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 2, 2018
Spark Energy, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
 
 
 
 
Delaware
 
001-36559
 
46-5453215
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
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))

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 2, 2018, Spark Energy, Inc. (the “Company”) issued a press release announcing second quarter 2018 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, including the Press Release, will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, 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 2, 2018







EXHIBIT INDEX

Exhibit No.
Description
 
 
99.1






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 3, 2018
 
 
 
 
Spark Energy, Inc.
 
By:
 
/s/ Gil Melman
Name:
 
Gil Melman
Title:
 
Vice President, General Counsel and Corporate Secretary





Spark Energy, Inc. Reports Second Quarter 2018 Financial Results

HOUSTON, August 1, 2018 (GLOBE NEWSWIRE) -- 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, 2018.
Key Highlights
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

“We made considerable progress in our synergy and brand consolidation efforts during the second quarter, achieving our target of annualized general and administrative cost savings of $15 million through facility and headcount reductions," said Nathan Kroeker, Spark Energy's President and Chief Executive Officer. "We successfully migrated a total of 110,000 customers to more cost-effective billing platforms and notified another 62,000 customers of planned platform switches that should be complete by end of the third quarter.

“Despite strong operating cost controls, our second-quarter results were negatively impacted by lower electricity unit margins. This was a result of the hedges we had to purchase during the first few weeks of the year, additional hedges we used to insure against adverse weather in ERCOT this summer, and increases in capacity costs in New England. While we are disappointed with our first half performance, we are implementing the appropriate strategies that we expect will improve profitability and Adjusted EBITDA performance.
"As we enter the second half of the year, we expect to drive an additional $5 million in annualized cost savings through a series of targeted projects. We are also focusing on organic growth through recently integrated Verde sales channels, as well as new retail sales channels that we believe will help us increase our mass-market concentration and improve margins as we pivot away from larger, lower-margin C&I customers."
Summary Second Quarter 2018 Financial Results
For the quarter ended June 30, 2018, Spark reported Adjusted EBITDA of $16.1 million compared to Adjusted EBITDA of $20.0 million for the quarter ended June 30, 2017. This decrease of $3.9 million is primarily attributable to lower electricity unit margins as well as higher G&A due to a larger customer portfolio.
For the quarter ended June 30, 2018, Spark reported Retail Gross Margin of $43.4 million compared to Retail Gross Margin of $43.1 million for the quarter ended June 30, 2017. Spark attributes this increase of $0.3 million primarily to higher electricity volumes, primarily as a result of acquisitions completed over the prior twelve months, largely offset by lower electricity margins.
Net income for the quarter ended June 30, 2018, was $23.9 million compared to net income of $4.7 million for the quarter ended June 30, 2017. The increase in performance compared to the prior year was primarily the result of unrealized mark to market hedge gain in the second quarter.






Liquidity and Capital Resources
($ 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
 
(1) Subject to Senior Credit Facility borrowing base and covenant restrictions.
(2) The availability of the Subordinated Facility is dependent on our Founder's financial position and liquidity.
Dividend
Spark’s Board of Directors declared quarterly dividends of $0.18125 per share of Class A common stock payable on September 13th, 2018, and $0.546875 per share of Series A Preferred Stock payable on October 15, 2018.
Conference Call and Webcast
Spark will host a conference call to discuss second quarter 2018 results on Friday, August 3, 2018, 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 established and growing 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,” “projects,” 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 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.
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.








SPARK ENERGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2018 AND DECEMBER 31, 2017
(in thousands)
(unaudited)

 
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.



SPARK ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2018 AND 2017
(in thousands)
(unaudited)





 
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.









SPARK ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2018
(in thousands)
(unaudited)
 
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
 








SPARK ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2018 AND 2017
(in thousands)
(unaudited)

 
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

 



SPARK ENERGY, INC.
OPERATING SEGMENT RESULTS
FOR THE THREE AND SIX MONTHS ENDED June 30, 2018 AND 2017
(in thousands, except per unit operating data)
(unaudited)
 
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.








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 in accordance with our accounting policies. The deduction of current period customer acquisition costs is consistent with how we manage our business, but the comparability of Adjusted EBITDA between periods may be affected by varying levels of customer acquisition costs. For example, our Adjusted EBITDA is lower in years of customer growth reflecting larger customer acquisition spending. 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.
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; and
our ability to fund capital expenditures (including customer acquisition costs) and incur and service debt.

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 (i) net asset optimization revenues, (ii) net gains (losses) on non-trading derivative instruments, and (iii) 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 business by removing the impacts of our asset optimization activities and net non-cash income (loss) impact of our economic hedging activities. 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)
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
 


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)
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
 


Contact: Spark Energy, Inc.
Investors:
Christian Hettick, 832-200-3727
Media:
Kira Jordan, 832-255-7302