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Delaware
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001-36559
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46-5453215
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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(d)
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Exhibits.
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Exhibit No.
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Description
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99.1
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Press Release of Spark Energy, Inc. dated May 13, 2015
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Dated: May 14, 2015
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Spark Energy, Inc.
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By:
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/s/ Georganne Hodges
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Name:
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Georganne Hodges
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Title:
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Chief Financial Officer
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(Principal Financial Officer and Principal Accounting Officer)
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Exhibit No.
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Description
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99.1
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Press Release of Spark Energy, Inc. dated May 13, 2015
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•
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$10.2 million in Adjusted EBITDA and $27.9 million in Retail Gross Margin
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•
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Expanded margins in retail electricity and retail natural gas segments
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•
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Completed customer portfolio acquisition of approximately 30,700 natural gas customers
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•
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Strong cash flow during the quarter allowed us to reduce the working capital facility loan balance by $13.0 million
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•
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Invested $5.6 million in organic customer acquisitions
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•
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Paid fourth quarter dividend of $0.3625 per share of Class A common stock on March 16, 2015
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(in thousands)
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March 31, 2015
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Cash and cash equivalents
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$
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5,179
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Senior Credit Facility Availability
(1)
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37,500
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Total Liquidity
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$
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42,679
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(1)
Subject to Senior Credit Facility borrowing base restrictions
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•
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changes in commodity prices,
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•
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extreme and unpredictable weather conditions,
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•
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the sufficiency of risk management and hedging policies,
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•
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customer concentration,
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•
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federal, state and local regulation,
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•
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key license retention,
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•
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increased regulatory scrutiny and compliance costs,
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•
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our ability to borrow funds and access credit markets,
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•
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restrictions in our debt agreements and collateral requirements,
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•
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credit risk with respect to suppliers and customers,
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•
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level of indebtedness,
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•
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changes in costs to acquire customers,
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•
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actual customer attrition rates,
|
•
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actual bad debt expense in non-POR markets,
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•
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accuracy of internal billing systems,
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•
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ability to successfully navigate entry into new markets,
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•
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whether our majority shareholder or its affiliates offers us acquisition opportunities on terms that are commercially acceptable to us,
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•
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competition, and
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•
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other factors discussed in "Risk Factors" in our Form 10-K for the year ended December 31, 2014.
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Preferred stock, par value $0.01 per share, 20,000,000 shares authorized, zero issued and outstanding at March 31, 2015 and December 31, 2014
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--
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--
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Additional paid-in capital
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9,635
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9,296
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Retained earnings (deficit)
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546
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(775)
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Total stockholders' equity
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10,319
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8,659
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Non-controlling interest in Spark HoldCo, LLC
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22,081
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15,458
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Total equity
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32,400
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24,117
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Total Liabilities and Stockholders' Equity
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$ 125,691
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$ 138,397
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SPARK ENERGY, INC.
CONDENSED COMBINED AND CONSOLIDATED STATEMENTS OF OPERATIONS FOR THREE MONTHS ENDED MARCH 31, 2015 AND 2014 (in thousands, except per share data) (unaudited) |
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Three Months Ended March 31,
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2015
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2014
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Revenues:
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Retail revenues (including retail revenues—affiliates of $0 and $1,489 for the three months ended March 31, 2015 and 2014, respectively)
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$ 99,874
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$ 104,352
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Net asset optimization revenues (expenses) (including asset optimization revenues—affiliates of $489 and $2,500 for the three months ended March 31, 2015 and 2014, respectively, and asset optimization revenues—affiliates cost of revenues of $3,093 and $8,089 for the three months ended March 31, 2015 and 2014, respectively)
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1,929
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1,624
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Total Revenues
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101,803
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105,976
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Operating Expenses:
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Retail cost of revenues (including retail cost of revenues—affiliates of less than $0.1 million for both the three months ended March 31, 2015 and 2014)
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69,085
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88,121
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General and administrative (including general and administrative expense—affiliates of $0 and $0.1 million for the three months ended March 31, 2015 and 2014, respectively)
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14,704
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8,113
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Depreciation and amortization
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4,278
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2,959
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Total Operating Expenses
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88,067
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99,193
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Operating income
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13,736
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6,783
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Other (expense)/income:
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Interest expense
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(381)
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(313)
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Interest and other income
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135
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70
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Total other expenses
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(246)
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(243)
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Income before income tax expense
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13,490
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6,540
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Income tax expense
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561
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32
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Net income
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$ 12,929
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$ 6,508
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Less: Net income attributable to non-controlling interests
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10,520
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--
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Net income attributable to Spark Energy, Inc. stockholders
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$ 2,409
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$ 6,508
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Net income attributable to Spark Energy, Inc. per share of Class A common stock
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Basic
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$ 0.80
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Diluted
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$ 0.80
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Weighted average shares of Class A common stock outstanding
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Basic
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3,000
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Diluted
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3,000
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SPARK ENERGY, INC.
CONDENSED COMBINED AND CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2015 (in thousands) (unaudited) |
||||||||||
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Issued Shares of
Class A Common Stock |
Issued Shares of Class B Common Stock
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Issued Shares of
Preferred Stock |
Class A Common
Stock |
Class B Common
Stock |
Additional Paid
In Capital |
Retained
Earnings (Deficit) |
Total Stockholders Equity
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Non-controlling
Interest |
Total Equity
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Balance at 12/31/14:
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3,000
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10,750
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--
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$ 30
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$ 108
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$ 9,296
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$ (775)
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$ 8,659
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$ 15,458
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$ 24,117
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Stock based compensation
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--
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--
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--
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--
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--
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339
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--
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339
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--
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339
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Consolidated net income
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--
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--
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--
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--
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--
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--
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2,409
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2,409
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10,520
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12,929
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Distributions paid to Class B non-controlling unit holders
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--
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--
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--
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--
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--
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--
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--
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--
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(3,897)
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(3,897)
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Dividends paid to Class A common shareholders
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--
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--
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--
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--
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--
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--
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(1,088)
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(1,088)
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--
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(1,088)
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Balance at 3/31/15:
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3,000
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10,750
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--
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$ 30
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$ 108
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$ 9,635
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$ 546
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$ 10,319
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$ 22,081
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$ 32,400
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SPARK ENERGY, INC.
CONDENSED COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014 (in thousands) (unaudited) |
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Three Months Ended March 31,
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2015
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2014
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Cash flows from operating activities:
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Net income
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$ 12,929
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$ 6,508
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Adjustments to reconcile net income to net cash flows provided by operating activities:
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Depreciation and amortization expense
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4,278
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2,959
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Deferred income taxes
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(159)
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--
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Stock based compensation
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550
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--
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Amortization of deferred financing costs
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50
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113
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Bad debt expense
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2,947
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565
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Gain (loss) on derivatives, net
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1,305
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(5,460)
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Current period cash settlements on derivatives, net
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(4,191)
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10,197
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Changes in assets and liabilities:
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Decrease in restricted cash
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707
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--
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Decrease (increase) in accounts receivable
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1,924
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(25,257)
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Decrease (increase) in accounts receivable—affiliates
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207
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(535)
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Decrease in inventory
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7,521
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4,322
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Increase in customer acquisition costs
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(5,629)
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(5,227)
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Decrease (increase) in prepaid and other current assets
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2,621
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(1,316)
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Increase in intangible assets—customer acquisitions
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(676)
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--
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Increase in other assets
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--
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(31)
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Increase (decrease) in accounts payable and accrued liabilities
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(6,226)
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18,335
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Increase in accounts payable—affiliates
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415
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--
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Increase (decrease) in other current liabilities
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673
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1,036
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Net cash provided by operating activities
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19,246
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6,209
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Cash flows from investing activities:
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Purchases of property and equipment
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(441)
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(787)
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Net cash used in investing activities
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(441)
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(787)
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Cash flows from financing activities:
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Borrowings on notes payable
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3,000
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24,500
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Payments on notes payable
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(16,000)
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(18,000)
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Member contributions (distributions), net
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--
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(14,356)
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Payment of dividends to Class A common shareholders
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(1,088)
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--
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Payment of distributions to Class B unitholders
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(3,897)
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--
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Net cash used in financing activities
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(17,985)
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(7,856)
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Decreases in cash and cash equivalents
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820
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(2,434)
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Cash and cash equivalents—beginning of period
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4,359
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7,189
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Cash and cash equivalents—end of period
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$ 5,179
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$ 4,755
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Supplemental Disclosure of Cash Flow Information:
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Non cash items:
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Property and equipment purchase accrual
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$ 19
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$ --
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Cash paid during the period for:
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Interest
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$ 366
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$ 267
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SPARK ENERGY, INC.
OPERATING SEGMENT RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014 (in thousands, except per unit operating data) (unaudited) |
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Three Months Ended March 31,
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2015
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2014
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Retail Natural Gas Segment
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Total Revenues
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$ 57,354
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$ 62,528
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Retail Cost of Revenues
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33,466
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50,622
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Less: Net Asset Optimization Revenues
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1,929
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1,624
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Less: Net Gains (Losses) on non-trading derivatives, net of cash settlements
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3,647
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(308)
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Retail Gross Margin—Gas
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$ 18,312
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$ 10,590
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Volumes—Gas (MMBtu's)
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6,564,045
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6,593,580
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Retail Gross Margin—Gas ($/MMBtu)
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$ 2.79
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$ 1.61
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Retail Electricity Segment
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Total Revenues
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$ 44,449
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$ 43,448
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Retail Cost of Revenues
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35,619
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37,499
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Less: Net Gains (Losses) on non-trading derivatives, net of cash settlements
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(732)
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(1,145)
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Retail Gross Margin—Electricity
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$ 9,562
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$ 7,094
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Volumes—Electricity (MWh's)
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372,851
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384,275
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Retail Gross Margin—Electricity ($/MWh)
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$ 25.65
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$ 18.46
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•
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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;
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•
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the ability of our assets to generate earnings sufficient to support our proposed cash dividends; and
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•
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our ability to fund capital expenditures (including customer acquisition costs) and incur and service debt.
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APPENDIX TABLES A-1 AND A-2
ADJUSTED EBITDA RECONCILIATIONS (in thousands) (unaudited) |
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Three Months Ended March 31,
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2015
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2014
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Reconciliation of Adjusted EBITDA to Net Income:
|
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Net income
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$ 12,929
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$ 6,508
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Depreciation and amortization
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4,278
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2,959
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Interest expense
|
381
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313
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Income tax expense
|
561
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32
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EBITDA
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18,149
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9,812
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Less:
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Net, Gains (losses) on derivative instruments
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(1,305)
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5,460
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Net, Cash settlements on derivative instruments
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4,191
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(10,197)
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Customer acquisition costs
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5,629
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5,227
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Plus:
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Non-cash compensation expense
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550
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--
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Adjusted EBITDA
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$ 10,184
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$ 9,322
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Three Months Ended March 31,
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2015
|
2014
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Reconciliation of Adjusted EBITDA to net cash provided by operating activities:
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Net cash provided by operating activities
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$ 19,246
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$ 6,209
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Amortization and write off of deferred financing costs
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(50)
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(113)
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Allowance for doubtful accounts and bad debt expense
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(2,947)
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(565)
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Interest expense
|
381
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313
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Income tax expense
|
561
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32
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Changes in operating working capital
|
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Accounts receivable, prepaids, current assets
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(4,783)
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27,108
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Inventory
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(7,521)
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(4,322)
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Accounts payable and accrued liabilities
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5,811
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(18,335)
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Other
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(514)
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(1,005)
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Adjusted EBITDA
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$ 10,184
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$ 9,322
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APPENDIX TABLE A-3
RETAIL GROSS MARGIN RECONCILIATION (in thousands) (unaudited) |
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Three Months Ended March 31,
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2015
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2014
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Reconciliation of Retail Gross Margin to Operating Income:
|
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Operating income
|
$ 13,736
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$ 6,783
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Depreciation and amortization
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4,278
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2,959
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General and administrative
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14,704
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8,113
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Less:
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Net asset optimization revenue
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1,929
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1,624
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Net, Gains (losses) on non-trading derivative instruments
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(1,200)
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11,448
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Net, Cash settlements on non-trading derivative instruments
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4,115
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(12,901)
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Retail Gross Margin
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$ 27,874
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$ 17,684
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