- Q4 and fiscal year revenue up 71.0% and 49.6% over prior
year periods, respectively
- LTM Pro-forma Adjusted EBITDA of $25.4 million exceeded target of $25.0 million
OAKVILLE, ON, March 27, 2019 /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 twelve-month periods ended December 31, 2018. All amounts are in
Canadian dollars unless otherwise specified.
Recent Highlights
Highlights for the 2018 year and period subsequent to year-end
include:
- Consolidated revenue growth of 49.6%, from $80.0 million in 2017 to $119.8 million in 2018;
- Adjusted EBITDA growth of 2.6% from $5.9
million (Adjusted EBITDA margin of 26.6%) in in 2017 to
$6.0 million (Adjusted EBITDA margin
of 15.9%) in 2018 (see "Non-IFRS measures");
- 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.;
- Closing of $90 million in secured
debt facilities with the Bank of Montreal;
- 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
- Grand opening of the New Electric Winnipeg, Manitoba branch.
"2018 was a transitional year for Spark Power as we put in place
the key elements to support the next phase of our multi-year vision
for the Company and simultaneously executed on our strategy focused
on driving balanced growth through a combination of organic
initiatives and acquisitions," said Jason
Sparaga, co-CEO of Spark Power Corp. "Our financial results
for the year reflect both meaningful improvement to the top line,
with pro-forma revenue exceeding $146
million, and our ability to deliver profitable growth as we
exceeded our pro-forma Adjusted EBITDA target for the 2018
year."
"The way our industrial customer base accesses, consumes and
pays for power continues to change rapidly as the grid of the
future continues to evolve," said Andrew
Clark, co-CEO of Spark Power Corp. "Our focus both now and
in the years ahead will be on helping customers manage their
critical power infrastructure and ensuring that their supply is
sustainable, high quality, reliable and cost-effective. The future
is focused on the customer and ensuring that their supply meets
each of these criteria. In April, we are hosting our inaugural
Future of Power event that will help thought leaders, customers,
OEMs and generators of power have meaningful conversations about
how the industry will evolve in the weeks, months and years
ahead."
Selected Financial Information
|
Three months
ended
|
|
Twelve months
ended
|
|
|
December
31,
|
|
December
31,
|
|
|
2018
|
2017
|
%
Change
|
2018
|
2017
|
%
Change
|
Revenue
|
$
|
37,909,647
|
$
|
22,175,002
|
71.0%
|
$
|
119,759,443
|
$
|
80,043,576
|
49.6%
|
Gross
Profit
|
15,573,718
|
10,170,337
|
53.1%
|
46,025,262
|
34,738,760
|
32.5%
|
Gross Profit
Margin
|
41.1%
|
45.9%
|
|
38.4%
|
43.4%
|
|
Selling, General and
Administration
|
11,964,457
|
6,257,128
|
91.2%
|
34,581,546
|
27,312,587
|
26.6%
|
Income from
Operations
|
3,609,261
|
3,913,209
|
-7.8%
|
11,443,716
|
7,426,173
|
54.1%
|
|
|
|
|
|
|
|
Adjusted
EBITDA(1)
|
6,043,300
|
5,888,024
|
2.6%
|
20,516,406
|
15,441,700
|
32.9%
|
Adjusted EBITDA
Margin(1)
|
15.9%
|
26.6%
|
|
17.1%
|
19.3%
|
|
Pro-forma Adjusted
EBITDA
|
6,043,300
|
6,672,425
|
-9.4%
|
25,409,190
|
20,975,241
|
21.1%
|
Pro-forma Adjusted
EBITDA Margin(1)
|
15.9%
|
20.1%
|
|
17.4%
|
16.8%
|
|
Pro-forma
Revenue(1)
|
37,909,647
|
33,164,273
|
14.3%
|
146,450,621
|
125,110,463
|
17.1%
|
|
|
|
|
|
|
|
Adjusted Net and
Comprehensive Income (Loss)
|
1,702,478
|
2,395,927
|
|
6,230,636
|
1,106,482
|
|
|
|
|
|
|
|
|
|
As at December
31,
|
|
|
|
|
|
2018
|
2017
|
|
|
|
|
Adjusted Working
Capital (non-cash)(1)
|
28,669,159
|
10,691,697
|
|
|
|
|
Net (Bank
Indebtedness) Cash
|
(11,666,604)
|
3,126,617
|
|
|
|
|
Senior Secured
Long-term Debt
|
44,000,000
|
29,440,000
|
|
|
|
|
Total
Debt(2)
|
71,018,561
|
49,931,253
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1EBITDA,
Adjusted EBITDA, Pro-forma Adjusted EBITDA, Adjusted EBITDA margin,
Pro-forma Adjusted EBITDA Margin, Adjusted Net and Comprehensive
Income (Loss), Pro-forma Revenue 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 and promissory
notes
|
Financial Review
Revenue in the fourth quarter ended December 31, 2018 was $37.9 million, compared with $22.2 million in the fourth quarter of 2017,
representing an increase of $15.7
million or 71.0%. Effective July 1,
2018 the Company completed the acquisitions of Orbis,
Bullfrog and NEF which contributed $13.6
million or 61.3% to the revenue increase. The balance of the
revenue growth in Q4 2018 of $2.1
million was attributable to organic growth representing an
organic growth rate of 9.6%. Revenue for the twelve months ended
December 31, 2018 was $119.8 million compared with $80.0 million in the first twelve months of 2017,
representing an increase of $39.7
million or 49.6%. The impact of the acquisitions noted
earlier contributed $25.8, million or
32.2%, of the revenue increase. The balance of the revenue growth
for the twelve months ended December 31,
2018 of $13.9 million was
attributable to organic growth, representing an organic growth rate
of 17.4%. Organic growth was driven by the Services Group,
primarily continued growth in the New Electric low voltage
electrical services, which was driven by new branch openings and
expanding business with existing customers.
Gross profit in the fourth quarter of 2018 was $15.6 million, or 41.1% of revenue, compared with
$10.2 million, or 45.9%, in the
fourth quarter of 2017, representing an increase of $5.4 million or 53.1%. Gross profit for the year
was $46.0 million, or 38.4% of
revenue, compared with $34.7 million,
or 43.4%, of revenue in fiscal 2017, representing an increase of
$11.3 million or 32.5%. The gross
profit percentage declines were primarily attributable to the
impact of lower gross margin realizations of 22% from the Orbis
business compared to other business units. This impacted overall
gross margin by 5.1% in the quarter and 1.6% year to date. In
addition, fourth quarter 2017 gross profit margins were abnormally
high due to various year-end adjustments.
Selling, general and administration expenses for the fourth
quarter of 2018 were $12.0 million,
or 31.6% of revenue, compared with $6.3
million, or 28.2% of sales, in the fourth quarter of 2017,
representing an increase of $5.7
million or 91.2%. The absolute dollar increase was
attributable to the impact of the 2018 acquisitions. The percentage
increase was attributable primarily to the impact of Bullfrog Power
as all costs associated with this business are included in selling,
general and administration. Selling, general and administration
expenses were $34.6 million, or 28.9%
of revenue in fiscal 2018, compared with $27.3 million, or 34.1% of revenue, in the same
period of the prior year, representing an increase of $7.3 million or 26.6%. The absolute dollar
increase was attributable to the impact of the 2018 acquisitions.
The percentage decline was attributable to the scale achieved on
the Company's base business, partially offset by the impact of
Bullfrog Power's cost structure on selling, general and
administration costs.
EBITDA for the three months ended December 31, 2018 was $4.6
million compared with ($12.2)
million in the fourth quarter of 2017. The fourth quarter
2018 EBITDA reflects a $1.4 million
charge for severances and other costs associated with a
corporate-wide reorganization initiative. During the fourth quarter
of 2017 the Company incurred a $17.8
million charge for the increase in value of puttable shares
held by the Company at that time thereby driving a negative EBITDA
result. EBITDA for fiscal 2018 was ($51.4)
million compared with ($4.5)
million in fiscal 2017. Both years were impacted by various
non-recurring items discussed in detail in the Company's third
quarter reporting.
For the three months ended December 31,
2018, Adjusted EBITDA was $6.0
million, or 15.9% of sales, compared with $5.9 million, or 26.6% of sales, in the fourth
quarter of 2017, representing an increase of $0.2 million or 2.6%. The absolute dollar
increase was attributable to the higher volumes achieved. The
decline in Adjusted EBITDA margin percentage was attributable to
the factors noted earlier that impacted gross profit margins. For
the twelve months ended December 31,
2018 adjusted EBITDA was $20.5
million, or 17.1% of revenue, compared with$15.4 million, or
19.3% of revenue, in 2017, representing an increase of $5.1 million or 33.1%. The increase was
attributable to higher volumes driving greater gross profit,
despite lower gross margins realized, and scale achieved on
selling, general and administration costs.
Pro-forma adjusted EBITDA was $6.0
million, or 15.9% of pro-forma revenue, compared with
$6.7 million, or 20.1% of pro-forma
revenue, in the fourth quarter of 2017, representing a decrease of
$0.7 million or 9.4%. Pro-forma
adjusted EBITDA for fiscal 2018 was $25.4
million, or 17.4% of pro-forma revenue, compared with
$21.0 million, or 16.8% of pro-forma
revenue, in fiscal 2017, representing an increase of $4.4 million or 21.1%.
The Company generated Adjusted Net and Comprehensive Income in
the three and twelve months ended December
31, 2018 of $1.7 million and
$2.4 million, respectively. The
Company incurred a net and comprehensive income (loss) in the
three- and twelve-month periods ended December 31, 2018 of $0.3
million and ($64.6) million,
respectively, as a result of various non-recurring expenses of
$1.4 million and $72.0 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 third quarter and
reorganization costs incurred in the fourth quarter.
Total Senior Secured Long-term Debt increased to $44.0 million at December
31, 2018 compared with $29.4
at December 31, 2017 and reflects the
re-financing completed in the third quarter.
Total Long-term Debt was $71.0
million at December 31, 2018,
compared with $49.9 million at
December 31, 2017. Total long-term
debt at December 31, 2018 included
term debt of $45.0 million,
promissory notes of $10.2 million and
lease liability of $15.7 million. In
addition the Company had drawn $11.7
million on its operating line.
Conference Call Details
Management is hosting an
investor conference call and webcast on Thursday, March 28, 2019 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/1965222/0E2A1638DB4FA924BE97B2E61CC725D0.
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 Thursday, March 28,
2019 until 11:59 pm ET on Thursday,
April 4, 2019 by dialing +1 (855) 859-2056 (toll-free
in North America) or +1 (416)
849-0833 (Local and International) by entering the
passcode 7754419.
2018 Fourth Quarter and Full Year Disclosure
Documents
Spark Power's full year MD&A and audited
consolidated financial statements for the twelve months ended
December 31, 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","EBITDA Margin",
"Adjusted EBITDA Margin", "Pro-forma Adjusted EBITDA Margin",
"Pro-forma Revenue", "Adjusted Working Capital", and "Adjusted Net
and 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 twelve
months ended December 31, 2018. The
non-IFRs measures should not be construed as alternatives to
results prepared in accordance with IFRS.
About Spark Power Corp.
Spark Power Corp. (TSX: SPG,
SPG.WT) is a leading independent provider of integrated power
solutions to industrial, commercial and institutional customers
across North America. Spark Power's 750+ employees help
deliver powerful solutions that reduce costs, make the environment
a priority and empower our 6,500 + customers to transition to the
grid of the future. Learn more 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
Twelve-Months Ended
|
|
December
31,
|
|
December
31,
|
Consolidated
statements of loss and
comprehensive income (loss):
|
2018
|
2017
|
|
2018
|
2017
|
|
|
|
|
|
|
Revenue
|
$
|
37,909,647
|
$
|
22,175,002
|
|
$
|
119,759,443
|
$
|
80,043,576
|
Cost of
sales
|
22,335,929
|
12,004,665
|
|
73,734,181
|
45,304,816
|
Gross
profit
|
15,573,718
|
10,170,337
|
|
46,025,262
|
34,738,760
|
Selling, general and
administrative expenses
|
11,964,457
|
6,257,128
|
|
34,581,546
|
27,312,587
|
Income from
operations
|
3,609,261
|
3,913,209
|
|
11,443,716
|
7,426,173
|
Other income
(expenses):
|
|
|
|
|
|
Finance
costs
|
(1,736,717)
|
(1,098,682)
|
|
(5,209,960)
|
(4,573,151)
|
Increase in value of
puttable class A and Class 1 shares
|
-
|
(17,816,420)
|
|
(47,771,600)
|
(17,816,420)
|
Transaction
costs
|
-
|
-
|
|
(10,269,633)
|
-
|
Reorganization
costs
|
(1,413,924)
|
-
|
|
(1,413,924)
|
-
|
Excess of fair value
over net asset acquired
|
-
|
-
|
|
(12,660,331)
|
-
|
Gain on retraction of
Class 1 special shares
|
-
|
-
|
|
1,250,000
|
-
|
Other
|
(108,881)
|
4,776
|
|
(138,052)
|
(53,061)
|
|
(3,259,522)
|
(18,910,326)
|
|
(76,213,500)
|
(22,442,632)
|
Income (loss) before
income taxes
|
349,739
|
(14,997,117)
|
|
(64,769,784)
|
(15,016,459)
|
Income tax
expense:
|
|
|
|
|
|
Current
|
(803,829)
|
190,714
|
|
677,235
|
762,885
|
Deferred
|
865,014
|
232,649
|
|
(812,167)
|
930,594
|
|
61,185
|
423,363
|
|
(134,932)
|
1,693,479
|
Net income (loss) and
comprehensive income (loss)
|
288,554
|
(15,420,480)
|
|
(64,634,852)
|
(16,709,938)
|
|
For the
Three-Months Ended
|
|
For the
Twelve-Months Ended
|
|
December
31,
|
|
December
31,
|
Reconciliation of
net and comprehensive income
(loss) to Adjusted Net and Comprehensive Income
(Loss):
|
2018
|
2017
|
|
2018
|
2017
|
|
|
|
|
|
|
Net and
comprehensive income (loss)
|
$288,554
|
($15,420,493)
|
|
($64,634,852)
|
($16,709,938)
|
Adjustments to net
and comprehensive income (loss):
|
|
|
|
|
|
Increase in value of
puttable class A and Class 1 shares
|
-
|
17,816,420
|
|
47,771,600
|
17,816,420
|
Transaction
costs
|
-
|
-
|
|
10,269,633
|
-
|
Reorganization
costs
|
1,413,924
|
-
|
|
1,413,924
|
|
Excess of fair value
over net asset acquired
|
-
|
-
|
|
12,660,331
|
-
|
Gain on retraction of
Class 1 special shares
|
-
|
-
|
|
(1,250,000)
|
-
|
|
|
|
|
|
|
Adjusted net and
comprehensive income (loss)
|
$1,702,478
|
$2,395,927
|
|
$6,230,636
|
$1,106,482
|
|
For the
Three-Months Ended
|
|
For the
Twelve-Months Ended
|
|
December
31,
|
|
December
31,
|
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)
|
$288,554
|
($15,420,493)
|
|
($64,634,852)
|
($16,709,938)
|
Amortization
|
2,542,920
|
1,714,552
|
|
8,151,846
|
5,955,556
|
Finance
costs
|
1,736,717
|
1,098,682
|
|
5,209,960
|
4,573,151
|
Income tax
expense
|
61,185
|
423,376
|
|
(134,932)
|
1,693,479
|
EBITDA
|
4,629,376
|
(12,183,883)
|
|
(51,407,978)
|
(4,487,752)
|
Adjustments to
EBITDA:
|
|
|
|
|
|
Increase in value of
puttable class A and Class 1 shares
|
-
|
17,816,420
|
|
47,771,600
|
17,816,420
|
Transaction
costs
|
-
|
-
|
|
10,269,633
|
-
|
Reorganization
costs
|
1,413,924
|
-
|
|
1,413,924
|
-
|
Excess of fair value
over net asset acquired
|
-
|
-
|
|
12,660,331
|
-
|
Gain on retraction of
Class 1 special shares
|
-
|
-
|
|
(1,250,000)
|
-
|
Other non-recurring
costs
|
-
|
255,488
|
|
1,058,896
|
2,113,032
|
Adjusted
EBITDA
|
6,043,300
|
5,888,025
|
|
20,516,406
|
15,441,700
|
Pre-acquisition
EBITDA for 3 Acquisitions
|
-
|
784,401
|
|
4,892,784
|
5,533,541
|
Pro-forma Adjusted
EBITDA
|
$6,043,300
|
$6,672,426
|
|
$25,409,190
|
$20,975,241
|
SOURCE Spark Power Group Inc.