Polaris Renewable Energy Inc. (PIF) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to the 2024 Annual and Special Meeting of Shareholders of Polaris Renewable Energy Inc. Please note that the meeting is being recorded. I would like to introduce Jaime Guillen, Chairperson of the Board of Directors. Mr. Guillen, the floor is yours.

Thank you. And good morning, ladies and gentlemen, and thank you for joining us today. My name is Jaime Guillen, and I am the Chairperson of the Board of Polaris Renewable Energy Inc. I would like to, as Chairperson of this Annual and Special Meeting, on behalf of the Board, I wish to express thanks to those shareholders who have submitted their proxies in advance of today's meeting. Since this meeting is being held in a virtual-only format via live webcast, we think it is necessary to set out a few rules for the orderly conduct of the meeting. Questions in respect of a motion can be submitted by a registered shareholder or duly appointed proxy holder by clicking on the Ask a Question button on the left side of the platform and typing out and submitting your comments and/or questions. Questions will only be addressed during the question period at the end of the meeting, provided the questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting itself. For the purposes of the meeting today, the voting for all resolutions will open at once. Registered shareholders and duly appointed proxy holders who have logged in to the TSX Trust web platform with their valid 12-digit control number and who wish to vote during the meeting may vote live throughout the meeting when voting is announced closed through the Vote button on the left side of the platform. If you completed a proxy in advance of the meeting and prior to the proxy cutoff time, your vote has already been tabulated according to your instructions. If you have already voted your shares by proxy prior to the meeting, you do not need to do anything at this time. Please note that if you have logged into today's meeting using your control number and you would like to change your vote, you will have revoked any previously submitted proxies. And in order to have your vote counted, you will need to complete the online ballot through the Vote button during the allotted time at the end of this meeting. You will only have 3 minutes to do so. We will now proceed with the formal portion of today's meeting. I will move each item, and I have been advised by Mr. Murnaghan, the Chief Executive Officer of Polaris, and a duly appointed proxy holder in attendance today that he would be prepared to second every motion today. So I move -- sorry, he would be prepared to second each of the motions I so move accordingly. Unless there is any objections, I will take such motions as seconded with no further action needed. I will remind you that only holders of common shares as of the record date for this meeting, being the close of business on May 1, 2024, or their duly appointed proxies are entitled to vote or ask questions at this meeting. You are nonregistered shareholders if you hold your shares through a bank or intermediary and you have not arranged to be appointed as proxy for such intermediary with respect to your shares. If there are any registered shareholders or duly appointed proxy holders who have inadvertently logged into the meeting as a guest but intend to vote by online ballot during the meeting, please log back into the meeting as a registered shareholder or duly appointed proxy holder as per the instructions provided to you so that you can vote and/or ask questions at this meeting. I now call to order this Annual and Special Meeting of Shareholders. In accordance with the company's bylaw, I will preside as Chair of this meeting. With the consent of the meeting, I would ask Anton Jelic, the company's CFO and Corporate Secretary, to act as Secretary of this meeting. I would also ask TSX Trust Company to act as Scrutineer for this meeting, to report on the number of common shares at this meeting, to tabulate the votes on any ballot or poll taken at this meeting and to report to me as the Chair. The notice calling this meeting of shareholders was dated May 17, 2024 and was made available to all shareholders in accordance with the Business Corporations Act of Ontario and National Instrument 54-101. The purpose of today's meeting is set out in the Notice of Meeting. We have received an affidavit of mailing from our transfer agent indicating that the notice and access materials were properly mailed to the company's shareholders of record as of May 1, 2024 and made available under the company's profile on SEDAR accordingly. Unless there is an objection, I will dispense with the reading of the Notice of Meeting. The notice and access materials were mailed to shareholders on May 17, 2024. Copies of the Notice of Meeting, Management Information Circular and Form of Proxy are available under the company's profile on SEDAR and the company's website. I direct that a copy of these materials, together with proof of mailing, be attached by the Secretary to the minutes of this meeting. Pursuant to the amendment to the corporation's bylaw #1, quorum for the transaction of business at this meeting is 2 persons who are or who represent by proxy shareholders who, in the aggregate, hold not less than 10% of the issued shares entitled to be voted at the meeting. The Scrutineer's report shows that there are 46 shareholders holding 10,372,115 common shares, represented in person or by proxy at this meeting. This represents 49.21% of the 21,075,474 common shares issued and outstanding as of the record date. I therefore declare that a quorum is present. I direct the Secretary of the meeting to attach a copy of the Scrutineer's final report on attendance to the minutes of this meeting. If you completed a proxy in advance of the meeting and prior to the proxy cutoff time, your vote has already been tabulated according to your instruction. If you have already voted your shares by proxy prior to the meeting, you do not need to do anything at this time. However, please note that if you have logged in to today's meeting using your control number and you would like to change your vote, you have revoked any previously submitted proxies, and in order to have your vote counted, you will need to complete the online ballot during the allotted time at the end. As due notice has been given in accordance with the Business Corporations Act of Ontario and our articles, and quorum being present, I now declare this meeting to be constituted for the transaction of business for which it has been called. During the course of this meeting, reference may be made to matters discussed in the circular. If you are unclear to the meaning of certain terms, please refer to the circular or ask for clarification at the appropriate time. The first item of business is the presentation of the audited consolidated financial statements of the company for the fiscal year ended December 31, 2023, together with the auditor's report thereon. These materials have been made available to shareholders and are available on the company's website and under the company's profile on SEDAR. These financial statements are presented to the meeting but no other action is required with respect to them. I will entertain questions with respect to these financial statements of the company in the general Q&A period. The next item of business is to set the number of directors at 6 and the election of directors. We will only be nominating the following 6 persons to serve as directors: Jaime Guillen, James Lawless, Marc Murnaghan, Marcela Paredes de Vásquez, Catherine Fagnan and Adarsh Mehta. As no nominations were received by the company in accordance with our advanced notice policy, I declare the nominations closed. The formal proxy for voting on the election of directors sets out each proposed nominee separately and allows shareholders to vote for each director individually. Is there any discussion on the motion? There being none, as mentioned at the beginning of this meeting, voting today will be conducted by a single electronic ballot. We will therefore continue with the next item of business, which is the reappointment of the company's auditors, and you will be prompted to vote on the election of each director after the presentation of all business items for this meeting. Unless there are any questions or discussions, I will move to the next item of business. Next item of business is the reappointment of our auditors, PricewaterhouseCoopers LLP and the authorization of the Board of Directors to fix the auditor's remuneration for the 2024 fiscal year. Is there any discussion on the motion? The motion is now on the floor. You will be prompted to vote on the reappointment of the auditors after the presentation of all business items for this meeting. I will therefore move to the next item of business. The next item of business on the agenda is in relation to the approval of the amendment to the corporation's bylaw #1. As set out in the circular on February 21, 2024, the Board approved an amendment to the corporation's bylaw to include an advanced notice requirement that is substantially similar to the one that was included in the company's articles when it was governed under the Business Corporations Act of British Columbia. As stated in the circular, if approved, the bylaw as amended will continue to be effective in accordance with its terms. If not approved, the amendment to the bylaw will terminate and be of no further force in effect from and after the termination of this meeting. Once again, is there any discussion on the motion? The motion is now on the floor. The next item of business on the agenda is in relation to the approval of an amendment to the company's Omnibus Long-Term Incentive Plan. The Omnibus Long-Term Incentive Plan is an incentive-based equity compensation arrangement, the purpose of which is to align the interests of the company's employees, officers, directors and consultants with the shareholders of the company. As set out in the circular and the supplement to the circular dated June 7, 2024 in response to feedback from certain stakeholders, the Board authorized an amendment to the Omnibus Long-Term Incentive Plan to convert the limit on the number of common shares of the corporation issuable under the Omnibus Long-Term Incentive Plan from a rolling limit of 7.5% of the issued and outstanding common shares to a fixed number of 1 million common shares, which represents about 4.7% of the issued and outstanding number of common shares as of the close of business on June 1, 2024. As stated in the circular, to be passed, this item of business must be approved by an ordinary resolution of shareholders. The text of the resolution is in the circular and supplemented by the supplement to the circular. Is there any discussion on the motion? The motion is now on the floor. As previously mentioned, voting today will be conducted by an online ballot. You will now be prompted to register your vote in respect of each of today's business items for this meeting. Click the Vote button and cast your vote by pressing on the For or Withhold buttons next to the name of each proposed director and next to the resolution with respect to the reappointment of PricewaterhouseCoopers LLP as the company's auditors. Please cast your vote by pressing For or Against next to the ordinary resolution ratifying the amendment to the company's bylaw. And please cast your vote by pressing For or Against next to the ordinary resolution approving the amendment to the omnibus plan. After 3 minutes, the polls will close, and you will not be able to change or submit your vote. So we will now wait a few minutes for the completion of the online ballot and then move on to the remainder of the meeting. We will provide registered shareholders and duly appointed proxy holders approximately 3 minutes to complete the online ballot. Once voting is completed, I would ask that the scrutineers compile the report regarding the results of voting and all business matters. We will reconvene in a few moments with the Scrutineer's report and the voting results. So we will now pause for approximately 3 minutes. [Voting]

I now declare the polls closed. Thank you for waiting. I have received the Scrutineer's report and confirm the following. Each of the nominees put forward for directors have been elected as directors of the company to serve until the next Annual Meeting of Shareholders or until their successors are elected or appointed. I also confirm the reappointment of PricewaterhouseCoopers LLP as the auditors of the company and for the Board of Directors of the company to fix their remuneration. We also confirm the ordinary resolution ratifying the amendment to the company's bylaw. The ordinary resolution approval of the amendment to the omnibus plan has also been approved. I direct that the results of the poll for the election of the directors be included in the minutes of this meeting, announced in a press release in accordance with the policies of the TSX and filed on SEDAR. This completes the formal matters of business to be conducted today. If there are any other businesses should properly come before this -- are there any other businesses that should come properly before this meeting? If there is no further business to be brought before this meeting, I move and it is seconded that the formal portion of today's meeting be concluded. As the formal part of the meeting of shareholders of the company has now been completed, I would like to just say a few words about the market and Polaris before turning it over to Marc Murnaghan, President and CEO of Polaris, to provide a presentation and some views about the company today. So again, thank you for joining us at today's meeting. I just wanted to share a few thoughts on sort of how we're seeing the renewables market and Polaris' positioning in that market. As most of you know, the energy transition continues at a strong pace. But we also realize that governments and the markets themselves have realized the complexity of transitioning to a greener energy. It doesn't mean the demand is not there, it doesn't mean the need is not there. It's just that the markets have faced higher costs due to inflation, more expensive financing, logistical challenges and geopolitical tensions. Obviously, this has caused some headwinds in our markets, as most of you know. In the meantime, Polaris has maintained its focus on our traditional markets like -- our traditional renewable markets like geothermal, hydro and solar, which is in our current portfolio. And we're looking at new technologies in renewables, all proven technologies. Why? Because we believe these are sort of fundamental to that energy transition. And they are proven. They're not some of these uncertain technologies that have yet to play themselves out and be economic. Polaris has also sort of been using this period of market volatility and uncertainty to consolidate its operations, Marc will explain a little bit more on that, to sort of focus on some of the internal growth opportunities. Obviously, each of our projects has some growth potential and some of it has been realized or is in the process of being realized. And also Marc and the team have been looking at ways to sort of optimize the capital structure of the company as the financing markets kind of open up and provide new alternatives. Again, all of this while the company has been evaluating additional sort of value-accretive acquisitions, which Marc has sort of indicated in the past and which continue to advance. Have also been moving forward on some greenfield development opportunities which take time but must be part of the pipeline and is part of the pipeline and, in essence, kind of just positioning the company for future growth. We also now are starting to see some of the winds in the market shifting. We're definitely seeing more activity in the marketplace. We're seeing sort of bid ask spreads narrowing. And we're seeing more sort of financing activity as well. All just favorable to Polaris and the projects that Marc and the team are looking at. So overall, we continue to believe that Polaris is well-positioned to grow as some of this market uncertainty and volatility diminishes. And what remains unquestionable for us is the need to have an accelerated energy transition, which every year becomes even more apparent and urgent. So those are just some of the thoughts and highlights. And again, I will now pass the mic over to Marc, who will talk a little bit more about some of the activities of the company. So Marc, over to you.

Thanks, Jaime. Yes, I'll just spend a few minutes here on some of the key initiatives we're working on. And as Jaime said, what I would reiterate is back half of 2022 and...

Marc, I think you're on mute.

Can you hear me? I'm not on mute.

I can confirm we can hear you, Marc.

Okay. So back half of '22 and most of 2023, the sector had a lot of headwinds given the interest rate changes. And so that was quite a strong headwind, but really have noticed that's changing now. But that did result in, I would call it, a quiet first half of this year in terms of growth activities, not obviously delivering results. We had a good Q1, continue to pay down debt, continue to pay dividends. And so I need to thank all employees for continuing to deliver great results. So we continue to do that. But in terms of the growth initiatives, it was quiet. But I definitely expect the back half of the year to be much busier on that front. As I mentioned actually on the Q1 earnings call, we expect to move forward on a very important and strategic acquisition in the near term, and I would not deviate from that comment. And so I think it's even closer now. And it is a strategic transaction for us. So we hope to be announcing that very soon. And it will fit in with, I would call it, the overall growth strategy, which we'll be able to enunciate post that. That will be clearer, and it really includes, I would say, adding really renewables plus storage because that is one of the big things that's happening in our markets. And it is, I think, the next phase of renewable companies, period. And on that, we continue to advance on the development of adding panels and storage to the Canoa project in the Dominican. We several months ago received the environmental permit amendment that we needed to add storage. And we are now in the process of finalizing an amendment to the concession, which is the last key hurdle to move ahead with that project, which we expect and we -- so we would expect to have that early in Q3, which means we can move ahead with the project. And we're very excited about that. From an overall return perspective. panel prices continue to be very attractive. The prices on the battery front are very attractive from our perspective right now with -- and we think reasonably attractive and short lead times. And so we actually see overall cost of projects going down, not up, which is great from a return perspective. But also it's very strategic for us as a company as we are in -- the Dominican is a high-cost market. And so those are, we think, going to be the type of markets that actually adopt storage sooner or earlier. And we want to be there for that. We want to -- we think there's, call it, beta in terms of the return profile that we can get, but also that knowledge of how to execute and then operate those projects will become very important in the future. So we're very excited about that. And we think that is also a theme that we're going to be applying to the jurisdiction on the acquisition that I mentioned. And then if we are able to take that strategy, apply it in what I would call higher cost markets, we think that in the short term, in the medium term, we should be able to apply that to some of our other markets that are more, call it, mid-price markets as the prices of batteries come down, which we fully expect them to continue to do as volumes go up. In terms of how are we going to fund this, we are -- and another really important, call it, initiative that we'll be working on in the back half of the year will be to what I would call rightsize the balance sheet. We have been deleveraging in the last 12 to 18 months. Given our contract structure, the term of the contracts and the fact that about 98% contracted take-or-pay, we are underlevered by any metric at about net debt to EBITDA of, call it, 2.2, 2.3x. So we can fund extra growth by adding some leverage. I don't think we would go to levels that you see other companies go to at 5, 6, 7x. But I think something, call it, 3.5x is very conservative still and a good number for us. And so we think we can fund our growth with debt in the back half of the year. So we will be looking to do that in the back half. And that's a really important initiative as it should increase our access to capital broadly to pursue this organic growth that I mentioned. But also we continue to see, I would say, late-stage development assets that are -- that we can transact on as well as midsized operating assets that are interested in transacting that, I would say, in the last 12 months we couldn't. But I think that those will come back on the table if we're able to tap the bond market. So we think we have a lot there. And if we get any traction in the equity markets, we think we can -- we should be able to do some larger transactions in the next 12 months. And I think that really is the way to unlock value for shareholders. And it should also give us access to capital that we can -- given our balance sheet now, I think we can do both. I think we can accelerate growth and we can increase our ability to repatriate capital to shareholders in terms of obviously maintaining the dividend, potentially increasing it and even potentially buying back some stocks, depending on the equity share price. So that should give us, call it, the firepower to do all of those things, which is really important for the company. So with these initiatives going, and by that I mean acquisition, growing Dominican, storage plus renewables, key focus, rightsizing the balance sheet, I mean, with those, those are the real big focuses of the company. And I think if we execute on that in the next 12 months, we're posed to deliver strong results for shareholders. So that's really my summary. So I guess if there are any questions, we can open that up.

Yes. Thanks, Marc. So yes, we'll now move to the question-and-answer period. I ask that all attendees who wish to ask a question to do so through the Ask a Question button on the platform. We will answer as many questions as time permits. When asking a question, please state your name, the entity you represent, if any. Please limit your questions to topics relating to today's subject matter and keep your questions short and to the point. We will now give attendees a brief moment to type in their questions. For each question, as you're typing, we will answer -- sorry. For each question we answer, we will summarize the question, read it out loud, read out loud the name of the person who asked such question and, if applicable, the entity such person represents. And we'd like to remind you that questions which were already answered or that are redundant or repetitive will not be published or answered. So if you have any questions, please type them in now. It doesn't look like we have any questions. So there being no questions, we will now be concluding the Q&A portion of this meeting and we'll be closing the meeting itself. So on behalf of management, the Board of Directors and employees of Polaris, I would like to take the opportunity to thank everyone for attending the meeting today. I would like to thank all of our shareholders for their commitment and continued support. And we look forward to your attendance again next year. Thank you for attending today's meeting. You may now disconnect.