Spark Energy, Inc. Announces Dividends on Common and Preferred Stock

HOUSTON, April 19, 2018 (GLOBE NEWSWIRE) — Spark Energy, Inc. (NASDAQ:SPKE), an independent retail energy services company  (“Spark” or the “Company”), announced today that its Board of Directors has declared a quarterly cash dividend for the first quarter of 2018 in the amount of $0.18125 per share of Class A Common Stock. This amount represents an annualized dividend of $0.725 per share. The first quarter dividend will be paid on June 14, 2018 to holders of record of Spark’s Class A Common Stock on May 31, 2018.

Additionally, in accordance with the terms of the 8.75% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Stock”) of the Company, the Board of Directors has declared a quarterly cash dividend in the amount of $0.546875 per share of the Series A Preferred Stock. This amount represents an annualized dividend of $2.1875 per share. The dividend will be paid on July 16, 2018 to holders of record of Spark’s Series A Preferred Stock on July 2, 2018.

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 19 states and serves 94 utility territories. Spark offers its customers a variety of product and service choices, including stable and predictable energy costs and green product alternatives.

We use our website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Investors should note that new materials, including press releases, updated investor presentations, and financial and other filings with the Securities and Exchange Commission are posted on the Spark Energy Investor Relations website at ir.sparkenergy.com. Investors are urged to monitor our website regularly for information and updates about the Company.

Contact: Spark Energy, Inc.

Investors:
Christian Hettick, 832-200-3727

Media:
Kira Jordan, 832-255-7302

 

Primary Logo

Source: Spark Energy, Inc.

Spark Energy, Inc. Announces Two Acquisitions, Engagement of Financial Advisor, and Reports Full Year and Fourth Quarter 2017 Financial Results

HOUSTON, March 08, 2018 (GLOBE NEWSWIRE) — Spark Energy, Inc. (“Spark” or the “Company”) (NASDAQ:SPKE), an independent retail energy services company, today reported financial results for the year ended December 31, 2017.

Key Business Highlights

  • Achieved record Net Income, Retail Gross Margin and Adjusted EBITDA for full year 2017
  • Recorded $102.9 million in Adjusted EBITDA, $224.5 million in Retail Gross Margin, and $76.3 million in Net Income for the year ended 2017, representing year-over-year increases of 26%, 23%, and 16%, respectively
  • Recorded $28.9 million in Adjusted EBITDA, $66.2 million in Retail Gross Margin, and $47.5 million in Net Income for the fourth quarter, representing year-over-year increases of 17%, 13%, and 97%, respectively
  • Total RCE count increased 35% year-over-year to a record 1,042,000 as of December 31, 2017
  • Overall attrition of 4.3% for the year ended December 31, 2017
  • Closed three acquisitions in 2017
  • Two new acquisitions announced thus far in 2018 with a total of approximately 80,000 RCEs
  • Expanded the senior credit facility to $200.0 million in commitments
  • Continue to simplify, streamline, and optimize the organization
  • Engaged Morgan Stanley as financial advisor to evaluate strategic alternatives

“We are extremely proud to have delivered another year of record financial results despite unfavorable weather throughout the year,” said Nathan Kroeker, Spark Energy’s President and Chief Executive Officer. “We saw a mild summer and several severe weather events, including a devastating hurricane, but Spark was able to increase RCE count and improve both top and bottom line financial performance.

“During 2017, we completed three acquisitions, highlighted by the acquisition of Verde in July. We put a new credit facility in place and have added six new banks and a total of $185.0 million in commitments, which has since grown to $200.0 million in early 2018. In addition, we recently completed a $50.0 million follow-on offering of our Series A Preferred Stock. We launched a company-wide initiative to further integrate acquisitions and realize significant cost-to-serve synergies, including the early termination of the Verde earnout.

“As we move through 2018, we continue to strategically add customers and pursue additional opportunities to further streamline our business model. In March 2018, we agreed to acquire a small competitor in the Northeast as well as a book of customers from an affiliate of our sponsor. We expect both to be immediately accretive to Adjusted EBITDA. Our sponsor also agreed to reintegrate Retailco Services back into Spark, which will simplify our structure and result in immediate and substantial cash savings to the Company.”

“Finally, our Board of Directors has engaged Morgan Stanley as a financial advisor to explore strategic alternatives. We believe that our stock price has not reflected the strong growth in financial performance we have shown over the past three and a half years as a public company, and look forward to examining additional opportunities to unlock shareholder value.”

Summary Fourth Quarter 2017 Financial Results

For the quarter ended December 31, 2017, Spark reported Adjusted EBITDA of $28.9 million compared to Adjusted EBITDA of $24.8 million for the quarter ended December 31, 2016. This increase of $4.1 million is primarily attributable to additional volumes from the Verde and Perigee acquisitions.

For the quarter ended December 31, 2017, Spark reported Retail Gross Margin of $66.2 million compared to Retail Gross Margin of $58.8 million for the quarter ended December 31, 2016. This increase of $7.4 million is primarily attributable to the increased volumes of retail electricity following the Verde and Perigee acquisitions.

Net income for the quarter ended December 31, 2017, was $47.5 million compared to net income of $24.1 million for the quarter ended December 31, 2016, primarily due to higher retail gross margin and the revaluation of the Tax Receivable Agreement as a result of the new tax legislation.

Summary Full Year 2017 Financial Results

For the year ended December 31, 2017, Spark reported Adjusted EBITDA of $102.9 million compared to Adjusted EBITDA of $81.9 million for the year ended December 31, 2016. This increase of $21.0 million is primarily attributable to additional volumes from the Verde and Perigee acquisitions and a full year of the Provider and Major acquisitions, partially offset by milder-than-normal weather.

For the year ended December 31, 2017, Spark reported Retail Gross Margin of $224.5 million compared to Retail Gross Margin of $182.4 million for the year ended December 31, 2016. This increase of $42.1 million is primarily attributable to additional volumes from the Verde and Perigee acquisitions and a full year of the Provider and Major acquisitions, partially offset by milder-than-normal weather.

Net income for the year ended December 31, 2017, was $76.3 million compared to net income of $65.7 million for the year ended December 31, 2016, primarily due to higher volumes from the acquisitions and the revaluation of the Tax Receivable Agreement as a result of the new tax legislation.

Strategic Update

On March 1, 2018, Spark acquired a retail electric provider with approximately 29,000 RCEs serving electricity and natural gas customers in the Northeast and Midwest. The transaction is immediately accretive to 2018 earnings and requires minimal integration.

On March 7, 2018, Spark entered into an agreement with National Gas & Electric, LLC, (“NG&E”), an affiliate of Retailco, LLC, the Company’s majority owner, for the acquisition of approximately 50,000 RCEs for approximately $12.5 million in cash. The transaction, which was reviewed and approved by a special committee made up of independent members of the Company’s board of directors, is scheduled to close in April of this year.

On March 7, 2018, Spark agreed to reintegrate the employees and operations of Retailco Services, LLC (“Retailco”), which is wholly owned by W. Keith Maxwell III. Retailco was formed in 2015 to provide a variety of back office functions, including customer operations and information technology services, at a lower cost than Spark was realizing at the time. Retailco has been able to reduce the cost per customer over the past two years, and Spark expects to realize additional savings by reintegrating the two companies. This reintegration, which was reviewed and approved by a special committee of independent directors of the Company’s board of directors, is scheduled to occur on April 1, 2018, and is expected to be accretive to 2018 earnings. Mr. Maxwell will receive no consideration for this transaction.

As previously announced, Spark terminated the Verde Energy earnout agreement on January 12, 2018. This transaction allowed Spark to begin integration of Verde’s operations sooner than originally anticipated, which the Company believes should result in significant operational costs savings.

As mentioned above, the Board of Directors of Spark has retained Morgan Stanley as a financial advisor to explore strategic alternatives.

Outlook

Spark expects full year 2018 Adjusted EBITDA to be similar to that of 2017.  The Company will continue to pursue accretive acquisitions, integrate recent acquisitions, drive operational performance improvements, and look to expand its geographic footprint.

Liquidity and Capital Resources

($ in thousands) December 31, 2017
Cash and cash equivalents $ 29,419
Senior Credit Facility Availability (1) 12,501
Subordinated Debt Availability (2) $ 25,000
Total Liquidity $ 66,920

(1)   Subject to Senior Credit Facility borrowing base and covenant restrictions.
(2)   The availability of the Subordinated Debt Facility provided by Spark’s founder is dependent on his financial position and liquidity. The Company may use the Subordinated Facility from time to time to enhance short-term liquidity but does not view the Subordinated Debt Facility as a material source of liquidity.

Since the beginning of 2018, Spark has increased the commitments on its credit facility by $15.0 million to $200.0 million. As previously mentioned, Spark also raised an additional $48.9 million in net proceeds in an offering of Series A Preferred Stock in January 2018.

Dividend

Spark’s Board of Directors declared quarterly dividends of $0.18125 per share of Class A common stock payable on March 16, 2018, and $0.546875 per share of Series A Preferred Stock payable on April 16, 2018. Investors are reminded that on June 16, 2017, Spark completed a two-for-one stock split by means of a stock dividend.

Conference Call and Webcast

Spark will host a conference call to discuss year end and fourth quarter 2017 results on Friday, March 9, 2018, at 10:00 AM Central Time (11:00 AM Eastern).

A live webcast of the conference call can be accessed from the Events & Presentations page of the Spark Energy Investor Relations website at http://ir.sparkenergy.com/events-and-presentations. An archived replay of the webcast will be available for twelve months following the live presentation.

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 19 states and serves 94 utility territories. Spark offers its customers a variety of product and service choices, including stable and predictable energy costs and green product alternatives.

We use our website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Investors should note that new materials, including press releases, updated investor presentations, and financial and other filings with the Securities and Exchange Commission are posted on the Spark Energy Investor Relations website at ir.sparkenergy.com. Investors are urged to monitor our website regularly for information and updates about the Company.

Cautionary Note Regarding 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 forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) 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 earnings release, regarding strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans, objectives and beliefs of management are forward-looking statements. Forward-looking statements appear in a number of places in this earnings 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 earnings release are subject to risks and uncertainties. Important factors that 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 and the sufficiency of risk management and hedging policies;
  • extreme and unpredictable weather conditions, and the impact of hurricanes and other natural disasters;
  • federal, state and local regulation, including the industry’s ability to address or adapt to potentially restrictive new regulations that may be enacted by the New York Public Service Commission;
  • our ability to borrow funds and access credit markets and restrictions in our debt agreements and collateral requirements;
  • credit risk with respect to suppliers and customers;
  • changes in costs to acquire customers and actual customer attrition rates;
  • accuracy of billing systems;
  • whether our majority stockholder or its affiliates offer us acquisition opportunities on terms that are commercially acceptable to us;
  • ability to successfully identify and complete, and efficiently integrate acquisitions into our operations;
  • 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.

You should review the Risk Factors and other factors noted throughout or incorporated by reference in this earnings release that 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 earnings 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 CONSOLIDATED BALANCE SHEETS
 AS OF DECEMBER 31, 2017 AND DECEMBER 31, 2016
(in thousands)
(unaudited)
December 31, 2017 December 31, 2016
Assets
Current assets:
Cash and cash equivalents $ 29,419 $ 18,960
Accounts receivable, net of allowance for doubtful accounts of $4.0 million and $2.3 million as
of December 31, 2017 and 2016, respectively
158,814 112,491
Accounts receivable—affiliates 3,661 2,624
Inventory 4,470 3,752
Fair value of derivative assets 31,191 8,344
Customer acquisition costs, net 22,123 18,834
Customer relationships, net 18,653 12,113
Prepaid assets 1,028 1,361
Deposits 7,701 7,329
Other current assets 19,678 12,175
Total current assets 296,738 197,983
Property and equipment, net 8,275 4,706
Fair value of derivative assets 3,309 3,083
Customer acquisition costs, net 6,949 6,134
Customer relationships, net 34,839 21,410
Deferred tax assets 24,185 54,109
Goodwill 120,154 79,147
Other assets 11,500 8,658
Total Assets 505,949 375,230
Liabilities, Series A Preferred Stock and Stockholders’ Equity
Current liabilities:
Accounts payable $ 77,510 $ 52,309
Accounts payable—affiliates 4,622 3,775
Accrued liabilities 33,679 36,619
Fair value of derivative liabilities 1,637 680
Current portion of Senior Credit Facility 7,500 51,287
Current payable pursuant to tax receivable agreement—affiliates 5,937
Current contingent consideration for acquisitions 4,024 11,827
Current portion of note payable 13,443 15,501
Convertible subordinated notes to affiliates 6,582
Other current liabilities 2,675 5,476
Total current liabilities 151,027 184,056
Long-term liabilities:
Fair value of derivative liabilities 492 68
Payable pursuant to tax receivable agreement—affiliates 26,355 49,886
Long-term portion of Senior Credit Facility 117,750
Subordinated debt—affiliate 5,000
Contingent consideration for acquisitions 626 10,826
Other long-term liabilities 172 1,658
Long-term portion of note payable 7,051
Total liabilities $ 303,473 $ 251,494
Commitments and contingencies (Note 13)
Series A Preferred Stock, par value $0.01 per share, 20,000,000 shares authorized, 1,704,339 shares issued and
outstanding at December 31, 2017 and zero shares issued and outstanding at December 31, 2016
41,173
Stockholders’ equity:
    Common Stock (1) :
Class A common stock, par value $0.01 per share, 120,000,000 shares authorized, 13,235,082 issued and
13,135,636 outstanding at December 31, 2017 and 12,993,118 issued and outstanding at December 31, 2016
132 130
Class B common stock, par value $0.01 per share, 60,000,000 shares authorized, 21,485,126 issued and
outstanding at December 31, 2017 and 20,449,484 issued and outstanding at December 31, 2016
216 206
    Additional paid-in capital (1) 26,914 25,272
    Accumulated other comprehensive (loss)/income (11 ) 11
    Retained earnings 11,008 4,711
Treasury stock, at cost, 99,446 shares at December 31, 2017 and zero shares at December 31, 2016 (2,011 )
    Total stockholders’ equity 36,248 30,330
Non-controlling interest in Spark HoldCo, LLC 125,055 93,406
    Total equity 161,303 123,736
Total liabilities, Series A Preferred Stock and stockholders’ equity $ 505,949 $ 375,230

(1) Outstanding shares of common stock, additional paid-in capital and non-controlling interest reflect the two-for-one stock split, which took effect on June 16, 2017. See Note 4 “Equity” for further discussion.
(2) See Note 4 “Equity” for disclosure of our variable interest entity in Spark HoldCo, LLC.

SPARK ENERGY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE YEARS ENDED
DECEMBER 31, 2017, 2016 and 2015

(in thousands)
(unaudited)
Year Ended December 31,
2017 (1) 2016 (2) 2015 (3)
Revenues:
Retail revenues 798,772 547,283 356,659
Net asset optimization (expense)/revenues (4) (717 ) (586 ) 1,494
Total Revenues 798,055 546,697 358,153
Operating Expenses:
Retail cost of revenues (5) 552,167 344,944 241,188
General and administrative (6) 101,127 84,964 61,682
Depreciation and amortization 42,341 32,788 25,378
Total Operating Expenses 695,635 462,696 328,248
Operating income 102,420 84,001 29,905
Other (expense)/income:
Interest expense (11,134 ) (8,859 ) (2,280 )
Change in Tax Receivable Agreement liability 22,267
Interest and other income 256 957 324
Total other expenses 11,389 (7,902 ) (1,956 )
Income before income tax expense 113,809 76,099 27,949
Income tax expense 37,528 10,426 1,974
Net income $ 76,281 $ 65,673 $ 25,975
Less: Net income attributable to non-controlling interests 57,427 51,229 22,110
Net income attributable to Spark Energy, Inc. stockholders $ 18,854 $ 14,444 $ 3,865
Less: Dividend on Series A preferred stock 3,038
Net income attributable to stockholders of Class A common stock $ 15,816 $ 14,444 $ 3,865
Other comprehensive (loss) income, net of tax:
Currency translation (loss) gain $ (59 ) $ 41 $
Other comprehensive (loss) income (59 ) 41
Comprehensive income $ 76,222 $ 65,714 $ 25,975
Less: Comprehensive income attributable to non-controlling interests 57,390 51,259 22,110
Comprehensive income attributable to Spark Energy, Inc. stockholders $ 18,832 $ 14,455 $ 3,865

(1)   Financial information includes results attributable to the acquisition of Perigee Energy, LLC by an affiliate on February 3, 2017. See Notes 2 and 3 “Basis of Presentation and Summary of Significant Accounting Policies” and “Acquisitions,” respectively, for further discussion.
(2)   Financial information includes results attributable to the acquisition of Major Energy Companies from an affiliate on April 15, 2016. See Notes 2 and 3 “Basis of Presentation and Summary of Significant Accounting Policies” and “Acquisitions,” respectively, for further discussion.
(3)   Financial information includes results attributable to the acquisition of Oasis Power Holdings LLC from an affiliate on May 12, 2015. See Notes 2 and 3 “Basis of Presentation and Summary of Significant Accounting Policies” and “Acquisitions,” respectively, for further discussion.
(4)   Net asset optimization revenues includes asset optimization (expense)/revenues—affiliates of $1,334, $154 and $1,101 for the years ended December 31, 2017, 2016 and 2015, respectively, and asset optimization revenues—affiliates cost of revenues of $53, $1,633 and $11,285 for the years ended December 31, 2017, 2016 and 2015, respectively.
(5)   Retail cost of revenues includes retail cost of revenues—affiliates of $0, $9 and $17 for the years December 31, 2017, 2016 and 2015, respectively.
(6)   General and administrative includes general and administrative expense—affiliates of $24,700, $15,700 and $0 for the years ended December 31, 2017, 2016 and 2015, respectively.

SPARK ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
 FOR THE YEARS ENDED DECEMBER 31, 2017, 2016 and 2015
(in thousands)
(unaudited)
Issued Shares of Class A Common Stock (1) Issued Shares of Class B Common Stock (1) Treasury Stock Class A Common Stock (1) Class B Common Stock (1) Treasury Stock Accumulated Other Comprehensive Income (Loss) Additional Paid-In Capital (1) Retained Earnings (Deficit) Total Stockholders’ Equity Non-controlling Interest (1) Total Equity
Balance at 12/31/2014: 6,000 21,500 $ 60 $ 216 $ $ $ 9,158 $ (775 ) $ 8,659 $ 15,458 $ 24,117
Stock based compensation 2,165 2,165 2,165
Restricted stock unit vesting 238 2 185 187 187
Contribution from NuDevco 129 129 129
Consolidated net income (2) 3,865 3,865 22,110 25,975
Beneficial conversion feature 789 789 789
Distributions paid to Class B non-controlling unit holders (15,587 ) (15,587 )
Dividends paid to Class A common shareholders (4,456 ) (4,456 ) (4,456 )
Balance at 12/31/2015: 6,238 21,500 $ 62 $ 216 $ $ $ 12,426 $ (1,366 ) $ 11,338 $ 21,981 $ 33,319
Stock based compensation 2,270 2,270 2,270
Restricted stock unit vesting 305 4 1,058 1,062 1,062
Excess tax benefit related to restricted stock vesting 186 186 186
Consolidated net income (3) 14,444 14,444 51,229 65,673
Foreign currency translation adjustment for equity method investee 11 11 30 41
Beneficial conversion feature 243 243 243
Distributions paid to non-controlling unit holders (34,931 ) (34,931 )
Net contribution of the Major Energy Companies 3,873 3,873
Dividends paid to Class A common stockholders (8,367 ) (8,367 ) (8,367 )
Proceeds from disgorgement of stockholder short-swing profits 1,605 1,605 1,605
Tax impact from tax receivable agreement upon exchange of units of Spark HoldCo, LLC to shares of Class A Common Stock 4,768 4,768 4,768
Exchange of shares of Class B common stock to shares of Class A common stock 6,450 (6,450 ) 64 (64 ) 2,716 2,716 (2,716 )
Issuance of Class B Common Stock 5,400 54 54 53,940 53,994
Balance at 12/31/2016: 12,993 20,450 $ 130 $ 206 $ $ 11 $ 25,272 $ 4,711 $ 30,330 $ 93,406 $ 123,736
Stock based compensation 2,754 2,754 2,754
Restricted stock unit vesting 242 2 1,052 1,054 1,054
Consolidated net income (4) 18,854 18,854 57,427 76,281
Foreign currency translation adjustment for equity method investee (22 ) (22 ) (37 ) (59 )
Distributions paid to non-controlling unit holders (33,800 ) (33,800 )
Net contribution by NG&E 274 274
Dividends paid to Class A common stockholders (9,519 ) (9,519 ) (9,519 )
Dividends to Preferred Stock (3,038 ) (3,038 ) (3,038 )
Proceeds from disgorgement of stockholder short-swing profits 708 708 708
Tax receivable agreement liability true-up (2,872 ) (2,872 ) (2,872 )
Conversion of Convertible Subordinated Notes to Class B Common Stock 1,035 10 10 7,785 7,795
Treasury Stock (99 ) (2,011 ) (2,011 ) (2,011 )
Balance at 12/31/2017: 13,235 21,485 (99 ) $ 132 $ 216 $ (2,011 ) $ (11 ) $ 26,914 $ 11,008 $ 36,248 $ 125,055 $ 161,303

(1) Outstanding shares of common stock, additional paid-in capital and non-controlling interest have been retrospectively adjusted to reflect the two-for-one stock split, which took effect on June 16, 2017. See Note 4 “Equity” for further discussion.

(2) Financial information includes results attributable to the acquisition of Oasis Power Holdings LLC from an affiliate on May 12, 2015. See Notes 2 and 3 “Basis of Presentation and Summary of Significant Accounting Policies” and “Acquisitions,” respectively, for further discussion.

(3) Financial information includes results attributable to the acquisition of Major Energy Companies from an affiliate on April 15, 2016. See Notes 2 and 3 “Basis of Presentation and Summary of Significant Accounting Policies” and “Acquisitions,” respectively, for further discussion.

(4) Financial information has been recast to include results attributable to the acquisition of Perigee Energy, LLC by an affiliate on February 3, 2017. See Notes 2 and 3 “Basis of Presentation and Summary of Significant Accounting Policies” and “Acquisitions,” respectively, for further discussion.

SPARK ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 20172016 AND 2015

(in thousands)
(unaudited)

Year Ended December 31,
2017 (1) 2016 (2) 2015 (3)
Cash flows from operating activities:
Net income $ 76,281 $ 65,673 $ 25,975
Adjustments to reconcile net income to net cash flows provided by operating
activities:
Depreciation and amortization expense 42,666 48,526 25,378
Deferred income taxes 28,584 3,382 1,340
Change in Tax Receivable Agreement liability (22,267 )
Stock based compensation 5,058 5,242 3,181
Amortization of deferred financing costs 1,035 668 412
Change in fair value of Earnout liabilities (7,898 ) (297 )
Accretion on fair value of Earnout liabilities 4,108 5,060
Excess tax benefit related to restricted stock vesting 179
Bad debt expense 6,550 1,261 7,908
(Gain) loss on derivatives, net (5,008 ) (22,407 ) 18,497
Current period cash settlements on derivatives, net (19,598 ) (24,427 ) (23,948 )
Accretion of discount to convertible subordinated notes to affiliate 1,004
Other (5 ) (407 ) (1,320 )
Changes in assets and liabilities:
Decrease in restricted cash 707
(Increase) decrease in accounts receivable (32,361 ) (12,088 ) 7,876
Increase in accounts receivable—affiliates (1,459 ) (118 ) (608 )
(Increase) decrease in inventory (718 ) 542 4,544
Increase in customer acquisition costs (25,874 ) (21,907 ) (19,869 )
Decrease in prepaid and other current assets 1,915 71 10,845
(Increase) decrease in other assets (465 ) 1,321 (1,101 )
Increase in customer relationships and trademarks (2,776 )
Increase (decrease) in accounts payable and accrued liabilities 14,831 14,831 (13,307 )
Increase in accounts payable—affiliates 51 458 944
(Decrease) increase in other current liabilities (1,210 ) 2,364 (645 )
(Decrease) increase in other non-current liabilities (1,487 ) 45 1,898
Net cash provided by operating activities 63,912 67,793 45,931
Cash flows from investing activities:
Purchases of property and equipment (1,704 ) (2,258 ) (1,766 )
Acquisitions of CenStar and Oasis (39,847 )
Acquisition of Major Energy Companies and Provider Companies (1,853 ) (31,641 )
Acquisitions of Perigee and other customers (11,759 )
Acquisition of the Verde Companies (69,538 )
Payment of CenStar Earnout (1,343 )
Payment of the Major Energy Companies Earnout (7,403 )
Payment of the Provider Companies Earnout (5,500 )
Contribution to equity method investment (1,102 ) (330 )
Net cash used in investing activities (97,757 ) (36,344 ) (41,943 )
Cash flows from financing activities:
Proceeds from issuance of Series A Preferred Stock, net of issuance costs paid 40,241
Borrowings on notes payable 206,400 79,048 59,224
Payments on notes payable (152,939 ) (66,652 ) (49,826 )
Issuance of convertible subordinated notes to affiliate 7,075
Restricted stock vesting (3,091 ) (1,183 ) (432 )
Contributions from NuDevco 129
Proceeds from issuance of Class B common stock 13,995
Proceeds from disgorgement of stockholders short-swing profits 1,129 941
Excess tax benefit related to restricted stock vesting 185
Payment of dividends to Class A common shareholders (9,519 ) (8,367 ) (4,456 )
Payment of distributions to non-controlling unitholders (33,800 ) (34,930 ) (15,587 )
Payment of dividends to Preferred Stock (2,106 )
Purchase of Treasury Stock (2,011 )
Net cash provided by (used in) financing activities 44,304 (16,963 ) (3,873 )
Increase in Cash and cash equivalents and Restricted Cash 10,459 14,486 115
Cash and cash equivalents and Restricted cash—beginning of period 18,960 4,474 4,359
Cash and cash equivalents and Restricted cash—end of period 29,419 18,960 4,474
Supplemental Disclosure of Cash Flow Information:
Non-cash items:
Issuance of Class B common stock to affiliates for Major Energy Companies
acquisition
40,000
Contingent consideration—earnout obligations incurred in connection with the Provider
Companies and Major Energy Companies acquisitions
18,936
Assumption of legal liability in connection with the Major Energy Companies
acquisition
5,000
Net contribution of the Major Energy Companies 3,873
Net contribution by NG&E in excess of cash 274
Installment consideration incurred in connection with the Provider Companies
acquisition
1,890
Installment consideration incurred in connection with the Verde Companies acquisition
and Verde Earnout Termination Note
19,994
Tax benefit from tax receivable agreement (1,802 ) 31,490 (64 )
Liability due to tax receivable agreement 4,674 (26,722 ) (55 )
Property and equipment purchase accrual 91 (32 ) 45
CenStar Earnout accrual 500
Cash paid during the period for:
Interest $ 5,715 $ 2,280 $ 1,661
Taxes $ 11,205 $ 7,326 $ 216

(1)  Financial information has been recast to include results attributable to the acquisition of Perigee Energy, LLC by an affiliate on February 3, 2017. See Notes 2 and 3 “Basis of Presentation and Summary of Significant Accounting Policies” and “Acquisitions,” respectively, for further discussion.
(2)  Financial information has been recast to include results attributable to the acquisition of the Major Energy Companies from an affiliate on April 15, 2016. See Notes 2 and 3 “Basis of Presentation and Summary of Significant Accounting Policies” and “Acquisitions,” respectively, for further discussion.
(3)  Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC by an affiliate on May 12, 2015. See Note 2 “Basis of Presentation and Summary of Significant Accounting Policies” for further discussion.

SPARK ENERGY, INC.
OPERATING SEGMENT RESULTS
FOR THE YEARS ENDED December 31, 2017, 2016 and 2014
(in thousands, except per unit operating data)
(unaudited)
Year Ended December 31,
2017 2016 2015
(in thousands, except volume and per unit operating data)
Retail Electricity Segment
Total Revenues $ 657,561 $ 417,229 $ 229,490
Retail Cost of Revenues 477,012 286,795 170,684
Less: Net Asset Optimization Revenues (5 )
Less: Net Gains (Losses) on non-trading
derivatives, net of cash settlements
22,086 12,298 (1,449 )
Retail Gross Margin  —Electricity $ 158,468 $ 118,136 $ 60,255
Volumes—Electricity (MWhs) 6,755,663 4,170,593 2,075,479
Retail Gross Margin  —Electricity per MWh $ 23.46 $ 28.33 $ 29.03
Retail Natural Gas Segment
Total Revenues $ 140,494 $ 129,468 128,663
Retail Cost of Revenues 75,155 58,149 70,504
Less: Net Asset Optimization Revenues (712 ) (586 ) 1,494
Less: Net Gains (Losses) on non-trading
derivatives, net of cash settlements
10 7,672 3,305
Retail Gross Margin  —Gas $ 66,041 $ 64,233 $ 53,360
Volumes—Gas (MMBtus) 18,203,684 16,819,713 14,786,681
Retail Gross Margin  —Gas per MMBtu 3.63 3.82 3.61


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 and non-recurring operating items. EBITDA is defined as net income (loss) before provision for income taxes, interest expense and depreciation and amortization. We deduct all current period customer acquisition costs (representing spending for organic customer acquisitions) in the Adjusted EBITDA calculation because such costs reflect a cash outlay in the period in which they are incurred, even though we capitalize such costs and amortize them over two years 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. For example, our Adjusted EBITDA is lower in years of customer growth reflecting larger customer acquisition spending. We do not deduct the cost of customer acquisitions through acquisitions of business or portfolios of customers in calculated Adjusted EBITDA. 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. We also deduct non-cash compensation expense as a result of restricted stock units 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 our 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 condensed consolidated financial statements, such as industry analysts, investors, commercial banks and rating agencies, use to assess the following:

  • 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.

Retail Gross Margin

We define retail gross margin as operating income (loss) plus (i) depreciation and amortization expenses and (ii) general and administrative expenses, less (i) net asset optimization revenues, (ii) net gains (losses) on non-trading derivative instruments, and (iii) net current period cash settlements on non-trading 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 (loss), its most directly comparable financial measure calculated and presented in accordance with GAAP.

We believe retail gross margin provides information useful to investors as an indicator of our retail energy business’s operating performance.

The GAAP measures most directly comparable to Adjusted EBITDA are net income (loss) and net cash provided by operating activities. The GAAP measure most directly comparable to Retail Gross Margin is operating income (loss). Our non-GAAP financial measures of Adjusted EBITDA and Retail Gross Margin should not be considered as alternatives to net income (loss), net cash provided by operating activities, or operating income (loss). Adjusted EBITDA and Retail Gross Margin are not presentations made in accordance with GAAP and have important limitations as analytical tools. You should not consider Adjusted EBITDA or Retail Gross Margin in isolation or as a substitute for analysis of our results as reported under GAAP. Because Adjusted EBITDA and Retail Gross Margin exclude some, but not all, items that affect net income (loss) and net cash provided by operating activities, and are defined differently by different companies in our industry, our definition of Adjusted EBITDA and Retail Gross Margin may not be comparable to similarly titled measures of other companies.

Management compensates for the limitations of Adjusted EBITDA and Retail Gross Margin as analytical tools 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 each of the periods indicated.

APPENDIX TABLES A-1 AND A-2
ADJUSTED EBITDA RECONCILIATIONS
(in thousands)
(unaudited)
Year Ended December 31, Quarter Ended December 31,
(in thousands) 2017 2016 2017 2016
Reconciliation of Adjusted EBITDA to
Net Income:
Net income 76,281 65,673 $ 47,536 $ 24,137
Depreciation and amortization 42,341 32,788 11,906 9,451
Interest expense 11,134 8,859 2,374 6,004
Income tax expense 37,528 10,426 32,263 3,574
EBITDA (1) 167,284 117,746 94,079 43,166
Less:
Net, Gains (losses) on derivative instruments 5,008 22,407 39,233 19,520
Net, Cash settlements on derivative instruments 16,309 (2,146 ) (2,499 ) (5,573 )
Customer acquisition costs 25,874 24,934 7,232 9,717
  Plus:
  Non-cash compensation expense 5,058 5,242 1,035 1,215
Contract termination charge related to
Major Energy Companies change of
control
4,099 4,099
Change in Tax Receivable Agreement liability (1) (22,267 ) $ (22,267 ) $
Adjusted EBITDA (2) 102,884 81,892 $ 28,881 $ 24,816

(1)  Represents the change in the value of the Tax Receivable Agreement liability due to U.S. Tax Reform.
(2)  Includes $9.6 million and $1.1 million related to the change in fair value as the result of the revaluation of the Major Earnout liability at December 31, 2017 and 2016.

Year Ended December 31, Quarter Ended December 31,
(in thousands) 2017 2016 2017 2016
Reconciliation of Adjusted EBITDA to net
cash provided by operating activities:
Net cash provided by operating activities $ 63,912 $ 67,793 $ 88 $ 6,150
Amortization of deferred financing costs (1,035 ) (668 ) (285 ) (203 )
Allowance for doubtful accounts and bad
debt expense
(6,550 ) (1,261 ) (3,114 ) (419 )
Interest expense 11,134 8,859 2,374 6,004
Income tax expense 37,528 10,426 32,263 3,574
Change in Tax Receivable Agreement liability (1) (22,267 ) (22,267 )
Changes in operating working capital
Accounts receivable, prepaids, current assets 31,905 12,135 48,989 31,362
Inventory 718 542 (1,218 ) 1,110
Accounts payable and accrued liabilities (13,672 ) (17,653 ) (21,808 ) (23,507 )
Other 1,211 1,719 (6,141 ) 745
Adjusted EBITDA $ 102,884 $ 81,892 $ 28,881 $ 24,816
Cash Flow Data:
Cash flows provided by operating activity $ 63,912 $ 67,793 $ 88 $ 6,150
Cash flows used in investing activity (97,757 ) (36,344 ) (1,780 ) (2,169 )
Cash flows provided by (used in) financing
activity
44,304 (16,963 ) 19,862 (1,928 )

(1)  Represents the change in the value of the Tax Receivable Agreement liability due to U.S. Tax Reform.

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)
Year Ended December 31, Quarter Ended 31,
(in thousands) 2017 2016 2017 2016
Reconciliation of Retail Gross Margin to
Operating Income:
Operating income $ 102,420 $ 84,001 $ 59,752 $ 33,098
Depreciation and amortization 42,341 32,788 11,906 9,451
General and administrative 101,127 84,964 31,722 29,776
Less:
Net asset optimization (expenses) revenues (717 ) (586 ) (36 ) (544 )
Net, Losses (gains) on non-trading
derivative instruments
5,588 22,254 39,734 19,735
Net, Cash settlements on non-trading
derivative instruments
16,508 (2,284 ) (2,508 ) (5,625 )
Retail Gross Margin $ 224,509 $ 182,369 $ 66,190 $ 58,759
Retail Gross Margin – Retail Electricity
Segment
$ 158,468 $ 118,136 $ 42,339 $ 35,910
Retail Gross Margin – Retail Natural Gas
Segment
$ 66,041 $ 64,233 $ 23,851 $ 22,849

Contact: Spark Energy, Inc.

Investors:

Christian Hettick, 832-200-3727

ir@sparkenergy.com

Media:

Eric Melchor, 281-833-4151

Primary Logo

Source: Spark Energy, Inc.

Spark Energy, Inc. Announces Pricing of Series A Preferred Stock

HOUSTON, Jan. 23, 2018 (GLOBE NEWSWIRE) — Spark Energy, Inc. (“Spark” or the “Company”) (NASDAQ:SPKE), an independent retail energy services company, announced the pricing of a public offering of 2,000,000 shares of its 8.75% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Stock”) at a public offering price of $25.25.

The underwriters have been granted a 30-day option to purchase up to 250,000 additional shares of Series A Preferred Stock from Spark, exercisable in whole or in part, at the public offering price less the underwriting discount. The offering is scheduled to close on January 26, 2018.

Spark intends to use the net proceeds of approximately $48.7 million (or approximately $54.8 million if the underwriters exercise in full their option to purchase an additional 250,000 shares of Series A Preferred Stock), after deducting underwriting discounts and an advisory fee, but before estimated offering expenses, for merger and acquisition opportunities, international expansion and general corporate purposes, including to repay a portion of borrowings outstanding under Spark’s senior secured borrowing base credit facility.

B. Riley FBR, Inc., Janney Montgomery Scott LLC, BB&T Capital Markets, a division of BB&T Securities, LLC, and Ladenburg Thalmann & Co. Inc. acted as joint book-running managers of the offering. Boenning & Scattergood, Inc., Incapital LLC, National Securities Corporation, a wholly owned subsidiary of National Holdings, Inc. (NASDAQ:NHLD), and USCA Securities LLC acted as co-managers.

The offering may be made only by means of a prospectus and related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended. A copy of the prospectus supplement and accompanying base prospectus meeting such requirements relating to this offering may be obtained from any of the underwriters, including the offices of:

B. Riley FBR, Inc.
Attn: Syndicate Prospectus Department
1300 17th Street N., Suite 1400
Arlington, VA 22209
Phone: (800) 846-5050
Email: prospectuses@brileyfbr.com
Janney Montgomery Scott LLC
Attn: Taxable Fixed Income Department
1717 Arch Street, 19th Floor
Philadelphia, Pennsylvania 19103
Phone: (215) 665-6130
Email: TFI@janney.com
BB&T Capital Markets
Attn: Prospectus Department
901 East Byrd Street, Suite 300
Richmond, VA 23219
Email: prospectusrequests@bbandtcm.com
 Ladenburg Thalmann & Co.
Attn: Syndicate Department
277 Park Avenue, 26th Floor
New York, NY 10172
Email: prospectus@ladenburg.com

You may also obtain these documents for free when they are available by visiting the Securities and Exchange Commission’s (“SEC”) Web site at www.sec.gov.

The shelf registration statement relating to these securities has previously been filed with the SEC and declared effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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 19 states and serves 94 utility territories. Spark offers its customers a variety of product and service choices, including stable and predictable energy costs and green product alternatives.

Cautionary Note Concerning Forward Looking Statements

This press release includes forward-looking statements regarding future events. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors, many of which are outside the control of Spark, and a variety of risks that could cause results to differ materially from those expected by the management of Spark. Spark undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

Contact: Spark Energy, Inc.

Investors:

Christian Hettick, 832-200-3727

Media:

Eric Melchor, 281-833-4151

 

Primary Logo

Source: Spark Energy, Inc.

Spark Energy, Inc. Announces Public Offering of Series A Preferred Stock

HOUSTON, Jan. 23, 2018 (GLOBE NEWSWIRE) — Spark Energy, Inc. (“Spark” or the “Company”) (NASDAQ:SPKE), an independent retail energy services company, announced today that it has commenced a public offering of its 8.75% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Stock”) pursuant to an effective shelf registration statement on Form S-3 previously filed with the Securities and Exchange Commission (the “SEC”). Spark will grant the underwriters a 30-day option to purchase additional shares of Series A Preferred Stock.

Spark intends to use the net proceeds of this offering for merger and acquisition opportunities, international expansion and general corporate purposes, including to repay a portion of borrowings outstanding under Spark’s senior secured borrowing base credit facility. B. Riley FBR, Inc., Janney Montgomery Scott LLC, BB&T Capital Markets, a division of BB&T Securities, LLC, and Ladenburg Thalmann & Co. Inc. will act as joint book-running managers of the offering. Boenning & Scattergood, Inc., Incapital LLC, National Securities Corporation, a wholly owned subsidiary of National Holdings, Inc. (NASDAQ:NHLD), and USCA Securities LLC will act as co-managers.

The offering may be made only by means of a prospectus and related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended. A copy of the preliminary prospectus supplement and accompanying base prospectus meeting such requirements relating to this offering may be obtained from any of the underwriters, including the offices of:

B. Riley FBR, Inc.
Attn: Syndicate Prospectus Department
1300 17th Street N., Suite 1400
Arlington, VA 22209
Phone: (800) 846-5050
Email: prospectuses@brileyfbr.com
Janney Montgomery Scott LLC
Attn: Taxable Fixed Income Department
1717 Arch Street, 19th Floor
Philadelphia, Pennsylvania 19103
Phone: 215-665-6130
Email: TFI@janney.com

BB&T Capital Markets
Attn: Prospectus Department
901 East Byrd Street, Suite 300
Richmond, VA 23219
Email: prospectusrequests@bbandtcm.com

Ladenburg Thalmann & Co.
Syndicate Department
277 Park Avenue, 26th Floor
New York, NY 10172
prospectus@ladenburg.com

You may also obtain these documents for free when they are available by visiting the Securities and Exchange Commission’s Web site at www.sec.gov.

The shelf registration statement relating to these securities has previously been filed with the SEC and declared effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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 19 states and serves 94 utility territories. Spark offers its customers a variety of product and service choices, including stable and predictable energy costs and green product alternatives.

Cautionary Note Concerning Forward Looking Statements

This press release includes forward-looking statements regarding future events. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors, many of which are outside the control of Spark, and a variety of risks that could cause results to differ materially from those expected by the management of Spark. Spark undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

Contact: Spark Energy, Inc.

Investors:

Christian Hettick, 832-200-3727

Media:

Eric Melchor, 281-833-4151

 

Primary Logo

Source: Spark Energy, Inc.

Spark Energy, Inc. Announces Updated Guidance on Select 2017 Financial Results

HOUSTON, Jan. 22, 2018 (GLOBE NEWSWIRE) — Spark Energy, Inc. (“Spark” or the “Company”) (NASDAQ:SPKE), an independent retail energy services company, announced today that is has updated its guidance on 2017 Adjusted EBITDA.

While still finalizing results for the year ended December 31, 2017, Spark is providing revised Adjusted EBITDA guidance of between $100.0 and $105.0 million for fiscal year 2017, which is consistent with the Company’s guidance update provided on its third quarter earnings call. The Company also expects residential customer equivalents (RCEs) in excess of 1,000,000 as of December 31, 2017.

“2017 was a strong year for us,” said Nathan Kroeker, Spark’s President and Chief Executive Officer. “In our three fiscal years as a public company, we increased our RCE count by over three times as well as brought our Adjusted EBITDA from just over $11 million to over $100 million. Those are remarkable accomplishments.”

These estimates and related matters in the reconciliation table below may change materially as Spark finalizes its results for 2017, including income tax expense actually recognized after taking into account effects related to the recent tax reform. Spark is also announcing today that it plans to present its Full Year and Fourth Quarter 2017 financial results in a conference call and webcast on Friday, March 9, 2018 at 10:00 AM Central (11:00 AM Eastern).

A live webcast of the conference call can be accessed from the Spark Energy Investor Relations website at ir.sparkenergy.com. An archived replay of the webcast will be available for twelve months following the live presentation.

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 19 states and serves 94 utility territories. Spark offers its customers a variety of product and service choices, including stable and predictable energy costs and green product alternatives.

We use our website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Investors should note that new materials, including press releases, updated investor presentations, and financial and other filings with the Securities and Exchange Commission are posted on the Spark Energy Investor Relations website at ir.sparkenergy.com. Investors are urged to monitor our website regularly for information and updates about the Company.

Cautionary Note Regarding Forward-Looking Statements

This press release includes forward-looking statements and projections, made in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the use of forward-looking terminology including “may,” “should,” “likely,” “will,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “plan,” “intend,” “project,” or other similar words. 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. However, a variety of factors could cause actual results to differ materially from those projected in the forward-looking statements, including (i) restrictions in our debt agreements and collateral requirements, (ii) our ability to borrow funds and access credit markets, (iii) our level of indebtedness, (iv) our ability to successfully and efficiently integrate acquisitions into our operations, (iv) federal, state and local regulation, including the industry’s ability to address or adapt to the enactment of any new regulations by the New York Public Service Commission that may seek to impose significant new restrictions on retail energy providers operating in New York, (v) other business risks affecting our liquidity and results of operations. Additional important risk factors that could cause actual results to differ materially from expectations are disclosed in Item 1A of Spark’s Form 10-K for the year ended December 31, 2016 and subsequent Form 10-Qs and other reports filed with the SEC. While Spark makes these statements and projections in good faith, neither Spark nor its management or affiliates can guarantee that anticipated future results will be achieved. Spark assumes no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by Spark, whether as a result of new information, future events, or otherwise. The Company’s year-end estimates are preliminary and based on the most current information available to it at this time. These estimates are subject to completion of the Company’s financial statements and the audit thereof which the Company expects to report in March 2018. The Company’s actual results may differ materially from these estimates.

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 and non-recurring operating items. EBITDA is defined as net income (loss) before provision for income taxes, interest expense and depreciation and amortization. We deduct all current period customer acquisition costs (representing spending for organic customer acquisitions) in the Adjusted EBITDA calculation because such costs reflect a cash outlay in the period in which they are incurred, even though we capitalize such costs and amortize them over two years 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. For example, our Adjusted EBITDA is lower in years of customer growth reflecting larger customer acquisition spending. We do not deduct the cost of customer acquisitions through acquisitions of business or portfolios of customers in calculated Adjusted EBITDA. 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. We also deduct non-cash compensation expense as a result of restricted stock units 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 our 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 condensed consolidated financial statements, such as industry analysts, investors, commercial banks and rating agencies, use to assess the following:

  • 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 measure most directly comparable to Adjusted EBITDA is net income (loss). Our non-GAAP financial measure of Adjusted EBITDA should not be considered as an alternative to net income (loss). 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 (loss), 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 measure, understanding the differences between the measures, and incorporating these data points into management’s decision-making process.

The following table presents a reconciliation of Adjusted EBITDA to net income (loss) for the period indicated.

APPENDIX TABLE A-1
ADJUSTED EBITDA RECONCILIATION
(in thousands)
(unaudited)
Year Ended December 31,
2017
Reconciliation of Adjusted EBITDA to Net Income:
Net income $ 67,000 – 82,000
Depreciation and amortization 42,000 – 43,000
Interest expense 11,000 – 13,000
Income tax expense 27,000 – 40,000
EBITDA 158,000 – 168,000
Less:
Net, Gains (losses) on derivative instruments 5,000 – 6,000
Net, Cash settlements on derivative instruments 16,000 – 17,000
Customer acquisition costs 26,000 – 27,000
One-time change in TRA liability due to tax reform 15,000 – 25,000
Plus:
Non-cash compensation expense 5,000 – 6,000
Adjusted EBITDA $ 100,000 – 105,000

Contact: Spark Energy, Inc.

Investors:

Christian Hettick, 832-200-3727

Media:

Eric Melchor, 281-833-4151

Primary Logo

Source: Spark Energy, Inc.

Spark Energy, Inc. Announces Dividends on Common and Preferred Stock

HOUSTON, Jan. 18, 2018 (GLOBE NEWSWIRE) — Spark Energy, Inc. (NASDAQ:SPKE), an independent retail energy services company  (“Spark” or the “Company”), announced today that its Board of Directors has declared a quarterly cash dividend for the fourth quarter of 2017 in the amount of $0.18125 per share of Class A Common Stock. This amount represents an annualized dividend of $0.725 per share. The fourth quarter dividend will be paid on March 16, 2018 to holders of record of Spark’s Class A Common Stock on March 2, 2018. Investors are reminded that on June 16, 2017, Spark completed a two-for-one stock split by means of a stock dividend.

Additionally, in accordance with the terms of the 8.75% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Stock”) of the Company, the Board of Directors has declared a quarterly cash dividend in the amount of $0.546875 per share of the Series A Preferred Stock. This amount represents an annualized dividend of $2.1875 per share. The dividend will be paid on April 16, 2018 to holders of record of Spark’s Series A Preferred Stock on April 2, 2018.

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 19 states and serves 94 utility territories. Spark offers its customers a variety of product and service choices, including stable and predictable energy costs and green product alternatives.

We use our website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Investors should note that new materials, including press releases, updated investor presentations, and financial and other filings with the Securities and Exchange Commission are posted on the Spark Energy Investor Relations website at ir.sparkenergy.com. Investors are urged to monitor our website regularly for information and updates about the Company.

Contact:  Spark Energy, Inc.

Investors:
Christian Hettick, 832-200-3727

Media:
Eric Melchor, 281-833-4151

Primary Logo

Source: Spark Energy, Inc.

Spark Energy, Inc. Announces Buyout of Verde Earnout Obligations

HOUSTON, Jan. 15, 2018 (GLOBE NEWSWIRE) — Spark Energy, Inc. (“Spark” or the “Company”) (NASDAQ:SPKE), an independent retail energy services company, announced today that the Company and Verde Energy USA Holdings, LLC (“Verde”) have agreed to terminate the earnout provisions of the purchase and sale transaction in which Spark acquired Verde’s operating subsidiaries in July 2017.

Pursuant to the Membership Interest and Stock Purchase Agreement (“MIPA”) entered into between the Company, its subsidiary, and Verde on May 5, 2017, the Company was obligated to pay 100% of the Adjusted EBITDA earned by the Verde Companies for the 18 months following closing that exceeds certain thresholds, subject to the Verde Companies’ ability to achieve defined customer count criteria. In connection with such obligations, Verde’s existing management continued to operate the business as a separate entity during the earnout period. The buyout transaction provides for a lump sum payment of approximately $6.0 million in June 2019 in substitution of the existing earnout obligations. With the buyout of the earnout provision, Spark management will assume complete control over Verde’s operations, effective immediately.

“The early buyout of the Verde earnout gives us the opportunity to begin immediate improvement in our bottom line results,” said Nathan Kroeker, Spark Energy’s President and Chief Executive Officer. “As I mentioned on our last earnings call, one of our near-term strategic priorities is to maximize process efficiencies and synergies through the integration of recent acquisitions. By ending the Verde earnout almost a year early, we are able to accelerate and realize synergies of the acquisition that should increase our Adjusted EBITDA performance in future periods.”

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 19 states and serves 94 utility territories. Spark offers its customers a variety of product and service choices, including stable and predictable energy costs and green product alternatives.

We use our website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Investors should note that new materials, including press releases, updated investor presentations, and financial and other filings with the Securities and Exchange Commission are posted on the Spark Energy Investor Relations website at ir.sparkenergy.com. Investors are urged to monitor our website regularly for information and updates about the Company.

Cautionary Note Regarding Forward-Looking Statements

This press release includes forward-looking statements and projections, made in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the use of forward-looking terminology including “may,” “should,” “likely,” “will,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “plan,” “intend,” “project,” or other similar words. 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. However, a variety of factors could cause actual results to differ materially from those projected in the forward-looking statements, including (i) restrictions in our debt agreements and collateral requirements, (ii) our ability to borrow funds and access credit markets, (iii) our level of indebtedness, (iv) our ability to successfully and efficiently integrate acquisitions into our operations, (iv) federal, state and local regulation, including the industry’s ability to prevail on its challenge to the New York Public Service Commission’s orders enacting new regulations that seek to impose significant new restrictions on retail energy providers operating in New York, (v) other business risks affecting our liquidity and results of operations. Additional important risk factors that could cause actual results to differ materially from expectations are disclosed in Item 1A of Spark’s Form 10-K for the year ended December 31, 2016 and subsequent Form 10-Qs and other reports filed with the SEC. While Spark makes these statements and projections in good faith, neither Spark nor its management or affiliates can guarantee that anticipated future results will be achieved. Spark assumes no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by Spark, whether as a result of new information, future events, or otherwise.

Contact: Spark Energy, Inc.

Investors:

Christian Hettick, 832-200-3727

Media:

Eric Melchor, 281-833-4151

Source: Spark Energy, Inc.

Spark Energy, Inc. Reports Third Quarter 2017 Financial Results

HOUSTON, Nov. 02, 2017 (GLOBE NEWSWIRE) — Spark Energy, Inc. (“Spark” or the “Company”) (NASDAQ:SPKE), an independent retail energy services company, today reported financial results for the quarter ended September 30, 2017.

Key Highlights

  • Achieved $19.6 million in Adjusted EBITDA, $50.6 million in Retail Gross Margin, and $12.9 million in Net Income for the third quarter
  • Total RCE count increased 16% to a record 957,000 as of September 30, 2017
  • Overall monthly attrition of 4.2% for the third quarter
  • Added two new banks and expanded the senior credit facility to $150.0 million in commitments with a new $50.0 million accordion

“Spark continues to deliver solid, dependable results, even in a quarter marked by milder-than-anticipated weather and the devastation of Hurricane Harvey,” said Nathan Kroeker, Spark Energy’s President and Chief Executive Officer. “During the quarter, we began the integration of Verde as we near completion of the Perigee integration.  In addition, we added two new banks to our credit facility, bringing our total lenders to seven with $150.0 million of commitments, with the additional capacity to expand the facility up to $200.0 million.

“As we turn our attention to 2018 and beyond, we are looking to expand on the success we have had in our international joint venture in Japan by entering additional international markets in the same manner. In addition, we plan to further integrate our recent acquisitions, driving process improvements and realizing significant synergies through economies of scale.  While we expect to realize a substantial part of the cost savings in 2019, we fully expect to begin benefiting from some of the  Adjusted EBITDA enhancements in 2018.”

Summary Third Quarter 2017 Financial Results

For the quarter ended September 30, 2017, Spark reported Adjusted EBITDA of $19.6 million compared to Adjusted EBITDA of $20.3 million for the quarter ended September 30, 2016. This decrease of $0.7 million is primarily attributable to milder-than-expected weather, the effects of Hurricane Harvey, and fixed costs associated with a larger customer base, partially offset by larger overall volumes.

For the quarter ended September 30, 2017, Spark reported Retail Gross Margin of $50.6 million compared to Retail Gross Margin of $45.2 million for the quarter ended September 30, 2016. This increase of $5.3 million is primarily attributable to the increased volumes of retail electricity following the Verde and Perigee acquisitions, mitigated by milder-than-anticipated weather in our service territories, lower unit margins in our retail electricity segment, and the effects of Hurricane Harvey.

Net income for the quarter ended September 30, 2017, was $12.9 million compared to net income of $6.8 million for the quarter ended September 30, 2016, primarily due to the increase in gross margin offset by higher general and administrative costs.

Strategic Update

Effective July 1, Spark acquired Verde Energy (“Verde”), which operates in eight states selling 100% renewable electricity and carbon-neutral gas products. Spark paid $65.8 million, consisting of $45.0 million of cash at closing and a $20.0 million sellers’ note, plus $20.8 million for working capital. There is an additional earnout that is subject to Verde’s ability to achieve defined performance metrics.

During the quarter, Spark increased the commitments on its credit facility by $30.0 million to $150.0 million.  Spark also executed an amendment to the credit facility that allows the Company to increase the credit facility to up to $200.0 million.

Liquidity and Capital Resources

($ in thousands) September 30, 2017
Cash and cash equivalents $ 11,249
Senior Credit Facility Availability 4,209
Subordinated Debt Availability 25,000
Total Liquidity $ 40,458

Dividend

Spark’s Board of Directors declared quarterly dividends of $0.18125 per share of Class A common stock payable on December 14, 2017, and $0.546875 per share of Series A Preferred Stock payable on January 15, 2018. Investors are reminded that on June 16, 2017, Spark completed a two-for-one stock split by means of a stock dividend.

Conference Call and Webcast

Spark will host a conference call to discuss third quarter 2017 results on Friday, November 3, 2017, at 10:00 AM Central Time (11:00 AM Eastern).

A live webcast of the conference call can be accessed from the Events & Presentations page of the Spark Energy Investor Relations website at http://ir.sparkenergy.com/events.cfm. An archived replay of the webcast will be available for twelve months following the live presentation.

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 19 states and serves 94 utility territories. Spark offers its customers a variety of product and service choices, including stable and predictable energy costs and green product alternatives.

We use our website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Investors should note that new materials, including press releases, updated investor presentations, and financial and other filings with the Securities and Exchange Commission are posted on the Spark Energy Investor Relations website at ir.sparkenergy.com. Investors are urged to monitor our website regularly for information and updates about the Company.

Cautionary Note Regarding 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 within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) can be identified by the use of forward-looking terminology including “guidance,” “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, objectives and beliefs 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 earnings release are subject to risks and uncertainties. Important factors that 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,
  • milder than forecasted weather conditions,
  • impact of hurricanes and other natural disasters,
  • the sufficiency of risk management and hedging policies,
  • customer concentration,
  • federal, state and local regulation, including the industry’s ability to prevail on its challenge to the New York Public Service Commission’s order enacting new regulations that sought to impose significant new restrictions on retail energy providers operating in New York,
  • 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,
  • actual results of the companies we acquire,
  • accuracy of 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,
  • ability to achieve expected future results attributable to acquisitions,
  • changes in the assumptions we used to estimate our 2017 Adjusted EBITDA, including weather and customer acquisition costs,
  • competition, and
  • the “Risk Factors” in our Form 10-K for the year ended December 31, 2016, and in our quarterly reports, other public filings and press releases.

You should review the Risk Factors and other factors noted throughout or incorporated by reference in this earnings release that 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 earnings 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 CONSOLIDATED BALANCE SHEETS
 AS OF SEPTEMBER 30, 2017 AND DECEMBER 31, 2016
(in thousands)
(unaudited)
September 30,
2017
December 31,
2016
Assets
Current assets:
Cash and cash equivalents $ 11,249 $ 18,960
Restricted cash
Accounts receivable, net of allowance for doubtful accounts of $3.1 million and $2.3 million as of
September 30, 2017 and December 31, 2016, respectively
111,254 112,491
Accounts receivable—affiliates 4,466 2,624
Inventory 5,688 3,752
Fair value of derivative assets 1,444 8,344
Customer acquisition costs, net 20,872 18,834
Customer relationships, net 17,978 12,113
Prepaid assets 1,353 1,361
Deposits 9,570 7,329
Other current assets 17,322 12,175
Total current assets 201,196 197,983
Property and equipment, net 8,623 4,706
Fair value of derivative assets 138 3,083
Customer acquisition costs, net 6,670 6,134
Customer relationships, net 40,559 21,410
Deferred tax assets 50,302 55,047
Goodwill 120,154 79,147
Other assets 11,814 8,658
Total assets $ 439,456 $ 376,168
Liabilities, Series A Preferred Stock and Stockholders’ Equity
Current liabilities:
Accounts payable $ 53,866 $ 52,309
Accounts payable—affiliates 4,683 3,775
Accrued liabilities 32,833 36,619
Fair value of derivative liabilities 3,879 680
Current portion of Senior Credit Facility 7,500 51,287
Current payable pursuant to tax receivable agreement—affiliates 1,454
Current contingent consideration for acquisitions 4,248 11,827
Current portion of note payable 13,276 15,501
Convertible subordinated notes to affiliates 6,582
Other current liabilities 1,804 5,476
Total current liabilities 123,543 184,056
Long-term liabilities:
Fair value of derivative liabilities 3,410 68
Payable pursuant to tax receivable agreement—affiliates 48,432 49,886
Long-term portion of Senior Credit Facility 84,025
Subordinated debt—affiliate 5,000
Deferred tax liability 938
Contingent consideration for acquisitions 4,458 10,826
Other long-term liabilities 489 1,658
Long-term portion of note payable 4,575
Total liabilities $ 268,932 $ 252,432
Commitments and contingencies (Note 13)
Series A Preferred Stock, par value $0.01 per share, 20,000,000 shares authorized, 1,610,000 shares issued
and outstanding at June 30, 2017 and zero shares issued and outstanding at December 31, 2016
41,244
Stockholders’ equity:
    Common Stock (1) :
Class A common stock, par value $0.01 per share, 120,000,000 shares authorized, 13,235,082 issued, and
13,145,636 outstanding at September 30, 2017 and 12,993,118 issued and outstanding at December 31, 2016
132 65
Class B common stock, par value $0.01 per share, 60,000,000 shares authorized, 21,485,126 issued and
outstanding at September 30, 2017 and 20,449,484 issued and outstanding at December 31, 2016
216 103
    Additional paid-in capital 36,502 25,413
    Accumulated other comprehensive (income)/loss (22 ) 11
    Retained earnings 1,164 4,711
    Treasury stock, at cost, 89,446 shares at September 30, 2017 and zero shares at December 31, 2016 (1,888 )
    Total stockholders’ equity 36,104 30,303
Non-controlling interest in Spark HoldCo, LLC 93,176 93,433
    Total equity 129,280 123,736
Total liabilities, Series A Preferred Stock and stockholders’ equity $ 439,456 $ 376,168

 

(1) Outstanding shares of common stock reflect the two-for-one stock split, which took effect on June 16, 2017. See Note 4 “Equity” in our 10-Q for further discussion.
SPARK ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016
(in thousands)
(unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2017
2016 (2) 2017 (1) 2016 (2)
Revenues:
Retail revenues $ 215,856 $ 157,986 $ 563,960 $ 378,063
Net asset optimization (expense)/revenues (3) (320 ) 108 (681 ) (42 )
Total Revenues 215,536 158,094 563,279 378,021
Operating Expenses:
Retail cost of revenues (4) 160,373 122,830 420,771 248,593
General and administrative (5) 25,566 18,009 69,405 55,188
Depreciation and amortization 11,509 8,295 30,435 23,337
Total Operating Expenses 197,448 149,134 520,611 327,118
Operating income 18,088 8,960 42,668 50,903
Other (expense)/income:
Interest expense (2,863 ) (1,270 ) (8,760 ) (2,855 )
Interest and other income 168 240 102 340
Total other expenses (2,695 ) (1,030 ) (8,658 ) (2,515 )
Income before income tax expense 15,393 7,930 34,010 48,388
Income tax expense 2,451 1,129 5,265 6,852
Net income $ 12,942 $ 6,801 $ 28,745 $ 41,536
Less: Net income attributable to non-controlling interests 10,595 6,618 23,049 34,839
Net income attributable to Spark Energy, Inc. stockholders $ 2,347 $ 183 $ 5,696 $ 6,697
Less: Dividend on Series A preferred stock 932 2,106
Net income attributable to stockholders of Class A common stock $ 1,415 $ 183 $ 3,590 $ 6,697
Other comprehensive loss, net of tax:
Currency translation loss $ (13 ) $ (12 ) $ (88 ) $ (73 )
Other comprehensive loss (13 ) (12 ) (88 ) (73 )
Comprehensive income $ 12,929 $ 6,789 $ 28,657 $ 41,463
Less: Comprehensive income attributable to non-controlling interests 10,587 6,611 22,994 34,799
Comprehensive income attributable to Spark Energy, Inc. stockholders $ 2,342 $ 178 $ 5,663 $ 6,664

 

(1) Financial information has been recast to include results attributable to the acquisition of Perigee Energy, LLC by an affiliate on February 3, 2017. See Notes 2 and 3 “Basis of Presentation and Summary of Significant Accounting Policies” and “Acquisitions” for further discussion.
(2) Financial information has been recast to include results attributable to the acquisition of the Major Energy Companies by an affiliate on April 15, 2016. See Note 2 and 3 “Basis of Presentation and Summary of Significant Accounting Policies” and  “Acquisitions” for further discussion.
(3) Net asset optimization revenues (expenses) includes asset optimization revenues—affiliates of $0 and $0 for the three months ended September 30, 2017 and 2016, respectively, and asset optimization revenues—affiliates cost of revenues of $0 and $0 for the three months ended September 30, 2017 and 2016, respectively, and asset optimization revenues—affiliates of $0 and $154 for the nine months ended September 30, 2017 and 2016, respectively, and asset optimization revenue—affiliates cost of revenues of $0 and $1,633 for the nine months ended September 30, 2017 and 2016, respectively.
(4) Retail cost of revenues includes retail cost of revenues—affiliates of $0 and less than $0 for the three months ended September 30, 2017 and 2016, respectively, and $0 and less than $100 for the nine months ended September 30, 2017 and 2016, respectively.
(5) General and administrative includes general and administrative expense—affiliates of $5,500 and $3,078 for the three months ended September 30, 2017 and 2016, respectively, and $18,800 and $11,521 for the nine months ended September 30, 2017 and 2016, respectively.
SPARK ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017
(in thousands)
(unaudited)
Issued
Shares of
Class A
Common
Stock
Issued
Shares of
Class B
Common
Stock
Treasury
Stock
Class A
Common
Stock
Class B
Common
Stock
Treasury
Stock
Accumulated
Other
Comprehensive
Income (Loss)
Additional
Paid-in
Capital
Retained
Earnings
(Deficit)
Total
Stockholders’
Equity
Non-
controlling
Interest
Total
Equity
Balance at December 31, 2016 6,497 10,225 $ 65 $ 103 $ 11 $ 25,413 $ 4,711 $ 30,303 $ 93,433 $ 123,736
Stock based compensation 1,956 1,956 1,956
Restricted stock unit vesting 121 1 1,053 1,054 1,054
Consolidated net income 5,696 5,696 23,049 28,745
Foreign currency translation adjustment for equity method investee (33 ) (33 ) (55 ) (88 )
Distributions paid to non-controlling unit holders (24,270 ) (24,270 )
Net contribution by NG&E 1,019 1,019
Dividends paid to Class A common stockholders (7,137 ) (7,137 ) (7,137 )
Dividends to Preferred Stock (2,106 ) (2,106 ) (2,106 )
Proceeds from disgorgement of stockholder short-swing profits 464 464 464
Conversion of Convertible Subordinated Notes to Class B Common Stock 518 5 7,790 7,795 7,795
Treasury Stock (89 ) (1,888 ) (1,888 ) (1,888 )
Stock Split 6,617 10,742 66 108 (174 )
Balance at September 30, 2017 13,235 21,485 (60 ) $ 132 $ 216 $ (1,888 ) $ (22 ) $ 36,502 $ 1,164 $ 36,104 $ 93,176 $ 129,280
SPARK ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016
(in thousands)
(unaudited)
Nine Months Ended September 30,
2017 (1) 2016 (2)
Cash flows from operating activities:
Net income $ 28,745 $ 41,536
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation and amortization expense 30,584 32,743
Deferred income taxes 681 1,408
Stock based compensation 4,023 4,027
Amortization of deferred financing costs 750 465
Excess tax benefit related to restricted stock vesting 179
Change in Fair Value of Earnout liabilities (9,423 ) 843
Accretion on fair value of Earnout liabilities 3,787
Bad debt expense 3,436 842
Loss (gain) on derivatives, net 34,225 (2,887 )
Current period cash settlements on derivatives, net (20,816 ) (18,693 )
Accretion of discount to convertible subordinated notes to affiliate 1,004
Other 123 314
Changes in assets and liabilities:
Decrease in accounts receivable 18,056 21,147
Increase in accounts receivable—affiliates (2,508 ) (997 )
(Increase) decrease in inventory (1,936 ) 568
Increase in customer acquisition costs (18,642 ) (10,234 )
Decrease (increase) in prepaid and other current assets 1,536 (923 )
(Increase) decrease in other assets (664 ) 733
Decrease in accounts payable and accrued liabilities (9,301 ) (6,490 )
Increase in accounts payable—affiliates 1,165 636
Increase (decrease) in other current liabilities 22 (1,783 )
Decrease in other non-current liabilities (1,170 ) (1,612 )
Net cash provided by operating activities 63,824 61,643
Cash flows from investing activities:
Purchases of property and equipment (1,438 ) (1,763 )
Payment of CenStar Earnout (1,343 )
Payment of the Major Energy Companies Earnout (7,403 )
Payment of the Provider Companies Earnout and Installment Note (7,738 )
Acquisition of Major Energy Companies and Provider Companies (30,507 )
Acquisitions of Perigee and other customers (11,464 )
Acquisition of the Verde Companies (67,934 )
Contribution to equity method investment in eRex Spark (562 )
Net cash used in investing activities (95,977 ) (34,175 )
Cash flows from financing activities:
Proceeds from issuance of Series A Preferred Stock, net of issuance costs paid 40,312
Borrowings on notes payable 139,400 47,923
Payments on notes payable (119,664 ) (44,601 )
  Proceeds from issuance of Class B common stock 13,995
Proceeds from disgorgement of stockholders short-swing profits 872 941
Restricted stock vesting (2,009 ) (1,183 )
Excess tax benefit related to restricted stock vesting 185
Payment of dividends to Class A common stockholders (7,137 ) (6,012 )
Payment of distributions to non-controlling unitholders (24,270 ) (26,283 )
Payment (Accrual) of Dividends to Preferred Stock (1,174 )
Purchase of Treasury Stock (1,888 )
   Net cash provided by (used in) financing activities 24,442 (15,035 )
(Decrease) increase in Cash and cash equivalents and Restricted cash (7,711 ) 12,433
Cash and cash equivalents and Restricted cash—beginning of period 18,960 4,474
Cash and cash equivalents and Restricted cash—end of period $ 11,249 $ 16,907
Supplemental Disclosure of Cash Flow Information:
Non-cash items:
         Issuance of Class B common stock to affiliates for Major Energy Companies acquisition 0 40,000
Contingent consideration — earnout obligations incurred in connection with the Verde
Companies acquisition
$ 5,400
Contingent consideration – earnout obligations incurred in connection with the Provider
Companies and Major Energy Companies acquisitions
0 18,936
Assumption of legal liability in connection with the Major Energy Companies acquisition 0 5,000
Net contribution by NG&E in excess of cash 1019 6,040
  Installment consideration incurred in connection with the Verde Companies acquisition $ 17,851
  Installment consideration incurred in connection with the Provider Companies acquisition 0 3,023
  Property and equipment purchase accrual $ 41 $ 64
  Liability due to tax receivable agreement $ 0 $ (29,912 )
  Tax benefit from tax receivable agreement $ 0 $ 33,124
Cash paid during the period for:
Interest $ 4,113 $ 1,450
Taxes $ 7,769 $ 3,783

(1) Financial information has been recast to include results attributable to the acquisition of Perigee Energy, LLC by an affiliate on February 3, 2017. See Notes 2 and 3 “Basis of Presentation and Summary of Significant Accounting Policies” and “Acquisitions,” respectively, for further discussion.
(2) Financial information has been recast to include results attributable to the acquisition of the Major Energy Companies by an affiliate on April 15, 2016. See Notes 2 and 3 “Basis of Presentation and Summary of Significant Accounting Policies” and “Acquisitions,” respectively, for further discussion.

SPARK ENERGY, INC.
OPERATING SEGMENT RESULTS
FOR THE THREE AND NINE MONTHS ENDED September 30, 2017 AND 2016
(in thousands, except per unit operating data)
(unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2017 2016 2017 2016
(in thousands, except volume and per unit operating data)
Retail Natural Gas Segment
Total Revenues $ 13,277 $ 13,851 $ 95,418 $ 84,450
Retail Cost of Revenues 6,779 9,230 56,253 38,976
Less: Net Asset Optimization (Expenses) Revenues (320 ) 108 (681 ) (42 )
Less: Net Gains (Losses) on non-trading
derivatives, net of cash settlements
743 (1,526 ) (2,344 ) 4,132
Retail Gross Margin — Gas $ 6,075 $ 6,039 $ 42,190 $ 41,384
Volumes — Gas (MMBtus) 1,706,132 1,775,174 12,554,497 10,893,631
Retail Gross Margin — Gas per MMBtu $ 3.56 $ 3.40 $ 3.36 $ 3.80
Retail Electricity Segment
Total Revenues $ 202,259 $ 144,243 $ 467,861 $ 293,571
Retail Cost of Revenues 153,594 113,600 364,518 209,617
Less: Net Gains (Losses) on non-trading
derivatives, net of cash settlements
4,170 (8,546 ) (12,786 ) 1,728
Retail Gross Margin — Electricity $ 44,495 $ 39,189 $ 116,129 $ 82,226
Volumes — Electricity (MWhs) 2,063,894 1,451,182 4,828,629 2,917,674
Retail Gross Margin — Electricity per MWh $ 21.56 $ 27.01 $ 24.05 $ 28.18

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 and non-recurring operating items. EBITDA is defined as net income (loss) before provision for income taxes, interest expense and depreciation and amortization. We deduct all current period customer acquisition costs (representing spending for organic customer acquisitions) in the Adjusted EBITDA calculation because such costs reflect a cash outlay in the period in which they are incurred, even though we capitalize such costs and amortize them over two years 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. For example, our Adjusted EBITDA is lower in years of customer growth reflecting larger customer acquisition spending. We do not deduct the cost of customer acquisitions through acquisitions of business or portfolios of customers in calculated Adjusted EBITDA. 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. We also deduct non-cash compensation expense as a result of restricted stock units 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 our 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 condensed consolidated financial statements, such as industry analysts, investors, commercial banks and rating agencies, use to assess the following:

  • 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.

Retail Gross Margin

We define retail gross margin as operating income (loss) plus (i) depreciation and amortization expenses and (ii) general and administrative expenses, less (i) net asset optimization revenues, (ii) net gains (losses) on non-trading derivative instruments, and (iii) net current period cash settlements on non-trading 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 (loss), its most directly comparable financial measure calculated and presented in accordance with GAAP.

We believe retail gross margin provides information useful to investors as an indicator of our retail energy business’s operating performance.

The GAAP measures most directly comparable to Adjusted EBITDA are net income (loss) and net cash provided by operating activities. The GAAP measure most directly comparable to Retail Gross Margin is operating income (loss). Our non-GAAP financial measures of Adjusted EBITDA and Retail Gross Margin should not be considered as alternatives to net income (loss), net cash provided by operating activities, or operating income (loss). Adjusted EBITDA and Retail Gross Margin are not presentations made in accordance with GAAP and have important limitations as analytical tools. You should not consider Adjusted EBITDA or Retail Gross Margin in isolation or as a substitute for analysis of our results as reported under GAAP. Because Adjusted EBITDA and Retail Gross Margin exclude some, but not all, items that affect net income (loss) and net cash provided by operating activities, and are defined differently by different companies in our industry, our definition of Adjusted EBITDA and Retail Gross Margin may not be comparable to similarly titled measures of other companies.

Management compensates for the limitations of Adjusted EBITDA and Retail Gross Margin as analytical tools 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 each of the periods indicated.

APPENDIX TABLES A-1 AND A-2
ADJUSTED EBITDA RECONCILIATIONS
(in thousands)
(unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands) 2017
2016
2017 2016
Reconciliation of Adjusted EBITDA to Net Income:
Net income $ 12,942 $ 6,801 $ 28,745 $ 41,536
Depreciation and amortization 11,509 8,295 30,435 23,337
Interest expense 2,863 1,270 8,760 2,855
Income tax expense 2,451 1,129 5,265 6,852
EBITDA 29,765 17,495 73,205 74,580
Less:
Net, (losses) gains on derivative instruments (2,752 ) (609 ) (34,225 ) 2,887
Net, Cash settlements on derivative instruments 7,457 (8,869 ) 18,808 3,427
Customer acquisition costs 6,568 8,242 18,642 15,217
  Plus:
  Non-cash compensation expense 1,118 1,585 4,023 4,027
Adjusted EBITDA $ 19,610 $ 20,316 $ 74,003 $ 57,076
Three Months Ended
September 30,
Nine Months Ended
September 30,
(in thousands) 2017 2016 2017 2016
Reconciliation of Adjusted EBITDA to
net cash provided by operating
activities:
Net cash provided by (used in) operating activities $ 16,418 $ (48,157 ) $ 63,824 $ 61,643
Amortization of deferred financing costs (219 ) (231 ) (750 ) (465 )
Allowance for doubtful accounts and bad debt expense (2,517 ) (381 ) (3,436 ) (842 )
Interest expense 2,863 1,270 8,760 2,855
Income tax expense 2,451 1,129 5,265 6,852
Changes in operating working capital
Accounts receivable, prepaids, current assets 4,457 4,475 (17,084 ) (19,227 )
Inventory 2,246 1,672 1,936 (568 )
Accounts payable and accrued liabilities (9,973 ) 54,299 8,136 5,854
Other 3,884 6,240 7,352 974
Adjusted EBITDA $ 19,610 $ 20,316 $ 74,003 $ 57,076
Cash Flow Data:
Cash flows provided by (used in) operating activities $ 16,418 $ (48,157 ) $ 63,824 $ 61,643
Cash flows (used in) provided by investing activities (5,712 ) 17,976 (95,977 ) (34,175 )
Cash flows (used in) provided by financing activities (13,502 ) 34,242 24,442 (15,035 )

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
September 30,
Nine Months Ended
September 30,
(in thousands) 2017 2016 2017 2016
Reconciliation of Retail Gross Margin to
Operating Income:
Operating income $ 18,088 $ 8,960 $ 42,668 $ 50,903
Depreciation and amortization 11,509 8,295 30,435 23,337
General and administrative 25,566 18,009 69,405 55,188
Less:
Net asset optimization (expenses) revenues (320 ) 108 (681 ) (42 )
Net, Losses (gains) on non-trading derivative instruments (2,568 ) (1,183 ) (34,146 ) 2,519
Net, Cash settlements on non-trading derivative instruments 7,481 (8,889 ) 19,016 3,341
Retail Gross Margin $ 50,570 $ 45,228 $ 158,319 $ 123,610
Retail Gross Margin – Retail Natural Gas Segment $ 6,075 $ 6,039 $ 42,190 $ 41,384
Retail Gross Margin – Retail Electricity Segment $ 44,495 $ 39,189 $ 116,129 $ 82,226

 

Contact: Spark Energy, Inc.

Investors:

Robert Lane, 832-200-3727

ir@sparkenergy.com

Media:

Eric Melchor, 281-833-4151

Source: Spark Energy, Inc.

Spark Energy, Inc. to Present Third Quarter 2017 Financial Results on Friday, November 3, 2017

HOUSTON, Oct. 20, 2017 (GLOBE NEWSWIRE) — Spark Energy, Inc. (NASDAQ:SPKE), an independent retail energy services company, (“Spark” or the “Company”), announced today that it plans to present its Third Quarter 2017 financial results in a conference call and webcast on Friday, November 3, 2017 at 10:00 AM Central (11:00 AM Eastern).

A live webcast of the conference call can be accessed from the Events & Presentations page of the Spark Energy Investor Relations website at ir.sparkenergy.com/events.cfm. An archived replay of the webcast will be available for twelve months following the live presentation.

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 19 states and serves 94 utility territories. Spark offers its customers a variety of product and service choices, including stable and predictable energy costs and green product alternatives.

We use our website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Investors should note that new materials, including press releases, updated investor presentations, and financial and other filings with the Securities and Exchange Commission are posted on the Spark Energy Investor Relations website at ir.sparkenergy.com. Investors are urged to monitor our website regularly for information and updates about the Company.

Contact:  Spark Energy, Inc.

Investors:
Robert Lane, 832-200-3727

Media:
Eric Melchor, 281-833-4151

Source: Spark Energy, Inc.

Spark Energy, Inc. Announces Common and Preferred Stock Dividends

HOUSTON, Oct. 19, 2017 (GLOBE NEWSWIRE) — Spark Energy, Inc. (NASDAQ:SPKE), an independent retail energy services company  (“Spark” or the “Company”), announced today that its Board of Directors has declared a quarterly cash dividend for the third quarter of 2017 in the amount of $0.18125 per share of Class A Common Stock. This amount represents an annualized dividend of $0.725 per share. The third quarter dividend will be paid on December 14, 2017 to holders of record of Spark’s Class A Common Stock on November 29, 2017. Investors are reminded that on June 16, 2017, Spark completed a two-for-one stock split by means of a stock dividend.

Additionally, in accordance with the terms of the 8.75% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Stock”) of the Company, the Board of Directors has declared a quarterly cash dividend in the amount of $0.546875 per share of the Series A Preferred Stock. This amount represents an annualized dividend of $2.1875 per share. The dividend will be paid on January 15, 2018 to holders of record of Spark’s Series A Preferred Stock on January 1, 2018.

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 19 states and serves 94 utility territories. Spark offers its customers a variety of product and service choices, including stable and predictable energy costs and green product alternatives.

We use our website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Investors should note that new materials, including press releases, updated investor presentations, and financial and other filings with the Securities and Exchange Commission are posted on the Spark Energy Investor Relations website at ir.sparkenergy.com. Investors are urged to monitor our website regularly for information and updates about the Company.

Contact:  Spark Energy, Inc.

Investors:
Robert Lane, 832-200-3727

Media:
Eric Melchor, 281-833-4151

Source: Spark Energy, Inc.