Good morning, ladies and gentlemen, and welcome to the Spark Power Corp Investor Call and Webcast. At this time, all participants are in a listen-only mode, and we will open the floor for your questions and comments after the presentation. It is now my pleasure to turn the floor over to your host, Dan Ardila. Sir, the floor is yours. Thank you, Matthew. Welcome everyone. Good morning. Thank you for joining us for our 2021 second quarter conference call. I am joined today by Spark's President and CEO, Richard Jackson, and Chief Investment Officer, Eric Waxman. Rich will start with remarks on the current state and outlook for the business, and I will follow with a review of the second quarter. We will have our usual Q&A session. Before we commence the review, I would 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 actual results may differ materially. Further information identifying risks, uncertainties, and assumptions, and additional information on certain non-IFRS measures referred to on this call can be found in the disclosure documents filed by the company with the securities regulatory authorities and available on SEDAR+. Further, 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 Rich for his opening comments. Good morning, everyone. Welcome to Spark Power's second quarter 2021 earnings conference call. The close of our second quarter marks the official halfway point in our fiscal year. As COVID-19 restrictions continue to lift across North America, we are seeing signs of a steady return to pre-pandemic levels of operations and positive trends in margins in key parts of the business. This is due in part to our decision earlier in the year to flatten our management structure and focus more closely on our field operations, and also a result of the incredible work being done by our teams in the field, branches, and sales force to acquire new leads and deliver excellent service. Our senior leadership team, which recently welcomed two new members, Tom Duncan, our Executive Vice President of Technical Services, Canada, and Richard Perri, our Senior Vice President, Finance, remains very focused in guiding our teams across our business and the post-pandemic recovery while maintaining the company's commitment to safety. With this leadership team in place, along with the strengths of our highly trained technicians, managers, and other professional members, I remain confident that our organization will continue to gain traction throughout the coming quarters. In May, we announced a new CAD 5.3 million grant from the Government of Ontario Skills Development Fund. This funding will help Spark continue to attract, train, and retain the highest quality field team members while ensuring we remain a leader in the health and safety and service quality. It will be used to invest in the development and launch of Spark U, a centralized space for Spark Power employees to learn, contribute, and hone their skills throughout their career life cycle, to utilize hands-on, state-of-the-art tools such as virtual reality to help enhance educational modules in the field, and at our new Spark campus training center, set for completion in 2022, expand our training platform by offering virtual reality training and other online tools for our remote employees, create opportunities for employees to participate in the development of Spark-specific training modules that reflect Spark's various areas of technical expertise, including low voltage, medium voltage, high voltage, and renewable services. It will significantly enhance on-the-job training for Spark's apprentices in the field, and it'll allow the company to have greater community impact at the high school and post-secondary levels through its scholarship program for underrepresented populations and investment in outreach programs that promote future generations of electricians and electrical technicians in Ontario. In Q2, we were thrilled to share that we have partnered with GP JOULE, a global renewable energy company, on the construction of three new solar projects in Western Canada. Based in Alberta, all sites are owned by Concord Green Energy and include Monarch, a 23.6 MW site, Coaldale, a 22 MW site, and Vulcan, a 22 MW site. Spark will provide engineering, procurement, construction support for the substation interconnection portions of each project, including electrical house supply and commissioning scopes. Substation construction is set to begin in the fall of 2021, with the completion of the last project in early 2022. This quarter, we also announced two new solutions for current and future customers that help them save money on electricity while reducing their environmental footprint. The first is on-site solar solutions for the California market. Producing solar energy on their own property will lower customers' electricity costs, protect them from rising energy rates, and shrink their carbon footprint. Customers can own the system themselves or simply buy the energy produced through a zero-capital financing solution and can also add battery storage to further drive savings and provide resilience against grid outages. The second is energy efficiency services for small to medium-sized manufacturers in the commercial and industrial space, which will help customers save time and money by identifying optimizations and simple upgrades with short payback periods and tangible environmental benefits. Spark's energy efficiency services will lower customers' electricity costs, shrink their carbon footprint, and provide a convenient end-to-end experience from assessment to implementation. Both of these solutions are supported on the back end by our sustainability division, which performs the analytics and the financial modeling, manages government incentives, and lends the credibility of the Bullfrog Power brand. To further enhance our field operations and complement our digital transformation strategy, known as Project Darwin, to build an integrated information technology platform, we partnered with a company called FieldAware, a cloud-based field services solution that will help us manage our field operations more efficiently and extend the power of NetSuite to the field. This partnership ties directly into our broader technology transformation initiative, Project Darwin, a significant set of initiatives set to pull all of our businesses on a common set of platforms and business processes in support of our operational platform across North America. Along with this transformation, we continue to work through the implementation of our operational excellence function across Spark. I am deeply excited about this and the long-term impact it will have on our organization. It really is about continuing to build our platform. Earlier this quarter, our special committee recommended, and was approved by the board of directors, the initiation of a formal sales process of the company, which will maximize value for all shareholders. The special committee is working cooperatively with the co-founders of the company, Jason Sparaga, Andrew Clark, and Eric Waxman, who collectively hold approximately 45% of the company's outstanding shares, to maximize value for all stakeholders. Our founders have indicated to the board of their preference to sell their entire interest in the company in a value-enhancing transaction. The strategic review process was announced in early 2020 and is focused on the recapitalization of the company so that our team can continue to execute on our North American growth strategy. I am very pleased with the progress we are making on this initiative and expect that Spark will achieve its objectives in this regard. Finally, during our annual general meeting, we received shareholder approval for all resolutions voted upon. We also closed a non-brokered private placement of 2.6 million common shares of the companies issued at a price of CAD 2.11 per common share for aggregate proceeds of approximately CAD 5.6 million, most of which was provided by our founders, which reaffirms their confidence in our company's progress. As we move into the latter half of the year, we look forward to continued opportunities to expand our operations with a primary focus on both our Western Canadian and U.S. branches and renewable energy services. I'm also pleased to share that construction at our new Spark Power campus is well underway, and we are on track to move into our new head office next year. I would now like to turn it over to our Chief Financial Officer, Dan Ardila, to share our financial results. Dan? Thanks, Rich. Before I begin my remarks on the quarter, I would like to make some personal comments about our team. It's been a challenging and exciting 1st half of 2021. We saw the exit of our founders from the business. We experienced new leadership under Richard Jackson as CEO. We repositioned some of our key business leaders, both with young families, into new roles and new geographies that are a key focus for Spark. We managed a rapidly growing business through a relatively tight liquidity position. This is a lot of change in a very short period of time, and I know I speak for Rich and Eric about how proud we are of the team at Spark, and we're very excited about seeing what this team can accomplish in the months and year ahead as we execute on the strategic imperatives set out by our CEO. Revenue during the second quarter, we generated CAD 65.4 million, representing an increase of CAD 19 million or 41% over the same period in 2020. Revenue increases in the quarter were driven by our renewable segment that continues to drive exceptional organic growth, with revenues increasing by CAD 6.4 million or 44.1% in the quarter. On a year-to-date basis, this segment has increased CAD 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 saw revenues increase by CAD 12 million or 40.5% to CAD 41.4 million from CAD 29.6 million in the same quarter last year. The increase is partially explained by the impact that the pandemic had on revenues for this segment in the comparable quarter last year. We are very pleased to see this segment return to strong revenue platform and growth consistent with what we were experiencing prior to the rise of the pandemic. Our sustainability segment saw an increase in revenues in the second quarter of 20% to CAD 2.4 million as compared to CAD 2 million last year. Gross margins, excluding non-cash depreciation and amortization, were 28.5% of revenue in the second quarter as compared to 40.9% in the comparable quarter in 2021. 2020, sorry. The drivers to this decline include the impact of government subsidies received in Q2 2020 during the height of the pandemic of CAD 5.8 million that helped offset the impact of a significant decline in revenues and support the company's focus on maintaining the highest employment levels possible for its team during the pandemic. Secondly, the impact of the growth in our renewables business, which is accounting for a larger percentage of overall revenues, has a lower gross margin profile than the other business units. As we noted in the past, a corresponding low SG&A profile than our other businesses drive strong EBITDA margins for the renewable segment. Thirdly, a large job in the U.S. technical services group that required the company utilize a significant level of subcontractors at a lower than usual margin to support an expanded project mandate resulted in total project margin realizations significantly below our norm. Lastly, the pandemic continues to impact our margins. Quarantine requirements and COVID-19 protocols on site and in the business generally continue to have a significant impact on labor and overall job efficiencies. Turning to SG&A. Selling general and administration costs exclusive of the impact of depreciation and amortization were 18.9% of revenue in the second quarter as compared to 14.4% in Q2 2020. Similar to cost of goods sold, SG&A costs as a percentage of revenue were impacted by a much lower revenue base and the receipt of government subsidies of CAD 2.1 million in 2020 that provided support to the company's goal of maintaining full employment levels. Management continues to focus on opportunities to generate operating leverage in 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. Management's stated goal is to scale SG&A costs down to an optimal and sustainable range of 16%-18% of revenue in the near future. SG&A costs are primarily fixed or scalable costs by nature and are comprised of 65% of labor costs, 8% computer and telecommunications, with the balance covering insurance, professional fees, and occupancy costs. During the year ended December 31st, 2020, the company entered into a power purchase agreement for the purchase and sale of renewable energy and environmental attributes, including RECs, Certifiable Renewable Energy Certificates. Under the PPA, Spark guarantees a price for the power generated by the renewable energy asset developer, and the owner sells this power to the grid at market prices. During the second quarter, the company recognized a gain from a change in the fair value of a derivative instrument associated with this 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 Spark Power to the renewable asset developer and the market price for electricity in the Alberta market over the contract period. The total value of this spread was CAD 2.5 million at June 30th, 2021, of which CAD 1.8 million was recognized in the first quarter. The value of the spread has been unusually high to the current situation in the Alberta market, where plants where previously coal-fired are now being taken offline to convert to gas-fired earlier than expected, causing a tightness in supply. 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 three months ended June 30th, 2021 was CAD 0.9 million, of which CAD 0.4 million was recognized in the first quarter 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 CAD 281,000 resulting from the change in fair value of these derivative instruments. During the second quarter of 2021, the facility associated with our power purchase agreement went online and started producing energy. Under the PPA, we receive 40% of the production from the facility that we immediately sell into the Alberta energy grid at market prices and pay the developer our fixed price commitment. During the quarter, the spread between the market price realized and our fixed purchase price resulted in a net realized cash gain of CAD 780,000 after offsetting the cost of our hedge. This gain was driven by the impact of extremely high energy prices in Alberta during peak usage periods. It is anticipated that these market conditions may continue into the foreseeable period, resulting in additional gains being realized. Lastly, the company also received 6,000 Renewable Energy Credits associated with this PPA that it will sell to its customers under its normal course of business. During the second quarter, the company generated adjusted EBITDA of CAD 7.4 million or 11.1% of revenue as compared to CAD 9.1 million or 19.7% of revenue in the comparable quarter. It should be noted that the Q2 2020 EBITDA included the impact of the receipt of CAD 8 million in government subsidies. During the second quarter of 2021, the company generated net cash flow from operations of CAD 3.5 million that was negatively impacted by a CAD 7.2 million increase in contract assets, of which over CAD 5.7 million of this was attributable to the large U.S. job completed through the end of Q2 that was not billed until after the quarter end. This impact was partially offset by approximately CAD 1.3 million increase in associated accounts payable on this project. Exclusive of the above, cash flows from operations would have been CAD 10 million in the second quarter. Capital expenditures in the quarter were CAD 2.5 million and was comprised primarily of investments in equipment and vehicles and leasehold improvements on two of our company's facilities. During the quarter, the company received proceeds under its credit agreement of CAD 5.6 million that was primarily used to pay down the company's capital expenditure facility that was included in bank debt in this in prior quarters. In addition, the company received proceeds from a founder-led private placement of equity of CAD 5.6 million. During the quarter, the company satisfied CAD 1.5 million of debt obligations to its lender and CAD 1.8 million toward lease liabilities. The net result of this was a significant decrease in amounts drawn on our revolving credit facility of CAD 8.4 million. Accordingly, the company had approximately CAD 14 million of liquidity on its operating line at June 30th, 2021. During the 2Q of 2021, total debt outstanding to our lender decreased by CAD 5.4 million to CAD 85.9 million. This was primarily due to the proceeds of the private placement at the end of June 2021. At the end of June 2021, the company entered into an amended and restated credit agreement with its lender, providing for a variety of enhancements. Firstly, a consolidation of the non-revolving term loan, revolving acquisition line, COVID loan, and demand revolving CapEx line into one non-revolving term loan totaling CAD 66.6 million. Secondly, the maturity date of this facility was extended to September 30th, 2023 and will be amortized over an eight-year period with quarterly repayments of CAD 2.1 million. Thirdly, the CAD 30 million revolving credit facility was increased to CAD 35 million, subject to borrowing base limits, which have also been expanded. Lastly, an adjustment of covenant requirements to a maximum ratio for senior debt to EBITDA of 3.25:1, a maximum ratio of total debt to EBITDA of 4:1, stepping down to 3.75:1 at December 31, 2021, and a minimum fixed charge ratio of 1.1:1, stepping up to 1.25:1 at December 31, 2021. It is important to note that all future covenants will be calculated in accordance with IFRS, which results in lease liability being included in total debt and lease payments no longer being deducted from adjusted EBITDA for covenant purposes. This structure results in additional covenant headroom for the company. In closing, I provide the following comments. Our primary goal is to continue to strengthen our financial and operating platform to support organic growth opportunities that exist, focus on operational excellence to drive improved gross margins, and to continue to focus on driving scalability in our selling general and administration costs. We remain optimistic about the balance of 2021 and look forward to the opportunities that 2022 will undoubtedly bring. We have solidified our management team with the addition of Tom and Richard. We have a strong backlog and an expanding pipeline. We see renewed strength in our technical services business, both from a revenue and an EBITDA perspective. We remain excited about the opportunity to continue to take advantage of the many opportunities being developed by our renewables team in the U.S. solar market, battery storage, and EV charging to complement our rapidly growing existing wind and solar business in the U.S. and Canada. This concludes our prepared remarks. I will now turn the call over to the operator for questions. Operator, please go ahead. Certainly. Ladies and gentlemen, the floor is now open for questions. If you have any questions or comments, please press star one on your phone at this time. We do ask that while posing your question, please pick up your handset if you're listening on speakerphone to provide optimum sound quality. Once again, if you have any questions or comments, please press star one on your phone. Please hold while we poll for questions. Your first question is coming from David Quezada from Raymond James. Your line is live. Thanks. Morning, everyone. My first question here, just on the commentary around margin improvement. I'm wondering if there's any color you can provide on specifically how things are developing on job sites, what you think the timeframe will be to, I guess, more normal operations and maybe any color you could provide, I guess, regionally in terms of how your various jurisdictions are faring compared to each other? Thanks, David. Rich here. I think that what we're paying very close attention to right now is what's happening with the impending fourth wave in some jurisdictions in Canada, and then attention around the vaccination levels and rates in the U.S. Those are two key areas that we're keeping a pulse on. They affect our operations on both sides of the border. What I would tell you is we've seen some improvements in COVID-19 protocol in Ontario with the higher level vaccination rates and some of the reopening aspects to the market there. We're seeing a little bit of the same in Alberta. Again, I'm tentative on where it goes just in terms of the movement around the fourth wave. Cautiously optimistic that we're returning, but also very cognizant of the fact that the pandemic isn't over and we still have to weather through the balance of it. My feeling is, and we've been saying this for the most part, most of the year, that as the year progresses, we'll continue to see some improvement and we are seeing that, but we're still certainly in the pandemic and not back to our pre-pandemic levels. I would say that it's coming in all shapes and sizes, quite frankly. All of our segments within our renewables group are growing. We have four very discreet and specific areas, wind, solar, electric vehicle infrastructure, and battery storage systems, and happy to report that all four areas of that business continue to build. We're seeing growth in all aspects of our customer segments, whether it's the OEMs themselves. We do a lot of work with OEMs in the wind space. We do work with asset owners, primarily in the solar space. In the EV infrastructure space, we're dealing directly with developers and the end users of those pieces of infrastructure. Battery storage systems tend to work through developers as well. Our go-to market is through multi-channels. What I would just tell you is that all four of those areas of our renewables group continue to grow. Our solar business is up 10 times over last year in the U.S., and we continue to build momentum, and that really comes on the back of building up our U.S. penetration, both on the renewable side and our Technical Services side. Okay, excellent. Thank you for that. Maybe just one more from me before I get back in the queue. You mentioned a record backlog level, which is great to hear. I am just wondering if there is any comment you can provide on what that backlog is composed of, I guess, be it renewable power or on the technical services side, and maybe what the drivers are of that increased level. Is it just the resumption of more normal activity post-COVID or some other driver there? Yeah. We're seeing backlog improvements in both areas. The renewables side, as I spoke to, we're doing a lot of work under MSA, and that's just business that consistently is reoccurring under those MSAs. On the technical services side, we see very similar attributes around our MSA customers, but also the onset of new customers in both markets, the U.S. and Canada. We have a very aggressive growth strategy, as you know, David, in the U.S., and we're starting to see the fruits of our labor there from all the branch infrastructure we've developed down there, through not only our branches directly, but also through the selling and marketing team in the U.S. We're seeing similar effects in Eastern Canada. The one market I would just tell you that we're still very focused on developing and getting further down the line is Western Canada. We've got some good opportunities in the market there on the technical service side that we're cultivating. Excellent. Thanks for that. I'll get back in the queue. Thanks, David. Thank you. Your next question is coming from Matthew Lee of Canaccord Genuity. Your line is live. Hey, morning guys. Congrats on the solid quarter. I'm sorry if I missed it earlier, but can we maybe just talk about what impacted EBITDA margins this quarter and maybe how you see the margin profile going forward, especially given your efforts to flatten the organization? Yeah. A couple of things. We mentioned a pretty significant job down in the U.S. that involved a lot of subcontractor work that really drove the margins down. That's probably about a CAD 700,000 or CAD 800,000 impact on gross and EBITDA margins just in that one project. The other factor is the success of renewables obviously continues to pull the average gross margin down marginally, just given their gross margin profile. The positive is that with the recent resurgence in the technical services group as we move forward, I see less and less of that renewables component dragging margins down as tech services that has the higher gross margin starts to balance with that business. I think from our vantage point, obviously, we've sort of hit a bottom here from our gross margin expectations. With those two factors sort of correcting themselves in the back half of the year, and obviously, as you know, our volumes are typically 5%-6% higher than they are in 2H versus 1H. That'll drive hopefully some efficiencies and better utilization in the business and start to bring our margins back up on a positive trend. Great. Maybe I could ask a question that got asked earlier in a sort of a different way. In terms of the renewables segment, obviously you're seeing strength in all four categories, but do you see that kind of level of growth sustainable throughout the back half of 2021 and into 2022? Absolutely. If I look at the forward lens of our renewables segment, I see three or four years of very robust growth just on the backs of some of the commitments made in the U.S. administration and just the development and what we're seeing in the lens of our customers today in terms of what they're developing and where it's going. There's plenty of runway in all four of those areas of our renewables group, and with heavy attention right now, I would say on solar. Solar development is ramping up right across the market, and we're playing into that very nicely. We are really bullish on our renewables segment and the opportunities that lie ahead beyond 2022. Great. Just maybe one last one from me. Working capital has been much better this year over last year so far. Are you expecting to use more working capital in the back half, or is this relatively going to be flat going forward? It'll be flat at worst from my perspective, Matt. We're certainly targeting to liberate some working capital in the back half of the year. Perfect. Thanks so much, guys. Yeah. Thank you. Thank you. Your next question is coming from Paul Tepsich from High Rock Capital. Your line is- Oh, hi there. You also mentioned your own MD&A, something that may have affected margins is material costs. Do you have any price escalation clauses in your contracts for material costs? Hi, Paul. Thanks. It's Rich. Yeah, the answer is yes, we do. Obviously, when you look at the supply base in the industry, it's not uncommon to see multiple price increases in a quarter, specifically in areas like commodities where things like copper in our wiring cable and some of our steel prices on things like conduit, for example. Those escalations go right through, and they're passed on to the customer. Quite honestly, managing through that is challenging, as you can imagine, with just how fast commodity prices have increased. We're managing that through our normal day-to-day and how we manage our pricing with our customers. The answer is yes; we pass it through. Okay, great. Just one more. Given the backlog now that you've started to mention over the last two quarters, can you give us any more guidance on either revenue? I know you've talked a little bit about margin improvement, perhaps in the second half. Just to help us with modeling this out, can you give us any sort of guidelines as to what that backlog might provide for the business? Paul, it's Dan. I'd say no at this stage. We're giving some general indications here because we are seeing obviously some positive trending. I'll certainly take it as a takeaway for future to look at opportunities to be able to put a little bit more around that comment with numbers or whatever. Okay, great. Thanks very much, guys. Thanks, Paul. Thank you. Thank you. Once again, ladies and gentlemen, if you have any questions or comments, please press star one on your phone at this time. Please hold while we poll for questions. Thank you. There are no further questions in the queue at this time. Thank you, ladies and gentlemen, this does conclude today's event. You may disconnect at this time and have a wonderful day.
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