we're looking at. Okay, perfect.

And then for the French business, I did some math. I think it was around... 25% of the business or let's say $1,900 million of revenue, would I be crazy to think that EBITDA would be around $10 million and thus the multiple would be a PI multiple? Would I be crazy in thinking that or I'm in the ballpark?

So you need to look at both transactions at the same time. So you see our continuing operations as we as we mentioned on net earnings and EBITDA adjusted with that release. And for what remains, you need to consider that we would no longer have the legal burden for the defense costs in our EBITDA net income and any changes to long-term provision. So that's gone as well. So if you look kind of at where we are, TTM on EBITDA excluding France, it's, I'd say, in the mid-20s.

The mid-20s, that's for the nine months, right?

That would be TTM. It's TTM. Oh, TTM mid-20s.x France, right? Yeah. Okay.

Okay. So, what else do I have here?

Well, then I'll ask you, since I don't really have it here at the moment, do you have the TTM with France? Well, I guess what I can ask is the depreciation amortization, I think it was, you know, for the year, 10, 20 million dollars. Of that, would it be fine to think that 20%, 25% is related to the French subsidiary?

Yeah, I would think so. I mean, if you look at the asset base, it's probably fair to assume about that.

Yeah, yeah.

Okay, I'll do the math after that. In any case, if I'm correct, what you're saying, my multiple is twice. It has to come down. No, you can keep it high.

You can keep it high.

No, because, you know, again, just doing it without going back, just doing the back on the envelope math, I get a 20-time multiple, which is pretty high. So that's what I was trying to figure out, if I'm completely crazy or there's some basis there.

When you say 25 multiple, you're referring to what, the French transaction? French transaction, yeah. I think that's what he's talking about.

Yeah, just a French subsidiary.

Yeah, we don't, you know, I think that, I don't know about whether you're completely crazy or not, but we don't disclose profitability in the individual units we never have. And so I think directionally we can say that, as I mentioned in my comments, it was a win-win for both. From our side, you know, as I said, it generates a good bit of cash for us and frees our consideration of other strategic options. From our French employees, they're partnering with one of the strongest companies in France. And, you know, I think it also meets the objectives of the French state. We believe the national security interests were very, very high Importantly for us, too, as we look beyond after closing the transactions I mentioned, the blonde maintains very, very strong position globally in the nuclear space with alliances and long-term relationships, you know, with all of the key OEs and DPCs globally. So we're very, very confident of our future going forward. And, you know, I think, as I said, repeating myself, it's a win-win outcome for everyone.

Well, these are both great outcomes. Do you disclose or would you disclose what the percentage, let's say, of continued operation revenues now will be from nuclear for you guys, which I guess is a North American, well,

We haven't disclosed by industry segment. We continue to disclose by geography. The MD&A includes a look at our sales on a destination basis globally.

Yeah. I missed the last part, sorry.

In the MD&A, you'll see the geographical split of the revenues, but we don't disclose industry-specific due to the sensitivity, essentially, of pricing.

Yeah, I remember. Every time I try, I understand. Yeah, yeah, I know. I have to try. Sometimes you forget.

It's fine. And we have to deflect your questions.

Yeah, I know. Just if there's other questions as well on the line, maybe.

We can come back.

Yeah, thank you. I'll come back eventually. Yeah. Okay, great. Thank you. It's always good to hear from you. Ladies and gentlemen, as a reminder, should you have a question, please press star 1.

Your next question comes from Benjamin Phillip with Basio Asset Management. Your line is now open.

Hey, congrats on the transaction. Great outcome. Just a bit of curiosity. You explained that you're selling essentially U.S. subsidiary. I think it's more of a legal shell, if anything, and you'll continue to sell into the U.S. market. Does that mean the Vermont plant is also going with it, or are you retaining that?

No. What will happen is the transaction progresses. You're correct. The assets and liabilities that will remain let's call it the old co with the existing company, will be the funding by ourselves and the partner for the future expected defense and settlement costs, right, as well as the liability, obviously. That will be moved. The old co will, you know, retain its position. The name of the land will move over to the new co, and all the operating assets, including the Williston facility, will remain with the land.

Okay, great. And just, I mean, pretty outstanding margin performance. I mean, I don't think you've ever hit a 19.5% EBITDA margin in a Q3. Is the usual seasonality still relevant? I think your Q4 is always a very big margin. And what's been driving that? Because if this is sort of the new, anywhere near the new steady state number, I'm pretty upset.

There's a couple of things. You know, the... The FX impact has been pretty significant for us, and it's not, you know, transaction or translation kind of thing solely. In this particular case and in the quarter, we had a very favorable situation where situations were sourcing out of Canada for sale in U.S. dollar-denominated contracts globally. And so, you know, that had kind of a natural built-in hedge for us. That's probably, if you look at that gross margin, Rishi, what would you say? It's probably, we think, sustainable in the low 30s, not the high 30s as we have right now. Yeah, I agree with that. Because there's also, there are also a couple exceptional fixed benefits in the quarter as well. So, probably targeting, you know, low 30s as a near-term target.

And what about seasonality in Q4? Is there still the typical, I think it's usually your largest?

Well, the business itself doesn't have true seasonality. You know, you traditionally think of it. What we probably see is like most companies, there's a push into fourth quarter. And, you know, I wouldn't be surprised to see an increase in the fourth quarter, you know, as you comment on, as you traditionally see in our reported results.

All right. Sounds good. Congratulations. Thank you. Appreciate it. Good talking to you.

Your next question comes from Alex Ciernelli with SM Investors.

Your line is now open.

Sorry to ask another question. I actually just go on a different topic. I read the latest article on Worldwide Vault about the semiconductor market, let's say, that you're in the virtual, you're in pure oxygen, how big that can be for you guys in an era where AI is dominating? So, in which area are you?

Which market did you refer to? It's a bit hard to hear you. Which market? Oxygen?

Well, I read the article about the worldwide... ball magazine the latest yeah and i think i was talking about uh you and the uh flow of making balls for uh for semiconductor companies i think it dealing with uh pure oxygen yeah so i think um

I think we're well positioned. If we think about Semicon specifically, at the moment, we don't generally, we're not generally in the Fed per se. But we are, you know, there's a huge supporting structure, infrastructure for any way from fab. And I think that consistent with our heritage, our ability to offer some very unique solutions to that space and other gas spaces is growing. So I think it is an attractive market to us moving forward.

Okay. Thank you. Thank you. Thanks so much.

No further questions at this time. I will now turn the call over to Jim for closing remarks.

Well, thank you, operator. It's always good to hear your voice as well. We appreciate the interest in our company. We're quite excited about the outcome of the quarter as well as addressing the legacy issue of asbestos. We think, as I said, it's a win-win outcome for our French operations, but certainly tends with some sadness on our part as well as the transaction moves to a favorable outcome later in the year. You know, we've built very close relationships with our French colleagues, tremendous support over the years. And so, again, a bit of sadness in that as well. But total company for Belambo before, very strong, very strongly positioned in many of the markets that are in exceptional growth curves right now. So, we'll look forward to talking with you shortly after the close of our fiscal year in February. And, again, thank you so much for your interest and your participation in today's call. Thank you, Operator.

Ladies and gentlemen, this concludes your conference call for today. We thank you for participating and ask that you please disconnect your lines.