|
|
|
|
|
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 November 1, 2018
|
|
||
|
|
|
Spark Energy, Inc.
|
||
|
||
By:
|
|
/s/ Gil Melman
|
Name:
|
|
Gil Melman
|
Title:
|
|
Vice President, General Counsel and Corporate Secretary
|
Exhibit No.
|
Description
|
|
|
99.1
|
•
|
Achieved $18.6 million in Adjusted EBITDA, $45.8 million in Retail Gross Margin, and a $18.8 million in Net Income for the third quarter
|
•
|
Expects to exceed upper end of cost reduction guidance range by 10 to 20 percent
|
•
|
Total RCE count of 979,000 as of September 30, 2018
|
•
|
Acquired 60,000 residential RCEs subsequent to the close of fiscal third quarter 2018
|
($ in thousands)
|
September 30, 2018
|
||
Cash and cash equivalents
|
$
|
42,796
|
|
Senior Credit Facility Availability
(1)
|
19,281
|
|
|
Subordinated Debt Availability
(2)
|
15,000
|
|
|
Total Liquidity
|
$
|
77,077
|
|
•
|
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.
|
|
September 30, 2018
|
|
December 31, 2017
|
||||||
Assets
|
|
|
|
||||||
Current assets:
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
42,796
|
|
|
|
$
|
29,419
|
|
|
Accounts receivable, net of allowance for doubtful accounts of $4,324 at September 30 and $4,023 at December 31
|
134,183
|
|
|
|
158,814
|
|
|
||
Accounts receivable—affiliates
|
3,807
|
|
|
|
3,661
|
|
|
||
Inventory
|
4,077
|
|
|
|
4,470
|
|
|
||
Fair value of derivative assets
|
23,427
|
|
|
|
31,191
|
|
|
||
Customer acquisition costs, net
|
15,600
|
|
|
|
22,123
|
|
|
||
Customer relationships, net
|
18,360
|
|
|
|
18,653
|
|
|
||
Deposits
|
12,631
|
|
|
|
7,701
|
|
|
||
Other current assets
|
31,074
|
|
|
|
20,706
|
|
|
||
Total current assets
|
285,955
|
|
|
|
296,738
|
|
|
||
Property and equipment, net
|
5,383
|
|
|
|
8,275
|
|
|
||
Fair value of derivative assets
|
1,873
|
|
|
|
3,309
|
|
|
||
Customer acquisition costs, net
|
3,466
|
|
|
|
6,949
|
|
|
||
Customer relationships, net
|
28,247
|
|
|
|
34,839
|
|
|
||
Deferred tax assets
|
24,935
|
|
|
|
24,185
|
|
|
||
Goodwill
|
120,343
|
|
|
|
120,154
|
|
|
||
Other assets
|
11,075
|
|
|
|
11,500
|
|
|
||
Total assets
|
$
|
481,277
|
|
|
|
$
|
505,949
|
|
|
|
|
|
|
||||||
Liabilities, Series A Preferred Stock and Stockholders' Equity
|
|
|
|
||||||
Current liabilities:
|
|
|
|
||||||
Accounts payable
|
$
|
55,496
|
|
|
|
$
|
77,510
|
|
|
Accounts payable—affiliates
|
2,836
|
|
|
|
4,622
|
|
|
||
Accrued liabilities
|
45,518
|
|
|
|
33,679
|
|
|
||
Fair value of derivative liabilities
|
269
|
|
|
|
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
|
856
|
|
|
|
2,675
|
|
|
||
Current portion of note payable
|
10,535
|
|
|
|
13,443
|
|
|
||
Total current liabilities
|
120,998
|
|
|
|
151,027
|
|
|
||
Long-term liabilities:
|
|
|
|
||||||
Fair value of derivative liabilities
|
489
|
|
|
|
492
|
|
|
||
Payable pursuant to tax receivable agreement—affiliates
|
26,067
|
|
|
|
26,355
|
|
|
||
Long-term portion of Senior Credit Facility
|
112,000
|
|
|
|
117,750
|
|
|
||
Subordinated debt—affiliate
|
10,000
|
|
|
|
—
|
|
|
||
Long-term portion of note payable
|
—
|
|
|
|
7,051
|
|
|
||
Contingent consideration for acquisitions
|
—
|
|
|
|
626
|
|
|
||
Other long-term liabilities
|
—
|
|
|
|
172
|
|
|
||
Total liabilities
|
269,554
|
|
|
|
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 September 30 and 1,704,339 shares issued and outstanding at December 31
|
90,758
|
|
|
|
41,173
|
|
|
||
|
|
|
|
||||||
Stockholders' equity:
|
|
|
|
||||||
Common Stock:
|
|
|
|
||||||
|
|
|
|
||||||
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 September 30 and 13,235,082 issued and 13,135,636 outstanding at December 31
|
135
|
|
|
|
132
|
|
|
||
Class B common stock, par value $0.01 per share, 60,000,000 shares authorized, 21,485,126 issued and outstanding at September 30 and December 31
|
216
|
|
|
|
216
|
|
|
||
|
|
|
|
||||||
|
|
|
|
||||||
Additional paid-in capital
|
25,387
|
|
|
|
26,914
|
|
|
||
Accumulated other comprehensive loss
|
(15
|
|
)
|
|
(11
|
|
)
|
||
Retained earnings
|
2,885
|
|
|
|
11,008
|
|
|
||
Treasury stock, at cost, 99,446 shares at September 30 and December 31
|
(2,011
|
|
)
|
|
(2,011
|
|
)
|
||
Total stockholders' equity
|
26,597
|
|
|
|
36,248
|
|
|
||
Non-controlling interest in Spark HoldCo, LLC
|
94,368
|
|
|
|
125,055
|
|
|
||
Total equity
|
120,965
|
|
|
|
161,303
|
|
|
||
Total liabilities, Series A Preferred Stock and stockholders' equity
|
$
|
481,277
|
|
|
|
$
|
505,949
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Retail revenues
|
$
|
258,127
|
|
|
$
|
215,856
|
|
|
$
|
773,616
|
|
|
$
|
563,960
|
|
Net asset optimization revenues/(expense)
|
348
|
|
|
(320
|
)
|
|
3,798
|
|
|
(681
|
)
|
||||
Total Revenues
|
258,475
|
|
|
215,536
|
|
|
777,414
|
|
|
563,279
|
|
||||
Operating Expenses:
|
|
|
|
|
|
|
|
||||||||
Retail cost of revenues
|
193,409
|
|
|
160,373
|
|
|
645,954
|
|
|
420,771
|
|
||||
General and administrative
|
25,695
|
|
|
25,566
|
|
|
83,522
|
|
|
69,405
|
|
||||
Depreciation and amortization
|
13,917
|
|
|
11,509
|
|
|
39,797
|
|
|
30,435
|
|
||||
Total Operating Expenses
|
233,021
|
|
|
197,448
|
|
|
769,273
|
|
|
520,611
|
|
||||
Operating income
|
25,454
|
|
|
18,088
|
|
|
8,141
|
|
|
42,668
|
|
||||
Other (expense)/income:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(2,762
|
)
|
|
(2,863
|
)
|
|
(7,323
|
)
|
|
(8,760
|
)
|
||||
Interest and other income (loss)
|
(47
|
)
|
|
168
|
|
|
707
|
|
|
102
|
|
||||
Total other expenses
|
(2,809
|
)
|
|
(2,695
|
)
|
|
(6,616
|
)
|
|
(8,658
|
)
|
||||
Income before income tax expense
|
22,645
|
|
|
15,393
|
|
|
1,525
|
|
|
34,010
|
|
||||
Income tax expense
|
3,818
|
|
|
2,451
|
|
|
602
|
|
|
5,265
|
|
||||
Net income
|
$
|
18,827
|
|
|
$
|
12,942
|
|
|
$
|
923
|
|
|
$
|
28,745
|
|
Less: Net income attributable to non-controlling interests
|
13,218
|
|
|
10,595
|
|
|
140
|
|
|
23,049
|
|
||||
Net income attributable to Spark Energy, Inc. stockholders
|
$
|
5,609
|
|
|
$
|
2,347
|
|
|
$
|
783
|
|
|
$
|
5,696
|
|
Less: Dividend on Series A preferred stock
|
2,027
|
|
|
932
|
|
|
6,081
|
|
|
2,106
|
|
||||
Net income (loss) attributable to stockholders of Class A common stock
|
$
|
3,582
|
|
|
$
|
1,415
|
|
|
$
|
(5,298
|
)
|
|
$
|
3,590
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
||||||||
Currency translation gain (loss)
|
$
|
47
|
|
|
$
|
(13
|
)
|
|
$
|
(11
|
)
|
|
$
|
(88
|
)
|
Other comprehensive income (loss)
|
47
|
|
|
(13
|
)
|
|
(11
|
)
|
|
(88
|
)
|
||||
Comprehensive income
|
$
|
18,874
|
|
|
$
|
12,929
|
|
|
$
|
912
|
|
|
$
|
28,657
|
|
Less: Comprehensive income attributable to non-controlling interests
|
13,247
|
|
|
10,587
|
|
|
133
|
|
|
22,994
|
|
||||
Comprehensive income attributable to Spark Energy, Inc. stockholders
|
$
|
5,627
|
|
|
$
|
2,342
|
|
|
$
|
779
|
|
|
$
|
5,663
|
|
|
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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,596
|
|
|
—
|
|
|
3,596
|
|
|
—
|
|
|
3,596
|
|
|||||||||
Restricted stock unit vesting
|
258
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(715
|
|
)
|
—
|
|
|
(712
|
|
)
|
—
|
|
|
(712
|
)
|
|||||||||
Consolidated net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
783
|
|
|
783
|
|
|
140
|
|
|
923
|
|
|||||||||
Foreign currency translation adjustment for equity method investee
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
|
)
|
—
|
|
|
—
|
|
|
(4
|
|
)
|
(7
|
|
)
|
(11
|
)
|
|||||||||
Distributions paid to non-controlling unit holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,701
|
|
)
|
(23,701
|
)
|
|||||||||
Dividends paid to Class A common stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,381
|
|
)
|
(4,852
|
|
)
|
(7,233
|
|
)
|
—
|
|
|
(7,233
|
)
|
|||||||||
Dividends to Preferred Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,027
|
|
)
|
(4,054
|
|
)
|
(6,081
|
|
)
|
—
|
|
|
(6,081
|
)
|
|||||||||
Acquisition of Customers from Affiliate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(7,119
|
|
)
|
(7,119
|
)
|
|||||||||||
Balance at September 30, 2018
|
13,493
|
|
|
21,485
|
|
|
(99
|
|
)
|
$
|
135
|
|
|
$
|
216
|
|
|
$
|
(2,011
|
|
)
|
$
|
(15
|
|
)
|
$
|
25,387
|
|
|
$
|
2,885
|
|
|
$
|
26,597
|
|
|
$
|
94,368
|
|
|
$
|
120,965
|
|
|
Nine Months Ended September 30,
|
||||||||
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
||||||
Net income
|
$
|
923
|
|
|
|
$
|
28,745
|
|
|
Adjustments to reconcile net income to net cash flows provided by operating activities:
|
|
|
|
||||||
Depreciation and amortization expense
|
38,538
|
|
|
|
30,584
|
|
|
||
Deferred income taxes
|
(749
|
|
)
|
|
681
|
|
|
||
Change in TRA liability
|
79
|
|
|
|
—
|
|
|
||
Stock based compensation
|
3,707
|
|
|
|
4,023
|
|
|
||
Amortization of deferred financing costs
|
1,243
|
|
|
|
750
|
|
|
||
Excess tax benefit related to restricted stock vesting
|
(101
|
|
)
|
|
179
|
|
|
||
Change in Fair Value of Earnout liabilities
|
(63
|
|
)
|
|
(9,423
|
|
)
|
||
Accretion on fair value of Earnout liabilities
|
—
|
|
|
|
3,787
|
|
|
||
Bad debt expense
|
8,480
|
|
|
|
3,436
|
|
|
||
Loss on derivatives, net
|
1,371
|
|
|
|
34,225
|
|
|
||
Current period cash settlements on derivatives, net
|
6,189
|
|
|
|
(20,816
|
|
)
|
||
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
|
(489
|
|
)
|
|
123
|
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||||
Decrease in accounts receivable
|
21,029
|
|
|
|
18,056
|
|
|
||
Increase in accounts receivable—affiliates
|
(390
|
|
)
|
|
(2,508
|
|
)
|
||
Decrease (increase) in inventory
|
475
|
|
|
|
(1,936
|
|
)
|
||
Increase in customer acquisition costs
|
(8,949
|
|
)
|
|
(18,642
|
|
)
|
||
(Increase) decrease in prepaid and other current assets
|
(10,999
|
|
)
|
|
1,536
|
|
|
||
Increase in intangible assets—customer acquisitions
|
(86
|
|
)
|
|
(32
|
|
)
|
||
Decrease (increase) in other assets
|
92
|
|
|
|
(664
|
|
)
|
||
Decrease in accounts payable and accrued liabilities
|
(11,062
|
|
)
|
|
(9,301
|
|
)
|
||
(Decrease) increase in accounts payable—affiliates
|
(1,786
|
|
)
|
|
1,165
|
|
|
||
(Decrease) increase in other current liabilities
|
(5,140
|
|
)
|
|
22
|
|
|
||
Decrease in other non-current liabilities
|
(459
|
|
)
|
|
(1,170
|
|
)
|
||
Net cash provided by operating activities
|
41,853
|
|
|
|
62,043
|
|
|
||
Cash flows from investing activities:
|
|
|
|
||||||
Purchases of property and equipment
|
(1,097
|
|
)
|
|
(1,438
|
|
)
|
||
Acquisitions of Perigee and other customers
|
—
|
|
|
|
(11,464
|
|
)
|
||
Acquisition of the Verde Companies
|
—
|
|
|
|
(65,785
|
|
)
|
||
Verde working capital settlement
|
470
|
|
|
|
—
|
|
|
||
Acquisition of HIKO
|
(14,290
|
|
)
|
|
—
|
|
|
||
Acquisition of Customers from Affiliate
|
(8,776
|
|
)
|
|
—
|
|
|
||
Net cash used in investing activities
|
(23,693
|
|
)
|
|
(78,687
|
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||||
Proceeds from issuance of Series A Preferred Stock, net of issuance costs paid
|
48,490
|
|
|
|
40,312
|
|
|
||
Borrowings on notes payable
|
277,800
|
|
|
|
139,400
|
|
|
||
Payments on notes payable
|
(281,050
|
|
)
|
|
(119,664
|
|
)
|
||
Payment of the Major Energy Companies Earnout
|
(1,607
|
|
)
|
|
(6,299
|
|
)
|
||
Payment of the Provider Companies Earnout and installment consideration
|
—
|
|
|
|
(7,061
|
|
)
|
||
Payments on the Verde promissory note
|
(6,573
|
|
)
|
|
(2,149
|
|
)
|
||
Proceeds from disgorgement of stockholders short-swing profits
|
244
|
|
|
|
872
|
|
|
||
Restricted stock vesting
|
(2,589
|
|
)
|
|
(2,009
|
|
)
|
||
Payment of Tax Receivable Agreement liability
|
(3,577
|
|
)
|
|
—
|
|
|
Payment of dividends to Class A common stockholders
|
(7,233
|
|
)
|
|
(7,137
|
|
)
|
||
Payment of distributions to non-controlling unitholders
|
(23,701
|
|
)
|
|
(24,270
|
|
)
|
||
Payment of Dividends to Preferred Stock
|
(4,987
|
|
)
|
|
(1,174
|
|
)
|
||
Purchase of Treasury Stock
|
—
|
|
|
|
(1,888
|
|
)
|
||
Net cash (used in) provided by financing activities
|
(4,783
|
|
)
|
|
8,933
|
|
|
||
Increase (decrease) in Cash and cash equivalents
|
13,377
|
|
|
|
(7,711
|
|
)
|
||
Cash and cash equivalents—beginning of period
|
29,419
|
|
|
|
18,960
|
|
|
||
Cash and cash equivalents—end of period
|
$
|
42,796
|
|
|
|
$
|
11,249
|
|
|
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
||||||
Non-cash items:
|
|
|
|
||||||
Contingent consideration—earnout obligations incurred in connection with the Verde Companies acquisition
|
$
|
—
|
|
|
|
$
|
5,400
|
|
|
Net contribution by NG&E in excess of cash
|
$
|
—
|
|
|
|
$
|
1,019
|
|
|
Installment consideration incurred in connection with the Verde Companies acquisition
|
$
|
—
|
|
|
|
$
|
17,851
|
|
|
Property and equipment purchase accrual
|
$
|
(123
|
|
)
|
|
$
|
41
|
|
|
Cash paid during the period for:
|
|
|
|
||||||
Interest
|
$
|
5,955
|
|
|
|
$
|
4,113
|
|
|
Taxes
|
$
|
7,461
|
|
|
|
$
|
7,769
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands, except volume and per unit operating data)
|
||||||||||||||
Retail Electricity Segment
|
|
|
|
|
|
|
|
||||||||
Total Revenues
|
$
|
246,182
|
|
|
$
|
202,259
|
|
|
676,528
|
|
|
$
|
467,861
|
|
|
Retail Cost of Revenues
|
186,449
|
|
|
153,594
|
|
|
587,949
|
|
|
364,518
|
|
||||
Less: Net gains (losses) on non-trading derivatives, net of cash settlements
|
19,481
|
|
|
4,170
|
|
|
(4,034
|
)
|
|
(12,786
|
)
|
||||
Retail Gross Margin
(1)
— Electricity
|
$
|
40,252
|
|
|
$
|
44,495
|
|
|
$
|
92,613
|
|
|
$
|
116,129
|
|
Volumes — Electricity (MWhs)
|
2,432,314
|
|
|
2,063,894
|
|
|
6,784,345
|
|
|
4,828,629
|
|
||||
Retail Gross Margin
(2)
— Electricity per MWh
|
$
|
16.55
|
|
|
$
|
21.56
|
|
|
$
|
13.65
|
|
|
$
|
24.05
|
|
|
|
|
|
|
|
|
|
||||||||
Retail Natural Gas Segment
|
|
|
|
|
|
|
|
||||||||
Total Revenues
|
$
|
12,293
|
|
|
$
|
13,277
|
|
|
$
|
100,886
|
|
|
$
|
95,418
|
|
Retail Cost of Revenues
|
6,960
|
|
|
6,779
|
|
|
58,005
|
|
|
56,253
|
|
||||
Less: Net Asset Optimization Revenues (Expenses)
|
348
|
|
|
(320
|
)
|
|
3,798
|
|
|
(681
|
)
|
||||
Less: Net gains (losses) on non-trading derivatives, net of cash settlements
|
(558
|
)
|
|
743
|
|
|
(3,243
|
)
|
|
(2,344
|
)
|
||||
Retail Gross Margin
(1)
— Gas
|
$
|
5,543
|
|
|
$
|
6,075
|
|
|
$
|
42,326
|
|
|
$
|
42,190
|
|
Volumes — Gas (MMBtus)
|
1,395,377
|
|
|
1,706,132
|
|
|
11,913,180
|
|
|
12,554,497
|
|
||||
Retail Gross Margin
(2)
— Gas per MMBtu
|
$
|
3.97
|
|
|
$
|
3.56
|
|
|
$
|
3.55
|
|
|
$
|
3.36
|
|
(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 “Other Performance Measures” in our Form 10-Q 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 September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Reconciliation of Adjusted EBITDA to Net Income:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
18,827
|
|
|
$
|
12,942
|
|
|
$
|
923
|
|
|
$
|
28,745
|
|
Depreciation and amortization
|
13,917
|
|
|
11,509
|
|
|
39,797
|
|
|
30,435
|
|
||||
Interest expense
|
2,762
|
|
|
2,863
|
|
|
7,323
|
|
|
8,760
|
|
||||
Income tax expense
|
3,818
|
|
|
2,451
|
|
|
602
|
|
|
5,265
|
|
||||
EBITDA
|
39,324
|
|
|
29,765
|
|
|
48,645
|
|
|
73,205
|
|
||||
Less:
|
|
|
|
|
|
|
|
||||||||
Net, Gain (losses) on derivative instruments
|
18,117
|
|
|
(2,752
|
)
|
|
(1,371
|
)
|
|
(34,225
|
)
|
||||
Net, Cash settlements on derivative instruments
|
922
|
|
|
7,457
|
|
|
(5,823
|
)
|
|
18,808
|
|
||||
Customer acquisition costs
|
2,695
|
|
|
6,568
|
|
|
8,949
|
|
|
18,642
|
|
||||
Plus:
|
|
|
|
|
|
|
|
||||||||
Non-cash compensation expense
|
1,021
|
|
|
1,118
|
|
|
3,707
|
|
|
4,023
|
|
||||
Adjusted EBITDA
|
$
|
18,611
|
|
|
$
|
19,610
|
|
|
$
|
50,597
|
|
|
$
|
74,003
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Reconciliation of Adjusted EBITDA to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
$
|
5,443
|
|
|
$
|
16,418
|
|
|
$
|
41,853
|
|
|
$
|
62,043
|
|
Amortization of deferred financing costs
|
(631
|
)
|
|
(219
|
)
|
|
(1,243
|
)
|
|
(750
|
)
|
||||
Allowance for doubtful accounts and bad debt expense
|
(2,755
|
)
|
|
(2,517
|
)
|
|
(8,480
|
)
|
|
(3,436
|
)
|
||||
Interest expense
|
2,762
|
|
|
2,863
|
|
|
7,323
|
|
|
8,760
|
|
||||
Income tax expense
|
3,818
|
|
|
2,451
|
|
|
602
|
|
|
5,265
|
|
||||
Changes in operating working capital
|
|
|
|
|
|
|
|
||||||||
Accounts receivable, prepaids, current assets
|
16,248
|
|
|
4,457
|
|
|
(9,640
|
)
|
|
(17,084
|
)
|
||||
Inventory
|
2,218
|
|
|
2,246
|
|
|
(475
|
)
|
|
1,936
|
|
||||
Accounts payable and accrued liabilities
|
(5,946
|
)
|
|
(12,857
|
)
|
|
17,988
|
|
|
8,114
|
|
||||
Other
|
(2,546
|
)
|
|
6,768
|
|
|
2,669
|
|
|
9,155
|
|
||||
Adjusted EBITDA
|
$
|
18,611
|
|
|
$
|
19,610
|
|
|
$
|
50,597
|
|
|
$
|
74,003
|
|
Cash Flow Data:
|
|
|
|
|
|
|
|
||||||||
Cash flows provided by operating activities
|
$
|
5,443
|
|
|
$
|
16,418
|
|
|
$
|
41,853
|
|
|
$
|
62,043
|
|
Cash flows provided by (used in) investing activities
|
$
|
307
|
|
|
$
|
(3,178
|
)
|
|
$
|
(23,693
|
)
|
|
$
|
(78,687
|
)
|
Cash flows provided by (used in) financing activities
|
$
|
1,344
|
|
|
$
|
(16,036
|
)
|
|
$
|
(4,783
|
)
|
|
$
|
8,933
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Reconciliation of Retail Gross Margin to Operating Income:
|
|
|
|
|
|
|
|
||||||||
Operating income
|
$
|
25,454
|
|
|
$
|
18,088
|
|
|
$
|
8,141
|
|
|
$
|
42,668
|
|
Depreciation and amortization
|
13,917
|
|
|
11,509
|
|
|
39,797
|
|
|
30,435
|
|
||||
General and administrative
|
25,695
|
|
|
25,566
|
|
|
83,522
|
|
|
69,405
|
|
||||
Less:
|
|
|
|
|
|
|
|
||||||||
Net asset optimization revenues (expenses)
|
348
|
|
|
(320
|
)
|
|
3,798
|
|
|
(681
|
)
|
||||
Net, gains (losses) on non-trading derivative instruments
|
17,888
|
|
|
(2,568
|
)
|
|
(2,223
|
)
|
|
(34,146
|
)
|
||||
Net, Cash settlements on non-trading derivative instruments
|
1,035
|
|
|
7,481
|
|
|
(5,054
|
)
|
|
19,016
|
|
||||
Retail Gross Margin
|
$
|
45,795
|
|
|
$
|
50,570
|
|
|
$
|
134,939
|
|
|
$
|
158,319
|
|
Retail Gross Margin - Retail Electricity Segment
|
$
|
40,252
|
|
|
$
|
44,495
|
|
|
$
|
92,613
|
|
|
$
|
116,129
|
|
Retail Gross Margin - Retail Natural Gas Segment
|
$
|
5,543
|
|
|
$
|
6,075
|
|
|
$
|
42,326
|
|
|
$
|
42,190
|
|