|
|
|
|
|
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))
|
Title of each class
|
|
Trading Symbols(s)
|
|
Name of exchange on which registered
|
|
Class A common stock, par value $0.01 per share
|
|
SPKE
|
|
The NASDAQ Global Select Market
|
|
8.75% Series A Fixed-to-Floating Rate
Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share
|
SPKEP
|
|
|
The NASDAQ Global Select Market
|
Exhibit No.
|
Description
|
|
|
99.1
|
Press Release of Spark Energy, Inc. dated March 4, 2020
|
Exhibit No.
|
Description
|
|
|
99.1
|
|
||
|
|
|
Spark Energy, Inc.
|
||
|
||
By:
|
|
/s/ James G. Jones II
|
Name:
|
|
James G Jones II
|
Title:
|
|
Chief Financial Officer
|
•
|
Recorded $25.7 million in Adjusted EBITDA, $64.3 million in Retail Gross Margin, and $0.7 million in Net Loss for the fourth quarter 2019
|
•
|
Recorded $92.4 million in Adjusted EBITDA, $220.7 million in Retail Gross Margin, and $14.2 million in Net Income for the year ended 2019
|
•
|
Total RCE count of 672,000 as of December 31, 2019
|
•
|
Average monthly attrition of 5.0% for the year ended December 31, 2019
|
•
|
Settled several significant legacy litigation items
|
•
|
Sold our Japanese joint venture for a pre-tax gain of $4.9 million, not included in Adjusted EBITDA
|
•
|
Total liquidity of $138.7 million
|
•
|
Approximately 70% of all new sales in 2019 were fully renewable electricity or carbon neutral natural gas
|
|
December 31,
|
||
($ in thousands)
|
2019
|
||
Cash and cash equivalents
|
$
|
56,664
|
|
Senior Credit Facility Availability (1)
|
57,068
|
|
|
Subordinated Debt Facility Availability (2)
|
25,000
|
|
|
Total Liquidity
|
$
|
138,732
|
|
•
|
changes in commodity prices
|
•
|
the sufficiency of risk management and hedging policies and practices;
|
•
|
the impact of extreme and unpredictable weather conditions, including hurricanes and other natural disasters;
|
•
|
federal, state and local regulation, including the industry's ability to address or adapt to potentially restrictive new regulations that may be enacted by public utility commissions;
|
•
|
our ability to borrow funds and access credit markets;
|
•
|
restrictions in our debt agreements and collateral requirements;
|
•
|
credit risk with respect to suppliers and customers;
|
•
|
changes in costs to acquire customers and actual attrition rates;
|
•
|
accuracy of billing systems;
|
•
|
ability to successfully identify, complete, and efficiently integrate acquisitions into our operations;
|
•
|
significant changes in, or new changes by, the ISOs in the regions 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.
|
|
December 31, 2019
|
|
|
December 31, 2018
|
|||||
Assets
|
|
|
|
|
|||||
Current assets:
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
56,664
|
|
|
|
|
$
|
41,002
|
|
Restricted cash
|
1,004
|
|
|
|
|
8,636
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $4,797 and $3,353 as of December 31, 2019 and 2018, respectively
|
113,635
|
|
|
|
|
150,866
|
|
||
Accounts receivable—affiliates
|
2,032
|
|
|
|
|
2,558
|
|
||
Inventory
|
2,954
|
|
|
|
|
3,878
|
|
||
Fair value of derivative assets
|
464
|
|
|
|
|
7,289
|
|
||
Customer acquisition costs, net
|
8,649
|
|
|
|
|
14,431
|
|
||
Customer relationships, net
|
13,607
|
|
|
|
|
16,630
|
|
||
Deposits
|
6,806
|
|
|
|
|
9,226
|
|
||
Renewable energy credit asset
|
24,204
|
|
|
|
|
25,717
|
|
||
Other current assets
|
6,109
|
|
|
|
|
11,747
|
|
||
Total current assets
|
236,128
|
|
|
|
|
291,980
|
|
||
Property and equipment, net
|
3,267
|
|
|
|
|
4,366
|
|
||
Fair value of derivative assets
|
106
|
|
|
|
|
3,276
|
|
||
Customer acquisition costs, net
|
9,845
|
|
|
|
|
3,893
|
|
||
Customer relationships, net
|
17,767
|
|
|
|
|
26,429
|
|
||
Deferred tax assets
|
29,865
|
|
|
|
|
27,321
|
|
||
Goodwill
|
120,343
|
|
|
|
|
120,343
|
|
||
Other assets
|
5,647
|
|
|
|
|
11,130
|
|
||
Total Assets
|
$
|
422,968
|
|
|
|
|
$
|
488,738
|
|
Liabilities, Series A Preferred Stock and Stockholders' Equity
|
|
|
|
|
|||||
Current liabilities:
|
|
|
|
|
|||||
Accounts payable
|
$
|
48,245
|
|
|
|
|
$
|
68,790
|
|
Accounts payable—affiliates
|
1,009
|
|
|
|
|
2,464
|
|
||
Accrued liabilities
|
37,941
|
|
|
|
|
10,845
|
|
||
Renewable energy credit liability
|
33,120
|
|
|
|
|
42,805
|
|
||
Fair value of derivative liabilities
|
19,943
|
|
|
|
|
6,478
|
|
||
Current payable pursuant to tax receivable agreement—affiliates
|
—
|
|
|
|
|
1,658
|
|
||
Current contingent consideration for acquisitions
|
—
|
|
|
|
|
1,328
|
|
||
Current portion of note payable
|
—
|
|
|
|
|
6,936
|
|
||
Other current liabilities
|
1,697
|
|
|
|
|
647
|
|
||
Total current liabilities
|
141,955
|
|
|
|
|
141,951
|
|
||
Long-term liabilities:
|
|
|
|
|
|||||
Fair value of derivative liabilities
|
495
|
|
|
|
|
106
|
|
||
Payable pursuant to tax receivable agreement—affiliates
|
—
|
|
|
|
|
25,917
|
|
||
Long-term portion of Senior Credit Facility
|
123,000
|
|
|
|
|
129,500
|
|
||
Subordinated debt—affiliate
|
—
|
|
|
|
|
10,000
|
|
||
Other long-term liabilities
|
217
|
|
|
|
|
212
|
|
||
Total liabilities
|
265,667
|
|
|
|
|
307,686
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
|
|||||
Series A Preferred Stock, par value $0.01 per share, 20,000,000 shares authorized, 3,707,256 shares issued and 3,677,318 shares outstanding at December 31, 2019 and 3,707,256 shares issued and outstanding at December 31, 2018
|
90,015
|
|
|
|
|
90,758
|
|
||
Stockholders' equity:
|
|
|
|
|
|||||
Common Stock :
|
|
|
|
|
|||||
Class A common stock, par value $0.01 per share, 120,000,000 shares authorized, 14,478,999 issued and 14,379,553 outstanding at December 31, 2019 and 14,178,284 issued and 14,078,838 outstanding at December 31, 2018
|
145
|
|
|
|
|
142
|
|
||
Class B common stock, par value $0.01 per share, 60,000,000 shares authorized, 20,800,000 issued and outstanding at December 31, 2019 and 20,800,000 issued and outstanding at December 31, 2018
|
209
|
|
|
|
|
209
|
|
||
Additional paid-in capital
|
51,842
|
|
|
|
|
46,157
|
|
||
Accumulated other comprehensive (loss)/income
|
(40
|
|
)
|
|
|
2
|
|
||
Retained earnings
|
1,074
|
|
|
|
|
1,307
|
|
||
Treasury stock, at cost, 99,446 shares at December 31, 2019 and December 31, 2018
|
(2,011
|
|
)
|
|
|
(2,011
|
)
|
||
Total stockholders' equity
|
51,219
|
|
|
|
|
45,806
|
|
||
Non-controlling interest in Spark HoldCo, LLC
|
16,067
|
|
|
|
|
44,488
|
|
||
Total equity
|
67,286
|
|
|
|
|
90,294
|
|
||
Total Liabilities, Series A Preferred Stock and stockholders' equity
|
$
|
422,968
|
|
|
|
|
$
|
488,738
|
|
|
Year Ended December 31,
|
|||||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||||
Revenues:
|
|
|
|
|
|
|||||||||
Retail revenues
|
$
|
810,954
|
|
|
|
$
|
1,001,417
|
|
|
|
$
|
798,772
|
|
|
Net asset optimization revenues (expense)
|
2,771
|
|
|
|
4,511
|
|
|
|
(717
|
|
)
|
|||
Total revenues
|
813,725
|
|
|
|
1,005,928
|
|
|
|
798,055
|
|
|
|||
Operating expenses:
|
|
|
|
|
|
|||||||||
Retail cost of revenues
|
615,225
|
|
|
|
845,493
|
|
|
|
552,167
|
|
|
|||
General and administrative
|
133,534
|
|
|
|
111,431
|
|
|
|
101,127
|
|
|
|||
Depreciation and amortization
|
40,987
|
|
|
|
52,658
|
|
|
|
42,341
|
|
|
|||
Total operating expenses
|
789,746
|
|
|
|
1,009,582
|
|
|
|
695,635
|
|
|
|||
Operating income (loss)
|
23,979
|
|
|
|
(3,654
|
|
)
|
|
102,420
|
|
|
|||
Other (expense)/income:
|
|
|
|
|
|
|||||||||
Interest expense
|
(8,621
|
|
)
|
|
(9,410
|
|
)
|
|
(11,134
|
|
)
|
|||
Change in tax receivable agreement liability
|
—
|
|
|
|
—
|
|
|
|
22,267
|
|
|
|||
Gain on disposal of eRex
|
4,862
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
Total other income/(expense)
|
1,250
|
|
|
|
749
|
|
|
|
256
|
|
|
|||
Total other (expense)/income
|
(2,509
|
|
)
|
|
(8,661
|
|
)
|
|
11,389
|
|
|
|||
Income (loss) before income tax expense
|
21,470
|
|
|
|
(12,315
|
|
)
|
|
113,809
|
|
|
|||
Income tax expense
|
7,257
|
|
|
|
2,077
|
|
|
|
38,765
|
|
|
|||
Net income (loss)
|
$
|
14,213
|
|
|
|
$
|
(14,392
|
|
)
|
|
$
|
75,044
|
|
|
Less: Net income (loss) attributable to non-controlling interest
|
5,763
|
|
|
|
(13,206
|
|
)
|
|
55,799
|
|
|
|||
Net income (loss) attributable to Spark Energy, Inc. stockholders
|
$
|
8,450
|
|
|
|
$
|
(1,186
|
|
)
|
|
$
|
19,245
|
|
|
Less: Dividend on Series A preferred stock
|
8,091
|
|
|
|
8,109
|
|
|
|
3,038
|
|
|
|||
Net income (loss) attributable to stockholders of Class A common stock
|
$
|
359
|
|
|
|
$
|
(9,295
|
|
)
|
|
$
|
16,207
|
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
|||||||||
Currency translation (loss) gain
|
(102
|
|
)
|
|
31
|
|
|
|
(59
|
|
)
|
|||
Other comprehensive (loss) income
|
(102
|
|
)
|
|
31
|
|
|
|
(59
|
|
)
|
|||
Comprehensive income (loss)
|
$
|
14,111
|
|
|
|
$
|
(14,361
|
|
)
|
|
$
|
74,985
|
|
|
Less: Comprehensive income (loss) attributable to non-controlling interest
|
5,703
|
|
|
|
(13,188
|
|
)
|
|
55,762
|
|
|
|||
Comprehensive income (loss) attributable to Spark Energy, Inc. stockholders
|
$
|
8,408
|
|
|
|
$
|
(1,173
|
|
)
|
|
$
|
19,223
|
|
|
|
|
|
|
|
|
|||||||||
Net income (loss) attributable to Spark Energy, Inc. per share of Class A common stock
|
|
|
|
|
|
|||||||||
Basic
|
$
|
0.03
|
|
|
|
$
|
(0.69
|
|
)
|
|
$
|
1.23
|
|
|
Diluted
|
$
|
0.02
|
|
|
|
$
|
(0.69
|
|
)
|
|
$
|
1.21
|
|
|
|
|
|
|
|
|
|||||||||
Weighted average shares of Class A common stock outstanding
|
|
|
|
|
|
|||||||||
Basic
|
14,286
|
|
|
|
13,390
|
|
|
|
13,143
|
|
|
|||
Diluted
|
14,568
|
|
|
|
13,390
|
|
|
|
13,346
|
|
|
|
Year Ended December 31,
|
|||||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|||||||||
Net income (loss)
|
$
|
14,213
|
|
|
|
$
|
(14,392
|
|
)
|
|
$
|
75,044
|
|
|
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities:
|
|
|
|
|
|
|||||||||
Depreciation and amortization expense
|
41,002
|
|
|
|
51,436
|
|
|
|
42,666
|
|
|
|||
Deferred income taxes
|
(6,929
|
|
)
|
|
(2,328
|
|
)
|
|
29,821
|
|
|
|||
Change in TRA liability
|
—
|
|
|
|
—
|
|
|
|
(22,267
|
|
)
|
|||
Stock based compensation
|
5,487
|
|
|
|
5,879
|
|
|
|
5,058
|
|
|
|||
Amortization of deferred financing costs
|
1,275
|
|
|
|
1,291
|
|
|
|
1,035
|
|
|
|||
Change in fair value of earnout liabilities
|
(1,328
|
|
)
|
|
(1,715
|
|
)
|
|
(7,898
|
|
)
|
|||
Accretion on fair value of earnout liabilities
|
—
|
|
|
|
—
|
|
|
|
4,108
|
|
|
|||
Excess tax expense (benefit) related to restricted stock vesting
|
50
|
|
|
|
(101
|
|
)
|
|
179
|
|
|
|||
Bad debt expense
|
13,532
|
|
|
|
10,135
|
|
|
|
6,550
|
|
|
|||
Loss (gain) on derivatives, net
|
67,749
|
|
|
|
18,170
|
|
|
|
(5,008
|
|
)
|
|||
Current period cash settlements on derivatives, net
|
(41,919
|
|
)
|
|
11,038
|
|
|
|
(19,598
|
|
)
|
|||
Accretion of discount to convertible subordinated notes to affiliate
|
—
|
|
|
|
—
|
|
|
|
1,004
|
|
|
|||
Earnout payments
|
—
|
|
|
|
—
|
|
|
|
(1,781
|
|
)
|
|||
Gain on disposal of eRex
|
(4,862
|
|
)
|
|
—
|
|
|
|
—
|
|
|
|||
Other
|
(776
|
|
)
|
|
(882
|
|
)
|
|
(5
|
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|||||||||
Decrease (increase) in accounts receivable
|
23,699
|
|
|
|
2,692
|
|
|
|
(32,361
|
|
)
|
|||
Decrease (increase) in accounts receivable—affiliates
|
526
|
|
|
|
859
|
|
|
|
(1,459
|
|
)
|
|||
Decrease (increase) in inventory
|
924
|
|
|
|
674
|
|
|
|
(718
|
|
)
|
|||
Increase in customer acquisition costs
|
(18,685
|
|
)
|
|
(13,673
|
|
)
|
|
(25,874
|
|
)
|
|||
Decrease (increase) in prepaid and other current assets
|
9,250
|
|
|
|
(14,033
|
|
)
|
|
1,915
|
|
|
|||
Decrease (increase) in other assets
|
55
|
|
|
|
(335
|
|
)
|
|
(465
|
|
)
|
|||
(Decrease) increase in accounts payable and accrued liabilities
|
(8,620
|
|
)
|
|
10,301
|
|
|
|
14,831
|
|
|
|||
(Decrease) increase in accounts payable—affiliates
|
(1,455
|
|
)
|
|
(2,158
|
|
)
|
|
51
|
|
|
|||
Decrease in other current liabilities
|
(1,459
|
|
)
|
|
(3,050
|
|
)
|
|
(1,210
|
|
)
|
|||
Increase (decrease) in other non-current liabilities
|
6
|
|
|
|
41
|
|
|
|
(1,487
|
|
)
|
|||
Decrease in intangible assets—customer acquisitions
|
—
|
|
|
|
(86
|
|
)
|
|
—
|
|
|
|||
Net cash provided by operating activities
|
91,735
|
|
|
|
59,763
|
|
|
|
62,131
|
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|||||||||
Purchases of property and equipment
|
(1,120
|
|
)
|
|
(1,429
|
|
)
|
|
(1,704
|
|
)
|
|||
Cash paid for acquisitions
|
—
|
|
|
|
(17,552
|
|
)
|
|
(75,854
|
|
)
|
|||
Acquisition of Starion Customers
|
(5,913
|
|
)
|
|
—
|
|
|
|
—
|
|
|
|||
Disposal of eRex investment
|
8,431
|
|
|
|
—
|
|
|
|
—
|
|
|
|||
Net cash provided by (used in) investing activities
|
1,398
|
|
|
|
(18,981
|
|
)
|
|
(77,558
|
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|||||||||
Proceeds from (buyback) issuance of Series A Preferred Stock, net of issuance costs paid
|
(743
|
|
)
|
|
48,490
|
|
|
|
40,241
|
|
|
|||
Payment to affiliates for acquisition of customer book
|
(10
|
|
)
|
|
(7,129
|
|
)
|
|
—
|
|
|
|||
Borrowings on notes payable
|
356,000
|
|
|
|
417,300
|
|
|
|
206,400
|
|
|
|||
Payments on notes payable
|
(362,500
|
|
)
|
|
(403,050
|
|
)
|
|
(152,939
|
|
)
|
|||
Earnout Payments
|
—
|
|
|
|
(1,607
|
|
)
|
|
(18,418
|
|
)
|
|||
Net paydown on subordinated debt facility
|
(10,000
|
|
)
|
|
—
|
|
|
|
—
|
|
|
|||
Payments on the Verde promissory note
|
(2,036
|
|
)
|
|
(13,422
|
|
)
|
|
—
|
|
|
|||
Restricted stock vesting
|
(1,348
|
|
)
|
|
(2,895
|
|
)
|
|
(3,091
|
|
)
|
|||
Proceeds from disgorgement of stockholders short-swing profits
|
55
|
|
|
|
244
|
|
|
|
1,129
|
|
|
|||
Payment of Tax Receivable Agreement Liability
|
(11,239
|
|
)
|
|
(6,219
|
|
)
|
|
—
|
|
|
|||
Payment of dividends to Class A common stockholders
|
(10,382
|
|
)
|
|
(9,783
|
|
)
|
|
(9,519
|
|
)
|
|||
Payment of distributions to non-controlling unitholders
|
(34,794
|
|
)
|
|
(35,478
|
|
)
|
|
(33,800
|
|
)
|
|||
Payment of Preferred Stock dividends
|
(8,106
|
|
)
|
|
(7,014
|
|
)
|
|
(2,106
|
|
)
|
|||
Purchase of Treasury Stock
|
—
|
|
|
|
—
|
|
|
|
(2,011
|
|
)
|
Net cash (used in) provided by financing activities
|
(85,103
|
|
)
|
|
(20,563
|
|
)
|
|
25,886
|
|
|
|||
Increase in Cash and cash equivalents and Restricted Cash
|
8,030
|
|
|
|
20,219
|
|
|
|
10,459
|
|
|
|||
Cash and cash equivalents and Restricted cash—beginning of period
|
49,638
|
|
|
|
29,419
|
|
|
|
18,960
|
|
|
|||
Cash and cash equivalents and Restricted cash—end of period
|
$
|
57,668
|
|
|
|
$
|
49,638
|
|
|
|
$
|
29,419
|
|
|
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
|||||||||
Non-cash items:
|
|
|
|
|
|
|||||||||
Property and equipment purchase accrual
|
$
|
92
|
|
|
|
$
|
(123
|
|
)
|
|
$
|
91
|
|
|
Holdback for Verde Note—Indemnified Matters
|
$
|
4,900
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
Write-off of tax benefit related to tax receivable agreement liability—affiliates
|
$
|
4,384
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
Gain on settlement of tax receivable agreement liability—affiliates
|
$
|
16,336
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
Net contribution by NG&E in excess of cash
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
274
|
|
|
Installment consideration incurred in connection with the Verde Companies acquisition and Verde Earnout Termination Note
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
19,994
|
|
|
Tax benefit from tax receivable agreement
|
$
|
—
|
|
|
|
$
|
(1,508
|
|
)
|
|
$
|
(1,802
|
|
)
|
Liability due to tax receivable agreement
|
$
|
—
|
|
|
|
$
|
1,642
|
|
|
|
$
|
4,674
|
|
|
|
|
|
|
|
|
|||||||||
Cash paid during the period for:
|
|
|
|
|
|
|||||||||
Interest
|
$
|
6,634
|
|
|
|
$
|
7,883
|
|
|
|
$
|
5,715
|
|
|
Taxes
|
$
|
7,516
|
|
|
|
$
|
8,561
|
|
|
|
$
|
11,205
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands, except volume and per unit operating data)
|
||||||||||
Retail Electricity Segment
|
|
|
|
|
|
||||||
Total Revenues
|
$
|
688,451
|
|
|
$
|
863,451
|
|
|
$
|
657,566
|
|
Retail Cost of Revenues
|
552,250
|
|
|
762,771
|
|
|
477,012
|
|
|||
Less: Net (Losses) Gains on non-trading derivatives, net of cash settlements
|
(24,339
|
)
|
|
(23,988
|
)
|
|
22,086
|
|
|||
Retail Gross Margin (1) —Electricity
|
$
|
160,540
|
|
|
$
|
124,668
|
|
|
$
|
158,468
|
|
Volumes—Electricity (MWhs)
|
6,416,568
|
|
|
8,630,653
|
|
|
6,755,663
|
|
|||
Retail Gross Margin (2) —Electricity per MWh
|
$
|
25.02
|
|
|
$
|
14.44
|
|
|
$
|
23.46
|
|
|
|
|
|
|
|
||||||
Retail Natural Gas Segment
|
|
|
|
|
|
||||||
Total Revenues
|
$
|
122,503
|
|
|
$
|
137,966
|
|
|
$
|
141,206
|
|
Retail Cost of Revenues
|
62,975
|
|
|
82,722
|
|
|
75,155
|
|
|||
Less: Net (Losses) Gains on non-trading derivatives, net of cash settlements
|
(672
|
)
|
|
(5,197
|
)
|
|
10
|
|
|||
Retail Gross Margin (1) —Gas
|
$
|
60,200
|
|
|
$
|
60,441
|
|
|
$
|
66,041
|
|
Volumes—Gas (MMBtus)
|
14,543,563
|
|
|
16,778,393
|
|
|
18,203,684
|
|
|||
Retail Gross Margin (2) —Gas per MMBtu
|
$
|
4.14
|
|
|
$
|
3.60
|
|
|
$
|
3.63
|
|
•
|
our operating performance as compared to other publicly traded companies in the retail energy industry, without regard to financing methods, capital structure or historical cost basis;
|
•
|
the ability of our assets to generate earnings sufficient to support our proposed cash dividends;
|
•
|
our ability to fund capital expenditures (including customer acquisition costs) and incur and service debt; and
|
•
|
our compliance with financial debt covenants
|
|
Year Ended December 31,
|
|
Quarter Ended December 31,
|
|||||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2019
|
2018
|
||||||||||
Reconciliation of Adjusted EBITDA to Net Income (Loss):
|
|
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
14,213
|
|
|
$
|
(14,392
|
|
)
|
|
$
|
(724
|
)
|
$
|
(15,315
|
|
)
|
Depreciation and amortization
|
40,987
|
|
|
52,658
|
|
|
|
9,024
|
|
12,861
|
|
|
||||
Interest expense
|
8,621
|
|
|
9,410
|
|
|
|
2,229
|
|
2,087
|
|
|
||||
Income tax expense
|
7,257
|
|
|
2,077
|
|
|
|
4,235
|
|
1,475
|
|
|
||||
EBITDA
|
71,078
|
|
|
49,753
|
|
|
|
14,764
|
|
1,108
|
|
|
||||
Less:
|
|
|
|
|
|
|
||||||||||
Net, (Losses) gains on derivative instruments
|
(67,749
|
)
|
|
(18,170
|
|
)
|
|
(25,059
|
)
|
(16,799
|
|
)
|
||||
Net, Cash settlements on derivative instruments
|
42,820
|
|
|
(10,587
|
|
)
|
|
9,305
|
|
(4,764
|
|
)
|
||||
Customer acquisition costs
|
18,685
|
|
|
13,673
|
|
|
|
5,077
|
|
4,724
|
|
|
||||
Plus:
|
|
|
|
|
|
|
||||||||||
Non-cash compensation expense
|
5,487
|
|
|
5,879
|
|
|
|
1,433
|
|
2,172
|
|
|
||||
Non-recurring legal and regulatory settlements
|
14,457
|
|
|
—
|
|
|
|
3,650
|
|
—
|
|
|
||||
Gain on disposal of eRex
|
(4,862
|
)
|
|
—
|
|
|
|
(4,862
|
)
|
—
|
|
|
||||
Adjusted EBITDA
|
$
|
92,404
|
|
|
$
|
70,716
|
|
|
|
$
|
25,662
|
|
$
|
20,119
|
|
|
|
Year Ended December 31,
|
|
Quarter Ended December 31,
|
|||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2019
|
2018
|
||||||||
Reconciliation of Adjusted EBITDA to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||||
Net cash provided by operating activities
|
$
|
91,735
|
|
|
$
|
59,763
|
|
|
$
|
14,650
|
|
$
|
17,910
|
|
Amortization of deferred financing costs
|
(1,275
|
)
|
|
(1,291
|
)
|
|
(273
|
)
|
(48
|
)
|
||||
Bad debt expense
|
(13,532
|
)
|
|
(10,135
|
)
|
|
(4,347
|
)
|
(1,655
|
)
|
||||
Interest expense
|
8,621
|
|
|
9,410
|
|
|
2,229
|
|
2,087
|
|
||||
Income tax expense
|
7,257
|
|
|
2,077
|
|
|
4,235
|
|
1,475
|
|
||||
Changes in operating working capital
|
|
|
|
|
|
|
||||||||
Accounts receivable, prepaids, current assets
|
(33,475
|
)
|
|
10,482
|
|
|
16,883
|
|
20,122
|
|
||||
Inventory
|
(924
|
)
|
|
(674
|
)
|
|
(626
|
)
|
(199
|
)
|
||||
Accounts payable and accrued liabilities
|
11,534
|
|
|
(5,093
|
)
|
|
(18,675
|
)
|
(23,081
|
)
|
||||
Other
|
22,463
|
|
|
6,177
|
|
|
11,586
|
|
3,508
|
|
||||
Adjusted EBITDA
|
$
|
92,404
|
|
|
$
|
70,716
|
|
|
$
|
25,662
|
|
$
|
20,119
|
|
Cash Flow Data:
|
|
|
|
|
|
|
||||||||
Cash flows provided by operating activities
|
$
|
91,735
|
|
|
$
|
59,763
|
|
|
$
|
14,650
|
|
$
|
17,910
|
|
Cash flows provided by (used in) investing activities
|
$
|
1,398
|
|
|
$
|
(18,981
|
)
|
|
$
|
7,888
|
|
$
|
4,712
|
|
Cash flows (used in) provided by financing activities
|
$
|
(85,103
|
)
|
|
$
|
(20,563
|
)
|
|
$
|
(8,452
|
)
|
$
|
(15,780
|
)
|
|
Year Ended December 31,
|
|
Quarter Ended December 31,
|
|||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2019
|
2018
|
||||||||
Reconciliation of Retail Gross Margin to Operating Income (Loss):
|
|
|
|
|
|
|
||||||||
Operating income (loss)
|
$
|
23,979
|
|
|
$
|
(3,654
|
)
|
|
$
|
633
|
|
$
|
(11,795
|
)
|
Plus:
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
40,987
|
|
|
52,658
|
|
|
9,024
|
|
12,861
|
|
||||
General and administrative expense
|
133,534
|
|
|
111,431
|
|
|
39,182
|
|
27,909
|
|
||||
Less:
|
|
|
|
|
|
|
||||||||
Net asset optimization revenue (expense)
|
2,771
|
|
|
4,511
|
|
|
529
|
|
713
|
|
||||
(Losses) gains on non-trading derivative instruments
|
(67,955
|
)
|
|
(19,571
|
)
|
|
(25,214
|
)
|
(17,348
|
)
|
||||
Cash settlements on non-trading derivative instruments
|
42,944
|
|
|
(9,614
|
)
|
|
9,267
|
|
(4,560
|
)
|
||||
Retail Gross Margin
|
$
|
220,740
|
|
|
$
|
185,109
|
|
|
$
|
64,257
|
|
$
|
50,170
|
|
Retail Gross Margin - Retail Electricity Segment
|
$
|
160,540
|
|
|
$
|
124,668
|
|
|
$
|
43,810
|
|
$
|
32,055
|
|
Retail Gross Margin - Retail Natural Gas Segment
|
$
|
60,200
|
|
|
$
|
60,441
|
|
|
$
|
20,447
|
|
$
|
18,115
|
|