- Revenue of $38.3 million,
up 69.0%
- Adjusted EBITDA of $7.3
million in the quarter, up 58.7%
OAKVILLE, ON, Nov. 13, 2018 /CNW/ - Spark Power Group
Inc. (TSX: SPG, SPG.WT), parent company to Spark Power Corp.
("Spark Power" or the "Company"), a leading independent provider of
integrated power solutions to industrial, commercial and
institutional customers across North
America, today announced its financial results for the
three- and nine-month periods ended September 30, 2018. All amounts are in
Canadian dollars unless otherwise specified.
Recent Highlights
Highlights for the third quarter and the period subsequent to
quarter-end include:
- Consolidated revenue growth of 69.0%, from $22.6 million in the third quarter of 2017 to
$38.3 million in the third quarter of
2018;
- Adjusted EBITDA growth of $7.3
million (Adjusted EBITDA margin of 19.1%) in the third
quarter of 2018, up $2.7 million or
58.7% from $4.6 million (Adjusted
EBITDA margin of 20.2%) in the third quarter of 2017; (see
"Non-IFRS measures");
- Closing of $90 million in secured
debt facilities with the Bank of Montreal;
- Closing of the Qualifying Acquisition, pursuant to which Spark
Power merged with Canaccord Genuity Acquisition Corp. ("CGAC") and
began trading on the Toronto Stock Exchange as Spark Power Group
Inc.;
- Acquisition of Edmonton,
Alberta-based power systems engineering and technical field
services provider, Orbis Engineering Field Services Ltd.
("Orbis");
- Acquisition of leading green energy provider, Toronto, Ontario-based, Bullfrog Power Inc.
("Bullfrog");
- Acquisition of two low voltage New Electric branches in
California ("NEF");
- Award of a multi-year capital maintenance contract to
wholly-owned subsidiary Orbis by Alberta's largest electricity provider,
AltaLink; and
- Execution of organization-wide integration plan driving
expected increase in EBITDA of $4.5 -
$5.0 million in 2019.
"Our third quarter results clearly demonstrate the impact of our
two-prong growth strategy with both acquisitions and organic growth
contributing to meaningful improvements in year-over-year revenue
and Adjusted EBITDA, and we remain on track to achieve our
previously released Pro-forma Adjusted EBITDA target for 2018,"
said Jason Sparaga co-CEO and
co-Founder of Spark Power Corp. "Following our recent listing on
the TSX and the closing of $90
million in secured debt facilities, we've also been able to
improve our access to capital, which will afford us enhanced
flexibility as we continue to invest in growing the business in
both the near- and longer-term."
"Throughout the year, we have continued to execute on strategic
growth initiatives including multiple new branch openings,
cross-selling solutions to existing customers targeting a broader
span of their power infrastructure, and securing new business, as
evidenced by the recent Orbis contract award from AltaLink," said
Andrew Clark, co-CEO and co-Founder
of Spark Power Corp. "In the quarters ahead we'll continue to look
for opportunities to expand our geographic reach, both adjacent to
existing branches and in new territories, grow our diverse,
blue-chip customer base, target additional specialized technical
staff, and identify complementary power solutions that will further
diversify our offering."
Summary Results of Operations
|
Three months
ended
|
|
Nine months
ended
|
|
|
September,
30
|
|
September,
30
|
|
|
2018
|
2017
|
%
Change
|
2018
|
2017
|
%
Change
|
Revenue
|
$
|
38,268,707
|
$
|
22,639,739
|
69.0%
|
$
|
81,849,796
|
$
|
57,868,574
|
41.4%
|
Gross
Profit
|
13,297,002
|
9,334,055
|
42.5%
|
30,451,544
|
24,568,423
|
23.9%
|
Selling, General and
Administration
|
8,277,598
|
6,414,393
|
29.0%
|
22,617,089
|
21,055,459
|
7.4%
|
Income from
Operations
|
5,019,404
|
2,919,662
|
71.9%
|
7,834,455
|
3,512,964
|
123.0%
|
|
|
|
|
|
|
|
Adjusted
EBITDA(1)
|
7,313,109
|
4,564,587
|
60.2%
|
14,473,110
|
9,553,675
|
51.5%
|
Adjusted EBITDA
Margin(1)
|
19.1%
|
20.2%
|
|
17.7%
|
16.5%
|
|
Pro-forma Adjusted
EBITDA
|
7,313,709
|
6,996,149
|
4.5%
|
19,365,890
|
14,302,816
|
35.4%
|
Pro-forma Adjusted
EBITDA Margin(1)
|
19.1%
|
19.5%
|
|
17.8%
|
15.5%
|
|
Adjusted Net and
Comprehensive Income (Loss)
|
3,603,082
|
1,289,888
|
|
4,528,158
|
(1,289,445)
|
|
|
|
|
|
|
|
|
|
September
30,
|
December
31,
|
|
|
|
|
|
2018
|
2017
|
|
|
|
|
Adjusted Working
Capital (non-cash)(1)
|
20,697,815
|
10,691,697
|
|
|
|
|
Net (Bank
Indebtedness) Cash
|
(3,539,859)
|
3,126,617
|
|
|
|
|
Senior Secured
Long-term Debt
|
44,000,000
|
29,440,000
|
|
|
|
|
Total
Debt(2)
|
74,848,960
|
49,931,253
|
|
|
|
|
|
|
|
|
|
|
|
|
1EBITDA,
Adjusted EBITDA, Pro-forma Adjusted EBITDA, Adjusted EBITDA margin,
Pro-forma Adjusted EBITDA Margin and Adjusted Working Capital are
non-IFRS measures. Refer to Non-IFRS measures for definitions of
these terms.
|
2Total
debt includes, long-term debt, lease liability, promissory notes
and bank indebtedness
|
Financial Review
Revenue in the third quarter ended
September 30, 2018 was $38.3 million, compared with $22.6 million in the third quarter of 2017,
representing an increase of $15.7
million or 69.0%. Effective July 1,
2018 the Company completed the acquisitions of Orbis,
Bullfrog and NEF which contributed $12.1
million to the revenue increase. The balance of the revenue
growth in the third quarter of 2018 of $3.6
million was attributable to organic growth representing an
increase of 15.9%. Organic growth was driven by the Services Group,
primarily from growth in low voltage electrical services under the
New Electric brand. Revenue for the nine months ended September 30, 2018 was $81.9 million, compared with $57.9 million in the first nine months of 2017,
representing an increase of $24.0
million or 41.4%. The impact of the acquisitions noted
earlier contributed $12.1 million of
the revenue increase. The balance of the revenue growth for the
nine months ended September 30, 2018
of $11.9 million was attributable to
organic growth representing an increase of 20.6%. Organic growth
was driven by the Services Group, primarily growth in low voltage
electrical services and operations and maintenance services under
the Northwind brand.
Gross profit in the third quarter of 2018 was $13.3 million, compared with $9.3 million in the third quarter of 2017,
representing an increase of $4.0 or
42.5%. For the nine-month period ended September 30, 2018 gross profit was $30.5 million, compared with $24.6 million during the same period of 2017,
representing an increase of $5.9
million or 23.9%.
Selling, general and administration ("SG&A") expenses for
the third quarter of 2018 were $8.3
million, or 21.6% of revenue, compared with $6.4 million, or 28.3% of revenue, in the prior
year period. In the first nine months of 2018, selling, general and
administration expenses were $22.6
million, or 27.6% of revenue, compared with $21.0 million, or 36.4% of revenue, in the same
period of the prior year. The absolute dollar increases in the
three- and nine- month periods were attributable to the impact of
the 2018 acquisitions while percentage declines were attributable
to the impact of operational leverage as the Company realized
revenue growth without corresponding increases in SG&A
costs.
For the three months ended September 30,
2018, Adjusted EBITDA was $7.3
million (19.1% of revenue) compared with $4.6 million (20.2% of revenue) in the third
quarter of 2017, representing an increase of $2.7 million or 60.2%. For the nine months ended
September 30, 2018, Adjusted EBITDA
was $14.5 million (17.7% of revenue)
compared with $9.6 million (16.5% of
revenue) in the same period of 2017, representing an increase of
$4.9 million or 51.5%. The increase
for both the three- and nine-month periods was attributable to
higher volumes driving greater gross profits, and scale achieved on
selling, general and administration costs.
Pro-forma Adjusted EBITDA for the nine-month period ended
September 30, 2018 was $19.4 million (17.8% of Pro-forma revenue)
compared with $14.3 million (15.5% of
Pro-forma revenue) over the same period in 2017. Pro-forma Adjusted
EBITDA includes 2018 and 2017 first and second quarter EBITDA from
the three acquisitions completed during the third quarter of
2018.
The Company generated Adjusted Net and Comprehensive Income in
the three and nine months ended September
30, 2018 of $3.6 million and
$4.5 million, respectively. The
Company incurred a net comprehensive loss in the three- and
nine-month periods ended September 30,
2018 of $37.6 million and
$64.9 million, respectively, as a
result of various non-recurring expenses of $41.2 million and $69.5
million being incurred in the noted periods. These
non-recurring expenses related to the accounting impact of puttable
shares, the retraction of shares from a previous shareholder, and
costs associated with the merger with CGAC and acquisition
activities completed in the quarter.
At September 30, 2018 the Company
had Adjusted Working Capital, excluding cash and bank indebtedness,
of $20.7 million compared with
$10.7 million at December 31, 2017. The increase was attributable
primarily to the impact of the three acquisitions completed in the
quarter and the organic growth realized.
Total Senior Secured Long-term Debt increased to $44.0 million compared with $29.4 at December 31,
2017. The increase occurred as the new credit facility was
used to repay the previous lender principal and early termination
fees, and partially fund the retraction of shares and payment of
promissory note due to a previous shareholder.
Total debt was $74.9 million at
September 30, 2018, compared with
$49.9 million at December 31, 2017, with the increase being
attributable primarily to the above noted increase in senior
secured debt, an increase in lease liability of $3.7 million, and an increase in net bank
indebtedness of $6.7 million.
Outlook
Compared with 2017, management expects revenue
and Adjusted EBITDA to be higher in 2018 due to organic growth in
Spark Power's base business and the impact of the three
acquisitions completed effective July 1,
2018.
For fiscal 2019, excluding the impact of any acquisitions that
may be completed, management expects continued growth in revenue
and EBITDA as they execute the Company's organic growth plans
including new branch openings and cross-selling of solutions
capabilities across its customer base, coupled with the impact of
the 2018 acquisitions contributing a full year of results.
During the third quarter and into November, the Company
identified and effected various synergies across the organization
that are expected to positively impact EBITDA by $4.5 - $5.0 million
on an annualized basis. The impact of a majority of these changes
will begin in the fourth quarter of 2018 and be fully realized
commencing January 1, 2019. The
Company expects to incur a one-time charge of up to $1.3 million in the fourth quarter of 2018 in
association with these changes with the cash impact being realized
over the next four quarters.
With the new credit facility announced in October 2018 the Company believes it has adequate
financial resources to support its growth expectations in 2019.
Management expects to have availability on the operating line of
approximately $15.0 million and an
unutilized acquisition line of $25.0
million to support any acquisition opportunities that may
arise in 2019.
Conference Call Details
Management is hosting an
investor conference call and webcast on Wednesday, November 14, 2018 at 8:30 a.m. ET to discuss its financial results in
greater detail. To join by telephone dial: +1 (888)
231-8191 (toll-free in North
America) or +1 (647) 427-7450 (local and international). To
listen to a live webcast of the call, please go
to: https://event.on24.com/wcc/r/1874887/44C99F2878B1F55A8D26F1FCBCCB7ACF.
Please dial in or log on 10 minutes prior to the start time to
provide sufficient time to register for the event.
A replay of the conference call will be available from
approximately noon ET on Wednesday, November
14, 2018 until 11:59 pm ET on Wednesday, November 21, 2018 at +1 (855)
859-2056 (toll-free in North
America) or +1 (416) 849-0833 (Local and
International) by entering the passcode 8127348.
2018 Third Quarter Disclosure Documents
Spark Power's
third quarter MD&A and unaudited interim consolidated financial
statements for the three and nine months ended September 30, 2018, along with previous public
filings of Spark Power and Canaccord Genuity Acquisition Corp., may
be found on SEDAR at www.sedar.com.
Non-IFRS Measures
The Company prepares and releases
unaudited consolidated interim financial statements and audited
consolidated annual financial statements prepared in accordance
with IFRS. In this and other earnings releases and investor
conference calls, as a complement to results provided in accordance
with IFRS, the Company also discloses and discusses certain
financial measures not recognized under IFRS and that do not have
standard meanings prescribed by IFRS. These include: "EBITDA",
"Adjusted EBITDA", "Pro-forma Adjusted EBITDA", "Adjusted EBITDA
Margin", "Pro-forma Adjusted EBITDA Margin", "Pro-forma Revenue",
"Adjusted Working Capital", and "Adjusted Net Comprehensive Income
(Loss)". These non-IFRS measures are used to provide investors with
supplemental measures of Spark Power's operating performance and
highlight trends in Spark Power's business that may not otherwise
be apparent when relying solely on IFRS measures. Spark also
believes that providing such information to securities analysts,
investors and other interested parties who frequently use non-IFRS
measures in the evaluation of issuers will allow them to better
compare Spark Power's performance against others in its industry.
Management also uses non-IFRS measures in order to facilitate
operating performance comparisons from period to period, to prepare
annual operating budgets and forecasts and to determine components
of management compensation. For a reconciliation of these non-IFRS
measures see the Company's management's discussion and analysis for
the three and nine months ended September
30, 2018. The non-IFRS measures should not be construed as
alternatives to results prepared in accordance with IFRS.
About Spark Power Corp.
Spark Power is a leading
integrated power solutions company serving more than 6,500
industrial, commercial, and institutional customers across
North America. For more
information, visit us at www.sparkpowercorp.com.
Caution Regarding Forward-Looking Statements
This
news release may contain forward-looking statements (within the
meaning of applicable securities laws) which reflect Spark Power's
current expectations regarding future events. Forward-looking
statements are identified by words such as "believe", "anticipate",
"project", "expect", "intend", "plan", "will", "may", "estimate"
and other similar expressions. These statements are based on Spark
Power's expectations, estimates, forecasts and projections and
include, without limitation, statements regarding the future
success of the Company's business, including revenue growth,
synergistic savings expected to be realized, potential expansion of
the business and include, without limitation, statements regarding
the growth and financial performance of Spark Power's business and
execution of its business strategy by Messrs. Sparaga and
Clark.
The forward-looking statements in this news release are not
guarantees of future performance and involve risks and
uncertainties that are difficult to control or predict. A number of
factors could cause actual results to differ materially from the
results discussed in the forward-looking statements. Readers,
therefore, should not place undue reliance on any such
forward-looking statements. Further, these forward-looking
statements are made as of the date of this news release and, except
as expressly required by applicable law, Spark Power assumes no
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise.
Selected Consolidated Financial Information
The following tables summarizes Spark Power's recent results for
the periods indicated:
|
For the
Three-Months Ended
|
|
For the
Nine-Months Ended
|
|
Sunday, September
30, 2018
|
|
Sunday, September
30, 2018
|
|
|
|
|
|
|
Consolidated
statements of loss and comprehensive
income (loss):
|
2018
|
2017
|
|
2018
|
2017
|
|
|
|
|
|
Revenue
|
$
|
38,268,707
|
$
|
22,639,739
|
|
$
|
81,849,796
|
$
|
57,868,574
|
Cost of
sales
|
24,971,705
|
13,305,684
|
|
51,398,252
|
33,300,151
|
Gross
profit
|
13,297,002
|
9,334,055
|
|
30,451,544
|
24,568,423
|
Selling, general and
administrative expenses
|
8,277,598
|
6,414,393
|
|
22,617,089
|
21,055,459
|
Income from
operations
|
5,019,404
|
2,919,662
|
|
7,834,455
|
3,512,964
|
Other income
(expenses):
|
|
|
|
|
|
Finance
costs
|
(1,477,690)
|
(1,154,229)
|
|
(3,473,243)
|
(3,474,469)
|
Increase in value of
puttable class A and Class 1 shares
|
(20,654,400)
|
-
|
|
(47,771,600)
|
-
|
Transaction
costs
|
(9,157,399)
|
-
|
|
(10,269,633)
|
-
|
Excess of fair value
over net asset acquired
|
(12,660,331)
|
-
|
|
(12,660,331)
|
-
|
Gain on retraction of
Class 1 special shares
|
1,250,000
|
-
|
|
1,250,000
|
-
|
Other
|
(64,690)
|
(52,182)
|
|
(29,171)
|
(57,837)
|
|
(42,764,510)
|
(1,206,411)
|
|
(72,953,978)
|
(3,532,306)
|
Income (loss) before
income taxes
|
(37,745,106)
|
1,713,251
|
|
(65,119,523)
|
(19,342)
|
Income tax
expense:
|
|
|
|
|
|
Current
|
685,243
|
190,714
|
|
1,481,064
|
572,156
|
Deferred
|
(811,301)
|
232,649
|
|
(1,677,181)
|
697,947
|
|
(126,058)
|
423,363
|
|
(196,117)
|
1,270,103
|
Net income (loss) and
comprehensive income (loss)
|
(37,619,048)
|
1,289,888
|
|
(64,923,406)
|
(1,289,445)
|
|
For the
Three-Months Ended
|
|
For the
Nine-Months Ended
|
|
September 30,
2018
|
|
September 30,
2018
|
|
|
|
|
|
|
Reconciliation of
net and comprehensive income (loss)
to Adjusted Net
and Comprehensive Income (Loss):
|
2018
|
2017
|
|
2018
|
2017
|
|
|
|
|
|
|
Net and
comprehensive income (loss)
|
($37,619,048)
|
$
|
1,289,888
|
|
($64,923,406)
|
($1,289,445)
|
Adjustments to net
and comprehensive income (loss):
|
|
|
|
|
|
Increase in value of
puttable class A and Class 1 shares
|
20,654,400
|
-
|
|
47,771,600
|
-
|
Transaction
costs
|
9,157,399
|
-
|
|
10,269,633
|
-
|
Excess of fair value
over net asset acquired
|
12,660,331
|
-
|
|
12,660,331
|
-
|
Gain on retraction of
Class 1 special shares
|
(1,250,000)
|
-
|
|
(1,250,000)
|
-
|
|
|
|
|
|
|
Adjusted net and
comprehensive income (loss)
|
3,603,082
|
1,289,888
|
|
4,528,158
|
(1,289,445)
|
|
For the
Three-Months Ended
|
|
For the
Nine-Months Ended
|
|
Sunday, September
30, 2018
|
|
Sunday, September
30, 2018
|
|
|
|
|
|
|
Reconciliation of
net income (loss) to EBITDA,
Adjusted EBITDA
and Pro-forma Adjusted EBITDA:
|
2018
|
2017
|
|
2018
|
2017
|
|
|
|
|
|
|
Net income (loss)
and comprehensive income (loss)
|
($37,619,048)
|
$1,289,888
|
|
($64,923,406)
|
($1,289,445)
|
Amortization
|
2,278,744
|
1,494,384
|
|
5,608,926
|
4,241,004
|
Finance
costs
|
1,477,690
|
1,154,229
|
|
3,473,243
|
3,474,469
|
Income tax
expense
|
(126,058)
|
423,363
|
|
(196,117)
|
1,270,103
|
EBITDA
|
(33,988,672)
|
4,361,864
|
|
(56,037,354)
|
7,696,131
|
Adjustments to
EBITDA:
|
|
|
|
|
|
Increase in value of
puttable class A and Class 1 shares
|
20,654,400
|
-
|
|
47,771,600
|
-
|
Transaction
costs
|
9,157,399
|
-
|
|
10,269,633
|
-
|
Excess of fair value
over net asset acquired
|
12,660,331
|
-
|
|
12,660,331
|
-
|
Gain on retraction of
Class 1 special shares
|
(1,250,000)
|
-
|
|
(1,250,000)
|
-
|
Other non-recurring
costs
|
80,251
|
202,813
|
|
1,058,896
|
1,857,544
|
Adjusted
EBITDA
|
7,313,709
|
4,564,677
|
|
14,473,106
|
9,553,675
|
Pre-acquisition
EBITDA for 3 Acquisitions
|
-
|
2,431,472
|
|
4,892,784
|
4,749,141
|
Pro-forma Adjusted
EBITDA
|
7,313,709
|
6,996,149
|
|
19,365,890
|
14,302,816
|
SOURCE Spark Power Group Inc.