Earnings Labs

Vermilion Energy Inc. (VET)

Q1 2022 Earnings Call· Wed, May 11, 2022

$13.12

+4.04%

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Transcript

Kyle Preston

Operator

Good afternoon, ladies and gentlemen, and thank you standing by. Welcome to Vermilion Energy's Virtual 2022 Annual General Meeting. Following the formal portion of the meeting, a presentation will be given by Dion Hatcher, Vermilion's President. As a reminder, this event is being broadcasted live on the Internet and is being recorded. The archived event will be posted on Vermilion's website under the heading, Invest with Us and subheading Events and Presentations. [Operator Instructions] I would now like to turn the conference call over to Lorenzo Donadeo, Vermilion's Executive Chairman. Please go ahead, Mr. Donadeo.

Lorenzo Donadeo

Analyst

Thank you, operator. Good afternoon, ladies and gentlemen. As permitted by Vermilion's bylaw number one, our meeting will be held today as a virtual-only shareholder meeting with participation electronically, as explained in the proxy statement and information circular, which was mailed to all shareholders on April 8, excuse me, 2022. By holding this virtual meeting, we are able to welcome a broader base of shareholders to participate regardless of geographic location. I would like to begin by welcoming you to Vermilion's Virtual 2022 Annual General Meeting of Shareholders. We will complete the formal part of this meeting first. And afterwards, Dion Hatcher, the President of the company, will provide you with an overview of our business and an update on our strategy moving forward. Customers are not able to be together in person, I would like to review the rules for discussion and debate to facilitate an orderly virtual meeting. Formal meeting will deal with the items of business outlined in the proxy circular. Once we have completed that work, we will move to the informal part of the meeting. During the formal meeting, each shareholder or proxy holder wishing to address a motion may do so when I have indicated the motion is open for a discussion. To participate in the discussion, select the messaging tab, take your comment and click the send button. Each shareholder may take up to 5 minutes to contribute to the discussion, but I reserve the right to terminate the discussion on a matter. All discussion must be courteous and respectful of other participants in the meeting. All questions from management will be dealt with in the informal part of the meeting after the formal meeting is completed. Thank you in advance for your cooperation. Ladies and gentlemen, the meeting will now come to…

Lars Glemser

Analyst

My name is Lars Glemser, and I am a representative of Vermilion and a shareholder. I move that the number of directors of Vermilion Energy, Inc. to be elected be fixed at 9.

Lorenzo Donadeo

Analyst

May I have the motion seconded?

Bryce Kremnica

Analyst

My name is Bryce Kremnica, and I am a representative of Vermilion and a shareholder. I second the motion.

Lorenzo Donadeo

Analyst

I am advised that there is no further discussion requested on this item. The next item of business is the election of the directors of Vermilion for the ensuing year or until their successors are elected or appointed. As we have done in previous years, we will be nominating and approving individual directors and not a state of directors. The Board of Directors has adopted a policy stipulating that if a director nominee receives a greater number of votes withheld from the election of that director and votes for the election, the nominee will offer to resign. The Governance and Human Resources Committee will then review the matter and recommend to the Board whether to accept the resignation and the Board's decision to accept a rejective resignation will be publicly announced within 90 days of the meeting. It is expected that resignations will be accepted, except in situations where exceptional circumstances, would warrant that the applicable director continue to serve as a Board member. Board of Directors to be elected at the meeting has been fixed at 9. Information with respect to each of the nominees as set forth in the information circular for this meeting. I now declare the meeting open for nominations for the Board of Directors of Vermilion Energy, Inc. May I have a motion to nominate the Board of Directors of Vermilion Energy, Inc.

Darcy Kerwin

Analyst

My name is Darcy Kerwin, and I'm a representative of Vermilion and a shareholder. I nominate Lorenzo Donadeo; James Kleckner, Jr.; Carin Knickel, Stephen Larke; Timothy Marchant; Robert Michaleski, William Roby; Manjit Sharma and Judy Steele as Directors of Vermilion Energy, Inc. for the ensuing year.

Lorenzo Donadeo

Analyst

I will now ask to move the resolution electing those individuals nominated as Directors of Vermilion Energy, Inc. to serve as directors until the close of the next annual meeting of shareholders or until their successors are duly appointed.

Jenson Tan

Analyst

My name is Jenson Tan, and I am a representative of Vermilion and a shareholder. I move that each of the 9 persons nominated be elected as a Director of Vermilion Energy, Inc. to hold office until the close of the next Annual Meeting of Shareholders or until a successor is duly elected or appointed.

Lorenzo Donadeo

Analyst

May I have the motion seconded?

Unknown Attendee

Analyst

I second the motion.

Lorenzo Donadeo

Analyst

As previously stated, the Directors will be individually -- will be elected individually and not by the State. For a nominee to be elected as a Director of Vermilion Energy, Inc. The votes cast in favor of the election of the director nominee should represent no less than a majority of the votes cast by shareholders represented in person or by proxy at this meeting. Is there any discussion? I am advised that there is no further discussion requested on this item. The next item of business is the appointment of the auditors of Vermilion. Deloitte LLP are Vermilion's current auditors and have agreed to act as auditors of Vermilion, if appointed. May I have a motion for the appointment of the auditors.

Unknown Attendee

Analyst

I move that Deloitte LLP be appointed as the auditors of Vermilion to hold office until the next Annual General Meeting of Shareholders.

Lorenzo Donadeo

Analyst

May I have the motion seconded.

Unknown Attendee

Analyst

I second the motion.

Lorenzo Donadeo

Analyst

Is there any discussion? I am advised that there is no further discussion requested on this item. The next item of business is the advisory vote on executive compensation. As part of Vermilion's ongoing commitment to strong corporate governance practices, the Board has determined that it would be appropriate to hold a nonbinding advisory vote at this meeting on the approach to executive compensation, commonly referred to as a say-on-pay advisory vote. This is the eighth year we are holding a say-on-pay advisory vote with an average 85% shareholder support over the last 8 years. Last year, we failed to say-on-pay vote, receiving a support of 42%. The vote on executive compensation was an advisory vote, and the results were not binding upon the board. However, in response to the shareholder engagement, we have made numerous changes to our programs. A detailed discussion of our shareholder engagement and corresponding compensation program changes made are set out on Pages 17 to 20 of the information circular and the approach to executive compensation is set forth in the executive compensation section of the information circular. 2 leading independent third-party proxy advisory firms, [ ISS and Glass teas ] have both recommended that shareholders vote for all of the proposed resolutions, including the say-on-pay advisory vote. May I have a motion for the say-on-pay advisory vote.

Unknown Attendee

Analyst

I move that on an advisory basis and not to diminish the role and responsibilities of the Board of Directors that the shareholders accept the approach to executive compensation disclosed in the information circular accompanying the notice of this meeting.

Lorenzo Donadeo

Analyst

May I have the motion seconded?

Unknown Attendee

Analyst

I second the motion.

Lorenzo Donadeo

Analyst

Is there any discussion? I am advised that there is no further discussion requested on this item. The next item on the agenda is the approval of the Omnibus Incentive Plan. The principal purposes of the plan include providing a competitive long-term incentive program to attract, retain and strengthen the ability of Vermilion and its affiliates to retain qualified employees, officers, directors and consultants and promoting a proprietary interest in the company through share ownership in alignment with the interest of shareholders. The Omnibus Incentive Plan governs the grant of share awards, deferred share units, bonus awards and employer share savings plan contributions. The number of common shares reserved for issuance by the company under the plan is based on a 3.5% treasury growing reserve. In addition to common shares issued from treasury awards may be settled with cash or common shares acquired through exchange facilities. To be effective, the resolution approving the Omnibus Incentive Plan and all unallocated entitlements under the plan must be passed by a majority of votes cast by the shareholders present in-person or represented by proxy at the meeting.

Unknown Attendee

Analyst

I move that the ordinary resolution to approve the Omnibus incentive plan and all unallocated entitlements under the plan, the full text of which is settled on Page 22 of the information circular accompanying the notice of this meeting, be approved and authorized and the approval be effective until May 11, 2025.

Lorenzo Donadeo

Analyst

May I have the motion seconded?

Unknown Attendee

Analyst

I second the motion.

Lorenzo Donadeo

Analyst

Is there any discussion? I am advised that there is no further discussion requested on this item. If you have not already voted, please complete the electronic ballot for all items of business now through the virtual meeting platform. The voting will close momentarily. The next item of business is to table the consolidated audited financial statements of Vermilion for the year ended December 31, 2021, and the report of the auditors thereon. These financial statements were included in Vermilion's annual report, which was mailed to those shareholders who requested the financial statements, along with the notice of this meeting and the information circular. For your ease of reference, links to Vermilion's annual report, which includes the financial statements are available on our website under the heading, Invest with Us, subheading Reports and Filings. Are there any questions regarding the financial statements? I am advised that there is no questions regarding the financial statements. At this time, the voting is closed on all items of business. Please allow us a few moments to tally the votes and collect the scrutineers report. As mentioned at the beginning of the meeting, the exact results of the ballot voting on the items of business at today's meeting will be disclosed on the voting results report and our press release, which will be filed tomorrow, Thursday, May 12, 2022. The scrutineers have provided the preliminary report of the results of voting at today's voting. On the matter of fixing the number of Directors of Vermilion Energy, Inc. to be elected at 9. I am advised by the scrutineer that greater than a majority of the votes cast have been voted in favor of this resolution. Therefore, I declare the motion to fix a number of directors is carried. On the matter of electing Directors…

Anthony Hatcher

Analyst

Thank you. Thank you, Lorenzo, and thank you to everyone that joined us today. Now I'm going to provide you an update and overview of our 2021 results, discuss our Q1 2022 results, provide a general update on how things are shaping up for the balance of the year. Before I get started, I would like to refer to our advisory on forward-looking information. Describes forward-looking information, non-GAAP measures and oil and gas terms used today and outline the risk factors and assumptions relevant to this discussion. Turn off on Slide 16. I want to remind you of the core business principles that we outlined in 2020, maintain a strong balance sheet with low financial leverage, managed total payout ratio of less than 100%, consistently deliver results that meet or exceed expectations, protect equity and minimize dilution, maintaining a strong corporate culture. These principles are used to guide management's decisions as well as execute on our business. They have served us well over the past few years and will continue to guide us in the future. We appreciate the results we delivered in 2021. I think it's important to remember where we started the year. Looking at the 2020 column in the table on Slide 18, you can see that we ended 2020 with an overloaded balance sheet, and our #1 financial priority was to reduce debt. With this going focus, we announced a modest capital budget aimed at preserving liquidity, maximizing our free cash flow and reducing debt while positioning the company for long-term success. On the operational front, we delivered annual production of 85,400 BOEs a day, which was at the top end of our operatively revised guidance. With the help of strong commodity pricing environment, we generated a record $920 million of fund flow and $545 million…

Kyle Preston

Operator

Thank you, Dion. We do have a few questions online here. What I will do is read them out and let you and the team respond to them. So the first question, can you provide an update on your return on capital framework and when you expect to increase it and what form of capital return you are anticipating?

Anthony Hatcher

Analyst

Thanks for that. I'm going to pass that one over to Lars Glemser to address.

Lars Glemser

Analyst

Great. Thanks, Dion. And for sure. So our return to capital framework, it does remain consistent with prior messaging, which I'll summarize here. Just a reminder, our current dividend of $0.24 a share per year represents less than 2% of our pro forma FFO at ship pricing and less than 5% at mid-cycle. So really, there is ample room to increase this base dividend and stay within our targeted payout range of 5% to 10% of FFO at mid-cycle pricing. To address future return on capital opportunities. I think what we can do is use the approximate $11 per share of pro forma free cash flow that we are generating in 2022 to frame. For 2022, this FCF per share has been used to execute opportunistic acquisitions. And as Dion mentioned, these acquisitions are adding 16% more production behind each share upon exiting 2022 versus our original budget. We are also reducing debt to position us to exit the year below our net debt target of $1.2 billion, which translates to 1.2x leverage at our mid-cycle price deck. And then as mentioned, we're also -- we have reinstated a fixed dividend of $0.24 per share per year. So this really is a lot of free cash flow per share for a company trading at $24. And as we achieve that next debt target of $1.2 billion in the second half of this year, that free cash flow does not need to be as focused on debt reduction or inventory high-grading, given the progress that we've made on both fronts this year. So just to summarize the question here, the answer to the question, the combination of low current dividend payout ratio line of sight to achieving our next debt targets and a high free cash flow yield that is in excess of 40% provides ample opportunity to increase that base dividend and allocate meaningful free cash flow to share buybacks to further strengthen the company over the long term.

Anthony Hatcher

Analyst

Thanks, Lars. And just to repeat that message. We're quite excited about the level of free cash flow in our business and achieving these debt targets and unlocking that free cash flow or a portion of that free cash flow for our shareholders. Back to you, Kyle.

Kyle Preston

Operator

Yes. Thank you, Lars, and Dion. The next question up here is, given the recent events in Europe and the greater focus on energy security, are you seeing any positive developments from the regulators on permitting time lines and ability to expand production in the region?

Anthony Hatcher

Analyst

Thanks, Lars. I'll take this one. And I referred to it partially in the presentation here, but I would, say we're seeing a lot of constructive conversations with the governments and regulatory bodies, especially around our conversation around how we, as Vermilion could be part of that transition, in particular, provide more European gas into the mix. Some recent examples within Netherlands, there was a motion within parliament to accelerate the small field development. And we're -- that is the framework in which we operate these cash flows in Netherlands and Germany, lower [indiscernible], government has shown a new willingness to work with the industry to bring more production on. So what we're doing within our shop, we've actually added some resources to be able to get more permits in the system. And we're happy to work within the framework that's there. And again, encouraged by the discussions and the willingness and the need to have more certainty around the security of supply within Europe.

Kyle Preston

Operator

Thank you, Dion. Next question online here. Can you provide an update on your Croatia gas project, including timing of first production expected realized pricing, future drilling plans and ultimate production potential?

Anthony Hatcher

Analyst

Thanks, I'm going to pass that one over to Darcy, our VP of International.

Darcy Kerwin

Analyst

Thanks, Dion. So we anticipate that the SA-10 gas plant in Croatia will come on stream mid-2023. So as -- kind of as part of our conservative value-driven approach, we purchased this existing plant in the Netherlands and then moved it to Croatia. So the plant has a nameplate capacity of approximately 6 million cubic feet per day or approximately 2,500 BOED. And we could increase that capacity as necessary by debottlenecking that plant. In our 2022 drilling program, we intend to drill 2 additional wells on the SA-10 block. And any gas discoveries that we make would be tied into this gas plant with the intent really to keep the plant 100% full at plateau rates. We have also recently completed a 3D seismic program on our SA-7 block in Croatia, and our geoscience team is working to interpret the process data. We're pretty excited about the production potential on both of these blocks in Croatia, and we would expect that any gas production in Croatia would be exposed to the full TTF gas price. So it would be a full TTF price minus approximately EUR 1 per megawatt hour for transportation.

Anthony Hatcher

Analyst

Thanks, Darcy. Yes, it's fair to say we're excited about 2023 and getting these wells that have been tested it 18-plus million a day on production. But with that, back to you, Kyle.

Kyle Preston

Operator

Sure. We have one more question online here. Is Vermilion looking at other international acquisition opportunities? And if so, where?

Anthony Hatcher

Analyst

I'll take this one, Kyle. We obviously have our core operating regions in Europe, we touched on in the presentation. What we're excited about is we've got a strong, long track record, 25 years required from the majors jurisdictions and doing that at a very attractive rate of returns. As we look to the future, we see opportunities as the majors have announced their plans to divest in these areas. In particular, there's been announcements in Germany and Netherlands. So at this point, we kind of look at everything, we screen everything, but we don't bid on everything, but we do see a lot of opportunities in the future in the jurisdictions that we operate. So I think what the investors should expect is for us to continue to focus on the areas in which we are given the number of opportunities we see on the horizon. I think that's the best way and part of our consolidation strategy what we referred to in the presentation.

Kyle Preston

Operator

All right. Thanks, Dion. There are no further questions.

Anthony Hatcher

Analyst

Well, with that, I want to thank you again for participating in our conference call, and we'll adjourn the meeting.

Kyle Preston

Operator

Thank you. That does conclude today's conference. We thank you all for your participation. You may now disconnect.