0001606268-14-000002 8-K 2 20140910 2.02 20140910 20140910 Spark Energy, Inc. 0001606268 4931 465453215 DE 1231 8-K 34 001-36559 141095016 2105 CITYWEST BLVD. SUITE 100 HOUSTON TX 77042 (713) 600-2600 2105 CITYWEST BLVD. SUITE 100 HOUSTON TX 77042 8-K 1 spark8k20140729.htm 8-K SPARK 8K 20140729 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): September 10, 2014 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) 2105 CityWest Blvd., Suite 100 Houston, Texas 77042 (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)) -------------------------------------------------------------------------------- Item 2.02 Results of Operations and Financial Condition On September 10, 2014 Spark Energy, Inc. (the "Company") issued a press release announcing second quarter 2014 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 September 10, 2014 -------------------------------------------------------------------------------- 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: September 10, 2014 Spark Energy, Inc. By: /s/ Georganne Hodges Name: Georganne Hodges Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 3 -------------------------------------------------------------------------------- EXHIBIT INDEX Exhibit No. Description 99.1 Press Release of Spark Energy, Inc., dated September 10, 2014 4 EX-99.1 2 exhibit991.htm EXHIBIT Exhibit 99.1 EXHIBIT 99.1 Spark Energy, Inc. Reports Second Quarter 2014 Financial Results HOUSTON, Sept. 10, 2014 (GLOBE NEWSWIRE) -- Spark Energy, Inc. (Nasdaq:SPKE), a Delaware corporation ("Spark"), today reported financial results for the quarter ended June 30, 2014. Spark began trading on the NASDAQ Global Select Market on July 29, 2014 in connection with its initial public offering of 3,000,000 shares of its Class A common stock, par value $0.01 per share. We will not hold an earnings call for second quarter results; however, we intend to hold earnings calls for subsequent quarters. For the second quarter of 2014, net income totaled $0.2 million, Adjusted EBITDA was $1.4 million, and Retail Gross Margin was $17.9 million. Adjusted EBITDA and Retail Gross Margin, which are financial measures not presented in accordance with U.S. generally accepted accounting principles ("GAAP"), are defined and reconciled to their most directly comparable GAAP financial measures below. "We are extremely pleased to announce our second quarter results," said Nathan Kroeker, Spark Energy, Inc.'s President and Chief Executive Officer. "In our final full quarter as a non-public company, we saw unit margins in both our retail natural gas and retail electricity segments improve from the polar vortex-induced, diminished unit margins we saw in the first quarter of 2014. In addition, we accelerated our customer acquisitions to take advantage of the market opportunity to acquire higher margin, carbon neutral, natural gas customers in the Southwest Region. This customer acquisition spending continued to increase into the third quarter. Consistent with our historical experience, we anticipate seeing the results of this investment reflected in gross margin six to twelve months from the acquisition date of each customer. Following the completion of our IPO, we began the transition from this accelerated growth to providing maximum return to our shareholders through more steady, predictable growth in line with our longer term projections." Summary Second Quarter 2014 Financial Results For the quarter ended June 30, 2014, Spark reported Adjusted EBITDA of $1.4 million compared to Adjusted EBITDA of $5.2 million for the second quarter ended June 30, 2013. This decrease was primarily due to increased customer acquisition costs of approximately $5.8 million as Spark re-launched its sales and marketing efforts in the third quarter of 2013 and has continued to grow customer counts through the second quarter of 2014. For the second quarter ended June 30, 2014, Spark reported Retail Gross Margin of $17.9 million compared to Retail Gross Margin of $17.0 million for the second quarter ended June 30, 2013. While Retail Gross Margin remained relatively flat, unit margins expanded against declining volumes, reflecting our focus on higher margin residential customers. 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 16 states and serves 46 utility territories. Spark offers its customers a variety of product and service choices, including stable and predictable energy costs, green products, and potential cost savings. Cautionary Note Concerning 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 statements 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 release, regarding strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. Forward-looking statements appear in a number of places in this 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 release are subject to risks and uncertainties. Important factors which 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, •extreme and unpredictable weather conditions, •the sufficiency of risk management and hedging policies, -------------------------------------------------------------------------------- •customer concentration, •federal, state and local regulation, •key license retention, •increased regulatory scrutiny and compliance costs; •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, •level of indebtedness, •changes in costs to acquire customers, •actual customer attrition rates, •accuracy of internal billing systems, •competition, and •the "Risk Factors" in our prospectus as described below. You should review the risk factors included in the prospectus relating to our initial public offering that was filed with the Securities and Exchange Commission which 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 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 COMBINED BALANCE SHEETS AS OF JUNE 30, 2014 AND DECEMBER 31, 2013 (in thousands) (unaudited) June 30, 2014 December 31, 2013 Assets Current assets: Cash and cash equivalents $ 1,487 $ 7,189 Accounts receivable, net of allowance for doubtful accounts 48,385 62,678 Accounts receivable-affiliates 40 6,794 Inventory 4,011 4,322 Fair value of derivative assets 980 8,071 Customer acquisition costs 10,959 4,775 Prepaid assets 1,578 1,032 Other current assets 10,549 6,430 Total current assets 77,989 101,291 Property and equipment, net 4,310 4,817 Fair value of derivative assets 74 6 Customer acquisition costs 4,085 2,901 Other assets — 58 Total Assets $ 86,458 $ 109,073 Liabilities and Member's Equity Current liabilities: Accounts payable $ 35,025 $ 36,971 Accounts payable-affiliates 261 — Accrued liabilities 4,889 6,838 Fair value of derivative liabilities 3,281 1,833 Note payable 41,050 27,500 Other current liabilities 2,833 — Total current liabilities 87,339 73,142 Long-term liabilities: Fair value of derivative liabilities 3 18 Total liabilities 87,342 73,160 Member's equity: Member's equity (884 ) 35,913 Total Member's equity (884 ) 35,913 Total Liabilities and Member's Equity $ 86,458 $ 109,073 Note: See the Company's free writing prospectus filed with the SEC on July 25, 2014 for an explanation regarding the changes in member's equity and the pro forma changes in member's equity as a result of the offering and the related reorganizational transactions. -------------------------------------------------------------------------------- SPARK ENERGY, INC. CONDENSED COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2014 AND 2013 (in thousands) (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2014 2013 2014 2013 Revenues: Retail revenues (including retail revenues—affiliates of $681 and $311 for the three months ended June 30, 2014 and 2013, respectively, and retail revenues—affiliates of $2,170 and $510 for the six months ended June 30, 2014 and 2013, respectively) $ 65,743 $ 67,263 $ 170,095 $ 167,716 Net asset optimization revenues (including asset optimization revenues-affiliates of $4,634 and $1,313 for the three months ended June 30, 2014 and 2013, respectively, and $7,134 and $2,765 for the six months ended June 30, 2014 and 2013, respectively, and asset optimization revenues affiliates cost of revenues of $10,654 and $540 for the three months ended June 30, 2014 and 2013, respectively, and $18,554 and $503 for the six months ended June 30, 2014 and 2013, respectively) 197 (1,782 ) 1,821 (2,939 ) Total Revenues 65,940 65,481 171,916 164,777 Operating Expenses: Retail cost of revenues (including retail cost of revenues-affiliates of less than $0.1 million and less than $0.1 million for both the three and six months ended June 30, 2014 and 2013) 52,387 52,406 140,508 122,399 General and administrative 9,747 9,437 17,860 18,712 Depreciation and amortization 3,252 4,284 6,211 9,314 Total Operating Expenses 65,386 66,127 164,579 150,425 Operating income (loss) 554 (646 ) 7,337 14,352 Other (expense)/income: Interest expense (222 ) (286 ) (535 ) (670 ) Interest and other income 1 1 71 12 Total other expenses (221 ) (285 ) (464 ) (658 ) Income (loss) before income tax expense 333 (931 ) 6,873 13,694 Income tax expense 132 14 164 28 Net income (loss) $ 201 $ (945 ) $ 6,709 $ 13,666 Other comprehensive income (loss): Deferred gain (loss) from cash flow hedges — (591 ) — 2,620 Reclassification of deferred gain (loss) from cash flow hedges into net income — 198 — (84 ) Comprehensive income (loss) $ 201 $ (1,338 ) $ 6,709 $ 16,202 -------------------------------------------------------------------------------- SPARK ENERGY, INC. CONDENSED COMBINED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2014 AND 2013 (in thousands) (unaudited) Six Months Ended June 30, 2014 2013 Cash flows from operating activities: Net income $ 6,709 $ 13,666 Adjustments to reconcile net income to net cash flows provided by operating activities: Depreciation and amortization expense 6,211 9,314 Amortization and write off of deferred financing costs 225 231 Allowance for doubtful accounts and bad debt expense 2,027 1,086 (Gain) loss on derivatives, net (1,440 ) 641 Current period cash settlements on derivatives, net 10,256 810 Changes in assets and liabilities: Decrease in accounts receivable 12,266 10,877 Decrease in accounts receivable—affiliates 6,754 6,119 Decrease in inventory 311 803 Increase in customer acquisition costs (11,668 ) (866 ) Increase in prepaid and other current assets (5,250 ) (2,024 ) Decrease in other assets 58 92 Decrease in accounts payable (1,946 ) (133 ) Increase in accounts payable- affiliates 261 — Decrease in accrued liabilities (1,949 ) (2,529 ) Increase (decrease) in other liabilities 2,833 (518 ) Net cash provided by operating activities 25,658 37,569 Cash flows from investing activities: Purchases of property and equipment (1,404 ) (353 ) Net cash used in investing activities (1,404 ) (353 ) Cash flows from financing activities: Borrowings on notes payable 48,550 14,000 Payments on notes payable (35,000 ) (21,000 ) Member distributions, net (43,506 ) (32,333 ) Net cash used in financing activities (29,956 ) (39,333 ) Decreases in cash and cash equivalents (5,702 ) (2,117 ) Cash and cash equivalents—beginning of period 7,189 6,559 Cash and cash equivalents—end of period $ 1,487 $ 4,442 Cash paid during the period for: Interest $ 395 $ 395 Taxes $ 150 $ 195 -------------------------------------------------------------------------------- SPARK ENERGY, INC. OPERATING SEGMENT RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2014 AND 2013 (in millions, except per unit operating data) (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2014 2013 2014 2013 Retail Natural Gas Segment Total Revenues $ 23.2 $ 18.6 $ 85.7 $ 70.4 Retail Cost of Revenues 16.7 14.9 67.1 50.4 Less: Net Asset Optimization Revenues 0.2 (1.8 ) 1.8 (2.9 ) Less: Net Gains (Losses) on non-trading derivatives, net of cash settlements (0.8 ) (0.7 ) (1.0 ) (3.2 ) Retail Gross Margin—Gas 7.1 6.2 17.8 26.1 Retail Gross Margin-Gas per MMBtu 2.83 2.28 1.96 2.69 Retail Electricity Segment Total Revenues $ 42.8 $ 46.9 $ 86.2 $ 94.4 Retail Cost of Revenues 35.8 37.5 73.4 72.0 Less: Net Gains (Losses) on non-trading derivatives, net of cash settlements (3.8 ) (1.4 ) (4.9 ) (0.3 ) Retail Gross Margin—Electricity 10.8 10.8 17.7 22.7 Retail Gross Margin—Electricity per MWh 29.17 23.84 23.55 24.37 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 operating items. EBITDA is defined as net income before provision for income taxes, interest expense and depreciation and amortization. We deduct all current period customer acquisition costs in the Adjusted EBITDA calculation because such costs reflect a cash outlay in the year in which they are incurred, even though we capitalize such costs and amortize them over 24 months 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. 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. Although we have not historically incurred non-cash compensation expense, we expect that we will incur non-cash compensation expense for reporting periods subsequent to our initial public offering as a result of equity awards 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 a company's 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 combined financial statements, such as industry analysts, investors, commercial banks and rating agencies, use to assess the following, among other measures: •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. The GAAP measures most directly comparable to Adjusted EBITDA are net income and net cash provided by operating activities. Our non-GAAP financial measure of Adjusted EBITDA should not be considered as an alternative to net income or net cash provided by operating activities. Adjusted EBITDA is not a presentation made in accordance with GAAP and has important limitations as an analytical tool. You should not consider Adjusted EBITDA in isolation or as a substitute for analysis -------------------------------------------------------------------------------- of our results as reported under GAAP. Because Adjusted EBITDA excludes some, but not all, items that affect net income and net cash provided by operating activities, and is defined differently by different companies in our industry, our definition of Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Management compensates for the limitations of Adjusted EBITDA as an analytical tool 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 the periods indicated. APPENDIX TABLES A-1 AND A-2 ADJUSTED EBITDA RECONCILIATION (in thousands) (unaudited) Three Months Ended June 30, Six Months Ended June 30, 2014 2013 2014 2013 Reconciliation of Adjusted EBITDA to Net Income: Net Income (Loss) $ 201 $ (945 ) $ 6,709 $ 13,666 Depreciation and amortization 3,252 4,284 6,211 9,314 Interest expense 222 286 535 670 Income tax expense 132 14 164 28 EBITDA 3,807 3,639 13,619 23,678 Less: Net, Gains (losses) on derivative instruments (4,019 ) (2,884 ) 1,440 (641 ) Net, Cash settlements on derivative instruments (59 ) 661 (10,256 ) (810 ) Customer acquisition costs 6,441 646 11,668 866 Adjusted EBITDA $ 1,444 $ 5,216 $ 10,767 $ 24,263 Three Months Ended June 30, Six Months Ended June 30, 2014 2013 2014 2013 Reconciliation of Adjusted EBITDA to net cash provided by operating activities: Net cash provided by operating activities $ 19,448 $ 19,702 $ 25,658 $ 37,569 Amortization and write off of deferred financing costs (112 ) (111 ) (225 ) (231 ) Allowance for doubtful accounts and bad debt expense (1,462 ) (573 ) (2,027 ) (1,086 ) Interest expense 222 286 535 670 Income tax expense 132 14 164 28 Changes in operating working capital Accounts receivable, prepaids, current assets (40,878 ) (8,481 ) (13,770 ) (14,972 ) Inventory 4,011 2,608 (311 ) (803 ) Accounts payable and accrued liabilities 21,969 (8,349 ) 3,634 2,662 Other (1,886 ) 120 (2,891 ) 426 Adjusted EBITDA $ 1,444 $ 5,216 $ 10,767 $ 24,263 -------------------------------------------------------------------------------- Retail Gross Margin We define "Retail Gross Margin" as operating income plus (i) depreciation and amortization expenses and (ii) general and administrative expenses, less (i) net asset optimization revenues, (ii) net gains (losses) on derivative instruments, and (iii) net current period cash settlements on 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, as determined in accordance with GAAP. 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, 2014 2013 2014 2013 Reconciliation of Retail Gross Margin to Operating Income: Operating Income (loss) $ 554 $ (646 ) $ 7,337 $ 14,352 Depreciation and amortization 3,252 4,284 6,211 9,314 General and administrative 9,747 9,437 17,860 18,712 Less: Net asset optimization revenue 197 (1,782 ) 1,821 (2,939 ) Net, Gains (losses) on derivative instruments (4,438 ) (2,761 ) 7,010 (2,187 ) Net, Cash settlements on derivative instruments (97 ) 602 (12,998 ) (1,304 ) Retail Gross Margin $ 17,891 $ 17,016 $ 35,575 $ 48,808 CONTACT: Spark Energy, Inc. Investors: Andy Davis, 832-200-3727 Media: Jenn Korell, 281-833-4151