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8-K - 8-K Q3 PRESS RELEASE - Spark Energy, Inc.a8-kearningsreleaseq32015.htm

Spark Energy, Inc. Reports Third Quarter 2015 Financial Results
HOUSTON, Nov. 11, 2015 (GLOBE NEWSWIRE) -- Spark Energy, Inc. (NASDAQ:SPKE), a Delaware corporation ("Spark"), today reported financial results for the quarter ended September 30, 2015.
For the third quarter of 2015, Adjusted EBITDA was $5.6 million and Retail Gross Margin was $26.7 million on revenue of $91.3 million, compared to Adjusted EBITDA of $(4.4) million and Retail Gross Margin of $14.6 million for the third quarter of 2014.
“We are very pleased with our third quarter results,” said Nathan Kroeker, Spark Energy, Inc.’s President and Chief Executive Officer. “With enhanced margins in our retail electricity and retail natural gas segments and the addition of our Oasis Energy and CenStar Energy acquisitions, we earned $5.6 million of Adjusted EBITDA and $26.7 million of Retail Gross Margin.
“The CenStar Energy and Oasis Energy acquisitions added over 100,000 residential customer equivalents, bringing our total to over 400,000. In addition to these transactions, we also amended and restated our senior credit facility during the quarter to support our continued growth initiatives.”
Third Quarter 2015 Highlights
$5.6 million in Adjusted EBITDA and $26.7 million in Retail Gross Margin
Closed CenStar Energy and Oasis Energy transactions
Amended and restated existing senior credit facility
Expanded margins in retail electricity and retail natural gas segments
Invested $5.8 million in organic customer acquisitions
Paid second quarter dividend of $0.3625 per share of Class A common stock on September 14, 2015
Declared third quarter dividend of $0.3625 per share of Class A common stock payable on December 14, 2015
Summary Third Quarter 2015 Financial Results
For the quarter ended September 30, 2015, Spark reported Adjusted EBITDA of $5.6 million on $91.3 million of revenue compared to Adjusted EBITDA of $(4.4) million for the quarter ended September 30, 2014. This increase of $10.0 million is primarily attributable to increased retail gross margin in our electricity segment, decreased customer acquisition costs, and our CenStar Energy and Oasis Energy acquisitions, partially offset by increased general and administrative expenses.
For the quarter ended September 30, 2015, Spark reported Retail Gross Margin of $26.7 million compared to Retail Gross Margin of $14.6 million for the quarter ended September 30, 2014. This increase of $12.1



million is primarily attributable to expanded retail electricity unit margins and increased retail electricity volumes. Favorable supply costs across several of our markets were a key driver of these elevated unit margins in the third quarter.
Net income for the quarter ended September 30, 2015 was $5.9 million, or $0.31 per diluted common share compared to net income of $0.4 million, or $0.03 per diluted common share for the quarter ended September 30, 2014.
Liquidity and Capital Resources
(in thousands)
September 30, 2015
 
Cash and cash equivalents
$
  7,355
 
 
Senior Credit Facility Working Capital Line Availability (1)
 
  13,300
 
 
Senior Credit Facility Acquisition Line Availability (2)
 
  3,775
 
 
Total Liquidity
$
  24,430
 
 
(1) Subject to Senior Credit Facility borrowing base restrictions
 
 
(2) Subject to Senior Credit Facility covenant restrictions
 
 
 Conference Call and Webcast
Spark will host a conference call to discuss third quarter 2015 results on Thursday, November 12, 2015 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 16 states and serves 66 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 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 “may,” “should,” “likely,” “will,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “plan,” “intend,” “project,” 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 report are subject to risks and uncertainties. Important factors which could cause actual results to materially differ from those projected in the forward-looking statements include, but are not limited to:
changes in commodity prices,
extreme and unpredictable weather conditions,
the sufficiency of risk management and hedging policies,
customer concentration,
federal, state and local regulation,
key license retention,
increased regulatory scrutiny and compliance costs,
our ability to borrow funds and access credit markets,
restrictions in our debt agreements and collateral requirements,
credit risk with respect to suppliers and customers,
level of indebtedness,
changes in costs to acquire customers,
actual customer attrition rates,
actual bad debt expense in non-POR markets,
accuracy of internal billing systems,
ability to successfully navigate entry into new markets,
whether our majority shareholder or its affiliates offers us acquisition opportunities on terms that are commercially acceptable to us,
ability to successfully and efficiently integrate acquisitions into our operations,
competition, and
other factors discussed in “Risk Factors” in our Form 10-K for the year ended December 31, 2014, our Form 10-Q for the quarter ended June 30, 2015 and in our other public filings and press releases.
You should review the risk factors and other factors disclosed throughout our Report on Form 10-K for the year ended December 31, 2014 and the Form 10-Q for the quarter ended September 30, 2015, both of which are filed with the Securities and Exchange Commission, which could cause our actual results to differ



materially from those contained in any forward-looking statement. All forward-looking statements speak only as of the date of this release. Unless required by law, we disclaim any obligation to publicly update or revise these statements whether as a result of new information, future events or otherwise. It is not possible for us to predict all risks, nor can we assess the impact of all factors on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.


























SPARK ENERGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2015 AND DECEMBER 31, 2014
(in thousands)
(unaudited)
 
 
September 30, 2015
December 31, 2014
Assets
 
 
Current assets:
 
 
Cash and cash equivalents
$
7,355
 
$
4,359
 
Restricted cash
 
-
 
 
707
 
Accounts receivable, net of allowance for doubtful accounts of $3.0 million and $8.0 million as of September 30, 2015 and December 31, 2014
 
50,284
 
 
63,797
 
Accounts receivable - affiliates
 
1,447
 
 
1,231
 
Inventory
 
5,230
 
 
8,032
 
Fair value of derivative assets
 
129
 
 
216
 
Customer acquisition costs, net
 
15,260
 
 
12,369
 
Intangible assets - customer acquisitions, net
 
1,439
 
 
486
 
Acquired customer intangibles - current, net
 
5,979
 
 
-
 
Prepaid assets
 
420
 
 
1,236
 
Prepaid assets - affiliates
 
120
 
 
-
 
Deposits
 
6,952
 
 
10,569
 
Current deferred tax asset
 
803
 
 
-
 
Other current assets
 
4,503
 
 
2,987
 
Total current assets
 
99,921
 
 
105,989
 
Property and equipment, net
 
4,422
 
 
4,221
 
Customer acquisition costs
 
4,618
 
 
2,976
 
Intangible assets - customer acquisitions
 
1,971
 
 
1,015
 
Acquired customer intangibles
 
5,979
 
 
-
 
Trademarks
 
1,226
 
 
-
 
Deferred tax assets
 
23,196
 
 
24,047
 
Goodwill
 
18,385
 
 
-
 
Other assets
 
735
 
 
149
 
Total assets
$
160,453
 
$
138,397
 
Liabilities and Stockholders' Equity
 
 
Current liabilities:
 
 
Accounts payable
$
28,731
 
$
38,210
 
Accounts payable - affiliates
 
1,867
 
 
1,017
 
Accrued liabilities
 
10,409
 
 
7,195
 
Fair value of derivative liabilities
 
6,437
 
 
11,526
 
Current portion of Senior Credit Facility
 
31,306
 
 
33,000
 
Other current liabilities
 
834
 
 
1,868
 



Total current liabilities
 
79,584
 
 
92,816
 
Long-term liabilities:
 
 
Fair value of derivative liabilities
 
873
 
 
478
 
Payable pursuant to tax receivable agreement - affiliates
 
20,767
 
 
20,767
 
Long-term portion of Senior Credit Facility
 
15,919
 
 
-
 
Non-current deferred tax liability
 
824
 
 
-
 
Convertible subordinated notes to affiliate
 
6,307
 
 
-
 
Other long-term liabilities
 
1,605
 
 
219
 
Total liabilities
 
125,879
 
 
114,280
 
Stockholders' equity:
 
 
Common Stock:
 
 
Class A common stock, par value $0.01 per share, 120,000,000 shares authorized, 3,097,193 issued and outstanding at September 30, 2015 and 3,000,000 issued and outstanding at December 31, 2014
 
31
 
 
30
 
Class B common stock, par value $0.01 per share, 60,000,000 shares authorized, 10,750,000 issued and outstanding at September 30, 2015 and 10,750,000 issued and outstanding at December 31, 2014
 
108
 
 
108
 
Preferred Stock:
 
 
Preferred stock, par value $0.01 per share, 20,000,000 shares authorized, zero issued and outstanding at September 30, 2015 and December 31, 2014
 
-
 
 
-
 
Additional paid-in capital
 
11,933
 
 
9,296
 
Retained deficit
 
(224)
 
 
(775)
 
Total stockholders' equity
 
11,848
 
 
8,659
 
Non-controlling interest in Spark HoldCo, LLC
 
22,726
 
 
15,458
 
Total equity
 
34,574
 
 
24,117
 
Total liabilities and stockholders' equity
$
160,453
 
$
138,397
 
 
 
 
 




 








SPARK ENERGY, INC.
CONDENSED COMBINED AND CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014
(in thousands, except per share data)
(unaudited)
 
 
Three Months Ended September 30,
Nine Months Ended September 30,
 
 
2015
 
 
2014
 
 
2015 (1)
 
 
2014
 
Revenues:
 
 
 
 
Retail revenues (including retail revenues - affiliates of $0 for both the three months ended September 30, 2015 and 2014, respectively and retail revenues - affiliates of $0 and $2,170 for the nine months ended September 30, 2015 and 2014, respectively)
$
91,812
 
$
68,358
 
$
261,996
 
$
238,453
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net asset optimization (expenses) revenues (including asset optimization revenues - affiliates of $263 and $3,208 for the three months ended September 30, 2015 and 2014, respectively, and asset optimization revenues - affiliates cost of revenues of $3,382 and $6,450 for the three months ended September 30, 2015 and 2014, respectively and asset optimization revenues - affiliates of $928 and $10,341 for the nine months ended September 30, 2015 and 2014, respectively, and asset optimization revenues - affiliates cost of revenues of $9,589 and $25,004 for the nine months ended September 30, 2015 and 2014, respectively)
 
(545)
 
 
(141)
 
 
1,317
 
 
1,681
 
Total Revenues
 
91,267
 
 
68,217
 
 
263,313
 
 
240,134
 
Operating Expenses:
 
 
 
 
Retail cost of revenues (including retail cost of revenues - affiliates of $0 and $0.1 million for the three months ended September 30, 2015 and 2014, respectively and retail cost of revenues-affiliates of less than $0.1 million and $0.1 million for the nine months ended September 30, 2015 and 2014, respectively)
 
60,967
 
 
51,863
 
 
176,000
 
 
192,371
 



General and administrative (including general and administrative expense - affiliates of $0 and $0.1 million for the three months ended September 30, 2015 and 2014, respectively and general and administrative expense - affiliates of $0 and $0.1 million for the nine months ended September 30, 2015 and 2014, respectively)
 
15,493
 
 
10,634
 
 
43,909
 
 
28,494
 
Depreciation and amortization
 
7,557
 
 
4,113
 
 
17,873
 
 
10,324
 
Total Operating Expenses
 
84,017
 
 
66,610
 
 
237,782
 
 
231,189
 
Operating income
 
7,250
 
 
1,607
 
 
25,531
 
 
8,945
 
Other (expense)/income:
 
 
 
 
Interest expense
 
(800)
 
 
(615)
 
 
(1,415)
 
 
(1,150)
 
Interest and other income
 
5
 
 
40
 
 
326
 
 
111
 
Total other expenses
 
(795)
 
 
(575)
 
 
(1,089)
 
 
(1,039)
 
Income before income tax expense
 
6,455
 
 
1,032
 
 
24,442
 
 
7,906
 
Income tax expense
 
580
 
 
613
 
 
1,599
 
 
777
 
Net income
$
5,875
 
$
419
 
$
22,843
 
$
7,129
 
Less: Net income (loss) attributable to non-controlling interests
 
4,561
 
 
(642)
 
 
18,959
 
 
6,068
 
Net income attributable to Spark Energy, Inc. stockholders
$
1,314
 
$
1,061
 
$
3,884
 
$
1,061
 
 
 
 
 
 
Net income attributable to Spark Energy, Inc. per share of Class A common stock
 
 
 
 
Basic
$
0.42
 
$
0.35
 
$
1.27
 
$
0.35
 
Diluted
$
0.31
 
$
0.03
 
$
1.09
 
$
0.35
 
 
 
 
 
 
Weighted average shares of Class A common stock outstanding
 
 
 
 
Basic
 
3,097
 
 
3,000
 
 
3,053
 
 
3,000
 
Diluted
 
14,232
 
 
13,750
 
 
13,948
 
 
3,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1) Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC on May 12, 2015 from an affiliate.
 

 
 



SPARK ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015
(in thousands)
(unaudited)
 
 
Issued Shares of Class A Common
Stock
Issued Shares of Class B Common
Stock
Issued Shares of Preferred Stock
Class A Common Stock
Class B Common Stock
Additional Paid In Capital
Retained Earnings (Deficit)
Total Stockholders Equity
Non-controlling Interest
Total Equity
Balance at December 31, 2014
3,000
10,750
$
-
 
$
30
 
$
108
 
$
9,296
 
$
(775)
 
$
8,659
 
$
15,458
 
$
24,117
 
Stock based compensation
-
-
 
-
 
 
-
 
 
-
 
 
1,366
 
 
-
 
 
1,366
 
 
-
 
 
1,366
 
Restricted stock unit vesting
97
-
 
-
 
 
1
 
 
-
 
 
353
 
 
-
 
 
354
 
 
-
 
 
354
 
Contribution from NuDevco
-
-
 
-
 
 
-
 
 
-
 
 
129
 
 
-
 
 
129
 
 
-
 
 
129
 
Consolidated net income (1)
-
-
 
-
 
 
-
 
 
-
 
 
-
 
 
3,884
 
 
3,884
 
 
18,959
 
 
22,843
 
Beneficial conversion feature
-
-
 
-
 
 
-
 
 
-
 
 
789
 
 
-
 
 
789
 
 
-
 
 
789
 
Distributions paid to Class B non-controlling unit holders
-
-
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
(11,691)
 
 
(11,691)
 
Dividends paid to Class A common shareholders
-
-
 
-
 
 
-
 
 
-
 
 
-
 
 
(3,333)
 
 
(3,333)
 
 
-
 
 
(3,333)
 
Balance at September 30, 2015
3,097
10,750
 
-
 
$
31
 
$
108
 
$
11,933
 
$
(224)
 
$
11,848
 
$
22,726
 
$
34,574
 
 
(1) Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC on May 12, 2015 from an affiliate.
 






SPARK ENERGY, INC.
CONDENSED COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014
(in thousands)
(unaudited)
 
 
Nine Months Ended September 30,
 
 
 
2015 (1)
 
 
2014
 
 
 
 
 
 
Cash flows from operating activities:
 
 
 
Net income
$
22,843
 
$
7,129
 
 
Adjustments to reconcile net income to net cash flows provided by operating activities:
 
 
 
Depreciation and amortization expense
 
17,873
 
 
10,324
 
 
Deferred income taxes
 
872
 
 
638
 
 
Stock based compensation
 
1,992
 
 
362
 
 
Amortization of deferred financing costs
 
295
 
 
580
 
 
Bad debt expense
 
6,082
 
 
3,973
 
 
Gain (loss) on derivatives, net
 
6,118
 
 
(262)
 
 
Current period cash settlements on derivatives, net
 
(15,120)
 
 
7,252
 
 
Accretion of discount to subordinated convertible notes to affiliate
 
21
 
 
-
 
 
Changes in assets and liabilities:
 
 
 
Decrease in restricted cash
 
707
 
 
-
 
 
Decrease in accounts receivable
 
18,566
 
 
9,741
 
 
Decrease (increase) in accounts receivable - affiliates
 
(216)
 
 
6,310
 
 
Decrease (increase) in inventory
 
2,978
 
 
(5,338)
 
 
Increase in customer acquisition costs
 
(17,725)
 
 
(20,366)
 
 
Decrease (increase) in prepaid and other current assets
 
11,110
 
 
(4,658)
 
 
Increase in intangible assets - customer acquisitions
 
(2,776)
 
 
-
 
 
Increase in other assets
 
(256)
 
 
(146)
 
 
Decrease in accounts payable and accrued liabilities
 
(14,610)
 
 
(5,890)
 
 
Increase in accounts payable - affiliates
 
849
 
 
851
 
 
Increase (decrease) in other current liabilities
 
(1,534)
 
 
1,465
 
 
Increase in other non-current liabilities
 
1,606
 
 
-
 
 
Net cash provided by operating activities
 
39,675
 
 
11,965
 
 
Cash flows from investing activities:
 
 
 
Purchases of property and equipment
 
(1,255)
 
 
(2,214)
 
 
Acquisition of CenStar and Oasis net assets
 
(41,234)
 
 
-
 
 
Investment in eRex joint venture
 
(330)
 
 
-
 
 
Net cash used in investing activities
 
(42,819)
 
 
(2,214)
 
 
Cash flows from financing activities:
 
 
 



Borrowings on credit facilities
 
52,225
 
 
60,280
 
 
Payments on credit facilities
 
(38,000)
 
 
(38,280)
 
 
Member contributions (distributions), net
 
-
 
 
(36,406)
 
 
Contributions from NuDevco
 
129
 
 
-
 
 
Proceeds from issuance of Class A common stock
 
-
 
 
50,220
 
 
Distributions of proceeds from Offering to affiliate
 
-
 
 
(47,554)
 
 
Payment of Note Payable to NuDevco
 
-
 
 
(50)
 
 
Offering costs
 
-
 
 
(2,667)
 
 
Issuance of convertible subordinated notes to affiliate
 
7,075
 
 
-
 
 
Restricted stock vesting
 
(265)
 
 
-
 
 
Payment of dividends to Class A common shareholders
 
(3,333)
 
 
-
 
 
Payment of distributions to Class B unitholders
 
(11,691)
 
 
-
 
 
Net cash provided by (used in) financing activities
 
6,140
 
 
(14,457)
 
 
Increases (decreases) in cash and cash equivalents
 
2,996
 
 
(4,706)
 
 
Cash and cash equivalents - beginning of period
 
4,359
 
 
7,189
 
 
Cash and cash equivalents - end of period
$
7,355
 
$
2,483
 
 
Supplemental Disclosure of Cash Flow Information:
 
 
 
Non cash items:
 
 
 
Property and equipment purchase accrual
$
11
 
$
81
 
 
CenStar Earnout accrual
$
500
 
$
-
 
 
Cash paid during the period for:
 
 
 
Interest
$
1,061
 
$
484
 
 
Taxes
$
157
 
$
150
 
 
 
 
(1) Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC on May 12, 2015 from an affiliate. 
 





SPARK ENERGY, INC.
OPERATING SEGMENT RESULTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014
(in thousands, except per unit operating data)
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30,
Nine Months Ended September 30,
 
 
 
2015
 
 
2014
 
 
2015
 
 
2014
 
 
Retail Natural Gas Segment
 
 
 
 
 
Total Revenues
$
14,354
 
$
16,469
 
$
93,253
 
$
102,166
 
 
Retail Cost of Revenues
 
10,180
 
 
10,235
 
 
53,136
 
 
77,374
 
 
Less: Net Asset Optimization Revenues (Expenses)
 
(545)
 
 
(141)
 
 
1,317
 
 
1,681
 
 
Less: Net Gains (Losses) on non-trading derivatives, net of cash settlements
 
(3,034)
 
 
(1,475)
 
 
3,241
 
 
(2,564)
 
 
Retail Gross Margin - Gas
$
7,753
 
$
7,850
 
$
35,559
 
$
25,675
 
 
Volume of Gas (MMBtu)
 
1,672,120
 
 
1,779,610
 
 
10,527,078
 
 
10,892,362
 
 
Retail Gross Margin - Gas ($/MMBtu)
$
4.64
 
$
4.41
 
$
3.38
 
$
2.36
 
 
Retail Electricity Segment
 
 
 
 
 
Total Revenues
$
76,913
 
$
51,748
 
$
170,060
 
$
137,968
 
 
Retail Cost of Revenues
 
50,787
 
 
41,628
 
 
122,864
 
 
114,997
 
 
Less: Net Gains (Losses) on non-trading derivatives, net of cash settlements
 
7,201
 
 
3,351
 
 
3,526
 
 
(1,548)
 
 
Retail Gross Margin - Electricity
$
18,925
 
$
6,769
 
$
43,670
 
$
24,519
 
 
Volume of Electricity (MWh)
 
719,758
 
 
447,729
 
 
1,519,011
 
 
1,201,345
 
 
Retail Gross Margin - Electricity ($/MWh)
$
26.29
 
$
15.12
 
$
28.75
 
$
20.41
 
 
 
 
 
 
 
 









Reconciliation of GAAP to Non-GAAP Measures
Adjusted EBITDA
We define “Adjusted EBITDA” as EBITDA less (i) customer acquisition costs incurred in the current period, (ii) net gain (loss) on derivative instruments, and (iii) net current period cash settlements on derivative instruments, plus (iv) non-cash compensation expense and (v) other non-cash operating items. EBITDA is defined as net income before provision for income taxes, interest expense and depreciation and amortization. We deduct all current period customer acquisition costs in the Adjusted EBITDA calculation because such costs reflect a cash outlay in the year in which they are incurred, even though we capitalize such costs and amortize them over 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. 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 were issued under our long-term incentive plan.
We believe that the presentation of Adjusted EBITDA provides information useful to investors in assessing our liquidity and financial condition and results of operations and that Adjusted EBITDA is also useful to investors as a financial indicator of a company’s ability to incur and service debt, pay dividends and fund capital expenditures. Adjusted EBITDA is a supplemental financial measure that management and external users of our condensed combined and consolidated financial statements, such as industry analysts, investors, commercial banks and rating agencies, use to assess the following, among other measures:
our operating performance as compared to other publicly traded companies in the retail energy industry, without regard to financing methods, capital structure or historical cost basis;
the ability of our assets to generate earnings sufficient to support our proposed cash dividends; and our ability to fund capital expenditures (including customer acquisition costs) and incur and service debt.
Retail Gross Margin
We define retail gross margin as operating income plus (i) depreciation and amortization expenses and (ii) general and administrative expenses, less (i) net asset optimization revenues, (ii) net gains (losses) on 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, its most directly comparable financial measure calculated and presented in accordance with GAAP.
The GAAP measures most directly comparable to Adjusted EBITDA are net income and net cash provided by operating activities. The GAAP measure most directly comparable to Retail Gross Margin is operating income. Our non-GAAP financial measures of Adjusted EBITDA and Retail Gross Margin should not be considered as alternatives to net income, net cash provided by operating activities, or operating income. 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 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 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,
 
 
 
2015
 
 
2014
 
 
2015
 
 
2014
 
 
Reconciliation of Adjusted EBITDA to Net Income:
 
 
 
 
 
Net income
$
5,875
 
$
419
 
$
22,843
 
$
7,129
 
 
Depreciation and amortization
 
7,557
 
 
4,113
 
 
17,873
 
 
10,324
 
 
Interest expense
 
800
 
 
615
 
 
1,415
 
 
1,150
 
 
Income tax expense
 
580
 
 
613
 
 
1,600
 
 
777
 
 
EBITDA
 
14,812
 
 
5,760
 
 
43,731
 
 
19,380
 
 
Less:
 
 
 
 
 
Net, Gains (losses) on derivative instruments
 
61
 
 
(1,178)
 
 
(6,118)
 
 
262
 
 
Net, Cash settlements on derivative instruments
 
4,163
 
 
3,004
 
 
12,887
 
 
(7,252)
 
 
Customer acquisition costs
 
5,825
 
 
8,698
 
 
17,725
 
 
20,366
 
 
Plus:
 
 
 
 
 
Non-cash compensation expense
 
838
 
 
362
 
 
1,374
 
 
362
 
 
Adjusted EBITDA
$
5,601
 
$
(4,402)
 
$
20,611
 
$
6,366
 
 
 
 



 
Three Months Ended September 30,
Nine Months Ended September 30,
 
 
2015
 
 
2014
 
 
2015
 
 
2014
 
Reconciliation of Adjusted EBITDA to net cash provided by operating activities:
 
 
 
 
Net cash provided by operating activities
$
  (15,887)
 
$
  (13,693)
 
$
  39,675
 
$
  11,965
 
Amortization of deferred financing costs
 
  (194)
 
 
  (355)
 
 
  (295)
 
 
  (580)
 
Allowance for doubtful accounts and bad debt expense
 
  (1,903)
 
 
  (1,946)
 
 
  (6,082)
 
 
  (3,973)
 
Interest expense
 
  800
 
 
  615
 
 
  1,415
 
 
  1,150
 
Income tax expense
 
  580
 
 
  613
 
 
  1,599
 
 
  777
 
Changes in operating working capital
 
 
 
 
Accounts receivable, prepaids, current assets
 
  (3,677)
 
 
  2,505
 
 
  (29,460)
 
 
  (11,393)
 
Inventory
 
  2,103
 
 
  5,649
 
 
  (2,978)
 
 
  5,338
 
Accounts payable and accrued liabilities
 
  21,690
 
 
  1,277
 
 
  13,761
 
 
  5,039
 
Other
 
  2,089
 
 
  933
 
 
  2,976
 
 
  (1,957)
 
Adjusted EBITDA
$
  5,601
 
$
  (4,402)
 
$
  20,611
 
$
  6,366
 
 
 














The following table presents a reconciliation of Retail Gross Margin to operating income 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,
 
 
2015
 
 
2014
 
 
2015
 
 
2014
 
Reconciliation of Retail Gross Margin to Operating Income:
 
 
 
 
Operating income
$
7,250
 
$
1,607
 
$
25,531
 
$
8,945
 
Depreciation and amortization
 
7,557
 
 
4,113
 
 
17,873
 
 
10,324
 
General and administrative
 
15,493
 
 
10,634
 
 
43,909
 
 
28,494
 
Less:
 
 
 
 
Net asset optimization revenues (expenses)
 
(545)
 
 
(141)
 
 
1,317
 
 
1,681
 
Net, Gains (losses) on non-trading derivative instruments
 
132
 
 
(1,163)
 
 
(5,876)
 
 
5,847
 
Net, Cash settlements on non-trading derivative instruments
 
4,035
 
 
3,039
 
 
12,643
 
 
(9,959)
 
Retail Gross Margin
$
26,678
 
$
14,619
 
$
79,229
 
$
50,194
 
 
 

 

 
Contact: Spark Energy, Inc.

Investors:

Andy Davis, 832-200-3727

Media:

Jenn Korell, 281-833-4151