0001606268-19-000096 8-K 2 20190807 2.02 9.01 20190808 20190808 Spark Energy, Inc. 0001606268 4931 465453215 DE 1231 8-K 34 001-36559 191008051 12140 WICKCHESTER LANE SUITE 100 HOUSTON TX 77079 (713) 600-2600 12140 WICKCHESTER LANE SUITE 100 HOUSTON TX 77079 8-K 1 form8-k1.htm 8-K Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 7, 2019 Spark Energy, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-36559 46-5453215 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification Number) 12140 Wickchester Ln, Ste 100 Houston, Texas 77079 (Address of Principal Executive Offices) (Zip Code) (713) 600-2600 (Registrant’s Telephone Number, Including Area Code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) -------------------------------------------------------------------------------- Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbols(s) Name of exchange on which registered Class A common stock, par value $0.01 SPKE The NASDAQ Global Select per share Market 8.75% Series A Fixed-to-Floating Rate The NASDAQ Global Cumulative Redeemable Perpetual Preferred Select Market Stock, par value $0.01 per share SPKEP Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ? If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ? -------------------------------------------------------------------------------- Item 2.02 Results of Operations and Financial Condition. On August 7 2019, Spark Energy, Inc. (the “Company”) issued a press release announcing second quarter 2019 earnings (the “Press Release”). The Press Release is being furnished as Exhibit 99.1 to this Current Report and is incorporated by reference herein. The information above is being furnished, not filed, pursuant to Item 2.02 of Form 8-K. Accordingly, the information in Item 2.02 of this Current Report will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), unless specifically identified therein as being incorporated by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release of Spark Energy, Inc. dated August 7, 2019 -------------------------------------------------------------------------------- EXHIBIT INDEX Exhibit No. Description 99.1 Press Release of Spark Energy, Inc. dated August 7, 2019 -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: August 8, 2019 Spark Energy, Inc. By: /s/ James G. Jones II Name: James G Jones II Title: Chief Financial Officer EX-99.1 2 a2019-q2xpr_final.htm EXHIBIT 99.1 PRESS RELEASE Exhibit Spark Energy, Inc. Reports Second Quarter 2019 Financial Results HOUSTON, August 7, 2019 (ACCESSWIRE) -- Spark Energy, Inc. ("Spark" or the "Company") (NASDAQ: SPKE), an independent retail energy services company, today reported financial results for the quarter ended June 30, 2019. Key Highlights • Achieved $13.6 million in Adjusted EBITDA, $41.7 million in Retail Gross Margin, and $25.5 million in Net Loss for the second quarter • Total RCE count of 818,000 as of June 30, 2019 • Average monthly attrition of 3.8%, a 30% improvement from the first quarter • Settled several significant legacy litigation items • Amended and extended Senior Credit Facility and Subordinated Debt Facility; current liquidity of $108 million • Terminated Tax Receivable Agreement ("TRA"), which will result in an increase in stockholders equity and a reduction in future cash payments "We had a strong second quarter despite some milder than normal weather in a few of our geographies as we saw our unit margins continue to expand. We are nearing the end of our brand and system consolidation efforts and are on track to deliver over $22 million in run-rate G&A savings by year-end,” said Nathan Kroeker, Spark Energy's President and Chief Executive Officer. “We terminated our Tax Receivable Agreement on very favorable terms. Additionally, we resolved four significant cases that represented the majority of our ongoing litigation exposure. Collectively, these initiatives will enable us to reduce future costs and streamline our story.” Summary Second Quarter 2019 Financial Results For the quarter ended June 30, 2019, Spark reported Adjusted EBITDA of $13.6 million compared to Adjusted EBITDA of $16.1 million for the quarter ended June 30, 2018. This decrease of $2.5 million was driven by mild temperatures across much of our footprint, as well as increased customer acquisition spending. For the quarter ended June 30, 2019, Spark reported Retail Gross Margin of $41.7 million compared to Retail Gross Margin of $43.4 million for the quarter ended June 30, 2018. This decrease of $1.7 million was primarily attributable to decreased electricity and natural gas volumes, partially offset by increased electricity and gas unit margins. Electricity unit margins increased significantly year over year due to lower capacity costs and the continued attrition of our low margin C&I customers. Net loss for the quarter ended June 30, 2019, was $25.5 million compared to net income of $23.9 million for the quarter ended June 30, 2018. The decrease in performance compared to the prior year was primarily the result of the decrease in the non-cash mark to market position of our hedge portfolio of $22.7 million compared with the increase in the non-cash mark to market position of our hedge portfolio of $25.4 million in the second quarter of 2018, as well as $10.8 million of non-recurring general and administrative costs associated with the settlement of significant litigation. These impacts were partially offset by an income tax benefit of $4.6 million in the quarter ended June 30, 2019, compared with an income tax expense of $3.3 million in the quarter ended June 30, 2018. -------------------------------------------------------------------------------- Corporate Governance Changes The Company is also pleased to announce the formation of a Nominating and Corporate Governance Committee consisting solely of independent directors, and a change in the composition of the Compensation Committee resulting in it consisting solely of independent directors. The Nominating and Corporate Governance Committee consists of Kenneth M. Hartwick and Nick W. Evans, Jr., with Mr. Evans serving as Chair, and the Compensation Committee now consists of Mr. Hartwick and Mr. Evans, with Mr. Hartwick serving as Chair. Mr. Hartwick now also serves as the Chair of the Audit Committee. “All of the actions announced today reflect the Board’s thoughtful and deliberate efforts to strengthen corporate governance. The decisions were well thought through considering feedback from the Company’s shareholders and other stakeholders, and reflect our commitment to continued evaluation of governance practices” said Mr. Kroeker. Liquidity and Capital Resources ($ in thousands) June 30, 2019 Cash and cash equivalents $ 27,579 Senior Credit Facility Availability (1) 55,488 Subordinated Debt Facility Availability (2) 25,000 Total Liquidity $ 108,067 (1) Reflects amount of Letters of Credit that could be issued based on existing covenants as of June 30, 2019. (2) The availability of the Subordinated Debt Facility is dependent on our Founder's willingness and ability to lend. Dividend On July 17, 2019, Spark’s Board of Directors declared quarterly dividends of $0.18125 per share of Class A common stock payable on September 16, 2019, to holders of record on September 2, 2019, and $0.546875 per share of Series A Preferred Stock payable on October 15, 2019 to holders of record on October 1, 2019. Business Outlook Kroeker concluded, "Based on all our work consolidating our brands and systems, settling outstanding litigation and regulatory matters, the termination of the TRA, and our healthy unit margins, we expect a very strong second half of 2019.” Conference Call and Webcast Spark will host a conference call to discuss second quarter 2019 results on Thursday, August 8, 2019, at 10:00 AM Central Time (11:00 AM Eastern). A live webcast of the conference call can be accessed from the Events & Presentations page of the Spark Energy Investor Relations website at http://ir.sparkenergy.com/events-and-presentations. An archived replay of the webcast will be available for twelve months following the live presentation. -------------------------------------------------------------------------------- About Spark Energy, Inc. Spark Energy, Inc. is an independent retail energy services company founded in 1999 that provides residential and commercial customers in competitive markets across the United States with an alternative choice for their natural gas and electricity. Headquartered in Houston, Texas, Spark currently operates in 19 states and serves 94 utility territories. Spark offers its customers a variety of product and service choices, including stable and predictable energy costs and green product alternatives. We use our website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Investors should note that new materials, including press releases, updated investor presentations, and financial and other filings with the Securities and Exchange Commission are posted on the Spark Energy Investor Relations website at ir.sparkenergy.com. Investors are urged to monitor our website regularly for information and updates about the Company. Cautionary Note Regarding Forward Looking Statements This earnings release contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. These forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) can be identified by the use of forward-looking terminology including “may,” “should,” “likely,” “will,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “plan,” “intend,” “project,” or other similar words. All statements, other than statements of historical fact included in this earnings release, regarding strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans, objectives and beliefs of management are forward-looking statements. Forward-looking statements appear in a number of places in this earnings release and may include statements about business strategy and prospects for growth, customer acquisition costs, ability to pay cash dividends, cash flow generation and liquidity, availability of terms of capital, competition and government regulation and general economic conditions. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot give any assurance that such expectations will prove correct. The forward-looking statements in this earnings release are subject to risks and uncertainties. Important factors that could cause actual results to materially differ from those projected in the forward-looking statements include, but are not limited to: • changes in commodity prices; • the sufficiency of risk management and hedging policies and practices; • the impact of extreme and unpredictable weather conditions, including hurricanes and other natural disasters; • federal, state and local regulation, including the industry's ability to address or adapt to potentially restrictive new regulations that may be enacted by public utility commissions; • our ability to borrow funds and access credit markets; • restrictions in our debt agreements and collateral requirements; • credit risk with respect to suppliers and customers; • changes in costs to acquire customers as well as actual attrition rates; • accuracy of billing systems; • our ability to successfully identify, complete, and efficiently integrate acquisitions into our operations; • significant changes in, or new charges by, the ISOs in the regions in which we operate; • competition; and -------------------------------------------------------------------------------- • the “Risk Factors” in our latest Annual Report on Form 10-K for the year ended December 31, 2018, in our Quarterly Reports on Form 10-Q, and other public filings and press releases. You should review the risk factors and other factors noted throughout or incorporated by reference in this earnings release that could cause our actual results to differ materially from those contained in any forward-looking statement. All forward-looking statements speak only as of the date of this earnings release. Unless required by law, we disclaim any obligation to publicly update or revise these statements whether as a result of new information, future events or otherwise. It is not possible for us to predict all risks, nor can we assess the impact of all factors on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. For further information, please contact: Investor Relations: Christian Hettick, 832-200-3727 Media Relations: Kira Jordan, 832-255-7302 -------------------------------------------------------------------------------- SPARK ENERGY, INC. CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2019 AND DECEMBER 31, 2018 (in thousands, except share counts) (unaudited) June 30, 2019 December 31, 2018 Assets Current assets: Cash and cash equivalents $ 27,579 $ 41,002 Restricted cash 1,001 8,636 Accounts receivable, net of allowance for doubtful accounts of $3,720 at June 30, 2019 and $3,353 at 103,680 150,866 December 31, 2018 Accounts receivable—affiliates 3,882 2,558 Inventory 2,020 3,878 Fair value of derivative assets 52 7,289 Customer acquisition costs, net 13,004 14,431 Customer relationships, net 15,467 16,630 Deposits 9,331 9,226 Renewable energy credit asset 11,664 25,717 Other current assets 14,810 11,747 Total current assets 202,490 291,980 Property and equipment, net 3,575 4,366 Fair value of derivative assets — 3,276 Customer acquisition costs, net 4,856 3,893 Customer relationships, net 23,810 26,429 Deferred tax assets 31,847 27,321 Goodwill 120,343 120,343 Other assets 10,163 11,130 Total assets $ 397,084 $ 488,738 Liabilities, Series A Preferred Stock and Stockholders' Equity Current liabilities: Accounts payable $ 48,985 $ 68,790 Accounts payable—affiliates 2,475 2,464 Accrued liabilities 23,165 10,845 Renewable energy credit liability 25,384 42,805 Fair value of derivative liabilities 25,848 6,478 Current payable pursuant to tax receivable agreement—affiliates 11,239 1,658 Current contingent consideration for acquisitions 1,328 1,328 Current portion of Note Payable — 6,936 Other current liabilities 1,132 647 Total current liabilities 139,556 141,951 Long-term liabilities: Fair value of derivative liabilities 4,578 106 Payable pursuant to tax receivable agreement—affiliates 16,336 25,917 Long-term portion of Senior Credit Facility 94,000 129,500 Subordinated debt—affiliate — 10,000 Other long-term liabilities 260 212 Total liabilities 254,730 307,686 Commitments and contingencies (Note 13) Series A Preferred Stock, par value $0.01 per share, 20,000,000 shares authorized, 3,707,256 issued and 3,702,756 outstanding at June 30, 2019 and 3,707,256 issued and outstanding at December 31, 2018 90,649 90,758 Stockholders' equity: Common Stock: Class A common stock, par value $0.01 per share, 120,000,000 shares authorized, 14,478,999 issued, and 14,379,553 outstanding at June 30, 2019 and 14,178,284 issued and 14,078,838 outstanding at December 31, 2018 145 142 Class B common stock, par value $0.01 per share, 60,000,000 shares authorized, 20,800,000 issued and outstanding at June 30, 2019 and December 31, 2018 209 209 Additional paid-in capital 42,329 46,157 Accumulated other comprehensive (loss) income (38 ) 2 Retained (deficit) earnings (7,053 ) 1,307 Treasury stock, at cost, 99,446 shares at June 30, 2019 and December 31, 2018 (2,011 ) (2,011 ) Total stockholders' equity 33,581 45,806 Non-controlling interest in Spark HoldCo, LLC 18,124 44,488 Total equity 51,705 90,294 Total liabilities, Series A Preferred Stock and Stockholders' equity $ 397,084 $ 488,738 -------------------------------------------------------------------------------- SPARK ENERGY, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2019 AND 2018 (in thousands) (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Revenues: Retail revenues $ 177,805 $ 231,488 $ 417,959 $ 515,489 Net asset optimization (expense) revenues (56 ) 763 2,496 3,450 Total Revenues 177,749 232,251 420,455 518,939 Operating Expenses: Retail cost of revenues 158,759 162,669 354,014 452,545 General and administrative 37,247 27,780 66,723 57,827 Depreciation and amortization 10,312 12,861 22,467 25,880 Total Operating Expenses 206,318 203,310 443,204 536,252 Operating (loss) income (28,569 ) 28,941 (22,749 ) (17,313 ) Other (expense)/income: Interest expense (1,995 ) (2,316 ) (4,218 ) (4,561 ) Interest and other income 494 553 683 754 Total other expenses (1,501 ) (1,763 ) (3,535 ) (3,807 ) (Loss) income before income tax (benefit) expense (30,070 ) 27,178 (26,284 ) (21,120 ) Income tax (benefit) expense (4,586 ) 3,251 (3,545 ) (3,216 ) Net (loss) income $ (25,484 ) $ 23,927 $ (22,739 ) $ (17,904 ) Less: Net (loss) income attributable to non-controlling interests (18,369 ) 15,142 (16,406 ) (15,584 ) Net (loss) income attributable to Spark Energy, Inc. stockholders $ (7,115 ) $ 8,785 $ (6,333 ) $ (2,320 ) Less: Dividend on Series A Preferred Stock 2,027 2,027 4,054 4,054 Net (loss) income attributable to stockholders of Class A common stock $ (9,142 ) $ 6,758 $ (10,387 ) $ (6,374 ) Other comprehensive (loss) income, net of tax: Currency translation (loss) gain $ (63 ) $ 25 $ (98 ) $ (58 ) Other comprehensive (loss) income (63 ) 25 (98 ) (58 ) Comprehensive (loss) income $ (25,547 ) $ 23,952 $ (22,837 ) $ (17,962 ) Less: Comprehensive (loss) income attributable to non-controlling interests (18,407 ) 15,157 (16,464 ) (15,620 ) Comprehensive (loss) income attributable to Spark Energy, Inc. stockholders $ (7,140 ) $ 8,795 $ (6,373 ) $ (2,342 ) Net (loss) income attributable to Spark Energy, Inc. per share of Class A common stock Basic $ (0.64 ) $ 0.51 $ (0.73 ) $ (0.48 ) Diluted $ (0.73 ) $ 0.51 $ (0.73 ) $ (0.52 ) Weighted average shares of Class A common stock outstanding Basic 14,246 13,229 14,191 13,183 Diluted 35,046 13,246 34,991 34,668 -------------------------------------------------------------------------------- SPARK ENERGY, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2019 AND 2018 (in thousands) (unaudited) Six Months Ended June 30, 2019 2018 Cash flows from operating activities: Net loss $ (22,739 ) $ (17,904 ) Adjustments to reconcile net loss to net cash flows provided by operating activities: Depreciation and amortization expense 22,480 24,639 Deferred income taxes (4,527 ) (3,396 ) Change in TRA liability — 79 Stock based compensation 2,432 2,686 Amortization of deferred financing costs 505 612 Excess tax benefit related to restricted stock vesting — (101 ) Change in Fair Value of Earnout liabilities — (63 ) Bad debt expense 6,015 5,725 Loss on derivatives, net 54,997 19,488 Current period cash settlements on derivatives, net (19,891 ) 7,170 Other (399 ) (554 ) Changes in assets and liabilities: Decrease in accounts receivable 41,171 25,957 Increase in accounts receivable—affiliates (1,324 ) (10 ) Decrease in inventory 1,858 2,693 Increase in customer acquisition costs (9,185 ) (6,254 ) Decrease (increase) in prepaid and other current assets 11,545 (59 ) (Increase) decrease in other assets (786 ) 97 Decrease in accounts payable and accrued liabilities (30,391 ) (20,140 ) Increase (decrease) in accounts payable—affiliates 11 (2,249 ) Decrease in other current liabilities (792 ) (1,545 ) Increase (decrease) in other non-current liabilities 49 (461 ) Net cash provided by operating activities 51,029 36,410 Cash flows from investing activities: Purchases of property and equipment (460 ) (1,163 ) Acquisition of Starion customers (5,913 ) — Acquisition of HIKO — (15,041 ) Acquisition of Customers from Affiliate — (7,796 ) Net cash used in investing activities (6,373 ) (24,000 ) Cash flows from financing activities: Proceeds from (buyback) issuance of Series A Preferred Stock, net of issuance costs paid (111 ) 48,490 Borrowings on notes payable 118,500 146,800 Payments on notes payable (164,000 ) (160,050 ) Payment of the Major Energy Companies Earnout — (1,607 ) Payments on the Verde promissory note (2,036 ) (6,573 ) Proceeds from disgorgement of stockholders short-swing profits 55 244 Restricted stock vesting (1,348 ) (2,589 ) Payment of Tax Receivable Agreement liability — (3,577 ) Payment of dividends to Class A common stockholders (5,170 ) (4,805 ) Payment of distributions to non-controlling unitholders (7,540 ) (19,501 ) Payment of Preferred Stock dividends (4,054 ) (2,959 ) Payment to affiliates for acquisition of customer book (10 ) — Net cash used in financing activities (65,714 ) (6,127 ) (Decrease) increase in Cash, cash equivalents and Restricted cash (21,058 ) 6,283 Cash, cash equivalents and Restricted cash—beginning of period 49,638 29,419 Cash, cash equivalents and Restricted cash—end of period $ 28,580 $ 35,702 Supplemental Disclosure of Cash Flow Information: -------------------------------------------------------------------------------- Non-cash items: Property and equipment purchase accrual $ 4 $ (123 ) Holdback for Verde Note—Indemnified Matters $ 4,900 $ — Cash paid during the period for: Interest $ 3,723 $ 3,884 Taxes $ 1,440 $ 5,399 SPARK ENERGY, INC. OPERATING SEGMENT RESULTS FOR THE THREE AND SIX MONTHS ENDED June 30, 2019 AND 2018 (in thousands, except volume and per unit operating data) (unaudited) Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 (in thousands, except volume and per unit operating data) Retail Electricity Segment Total Revenues $ 160,776 $ 209,447 $ 342,868 $ 430,346 Retail Cost of Revenues 148,187 151,953 314,074 401,500 Less: Net (loss) gain on non-trading derivatives, net (21,025 ) 24,852 (34,794 ) (23,515 ) of cash settlements Retail Gross Margin (1) — $ 33,614 $ 32,642 $ 63,588 $ 52,361 Electricity Volumes — Electricity (MWhs) 1,516,139 2,100,007 3,244,222 4,352,031 Retail Gross Margin (2) — $ 22.17 $ 15.54 $ 19.60 $ 12.03 Electricity per MWh Retail Natural Gas Segment Total Revenues 17,029 22,041 75,091 85,143 Retail Cost of Revenues 10,572 10,716 39,940 51,045 Less: Net (loss) gain on non-trading derivatives, net (1,653 ) 542 438 (2,685 ) of cash settlements Retail Gross Margin (1) — Gas $ 8,110 $ 10,783 $ 34,713 $ 36,783 Volumes — Gas (MMBtus) 2,057,121 2,840,721 9,008,731 10,517,802 Retail Gross Margin (2) — Gas $ 3.94 $ 3.80 $ 3.85 $ 3.50 per MMBtu (1) Reflects the Retail Gross Margin attributable to our Retail Natural Gas Segment or Retail Electricity Segment, as applicable. Retail Gross Margin is a non-GAAP financial measure. See “Reconciliation of GAAP to Non-GAAP Measures” section below for a reconciliation of Adjusted EBITDA and Retail Gross Margin to their most directly comparable financial measures presented in accordance with GAAP. (2) Reflects the Retail Gross Margin for the Retail Natural Gas Segment or Retail Electricity Segment, as applicable, divided by the total volumes in MMBtu or MWh, respectively. -------------------------------------------------------------------------------- Reconciliation of GAAP to Non-GAAP Measures Adjusted EBITDA We define “Adjusted EBITDA” as EBITDA less (i) customer acquisition costs incurred in the current period, (ii) net gain (loss) on derivative instruments, and (iii) net current period cash settlements on derivative instruments, plus (iv) non-cash compensation expense, and (v) other non-cash and non-recurring operating items. EBITDA is defined as net income (loss) before provision for income taxes, interest expense and depreciation and amortization. We deduct all current period customer acquisition costs (representing spending for organic customer acquisitions) in the Adjusted EBITDA calculation because such costs reflect a cash outlay in the period in which they are incurred, even though we capitalize such costs and amortize them over two years. We do not deduct the cost of customer acquisitions through acquisitions of business or portfolios of customers in calculated Adjusted EBITDA. We deduct our net gains (losses) on derivative instruments, excluding current period cash settlements, from the Adjusted EBITDA calculation in order to remove the non-cash impact of net gains and losses on derivative instruments. We also deduct non-cash compensation expense as a result of restricted stock units that are issued under our long-term incentive plan. Finally, we also adjust from time to time other non-cash or unusual and/or infrequent charges due to either their non-cash nature or their infrequency. We believe that the presentation of Adjusted EBITDA provides information useful to investors in assessing our liquidity and financial condition and results of operations and that Adjusted EBITDA is also useful to investors as a financial indicator of our ability to incur and service debt, pay dividends and fund capital expenditures. Adjusted EBITDA is a supplemental financial measure that management and external users of our condensed consolidated financial statements, such as industry analysts, investors, commercial banks and rating agencies, use to assess the following: • our operating performance as compared to other publicly traded companies in the retail energy industry, without regard to financing methods, capital structure or historical cost basis; • the ability of our assets to generate earnings sufficient to support our proposed cash dividends; • our ability to fund capital expenditures (including customer acquisition costs) and incur and service debt; and • our compliance with financial debt covenants. Retail Gross Margin We define retail gross margin as operating income (loss) plus (i) depreciation and amortization expenses and (ii) general and administrative expenses, less (iii) net asset optimization revenues (expenses), (iv) net gains (losses) on non-trading derivative instruments, and (v) net current period cash settlements on non-trading derivative instruments. Retail gross margin is included as a supplemental disclosure because it is a primary performance measure used by our management to determine the performance of our retail natural gas and electricity segments. As an indicator of our retail energy business’ operating performance, retail gross margin should not be considered an alternative to, or more meaningful than, operating income (loss), its most directly comparable financial measure calculated and presented in accordance with GAAP. We believe retail gross margin provides information useful to investors as an indicator of our retail energy business's operating performance. -------------------------------------------------------------------------------- The GAAP measures most directly comparable to Adjusted EBITDA are net income (loss) and net cash provided by operating activities. The GAAP measure most directly comparable to Retail Gross Margin is operating income (loss). Our non-GAAP financial measures of Adjusted EBITDA and Retail Gross Margin should not be considered as alternatives to net income (loss), net cash provided by operating activities, or operating income (loss). Adjusted EBITDA and Retail Gross Margin are not presentations made in accordance with GAAP and have important limitations as analytical tools. You should not consider Adjusted EBITDA or Retail Gross Margin in isolation or as a substitute for analysis of our results as reported under GAAP. Because Adjusted EBITDA and Retail Gross Margin exclude some, but not all, items that affect net income (loss) and net cash provided by operating activities, and are defined differently by different companies in our industry, our definition of Adjusted EBITDA and Retail Gross Margin may not be comparable to similarly titled measures of other companies. Management compensates for the limitations of Adjusted EBITDA and Retail Gross Margin as analytical tools by reviewing the comparable GAAP measures, understanding the differences between the measures and incorporating these data points into management’s decision-making process. The following tables present a reconciliation of Adjusted EBITDA to net income (loss) and net cash provided by operating activities for each of the periods indicated. -------------------------------------------------------------------------------- APPENDIX TABLES A-1 AND A-2 ADJUSTED EBITDA RECONCILIATIONS (in thousands) (unaudited) Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2019 2018 2019 2018 Reconciliation of Adjusted EBITDA to Net (loss) income: Net (loss) income $ (25,484 ) $ 23,927 $ (22,739 ) $ (17,904 ) Depreciation and amortization 10,312 12,861 22,467 25,880 Interest expense 1,995 2,316 4,218 4,561 Income tax (benefit) expense (4,586 ) 3,251 (3,545 ) (3,216 ) EBITDA (17,763 ) 42,355 401 9,321 Less: Net, (loss) gain on derivative instruments (35,456 ) 17,054 (54,997 ) (19,488 ) Net cash settlements on derivative instruments 12,769 8,792 20,794 (6,745 ) Customer acquisition costs 3,396 1,980 9,185 6,254 Plus: Non-cash compensation expense 1,260 1,555 2,432 2,686 Non-recurring legal and regulatory settlements 10,807 — 10,807 — Adjusted EBITDA $ 13,595 $ 16,084 $ 38,658 $ 31,986 Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2019 2018 2019 2018 Reconciliation of Adjusted EBITDA to net cash provided by operating activities: Net cash provided by operating activities $ 20,980 $ 45,950 $ 51,029 $ 36,410 Amortization of deferred (237 ) (317 ) (505 ) (612 ) financing costs Bad debt expense (2,166 ) (3,302 ) (6,015 ) (5,725 ) Interest expense 1,995 2,316 4,218 4,561 Income tax (benefit) expense (4,586 ) 3,251 (3,545 ) (3,216 ) Changes in operating working capital Accounts receivable, (41,028 ) (38,516 ) (51,392 ) (25,888 ) prepaids, current assets Inventory 1,785 1,377 (1,858 ) (2,693 ) Accounts payable and accrued liabilities 20,222 7,618 31,172 23,934 Other 16,630 (2,293 ) 15,554 5,215 Adjusted EBITDA $ 13,595 $ 16,084 $ 38,658 $ 31,986 Cash Flow Data: Cash flows provided by operating activities $ 20,980 $ 45,950 $ 51,029 $ 36,410 Cash flows used in $ (8,205 ) $ (6,373 ) $ (24,000 ) investing activities $ (250 ) Cash flows used in financing activities $ (27,353 ) $ (23,108 ) (65,714 ) $ (6,127 ) The following table presents a reconciliation of Retail Gross Margin to operating income (loss) for each of the periods indicated. -------------------------------------------------------------------------------- APPENDIX TABLE A-3 RETAIL GROSS MARGIN RECONCILIATION (in thousands) (unaudited) Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2019 2018 2019 2018 Reconciliation of Retail Gross Margin to Operating (loss) income: Operating (loss) income $ (28,569 ) $ 28,941 $ (22,749 ) $ (17,313 ) Plus: Depreciation and amortization 10,312 12,861 22,467 25,880 General and administrative expense 37,247 27,780 66,723 57,827 Less: Net asset optimization (56 ) 763 2,496 3,450 (expenses) revenues Net, (loss) gain on non-trading derivative (35,466 ) 16,601 (55,269 ) (20,111 ) instruments Net, Cash settlements on non-trading derivative instruments 12,788 8,793 20,913 (6,089 ) Retail Gross Margin $ 41,724 $ 43,425 $ 98,301 $ 89,144 Retail Gross Margin - Retail Electricity Segment $ 33,614 $ 32,642 $ 63,588 $ 52,361 Retail Gross Margin - Retail Natural Gas Segment $ 8,110 $ 10,783 $ 34,713 $ 36,783