|
|
|
|
|
Delaware
|
|
001-36559
|
|
46-5453215
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification Number)
|
•
|
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))
|
Exhibit No.
|
Description
|
|
|
99.1
|
Press Release of Spark Energy, Inc. dated August 2, 2018
|
Exhibit No.
|
Description
|
|
|
99.1
|
|
||
|
|
|
Spark Energy, Inc.
|
||
|
||
By:
|
|
/s/ Gil Melman
|
Name:
|
|
Gil Melman
|
Title:
|
|
Vice President, General Counsel and Corporate Secretary
|
•
|
Achieved $16.1 million in Adjusted EBITDA, $43.4 million in Retail Gross Margin, and a $23.9 million in Net Income for the second quarter
|
•
|
Total RCE count increased 26.9% year-over-year to 1,049,000 as of June 30, 2018
|
•
|
Overall monthly attrition of 3.7% for the second quarter
|
•
|
Continuing to simplify, streamline, and optimize the organization to improve long-term margin profile
|
($ in thousands)
|
June 30, 2018
|
||
Cash and cash equivalents
|
$
|
35,702
|
|
Senior Credit Facility Availability
(1)
|
36,281
|
|
|
Subordinated Debt Availability
(2)
|
15,000
|
|
|
Total Liquidity
|
$
|
86,983
|
|
•
|
changes in commodity prices and the sufficiency of risk management and hedging policies;
|
•
|
extreme and unpredictable weather conditions, and the impact of 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 the New York Public Service Commission;
|
•
|
our ability to borrow funds and access credit markets and restrictions in our debt agreements and collateral requirements;
|
•
|
credit risk with respect to suppliers and customers;
|
•
|
changes in costs to acquire customers and actual customer attrition rates;
|
•
|
accuracy of billing systems;
|
•
|
whether our majority stockholder or its affiliates offer us acquisition opportunities on terms that are commercially acceptable to us;
|
•
|
ability to successfully identify and 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, and in our quarterly reports, other public filings and press releases.
|
|
June 30, 2018
|
|
December 31, 2017
|
||||||
Assets
|
|
|
|
||||||
Current assets:
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
35,702
|
|
|
|
$
|
29,419
|
|
|
Accounts receivable, net of allowance for doubtful accounts of $3.6 million and $4.0 million as of June 30, 2018 and December 31, 2017, respectively
|
132,011
|
|
|
|
158,814
|
|
|
||
Accounts receivable—affiliates
|
3,427
|
|
|
|
3,661
|
|
|
||
Inventory
|
1,860
|
|
|
|
4,470
|
|
|
||
Fair value of derivative assets
|
11,526
|
|
|
|
31,191
|
|
|
||
Customer acquisition costs, net
|
17,123
|
|
|
|
22,123
|
|
|
||
Customer relationships, net
|
20,669
|
|
|
|
18,653
|
|
|
||
Prepaid assets
|
3,575
|
|
|
|
1,028
|
|
|
||
Deposits
|
12,109
|
|
|
|
7,701
|
|
|
||
Other current assets
|
18,863
|
|
|
|
19,678
|
|
|
||
Total current assets
|
256,865
|
|
|
|
296,738
|
|
|
||
Property and equipment, net
|
7,190
|
|
|
|
8,275
|
|
|
||
Fair value of derivative assets
|
595
|
|
|
|
3,309
|
|
|
||
Customer acquisition costs, net
|
5,315
|
|
|
|
6,949
|
|
|
||
Customer relationships, net
|
31,600
|
|
|
|
34,839
|
|
|
||
Deferred tax assets
|
27,581
|
|
|
|
24,185
|
|
|
||
Goodwill
|
120,343
|
|
|
|
120,154
|
|
|
||
Other assets
|
11,360
|
|
|
|
11,500
|
|
|
||
Total assets
|
$
|
460,849
|
|
|
|
$
|
505,949
|
|
|
Liabilities, Series A Preferred Stock and Stockholders' Equity
|
|
|
|
||||||
Current liabilities:
|
|
|
|
||||||
Accounts payable
|
$
|
59,393
|
|
|
|
$
|
77,510
|
|
|
Accounts payable—affiliates
|
2,373
|
|
|
|
4,622
|
|
|
||
Accrued liabilities
|
32,330
|
|
|
|
33,679
|
|
|
||
Fair value of derivative liabilities
|
2,079
|
|
|
|
1,637
|
|
|
||
Current portion of Senior Credit Facility
|
—
|
|
|
|
7,500
|
|
|
||
Current payable pursuant to tax receivable agreement—affiliates
|
2,508
|
|
|
|
5,937
|
|
|
||
Current contingent consideration for acquisitions
|
2,980
|
|
|
|
4,024
|
|
|
||
Other current liabilities
|
1,282
|
|
|
|
2,675
|
|
|
||
Current portion of note payable
|
13,921
|
|
|
|
13,443
|
|
|
||
Total current liabilities
|
116,866
|
|
|
|
151,027
|
|
|
||
Long-term liabilities:
|
|
|
|
||||||
Fair value of derivative liabilities
|
4,380
|
|
|
|
492
|
|
|
||
Payable pursuant to tax receivable agreement—affiliates
|
26,067
|
|
|
|
26,355
|
|
|
||
Long-term portion of Senior Credit Facility
|
102,000
|
|
|
|
117,750
|
|
|
||
Subordinated debt—affiliate
|
10,000
|
|
|
|
—
|
|
|
||
Contingent consideration for acquisitions
|
—
|
|
|
|
626
|
|
|
||
Other long-term liabilities
|
1
|
|
|
|
172
|
|
|
||
Long-term portion of note payable
|
—
|
|
|
|
7,051
|
|
|
||
Total liabilities
|
259,314
|
|
|
|
303,473
|
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
Series A Preferred Stock, par value $0.01 per share, 20,000,000 shares authorized, 3,707,256 shares issued and outstanding at June 30, 2018 and 1,704,339 shares issued and outstanding at December 31, 2017
|
90,758
|
|
|
|
41,173
|
|
|
||
Stockholders' equity:
|
|
|
|
||||||
Common Stock
(1)
:
|
|
|
|
||||||
Class A common stock, par value $0.01 per share, 120,000,000 shares authorized, 13,493,158 issued, and 13,393,712 outstanding at June 30, 2018 and 13,235,082 issued and 13,135,636 outstanding at December 31, 2017
|
135
|
|
|
|
132
|
|
|
||
Class B common stock, par value $0.01 per share, 60,000,000 shares authorized, 21,485,126 issued and outstanding at June 30, 2018 and December 31, 2017
|
216
|
|
|
|
216
|
|
|
||
Additional paid-in capital
|
28,846
|
|
|
|
26,914
|
|
|
||
Accumulated other comprehensive loss
|
(33
|
|
)
|
|
(11
|
|
)
|
||
Retained earnings
|
(2,678
|
|
)
|
|
11,008
|
|
|
||
Treasury stock, at cost, 99,446 shares at June 30, 2018 and December 31, 2017
|
(2,011
|
|
)
|
|
(2,011
|
|
)
|
||
Total stockholders' equity
|
24,475
|
|
|
|
36,248
|
|
|
||
Non-controlling interest in Spark HoldCo, LLC
|
86,302
|
|
|
|
125,055
|
|
|
||
Total equity
|
110,777
|
|
|
|
161,303
|
|
|
||
Total liabilities, Series A Preferred Stock and stockholders' equity
|
$
|
460,849
|
|
|
|
$
|
505,949
|
|
|
(1)
|
Outstanding shares of common stock reflect the two-for-one stock split, which took effect on June 16, 2017. See 5 "Equity" in our 10-Q for further discussion.
|
(2)
|
See Note 5 "Equity" in our 10-Q for disclosure of our variable interest entity in Spark HoldCo, LLC.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Retail revenues
|
$
|
231,488
|
|
|
$
|
151,604
|
|
|
$
|
515,489
|
|
|
$
|
348,104
|
|
Net asset optimization revenues/(expense)
(1)
|
763
|
|
|
(168
|
)
|
|
3,450
|
|
|
(361
|
)
|
||||
Total Revenues
|
232,251
|
|
|
151,436
|
|
|
518,939
|
|
|
347,743
|
|
||||
Operating Expenses:
|
|
|
|
|
|
|
|
||||||||
Retail cost of revenues
|
162,669
|
|
|
114,637
|
|
|
452,545
|
|
|
260,398
|
|
||||
General and administrative
(2)
|
27,780
|
|
|
19,346
|
|
|
57,827
|
|
|
43,839
|
|
||||
Depreciation and amortization
|
12,861
|
|
|
9,656
|
|
|
25,880
|
|
|
18,926
|
|
||||
Total Operating Expenses
|
203,310
|
|
|
143,639
|
|
|
536,252
|
|
|
323,163
|
|
||||
Operating income (loss)
|
28,941
|
|
|
7,797
|
|
|
(17,313
|
)
|
|
24,580
|
|
||||
Other (expense)/income:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(2,316
|
)
|
|
(2,452
|
)
|
|
(4,561
|
)
|
|
(5,897
|
)
|
||||
Interest and other income
|
553
|
|
|
(265
|
)
|
|
755
|
|
|
(66
|
)
|
||||
Total other expenses
|
(1,763
|
)
|
|
(2,717
|
)
|
|
(3,807
|
)
|
|
(5,963
|
)
|
||||
Income (loss) before income tax expense (benefit)
|
27,178
|
|
|
5,080
|
|
|
(21,120
|
)
|
|
18,617
|
|
||||
Income tax expense (benefit)
|
3,251
|
|
|
409
|
|
|
(3,216
|
)
|
|
2,814
|
|
||||
Net income (loss)
|
$
|
23,927
|
|
|
$
|
4,671
|
|
|
$
|
(17,904
|
)
|
|
$
|
15,803
|
|
Less: Net income (loss) attributable to non-controlling interests
|
16,427
|
|
|
3,592
|
|
|
(13,078
|
)
|
|
12,454
|
|
||||
Net income (loss) attributable to Spark Energy, Inc. stockholders
|
$
|
7,500
|
|
|
$
|
1,079
|
|
|
$
|
(4,826
|
)
|
|
$
|
3,349
|
|
Less: Dividend on Series A preferred stock
|
2,027
|
|
|
991
|
|
|
4,054
|
|
|
1,174
|
|
||||
Net income (loss) attributable to stockholders of Class A common stock
|
$
|
5,473
|
|
|
$
|
88
|
|
|
$
|
(8,880
|
)
|
|
$
|
2,175
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Currency translation gain (loss)
|
$
|
25
|
|
|
$
|
(26
|
)
|
|
$
|
(58
|
)
|
|
$
|
(75
|
)
|
Other comprehensive income (loss)
|
25
|
|
|
(26
|
)
|
|
(58
|
)
|
|
(75
|
)
|
||||
Comprehensive income (loss)
|
$
|
23,952
|
|
|
$
|
4,645
|
|
|
$
|
(17,962
|
)
|
|
$
|
15,728
|
|
Less: Comprehensive income (loss) attributable to non-controlling interests
|
16,442
|
|
|
3,576
|
|
|
(13,114
|
)
|
|
12,407
|
|
||||
Comprehensive income (loss) attributable to Spark Energy, Inc. stockholders
|
$
|
7,510
|
|
|
$
|
1,069
|
|
|
$
|
(4,848
|
)
|
|
$
|
3,321
|
|
(1)
|
Net asset optimization revenues (expenses) includes asset optimization revenues—affiliates of $340 and $0 for the three months ended June 30, 2018 and 2017, respectively, and asset optimization revenues—affiliates cost of revenues of $24 and $0 for the three months ended June 30, 2018 and 2017, respectively, and asset optimization revenues—affiliates of $988 and $0 for the six months ended June 30, 2018 and 2017, respectively, and asset optimization revenue—affiliates cost of revenues of $36 and $0 for the six months ended June 30, 2018 and 2017, respectively.
|
(2)
|
General and administrative expense includes general and administrative expense—affiliates of $1,600 and $6,100 for the three months ended June 30, 2018 and 2017, respectively, and $8,000 and $13,400 for the six months ended June 30, 2018 and 2017, respectively.
|
|
Issued Shares of Class A Common Stock
|
Issued Shares of Class B Common Stock
|
Treasury Stock
|
Class A Common Stock
|
Class B Common Stock
|
Treasury Stock
|
Accumulated Other Comprehensive Loss
|
Additional Paid-in Capital
|
Retained Earnings (Deficit)
|
Total Stockholders' Equity
|
Non-controlling Interest
|
Total Equity
|
||||||||||||||||||||||||||||||||
Balance at December 31, 2017
|
13,235
|
|
|
21,485
|
|
|
(99
|
|
)
|
$
|
132
|
|
|
$
|
216
|
|
|
$
|
(2,011
|
|
)
|
$
|
(11
|
|
)
|
$
|
26,914
|
|
|
$
|
11,008
|
|
|
$
|
36,248
|
|
|
$
|
125,055
|
|
|
$
|
161,303
|
|
Stock based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,647
|
|
|
—
|
|
|
2,647
|
|
|
—
|
|
|
2,647
|
|
|||||||||
Restricted stock unit vesting
|
258
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(715
|
|
)
|
—
|
|
|
(712
|
|
)
|
—
|
|
|
(712
|
)
|
|||||||||
Consolidated net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,826
|
|
)
|
(4,826
|
|
)
|
(13,078
|
|
)
|
(17,904
|
)
|
|||||||||
Foreign currency translation adjustment for equity method investee
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22
|
|
)
|
—
|
|
|
—
|
|
|
(22
|
|
)
|
(36
|
|
)
|
(58
|
)
|
|||||||||
Distributions paid to non-controlling unit holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,501
|
|
)
|
(19,501
|
)
|
|||||||||
Dividends paid to Class A common stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,805
|
|
)
|
(4,805
|
|
)
|
—
|
|
|
(4,805
|
)
|
|||||||||
Dividends to Preferred Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,055
|
|
)
|
(4,055
|
|
)
|
—
|
|
|
(4,055
|
)
|
|||||||||
Acquisition of NG&E Customers
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(6,138
|
|
)
|
(6,138
|
)
|
|||||||||||
Balance at June 30, 2018
|
13,493
|
|
|
21,485
|
|
|
(99
|
|
)
|
$
|
135
|
|
|
$
|
216
|
|
|
$
|
(2,011
|
|
)
|
$
|
(33
|
|
)
|
$
|
28,846
|
|
|
$
|
(2,678
|
|
)
|
$
|
24,475
|
|
|
$
|
86,302
|
|
|
$
|
110,777
|
|
|
Six Months Ended June 30,
|
||||||||
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
||||||
Net (loss) income
|
$
|
(17,904
|
|
)
|
|
$
|
15,803
|
|
|
Adjustments to reconcile net income to net cash flows provided by operating activities:
|
|
|
|
||||||
Depreciation and amortization expense
|
24,639
|
|
|
|
18,411
|
|
|
||
Deferred income taxes
|
(3,396
|
|
)
|
|
3
|
|
|
||
Change in TRA liability
|
79
|
|
|
|
—
|
|
|
||
Stock based compensation
|
2,686
|
|
|
|
2,905
|
|
|
||
Amortization of deferred financing costs
|
614
|
|
|
|
531
|
|
|
||
Excess tax benefit related to restricted stock vesting
|
(101
|
|
)
|
|
179
|
|
|
||
Change in Fair Value of Earnout liabilities
|
(63
|
|
)
|
|
(2,568
|
|
)
|
||
Accretion on fair value of Earnout liabilities
|
—
|
|
|
|
2,660
|
|
|
||
Bad debt expense
|
5,725
|
|
|
|
919
|
|
|
||
Loss on derivatives, net
|
19,487
|
|
|
|
31,473
|
|
|
||
Current period cash settlements on derivatives, net
|
7,170
|
|
|
|
(11,828
|
|
)
|
||
Accretion of discount to convertible subordinated notes to affiliate
|
—
|
|
|
|
1,004
|
|
|
||
Payment of the Major Energy Companies Earnout
|
—
|
|
|
|
(1,104
|
|
)
|
||
Payment of the Provider Companies Earnout
|
—
|
|
|
|
(677
|
|
)
|
||
Other
|
(555
|
|
)
|
|
224
|
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||||
Decrease in accounts receivable
|
25,957
|
|
|
|
18,072
|
|
|
||
Increase in accounts receivable—affiliates
|
(10
|
|
)
|
|
(1,925
|
|
)
|
||
Decrease in inventory
|
2,693
|
|
|
|
310
|
|
|
||
Increase in customer acquisition costs
|
(6,254
|
|
)
|
|
(12,074
|
|
)
|
||
(Increase) decrease in prepaid and other current assets
|
(59
|
|
)
|
|
5,394
|
|
|
||
Decrease (increase) in other assets
|
97
|
|
|
|
(788
|
|
)
|
||
Decrease in accounts payable and accrued liabilities
|
(20,140
|
|
)
|
|
(18,422
|
|
)
|
||
(Decrease) increase in accounts payable—affiliates
|
(2,249
|
|
)
|
|
313
|
|
|
||
Decrease in other current liabilities
|
(1,545
|
|
)
|
|
(2,862
|
|
)
|
||
Decrease in other non-current liabilities
|
(461
|
|
)
|
|
(328
|
|
)
|
||
Net cash provided by operating activities
|
36,410
|
|
|
|
45,625
|
|
|
||
Cash flows from investing activities:
|
|
|
|
||||||
Purchases of property and equipment
|
(1,163
|
|
)
|
|
(371
|
|
)
|
||
Acquisitions of Perigee and other customers
|
—
|
|
|
|
(9,353
|
|
)
|
||
Deposit for Verde Acquisition
|
—
|
|
|
|
(65,785
|
|
)
|
||
Acquisition of HIKO
|
(15,041
|
|
)
|
|
—
|
|
|
||
Acquisition of NG&E customers
|
(7,796
|
|
)
|
|
—
|
|
|
||
Net cash used in investing activities
|
(24,000
|
|
)
|
|
(75,509
|
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||||
Proceeds from issuance of Series A Preferred Stock, net of issuance costs paid
|
48,490
|
|
|
|
37,937
|
|
|
||
Borrowings on notes payable
|
146,800
|
|
|
|
121,000
|
|
|
||
Payments on notes payable
|
(160,050
|
|
)
|
|
(93,789
|
|
)
|
||
Payment of the Major Energy Companies Earnout
|
(1,607
|
|
)
|
|
(6,299
|
|
)
|
||
Payment of the Provider Companies Earnout and installment consideration
|
—
|
|
|
|
(6,676
|
|
)
|
||
Payments on the Verde promissory note
|
(6,573
|
|
)
|
|
—
|
|
|
||
Proceeds from disgorgement of stockholders short-swing profits
|
244
|
|
|
|
666
|
|
|
||
Restricted stock vesting
|
(2,589
|
|
)
|
|
(2,009
|
|
)
|
||
Payment of Tax Receivable Agreement liability
|
(3,577
|
|
)
|
|
—
|
|
|
||
Payment of dividends to Class A common stockholders
|
(4,805
|
|
)
|
|
(4,754
|
|
)
|
||
Payment of distributions to non-controlling unitholders
|
(19,501
|
|
)
|
|
(19,822
|
|
)
|
Payment of Dividends to Preferred Stock
|
(2,959
|
|
)
|
|
—
|
|
|
||
Purchase of Treasury Stock
|
—
|
|
|
|
(1,285
|
|
)
|
||
Net cash (used in) provided by financing activities
|
(6,127
|
|
)
|
|
24,969
|
|
|
||
Increase (decrease) in Cash and cash equivalents
|
6,283
|
|
|
|
(4,915
|
|
)
|
||
Cash and cash equivalents—beginning of period
|
29,419
|
|
|
|
18,960
|
|
|
||
Cash and cash equivalents—end of period
|
$
|
35,702
|
|
|
|
$
|
14,045
|
|
|
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
||||||
Non-cash items:
|
|
|
|
||||||
Property and equipment purchase accrual
|
$
|
(123
|
|
)
|
|
$
|
50
|
|
|
Cash paid during the period for:
|
|
|
|
||||||
Interest
|
$
|
3,884
|
|
|
|
$
|
1,395
|
|
|
Taxes
|
$
|
5,399
|
|
|
|
$
|
7,232
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands, except volume and per unit operating data)
|
||||||||||||||
Retail Electricity Segment
|
|
|
|
|
|
|
|
||||||||
Total Revenues
|
$
|
209,447
|
|
|
$
|
131,908
|
|
|
430,346
|
|
|
$
|
265,602
|
|
|
Retail Cost of Revenues
|
151,953
|
|
|
102,079
|
|
|
401,500
|
|
|
210,923
|
|
||||
Less: Net gains (losses) on non-trading derivatives, net of cash settlements
|
24,852
|
|
|
(5,034
|
)
|
|
(23,515
|
)
|
|
(16,955
|
)
|
||||
Retail Gross Margin
(1)
— Electricity
|
$
|
32,642
|
|
|
$
|
34,863
|
|
|
$
|
52,361
|
|
|
$
|
71,634
|
|
Volumes — Electricity (MWhs)
|
2,100,007
|
|
|
1,379,051
|
|
|
4,352,031
|
|
|
2,764,165
|
|
||||
Retail Gross Margin
(2)
— Electricity per MWh
|
$
|
15.54
|
|
|
$
|
25.28
|
|
|
$
|
12.03
|
|
|
$
|
25.92
|
|
|
|
|
|
|
|
|
|
||||||||
Retail Natural Gas Segment
|
|
|
|
|
|
|
|
||||||||
Total Revenues
|
$
|
22,804
|
|
|
$
|
19,528
|
|
|
$
|
88,593
|
|
|
$
|
82,141
|
|
Retail Cost of Revenues
|
10,716
|
|
|
12,558
|
|
|
51,045
|
|
|
49,475
|
|
||||
Less: Net Asset Optimization Revenues (Expenses)
|
763
|
|
|
(168
|
)
|
|
3,450
|
|
|
(361
|
)
|
||||
Less: Net gains (losses) on non-trading derivatives, net of cash settlements
|
542
|
|
|
(1,148
|
)
|
|
(2,685
|
)
|
|
(3,088
|
)
|
||||
Retail Gross Margin
(1)
— Gas
|
$
|
10,783
|
|
|
$
|
8,286
|
|
|
$
|
36,783
|
|
|
$
|
36,115
|
|
Volumes — Gas (MMBtus)
|
2,840,721
|
|
|
2,629,087
|
|
|
10,517,802
|
|
|
10,848,366
|
|
||||
Retail Gross Margin
(2)
— Gas per MMBtu
|
$
|
3.80
|
|
|
$
|
3.15
|
|
|
$
|
3.50
|
|
|
$
|
3.33
|
|
(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 “How We Evaluate Our Operations” 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.
|
•
|
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; and
|
•
|
our ability to fund capital expenditures (including customer acquisition costs) and incur and service debt.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Reconciliation of Adjusted EBITDA to Net Income:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
23,927
|
|
|
$
|
4,671
|
|
|
$
|
(17,904
|
)
|
|
$
|
15,803
|
|
Depreciation and amortization
|
12,861
|
|
|
9,656
|
|
|
25,880
|
|
|
18,926
|
|
||||
Interest expense
|
2,316
|
|
|
2,452
|
|
|
4,561
|
|
|
5,897
|
|
||||
Income tax expense (benefit)
|
3,251
|
|
|
409
|
|
|
(3,216
|
)
|
|
2,814
|
|
||||
EBITDA
|
42,355
|
|
|
17,188
|
|
|
9,321
|
|
|
43,440
|
|
||||
Less:
|
|
|
|
|
|
|
|
||||||||
Net, Gain (losses) on derivative instruments
|
17,054
|
|
|
(9,677
|
)
|
|
(19,488
|
)
|
|
(31,473
|
)
|
||||
Net, Cash settlements on derivative instruments
|
8,792
|
|
|
3,996
|
|
|
(6,745
|
)
|
|
11,351
|
|
||||
Customer acquisition costs
|
1,980
|
|
|
4,384
|
|
|
6,254
|
|
|
12,074
|
|
||||
Plus:
|
|
|
|
|
|
|
|
||||||||
Non-cash compensation expense
|
1,555
|
|
|
1,538
|
|
|
2,686
|
|
|
2,905
|
|
||||
Adjusted EBITDA
|
$
|
16,084
|
|
|
$
|
20,023
|
|
|
$
|
31,986
|
|
|
$
|
54,393
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Reconciliation of Adjusted EBITDA to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
$
|
45,950
|
|
|
$
|
22,331
|
|
|
$
|
36,410
|
|
|
$
|
45,625
|
|
Amortization of deferred financing costs
|
(319
|
)
|
|
(283
|
)
|
|
(614
|
)
|
|
(531
|
)
|
||||
Allowance for doubtful accounts and bad debt expense
|
(3,302
|
)
|
|
(563
|
)
|
|
(5,725
|
)
|
|
(919
|
)
|
||||
Interest expense
|
2,316
|
|
|
2,452
|
|
|
4,561
|
|
|
5,897
|
|
||||
Income tax expense (benefit)
|
3,251
|
|
|
409
|
|
|
(3,216
|
)
|
|
2,814
|
|
||||
Changes in operating working capital
|
|
|
|
|
|
|
|
||||||||
Accounts receivable, prepaids, current assets
|
(38,516
|
)
|
|
(19,159
|
)
|
|
(25,888
|
)
|
|
(21,541
|
)
|
||||
Inventory
|
1,377
|
|
|
3,012
|
|
|
(2,693
|
)
|
|
(310
|
)
|
||||
Accounts payable and accrued liabilities
|
7,618
|
|
|
7,895
|
|
|
23,934
|
|
|
20,971
|
|
||||
Other
|
(2,291
|
)
|
|
3,929
|
|
|
5,217
|
|
|
2,387
|
|
||||
Adjusted EBITDA
|
$
|
16,084
|
|
|
$
|
20,023
|
|
|
$
|
31,986
|
|
|
$
|
54,393
|
|
Cash Flow Data:
|
|
|
|
|
|
|
|
||||||||
Cash flows provided by operating activities
|
$
|
45,950
|
|
|
$
|
22,331
|
|
|
$
|
36,410
|
|
|
$
|
45,625
|
|
Cash flows used in investing activities
|
$
|
(8,205
|
)
|
|
$
|
(75,397
|
)
|
|
$
|
(24,000
|
)
|
|
$
|
(75,509
|
)
|
Cash flows (used in) provided by financing activities
|
$
|
(23,108
|
)
|
|
$
|
42,162
|
|
|
$
|
(6,127
|
)
|
|
$
|
24,969
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Reconciliation of Retail Gross Margin to Operating Income (loss):
|
|
|
|
|
|
|
|
||||||||
Operating income (loss)
|
$
|
28,941
|
|
|
$
|
7,797
|
|
|
$
|
(17,313
|
)
|
|
$
|
24,580
|
|
Depreciation and amortization
|
12,861
|
|
|
9,656
|
|
|
25,880
|
|
|
18,926
|
|
||||
General and administrative
|
27,781
|
|
|
19,346
|
|
|
57,827
|
|
|
43,839
|
|
||||
Less:
|
|
|
|
|
|
|
|
||||||||
Net asset optimization revenues (expenses)
|
763
|
|
|
(168
|
)
|
|
3,450
|
|
|
(361
|
)
|
||||
Net, gains (losses) on non-trading derivative instruments
|
16,601
|
|
|
(10,202
|
)
|
|
(20,111
|
)
|
|
(31,578
|
)
|
||||
Net, Cash settlements on non-trading derivative instruments
|
8,793
|
|
|
4,020
|
|
|
(6,089
|
)
|
|
11,535
|
|
||||
Retail Gross Margin
|
$
|
43,425
|
|
|
$
|
43,149
|
|
|
$
|
89,144
|
|
|
$
|
107,749
|
|
Retail Gross Margin - Retail Electricity Segment
|
$
|
32,642
|
|
|
$
|
34,863
|
|
|
$
|
52,361
|
|
|
$
|
71,634
|
|
Retail Gross Margin - Retail Natural Gas Segment
|
$
|
10,783
|
|
|
$
|
8,286
|
|
|
$
|
36,783
|
|
|
$
|
36,115
|
|