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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 August 12, 2015
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Dated: August 13, 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
|
|
|
99.1
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Press Release of Spark Energy, Inc. dated August 12, 2015
|
•
|
$4.6 million in Adjusted EBITDA and $23.1 million in Retail Gross Margin
|
•
|
Enhanced margins in retail electricity and retail natural gas segments
|
•
|
Strong cash flow during the quarter allowed us to reduce the working capital facility loan balance by $11.0 million
|
•
|
Invested $6.2 million in organic customer acquisitions
|
•
|
Paid first quarter dividend of $0.3625 per share of Class A common stock on June 15, 2015
|
•
|
Declared second quarter dividend of $0.3625 per share of Class A common stock payable on September 14, 2015
|
•
|
Amended and restated existing senior credit facility on July 8
|
•
|
Closed CenStar Energy and Oasis Energy transactions in July, bringing our total residential customer equivalent count to over 400,000
|
(in thousands)
|
June 30, 2015
|
||
Cash and cash equivalents
|
$
|
4,237
|
|
Senior Credit Facility Availability
(1)
|
50,155
|
|
|
Total Liquidity
|
$
|
54,392
|
|
(1)
Subject to Senior Credit Facility borrowing base restrictions
|
•
|
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,
|
•
|
actual bad debt expense in non-POR markets,
|
•
|
accuracy of internal billing systems,
|
•
|
ability to successfully navigate entry into new markets,
|
•
|
whether our majority shareholder or its affiliates offers us acquisition opportunities on terms that are commercially acceptable to us,
|
•
|
ability to successfully and efficiently integrate acquisitions into our operations,
|
•
|
competition, and
|
•
|
other factors discussed in "Risk Factors" in our Form 10-K for the year ended December 31, 2014.
|
Interest expense
|
(207)
|
(222)
|
(588)
|
(535)
|
Interest and other income
|
187
|
1
|
322
|
71
|
Total other expenses
|
(20)
|
(221)
|
(266)
|
(464)
|
Income before income tax expense
|
5,084
|
333
|
18,573
|
6,873
|
Income tax expense
|
459
|
132
|
1,019
|
164
|
Net income
|
$ 4,625
|
$ 201
|
$ 17,554
|
$ 6,709
|
Less: Net income attributable to non-controlling interests
|
3,917
|
--
|
14,437
|
--
|
Net income attributable to Spark Energy, Inc. stockholders
|
$ 708
|
$ 201
|
$ 3,117
|
$ 6,709
|
|
|
|
|
|
Net income attributable to Spark Energy, Inc. per share of Class A common stock
|
|
|
|
|
Basic
|
$ 0.23
|
|
$ 1.03
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Diluted
|
$ 0.23
|
|
$ 0.83
|
|
|
|
|
|
|
Weighted average shares of Class A common stock outstanding
|
|
|
|
|
Basic
|
3,062
|
|
3,031
|
|
Diluted
|
3,062
|
|
13,781
|
|
SPARK ENERGY, INC.
|
||||||||||
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
|
||||||||||
FOR THE SIX MONTHS ENDED JUNE 30, 2015
|
||||||||||
(in thousands)
|
||||||||||
(unaudited)
|
||||||||||
|
||||||||||
|
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
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Class B Common Stock
|
Additional Paid In Capital
|
Retained Earnings (Deficit)
|
Total Stockholders Equity
|
Non-controlling Interest
|
Total Equity
|
Balance at 12/31/14:
|
3,000
|
10,750
|
$ --
|
$ 30
|
$ 108
|
$ 9,296
|
$ (775)
|
$ 8,659
|
$ 15,458
|
$ 24,117
|
Stock based compensation
|
--
|
--
|
--
|
--
|
--
|
716
|
--
|
716
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--
|
716
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Restricted stock unit vesting
|
97
|
--
|
--
|
1
|
--
|
353
|
|
354
|
|
354
|
Contribution from NuDevco
|
--
|
--
|
--
|
--
|
--
|
129
|
--
|
129
|
--
|
129
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Consolidated net income
|
--
|
--
|
--
|
--
|
--
|
--
|
3,117
|
3,117
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14,437
|
17,554
|
Distributions paid to Class B non-controlling unit holders
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
(7,794)
|
(7,794)
|
Dividends paid to Class A common shareholders
|
--
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--
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--
|
--
|
--
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--
|
(2,210)
|
(2,210)
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--
|
(2,210)
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Balance at 6/30/15:
|
3,097
|
10,750
|
--
|
$ 31
|
$ 108
|
$ 10,494
|
$ 132
|
$ 10,765
|
$ 22,101
|
$ 32,866
|
|
|
|
|
|
|
|
|
|
|
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Non cash items:
|
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Property and equipment purchase accrual
|
$ 179
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$ --
|
Cash paid during the period for:
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Interest
|
$ 598
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$ 395
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Taxes
|
$ 150
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$ 150
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|
|
|
|
||||
SPARK ENERGY, INC.
|
||||
OPERATING SEGMENT RESULTS
|
||||
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014
|
||||
(in thousands, except per unit operating data)
|
||||
(unaudited)
|
||||
|
|
|
|
|
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Three Months Ended June 30,
|
Six Months Ended June 30,
|
||
|
2015
|
2014
|
2015
|
2014
|
Retail Natural Gas Segment
|
|
|
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Total Revenues
|
$ 21,361
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$ 23,169
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$ 78,716
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$ 85,697
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Retail Cost of Revenues
|
9,375
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16,634
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42,842
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67,138
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Less: Net Asset Optimization Revenues (Expenses)
|
(67)
|
197
|
1,862
|
1,821
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Less: Net Gains (Losses) on non-trading derivatives, net of cash settlements
|
2,622
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(780)
|
6,267
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(1,088)
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Retail Gross Margin—Gas
|
$ 9,431
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$ 7,118
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$ 27,745
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$ 17,826
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Volume of Gas (MMBtu)
|
2,262,749
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2,519,172
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8,826,794
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9,112,752
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Retail Gross Margin-Gas ($/MMBtu)
|
$ 4.17
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$ 2.83
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$ 3.14
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$ 1.96
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Retail Electricity Segment
|
|
|
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Total Revenues
|
44,072
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42,771
|
88,521
|
86,219
|
Retail Cost of Revenues
|
32,745
|
35,753
|
68,365
|
73,370
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Less: Net Gains (Losses) on non-trading derivatives, net of cash settlements
|
(2,335)
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(3,755)
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(3,066)
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(4,900)
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Retail Gross Margin—Electricity
|
$ 13,662
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$ 10,773
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$ 23,222
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$ 17,749
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Volume of Electricity (MWh)
|
378,403
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369,341
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751,254
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753,616
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Retail Gross Margin—Electricity ($/MWh)
|
$ 36.10
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$ 29.17
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$ 30.91
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$ 23.55
|
•
|
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
|
•
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our ability to fund capital expenditures (including customer acquisition costs) and incur and service debt.
|
|
||||
APPENDIX TABLES A-1 AND A-2
|
||||
ADJUSTED EBITDA RECONCILIATIONS
|
||||
(in thousands)
|
||||
(unaudited)
|
||||
|
|
|
|
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||
|
2015
|
2014
|
2015
|
2014
|
Reconciliation of Adjusted EBITDA to Net Income:
|
|
|
|
|
Net income
|
$ 4,625
|
$ 201
|
$ 17,554
|
$ 6,709
|
Depreciation and amortization
|
5,231
|
3,252
|
9,508
|
6,211
|
Interest expense
|
207
|
222
|
588
|
535
|
Income tax expense
|
459
|
132
|
1,019
|
164
|
EBITDA
|
10,522
|
3,807
|
28,669
|
13,619
|
Less:
|
|
|
|
|
Net, Gains (losses) on derivative instruments
|
(4,055)
|
(4,019)
|
(5,360)
|
1,440
|
Net, Cash settlements on derivative instruments
|
4,357
|
(59)
|
8,547
|
(10,256)
|
Customer acquisition costs
|
6,180
|
6,441
|
11,809
|
11,668
|
Plus:
|
|
|
|
|
Non-cash compensation expense
|
609
|
--
|
1,159
|
--
|
Adjusted EBITDA
|
$ 4,649
|
$ 1,444
|
$ 14,832
|
$ 10,767
|
|
|
|
||
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||
|
2015
|
2014
|
2015
|
2014
|
Reconciliation of Adjusted EBITDA to net cash provided by operating activities:
|
|
|
|
|
Net cash provided by operating activities
|
$ 15,634
|
$ 19,448
|
$ 34,880
|
$ 25,658
|
Amortization of deferred financing costs
|
(51)
|
(112)
|
(101)
|
(225)
|
Bad debt expense
|
(1,232)
|
(1,462)
|
(4,179)
|
(2,027)
|
Interest expense
|
207
|
222
|
588
|
535
|
Income tax expense
|
459
|
132
|
1,019
|
164
|
Changes in operating working capital
|
|
|
|
|
Accounts receivable, prepaids, current assets
|
(19,120)
|
(40,878)
|
(23,903)
|
(13,770)
|
Inventory
|
2,434
|
4,011
|
(5,087)
|
(311)
|
Accounts payable and accrued liabilities
|
6,504
|
21,969
|
12,315
|
3,634
|
Other
|
(186)
|
(1,886)
|
(700)
|
(2,891)
|
Adjusted EBITDA
|
$ 4,649
|
$ 1,444
|
$ 14,832
|
$ 10,767
|
|
||||
APPENDIX TABLE A-3
|
||||
RETAIL GROSS MARGIN RECONCILIATION
|
||||
(in thousands)
|
||||
(unaudited)
|
||||
|
|
|
|
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||
|
2015
|
2014
|
2015
|
2014
|
Reconciliation of Retail Gross Margin to Operating Income:
|
|
|
|
|
Operating income
|
$ 5,104
|
$ 554
|
$ 18,839
|
$ 7,337
|
Depreciation and amortization
|
5,231
|
3,252
|
9,508
|
6,211
|
General and administrative
|
12,978
|
9,747
|
27,683
|
17,860
|
Less:
|
|
|
|
|
Net asset optimization revenues (expenses)
|
(67)
|
197
|
1,862
|
1,821
|
Net, Gains (losses) on non-trading derivative instruments
|
(4,041)
|
(4,438)
|
(5,241)
|
7,010
|
Net, Cash settlements on non-trading derivative instruments
|
4,328
|
(97)
|
8,442
|
(12,998)
|
Retail Gross Margin
|
$ 23,093
|
$ 17,891
|
$ 50,967
|
$ 35,575
|