Before turning the meeting over to management, please be advised this conference call will contain statements that could be forward-looking and subject to a number of risks and uncertainties and could cause actual results to differ materially from those anticipated. I would like to remind everyone that this conference call is being recorded today, December 15, 2021, at 8:45 A.M. Eastern Time. I'll now turn the conference over to your hosts, Messieurs Frédéric Dugré and Marc Blanchet. Please go ahead. Thank you, and good morning, everyone. My name is Marc Blanchet, CFO of H2O Innovation. This call will be held in English. I'll just say a brief word in French to our French audience. [Non-English content] Before we begin, I invite you to download a copy of today's presentation, which can be found on our website at h2oinnovation.com in the section investors. Frédéric Dugré, President and CEO, is joining me today for the call, which duration is approximately 30 minutes. During this call, Fred will be presenting the two new O&M company we just acquired in the state of New York, JCO Inc. and Environmental Consultants, L.L.C. He will go over the rationale of these acquisitions. Please take a moment to read the forward-looking statement on page two and the non-IFRS financial measurement on page three of the presentation. I'll now hand over the call to Frédéric for more. Very well. Thank you very much, Marc, and thank you for joining the call today. We are truly proud and excited actually to present you these new M&A deals. Not only we are buying two O&M companies at the same time, following these transactions, we are becoming the most important O&M service provider in the state of N.Y. With the business combination of JCO and Environmental Consultants, two long-term competitors, we are expanding our customer base with more than 200 new municipal, private, and industrial customers. It's an additional 325 water and wastewater utilities that we will be responsible of. The 120 employees of both JCO and EC are becoming employees of H2O Innovation and will ensure the continuity and growth of the business in the Northeast region. Financially, it is also a fantastic addition to our P&L. With CAD 13.5 million in revenue, a wealthy adjusted EBITDA and net earnings, this is the combination of both, these acquisition brings us a step closer to our three-year plan objectives. Looking at page six, we see that these two acquisitions are filling a big void in the Northeast region of U.S.A. So far, most of our O&M presence in the Northeast was around the Vermont and New Hampshire states. Today, with these two acquisitions, we will add an important number of customers in the Hudson Valley, all along the Hudson River. These are all the little blue and green dots that you see on the map on the right-hand side, actually. These transactions will enable us to establish H2O Innovation as the most important O&M company in the fourth-largest populated state in U.S.A., which is the state of New York. By creating this unique O&M platform, it will allow H2O Innovation to also create more business synergies and cross-selling opportunities to a great number of industrial customers already under contract with JCO and EC. Let's go to page seven to look at what these transactions add to our business platform. Well, first, as we said previously, we will add slightly more than 200 O&M customers in the state of New York. Before these transactions, we only had one customer actually in the northern state of New York. Also, because many of water and wastewater plants are under O&M contract with JCO and EC, and they are currently using membrane separation systems, it will create great business synergies with our WTS, the Water Technologies & Services business, and our specialty products business pillars. On a consolidated basis, H2O Innovation now counts more than 900 employees around the world, all passionate for water and excited to grow the business with us. In total, it is more than 600 water and wastewater utilities that we now have under operation in North America, and a business footprint into 14 states and two provinces. Lastly, the acquisition will enable us to maintain above 85% the level of recurrent revenues by nature. This also allows us to gain financial predictability, sustained free cash flow generation, and customer intimacy. Let's have a look at page eight at the investment rationale behind these acquisitions. As previously mentioned, these transactions will allow H2O Innovation to expand strategically in a geography that is rich with industrial opportunities. The long-term relationships established in the last 20 years by JCO and EC will enable us to capture more effectively multiple cross-selling opportunities for capital equipment projects, upgrades, specialty chemicals, and many other consumables. The combined team of 120 employees coming from JCO and EC will continue to serve our customers in the most professional and efficient manner. Their contribution and experience will allow us to capture more business opportunities to grow the business in the coming years. At slide number nine, we see that on a pro forma basis, combining the last 12-month revenues of H2O Innovation at the end of September 30, 2021 with the LTM revenues of JCO and EC at the same date, the pro forma revenues stand at CAD 164 million, which represented a revenue increase of 11.5%. Strategically, these transactions allow us to increase our O&M revenues on a consolidated basis above 50% on the overall total consolidated revenue. It also increases our recurring revenues, which bring more stability and predictability to our business. On a pro forma basis, the addition of JCO and EC increases the adjusted EBITDA by 22% and the net earnings by 46%. Let's move to slide 10, the financial highlights of these acquisitions. As we just saw in the previous slide, these transactions are immediately accretive to our P&L. For competitive reasons, we cannot disclose the price paid for each transaction. We can say that the EBITDA multiple paid for each transaction is in line with the previous transactions we did, which multiples have been historically between 5.5x-9.5x. These two acquisitions are essentially financed with a CAD 55 million credit line that we have announced last week. Earnout is also payable 12 months after the closing, subject to achievement of certain revenue objectives by each JCO and EC. 1.1 million of new shares at the price of CAD 2.37 are also issued today. This minimal dilution will facilitate the transition with the sellers. It will also ease the integration, thus the customer retention, and will create alignment with the business plan of H2O Innovation, which is to maximize sales synergy, keep our customers, and leverage the sales organization. These two transactions are completely aligned with our three-year strategic plan objectives. Talking about the three-year plan, let's move to slide 11. Last week, at our annual general meeting of shareholders, we updated our three-year plan and presented our vision for 2024. Through this plan, we intend to move our revenues from CAD 144 million at the end of our fiscal year 2021 to a range of CAD 220 million-CAD 300 million by the end of fiscal year 2024. Completing these two acquisitions position H2O to exceed the lower end of our 2024 revenue target presented in the three-year plan Vision 2024. JCO and EC are now part of H2O platform, the plan is to maximize sales synergies and leverage their network and reference clients list. The expected business opportunities coming from those synergies will feed organic growth and will contribute to reach our double-digit organic growth objectives for 2023 and 2024. I thank you for joining the call today. I will now turn it back to the operator for the Q&A session. Thank you. Thank you. If you would like to ask a question, please press star followed by the number one on your telephone keypad. To withdraw your question, please press star one again. We'll pause for just a moment to compile the Q&A roster. Once again, if you would like to ask a question, please press star one. Your first question will come from Endri Leno from National Bank Financial. Please go ahead, your line is open. Good morning, guys. Thanks for taking my question. Congrats on the acquisition. A couple of questions for me. The first one, I was wondering, when you talked and shared some good insights on revenue synergies and cross-selling opportunities. Are there any cost synergies that you can talk to? Well, not really at first. I, you know, I'll talk maybe about the business Marc [audio distortion] financial aspect, but it was already pretty lean organization. I mean, they were mostly family-owned business, doing great. I think, you know, the opportunities for us is to enable them to grow more efficiently and faster. I think what we bring to the table is this expertise, technical expertise and the product alignment that we will create. They do operate a great number of membrane plants already, as I said. Being a membrane plant gives us additional opportunities to upsell many other things, consumables, chemicals, technologies and different things. This is where we see a great future in terms of synergies. More cross-selling synergies and sales synergies than cost synergies per se. Okay. Yeah. Thanks. That's exactly- Yeah. That's exactly the case. We won't necessarily have any cost synergies since it's very lean organization. Okay, great. Thank you, guys. One more question for me is that if you look at the combined entity, we're looking at the EBITDA margin, right? We're at 10.2% for H2O and 19% for the acquired entities. The combined EBITDA margin is around 11.2%. I mean, you're already at your target, I'll say. Do you have any comments there? I mean, can we see that, you know, expand or remain at that level, or you perhaps invest a little bit more in the business? That's it for me. Thank you. It's a good point. As I said, we're very confident to be in a position to hit our target set for 2023 and 2024. I will say, however, that we want to keep ourselves some maneuver to be able to reinvest in business to fuel the growth that is required, right? In the coming years, in the coming months, you will see additional investment that we're going to do into our sales organization. We wanna drive growth also through innovation. We wanna push and launch new products. Obviously this adds to the cost structure. It will enable us to grow the margin moving forward, we wanna give ourselves some leeway, if I may put it this way, to maneuver and run the business properly. We're not going to sit there and stand, you know, on our 11. If we can do more, obviously we'll want to push it, we just want to manage, you know, the expectation, and we want to be able to assume to reinvest into our growth. Okay. great. Thank you. Congrats again. That's it for me. Thank you. Your next question comes from Frederic Tremblay from Desjardins. Please go ahead, your line is open. Thank you. Good morning. Congrats on the acquisitions. Yeah, thanks. First question for me is on the customer retention at both targets. I know for H2O it was around 93% retention historically. Do you have any metrics or ranges that you can provide for the two targets, as well as sort of an idea of their historical growth profile as well? Well, on the retention side, we're aiming at the same retention level. I have to say that through our due diligence, we realized that they had really high retention level for many years. I mean, they have some relationships that last more than 20 years, both companies. Extremely sticky business so far that we have seen. Yeah, we, we feel pretty comfortable, confident in being able to keep these customers. And again, we're keeping the management in place, you know, so we're ensure a smooth transition. The customer interface will remain the same. All these little things, you know, help us to maintain the relationship, thus the current revenues. We have experienced the same challenges in the past from the other deals that we have done, we're coming here more educated because it's not the first "rodeo" that we're doing, right? We have acquired O&M companies. We know the sensitivity when it comes to operation and maintenance. We're keeping the same project manager in place, the interfacing with the customers remains the same, this is why we're confident in maintaining this high level of recurring revenues. Great. Just maybe help us understand on the revenue synergy side with WTS and specialty chemicals, you know, typically, how long would it take for you guys to be able to start capturing some of those opportunities? Are there any agreements in place, you know, with their current suppliers that would sort of bring those opportunities maybe, I don't know, in the six to 12-month range? Or kind of just maybe if you can help us understand the timing of those opportunities. Well, look, again, on the side of the capital equipment business, I mean, it takes some time to develop a lead. It takes some time to develop a relationship. I'm fairly confident that within the next 12 months, you know, we're going to see, you know, outcome of that. What makes me quite confident and more happy than maybe other regions is that the state of New York is very membrane-friendly, let's put it this way. There are already a great number of membrane plants installed in the state of New York. When I compare this, let's say to other states such as southern states, where it's less membrane-friendly, generally, I mean, friendly, it makes it harder for us to bring our capital equipment opportunities and the consumables that goes with. It's the opposite in the state of New York. They are already familiar with membrane separation technologies, making it more attractive for the other business pillars that we have. Hey, Fred, if I may jump in here. Frederic Tremblay, I think your question, you're looking a bit from some help in terms of modelization. The way we looked at it is we will tackle for, with, you know, low-hanging fruit type of products at the beginning. Different spare parts, different consumables. As for the bigger type of projects, as Fred just explained, you know, this will come in a more midterm type of schedule. As Fred said, it takes some time to develop some leads. At the beginning, you know, the sales synergies, you know, for the first 12 months will be more like smaller parts and consumables. It's only afterwards, after, you know, maybe after 12- 18 months that we should see some projects, that we were hopeful to see some projects. What types of projects? It's not City of San Diego type of project. A lot of industrial and wastewater, that's really their niche. That's the big differentiator with that O&M company also, is the fact that they tackle the industrial market. Also what's interesting about them is they've been able to grow faster than the rest of the O&M industry and the municipal sector because they're reaching out to industrial. That's also what we like about that company. Great. That's helpful. Just lastly for me, last week you mentioned that your M&A pipeline was rich. Just maybe an update now that you've closed two acquisitions. Is there still something in the pipeline or are you gonna focus mainly on integration for the near term? Thank you. Well, I mean, the pipeline, believe me, is still pretty rich on opportunities. Again, we're well positioned to execute our 2023 and 2024 plans with what we see right now in terms of acquisition opportunities. As I said, though, it was our trademark, it was some of the reasons of our success. We have and we will remain very disciplined when it comes to integration. We're here to create value, and we'll take the time to integrate it properly, but, you know, we're still focused on reaching out for other things and add more to the portfolio of companies. Great. Congrats again. Thank you. Thank you. Your last question comes from Naji Baydoun from iA Capital Markets. Please go ahead. Your line is open. Hi, good morning. Thanks for taking my questions. The margin profile of these businesses is quite strong relative to your existing run franchises. I guess I'm just wondering if you can give us a bit more detail on some of the work that these companies are doing. I know you mentioned industrial customers is a big focus, any additional color would be helpful. Yeah, Naji, I think you understand well our business model. You know, we've said it for a long time, industrial customer comes with higher gross profit margin, that's really the case with that business. Those two businesses, basically, they both tackle industrial sectors, so they have industrial customers in the food and beverage industry and in the pharmaceutical, and even some industrial customers. They, it comes with higher gross profit margin. That's really one of the differentiator. Okay, got it. Just wanted to go back, I guess follow up on Fred's question about, you know, sales synergies. Have you already sort of identified of these 200 customers, who you're gonna be targeting first and, for what? Yes. There are specific targets and specific meetings we'll be planning in the coming days with these customers, so it's extremely well targeted. Literally targeted. Okay. Just, I guess last, two points of clarification. I think you mentioned these are mostly evergreen contracts, so this won't show up in the backlog necessarily for a while then? That's correct. That's correct. That's the way they do business there. I'd love to show bigger backlog. That's a challenge we have, but I think, you know, we'll start to give more metrics on the stickiness of the customers, like the return, not the recency. Well, sorry, I got a blank. The level of that 93%. Renewal. Thank you. Renewal. Okay. Just one last point, if you can. Would it be possible to quantify the contingent consideration, either relative to the purchase price or just a dollar figure? At this point today, we've agreed with the sellers not to disclose anything, but, you know, it will be in the financial statements very soon. You'll all see that. You know, they didn't want us to vote, you know, for different sensitivity. They didn't want us to put that into the press release or talk too much about that. You know, you'll be able to see the debt variations and the contingent consideration in our financial statement for the following quarter. Okay. Got it. It's not the majority. It's not, you know, it does not represent the majority of it. I mean, it's a, it's a pale portion. Again, keep in mind, Naji, that we're buying two competitors that have been competing for 20 years in the same region. There was a little bit of gymnastic to be done here to be able to accomplish that. I'm sure. Well, congratulations on getting it done, [audio distortion]. Thanks. In terms of percentage, maybe I can just tell you that it's 10% of the purchase price that's in contingent consideration. Okay. Okay, that's good. Appreciate it. We have no further questions in queue. I'd like to turn the call back over to the presenters for any closing remarks. Good. Well, again, thank you very much for joining the call this morning. Again, we are truly proud and excited about these two acquisitions this morning. Thank you very much. You will find additional information on the website. The presentation is available there, and we'll talk soon. Happy holidays. Thank you. Bye. Bye. Thank you. This concludes today's conference call. Thank you for your participation. You may now disconnect.
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