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spk02: Good morning, ladies and gentlemen, and welcome to the Spark PowerCore Investor Call and Webcast. At this time, all participants have been placed on a listen-only mode, but we will open the floor for your questions and comments after the presentation. It is now my pleasure to turn it over to your host, Dan Ardilla. Sir, the floor is yours.
spk04: Thanks, Tom, and good morning. Welcome to our 2021 Third Quarter Conference Call. I am joined today by Spark's President and CEO, Richard Jackson, Chief Investment Officer Eric Waxman, and our newly appointed Executive Vice President and Chief Financial Officer Richard Perry. Rich Jackson will begin the morning with remarks on the current state and outlook for the business, and I will follow with a review of the third quarter. We will then have our usual Q&A session. Before we commence the review, I would like to remind you that our presentation contains certain forward-looking statements that are based on current expectations and are subject to a number of uncertainties and risks, and that actual results may differ materially. Further information identifying risks, uncertainties, and assumptions, and additional information on certain IFRS measures referred to in this call can be found in disclosure documents filed by the company with the securities regulatory authorities and available on CDAR.com. These forward-looking statements are made as of the date of this call, 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. With that, I will turn the call over to our President and CEO, Rich Jackson, for his opening comments.
spk01: Thanks, Dan. Good morning and welcome to Spark Power's third quarter 2021 earnings conference call. Thank you for taking the time to join us. Before I go into updates on this quarter's activities, I'd like to highlight some news we shared in our press release last night. Dan has announced his retirement from Spark Power at the end of the year. Dan has been an excellent business partner to me and other members of our extended leadership team and has been instrumental in Spark's growth. And I wish him all the best as he embarks on his next chapter. I know he looks forward to some downtime and maybe a few rounds of golf over the winter someplace nice and warm. We are well underway into the company's fourth and final quarter of the year, and I am pleased to share that because of the gains made during our third quarter, we are continuing to experience growth across most of our business segments. In both Canada and the US, the loosening of COVID-19 restrictions has played a significant role in helping our business move forward through the progression and completion of projects and sites that have experienced delays due to the pandemic. Our employees in the field who make Spark Power's work possible and help to sustain customer relationships through excellence and service can once again travel to sites and branches across North America. In our offices, our sales and branch teams are pursuing active and new business leads, which is helping to reinforce Spark's end-to-end service model and team-oriented approach locally. As market demand for electrification continues to accelerate, we are well positioned to take full advantage. Some examples include in the US and in Canada, automated warehouses, data centers, and blockchain facilities have become significant to our business. We are currently engaged in ongoing and upcoming opportunities to grow Spark in this specialized area. Throughout the third quarter in Ontario, we've seen an uptick in the food and beverage segment, along with major industrial projects. Currently, our Eastern Ontario team is working with a large manufacturer to provide low voltage work, including lighting, to an existing and expanding site. In southwestern Ontario, we are also providing ongoing electrical services work to a major food manufacturer with opportunity for future opportunities. These opportunities are sticky and provide spark with long-term services that contribute to our reoccurring revenue profile. In our renewables business segment, we have seen promising growth, particularly throughout the U.S. This aligns with our first and second quarter trajectory, which also showed strong growth. In particular, the wind energy market is driving high billable hour trends. In this quarter, we were awarded our first major electric vehicle charging station project in the U.S., which will break ground in the fourth quarter. Our renewable segment was also awarded our first utility scale solar operations and maintenance contract in the Texas market. The project will enter its O&M phase in early 2022, and SPARC will serve as the turnkey O&M provider to that facility, which includes 24-7 monitoring, performance analytics, and a full scope of services onsite from modules to point of interconnection. This site will become SPARC's largest solar site under an O&M agreement across North America. This quarter, we also completed over 50 megawatts of new battery energy storage projects with a backlog into 22 that is, in fact, larger in capacity than our 2021 services rendered. In general, our U.S. solar services experienced 100% growth quarter over quarter, and we are continuing to see strength in this area, feeling the synergies of an integrated platform and an end-to-end offering throughout our renewables segment. As we capitalize on the market opportunities to accelerate our growth, we also continue to execute on our One Spark strategy to build a common platform to scale our business. I am pleased to share that our new Spark Power Campus in Oakville, Ontario is well underway and on track to be completed in 2022. We are especially excited about the site's state-of-the-art training facility, which will help to ensure our workforce has access to the highest quality education, whether they're working in the field or at the branch level. In September, we proudly launched our Be Powerful Scholarship, the first initiative of its kind for SPARC. This funding, made possible through the $5.3 million grant from the Government of Ontario's Skills Development Fund, will support six students in Ontario from underrepresented communities who are interested in becoming licensed electricians, power line technicians, high voltage technicians or technologists, renewable energy technicians, wind technicians or solar technicians. The application is closed on October 15th and we look forward to sharing more details about our scholarship recipients and progression of this initiative in the new year. Internally, our Project Darwin, which has sparked movement towards incorporating an integrated enterprise class technological environment, will seamlessly tie together our 35 plus branches throughout North America By doing so, we can ensure that data is optimally captured and utilized to enhance our customers' and employees' experiences. This project will further promote collaboration across different areas of our business and provide real-time information across multiple teams. It is the capstone of the integration of our Spark platform. As we are now well into the final quarter of 2021, we are busy planning for the year ahead, which we anticipate will continue to see the company grow across all of our business segments. In support of this, I am pleased to announce some important changes to our leadership that will enhance the continued growth of our business. With the addition of Tom Duncan, our newly appointed Executive Vice President and Chief Operating Officer, and Richard Perry, our newly appointed Executive Vice President and Chief Financial Officer, along with the appoint of Suhag Jaiswal to Vice President of Sustainability, we continue to build a collaborative management structure that ensures leadership is working together. across all segments to strengthen our one-spot culture and maximize our customers' experiences. This newly defined management structure will continue to support the execution of our growth strategy. I would now like to turn it over to Dan to share our financial results. Dan. Thanks, Rich.
spk04: During the third quarter, we continue to experience revenue growth across the majority of our businesses and continue to see strong tailwinds as we move forward towards fiscal 2022. Gross margin realizations on an adjusted basis are beginning to show signs of improvement and the stability in our SG&A costs, we are realizing the impacts of scale on our current SG&A profile. We are very optimistic about what the future holds for the operating performance of the company in the quarters to come. Turning to our third quarter results. In connection with the preparation of our financial statements and related MD&A for the three months ended September 30th, 2021, management refined its approach to estimating revenue and costs associated with long-term construction contracts and collectability of work in process. As announced, the charge to earnings of $6.4 million was recorded in the third quarter as a change in accounting estimate. Management is of the view that refined techniques and processes used going forward for estimating revenues and costs associated with long-term contracts will enhance the precision for such estimates in future periods. Management has determined that the impact of this change is not indicative of the forward-looking underlying operational trends for both revenues and gross margins in the business. Furthermore, this change does not impact the current upward trends in growth and expectations for cash flow generation of the business. During the third quarter, we reported revenue of $69 million, representing an increase of $7.6 million, or 12.4% over the same period in 2020. Excluding the impact of the change in estimate charge, we generated revenue of $72.5 million, representing an increase of $11.1 million, or 18%, compared to 2020. Revenue increases in the quarter were driven by our renewable segment that continues to drive exceptional organic growth. with revenues increasing by 6.4 million or 44.1% in the quarter. On a year-to-date basis, this segment has increased $10 million or 35.8% and continues to have an attractive growth profile moving forward. Success for this group has been driven primarily by organic growth in the U.S. wind market and continued strong penetration into the U.S. solar market. Our technical services segment that saw revenues remain relatively flat that it achieved in the same quarter of 2020 was at $41.5 million. On an adjusted basis, revenues were $45 million, representing an increase of 7% over the prior year. We are very pleased to see this segment return to a positive revenue growth trajectory. We are anticipating continued growth in this segment in future quarters, driven primarily by continued expanded penetration of the U.S. market and a strong backlog and pipeline being developed in our Canadian technical services operations. Our sustainability segment saw a sizable increase in revenues in the third quarter of 2021 of 69% to 3.4 million as compared to 2 million in Q3 2020 and was driven by a large sale of renewable energy credits to a key customer. Gross margins excluding depreciation and amortization were 15.7 million or 22.8% of revenue in the third quarter as compared to 20.8 million or 33.8% in the comparable quarter in 2020. The drivers to this decline include, one, the change in estimate charge recorded in the quarter negatively impacted gross margins by $6 million or 8% of revenue. Gross margins excluding depreciation and amortization and adjusted for the impact of this change in estimate charge were 21.7 million or 30%. Secondly, the impact of a year-on-year decline in government subsidies of $1.2 million negatively impacted year-on-year gross margin realizations by 1.7%. And lastly, the impact of the growth of the renewable business which is accounting for a larger percentage of overall revenues that has a lower gross margin and lower SG&A profile than our other business units. Selling general and administration costs exclusive of the impact of depreciation and amortization were $13.1 million or 19.1% of revenue and 12.7% or 17% of taking into account the impact of the change in estimate on revenues and costs. This compares to 12.1 million or 19.6% in the third quarter of 2020. In our last conference call, management indicated its commitment to drive an SG&A cost profile that was optimal and sustainable in the range of 16 to 18% of revenue. We are obviously pleased that we were successful in attaining that target in Q3 2021, coming in at 17.6% on an adjusted basis. Management has stated and will continue to focus on opportunities to generate operating leverage and its SG&A costs as the company continues to grow its revenue base, while at the same time creating an operating team that is highly functional and scalable. During the year ended December 31, 2020, the company entered into a power purchase agreement for the purchase and sale of renewable energy and environmental attributes, including certified renewable energy certificates, or RECs. Under the PPA, SPARC guarantees a price for power generated by the renewable energy asset developer and owner and sells the power to the grid at market prices. During the third quarter, the company recognized a gain resulting from a change in the fair value of the derivative instrument associated with the power purchase agreement entered into by the company. The change in the derivative is calculated as the present value of the spread between the price guaranteed by SPARC to the renewable asset developer and the forecasted market price for electricity in Alberta over the contracts period. The total value of this spread was $4.2 million at September 30th, 2021, of which 1.6 million was recognized in the third quarter of 2021. To offset any risk and volatility of this agreement, management entered into a related power swap arrangement to hedge the risk of changes in cash flows due to the fluctuations of power prices in the Alberta market. The change in the estimated fair value of the other derivative liability during the nine months ended 2021 was $1.3 million, of which $463,000 was recognized in the third quarter of 2021 and is based on the projected market values of similar contracts with similar remaining durations. As a result, the company recorded a net gain of $1.2 million, resulting from the change in the fair value of these derivative instruments. In addition, during the quarter, the spread between the market price realized and our fixed purchase price on energy produced and sold into the grid resulted in a net realized gain of $384,000 in the quarter after offsetting the cost of our hedge. On a year-to-date basis, the net realized gain on the PPA was $1.2 million. During the third quarter, the company generated EBITDA of $2.2 million, or 3.2% of revenue, and adjusted EBITDA of $10.3 million or 14.9% of revenue. This compares to $9 million or 14.6% of revenue achieved in the third quarter of 2020 and represents our highest adjusted EBITDA realization since the start of the pandemic in Q2 2020. During the third quarter of 2021, The company generated negative cash flow from operating activities of $1.4 million. Operating cash flow were impacted by an increase in accounts receivable of $12.3 million, resulting from revenue growth in the final billing of a large job in our U.S. technical services group that was partially offset by a decrease in contract assets of $6.9 million and a $3.6 million increase in accounts payable and accrued liabilities. Capital expenditures in the quarter were $1.3 million and was spread across all classes of property, plant, and equipment. During the quarter, the company satisfied $2.1 million of debt obligations to its lender under its term debt facility and had principal payments towards vehicle and premises lease liabilities of $2 million. The net result of cash flows was an increase in bank indebtedness of $6.7 million in the third quarter. The company had approximately $6 million of liquidity on its operating line at September 30th, 2021. As a result of this increase in banked net in this and principal payments in the quarter. Total outstanding debt to our lender increased by 5.8 million to 92.9 million. The company was in compliance with its financial covenants in its credit credit agreements at the end of third quarter. In closing, and as noted by Rich earlier in the call, I will be retiring from Spark Power effective December 31st, 2021. Effective today, Rich Perry will assume the role of Executive Vice President and Chief Financial Officer, and I look forward to working with Rich over the weeks and months to come in supporting his transition into this new role. In the short time that Rich has been with the company, he has proven that he is the right leader at the right time to continue the path of building a best-in-class finance organization. I have no doubt Rich will be hugely successful in this role. Now I'll turn it over to Rich Perry for final comments before we head into Q&A. Rich?
spk05: Thank you, Dan. I'm extremely excited to assume the role of Executive Vice President and CFO and continue to partner with Rich Jackson and the leadership team to execute on our growth strategy. I am optimistic about the growing market demand for our services, and I believe we are well positioned to take advantage of this opportunity. Lastly, I would like to personally thank Dan for all his efforts to build a strong finance team, and I look forward to working across the business to drive performance. Dan, I'll pass it back to you.
spk04: Thanks, Rich. As an investor in SparkPower, I'm really excited about the impact on the success of the business and future shareholder value, that you and Tom will undoubtedly have under Rich Jackson's direction, supporting a talented and driven senior leadership team. With that, this concludes our prepared remarks. I will now turn the call over to our operator for questions. Operator, please go ahead.
spk02: Certainly. Thank you. Ladies and gentlemen, the floor is now open for questions. If you would like to enter the queue to ask a question at this time, please press star 1 on your telephone keypad to enter the queue. We ask if listening on speakerphone this morning to please pick up your handset while asking your question to provide optimal sound quality. Once again, ladies and gentlemen, please press star one on your telephone keypad this time if you would like to enter the queue to ask a question. Please hold a moment while we poll for questions. And your first question is coming from Matthew Lee at Canaccord. Matthew, your line is live. Please go ahead.
spk03: Hey, good morning, and congrats, Dan. You know, maybe to start off, we talked about working capital usage. It was a little bit higher than we were expecting, particularly in accounts receivable. Can you maybe give us some color into the puts and takes on that line of them?
spk04: Yeah, and thanks, Matt. Yeah, we did see a spike in AR, and it was driven by a pretty significant billing on that U.S. technical services job that I mentioned. We're sort of seeing DSO in the 70 to 72-day period. Once that receivable clears and we continue to see some of the impact of initiatives that Rich Perry has been leading since he joined the company, I think we're on a good platform to see some trending down in the DSO area. On the contract asset side, obviously the adjustment brought that number down. And we continue to see opportunities operationally to drive that number down further. But I think it's currently sitting at a level that is more representative of the working capital investment that's required to support the business. But again, I think opportunities in time to improve that.
spk03: That's great. And then maybe with regard to that estimate change on revenue, If I'm understanding it correctly, that's a one-time impact only in this quarter, right?
spk04: That's correct. We've refined our processes for how we assess our work and process and contract asset, and we're confident that those revised processes will ensure that issues like this don't recur in the future.
spk03: That's perfect. And then maybe lastly, just regarding Project Darwin, you know, I can completely understand the cost savings associated with the platform, but can you maybe share some of the opportunities for revenue growth you expect in integration?
spk01: Yeah, thanks, Matt. Richard here. You know, a few things around Project Arwen. You know, this is a full integration of all of our technology, so it's not just, you know, putting everybody on the same backend ERP. It's integrating the CRM with our – our market generation and lead generation and our tools that we use for that. And then obviously, operationally, all of our field tracking, hours tracking, work order management. So it is a full integration of all of our systems onto one common platform. So the one exciting piece of it for me is, is anything going on in lead generation from our inside sales and marketing organization, carries right through the entire business system. So much better visibility on leads, on our pipeline, on our backlog. One of the big things that we're talking about right now within Spark is the commercialization of the business to drive the organic growth. We're a very operationally focused organization and we're transitioning obviously with our size and scale to becoming far more commercialized. So I think the Darwin technology platform or the transition of the platform really helps drive some of that. I would just maybe just succinctly say it's really about visibility on our sales pipeline, our funnel, and the lead generation we're creating across the business.
spk03: All right, thanks. That's helpful. I'll pass the line.
spk02: Thank you. Your next question is coming from David Quezada from Raymond James. David, your line is live. Please go ahead.
spk00: Thanks. Good morning, everyone. My first question here, maybe just you mentioned a couple, I think, new opportunities in Bitcoin mining and EV charging. Just wondering if you could give us any color on how you see the magnitude of those opportunities and what portion of your business maybe could they represent going forward?
spk01: Hey, David, thanks for jumping on. It's Rich again. Great question. Yeah, these are significant opportunities for us. We're engaged right now with three Significant opportunities in the Bitcoin space, both in the US and Canadian markets. And these are opportunities that are expanding very rapidly. They're moving very quickly for us. And it's building some pedigree for the business, quite frankly, as we start building. We've actually engaged in opportunities where we're actually doing the full engineering and the design of the mining equipment itself. and then doing the install at site. So it's still early days on the Bitcoin side, but what I would tell you is I believe there's a real opportunity for us to continue to expand our services and opportunities based on the three initiatives underway. On the EV side, we've taken on a significantly powerful project in the US EV space as it pertains to bus electrification. In addition to that, our renewables team has seen significant growth and opportunities in the pipeline on EV infrastructure right across North America. We just took on three new projects in the western part of the country in the US, specifically that will be underway here in the next couple of weeks and will run through Q1. So we're actively involved and engaged in several, several EV infrastructure opportunities. The next stage of where this goes for us from the EV side is to really hone in on the long-term viability of the O&M potential with EV infrastructure long-term. And that's something that our leader in renewables, Grayson Swan, is overseeing for us and starting to build up the marketing plan for. So both of these are significant, longstanding, and great opportunities for, you know, have lots of long-term opportunities on revenue.
spk00: That's great, Collar. Thanks for that, Rich. And then maybe one on the renewable O&M side. Maybe you hear a lot from the renewable power companies about project cost, inflation, and materials. And I think you mentioned that in your MD&A as well. I'm just curious, are you seeing that have any impact, I guess, on your business at large and particularly on the renewable O&M side?
spk01: Yeah, on our renewables business, quite honestly, the material impacts are less severe than they would be on the technical services side. When you look at the mix and the type of work we do on the O&M part of the business in renewables, it's mainly labor-driven. So if you look at the mix between labor and material, you don't get the same level of impact. So it's I wouldn't say it's non-existent, but it's certainly not as impactful as it is on the technical services segment where we have a bit of a higher mix of material to labor. And so we manage, you know, obviously we're managing through all of these commodity increases accordingly. But on the renewable side, I would say it's lesser of the issue.
spk00: Okay. Okay, great. That's helpful. Thank you. And then maybe just one last one for me. You know, it feels like there's a lot of – momentum in carbon credits and racks and carbon offsets. I'm curious how you see Bullfrog's results trending going forward and maybe just a comment on how much more integration or maybe inbound interest there are from your technical services customers on the carbon credit or carbon offset side.
spk01: Yeah, it's a great question. And really, you know, it's a work in process for us right now with Bullfrog and trying to find the positioning in the market that Bullfrog, as you know, is a smaller piece of our business, has an outstanding reputation in the space. And, you know, Suha and myself and members of our management team are starting to really reflect on our strategy there. to sort of mine out what we can see the long-term looks like and how we can capitalize growth on that business. What I would tell you on the technical services side and its attraction around sustainability and opportunities around energy efficiency and so on, I'm less, I would say, less impressed on our development there so far. It just hasn't taken hold. The main reason for that, quite honestly, is we're late to the market. I mean, we're late to entry to the market to do energy efficiency. A lot of the larger OEMs have been doing it for many years. So we've brought that in as a service offering to help generate more opportunities on technical services. We've seen some growth there, but not at the level that we would have expected, you know, earlier on when we launched the program. So still a bit of a work in process. And, you know, again, with SUHA taking the lead of that business and you know, sort of the next stage of growth for bullfrog and sustainability. We're taking the time to really reflect on our overall strategy there. And obviously, PPAs are a big part of the discussion on that.
spk00: Okay, great. That's great, Collar. Thank you. And actually, maybe just one last one, if I could. It feels like from your commentary and I guess the wording in the release that the effects of COVID have maybe not completely behind you, but you're kind of most of the way through it. Is that a fair characterization?
spk01: Yeah, I mean, it really, you know, the nice thing about Spark, we're becoming far more diversified geographically. So there's lots of puts and takes in the business. So, you know, I would say from a blanketing statement, yeah, we're starting to see the light at the end of the tunnel. There are certain jurisdictions where we see less of that. And obviously, in certain areas, we're further ahead. What I would say that continues is there's no question that job site protocols are still in play as it pertains to COVID. And, you know, the ability to be as efficient as we were pre-pandemic, you know, still an ongoing challenge. But, you know, I would say from a temperature check standpoint, it's certainly getting better. And, you know, we see some light at the end of the tunnel.
spk00: Okay, excellent. Thank you. And I'd just like to say a big congrats to Dan on a well-deserved retirement and looking forward to working with Rich, Tom, and Suha going forward. Thanks, David. Thanks, David.
spk02: Thank you. Once again, ladies and gentlemen, the queue remains open. If you would like to enter the queue at this time, you may press star 1 on your telephone keypad to ask a question. Once again, that will be star 1 on your telephone keypad if you would like to enter the queue to ask a question at this time. We have a question from Paul Tebbish from High Rock Capital. Paul, your line is live. Please go ahead.
spk06: Thank you. Congratulations, Dan. Happy retirement to you.
spk04: Thanks, Paul.
spk06: A series of questions. First one, maybe kind of broad, and you may have certainly, I think Rich may have touched on it, but given the new U.S. infrastructure bill that Biden just signed, are you seeing any early sense on new business coming from that bill?
spk01: Yeah, I would say indirectly, I would say yes. The truth is the way we're positioning the renewables business for Spark is it's uniquely positioned well with the four kind of main areas of the business, EV, battery storage systems, wind and solar. And then our setup of infrastructure, meaning branches and the setup of the management team in the U.S. to sort of penetrate that market for us have all been, you know, internally the investments and the things we've needed to do to set ourselves up to take advantage of it. And then I would just say that right now, you know, the electrification of everything is upon us. I think these announcements by the administration are obviously going to help us, and it gives us the long-term legs to continue to capitalize on the market down there. We're not dealing with it directly, but we're certainly seeing it through the asset owners that we're dealing with. Some of the other service companies that are intermediaries in the space certainly are benefiting from it. So without a doubt, it's having an impact on us, I would say, on an indirect basis.
spk06: Okay, great. Next question. It looks like you have some prom notes coming due by the end of the year or some in January, totaling roughly $4.5 million. Is that correct?
spk04: That's correct, yep.
spk06: And how will you fund those payments?
spk04: We're working on various initiatives to ensure that we're properly capitalized to to pay those within the terms.
spk06: Okay. Another question here, you had transaction costs for legal and special committee fees across the third quarter totaling $1.1 million. I just want to get some clarity around that because it's a fairly decent sized number. Is that related to your strategic process and legal fees and financial advisor fees? Typically those would be paid at the end of a transaction. You have no language in your MD&A about a transaction. So what exactly are those fees?
spk04: Part of those fees that drove up the number in Q1 was part of the old contract asset review. So there was some items that were part of that adjustment that flowed through in the third quarter. And the balance is a combination of legal support, the strategic committee fees, and other.
spk06: Are you paying a monthly fee to KeyBank, or are you paying a success-based fee upon a transaction?
spk04: No. Again, it's related to our strategic committee fees and other legal fees. Nothing's been paid associated with any transaction related to this strategic review process.
spk06: Okay. All right. And perhaps just a last question, perhaps an elephant in the room, but given this non-cash accounting adjustment here that you put through last night, What happened to your stock yesterday? You had enormous volume trading and the stock got pounded.
spk04: Do you have any comment on that? And rebounded a little bit at the end. No, there was nothing that we were aware of that would drive that kind of activity. We've seen some volatility over the last few weeks, both positively and negatively, and this just happened to be a negative day from our perspective.
spk06: Okay. Thank you very much and best of luck in retirement.
spk04: Thanks very much, Paul.
spk02: Thank you. And there are no further questions in queue at this time. And I would now like to turn the floor back to Dan Ardillo for closing remarks.
spk04: Thanks, Tom. And thank you, everybody, for joining us today and your continued interest in Spark Power. And be safe, everybody.
spk02: Thank you, ladies and gentlemen. This does conclude today's conference call. You may disconnect your phone lines at this time and have a wonderful day. Thank you for your participation.
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