Welcome to the 2021 annual meeting of Spark Power Group Inc. Please note the meeting is being recorded. I would now like to introduce Larry Taylor, Chair of the Board of Directors. Mr. Taylor, the floor is yours. Good morning. Will the meeting please come to order? My name is Larry Taylor, and I'm the chair of the board of directors of Spark Power Group Inc., and I will act as chairman of this meeting. Welcome to the 2021 annual meeting of the shareholders of Spark Power Group Inc. We have the following matters of business to conduct today. One. Presentation of the audited financial statements for the year ended December 31, 2020. Two. The election of six directors. Three. The reappointment of BDO Canada LLP as the corporation's auditors and the authorization of the board of directors to fix their remuneration. Before commencing with the meeting, I would like to draw your attention to the disclaimer and forward-looking statement slide that is on your screen. Please take a moment to review this slide. At this meeting, only registered shareholders and duly appointed proxy holders will have an opportunity to vote, all in real time based upon the web-based platform. If you submitted a proxy prior to the proxy cutoff, then you need not vote. Your management proxy holder will vote your shares as set out in your proxy. When an item of business is before the meeting for consideration, registered shareholders and proxy holders will be able to submit questions through the web portal as indicated. Questions and comments should be limited to that item. The name of the person submitting the question, as well as the question itself will be read aloud before being addressed. Questions that do not relate to the matter before the meeting, that are redundant or are unduly disruptive will not be addressed. I would like to begin the meeting by introducing the current members of the corporation's Board of Directors. I'm Larry Taylor, Chairman of the Board of Directors and Chair of the Corporate Governance and Nominating Committee. The other Directors of the corporation are Lucio Di Clemente, independent Director and Chair of the Audit and Risk Committee. Joseph Quarin, independent Director. Daniel Péloquin, independent Director. Andrew Clark, Co-founder, Director, and Vice Chair of the Board, and Jason Sparaga, Co-founder, Director, and Executive Board Chairman. We also have the corporation's officers with us today. Let me introduce them to you. Richard Jackson, President and Chief Operating Officer. Daniel Ardila, Executive Vice President and Chief Financial Officer. Eric Waxman, Co-founder and Chief Investment Officer. With consent of the meeting, Phil Lefcoe, General Counsel of the corporation, will act as Secretary of the meeting. A representative of TSX Trust Company, the corporation's transfer agent, has delivered an affidavit as to the proper mailing of the notice of the meeting materials. This affidavit is available if any shareholder wishes to examine it, and I direct Phil, secretary of the meeting, to attach it to the minutes of this meeting. If there is no objection, the reading of the notice of meeting will be dispensed with. We are all virtual today, so I would ask that everyone makes sure they are in mute mode on their computer device during the formal meeting and presentation. To facilitate the meeting, the corporation has requested that certain persons make and second the formal motions. I will call on these persons at the appropriate time. Voting on matters at today's meeting will proceed as follows. Voting on all motions will be conducted through the virtual meeting platform by electronic ballot. Registered shareholders and proxy holders will be able to vote by clicking on the voting icon on the left of your screen. We will announce prior to the end of the meeting when voting will close to allow you time to submit your final ballot. Once the balloting closes, the scrutineer will tabulate the results of the vote for each matter. Final results of the vote will be disseminated by news release and posted after the meeting under our profile on SEDAR and on our website. I request that the polls be open for all matters presented in the management information circular. After the formal business of the meeting has been completed, the senior executive team of the corporation will give a presentation about the corporation and our business. Following that presentation, you will have an opportunity to ask general questions through this portal. If any shareholder has any matter of individual concern, we invite you to send an email to investors@sparkpowercorp.com. A representative of the corporation will follow up and respond to your individual questions. With consent of this meeting, I appoint Christopher de Lima from TSX Trust Company to act as scrutineer of the meeting. We have received the scrutineer's report on attendance, which indicates there are present at this meeting, in person or represented by proxy, 64 shareholders holding 27,335,719 common shares, representing 50.38% of the outstanding shares of the corporation eligible to be voted at the meeting. I hereby declare that the requisite quorum of shareholders is present, and this meeting is duly and properly constituted for the transaction of business. I also direct that a copy of the scrutineer's report on attendance be attached to the minutes of the meeting. The first item of business is the presentation of the corporation's audited financial statements for the financial year ended December 31st, 2020, and the auditor's report thereon. A copy of the financial statements has been made available to shareholders, and additionally, are available on SEDAR at www.sedar.com. There is no action to be taken by shareholders regarding the financial statements. The next item of business is the election of six directors of the corporation. The management information circular mailed to shareholders lists the corporation's director nominees. The candidates for director who have been nominated to serve as director of the corporation's corporate governance and nominating committee and the board of directors are Larry Taylor, Lucio Di Clemente, Daniel Péloquin, Joseph Quarin, Andrew Clark, and Jason Sparaga. In accordance with the bylaws of the corporation, shareholders are required to provide advance notice of their intent to nominate candidates for directors. No such notice was received. Therefore, I declare the nominations for director closed. A motion to elect 6 directors as described in the management information circular is now in order. May I have a motion for the election of the persons who have been nominated? My name is Kim Samlall, and I am a proxy holder. I hereby move that each of Larry Taylor, Lucio Di Clemente, Daniel Péloquin, Joseph Quarin, Andrew Clark, and Jason Sparaga be elected as directors to serve until the next annual meeting of shareholders, or until his or her respective successor is elected or appointed. Thank you, Kim. Does anyone second the motion? My name is Craig Mace, and I am a Proxy Holder. I second the motion. Thank you, Craig. Are there any questions or comments on this motion? Phil, are there any questions to read out? No, Larry. Okay. A reminder to everyone that most of you have already cast your vote on these motions. If you haven't already voted, you don't need to vote again. Sorry. If you have already voted, you don't need to vote again today on your screen. You have heard the motion to elect the directors of the corporation for the ensuing year. I now call for a vote on the motion. Please vote by indicating for or withhold on your electronic ballot on your screen. The next item of business is the reappointment of BDO Canada LLP as the corporation's auditor for the next annual meeting of shareholders or until a successor is appointed, and to authorize the board of directors to fix the auditor's remuneration. May I have a motion on this matter? My name is Craig Mace, and I am a proxy holder. I hereby move that BDO Canada LLP be appointed as the corporation's auditor until the next annual meeting of shareholders, or until a successor is appointed, and authorize the board of directors to fix the remuneration to be paid to the auditors. Thank you, Craig. Does anyone second the motion? My name is Kim Samlall, and I'm a proxy holder. I second the motion. Thank you, Kim. A motion has been made to appoint BDO Canada LLP as auditors of the corporation until the next annual meeting of shareholders, or until a successor is appointed, and to authorize the board of directors to fix their remuneration. Are there any questions or comments on this motion? Phil, please read out any valid questions. There are no questions, Larry. Thank you, Phil. You have heard the motion. I will now call for a vote on the motion. Please vote by indicating for or withhold on your electronic ballot on your screen. Voting will close momentarily. Balloting is now closed. The scrutineer has provided me the preliminary report on the balloting. On the election of directors, I declare that Larry Taylor, Lucio Di Clemente, Daniel Péloquin, Joseph Quarin, Andrew Clark, and Jason Sparaga are duly elected as directors of the corporation to hold office until the annual general meeting of shareholders, or until their respective successors are duly elected or appointed, or they otherwise cease to hold office. On the appointment of auditors, I declare BDO Canada LLP are appointed as auditors of the corporation until the next annual meeting or until their successors are appointed, and that the board of directors of the corporation is authorized to fix their remuneration. This completes the business to be conducted at this meeting. Since there are no other matters to come before the meeting, I will call for a motion to terminate the meeting. My name is Kim Samlall, and I'm a proxy holder. I hereby move that this meeting be terminated. Thank you, Kim. Does anyone second the motion? My name is Craig Mace, and I am a proxy holder. I second the motion. Thank you, Craig. There being no objection, I declare the meeting terminated. I would like to now introduce Richard Jackson, President and CEO, Dan Ardila, Executive Vice President and Chief Financial Officer, and Eric Waxman, Co-founder and Chief Investment Officer of Spark Power Group, each of whom will offer some remarks about the corporation and our business. If you have logged into today's meeting as a guest and you would like to be able to submit questions following the management presentation, please refresh your browser. After the business presentation is concluded, the TSX Trust officer will join the meeting and indicate that the meeting is terminated, and all participants will be disconnected at that point. Over to the management team. Thank you, Larry. Good morning, everyone, and thank you for joining us for Spark Power's 2020 AGM and management presentation. With me today is our executive team, including our Executive Vice President and CFO, Dan Ardila, and Co-founder and Chief Investment Officer, Eric Waxman. This past year has been a period of change and progress at Spark. Throughout 2020 and into 2021, the COVID-19 pandemic created unprecedented challenges across the globe. Although our organization has not been exempted, I am happy to say that we are entering a post-pandemic world, and within our company, business has started to resume to pre-pandemic levels. In the field and in our offices, Spark's employees have maintained excellent service while adhering to changing public health protocols around COVID-19 to ensure our safety-first culture. Our field technicians, whose job often requires them to be on sites and interacting with others in person, have met these challenges head-on by adhering to increased health and safety protocols while maintaining a high-quality service. In January, I was pleased to step into my current role as President and CEO. I'm honored to lead Spark as it evolves and reaches the next stage of maturity and want to thank and acknowledge our founders and our board of directors for this opportunity. Together with our senior leadership team, we are creating a more streamlined management structure to help create more efficiencies across the organization that places emphasis on our field-focused operating model. In 2021, we are very much focused on delivering on our annual strategic imperatives tactically aligned with our broader growth strategy. Part of this focus is an emphasis on One Spark, an initiative to integrate all our brands together under the One Spark name, except for Bullfrog, our sustainability brand. This integration also includes the incorporation of our company values, trust, team, excellence, community, and sustainability throughout everything that we do. These values were created using direct employee feedback and are helping us shape our culture and our customer relationships. We are also very much focused on the implementation of our operational excellence program and function within Spark. As a field services organization operating across North America, it is imperative for us to focus on enhancing and standardizing our key business processes as an integrated platform to provide consistent services that deliver predictable results in our operations every day. Major initiatives supporting our operational excellence roadmap include our two-year technology transformation, focused on streamlining and integrating our operating systems and IT network, ultimately moving us to an enterprise-class technology platform. This major initiative plays directly into our drive for more predictable operational excellence as we continue our rapid growth. Our strategic review process, which launched in February 2020, is ramping back up as the pandemic scales down. Conducted by the special committee on our board, the process is designed to identify, evaluate, and consider a broad range of alternatives available for the company to secure the necessary capital to execute our strategic growth plan up to and including a full recapitalization and sale of the company. I remain deeply excited about the Spark strategy, a growth strategy driven by four key pillars. One, our brand promise in being our customer's trusted partner in power, which centers around deep, long-term relationships that provide our customers the opportunity for working with a one-stop electrical services provider. With our integrated suite of electrical services and our growing branch network, we can do more for our customers in supporting their electrical power needs. Two, our field-focused operating model. As CEO, one of my highest priorities is to continue to drive our field-focused operating model. This is centered around our operating sites and branch network and puts our field employees at the center of everything we do, especially in terms of how corporate support functions provide the necessary support to them every day, and letting our teams in the field continue to build their customer relationships where we perform work every day. Three, our high-performance One Spark culture. We have the best employees in the industry, and we strive to be the employer of choice in the industry. Our ongoing focus on culture through employee engagement, career training, and development programs, very competitive compensation and benefit programs, and our focus on community supports this growth strategy. We are building a culture that will enable employees to work for Spark from the time they start their career to the time they retire. Lastly, our approach to sustainable, organic, and acquisitive growth. We continue to drive growth in our acquired companies as a scalable platform by going to market as our customer's trusted partner in power. Our combined service offering continues to support our organic growth, along with expanding branch network as we continue to grow. Our new sales organization and the emerging marketing structure we are creating within Spark is focused on opportunities for organic growth across all operating regions and business segments. We continue to build out our M&A target list using our in-house M&A team. Our M&A focus continues to be built around growing in our end markets, expanding our service offering, or complementing an existing part of our operations. It continues to be a key success factor in our growth strategy going forward. I will now ask our Executive Vice President and CFO, Daniel Ardila, to provide some insight around our financial strategy, which underpins all of this. Actually, sorry. I'm going to move this over to Eric to walk us through the strategic review process. Eric? Yeah. Thanks, Rich. Just to give a little bit of background and history, the strategic review process, the company first announced it back in February 2020. The purpose of the strategic review process is to explore capital partners to support the continued growth of the company and enhance shareholder value. It is being overseen by a special committee of the board of directors made up of our independent directors, Larry Taylor, Joseph Quarin, and Lucio Di Clemente. With the onset of the COVID-19 pandemic back in March 2020, the strategic review process was put on hold. In the fall of 2020, the special committee and the company announced the resumption of the strategic review process. This past May 2021, the company provided an update on its strategic review process. That update provided was that after reviewing and evaluating the various strategic alternatives, the special committee recommended and the board of directors approved the initiation of a formal sale process for the company. It was also announced at that time that the special committee is working cooperatively and closely with the co-founders of the company, who collectively hold approximately 45% of the company's outstanding shares to maximize value for all stakeholders. Each of the founders has indicated their preference to sell their entire interest in the company in a value-enhancing transaction. The intention is to complete the strategic review process in a timely fashion. However, there can be no assurance that the strategic review will result in any transaction or if any transaction is undertaken as to the terms or timing of such a transaction. Spark Power will provide an update on the process and the status when further disclosure is necessary and/or appropriate. I will now ask our Executive Vice President and CFO, Dan, to please provide some insight around our financial strategy, which underpins all of this. Thanks, Eric. It would be an understatement to say that fiscal 2020 was a challenging year from a financial perspective for Spark Power. Similar to most companies, the impact of COVID-19 had and continues to have a significant impact on our business from a human, financial, and social perspective. From the outset of COVID in early 2020, we established our primary focus to be on the health and well-being of our employees. From a financial perspective, our focus was on maintaining liquidity in our business, working with our lenders to modify debt structures to support the business through uncertain times, managing costs, and ensuring we were able to meet the varying needs of our customers. As we move into 2021, we are still feeling the impact of COVID-19 on our financial results, and our teams continue to successfully rise to those challenges. I would like to spend a few minutes discussing three key initiatives in our business with a significant finance element. Our capitalization and liquidity strategies, our operational excellence in IT business platform initiatives, and performance management. In the short term, we continue to manage liquidity and capital needs by staying keenly focused on a variety of initiatives, including optimization of our order to cash cycle with specific emphasis on speed to invoice, reductions in day sales outstanding, and improved accounts receivable aging. Second, prudent capital expenditure controls. Thirdly, expansion of our operating line facilities with our lender. Fourthly, modifications to our existing term facilities to extend the term of the facility, improve covenant headroom, and provide for a lower and more predictable repayment schedule. We anticipate these initiatives will support our business needs as we move into the second half of 2021, which historically are our strongest two quarters. Our long-term capitalization goals, being syndication of our debt and the successful completion of our strategic review process, have been clear for some time and will continue to be a key focus of management over the months to come. Our system and IT platform project was fully launched in Q2. This project was appropriately coined Project Darwin due to the evolutionary and transformational impact this project will have on Spark Power. To date, extensive work has been performed by our team in documenting and understanding our current business processes that can vary between business units, and developing new end-state business processes that will be adopted by the entire organization. These go-forward processes will be housed by a new common IT platform. Our goal at the end of this two-year journey is that Project Darwin will rationalize our systems and processes and technologies, and implement a next generation technology platform that is scalable, secure, and sustainable. Once implemented, it will enable continuous improvement through process automation, end-user self-service controls, and enhanced use of data and analytics, supporting our pursuit of operational excellence. I can't emphasize enough the impact this initiative will have on our operating effectiveness and ultimately our performance levels. At the beginning of 2021, we also launched the company-wide focus on operational excellence. The company promoted 2 of its key operations-focused team members to managers of OpEx, 1 focused in Eastern Canada and 1 focused on Western Canada and the United States. The focus of these managers has been twofold. Firstly, given their prior operational experience to play a significant role in the process mapping and end-state process discussions critical to Project Darwin, secondly, to drive the key elements of operational excellence throughout their organization. Their ultimate objective is to create an embedded culture within Spark, promoting continuous operating improvement by soliciting and acting on ideas from all levels of the organization, with a big focus on our field personnel who work in the trenches every day. We are very pleased with the initial response to this important and long-lasting initiative. Since the initial impact of COVID-19 on our business, our revenues have performed well. All of our business units have shown resiliency through COVID-19 with solid growth trajectories, given the challenging environment. Management of our renewables segment has driven exceptionally strong growth due to a strong service offering and customer service in both the wind and solar areas, both in Canada and the U.S., and the impact of a rapidly growing market and the essential service nature of the work we perform. As we look forward, we are seeing signs of customers committing to significant new capital programs in our technical service business that are expected to start in the second half of 2021 and into 2022 to drive this business segment to its historical growth levels. Our recent challenges have been on gross margins. COVID protocols continue to materially impact labor efficiencies, and material costs continue to rise at abnormally high rates. Despite the impact of COVID on our business, we believe that our operating framework for managing our business remains intact. As COVID impacts on our margins diminish, the impact of our operational excellence initiative take hold and will continue initiatives to drive scale in our SG&A structure. Our ultimate goal of returning to a sustainable EBITDA performance level of 15%-20% is very achievable. In summary, our goals from a financial and strategic process are clear and are ultimately focused on three key considerations for our business leaders. Driving improving, consistent, and sustainable growth in EBITDA margins. Generating free cash flow through operating performance and working capital optimization. Building a strong, solid capital structure for growth and ultimately driving maximum shareholder value. With that, I will turn the call over to our operator. Operator, please go ahead. Dan, maybe I'll jump in because there's a couple of questions that we have here that we've been receiving. I'll read out the questions and then direct them. First question we have is: how is the company progressing with SG&A cost reductions? Are the severance and termination costs expected to be a thing of the past? Dan, this is a question for you. I'm assuming the question is in reference to the SG&A initiatives we took at the end of last year, beginning of this year. The majority of those have been realized through the business. There's a couple of items that were really an annual focus, but I would say 85%-90% of those cost improvements are now embedded within the business. Regards to the second question, there are no severance costs related to that initiative that are pending. Of course, as part of a growing business, we're constantly focused on our SG&A profile. We believe it is a solid profile now for growth into the future, and certainly don't anticipate any significant severance costs being incurred as we move forward. Thank you, Dan. Next question, this will be for you, Rich. Why not consider selling Bullfrog as it doesn't seem like it has a lot of synergies with technical services or renewables divisions? Thanks, Eric. Yeah, actually, indeed, it does have a tremendous amount of synergy with our renewables and technical services platform. The way we have positioned ourselves with the Bullfrog business really is our sustainability business in terms of how we report. That business is initiating new opportunities with large industrial customers, primarily in technical services, surrounding the ability for us to not only do the work on the ground by way of doing electrical upgrades and energy efficiency infrastructure upgrades. Also working with executives in some of our larger industrial customer base to green their energy, to look for opportunities to source and procure green energy credits, which also plays into our PPA program that we launched late last year. There is a synergy there, without question. I often get asked that same question about the optionality of Bullfrog itself, whether it's on strategy or not. We're very bullish on Bullfrog. We're very bullish on our sustainability group. We always have the ability to have optionality around it as well in terms of how we look at the forward approach with our recapitalization and strategic review process. Thank you, Rich. Next question, it'll be for you, Rich, as well. Do you have the ability to pass through any cost inflation to customers? Yeah, the answer is absolutely yes. Not unlike most industry, inflationary cost increases are always something that we look to pass on to customers by way of price increases and how we quote the business. Having said all of that, there is a portion of our business that is priced under MSA, and so we are restricted to certain areas of pricing in the business that basically is contractual. Generally speaking, any opportunity that we have where we have the ability to pass on inflationary cost increases, both on material and labor, certainly, we look to do that through a pass-through. Excellent. Thanks, Rich. Question for you, Dan. What is the total CapEx per year with breakdown between maintenance and growth? I think we commented at the first quarter review that the expectation for 2020 was total CapEx in the CAD 5 million-CAD 6 million for fiscal 2021. We had expended about CAD 1 million in the first quarter, and I think I indicated that I expected about CAD 3 million-CAD 3.5 million of that total would be in the back half of the year, related primarily to our Project Darwin initiative. I would consider that project more of a growth-related initiative. Of that CAD 5 million-CAD 6 million, we'd probably see CAD 2 million of maintenance and the balance being a growth initiative. Okay. Any other questions, Eric? No. There. Sorry, Rich. Thank you. Mute issue. There's a couple of other questions that have come in that relate to questions around the Badger process and some other items that we can't disclose other than through public release in consultation. Please keep an eye out for future public releases for information with respect to that. That covers the questions. There's nothing further to disclose in the Badger process at this time other than what the report that I gave earlier in the presentation. As things become disclosable and reportable, we will certainly press release that for our shareholders and the public. Okay, great. That concludes the management presentation today. I'll pass it over to our operator. Thank you for joining today's meeting. You may now disconnect.
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