Welcome to the 2023 Annual Meeting of Spark Power Group Inc. Please note that the meeting is being recorded. I would now like to introduce Lucio Di Clemente, Chair of Board of Directors. Mr. Di Clemente, the floor is yours. Good morning. I will now call the meeting to order. My name is Lucio Di Clemente, and I am the Chair of the Board of Directors of Spark Power Group Inc., and I will act as chair of this meeting. Welcome, and thank you for taking the time to attend the 2023 annual meeting of the shareholders of Spark Power Group Inc. We have the following matters of business to conduct today. One, the presentation of the audited financial statements for the year ended December 31, 2022. Two, the election of five 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 through a web-based platform. If you have submitted a proxy prior to the proxy cutoff, 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. Again, I am Lucio Di Clemente, a Director and Chairman of the Board of Directors. The other directors of the corporation are Joseph Quarin, an Independent Director. Daniel Péloquin, also an Independent Director. Andrew Clark, Co-Founder and Director. Jason Sparaga, Co-Founder and Director, and Eric Waxman, Co-Founder and Director. We also have two of the corporation's officers with us today. Let me introduce them to you. Richard Jackson, President and Chief Executive Officer, and Richard Perri, Executive Vice President and Chief Financial Officer. With the consent of the meeting, Paul Demarco, In-house Counsel of the corporation, will serve 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 meeting materials. This affidavit is available if any shareholder wishes to examine it, and I direct the secretary of the meeting to attach it to the minutes of the meeting. If there is no objection, the reading of the notice of meeting will be dispensed with. To facilitate the meeting, the corporation has requested certain persons to make and second the formal motions. I will call on those 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 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 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 by clicking on the Ask Question button located on the left side of your screen. 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 the 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 that there are present at this meeting, in person or represented by proxy, 75 shareholders holding 50,022,584 common shares, representing 54.9% 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 this meeting. The first order of business is the presentation of the corporation's audited financial statements for the financial year ended December 31, 2022, 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 five directors of the corporation. The management information circular mailed to shareholders lists the corporation's director nominees. As noted in the circular, I have made the difficult decision not to stand for re-election for personal reasons. The candidates for director who have been nominated to serve as directors by the corporation's corporate governance and nominating committee and the board of directors are Daniel Péloquin, Joseph Quarin, Andrew Clark, Jason Sparaga, and Eric Waxman. 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 directors closed. A motion to elect five directors as described in the information circular is now in order. May I have a motion for the election of the persons who have been nominated? My name is April Curry, and I am a proxy holder. I hereby move that each of Daniel Peloquin, Joseph Quarin, Andrew Clark, Jason Sparaga, and Eric Waxman be elected as directors to serve until the next annual meeting of shareholders or until their respective successor is elected or appointed. Thank you, April. Does anyone second the motion? My name is Deeksha Sharma, and I am a proxy holder. I second the motion. Thank you, Deeksha. Are there any questions or comments on this motion? Not hearing any. Oh, sorry. Mr. Chair, there are no questions. Okay. Thank you. Not hearing any, a reminder to everyone that most of you have already cast your vote on these motions. If you have already voted, you do not 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 will now call for a vote on the motion. Please vote by indicating for or withhold on your electronic ballot on the screen. Sorry. Okay, there's just a little interference on the line. I'll carry on. The next item of business is the reappointment of BDO Canada LLP as the corporation's auditor until 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 Deeksha Sharma, 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, Deeksha. Does anyone second the motion? My name is April Curry, and I am a Proxy Holder. I second the motion. Thank you, April. 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? Mr. Chair, there are no questions or comments. Thank you, Paul. 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 on all motions will close momentarily. I will pause now to allow you to complete your voting. Balloting is now closed. I will wait for the scrutineer's report. The scrutineer has provided me the preliminary report on the balloting. On the election of directors, I declare that Daniel Péloquin, Joseph Quarin, Andrew Clark, Jason Sparaga, and Eric Waxman are duly elected as directors of the corporation to hold office until the next annual 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 formal 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 April Curry, and I am a proxy holder. I hereby move that this meeting be terminated. Thank you, April. Does anyone second the motion? My name is Deeksha Sharma, and I am a proxy holder. I second the motion. Thank you, Deeksha. You've heard the motion. I will now ask whether there are any objections. Please indicate such objections in the Ask a Question form of the virtual meeting platform. There being no objection, I hereby declare the meeting terminated. I would now like to introduce Richard Jackson, President and CEO, and Richard Perri, Executive Vice President and CFO of Spark Power Group Inc., each of whom will offer some remarks about the corporation and our business. If you have logged into today's meeting as a shareholder or proxy holder and would like to be able to submit questions following management's presentation, please refresh your browser. Thank you, Lucio. Today's presentation, which follows the formal meeting, and the written materials have been prepared by management of Spark Power Corp. solely for the purpose of providing general information about the business of the company to stakeholders. This presentation is not and shall in no circumstances be construed as an offering document and does not constitute an offer or solicitation to buy or sell any securities in any jurisdiction. No one has audited or otherwise attempted to independently verify the accuracy or completeness of the information contained herein, including information relating to the company and information of a general market nature which the company has obtained from publicly available sources believed by management to be reliable. Neither management or the company makes any express or implied representation or warranty regarding the accuracy or completeness of the information contained in today's presentation or the use of the information for any particular purpose. Management and the company expressly disclaim any and all liability for the accuracy of any written or oral communication transmitted or made available to any recipient of the presentation. During today's meeting, officers and directors of the company, in their presentations or in answering questions, may make statements which are forward-looking statements for the purposes of applicable securities laws. Forward-looking statements are not assurances of future performance and are subject to risk and uncertainties. The actual results, performance, or achievements of the company and its business may be materially different from the anticipated results, performance, or achievements expressed or implied by forward-looking statements. The risk and uncertainties include, but are not limited to, those discussed in the annual information form of the company for the fiscal year ending December 31st, 2022, filed on March 28th, 2023, which has been published on www.sedar.com. The officers and directors have applied certain assumptions and factors in making forward-looking statements, including as discussed in the annual information form of the company for the fiscal year ending December 31st, 2022, which has been published on www.sedar.com. Shareholders should consult the more detailed discussion of these and other risk factors relating to the company and its business in the company's most recent annual information form. Forward-looking statements are based on the officers' and directors' beliefs and opinions, and undue reliance should not be placed on any forward-looking statements. The company does not undertake to update or supplement any forward-looking statements unless required to do so by applicable law. I'll now hand it over to Richard Jackson. Thank you. Good morning. I just want to highlight our 2022 year-end review. Upon a lot of reflection by myself and my leadership team, I just wanted to highlight some of the main themes of the business in 2022. 2022 saw some improved trending in our zero incident safety culture. We saw improved safety metrics right across our portfolio, and we continue to see that year to date in 2023. I'm super proud of our team for continuing to commit to the zero incident safety culture that we've built in Spark Power. Another highlight of last year was our continued market expansion across North America. Obviously, we continue to build a business in an ecosystem that has very strong market tailwinds. One of the areas of focus for us last year as part of our continued U.S. expansion has really been on our solar and battery storage Expansion on operations and maintenance contracts throughout the United States, and our continued focus on our technical service approach platform in the U.S. as well. Super pleased with the direction we're going in the United States. Obviously, the last couple of years, and something that I've talked about as CEO of the organization for a couple of years now, we are in the process of integrating all of our formerly acquired organizations into one common operational structure and one leadership platform under our One Spark operating platform going forward. Last year was a very significant year for the continuation of our integration. Obviously, lots of change internally in the organization, but also focused on the long-term scalability of our platform. In that last year, we also launched our first phased rollout of Project Darwin. Many of you have heard us talk about Project Darwin over the last couple of years. This is really focused on our systems integration, our business process integration, and overall enterprise ERP development. This year, in 2023, we continue to expand that into our Canadian operations and look forward to closing that out towards the end of the year or into early 2024. One of the things I'm super proud of with our team is last year we set out the time and worked on the formulation of our new strategic plan, the Let's Grow Better 2025 plan, which I'll talk about here shortly. This will really become the guidance for the business over the next three years as we continue to build off our platform. Lastly, another highlight in 2022 was a reflection on our core assets and some of the portfolio and in our strategic discussions and looking forward into the business, assessing where we thought there were opportunities for us to divest, and that was where we led to the Bullfrog divestiture back in the fall of 2022. Couple of things that came out of that. One, obviously, the opportunity for us to reduce some of our debt and improve our balance sheet. Even more importantly, looking forward, getting the business focused on its core, and that really is our technical services and renewables business segments. Our strategic plan, the Let's Grow Better three-year strategic plan, was formulated through our senior leadership team. We started this process in mid-year last year, worked through formulating this, and launched it in January of 2023. All across our enterprise, we've pushed this out into the market as well. Some of our shareholders have now been able to view some of the main elements of our strategic plan. Really, the key focus of our business between now and 2025 highlights itself in four different areas. One is profitable growth, continued gross margin, EBITDA expansion, a very significant focus on free cash flow generation. The business is now in the next stage of maturity and really needs a focus on our ability to convert our profit into cash. The right sizing and scalability of our SG&A costs. We spent a lot of time last year in 2022 really working on our cost base. The sustainable and balanced growth, both organic and acquisitive. I get many questions on our acquisitive opportunities, and I've been very clear on this. We'll integrate our business and get it set as a platform so that in the future, if acquisitions make their way back into our business, we have the ability to do proper integration and to bring them into a scalable platform. One of the things that I'm most excited about is our targeted go-to-market. In the last year, through our commercial leadership and the rest of our senior leadership team, we've been very focused on a targeted go-to-market. One of the things that found its way in our new strategy is our brand promise, and that is to be our customer's trusted partner in power. We continue to build deep, long-term relationships with our customer base right across North America. The other major aspect of our targeted go-to-market is intentional customer segmentation, becoming very focused in our service offerings by all of our operating regions right down to the customer segment. Our enhancement of customer experience and commercialization initiatives. Obviously, as a company grows as quickly as Spark did through organic growth and acquisitive growth over the last three or four years, one area of focus for us today is really becoming sharp on the customer experience and how we mature that long-term. A third piece of the strategy that's critical for our success is our U.S. market maturity. When we started our U.S. market expansion in 2019, we really went into that market almost on a greenfield basis. We did a small acquisition in the western part of the country. That business now represents more than 35% of our business today, and that will continue to grow. Obviously, with that, we did build out the market. We did take some risks in the type of work we brought on through that period. This next three years is really about focusing on the market maturity in the business, really scaling out a branch network model, the branches that we've invested in in the U.S. A targeted footprint expansion. We have a very clear path on where we're targeting our moves in that market. Continued focus on our integrated operational model. In 2022, we took a lot of time to really bring our teams together in the renewables and technical services segment and to put it under one set of common leadership and bring the integration through the U.S. I'm proud to say that our U.S. business today is now fully integrated and is fully operational on the new Darwin platform. Then the last thing, and another common theme in our business, is just continuing to get to the integrated platform. Really maturing the One Spark operating model, leveraging all of the integrated platforms to realize productivity benefits and to unlock the value of that, and honing in on the standardized business processes and common language that we've driven through the integration and building off an operational excellence platform. These are four key areas of our strategy that highlight where our team's focus is through 2025. The Let's Grow Better strategic plan, it forced our team to really reflect on our vision, our mission, what the guiding principles are of the company, and then really where our focus is from a strategic standpoint. We came up with three strategic pillars: customer, people, operational excellence. Embedded in those three pillars are work streams, strategic work streams that are basically a bunch of initiatives within each of those that really highlight where we're taking the business to based on my previous comments in the four key focus areas. Customer is really, again, taking a customer-centric approach, really focusing on a targeted go-to-market strategy, addressing the market more maturely, accelerating our expansion of the U.S. footprint where possible, and applying the highest standards of excellence to our every day. On the people side, we are a services business. We're a non-union electrical services company. Every day, we bring on new people to service our customers. One of the key elements or key pillars in our strategy is to focus and foster that. There's a couple of key initiatives within that I think that will help drive not only the continued cultural development of the business, but also becoming more robust, more predictable, playing directly into our operational excellence. That's building off learning and growth, really giving our employees an opportunity to start at Spark and see a path where they can actually work their whole career at Spark and retire. Nurturing talent through effective talent management practices. We've done a significant amount of work in the last couple of years on our training and development platform, Spark U. As many of you have heard, we've taken on skills development funding from the Ontario government to help bring up our training and development and promote the skilled trades. In the last year, we've also developed two training centers, one in the U.S. in South Texas and one here in Oakville, Ontario, as part of our continued commitment to training and developing all of our field employees. Lastly, I would say on the people side is really cultivating strong leadership and business acumen. As our company continues to migrate itself from the founder area of the business into the more mature long-term focus, one of the things that I've been very focused on is building up the leadership and business acumen of all of our managers across the organization. Operational excellence finds its way into the strategy. This is an extremely important area for me. I believe that over the next three years, as we take the integrated platform and move it to the next level of maturity, we move away from what I call the One Spark integration model into what I call the Spark way of doing things. My vision for the business is that at the end of this three-year strategic cycle, that employees within Spark live in an ecosystem where there's just a way of doing things at Spark, and it's embedded in operational excellence. Things like really optimizing our organizational performance, enhancing productivity through our resource utilization and workforce planning, establishing continuous improvement initiatives, and transitioning Spark into a profitable, mature, and scalable platform. These are the three key pillars of the strategic plan. I look forward to reporting out on this in the coming quarters and as we navigate through it. I'm super excited about it, and I really believe this is an opportunity for Spark to create shareholder value over the short to midterm. I'm going to pass it over to Richard Perri just to give you a brief financial update, and where we're at today. Thanks, Rich. I will now provide a brief overview of our financial results for 2022 and Q1 2023. In 2022, the business executed a number of initiatives to restructure our operations as part of the final stages of integration and shift our focus to higher-margin service work in support of improved earnings and cash flow generation. Overall, we were focused on four key financial priorities. One, margin expansion initiatives to counteract the significant impact of cost inflation that carried over from late 2021 and improve revenue mix. Two, execute the final stage of integrating our field operations to streamline costs and optimize our service delivery model. Three, rationalize our portfolio with a focus on our core business, specifically our technical services and renewable segments. Four, free cash flow generation with a focus on working capital management. We made significant progress on all four key priorities over the course of 2022, with tangible results realized in the second half. In terms of financial results for 2022, we experienced strong revenue growth in our core business of 11.3%, primarily tied to higher project work in technical services and continued momentum in our Renewables segment. With regards to adjusted EBITDA margin, we were able to overcome the significant impact of cost inflation on material cost inputs and realize operating leverage in our cost base as we executed our restructuring program and streamlined headcount. As we look at the composition of our revenue portfolio, the charts on the left show the year-over-year growth by segment. Both our technical services and Renewables segments continue to experience strong growth as we expand our U.S. market penetration and capitalize on the solar demand. Our technical services business benefited from several large projects that carried forward from late 2021, contributing to higher project mix and impacting gross margin realization in the first part of the year. Looking at revenue by market on the right side of the chart, we see the impact of our U.S. expansion strategy with our share of revenue from the U.S. increasing to over 34%. We will continue to target key markets for investments to drive profitable growth and capitalize on the significant opportunity to increase market share in both our technical services and renewable segments. As we turn to 2023, we are highly focused on profitable growth and free cash flow generation. More specifically, the key financial imperatives include, one, margin expansion initiatives to improve margin realization across our portfolio. Two, targeted revenue mix as part of our new go-to-market strategy that Rich referred to. Three, ongoing cost actions to optimize our SG&A cost base and scale our operations for the next stage of growth. Four, reduce working capital to support consistent free cash flow generation. With respect to the quarter, total revenue was flat compared to prior year, reflecting the ramp-up of our new go-to-market strategy, combined with prior period comparatives that included large project work, which carried over from late 2021. Although we see opportunities in the market to drive top-line growth, our focus through the first part of the year remains on shifting our revenue mix to higher margin service work, executing our next wave of gross margin expansion initiatives, and continuing to reset our cost base in support of sustainable earnings growth. In the first quarter of the year, adjusted EBITDA margin showed significant improvement over prior year, reflecting the benefits of the work done over the last 12 months to reset the business. The last item I will cover is an update on cash flow and liquidity. During the first quarter, we generated cash flow from operations of CAD 1.9 million as compared to cash used by operations of CAD 13.7 million in Q1 2022. This represents a third consecutive quarter of positive cash flow generation from operations, as supported by lower contract asset balances tied to improving invoice cycle time. We did not see this fully convert to free cash flow in the quarter due to delayed billings related to the US Renewables ERP implementation, a portion of which remained in accounts receivable at the end of the quarter. We also had capital expenditures of CAD 2.3 million in the quarter and debt repayments of CAD 2.3 million as well. As a result, overall bank indebtedness increased from CAD 24.9 million at the end of December 2022 to CAD 29.5 million ending March 31, 2023. We will continue to tightly manage our working capital, reduce spend, and assess investment needs with a heightened level of rigor in order to maximize cash flow generation moving forward. Subsequent to the quarter, we worked closely with our lender to revise the financial covenants for the amended and restated credit facility signed on November 30, 2022, to reflect the divestiture of Bullfrog Power from historical comparatives, as well as the impact of higher interest rates. This provides the flexibility required as we execute on our three-year growth strategy. That concludes my remarks, and I'll pass it over to the operator for any questions. Okay, there's no questions. Just want to, again, thank our shareholders, thank our newly elected board, thank Richard and our management team for the continued work that they're putting into our company. We look forward to reporting out in the quarters to come. Thanks again for attending. Thank you for attending today's meeting. You may now disconnect.
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