Randall MacEwen
Analyst · ROTH Capital Partners
Thanks, Guy, and welcome everyone to our 2014 year end and 2015 outlook conference call. I’ve been in my role here at Ballard for almost 5 months now and I’d like to begin by confirming at the high degree of enthusiasm I began with last October remains today. It’s clear to me that our company is an industry leader with the most advanced technology and the very best people. I’ve had time to reflect John and make adjustments to our strategic direction and to begin implementing steps that I believe will support long-term growth and an increase in shareholder value. We are focused on executing against a growth, customer centric growth strategy that is built on two platforms, Power Products and Technology Solutions. Today I’d like to discuss a number of specific steps we are advancing in each of these platform areas. Let me first take a few minutes to review our landmark transaction with Volkswagen Group, including both VW and Audi, which closed earlier this week. This is a complicated transaction and we want to ensure you have full appreciation for its nature and scope and what it means for our business in 2015 and beyond. As context, less than a year ago, we acquired from United Technologies Corporation a portfolio of intellectual property related to PEM fuel cell technology. As consideration for this purchase, we paid UTC $2 million in cash and $5.1 million valid shares. Today, UTC continues to hold these shares, representing 3.9% of our issued equity. On February 11 this year, we announced an $80 million Technology Solutions transaction with Volkswagen Group, which includes the following key deal elements. First, we agreed to transfer to VW Group the automotive-related portion of the intellectual property portfolio we acquired from UTC in return for payments totaling $50 million. Second, we retained the right to use the UTC IT portfolio for bus and non-automotive applications as well as for certain pre-commercial purposes in auto. Third, of the $50 million, $40 million was paid to Ballard at closing earlier this week. And from an accounting perspective, this will be treated as other income. We’re required to pay UTC 25% of that $40 million or $10 million as a license royalty fee. Net cash on the $40 million payment after the UTC fee and transaction expenses is expected to be approximately $29 million. Fourth, the remaining $10 million is expected to be paid by Q1 of 2016. We are required to pay UTC 9% or $900,000 as a fee for this remaining payment, so net cash proceeds for the second tranche is expected to be approximately $9 million. Fifth, our four-year engineering services contract with VW has been extended for two years, now through March 2019. This extension has an incremental value of approximately $24 million to $40 million. As well, there is a further two-year optional extension that could take this contract into the year 2021. Six, and just to clarify this point, we are not precluded from working with other automotive OEMs. So the transaction with Volkswagen has a series of very positive benefits for Ballard. In the near term, it deepens on already strong long-term partnership with Volkswagen Group and puts approximately $29 million of cash on our balance sheet in Q1. In the mid-term, it provides us with another $9 million of cash by Q1 of next year and extends our engineering services contract for two more years, resulting in $20 million typically per year of committed work. Finally, it positions us strongly with long-term upside in automotive. And I want to comment here for a minute. Some critics are speculating that we no longer have any long-term upside in auto. [indiscernible] seems to go something like this. Ballard bought the PEM portfolio last April, they successfully sold that portfolio in February. Yes, Ballard made a handsome profit, but they no longer have long-term value to offer the auto industry. This argument is completely false. As a reminder, two years ago, when we signed Volkswagen to our four-year engineering services contract, we didn’t have the UTC portfolio. And today, we have three other leading automotive OEM partners that were performing technology solutions work for in 2015, none of these contracts, not one of them has anything to do with the UTC patent portfolio. So then why are four of the largest automotive companies in the world with leading global brands seeking technology solutions support from Ballard? The answer is simple, at Ballard, we have 30 plus years of experience developing PEM fuel cell stacks and systems for a variety of applications including automotive. We are uniquely able to leverage the extensive set of advanced models, design tools, and testing and manufacturing infrastructure that we’ve developed over this 30-year time frame and validated through our unparallel deployment of products in the field. The Ballard team has deep and core know-how that allow us to tailor products to meet the requirements of specific vehicle architectures and duty cycles, leading to high quality, cost effective and innovative solutions. We are able to provide a responsible, responsive, flexible and collaborative engineering services model spanning design to prototyping to custom manufacturing. So I want to emphasize this point. In my opinion, Ballard is the pre-eminent publicly traded PEM fuel cell company with significant embedded value and optionality on the long-term prospects of the fuel cell automotive market opportunity. We offer investors exposure to near-term commercial fuel cell markets with embedded call optionality on the auto industry. That was true before we acquired the UTC portfolio and its true today. Indeed, our position for the long term is now even stronger given our deep relationship with Volkswagen and Audi. So this is an exciting transaction that generates advantages for Ballard in the short term, in the mid-term, as well as over the longer term. And with this transaction, we were able to service significant value for shareholders on our prior investment in the UTC portfolio. Moving on to our 2014 results, which Tony will provide more details on a little later in the call, I’d like to start by stating the obvious. Our 2014 financial results were disappointing. And while our results were certainly adversely impacted by non-recurring charges, it’s also clear we did not achieve our growth objectives in the telecom backup power market. That said, as we look back at 2014, there were several positive highlights we’d like to share with you. First, we had a strong year in our engineering services business, with full-year revenue up 43%, anchored by our long-term contract with Volkswagen. Second, we grew our material handling business by 124%, anchored by strong demand from long-term contract with Plug Power. Third, last April, we acquired the UTC patent portfolio as just discussed and obviously we’ve realized a sizable return on that investment. And fourth, last November, Volkswagen and Audi introduced fuel cell concept cars at the LA Auto Show, including the Golf Sport Wagon high motion, the Passat high motion, the A7 Sportback h tron quattro. These cars are a testament to the progress made in our engineering services program with Volkswagen. Of course, there were challenges in 2014, these challenges offer insights and inform our strategy as we move forward into 2015. These insights relate to growth, telecom backup power, product gross margins and the China market. Let the first deal with the growth. To accelerate our next leg of growth, we’ve determined to invest in and organize our business around a customer centric strategy. This led us to the formation of our two growth platforms, power products and technology solutions. The mandate of power products is to meet the power needs of customers through the delivery of high value clean energy products that reduce customer costs and risks. We’ve recently invested in additional sales and account management resources with deep relevant experience in target geographic markets. Jamie Birdnow is our new Director of Key Accounts; Kevin White joined us recently as Director of Sales, Americas; Chris Johnson is our new Plug Power Sales Account Manager; [Oben Ulec] is our new Director of Sales in EMEA; and [Michael Kua] is our China Country Manager. These are all experienced in proven sales and account management professionals who add tremendous depth to our power products group led by Steve Karaffa, our Chief Commercial Officer. They will address customer needs in telecom backup power, material handling, bus and other application areas. In addition to the investment in the team, we’re also making changes to our go to market strategy, to put the focus in 2015 on delivering what customers are looking for, high-value and resilient power products simply delivered. We’ll provide more details on these initiatives later this year. Turning now to our second growth platform, technology solutions. The mandate of our technology solutions group is to help customers solve difficult technical and business challenges in their PEM fuel cell development programs. We provide customers with customized, bundled technology solutions, including world-class specialized engineering, access to our IP portfolio know-how as well as the supply of technology components. This point is important to emphasize. Ballard’s uniquely positioned in the ability to help customers with compelling bundled technology solutions that promote stickiness, expanded wallet share as well as offering long-term opportunities for component supply. Our technology solutions group supports customers in the automotive, aerospace, railway, military and other markets, seeking to accelerate and de-risk their fuel cell development programs. Another important strategic implication highlighted in 2014 relates to the telecom backup power market. This is proving to be an attractive but challenging market. It’s a market that requires investment, commitment and patience. Our focus has been on telecom backup power needs. This is a tough market to break into with end customers focused on cost reduction, reliability and resiliency and served by entrenched incumbents working hard to keep their market share. As a result, the capital equipment sales cycle has been long with protracted technical validations, with field trials to test and validate the economic value propositions, long negotiations on commercial terms and conditions, and in some cased, permitting or citing approval issues to work through. That said, we’re starting to see higher customer engagement in key markets including the United States. In a response, we made further investment in sales and business development professionals as I described earlier, and we are also making further investment in marketing and ecosystem management. However, I wanted to be clear on expectation setting here, while we expect to see revenue growth in 2015 in our telecom backup power market, we do not expect to see growth rate at a dramatic pace. However, if we do our jobs well in this market in 2015, we do expect to see much higher growth in 2016 and beyond with brand-name accounts in key geographic markets. We are currently tracking well with a number of opportunities and look forward to providing updates later this year. The third strategic implication that was highlighted in 2014 relates to the need to improve gross margin on product sales. We have high organizational focus on improving gross margins on products in 2015 starting with management performance objectives being heavily weighted on gross margin performance. In addition, we've moved our entire sales organization to a sales incentive plan based on margin performance, not revenue. In addition, a number of initiatives are underway in our technology and product roadmap designed to lower product costs and we have a number of operational initiatives around production and supply chain that are also designed to lower product costs to enable gross margin expansion. So we are addressing product gross margin from both the pricing side and more importantly the cost side. Finally, the fourth strategic implication highlighted in 2014 is the need to have a China strategy based on strong well capitalized local partners. It's helpful I think here to provide some context on our termination of the bus and backup power license agreements. [indiscernible] repeatedly fail to make required payments on the timetable date agreed to, the partnership was no longer tenable. So we terminated contracts notwithstanding that this would have a material impact on our 2014 financial results. However, we terminated the contract is before, and this is an important point, before any key intellectual property was transferred or licensed to them. And yes, while this was obviously a costly and embarrassing for us, we're now much better positioned to work with stronger, capitalized partners in what we view as a high-growth market. And we are doing just that. We are now engaged with the number of credible Chinese partners, I'm very confident the progress we make in this market in 2015 and the longer term, particularly for buses and trams. Let's now turn to our 2015 outlook. First, let me offer a few observations on the fuel cell industry generally. On the automotive front, our Volkswagen transaction earlier this month is indicative of a broader growing interest in investment from a number of players in the automotive sector, including the recent fuel cell car announcements from Toyota, Hyundai and Honda. In terms of fuel cell buses, there was a very significant event announced last November when representatives from five major European bus OEMs publicly stated their expectation to deploy between 501,000 fuel cell buses between 2017 and 2020 timeframe. In the material handling market, our customer plug power continues to enjoy strong bookings with the repeat and new blue chip customers. And there have been other recent interesting developments in this market including Hyster-Yale's acquisition of Nuvera fuel cells. And the announcement, their announcement of a $40 million to $50 million investment over the next 2 to 3 years. So there is industry momentum across multiple fuel cell application areas. Now, let me move to our company outlook for 2015. I'm more excited today, more bullish today, more proud today of the Ballard team and our near-term, mid-term and long-term prospects than when I joined the company less than five months ago. In technology solutions we have good visibility in our outlook for 2015. In addition to our Volkswagen program, we currently have another 12 technology solution projects under contract, including two recent awards that we highlighted in our press release earlier this week. A technology solutions contact with a leading unnamed global automotive OEM and a follow-on contract with Ardica relating to the next phase of the development program to design a compact wearable fuel cell power system for used by soldiers. In the material handling market segment, we are well positioned with Plug Power to provide stacks under our long-term supply agreement throughout 2015 and we are pleased to see plug's growing order book. In the bus market, we've already announced major expected project wins in Europe and the US, totaling 31 power modules. We expect to begin shipping these modules in the second half of 2015 and we fully expect to make progress in China this year in the bus and tram market. For our telecom backup power market, while we are expecting growth in this market compared to 2014, our visibility is not as clear as we'd like. And the growth is second half weighted, so at this time, we remain somewhat muted in our 2015 outlook for this segment. Overall, however, our outlook for 2015 is positive. And as in past years, we anticipate revenue to be weighted towards the second half of the year. At the same time, however, given the early stage of the fuel cell market development and production plates, and given the industry's track record of providing and not meeting guidance, we've decided not to provide formal guidance for 2015. In 2015, our most pressing priority is to grow and scale our business. Of course growing our business and achieving scale to enable sustainable business model, it's a journey. And it will not happen overnight. To accelerate our journey, in addition to our execution focus on strong organic growth, we will also be pursuing strategic M&A opportunities. And we are aggressively reviewing various acquisition opportunities that are complementary to our customer centric growth strategy, help drive scale, help accelerate profitability and are financially accretive. And with that, I'll now turn the call over to Tony who will review our 2014 financial results.