UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-Q
 
 
 
ý       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  
For the quarterly period ended June 30, 2016
 
o          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from          to          
 
Commission File Number: 001-36559
Spark Energy, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Delaware
 
 
 
46-5453215
(State or other jurisdiction of
incorporation or organization)
 
 
 
(I.R.S. Employer
Identification No.)
12140 Wickchester Ln, Suite 100
Houston, Texas 77079

(Address of principal executive offices)
 
(713) 600-2600
(Registrant's telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x     No o
 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x     No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.        
Large accelerated filer     o                                          Accelerated filer o  

Non-accelerated filer o (Do not check if a smaller reporting company)          Smaller reporting company x
    
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o     No x

There were 6,493,152 shares of Class A common stock and 8,224,742 shares of Class B common stock outstanding as of August 9, 2016 .


 
PART I. FINANCIAL INFORMATION
 
 
ITEM 1. FINANCIAL STATEMENTS
 
 
 
 
 
CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2016 AND DECEMBER 31, 2015 (unaudited)
 
 
 
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED JUNE 30, 2016 AND 2015 AND THE SIX MONTHS ENDED JUNE 30, 2016 AND 2015 (unaudited)
 
 
 
 
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2016 (unaudited)

 
 
 
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2016 AND 2015 (unaudited)
 
 
 
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
 
 
 
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
ITEM 4. CONTROLS AND PROCEDURES
 
PART II. OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS
 
ITEM 1A. RISK FACTORS
 
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
 
ITEM 4. MINE SAFETY DISCLOSURES
 
ITEM 5. OTHER INFORMATION
 
ITEM 6. EXHIBITS
 
APPENDIX A
 
SIGNATURES
 
EXHIBIT INDEX
 


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PART 1. — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
SPARK ENERGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2016 AND DECEMBER 31, 2015
(in thousands)
(unaudited)
 
June 30, 2016
 
December 31, 2015
Assets

 

Current assets:

 

Cash and cash equivalents
$
7,262


$
4,474

Accounts receivable, net of allowance for doubtful accounts of $2.0 million and $1.9 million as of June 30, 2016 and December 31, 2015
42,677


59,936

Accounts receivable—affiliates
1,009


1,840

Inventory
1,827


3,665

Fair value of derivative assets
2,705


605

Customer acquisition costs, net
11,857


13,389

Customer relationships, net
4,964


6,627

Prepaid assets (1)
1,699


700

Deposits
3,565


7,421

Other current assets
4,763


4,023

Total current assets
82,328

 
102,680

Property and equipment, net
5,035


4,476

Fair value of derivative assets
439

 
—

Customer acquisition costs, net
2,436


3,808

Customer relationships, net
4,418


6,802

Non-current deferred tax assets
52,460


23,380

Goodwill
18,379


18,379

Other assets
2,567


2,709

Total assets
$
168,062

 
$
162,234

Liabilities and Stockholders' Equity

 

Current liabilities:

 

Accounts payable
$
22,257

 
$
29,732

Accounts payable—affiliates
1,990

 
1,962

Accrued liabilities
14,368

 
12,245

Fair value of derivative liabilities
1,929

 
10,620

Current portion of Senior Credit Facility
5,306


27,806

Current payable pursuant to tax receivable agreement—affiliates
1,407

 
—

Other current liabilities
2,308


1,823

Total current liabilities
49,565

 
84,188

Long-term liabilities:


 


Fair value of derivative liabilities
458

 
618

Long-term payable pursuant to tax receivable agreement—affiliates
46,768


20,713

Long-term portion of Senior Credit Facility
11,939


14,592

Non-current deferred tax liability
—


853

Convertible subordinated notes to affiliate
6,502


6,339

Other long-term liabilities
—


1,612

Total liabilities
115,232

 
128,915

Commitments and contingencies (Note 10)





Stockholders' equity:





       Common Stock:





Class A common stock, par value $0.01 per share, 120,000,000 shares authorized, 6,470,128 issued and outstanding at June 30, 2016 and 3,118,623 issued and outstanding at December 31, 2015
65


31

Class B common stock, par value $0.01 per share, 60,000,000 shares authorized, 7,525,000 issued and outstanding at June 30, 2016 and 10,750,000 issued and outstanding at December 31, 2015
76


108

        Preferred Stock:





Preferred stock, par value $0.01 per share, 20,000,000 shares authorized, zero issued and outstanding at June 30, 2016 and December 31, 2015
—


—

        Additional paid-in capital
21,997


12,565

Accumulated other comprehensive loss
(28
)
 
—

        Retained earnings (deficit)
1,491


(1,366
)
       Total stockholders' equity
23,601


11,338

Non-controlling interest in Spark HoldCo, LLC
29,229


21,981

       Total equity
52,830


33,319

Total liabilities and stockholders' equity
$
168,062


$
162,234

(1)
Prepaid assets includes prepaid assets—affiliates of $100 and $210 as of June 30, 2016 and December 31, 2015 , respectively. See Note 11 "Transaction with Affiliates" for further discussion.
(2)
See Note 3 "Equity" for disclosure of our variable interest entity in Spark HoldCo, LLC.
The accompanying notes are an integral part of the condensed consolidated financial statements.

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SPARK ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2016 AND 2015
(in thousands, except per share data)
(unaudited)

Three Months Ended June 30,
Six Months Ended June 30,

2016
 
2015 (1)
2016

2015 (1)
Revenues:
 
 
 



Retail revenues
$
76,863

 
$
70,310

$
186,882


$
170,184

Net asset optimization (expenses) revenues (2)
(676
)
 
(67
)
(150
)

1,862

Total Revenues
76,187

 
70,243

186,732


172,046

Operating Expenses:

 
 



Retail cost of revenues (3)
37,845

 
45,948

106,644


115,033

General and administrative (4)
16,199

 
13,712

33,580


28,416

Depreciation and amortization
6,244

 
6,038

13,033


10,316

Total Operating Expenses
60,288

 
65,698

153,257


153,765

Operating income
15,899

 
4,545

33,475


18,281

Other (expense)/income:

 
 



Interest expense
(619
)
 
(234
)
(1,373
)

(615
)
Interest and other income
194

 
186

99


321

Total other expenses
(425
)
 
(48
)
(1,274
)

(294
)
Income before income tax expense
15,474

 
4,497

32,201


17,987

Income tax expense
4,736

 
458

5,723


1,019

Net income
$
10,738

 
$
4,039

$
26,478


$
16,968

Less: Net income attributable to non-controlling interests
8,397

 
3,878

19,964


14,398

Net income attributable to Spark Energy, Inc. stockholders
$
2,341

 
$
161

$
6,514


$
2,570

Other comprehensive loss, net of tax:
 
 
 
 
 
 
Currency translation loss
$
(61
)
 
$
—

$
(61
)
 
$
—

Other comprehensive loss
(61
)

—

(61
)

—

Comprehensive income
$
10,677

 
$
4,039

$
26,417

 
$
16,968

Less: Comprehensive income attributable to non-controlling interests
8,364


3,878

19,931


14,398

Comprehensive income attributable to Spark Energy, Inc. stockholders
$
2,313


$
161

$
6,486


$
2,570


 
 
 
 
 
 
Net income attributable to Spark Energy, Inc. per share of Class A common stock
 
 
 



       Basic
$
0.39


$
0.05

$
1.33


$
0.85

       Diluted
$
0.30


$
0.05

$
1.25


$
0.80










Weighted average shares of Class A common stock outstanding








       Basic
6,043


3,062

4,899


3,031

       Diluted
6,639


3,062

14,485


13,781

(1)
Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC from an affiliate on May 12, 2015. See Note 2 "Basis of Presentation" for further discussion.
(2)
Net asset optimization (expenses) revenues includes asset optimization revenues—affiliates of $41 and $176 for the three months ended June 30, 2016 and 2015 , respectively, and asset optimization revenues—affiliates cost of revenues of $376 and $3,114 for the three months ended June 30, 2016 and 2015 , respectively and asset optimization revenues—affiliates of $154 and $665 for the six months ended June 30, 2016 and 2015 , respectively, and asset optimization revenue—affiliates cost of revenues of $1,633 and $6,207 for the six months ended June 30, 2016 and 2015 , respectively.
(3)
Retail cost of revenues includes retail cost of revenues—affiliates of less than $100 for each of the three and six months ended June 30, 2016 and 2015 , respectively.
(4)
General and administrative includes general and administrative expense—affiliates of $4.0 million and $0 for the three months ended June 30, 2016 , and 2015 , respectively, and $8.4 million and $0 for the six months ended June 30, 2016 and 2015 , respectively.

The accompanying notes are an integral part of the condensed consolidated financial statements.

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Table of Contents

SPARK ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2016
(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
Accumulated Other Comprehensive Income (Loss)
Additional Paid-in Capital
Retained Earnings (Deficit)
Total Stockholders' Equity
Non-controlling Interest
Total Equity
Balance at December 31, 2015
3,119

10,750

—

$
31

$
108

$
—

$
12,565

$
(1,366
)
$
11,338

$
21,981

$
33,319

Stock based compensation
—

—

—

—

—

—

690

—

690

—

690

Restricted stock unit vesting
126

—

—

2

—

—

1,214

—

1,216

—

1,216

Excess tax benefit related to restricted stock vesting
—

—

—

—

—

—

141

—

141

—

141

Consolidated net income
—

—

—

—

—

—

—

6,514

6,514

19,964

26,478

Foreign currency translation adjustment for equity method investee
—

—

—

—

—

(28
)
—

—

(28
)
(33
)
(61
)
Beneficial conversion feature
—

—

—

—

—

—

63

—

63

—

63

Distributions paid to non-controlling unit holders
—

—

—

—

—

—

—

—

—

(9,967
)
(9,967
)
Dividends paid to Class A common stockholders
—

—

—

—

—

—

—

(3,657
)
(3,657
)
—

(3,657
)
Proceeds from disgorgement of stockholder short-swing profits
—

—

—

—

—

—

580

—

580

—

580

Tax impact from tax receivable agreement upon exchange of units of Spark HoldCo, LLC to shares of Class A Common Stock
—

—

—

—

—

—

4,028

—

4,028

—

4,028

Exchange of shares of Class B common stock to shares of Class A common stock
3,225

(3,225
)
—

32

(32
)
—

2,716

—

2,716

(2,716
)
—

Balance at June 30, 2016
6,470

7,525

—

$
65

$
76

$
(28
)
$
21,997

$
1,491

$
23,601

$
29,229

$
52,830

The accompanying notes are an integral part of the condensed consolidated financial statements.


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Table of Contents

SPARK ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2016 AND 2015
(in thousands)
(unaudited)  
  
Six Months Ended June 30,
  
2016

2015  (1)
Cash flows from operating activities:



Net income
$
26,478


$
16,968

Adjustments to reconcile net income to net cash flows provided by operating activities:



Depreciation and amortization expense
13,033


10,316

Deferred income taxes
1,556


277

Stock based compensation
2,441


1,159

Amortization of deferred financing costs
235


101

Change in fair value of CenStar Earnout
1,000

 
—

Bad debt expense
462


4,179

Loss on derivatives, net
4,339


6,179

Current period cash settlements on derivatives, net
(15,828
)

(9,076
)
Accretion of discount to convertible subordinated notes to affiliate
71


—

Interest paid in kind - subordinated convertible notes
155

 
—

Income on equity method investment in eREX Spark Marketing Joint Venture
(104
)
 
—

Changes in assets and liabilities:



Decrease in restricted cash
—


707

Decrease in accounts receivable
16,797


19,608

Decrease in accounts receivable—affiliates
830


698

Decrease in inventory
1,837


5,087

Increase in customer acquisition costs
(5,104
)

(11,900
)
Decrease in prepaid and other current assets
1,881


5,610

Increase in intangible assets—customer relationships
—


(2,720
)
Decrease in other assets
535


457

Decrease in accounts payable and accrued liabilities
(5,002
)

(12,087
)
Increase (decrease) in accounts payable—affiliates
28


(228
)
Decrease in other current liabilities
(414
)

(1,195
)
(Decrease) increase in other non-current liabilities
(1,612
)

1,553

Net cash provided by operating activities
43,614


35,693

Cash flows from investing activities:



Purchases of property and equipment
(1,449
)

(892
)
Investment in eREX Spark Marketing Joint Venture
(413
)

—

Net cash used in investing activities
(1,862
)

(892
)
Cash flows from financing activities:



Borrowings on the Senior Credit Facility
—


6,000

Payments on the Senior Credit Facility
(25,152
)

(30,000
)
Contributions from NuDevco
—


129

Proceeds from disgorgement of stockholders short-swing profits
580

 
—

Restricted stock vesting
(909
)

(270
)
Excess tax benefit related to restricted stock vesting
141


—

Payment of dividends to Class A common stockholders
(3,657
)

(2,210
)
        Payment of distributions to non-controlling unitholders
(9,967
)

(7,794
)
Net cash used in financing activities
(38,964
)

(34,145
)
Increase in cash and cash equivalents
2,788


656

Cash and cash equivalents—beginning of period
4,474


4,359

Cash and cash equivalents—end of period
$
7,262


$
5,015

Supplemental Disclosure of Cash Flow Information:



Non-cash items:
 
 
 
       Liability due to tax receivable agreement
$
(27,462
)
 
$
—

       Tax benefit from tax receivable agreement
$
31,490

 
$
—

Construction in process accrual
$
22

 
$
179

Cash paid during the period for:
 
 
 
Interest
$
944


$
598

Taxes
$
1,892


$
150

(1)
Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC from an affiliate on May 12, 2015. See Note 2 "Basis of Presentation" for further discussion.
The accompanying notes are an integral part of the condensed consolidated financial statements.

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Table of Contents

SPARK ENERGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Formation and Organization
Organization

Spark Energy, Inc. ("Spark Energy," the "Company," "we" or "us") is an independent retail energy services company that provides residential and commercial customers in competitive markets across the United States with an alternative choice for natural gas and electricity. The Company is a holding company whose sole material asset consists of units in Spark HoldCo, LLC (“Spark HoldCo”). Spark HoldCo owns all of the outstanding membership interests or shares in each of Spark Energy, LLC (“SE”), Spark Energy Gas, LLC (“SEG”), Oasis Power Holdings, LLC ("Oasis") and CenStar Energy Corp. ("CenStar"), the operating subsidiaries through which the Company operates. The Company is the sole managing member of Spark HoldCo, is responsible for all operational, management and administrative decisions relating to Spark HoldCo’s business and consolidates the financial results of Spark HoldCo and its subsidiaries.
SE is a licensed retail electric provider in multiple states. SE provides retail electricity services to end-use retail customers, ranging from residential and small commercial customers to large commercial and industrial users. SE was formed on February 5, 2002 under the Texas Revised Limited Partnership Act (as recodified by the TBOC) and was converted to a Texas limited liability company on May 21, 2014.

SEG is a retail natural gas provider and asset optimization business competitively serving residential, commercial and industrial customers in multiple states. SEG was formed on January 17, 2001 under the Texas Revised Limited Partnership Act (as recodified by the TBOC) and was converted to a Texas limited liability company on May 21, 2014.

Oasis, through its operating subsidiary, Oasis Power LLC, is a retail energy provider formed on August 28, 2009 as a limited liability company under the TBOC. We acquired Oasis on July 31, 2015 from an affiliate.

CenStar is a retail energy provider incorporated on July 18, 2008 under the New York Business Corporation Law. We acquired CenStar on July 8, 2015.

We are a Delaware corporation formed on April 22, 2014 for the purpose facilitating an initial public offering ("IPO") of our Class A common stock, par value $0.01 per share ("Class A common stock"), and to become the sole managing member of, and to hold an ownership interest in, Spark HoldCo. In connection with our IPO, NuDevco Retail Holdings LLC ("NuDevco Retail Holdings") formed NuDevco Retail, LLC (“NuDevco Retail”), a single member limited liability company, on May 29, 2014, to hold the remaining Spark HoldCo units and shares of our Class B common stock, par value $0.01 per share ("Class B common stock"). In January 2016, Retailco, LLC ("Retailco") succeeded to the interest of NuDevco Retail Holdings of its Class B common stock and an equal number of Spark HoldCo units it held pursuant to a series of transfers. See Note 3 “Equity” for further discussion.
W. Keith Maxwell, III is the owner of a majority in voting power of our common stock through his ownership of NuDevco Retail and Retailco. Retailco is a wholly owned subsidiary of TxEx Energy Investments, LLC ("TxEx"), which is wholly owned by Mr. Maxwell. NuDevco Retail is a wholly owned subsidiary of NuDevco Retail Holdings, which is a wholly owned subsidiary of Electric HoldCo, LLC, which is also a wholly owned subsidiary of TxEx.

Emerging Growth Company Status

As a company with less than $1.0 billion in revenues during its last fiscal year, the Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other regulatory requirements.

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The Company will remain an “emerging growth company” until as late as the last day of the Company's 2019 fiscal year, or until the earliest of (i) the last day of the fiscal year in which the Company has $1.0 billion or more in annual revenues; (ii) the date on which the Company becomes a “large accelerated filer” (the fiscal year-end on which the total market value of the Company’s common equity securities held by non-affiliates is $700 million or more as of June 30); (iii) the date on which the Company issues more than $1.0 billion of non-convertible debt over a three -year period.
As a result of the Company's election to avail itself of certain provisions of the JOBS Act, the information that the Company provides may be different than what you may receive from other public companies in which you hold an equity interest.
Exchange and Registration Rights

The Spark HoldCo Limited Liability Company Agreement provides that anytime the Company issues a new share of Class A or Class B common stock (except for issuances of Class A common stock upon an exchange of Class B common stock), Spark HoldCo will concurrently issue a limited liability company unit either to the holder of the Class B common stock or to the Company in the case of the issuance of shares of Class A common stock. As a result, the number of Spark HoldCo units held by the Company always equals the number of shares of Class A common stock outstanding.

Each share of Class B common stock, all of which are held by NuDevco Retail and Retailco, has no economic rights but entitles the holder to one vote on all matters to be voted on by stockholders generally. Holders of Class A common stock and Class B common stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law or by our certificate of incorporation.
NuDevco Retail and Retailco have the right to exchange (the “Exchange Right”) all or a portion of their Spark HoldCo units (together with a corresponding number of shares of Class B common stock) for Class A common stock (or cash at Spark Energy, Inc.’s or Spark HoldCo’s election (the “Cash Option”)) at an exchange ratio of one share of Class A common stock for each Spark HoldCo unit (and corresponding share of Class B common stock) exchanged. In addition, NuDevco Retail and Retailco have the right, under certain circumstances, to cause the Company to register the offer and resale of NuDevco Retail's and Retailco's shares of Class A common stock obtained pursuant to the Exchange Right.
2. Basis of Presentation
The accompanying interim unaudited condensed consolidated financial statements (“interim statements”) of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC"), and include all wholly owned subsidiaries. This information should be read in conjunction with our consolidated financial statements and notes contained in our annual report on Form 10-K for the year ended December 31, 2015 . The Company's unaudited condensed consolidated financial statements are presented on a consolidated basis and include all wholly-owned and controlled subsidiaries. We account for investments over which we have significant influence but not a controlling financial interest using the equity method of accounting.
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the interim financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Effects on the business, financial condition and results of operations resulting from revisions to estimates are recognized when the facts that give rise to the revision become known. The information furnished herein reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the condensed consolidated financial statements. Operating results

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for the three and six months ended June 30, 2016 are not necessarily indicative of the results which may be expected for the full year or for any interim period. 

Transactions with Affiliates
The Company also enters into transactions with and pays certain costs on behalf of affiliates that are commonly controlled by W. Keith Maxwell III, and these affiliates enter into transactions with and pay certain costs on our behalf, in order to reduce risk, reduce administrative expense, create economies of scale, create strategic alliances and supply goods and services among these related parties.
These transactions include, but are not limited to, employee benefits provided through the Company’s benefit plans, insurance plans, leased office space, administrative salaries for management due diligence work, recurring management consulting, and accounting, tax, legal, or technology services based on services provided, departmental usage, or headcount, which are considered reasonable by management. As such, the accompanying condensed consolidated financial statements include costs that have been incurred by the Company and then directly billed or allocated to affiliates, and costs that have been incurred by our affiliates and then directly billed or allocated to us, and are recorded net in general and administrative expense on the condensed consolidated statements of operations with a corresponding accounts receivable—affiliates or accounts payable—affiliates, respectively, recorded in the condensed consolidated balance sheets. Additionally, the Company enters into transactions with certain affiliates for sales or purchases of natural gas and electricity, which are recorded in retail revenues, retail cost of revenues and net asset optimization revenues in the condensed consolidated statements of operations with a corresponding accounts receivable—affiliate or accounts payable—affiliate in the condensed consolidated balance sheets. The allocations and related estimates and assumptions are described more fully in Note 11 “Transactions with Affiliates.”

Presentation of the Acquisition of Oasis Power Holdings, LLC

On May 12, 2015, Retailco Acquisition Co, LLC ("RAC"), an affiliate of NuDevco Retail Holdings, completed the acquisition of 100% of the membership interests of Oasis. Also, on May 12, 2015, Spark HoldCo entered into a Membership Interest Purchase Agreement (the "Oasis Purchase Agreement") with RAC for the purchase of all the membership interests of Oasis. Spark HoldCo completed the acquisition of Oasis from RAC on July 31, 2015. Because the acquisition of Oasis was a transfer of equity interests of entities under common control, the Company's historical financial statements for the three and six months ended June 30, 2015 previously filed with the SEC have been recast in this Form 10-Q to include the results attributable to Oasis from May 12, 2015. The unaudited condensed consolidated financial statements for this recast period have been prepared from RAC's historical cost-basis and may not necessarily be indicative of the actual results of operations that would have occurred had the Company owned Oasis during the recast period.

Subsequent Events

Subsequent events have been evaluated through the date these financial statements are issued. Any material subsequent events that occurred prior to such date have been properly recognized or disclosed in the condensed consolidated financial statements. See Note 13 “Subsequent Events” for further discussion.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB") issued Accounting Standards Update (“ASU”) No. 2014-09 ("ASU 2014-09"),  Revenue from Contracts with Customers (Topic 606) , which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in GAAP. The standard permits the use of either the retrospective or cumulative effect transition method. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which deferred the effective date to periods beginning after December 15, 2017. Early adoption is permitted only as of annual

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reporting periods beginning after December 15, 2016. The Company is selecting a transition method and determining the effect of the standard on its ongoing financial reporting.

The FASB issued additional amendments to ASU 2014-09, as amended by ASU 2015-14:
•
March 2016 - ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ("ASU 2016-08"). ASU 2016-08 clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to customers.
•
April 2016 - ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing ("ASU 2016-10"). ASU 2016-10 covers two specific topics: performance obligations and licensing. This amendment includes guidance on immaterial promised goods or services, shipping or handling activities, separately identifiable performance obligations, functional or symbolic intellectual property licenses, sales-based and usage-based royalties, license restrictions (time, use, geographical) and licensing renewals.
•
May 2016 - ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients ("ASU 2016-12"). ASU 2016-12 clarifies certain core recognition principles including collectability, sales tax presentation, noncash consideration, contract modifications and completed contracts at transition and disclosures no longer required if the full retrospective transition method is adopted.

In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory (“ASU 2015-11”). ASU 2015-11 amends existing guidance to require subsequent measurement of inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. ASU 2015-11 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016. Earlier application is permitted as of the beginning of an interim or annual reporting period. The Company does not expect the adoption of ASU 2015-11 will have a material effect on its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02") . ASU 2016-02 amends existing accounting standards for lease accounting by requiring entities to include substantially all leases on the balance sheet by requiring the recognition of right-of-use assets and lease liabilities for all leases. Entities may elect to not recognize leases with a maximum possible term of less than 12 months. For lessees, a lease is classified as finance or operating and the asset and liability are initially measured at the present value of the lease payments. For lessors, accounting for leases is largely unchanged from previous guidance. ASU 2016-02 also requires qualitative disclosures along with certain specific quantitative disclosures for both lessees and lessors. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, with early adoption permitted, and is effective for interim periods in the year of adoption. The ASU should be applied using a modified retrospective approach, which requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718) ("ASU 2016-09"). ASU 2016-09 includes provisions intended to simplify various aspects of accounting for shared-based payments, including income tax consequences, classification of awards as either equity or liability and classification on the statement of cash flows. Under current U.S. GAAP, excess tax benefits are currently recorded in equity and as presented as a financing activity on the statement of cash flows. Upon adoption, excess tax benefits for share-based payments will be recorded as a reduction of income taxes and reflected in operating cash flows. This guidance is effective for annual and interim reporting periods of public entities beginning after December 15, 2016, with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 requires entities to use a current

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expected credit loss ("CECL") model, which is a new impairment model based on expected losses rather than incurred losses. The model requires financial assets measured at amortized cost be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis. The income statement reflects the measurement of credit losses for newly recognized financial assets, as well as the expected credit losses during the period. The measurement of expected losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This guidance is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted for annual reporting periods beginning after December 15, 2018. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements.
3. Equity

Non-controlling Interest

The Company holds an economic interest and is the sole managing member in Spark HoldCo, with NuDevco Retail and Retailco holding the remaining economic interest in Spark HoldCo. As a result, the Company has consolidated the financial position and results of operations of Spark HoldCo and reflected the economic interest retained by NuDevco Retail and Retailco as a non-controlling interest.

From January 1, 2015 through June 30, 2016, the Company and NuDevco Retail and Retailco owned the following economic interests in Spark HoldCo:

 
The Company
NuDevco Retail and Retailco  (1)
From January 1, 2015 to May 3, 2015
21.82
%
78.18
%
From May 4, 2015 to December 30, 2015
22.37
%
77.63
%
From December 31, 2015 to February 2, 2016
22.49
%
77.51
%
From February 3, 2016 to March 31, 2016
29.70
%
70.30
%
From April 1, 2016 to May 3, 2016
42.14
%
57.86
%
From May 4, 2016 to May 17, 2016
42.46
%
57.54
%
From May 18, 2016 to May 24, 2016
42.64
%
57.36
%
From May 25, 2016 to June 7, 2016
42.66
%
57.34
%
From June 8, 2016 to June 30, 2016
46.23
%
53.77
%
(1)
In January 2016, Retailco succeeded to the interest of NuDevco Retail Holdings of its Class B common stock and an equal number of Spark HoldCo units it held pursuant to a series of transfers.

The Company's economic interests in Spark HoldCo increased on May 4, 2015, December 31, 2015, May 4, 2016, May 18, 2016 and May 25, 2016 due to the vesting of restricted stock units.

On May 4, 2015, 118,629 restricted stock units vested, with 97,193 shares of common stock distributed to the holders of these units and with 21,436 shares of common stock withheld by the Company to cover taxes owed on the vesting of such units. On December 31, 2015, 29,500 restricted stock units vested, with 21,430 shares of common stock distributed to the holders of these units and with 8,070 shares of common stock withheld by the Company to cover taxes owed on the vesting of such units.

On May 4, 2016, 101,210 restricted stock units vested, with 77,814 shares of common stock distributed to the holders of these units and with 23,396 shares of common stock withheld by the Company to cover taxes owed on the vesting of such units. On May 18, 2016, 53,853 restricted stock units vested, with 43,683 shares of common stock distributed to the holders of these units and with 10,170 shares of common stock withheld by the Company to cover taxes owed on the vesting of such units. On May 25, 2016, 5,000 restricted stock units vested, with 5,000 shares of common stock distributed to the holders of these units.

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On February 3, 2016, April 1, 2016 and June 8, 2016, Retailco exchanged 1,000,000 , 1,725,000 and 500,000 , respectively, of its Spark HoldCo units (together with a corresponding number of shares of Class B common stock) for shares of Class A common stock at an exchange ratio of one share of Class A common stock for each Spark HoldCo unit (and corresponding share of Class B common stock) exchanged. Refer to Note 9 "Taxes" and Note 13 "Subsequent Events" for further discussion.

The following table summarizes the portions of net income and income tax expense (benefit) attributable to non-controlling interest (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

2016

2015

2016

2015
 


 



 
Net income allocated to non-controlling interest
$
8,521


$
3,500


$
20,529


$
14,046

Income tax expense (benefit) allocated to non-controlling interest
124


(378
)

565


(352
)
Net income attributable to non-controlling interest
$
8,397


$
3,878


$
19,964


$
14,398


Earnings Per Share

Basic earnings per share (“EPS”) is computed by dividing net income attributable to stockholders (the numerator) by the weighted-average number of Class A common shares outstanding for the period (the denominator). Class B common shares are not included in the calculation of basic earnings per share because they are not participating securities and have no economic interest in the Company. Diluted earnings per share is similarly calculated except that the denominator is increased (1) using the treasury stock method to determine the potential dilutive effect of the Company's outstanding unvested restricted stock units, (2) using the if-converted method to determine the potential dilutive effect of the Company's Class B common stock and (3) using the if-converted method to determine the potential dilutive effect of the outstanding convertible subordinated notes into the Company's Class B common stock.

The following table presents the computation of earnings per share for the three and six months ended June 30, 2016 and 2015 (in thousands, except per share data):

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Three Months Ended June 30,
Six Months Ended June 30,

2016
2015
2016
2015
Net income attributable to stockholders of Class A common stock
$
2,341

$
161

$
6,514

$
2,570

Basic weighted average Class A common shares outstanding
6,043

3,062

4,899

3,031

Basic EPS attributable to stockholders
$
0.39

$
0.05

$
1.33

$
0.85






Net income attributable to stockholders of Class A common stock
$
2,341

$
161

$
6,514

$
2,570

Effect of conversion of Class B common stock to shares of Class A common stock, net of tax effect
—

—

11,837

8,496

Effect of conversion of convertible subordinated notes into shares of Class B common stock and shares of Class B common stock into shares of Class A common stock, net of tax effect
(332
)
—

(312
)
—

Diluted net income attributable to stockholders of Class A common stock
2,009

161

18,039

11,066

Basic weighted average Class A common shares outstanding
6,043

3,062

4,899

3,031

Effect of dilutive Class B common stock
—

—

9,006

10,750

Effect of dilutive convertible subordinated notes into shares of Class B common stock and shares of Class B common stock into shares of Class A common stock
493

—

493

—

Effect of dilutive restricted stock units
103

—

87

—

Diluted weighted average shares outstanding
6,639

3,062

14,485

13,781






Diluted EPS attributable to stockholders
$
0.30

$
0.05

$
1.25

$
0.80


The conversion of shares of Class B common stock to shares of Class A common stock was not recognized in dilutive earnings per share for the three months ended June 30, 2016 and 2015 as the effect of the conversion was antidilutive. The Company's unvested restricted stock units were not recognized in dilutive earnings per share for the three and six months ended June 30, 2015 as the effect of the conversion was antidilutive. The Company's convertible subordinated notes were not outstanding during the three and six months ended June 30, 2015.

Variable Interest Entity

On January 1, 2016, we adopted ASU No. 2015-02, Consolidation (Topic 810) (“ASU 2015-02”). ASU 2015-02 changed the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. Upon adoption, we continued to consolidate Spark HoldCo, but considered Spark HoldCo to be a variable interest entity requiring additional disclosures in the footnotes of our condensed consolidated financial statements.

Spark HoldCo is a variable interest entity due to its lack of rights to participate in significant financial and operating decisions and inability to dissolve or otherwise remove its management. Spark HoldCo owns all of the outstanding membership interests in each of the operating subsidiaries through which the Company operates. The Company is the sole managing member of Spark HoldCo, manages Spark HoldCo's operating subsidiaries through this managing membership interest, and is considered the primary beneficiary of Spark HoldCo.

The assets of Spark HoldCo cannot be used to settle the obligations of the Company except through distributions to the Company, and the liabilities of Spark HoldCo cannot be settled by the Company except through contributions to Spark HoldCo.


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The following table includes the carrying amounts and classification of the assets and liabilities of Spark HoldCo that are included in the Company's condensed consolidated balance sheet as of June 30, 2016 (in thousands):


June 30, 2016
Assets

Current assets:

Cash and cash equivalents
$
7,252

Accounts receivable
42,677

Intercompany receivable with Spark Energy, Inc.
36,774

Other current assets
32,389

Total current assets
119,092

Non-current assets:

Goodwill
18,379

Other assets
14,885

Total non-current assets
33,264

Total Assets
$
152,356



Liabilities

Current liabilities:

Accounts payable
$
22,257

Current portion of Senior Credit Facility
5,306

Other current liabilities
18,235

Total current liabilities
45,798

Long-term liabilities:

Long-term portion of Senior Credit Facility
11,939

Convertible subordinated notes to affiliates
6,502

Other long-term liabilities
458

Total long-term liabilities
18,899

Total Liabilities
$
64,697



4. Property and Equipment
Property and equipment consist of the following amounts:

Estimated 
useful
lives

June 30, 2016

December 31, 2015
 
(years)
 
(In thousands)
Information technology
2 – 5

$
28,858


$
27,392

Leasehold improvements
2 – 5

4,568


4,568

Furniture and fixtures
2 – 5

1,012


1,007

Total


34,438


32,967

Accumulated depreciation


(29,403
)

(28,491
)
Property and equipment—net


$
5,035


$
4,476

Information technology assets include software and consultant time used in the application, development and implementation of various systems including customer billing and resource management systems. As of June 30,

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2016 and December 31, 2015 , information technology includes $0.9 million and $0.5 million , respectively, of costs associated with assets not yet placed into service.
Depreciation expense recorded in the condensed consolidated statements of operations was $0.5 million and $0.4 million for the three months ended June 30, 2016 and 2015 , respectively, and $0.9 million and $0.8 million for the six months ended June 30, 2016 and 2015 , respectively.
5. Goodwill, Customer Relationships and Trademarks
Goodwill, customer relationships and trademarks consist of the following amounts (in thousands):
 
June 30, 2016
December 31, 2015
Goodwill
$
18,379

$
18,379

Customer relationships - Acquired (1)


Cost
$
14,883

$
14,883

Accumulated amortization
(7,832
)
(4,503
)
Customer relationships - Acquired, net
$
7,051

$
10,380

Customer relationships - Other (2)


Cost
$
4,320

$
4,320

Accumulated amortization
(1,989
)
(1,271
)
Customer relationships - Other, net
$
2,331

$
3,049

Trademarks (3)


Cost
$
1,268

$
1,268

Accumulated amortization
(137
)
(74
)
Trademarks, net
$
1,131

$
1,194


(1) Customer relationships - Acquired represents those customer acquisitions accounted for under the acquisition method in accordance with ASC 805.
(2) Customer relationships - Other represent portfolios of customer contracts not accounted for in accordance with ASC 805 as these acquisitions were not in conjunction with the acquisition of businesses.
(3) Trademarks reflect values associated with the recognition and positive reputation of acquired businesses accounted for as part of the acquisition method in accordance with ASC 805 through the acquisition of CenStar and Oasis. These trademarks are recorded as other assets in the condensed consolidated balance sheets.

Changes in goodwill, customer relationships and trademarks consisted of the following (in thousands):


Goodwill
Customer Relationships - Acquired
Customer Relationships - Others
Trademarks
Balance at December 31, 2015
$
18,379

$
10,380

$
3,049

$
1,194

Amortization expense
—

(3,329
)
(718
)
(63
)
Balance at June 30, 2016
$
18,379

$
7,051

$
2,331

$
1,131


Estimated future amortization expense for customer relationships and trademarks at June 30, 2016 is as follows (in thousands):

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Year ending December 31,

2016
$
2,644

2017
4,116

2018
2,204

2019
861

2020
127

> 5 years
561

Total
$
10,513

6. Debt
Debt consists of the following amounts (in thousands):

June 30, 2016

December 31, 2015
Current portion of Senior Credit Facility—Working Capital Line (1) (2)
$
—


$
22,500

Current portion of Senior Credit Facility—Acquisition Line  (1) (2)
5,306


5,306

Total current debt
5,306


27,806

Long-term portion of Senior Credit Facility—Acquisition Line (1)
11,939


14,592

Convertible subordinated notes to affiliate  (3)
6,502


6,339

Total long-term debt
18,441


20,931

Total debt
$
23,747


$
48,737

(1)
As of June 30, 2016 and December 31, 2015 , the Company had $17.2 million and $21.5 million in letters of credit issued, respectively.
(2)
As of June 30, 2016 and December 31, 2015 , the weighted average interest rate on the current portion of our Senior Credit Facility was 4.21% and 3.90% , respectively.
(3)
During the six months ended June 30, 2016 , we paid in-kind $0.2 million of interest, which was added to the outstanding balance of the convertible subordinated notes. No in-kind interest was paid for the three months ended June 30, 2016, as payments in-kind may be elected only on January 1 and July 1 under the terms and conditions of the convertible subordinated notes. Unamortized discount of $0.7 million and $0.7 million at June 30, 2016 and December 31, 2015 , respectively, is related to beneficial conversion features of the convertible subordinated notes.

Deferred financing costs were $0.6 million and $0.7 million as of June 30, 2016 and December 31, 2015 , respectively, representing capitalized financing costs in connection with the amendment and restatement of our Senior Credit Facility on July 8, 2015. Of these amounts, $0.6 million and $0.5 million is recorded in other current assets in the condensed consolidated balance sheets as of each of June 30, 2016 and December 31, 2015 , and zero and $0.2 million is recorded in other assets in the condensed consolidated balance sheets as of June 30, 2016 and December 31, 2015 , respectively, based on the terms of the Senior Credit Facility.
Interest expense consists of the following components for the periods indicated (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

2016

2015

2016

2015
Interest incurred on Senior Credit Facility
$
192


$
90


$
510


$
319

Commitment fees
53


19


83


96

Letters of credit fees
131


75


292


99

Amortization of deferred financing costs  
117


50


235


101

Interest incurred on convertible subordinated notes to affiliate (1)
126


—


253


—

Interest Expense
$
619


$
234


$
1,373


$
615


(1)
Includes amortization of the discount on the convertible subordinated notes to affiliates of less than $0.1 million and $0.1 million , respectively for the three and six months ended June 30, 2016

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Senior Credit Facility

The Company, as guarantor, and Spark HoldCo (the “Borrower,” and together with SE, SEG, CenStar, CenStar Operating Company, LLC, Oasis and Oasis Power, LLC, each a subsidiary of Spark HoldCo, the “Co-Borrowers”) are party to a senior secured revolving credit facility (“Senior Credit Facility”), which includes a senior secured revolving working capital facility of $82.5 million ("Working Capital Line") and a secured revolving line of credit of $25.0 million ("Acquisition Line") to be used specifically for the financing of up to 75% of the cost of acquisitions with the remainder to be financed by the Company either through cash on hand or the issuance of subordinated debt or equity. The Senior Credit Facility will mature on July 8, 2017 and may be extended for one additional year with lender consent. Borrowings under the Acquisition Line will be repaid 25% per year with the remainder due at maturity.

On June 1, 2016, the Company and the Co-Borrowers entered into Amendment No. 3 to the Senior Credit Facility to, among other things, increase the Working Capital Line (defined below) from $60.0 million to $82.5 million in accordance with the Co-Borrowers' right to increase under the existing terms of the Senior Credit Facility. Amendment No. 3 also provides for the addition of new lenders and re-allocates working capital and revolving commitments among existing and new lenders. Amendment No. 3 also provides for additional representations of the Co-Borrowers and additional protections of the lenders of the Senior Credit Facility.

At our election, the interest rate under the Working Capital Line is generally determined by reference to:
•
the Eurodollar rate plus an applicable margin of up to 3.00% per annum (based upon the prevailing utilization); or
•
the alternate base rate plus an applicable margin of up to 2.00% per annum (based upon the prevailing utilization). The alternate base rate is equal to the highest of (i) Société Générale’s prime rate, (ii) the federal funds rate plus 0.50% per annum, or (iii) the reference Eurodollar rate plus 1.00% ; or
•
the rate quoted by Société Générale as its cost of funds for the requested credit plus up to 2.50% per annum (based upon the prevailing utilization).

The interest rate is generally reduced by 25 basis points if utilization under the Working Capital Line is below fifty percent.

Borrowings under the Acquisition Line are generally determined by reference to:
•
the Eurodollar rate plus an applicable margin of up to 3.75% per annum (based upon the prevailing utilization); or
•
the alternate base rate plus an applicable margin of up to 2.75% per annum (based upon the prevailing utilization). The alternate base rate is equal to the highest of (i) Société Générale's prime rate, (ii) the federal funds rate plus 0.50% per annum, or (iii) the reference Eurodollar rate plus 1.00% .

The Co-Borrowers pay an annual commitment fee of 0.375% or 0.5% on the unused portion of the Working Capital Line depending upon the unused capacity and 0.5% on the unused portion of the Acquisition Line. The lending syndicate under the Senior Credit Facility is entitled to several additional fees including an upfront fee, annual agency fee, and fronting fees based on a percentage of the face amount of letters of credit payable to any syndicate member that issues a letter a credit.

The Company has the ability to elect the availability under the Working Capital Line between $30.0 million to $82.5 million . Availability under the working capital line will be subject to borrowing base limitations. The borrowing base is calculated primarily based on 80% to 90% of the value of eligible accounts receivable and unbilled product sales (depending on the credit quality of the counterparties) and inventory and other working capital assets. The Co-Borrowers must generally seek approval of the agent or the lenders for permitted acquisitions to be financed under the Acquisition Line.

The Senior Credit Facility is secured by pledges of the equity of the portion of Spark HoldCo owned by the Company and of the equity of Spark HoldCo’s subsidiaries and the Co-Borrowers’ present and future subsidiaries,

16
Table of Contents

all of the Co-Borrowers’ and their subsidiaries’ present and future property and assets, including accounts receivable, inventory and liquid investments, and control agreements relating to bank accounts. The Senior Credit Facility also contains covenants that, among other things, require the maintenance of specified ratios or conditions as follows:

•
Minimum Net Working Capital . The Co-Borrowers must maintain minimum consolidated net working capital through December 30, 2016 equal to the greater of $5.0 million or 10% , and from December 31, 2016 and thereafter equal to the greater of $5.0 million or 15% of the elected availability under the Working Capital Line.

•
Minimum Adjusted Tangible Net Worth. Spark Energy, Inc. must maintain a minimum consolidated adjusted tangible net worth at all times equal to the net proceeds from equity issuances occurring after the date of the Senior Credit Facility plus the greater of (i)  20% of aggregate commitments under the Working Capital Line plus 33% of borrowings under the Acquisition Line and (ii)  $18.0 million .

•
Minimum Fixed Charge Coverage Ratio. Spark Energy, Inc. must maintain a minimum fixed charge coverage ratio of 1.10 to 1.00 (with quarterly increases to the numerator of increments of 0.05 beginning in the third quarter of 2016). The Fixed Charge Coverage Ratio is defined as the ratio of (a) Adjusted EBITDA to (b) the sum of consolidated interest expense (other than interest paid-in-kind in respect of any Subordinated Debt), letter of credit fees, commitment fees, acquisition earn-out payments, distributions and scheduled amortization payments.

•
Maximum Total Leverage Ratio. Spark Energy, Inc. must maintain a ratio of total indebtedness (excluding the Working Capital Facility and qualifying subordinated debt) to Adjusted EBITDA of a maximum of 2.50 to 1.00.

The Senior Credit Facility contains various negative covenants that limit the Company’s ability to, among other things, do any of the following:

•
incur certain additional indebtedness;
•
grant certain liens;
•
engage in certain asset dispositions;
•
merge or consolidate;
•
make certain payments, distributions, investments, acquisitions or loans; or
•
enter into transactions with affiliates.

Spark Energy, Inc. is entitled to pay cash dividends to the holders of the Class A common stock and Spark HoldCo will be entitled to make cash distributions to NuDevco Retail and Retailco (or their successors in interest) so long as: (a) no default exists or would result from such a payment; (b) the Co-Borrowers are in pro forma compliance with all financial covenants before and after giving effect to such payment and (c) the outstanding amount of all loans and letters of credit does not exceed the borrowing base limits. Spark HoldCo’s inability to satisfy certain financial covenants or the existence of an event of default, if not cured or waived, under the Senior Credit Facility could prevent the Company from paying dividends to holders of the Class A common stock.

The Senior Credit Facility contains certain customary representations and warranties and events of default. Events of default include, among other things, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults and cross-acceleration to certain indebtedness, change in control in which affiliates of W. Keith Maxwell III own less than 40% of the outstanding voting interests in the Company, certain events of bankruptcy, certain events under ERISA, material judgments in excess of $5.0 million , certain events with respect to material contracts, actual or asserted failure of any guaranty or security document supporting the Senior Credit Facility to be in full force and effect and changes of control. If such an event of default occurs, the lenders under the Senior Credit Facility would be entitled to take various actions, including the acceleration of amounts due under the facility and all actions permitted to be taken by a secured creditor.

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Table of Contents


In addition, the Senior Credit Facility contains affirmative covenants that are customary for credit facilities of this type. The covenants include delivery of financial statements (including any filings made with the SEC, maintenance of property and insurance, payment of taxes and obligations, material compliance with laws, inspection of property, books and records and audits, use of proceeds, payments to bank blocked accounts, notice of defaults and certain other customary matters.
7. Fair Value Measurement
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date. Fair values are based on assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and the risks inherent in valuation techniques and the inputs to valuations. This includes not only the credit standing of counterparties involved and the impact of credit enhancements but also the impact of the Company’s own nonperformance risk on its liabilities.
The Company applies fair value measurements to its commodity derivative instruments and a contingent payment arrangement based on the following fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels:

•
Level 1—Quoted prices in active markets for identical assets and liabilities. Instruments categorized in Level 1 primarily consist of financial instruments such as exchange-traded derivative instruments.
•
Level 2—Inputs other than quoted prices recorded in Level 1 that are either directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived from observable market data by correlation or other means. Instruments categorized in Level 2 primarily include non-exchange traded derivatives such as over-the-counter commodity forwards and swaps and options.
•
Level 3—Unobservable inputs for the asset or liability, including situations where there is little, if any, observable market activity for the asset or liability. A contingent payment arrangement related to the CenStar acquisition is categorized as Level 3.
As the fair value hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable data (Level 3), the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. In some cases, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. In these cases, the lowest level input that is significant to a fair value measurement in its entirety determines the applicable level in the fair value hierarchy.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table presents assets and liabilities measured and recorded at fair value in the Company’s condensed consolidated balance sheets on a recurring basis by and their level within the fair value hierarchy as of (in thousands):  


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Level 1

Level 2

Level 3

Total
June 30, 2016
 

 

 

 
Non-trading commodity derivative assets
$
243


$
2,890


$
—


$
3,133

Trading commodity derivative assets
—


11


—


11

Total commodity derivative assets
$
243


$
2,901


$
—


$
3,144

Non-trading commodity derivative liabilities
$
—


$
(2,387
)

$
—


$
(2,387
)
Trading commodity derivative liabilities
—


—


—


—

Total commodity derivative liabilities
$
—


$
(2,387
)

$
—


$
(2,387
)
Contingent payment arrangement
$
—

 
$
—

 
$
(1,500
)
 
$
(1,500
)


Level 1

Level 2

Level 3

Total
December 31, 2015







Non-trading commodity derivative assets
$
—


$
200


$
—


$
200

Trading commodity derivative assets
—


405


—


405

Total commodity derivative assets
$
—


$
605


$
—


$
605

Non-trading commodity derivative liabilities
$
(3,324
)

$
(7,661
)

$
—


$
(10,985
)
Trading commodity derivative liabilities
—


(253
)

—


(253
)
Total commodity derivative liabilities
$
(3,324
)

$
(7,914
)

$
—


$
(11,238
)
Contingent payment arrangement
$
—

 
$
—

 
$
(500
)
 
$
(500
)
The Company had no transfers of assets or liabilities between any of the above levels during the six months ended June 30, 2016 and the year ended December 31, 2015 .
The Company’s derivative contracts include exchange-traded contracts fair valued utilizing readily available quoted market prices and non-exchange-traded contracts fair valued using market price quotations available through brokers or over-the-counter and on-line exchanges. In addition, in determining the fair value of the Company’s derivative contracts, the Company applies a credit risk valuation adjustment to reflect credit risk which is calculated based on the Company’s or the counterparty’s historical credit risks. As of June 30, 2016 and December 31, 2015 , the credit risk valuation adjustment was not material.
The contingent payment arrangement referred to above reflects the CenStar Earnout incurred in connection with the acquisition of CenStar and is recorded in other current liabilities in the condensed consolidated balance sheet. The CenStar Earnout is based on a financial measurement attributable to the operations of CenStar for the year following the closing of the acquisition. In determining the fair value of the CenStar Earnout, the Company forecasted a one year performance measurement, as defined by the CenStar stock purchase agreement. As this calculation is based on management's estimates of the liability, we classified the CenStar Earnout as a Level 3 measurement as of June 30, 2016. We anticipate payment of the CenStar Earnout within one year from the close of the performance measurement period, which ended in July 2016. The $1.0 million increase in our estimate of the CenStar Earnout for the six months ended June 30, 2016 was determined based on results of operations and was recorded as general and administrative expense in our condensed consolidated statements of operations.
Other Financial Instruments
The carrying amount of cash and cash equivalents, accounts receivable, accounts receivable—affiliates, accounts payable, accounts payable—affiliates, and accrued liabilities recorded in the condensed consolidated balance sheets approximate fair value due to the short-term nature of these items. The carrying amount of the Senior Credit Facility recorded in the condensed consolidated balance sheets approximates fair value because of the variable rate nature of the Company’s line of credit. The fair value of our convertible subordinated notes to affiliates is not determinable for accounting purposes due to the affiliate nature and terms of the associated debt instrument with the affiliate. The fair value of the payable pursuant to tax receivable agreement—affiliate is not determinable for accounting purposes due to the affiliate nature and terms of the associated agreement with the affiliate.

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Table of Contents

8. Accounting for Derivative Instruments
The Company is exposed to the impact of market fluctuations in the price of electricity and natural gas and basis costs, storage and ancillary capacity charges from independent system operators. The Company uses derivative instruments to manage exposure to these risks.
The Company holds certain derivative instruments that are not held for trading purposes and are not designated as hedges for accounting purposes. These derivative instruments represent economic hedges that mitigate the Company’s exposure to fluctuations in commodity prices. For these derivative instruments, changes in the fair value are recognized currently in earnings in retail revenues or retail cost of revenues.
As part of the Company’s strategy to optimize its assets and manage related risks, it also manages a portfolio of commodity derivative instruments held for trading purposes. The Company’s commodity trading activities are subject to limits within the Company’s Risk Management Policy. For these derivative instruments, changes in the fair value are recognized currently in earnings in net asset optimization revenues.
Derivative assets and liabilities are presented net in the Company’s condensed consolidated balance sheets when the derivative instruments are executed with the same counterparty under a master netting arrangement. The Company’s derivative contracts include transactions that are executed both on an exchange and centrally cleared as well as over-the-counter, bilateral contracts that are transacted directly with a third party. To the extent the Company has paid or received collateral related to the derivative assets or liabilities, such amounts would be presented net against the related derivative asset or liability’s fair value. As of June 30, 2016 and December 31, 2015 , the Company had zero and $0.1 million in collateral outstanding, respectively. The specific types of derivative instruments the Company may execute to manage the commodity price risk include the following:

•
Forward contracts, which commit the Company to purchase or sell energy commodities in the future;
•
Futures contracts, which are exchange-traded standardized commitments to purchase or sell a commodity or financial instrument;
•
Swap agreements, which require payments to or from counterparties based upon the differential between two prices for a predetermined notional quantity; and
•
Option contracts, which convey to the option holder the right but not the obligation to purchase or sell a commodity.
The Company has entered into other energy-related contracts that do not meet the definition of a derivative instrument or qualify for the normal purchase or normal sale exception and are therefore not accounted for at fair value including the following:

• Forward electricity and natural gas purchase contracts for retail customer load, and
• Natural gas transportation contracts and storage agreements. 

Volumetric Underlying Derivative Transactions
The following table summarizes the net notional volume buy/(sell) of the Company’s open derivative financial instruments accounted for at fair value, broken out by commodity, as of (in thousands):
Non-trading  
Commodity
Notional

June 30, 2016

December 31, 2015
Natural Gas
MMBtu

1,792


7,543

Natural Gas Basis
MMBtu

—


455

Electricity
MWh

1,304


1,187


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Trading
Commodity
Notional

June 30, 2016

December 31, 2015
Natural Gas
MMBtu

(354
)

8

Natural Gas Basis
MMBtu

—


(455
)

Gains (Losses) on Derivative Instruments
Gains (losses) on derivative instruments, net and current period settlements on derivative instruments were as follows for the periods indicated (in thousands):


Three Months Ended June 30,
  
2016

2015
Gain (loss) on non-trading derivatives, net
$
5,487


$
(4,808
)
Loss on trading derivatives, net
(77
)

(66
)
Gain (loss) on derivatives, net
5,410


(4,874
)
Current period settlements on non-trading derivatives  (1)
4,394


4,493

Current period settlements on trading derivatives
71


40

Total current period settlements on derivatives
$
4,465


$
4,533

(1)
Excludes settlements of $0.9 million and $0.2 million , respectively, for the three months ended June 30, 2016 and 2015 related to non-trading derivative liabilities assumed in the acquisitions of CenStar and Oasis.

Six Months Ended June 30,
  
2016

2015
Loss on non-trading derivatives, net
$
(4,133
)

$
(6,008
)
Loss on trading derivatives, net
(206
)

(171
)
Loss on derivatives, net
(4,339
)

(6,179
)
Current period settlements on non-trading derivatives  (1)
15,672


8,608

Current period settlements on trading derivatives
65


116

Total current period settlements on derivatives
$
15,737


$
8,724

(1)
Excludes settlements of $0.1 million and $0.2 million , respectively, for the six months ended June 30, 2016 and 2015 related to non-trading derivative liabilities assumed in the acquisitions of CenStar and Oasis.
Gains (losses) on trading derivative instruments are recorded in net asset optimization revenues and gains (losses) on non-trading derivative instruments are recorded in retail revenues or retail cost of revenues on the condensed consolidated statements of operations.
Fair Value of Derivative Instruments
The following tables summarize the fair value and offsetting amounts of the Company’s derivative instruments by counterparty and collateral received or paid as of (in thousands):

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June 30, 2016
Description
Gross Assets

Gross
Amounts
Offset

Net Assets

Cash
Collateral
Offset

Net Amount
Presented
Non-trading commodity derivatives
$
5,681


$
(2,987
)

$
2,694


$
—


$
2,694

Trading commodity derivatives
23


(12
)

11


—


11

Total Current Derivative Assets
5,704


(2,999
)

2,705


—


2,705

Non-trading commodity derivatives
705


(266
)

439


—


439

Total Non-current Derivative Assets
705


(266
)

439


—


439

Total Derivative Assets
$
6,409


$
(3,265
)

$
3,144


$
—


$
3,144


June 30, 2016
Description
Gross 
Liabilities

Gross
Amounts
Offset

Net
Liabilities

Cash
Collateral
Offset

Net Amount
Presented
Non-trading commodity derivatives
$
(3,489
)

$
1,560


$
(1,929
)

$
—


$
(1,929
)
Trading commodity derivatives
—


—


—


—


—

Total Current Derivative Liabilities
(3,489
)

1,560


(1,929
)

—


(1,929
)
Non-trading commodity derivatives
(683
)

225


(458
)

—


(458
)
Total Non-current Derivative Liabilities
(683
)

225


(458
)

—


(458
)
Total Derivative Liabilities
$
(4,172
)

$
1,785


$
(2,387
)

$
—


$
(2,387
)
  
December 31, 2015
Description
Gross Assets

Gross
Amounts
Offset

Net Assets

Cash
Collateral
Offset

Net Amount
Presented
Non-trading commodity derivatives
$
589


$
(389
)

$
200


$
—


$
200

Trading commodity derivatives
411


(6
)

405


—


405

Total Current Derivative Assets
1,000


(395
)

605


—


605

Non-trading commodity derivatives
—


—


—


—


—

Total Non-current Derivative Assets
—


—


—


—


—

Total Derivative Assets
$
1,000


$
(395
)

$
605


$
—


$
605


December 31, 2015
Description
Gross 
Liabilities

Gross
Amounts
Offset

Net
Liabilities

Cash
Collateral
Offset

Net Amount
Presented
Non-trading commodity derivatives
$
(13,618
)

$
3,151


$
(10,467
)

$
100


$
(10,367
)
Trading commodity derivatives
(320
)

67


(253
)

—


(253
)
Total Current Derivative Liabilities
(13,938
)

3,218


(10,720
)

100


(10,620
)
Non-trading commodity derivatives
(950
)

332


(618
)

—


(618
)
Total Non-current Derivative Liabilities
(950
)

332


(618
)

—


(618
)
Total Derivative Liabilities
$
(14,888
)

$
3,550


$
(11,338
)

$
100


$
(11,238
)


9. Taxes

Income Taxes


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The Company and CenStar are each subject to U.S. federal income tax as a corporation. Spark HoldCo and its subsidiaries, with the exception of CenStar, are treated as flow-through entities for U.S. federal income tax purposes, and, as such, are generally not subject to U.S. federal income tax at the entity level. Rather, the tax liability with respect to their taxable income is passed through to their members or partners. Accordingly, the Company is subject to U.S. federal income taxation on its allocable share of Spark HoldCo’s net U.S. taxable income.

The Company accounts for income taxes using the assets and liabilities method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and those assets and liabilities tax bases. The Company applies existing tax law and the tax rate that the Company expects to apply to taxable income in the years in which those differences are expected to be recovered or settled in calculating the deferred tax assets and liabilities. Effects of changes in tax rates on deferred tax assets and liabilities are recognized in income in the period of the tax rate enactment.

In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes ("ASU 2015-17") that is intended to simplify the presentation of deferred taxes by requiring that all deferred taxes be classified as noncurrent and presented as a single noncurrent amount for each tax-payment component of an entity. The ASU 2015-17 is effective for fiscal years beginning after December 15, 2016; however, the Company elected early adoption on January 1, 2016, on a retrospective basis. The adoption of ASU 2015-17 resulted in the reclassification of previously-classified net current deferred taxes of approximately $0.9 million from other current liabilities, resulting in a $23.4 million noncurrent deferred tax asset and a $0.9 million noncurrent deferred tax liability on the Company’s condensed consolidated balance sheet at December 31, 2015. There was no impact to our condensed consolidated statements of operations for the three and six months ended June 30, 2016 or 2015 .

The Company periodically assesses whether it is more likely than not that it will generate sufficient taxable income to realize its deferred income tax assets. In making this determination, the Company considers all available positive and negative evidence and makes certain assumptions. The Company considers, among other things, its deferred tax liabilities, the overall business environment, its historical earnings and losses, current industry trends, and its outlook for future years. The Company believes it is more likely than not that the deferred tax assets will be utilized.

On February 3, 2016, Retailco exchanged 1,000,000 of its Spark HoldCo units (together with a corresponding number of shares of Class B common stock) for shares of Class A common stock. The exchange resulted in a step up in tax basis, which gave rise to a deferred tax asset of approximately $8.0 million on the exchange date. In addition, the Company recorded an additional long-term liability as a result of the exchange of approximately $10.3 million pursuant to the Tax Receivable Agreement and a corresponding long-term deferred tax asset of approximately $3.9 million . The initial estimate for the deferred tax asset, net of the liability, under the Tax Receivable Agreement was recorded within additional paid-in capital on our condensed consolidated balance sheet at June 30, 2016 .

On April 1, 2016, Retailco exchanged 1,725,000 of its Spark HoldCo units (together with a corresponding number of shares of Class B common stock) for shares of Class A common stock. The exchange resulted in a step up in tax basis, which gave rise to a deferred tax asset of approximately $7.6 million on the exchange date. In addition, the Company recorded an additional long-term liability as a result of the exchange of approximately $10.3 million pursuant to the Tax Receivable Agreement and a corresponding long-term deferred tax asset of approximately $3.9 million . The initial estimate for the deferred tax asset, net of the liability, under the Tax Receivable Agreement was recorded within additional paid-in capital on our condensed consolidated balance sheet at June 30, 2016 .

On June 8, 2016, Retailco exchanged 500,000 of its Spark HoldCo units (together with a corresponding number of shares of Class B common stock) for shares of Class A common stock. The exchange resulted in a step up in tax basis, which gave rise to a deferred tax asset of approximately $5.3 million on the exchange date. In addition, the Company recorded an additional long-term liability as a result of the exchange of approximately $6.9 million

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pursuant to the Tax Receivable Agreement and a corresponding long-term deferred tax asset of approximately $2.6 million . The initial estimate for the deferred tax asset, net of the liability, under the Tax Receivable Agreement was recorded within additional paid-in capital on our condensed consolidated balance sheet at June 30, 2016 .

As of June 30, 2016 , the Company had a net deferred tax asset of approximately $15.6 million related to the step up in tax basis resulting from the purchase by the Company of Spark HoldCo units from NuDevco Retail and NuDevco Retail Holdings (predecessor to Retailco) on the IPO date. In addition, as of June 30, 2016 , the Company had a total liability of $20.7 million for the effect of the Tax Receivable Agreement liability, with approximately $19.3 million classified as a long-term liability and $1.4 million classified as a current liability related to the IPO. The Company had a long-term deferred tax asset of approximately $7.9 million related to the Tax Receivable Agreement liability related to the IPO. See Note 11 “Transactions with Affiliates” for further discussion.

The effective U.S. federal and state income tax rate for the six months ended June 30, 2016 and 2015 is 17.8% and 5.7% , respectively, with respect to pre-tax income attributable to the Company's stockholders. The higher effective tax rate for the six months ended June 30, 2016 is primarily attributable to the CenStar acquisition, discrete items and a decrease in the non-controlling interest. The CenStar acquisition resulted in an increase in the effective tax rate based on its taxable status as a corporation. The discrete items were related to revisions of prior period state income. The remaining increase is primarily attributable to units exchanged by Retailco which corresponds with an increase in taxable income allocable to the Company from Spark HoldCo that is subject to U.S. federal income taxation.

Total income tax expense for the six months ended June 30, 2016 differed from amounts computed by applying the U.S. federal statutory tax rates to pre-tax income primarily due to state taxes and the impact of permanent differences between book and taxable income, most notably the income attributable to non-controlling interest. The effective tax rate includes a rate benefit attributable to the fact that Spark HoldCo operates as a limited liability company treated as a partnership for federal and state income tax purposes and is not subject to federal and state income taxes. Accordingly, the portion of earnings attributable to non-controlling interest is subject to tax when reported as a component of the non-controlling interest’s taxable income. The February, April and June 2016 exchanges by Retailco decreased the effective tax rate benefit attributable to non-controlling interest.

10. Commitment and Contingencies
From time to time, the Company may be involved in legal, tax, regulatory and other proceedings in the ordinary course of business. Other than proceedings discussed below, management does not believe that we are a party to any litigation, claims or proceedings that will have a material impact on the Company’s condensed consolidated financial condition or results of operations. Liabilities for loss contingencies arising from claims, assessments, litigations or other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated.

Indirect Tax Audits

The Company is undergoing various types of indirect tax audits spanning from years 2006 to 2016 for which the Company may have additional liabilities arise. At the time of filing these condensed consolidated financial statements, these indirect tax audits are at an early stage and subject to substantial uncertainties concerning the outcome of audit findings and corresponding responses. We accrued an additional $1.6 million during the three and six months ended June 30, 2016, which increased accrued liabilities for these indirect tax audits to reflect our best estimate of the amounts we believe we will owe to $1.9 million at June 30, 2016. The outcome of these indirect tax audits may result in additional expense.

Legal Proceedings

The Company is the subject of the following lawsuits:


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Table of Contents

John Melville et al v. Spark Energy Inc. and Spark Energy Gas, LLC is a purported class action filed on December 17, 2015 in the United States District Court for the District of New Jersey alleging, among other things, that (i) sales representatives engaged as independent contractors for Spark Energy Gas, LLC engaged in deceptive acts in violation of the New Jersey Consumer Fraud Act and (ii) Spark Energy Gas, LLC  breached its contract with plaintiff, including a breach of the covenant of good faith and fair dealing. Plaintiff seeks unspecified compensatory and punitive damages for himself and the purported class, injunctive relief and/or declaratory relief, disgorgement of revenues and/or profits and attorneys’ fees. On March 14, 2016, Spark Energy Gas, LLC and Spark Energy, Inc. filed a Motion to Dismiss this case. On April 18, 2016, Plaintiff filed his Opposition to the Motion to Dismiss. On April 25, 2016, Spark Energy, Inc. and Spark Energy Gas, LLC filed a Reply in support of their Motion to Dismiss. The Motion to Dismiss was set on the Court's submission docket for May 2, 2016. The parties are currently waiting on the Court’s ruling. Discovery has not yet commenced in this matter. We cannot predict the outcome or consequences of this case.

Arturo Amaya et al v. Spark Energy Gas, LLC is a purported class action filed on May 22, 2015 in the United States District Court for the Northern District of California alleging, among other things, that certain door-to-door sales representatives engaged as independent contractors for Spark Energy Gas, LLC allegedly engaged in deceptive practices in violation of the California Civil Code, California Unfair Competition Law, California False Advertising Law and the California Consumer Legal Remedies Act while marketing Spark Energy Gas, LLC’s gas services to consumers in California. Plaintiffs are seeking unspecified compensatory and punitive damages for the purported class, injunctive relief and/or declaratory relief, disgorgement of revenues and/or profits and attorneys’ fees. On September 29, 2015, Spark Energy Gas, LLC filed a motion to dismiss the complaint in its entirety and a motion to compel arbitration in the case of one of the named plaintiffs. On April 11, 2016 the Court issued an Order denying without prejudice Spark Energy Gas, LLC’s Motion to Compel Arbitration and denying the Motion to Dismiss. The Court also reset the date to hear any Motion for Class Certification that plaintiffs may file in this matter to August 5, 2016.  On April 15, 2016, the parties attended a court-ordered mediation during which a confidential resolution of this matter was reached. Subsequently, a confidential settlement agreement and release of all claims was executed by the parties. On July 5, 2016, a Joint Stipulation of Dismissal with Prejudice was filed with the Court. On July 6, 2016, the Court issued an Order Dismissing the Entire Action. We expensed and paid $0.5 million related to this litigation during the six months ended June 30, 2016 in our condensed consolidated statement of operations.

11. Transactions with Affiliates
The Company enters into transactions with and pays certain costs on behalf of affiliates that are commonly controlled in order to reduce risk, reduce administrative expense, create economies of scale, create strategic alliances and supply goods and services to these related parties. The Company also sells and purchases natural gas and electricity with affiliates. The Company presents receivables and payables with the same affiliate on a net basis in the condensed consolidated balance sheets as all affiliate activity is with parties under common control.

Master Service Agreement with Retailco Services, LLC

We entered into a Master Service Agreement (the “Master Service Agreement”) effective January 1, 2016 with Retailco Services, LLC ("Retailco Services"), which is wholly owned by W. Keith Maxwell III. The Master Service Agreement is for a one -year term and renews automatically for successive one -year terms unless the Master Service Agreement is terminated by either party. Retailco Services provides us with operational support services such as: enrollment and renewal transaction services; customer billing and transaction services; electronic payment processing services; customer services and information technology infrastructure and application support services under the Master Service Agreement. See "Cost Allocations" for further discussion of the fees paid in connection with the Master Service Agreement during the three and six months ended June 30, 2016 .
Accounts Receivable and Payable — Affiliates

25
Table of Contents

The Company recorded current accounts receivable—affiliates of $1.0 million and $1.8 million as of June 30, 2016 and December 31, 2015 , respectively, and current accounts payable—affiliates of $2.0 million and $2.0 million as of June 30, 2016 and December 31, 2015 , respectively, for certain direct billings and cost allocations for services the Company provided to affiliates, services our affiliates provided to us, and sales or purchases of natural gas and electricity with affiliates.
Prepaid Assets — Affiliates

The Company prepaid NuDevco Retail and Retailco for costs of certain employee benefits to be provided through the Company’s benefit plans and recorded current prepaid assets—affiliates of $0.1 million and $0.2 million as of June 30, 2016 and December 31, 2015 , respectively.

Convertible Subordinated Notes to Affiliate

In connection with the financing of the CenStar acquisition, the Company, together with Spark HoldCo, issued the CenStar Note to Retailco Acquisition Co, LLC ("RAC"), which is wholly owned by W. Keith Maxwell III, for $2.1 million on July 8, 2015. In connection with the financing of the Oasis acquisition, the Company, together with Spark HoldCo, issued the Oasis Note to RAC for $5.0 million on July 31, 2015. Refer to Note 6 "Debt" for further discussion.
Revenues and Cost of Revenues — Affiliates
The Company and an affiliate are party to an agreement whereby the Company purchases natural gas from an affiliate. Cost of revenues—affiliates, recorded in net asset optimization revenues in the condensed consolidated statements of operations for the three months ended June 30, 2016 and 2015 related to this agreement were $0.4 million and $3.1 million , respectively. Cost of revenues—affiliates, recorded in net asset optimization revenues in the condensed consolidated statements of operations for the six months ended June 30, 2016 and 2015 related to this agreement were $1.6 million and $6.2 million , respectively.
The Company also purchases natural gas at a nearby third-party plant inlet which is then sold to an affiliate. Revenues—affiliates, recorded in net asset optimization revenues in the condensed consolidated statements of operations for the three months ended June 30, 2016 and 2015 related to these sales were less than $0.1 million and $0.2 million , respectively. Revenues—affiliates, recorded in net asset optimization revenues in the condensed consolidated statements of operations for the six months ended June 30, 2016 and 2015 related to these sales were $0.2 million and $0.7 million , respectively.
Additionally, the Company entered into a natural gas transportation agreement with another affiliate at its pipeline, whereby the Company transports retail natural gas and pays the higher of (i) a minimum monthly payment or (ii) a transportation fee per MMBtu times actual volumes transported. The current transportation agreement renews annually on February 28 at a fixed rate per MMBtu without a minimum monthly payment. While this transportation agreement remains in effect, this entity was no longer an affiliate as Mr. Maxwell terminated his interest in the affiliate on May 16, 2016. Cost of revenues—affiliates, recorded in retail cost of revenues in the condensed consolidated statements of operations related to this activity, was less than $0.1 million for each of the periods from April 1, 2016 to May 16, 2016 and from January 1, 2016 to May 16, 2016.
Cost Allocations

The Company paid certain expenses on behalf of affiliates, which are reimbursed by the affiliates to the Company, and our affiliates paid certain expenses on our behalf, which are reimbursed by us. These transactions include costs that can be specifically identified and certain allocated overhead costs associated with general and administrative services, including executive management, due diligence work, recurring management consulting, facilities, banking arrangements, professional fees, insurance, information services, human resources and other support departments to or from the affiliates. Where costs incurred on behalf of the affiliate or us could not be determined

26
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by specific identification for direct billing, the costs were primarily allocated to the affiliated entities or us based on percentage of departmental usage, wages or headcount.

The total net amount direct billed and allocated from affiliates was $4.6 million and $9.6 million , respectively, for the three and six months ended June 30, 2016 . Of this total net amount, the Company recorded general and administrative expense of $3.8 million and $8.0 million for the three and six months ended June 30, 2016 , respectively, in the condensed consolidated statement of operations in connection with fees paid under the Master Service Agreement with Retailco Services. Additionally under the Master Service Agreement, we capitalized $0.5 million and $1.1 million of property and equipment for the application, development and implementation of various systems during three and six months ended June 30, 2016 . The remaining amount was direct billed and allocated from other affiliates and recorded as general and administrative expense in the condensed consolidated statement of operations.

The total net amount direct billed and allocated to affiliates was $0.7 million and $1.6 million , respectively, for the three and six months ended June 30, 2015 , which was recorded as a reduction in general and administrative expense in the condensed consolidated statement of operations.

Distributions to and Contributions from Affiliates

During the six months ended June 30, 2016 and 2015 , the Company made distributions to NuDevco Retail and Retailco of $6.4 million and $7.8 million in conjunction with the payment of its quarterly distributions attributable to its holding of Spark HoldCo units. During the six months ended June 30, 2016 , the Company made distributions to NuDevco Retail and Retailco for gross-up distributions of $3.5 million in connection with distributions made between Spark HoldCo and Spark Energy, Inc. for payment of income taxes incurred by Spark Energy, Inc. Additionally, during the six months ended June 30, 2015, the Company received a contribution from NuDevco of $0.1 million as NuDevco forgave an account payable due to NuDevco that arose from the payment of withholding taxes related to the vesting of restricted stock units of certain employees of NuDevco who perform services for the Company.

Proceeds from Disgorgement of Stockholder Short-swing Profits

During the six months ended June 30, 2016 , the Company received $0.6 million from Retailco for the disgorgement of stockholder short-swing profits under Section 16(b) under the Exchange Act. The amount was recorded as an increase to additional paid-in capital in our condensed consolidated balance sheet.

Tax Receivable Agreement

The Company is party to a Tax Receivable Agreement with Spark HoldCo, NuDevco Retail Holdings and NuDevco Retail. This agreement generally provides for the payment by the Company to Retailco, LLC (as successor to NuDevco Retail Holdings) and NuDevco Retail of 85% of the net cash savings, if any, in U.S. federal, state and local income tax or franchise tax that the Company actually realizes (or is deemed to realize in certain circumstances) in future periods as a result of (i) any tax basis increases resulting from the purchase by the Company of Spark HoldCo units from NuDevco Retail Holdings, (ii) any tax basis increases resulting from the exchange of Spark HoldCo units for shares of Class A common stock pursuant to the Exchange Right (or resulting from an exchange of Spark HoldCo units for cash pursuant to the Cash Option) and (iii) any imputed interest deemed to be paid by the Company as a result of, and additional tax basis arising from, any payments the Company makes under the Tax Receivable Agreement. The Company retains the benefit of the remaining 15% of these tax savings. See Note 9 “Taxes” for further discussion.

In certain circumstances, the Company may defer or partially defer any payment due (a “TRA Payment”) to the holders of rights under the Tax Receivable Agreement, which are currently Retailco and NuDevco Retail.


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During the five -year period ending September 30, 2019, the Company will defer all or a portion of any TRA Payment owed pursuant to the Tax Receivable Agreement to the extent that Spark HoldCo does not generate sufficient Cash Available for Distribution (as defined below) during the four-quarter period ending September 30th of the applicable year in which the TRA Payment is to be made in an amount that equals or exceeds 130% (the “TRA Coverage Ratio”) of the Total Distributions (as defined below) paid in such four-quarter period by Spark HoldCo. For purposes of computing the TRA Coverage Ratio:
 
•
“Cash Available for Distribution” is generally defined as the Adjusted EBITDA of Spark HoldCo for the applicable period, less (i) cash interest paid by Spark HoldCo, (ii) capital expenditures of Spark HoldCo (exclusive of customer acquisition costs) and (iii) any taxes payable by Spark HoldCo; and
•
“Total Distributions” are defined as the aggregate distributions necessary to cause the Company to receive distributions of cash equal to (i) the targeted quarterly distribution the Company intends to pay to holders of its Class A common stock payable during the applicable four-quarter period, plus (ii) the estimated taxes payable by the Company during such four-quarter period, plus (iii) the expected TRA Payment payable during the calendar year for which the TRA Coverage Ratio is being tested.

In the event that the TRA Coverage Ratio is not satisfied in any calendar year, the Company will defer all or a portion of the TRA Payment to NuDevco under the Tax Receivable Agreement to the extent necessary to permit Spark HoldCo to satisfy the TRA Coverage Ratio (and Spark HoldCo is not required to make and will not make the pro rata distributions to its members with respect to the deferred portion of the TRA Payment). If the TRA Coverage Ratio is satisfied in any calendar year, the Company will pay NuDevco the full amount of the TRA Payment.

Following the five -year deferral period ending September 30, 2019, the Company will be obligated to pay any outstanding deferred TRA Payments to the extent such deferred TRA Payments do not exceed (i) the lesser of the Company's proportionate share of aggregate Cash Available for Distribution of Spark HoldCo during the five -year deferral period or the cash distributions actually received by the Company during the five -year deferral period, reduced by (ii) the sum of (a) the aggregate target quarterly dividends (which, for the purposes of the Tax Receivable Agreement, will be $0.3625 per share per quarter) during the five -year deferral period, (b) the Company's estimated taxes during the five -year deferral period, and (c) all prior TRA Payments and (y) if with respect to the quarterly period during which the deferred TRA Payment is otherwise paid or payable, Spark HoldCo has or reasonably determines it will have amounts necessary to cause the Company to receive distributions of cash equal to the target quarterly distribution payable during that quarterly period. Any portion of the deferred TRA Payments not payable due to these limitations will no longer be payable.

We expect to meet the threshold coverage ratio required to fund the first payment to Retailco under the Tax Receivable Agreement during the four-quarter period ending September 30, 2016. As such, the initial payment of $1.4 million under the Tax Receivable Agreement due in late 2016 was recorded as a current liability in our condensed consolidated balance sheet at June 30, 2016 .

12. Segment Reporting
The Company’s determination of reportable business segments considers the strategic operating units under which the Company makes financial decisions, allocates resources and assesses performance of its retail and asset optimization businesses.
The Company’s reportable business segments are retail natural gas and retail electricity. The retail natural gas segment consists of natural gas sales to, and natural gas transportation and distribution for, residential and commercial customers. Asset optimization activities, considered an integral part of securing the lowest price natural gas to serve retail gas load, are part of the retail natural gas segment. The Company recorded asset optimization revenues of $20.8 million and $23.0 million and asset optimization cost of revenues of $21.5 million and $23.1 million for the three months ended June 30, 2016 and 2015 , respectively, which are presented on a net basis in asset optimization revenues. The Company recorded asset optimization revenues of $63.1 million and $93.0 million and asset optimization cost of revenues of $63.3 million and $91.1 million for the six months ended June 30, 2016 and

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2015 , respectively, which are presented on a net basis in asset optimization revenues. The retail electricity segment consists of electricity sales and transmission to residential and commercial customers. Corporate and other consists of expenses and assets of the retail natural gas and retail electricity segments that are managed at a consolidated level such as general and administrative expenses.
To assess the performance of the Company’s operating segments, the Chief Operating Decision Maker analyzes retail gross margin. The Company defines retail gross margin as operating income plus (i) depreciation and amortization expenses and (ii) general and administrative expenses, less (i) net asset optimization revenues (expenses), (ii) net gains (losses) on derivative instruments, and (iii) net current period cash settlements on derivative instruments. The Company deducts net gains (losses) on derivative instruments, excluding current period cash settlements, from the retail gross margin calculation in order to remove the non-cash impact of net gains and losses on derivative instruments.
Retail gross margin 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, as determined in accordance with GAAP.
Below is a reconciliation of retail gross margin to income before income tax expense (in thousands):

  
Three Months Ended June 30,
Six Months Ended June 30,
  
2016

2015
2016

2015
Reconciliation of Retail Gross Margin to Income before taxes






Income before income tax expense
$
15,474


$
4,497

$
32,201


$
17,987

Interest and other income
(194
)

(186
)
(99
)

(321
)
Interest expense
619


234

1,373


615

Operating Income
15,899


4,545

33,475


18,281

Depreciation and amortization
6,244


6,038

13,033


10,316

General and administrative
16,199


13,712

33,580


28,416

Less:






Net asset optimization (expenses) revenues
(676
)

(67
)
(150
)

1,862

Net, Gain (losses) on non-trading derivative instruments
5,487


(4,808
)
(4,133
)

(6,008
)
Net, Cash settlements on non-trading derivative instruments
4,394


4,493

15,672


8,608

Retail Gross Margin
$
29,137


$
24,677

$
68,699


$
52,551


The Company uses retail gross margin and net asset optimization revenues as the measure of profit or loss for its business segments. This measure represents the lowest level of information that is provided to the chief operating decision maker for our reportable segments.

Financial data for business segments are as follows (in thousands):  
Three Months Ended June 30, 2016
Retail
Electricity

Retail
Natural Gas

Corporate
and Other

Eliminations

Spark Retail
Total Revenues
$
57,556

 
$
18,631

 
$
—

 
$
—

 
$
76,187

Retail cost of revenues
33,302

 
4,543

 
—

 
—

 
37,845

Less:
 
 
 
 
 
 
 
 
 
Net asset optimization expenses
—

 
(676
)
 
—

 
—

 
(676
)
Gains on non-trading derivatives
3,599

 
1,888

 
—

 
—

 
5,487

Current period settlements on non-trading derivatives
2,981

 
1,413

 
—

 
—

 
4,394

Retail Gross Margin
$
17,674

 
$
11,463

 
$
—

 
$
—

 
$
29,137

Total Assets at June 30, 2016
$
184,869

 
$
123,679

 
$
113,913

 
$
(254,399
)
 
$
168,062

Goodwill at June 30, 2016
$
16,476

 
$
1,903

 
$
—

 
$
—

 
$
18,379



Three Months Ended June 30, 2015
Retail
Electricity

Retail
Natural Gas

Corporate
and Other

Eliminations

Spark Retail
Total revenues
$
48,698


$
21,545


$
—


$
—


$
70,243

Retail cost of revenues
36,458


9,490


—


—


45,948

Less:









Net asset optimization expenses
—


(67
)

—


—


(67
)
(Losses) gains on non-trading derivatives
(5,459
)

651


—


—


(4,808
)
Current period settlements on non-trading derivatives
2,516


1,977


—


—


4,493

Retail Gross Margin
$
15,183


$
9,494


$
—


$
—


$
24,677

Total Assets at December 31, 2015
$
150,245


$
113,583


$
88,823


$
(190,417
)

$
162,234

Goodwill at December 31, 2015
$
16,476

 
$
1,903

 
$
—

 
$
—

 
$
18,379


Six Months Ended June 30, 2016
Retail
Electricity

Retail
Natural Gas

Corporate
and Other

Eliminations

Spark Retail
Total revenues
$
119,489


$
67,243


$
—


$
—


$
186,732

Retail cost of revenues
79,602


27,042


—


—


106,644

Less:









Net asset optimization expenses
—


(150
)

—


—


(150
)
(Losses) gains on non-trading derivatives
(5,791
)

1,658


—


—


(4,133
)
Current period settlements on non-trading derivatives
12,598


3,074


—


—


15,672

Retail Gross Margin
$
33,080


$
35,619


$
—


$
—


$
68,699

Total Assets at June 30, 2016
$
184,869


$
123,679


$
113,913


$
(254,399
)

$
168,062

Goodwill at June 30, 2016
$
16,476


$
1,903


$
—


$
—


$
18,379

Six Months Ended June 30, 2015
Retail
Electricity

Retail
Natural Gas

Corporate
and Other

Eliminations

Spark Retail
Total revenues
$
93,147


$
78,899


$
—


$
—


$
172,046

Retail cost of revenues
72,077


42,956


—


—


115,033

Less:









Net asset optimization revenues
—


1,862


—


—


1,862

(Losses) gains on non-trading derivatives
(6,092
)

84


—


—


(6,008
)
Current period settlements on non-trading derivatives
2,417


6,191


—


—


8,608

Retail Gross Margin
$
24,745


$
27,806


$
—


$
—


$
52,551

Total Assets at December 31, 2015
$
150,245


$
113,583


$
88,823


$
(190,417
)

$
162,234

Goodwill at December 31, 2015
$
16,476


$
1,903


$
—


$
—


$
18,379


13. Subsequent Events

Declaration of Dividends

On July 20, 2016 , the Company declared a quarterly dividend of $0.3625 to holders of record of our Class A common stock on August 29, 2016 and payable on September 13, 2016 .

Provider Power Membership Interest Purchase Agreement and Related Transactions

On August 1, 2016, the Company and Spark HoldCo closed the previously announced purchase of all of the outstanding membership interests in Electricity Maine, LLC, a Maine limited liability company; Electricity N.H., LLC, a Maine limited liability company; and Provider Power Mass, LLC, a Maine limited liability company (the “Provider Companies”). On August 1, 2016, the Company and Spark HoldCo also issued 699,742 shares of Class B

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common stock (and a corresponding number of Spark HoldCo units) to Retailco for aggregate proceeds of $13,994,840 in order to fund a part of the purchase price of the Provider Companies.

Amendment to Senior Credit Facility

The Company, Spark HoldCo and certain of their subsidiaries entered into Amendment No. 4 to the Senior Credit Facility, effective August 1, 2016, to, among other things, provide for the purchase of the Provider Companies and the Company’s previously announced purchase of all of the outstanding membership interests in Major Energy Services LLC, a New York limited liability company, Major Energy Electric Services LLC, a New York limited liability company, and Respond Power LLC, a New York limited liability company (the “Major Energy Companies”). Amendment No. 4 also raises the minimum availability under the Working Capital Line to $40.0 million .

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this report and the audited combined and consolidated financial statements and notes thereto and management's discussion and analysis of financial condition and results of operations included in our Form 10-K for the year ended December 31, 2015 that was filed with the Securities and Exchange Commission (“SEC”). In this report, the terms “Spark Energy,” “Company,” “we,” “us” and “our” refer collectively to Spark Energy, Inc. and its subsidiaries.
Cautionary Note Regarding Forward-Looking Statements

This report 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 report, 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 report 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 stockholder 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, 2015, our Form 10-Q for the quarter ended March 31, 2016 and in our other public filings and press releases.

You should review the risk factors and other factors noted throughout or incorporated by reference in this report that could cause our actual results to differ materially from those contained in any forward-looking statement. All

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forward-looking statements speak only as of the date of this report. 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.
Overview

Spark Energy, Inc. ("Spark Energy," the "Company," "we" or "us") is a 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. We purchase our natural gas and electricity supply from a variety of wholesale providers and bill our customers monthly for the delivery of natural gas and electricity based on their consumption at either a fixed or variable price. Natural gas and electricity are then distributed to our customers by local regulated utility companies through their existing infrastructure. As of June 30, 2016 , we operated in 66 utility service territories across 16 states.

We operate these businesses in two operating segments:

•
Retail Natural Gas Segment . We purchase natural gas supply through physical and financial transactions with market counterparts and supply natural gas to residential and commercial consumers pursuant to fixed-price, variable-price and flat-rate contracts. For the three months ended June 30, 2016 and 2015 , approximately 24% and 31% , respectively, of our retail revenues were derived from the sale of natural gas. We also identify wholesale natural gas arbitrage opportunities in conjunction with our retail procurement and hedging activities, which we refer to as asset optimization. 

•
Retail Electricity Segment . We purchase electricity supply through physical and financial transactions with market counterparts and ISOs and supply electricity to residential and commercial consumers pursuant to fixed-price and variable-price contracts. For the three months ended June 30, 2016 and 2015 , approximately 76% and 69% , respectively, of our retail revenues were derived from the sale of electricity. 

Recent Developments

Declaration of Dividends

On July 20, 2016 , the Company declared a quarterly dividend of $0.3625 to holders of record of our Class A common stock on August 29, 2016 and payable on September 13, 2016 .

Provider Power Membership Interest Purchase Agreement and Related Transactions

On August 1, 2016, the Company and Spark HoldCo closed the previously announced purchase of all of the outstanding membership interests in Electricity Maine, LLC, a Maine limited liability company; Electricity N.H., LLC, a Maine limited liability company; and Provider Power Mass, LLC, a Maine limited liability company (the “Provider Companies”). On August 1, 2016, the Company and Spark HoldCo also issued 699,742 shares of Class B common stock (and a corresponding number of Spark HoldCo units) to Retailco for aggregate proceeds of $13,994,840 in order to fund a part of the purchase price of the Provider Companies.

Amendment to Senior Credit Facility

The Company, Spark HoldCo and certain of their subsidiaries have entered into Amendment No. 4 to the Senior Credit Facility, effective August 1, 2016, to, among other things, provide for the purchase of the Provider Companies and the Company’s previously announced purchase of all of the outstanding membership interests in Major Energy Services LLC, a New York limited liability company, Major Energy Electric Services LLC, a New York limited liability company, and Respond Power LLC, a New York limited liability company (the “Major Energy Companies”). For a more detailed description of the Senior Credit Facility, as amended, please see “ —

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Liquidity and Capital Resources — Senior Credit Facility.” Amendment No. 4 also raises the minimum availability under the Working Capital Line to $40.0 million.

Investment in eREX Spark Marketing Joint Venture

The Company and Spark HoldCo, together with eREX Co., Ltd., a Japanese company, are party to an agreement ("JV Agreement") to form a new joint venture eREX Spark Marketing Co., Ltd ("ESM"). Operations for ESM began on April 1, 2016 in connection with the deregulation of the Japanese power market. ESM has received more than 20,000 customer applications, which are currently not included in our count of residential customer equivalents ("RCEs").

Residential Customer Equivalents

The following table shows activity of our RCEs during the three months ended June 30, 2016 :
RCEs:
 
 
 
 
 
(In thousands)
March 31, 2016
Additions
Attrition
June 30, 2016
% Increase (Decrease)
Retail Electricity RCEs
257
33
(32)
258
—%
Retail Natural Gas RCEs
158
10
(17)
151
(4)%
Total Retail RCEs
415
43
(49)
409
(1)%

The following table details our RCEs by geographical location as of June 30, 2016 :
RCEs by Geographic Location:
 
 
 
 
 
 
(In thousands)
Electricity
 % of Total
Natural Gas
 % of Total
Total
 % of Total
East
155
60%
68
45%
223
55%
Midwest
45
17%
49
32%
94
23%
Southwest
58
23%
34
23%
92
22%
Total
258
100%
151
100%
409
100%

The geographical regions noted above include the following states:

•
East - New York, Connecticut, Massachusetts, Pennsylvania, Maryland, New Jersey, and Florida;
•
Midwest - Illinois, Indiana, Ohio and Michigan; and
•
Southwest - Texas, California, Colorado, Arizona and Nevada.

Drivers of our Business

Customer Growth

Customer growth is a key driver of our operations. Our customer growth strategy includes acquiring customers through acquisitions as well as organically. We expect an emphasis on growth through acquisition to continue.

Acquisitions. Our Founder formed National Gas & Electric, LLC (“NG&E”) in 2015 for the purpose of purchasing retail energy companies and retail customer books that could ultimately be resold to us. We currently expect that we would fund any potential drop-downs with some combination of cash, subordinated debt, or the issuance of Class B common stock (and corresponding Spark HoldCo units) to NG&E. However, actual consideration paid for the assets will depend, among other things, on our capital structure and liquidity at the time of any drop-down. This drop-down strategy affords us access to opportunities that might not otherwise be available to us due to our size and availability of capital.

Additionally, we may independently acquire both portfolios of customers as well as smaller retail energy companies through some combination of cash, borrowings under the Acquisition Line (defined below) of the Senior Credit Facility (defined below), through the issuance of Class A common stock to the public, or through financing arrangements with our Founder and his affiliates.

Organic Growth. Our organic sales strategies are used to both maintain and grow our customer base by offering competitive pricing, price certainty and/or green product offerings. We manage growth on a market-by-market basis by developing price curves in each of the markets we serve and comparing the market prices to the price the local regulated utility is offering. We then determine if there is an opportunity in a particular market based on our ability to create a competitive product on economic terms that satisfies our profitability objectives and provides customer value. We develop marketing campaigns using a combination of sales channels, with an emphasis on door-to-door marketing and outbound telemarketing given their flexibility and historical effectiveness. We identify and acquire customers through a variety of additional sales channels, including our inbound customer care call center, online marketing, email, direct mail, affinity programs, direct sales, brokers and consultants. Our marketing team continuously evaluates the effectiveness of each customer acquisition channel and makes adjustments in order to achieve desired growth and profitability targets.

Customer Acquisition Cost

Management of customer acquisition costs is a key component to our profitability. Customer acquisition costs are spending for organic customer acquisitions and do not include customer acquisitions through acquisitions of businesses or portfolios of customer contracts, which are recorded as customer relationships.

We attempt to maintain a disciplined approach to recovery of our customer acquisition costs within defined periods. We capitalize and amortize our customer acquisition costs over a two year period, which is based on the expected average length of a customer relationship. We factor in the recovery of customer acquisition costs in determining which markets we enter and the pricing of our products in those markets. Accordingly, our results are significantly influenced by our customer acquisition spending.

Customer acquisition cost for the three months ended June 30, 2016 was approximately $2.8 million . We have reduced the amount we spend on organic customer acquisition cost in recent quarters in order to maintain, rather than grow, our current level of RCEs, and have shifted our resources to acquisitions.

Our Ability to Manage Customer Attrition

Customer attrition is primarily due to: (i) customer initiated switches; (ii) residential moves and (iii) disconnection for customer payment defaults.

Customer attrition for the three months ended June 30, 2016 was 4.0% . Our customer attrition has been lower in recent quarters as we focused on the acquisition of higher lifetime value customers, proactive renewals and other customer relationship strategies to maintain a low level of customer attrition.

Customer Credit Risk

Our bad debt expense for the three and six months ended June 30, 2016 was less than 1.0% of non-POR market retail revenues. An increased focus on collection efforts and timely billing along with tighter credit requirements for new enrollments in non-POR markets have led to a reduction in the bad debt expense in 2016.

Weather Conditions

Weather conditions directly influence the demand for natural gas and electricity and affect the prices of energy commodities. Our hedging strategy is based on forecasted customer energy usage, which can vary substantially as a result of weather patterns deviating from historical norms. We are particularly sensitive to this variability because of

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our current substantial concentration and focus on growth in the residential customer segment in which energy usage is highly sensitive to weather conditions that impact heating and cooling demand. During the three months ended June 30, 2016 , we experienced milder than anticipated weather conditions, which negatively impacted overall customer usage and resulted in fewer megawatts of electricity and fewer MMBtu of natural gas sold.

Asset Optimization

Our natural gas business includes opportunistic transactions in the natural gas wholesale marketplace in conjunction with our retail procurement and hedging activities. Asset optimization opportunities primarily arise during the winter heating season when demand for natural gas is the highest. As such, the majority of our asset optimization profits are made in the winter. Given the opportunistic nature of these activities, we experience variability in our earnings from our asset optimization activities from year to year. As these activities are accounted for using mark to-market fair value accounting, the timing of our revenue recognition often differs from the actual cash settlement.

Net asset optimization results were a loss of $0.7 million for the three months ended June 30, 2016 , primarily due to limited arbitrage opportunities we captured during the three months ended June 30, 2016 , offset by $0.9 million of our annual legacy demand charges allocated to the quarter. During the full year 2016 , we are obligated to pay demand charges of approximately $2.6 million under certain long-term legacy transportation assets that our predecessor entity acquired prior to 2013.

How We Evaluate Our Operations
 
Three Months Ended June 30,
Six Months Ended June 30,
(in thousands)
2016

2015
2016

2015
Adjusted EBITDA
$
11,486


$
5,448

$
32,546


$
15,632

Retail Gross Margin
$
29,137


$
24,677

$
68,699


$
52,551


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 (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 periods of organic customer growth reflecting larger organic customer acquisition spending.

We do not deduct the cost of customer acquisitions through acquisitions of businesses 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 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

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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 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.

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 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 table presents a reconciliation of Adjusted EBITDA to net income for each of the periods indicated.
  
Three Months Ended June 30,
Six Months Ended June 30,
(in thousands)
2016

2015
2016

2015
Reconciliation of Adjusted EBITDA to Net Income:






Net income
$
10,738


$
4,039

$
26,478


$
16,968

Depreciation and amortization
6,244


6,038

13,033


10,316

Interest expense
619


234

1,373


615

Income tax expense
4,736


458

5,723


1,019

EBITDA
22,337


10,769

46,607


28,918

Less:






Net, Gains (losses) on derivative instruments
5,410


(4,874
)
(4,339
)

(6,179
)
Net, Cash settlements on derivative instruments
4,465


4,533

15,737


8,724

Customer acquisition costs
2,800


6,271

5,104


11,900

       Plus:










       Non-cash compensation expense
1,824


609

2,441


1,159

Adjusted EBITDA
$
11,486


$
5,448

$
32,546


$
15,632


35
Table of Contents

The following table presents a reconciliation of Adjusted EBITDA to net cash provided by (used in) operating activities for each of the periods indicated.
  
Three Months Ended June 30,
Six Months Ended June 30,
(in thousands)
2016

2015
2016

2015
Reconciliation of Adjusted EBITDA to net cash provided by operating activities:






Net cash provided by operating activities
$
18,112


$
16,447

$
43,614


$
35,693

Amortization of deferred financing costs
(118
)

(51
)
(235
)

(101
)
Bad debt expense
445


(1,232
)
(462
)

(4,179
)
Interest expense
619


234

1,373


615

Income tax expense
4,736


458

5,723


1,019

Changes in operating working capital






Accounts receivable, prepaids, current assets
(15,901
)

(19,120
)
(19,508
)

(23,903
)
Inventory
1,647


2,434

(1,837
)

(5,087
)
Accounts payable and accrued liabilities
(416
)

6,504

4,974


12,315

Other
2,362


(226
)
(1,096
)

(740
)
Adjusted EBITDA
$
11,486


$
5,448

$
32,546


$
15,632

Cash Flow Data:






Cash flows provided by operating activities
$
18,112


$
16,447

$
43,614


$
35,693

Cash flows used in investing activities
(1,029
)

(451
)
(1,862
)

(892
)
Cash flows used in financing activities
(12,770
)

(16,160
)
(38,964
)

(34,145
)

The following table presents a reconciliation of Retail Gross Margin to operating income for each of the periods indicated.
  
Three Months Ended June 30,
Six Months Ended June 30,
(in thousands)
2016

2015
2016

2015
Reconciliation of Retail Gross Margin to Operating Income:






Operating income
$
15,899


$
4,545

$
33,475


$
18,281

Depreciation and amortization
6,244


6,038

13,033


10,316

General and administrative
16,199


13,712

33,580


28,416

Less:






Net asset optimization (expenses) revenues
(676
)

(67
)
(150
)

1,862

Net, Gains (losses) on non-trading derivative instruments
5,487


(4,808
)
(4,133
)

(6,008
)
Net, Cash settlements on non-trading derivative instruments
4,394


4,493

15,672


8,608

Retail Gross Margin
$
29,137


$
24,677

$
68,699


$
52,551



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Table of Contents



Consolidated Results of Operations

Three Months Ended June 30, 2016 Compared to Three Months Ended June 30, 2015

(In Thousands)
Three Months Ended June 30,



2016
 
2015
 
Change
Revenues:

 

 

Retail revenues
$
76,863

 
$
70,310

 
$
6,553

Net asset optimization expenses
(676
)
 
(67
)
 
(609
)
Total Revenues
76,187

 
70,243

 
5,944

Operating Expenses:


 


 


Retail cost of revenues
37,845

 
45,948

 
(8,103
)
General and administrative
16,199

 
13,712

 
2,487

Depreciation and amortization
6,244

 
6,038

 
206

Total Operating Expenses
60,288

 
65,698

 
(5,410
)
Operating income
15,899

 
4,545

 
11,354

Other (expense)/income:


 


 


Interest expense
(619
)
 
(234
)
 
(385
)
Interest and other income
194

 
186

 
8

Total other expenses
(425
)
 
(48
)
 
(377
)
Income before income tax expense
15,474

 
4,497

 
10,977

Income tax expense
4,736

 
458

 
4,278

Net income
$
10,738

 
$
4,039

 
$
6,699

Adjusted EBITDA (1)
$
11,486

 
$
5,448

 
$
6,038

Retail Gross Margin  (1)
29,137

 
24,677

 
4,460

Customer Acquisition Costs
2,800

 
6,271

 
(3,471
)
RCE Attrition
4.0
%
 
5.2
%
 
(1.2)%

(1)
Adjusted EBITDA and Retail Gross Margin are non-GAAP financial measures. See “—How We Evaluate Our Operations” for a reconciliation of Adjusted EBITDA and Retail Gross Margin to their most directly comparable financial measures presented in accordance with GAAP.

Total Revenues.  Total revenues for the three months ended June 30, 2016 were approximately $76.2 million , an increase of approximately $6.0 million , or 9% , from approximately $70.2 million for the three months ended June 30, 2015 , as indicated in the table below (in millions).

Change in electricity volumes sold
$
15.9

Change in natural gas volumes sold
2.1

Change in electricity unit revenue per MWh
(7.0
)
Change in natural gas unit revenue per MMBtu
(4.4
)
Change in net asset optimization revenue (expense)
(0.6
)
Change in total revenues
$
6.0


Retail Cost of Revenues . Total retail cost of revenues for the three months ended June 30, 2016 was approximately $37.8 million , a decrease of approximately $8.1 million , or 18% , from approximately $45.9 million for the three months ended June 30, 2015 , as indicated in the table below (in millions).

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Table of Contents

Change in electricity volumes sold
$
10.9

Change in natural gas volumes sold
1.2

Change in electricity unit cost per MWh
(4.5
)
Change in natural gas unit cost per MMBtu
(5.5
)
Change in value of retail derivative portfolio
(10.2
)
Change in retail cost of revenues
$
(8.1
)

General and Administrative Expense . General and administrative expense for the three months ended June 30, 2016 was approximately $16.2 million , an increase of approximately $2.5 million , or 18% , as compared to $13.7 million for the three months ended June 30, 2015 . This increase was primarily due to increased billing and other variable costs associated with increased RCEs primarily due to the acquisitions of CenStar and Oasis and increased stock-based compensation associated with higher stock prices and additional equity awards, partially offset by a reduction in bad debt expense as we had better than anticipated collections from a higher value customer base as well as new collection initiatives.

Depreciation and Amortization Expense . Depreciation and amortization expense for the three months ended June 30, 2016 was approximately $6.2 million , an increase of approximately $0.2 million , or 3% , from approximately $6.0 million for the three months ended June 30, 2015 . This increase was primarily due to the increased amortization expense associated with customer intangibles from the acquisitions of CenStar and Oasis, partially offset by decreased amortization expense from lower customer acquisition costs.

Customer Acquisition Cost . Customer acquisition cost for the three months ended June 30, 2016 was approximately $2.8 million , a decrease of approximately $3.5 million , or 55% , from approximately $6.3 million for the three months ended June 30, 2015 . This decrease was primarily due to our decreased organic sales in the quarter as we have shifted our focus to growth through acquisitions and we have changed our residential vendor commission payment structure to better align such structure with lifetime customer value.

Six Months Ended June 30, 2016 Compared to Six Months Ended June 30, 2015


38

In Thousands
Six Months Ended June 30,



2016

2015

Change
Revenues:





Retail revenues
$
186,882


$
170,184


$
16,698

Net asset optimization (expenses) revenues
(150
)

1,862


(2,012
)
Total Revenues
186,732


172,046


14,686

Operating Expenses:








Retail cost of revenues
106,644


115,033


(8,389
)
General and administrative
33,580


28,416


5,164

Depreciation and amortization
13,033


10,316


2,717

Total Operating Expenses
153,257


153,765


(508
)
Operating income
33,475


18,281


15,194

Other (expense)/income:








Interest expense
(1,373
)

(615
)

(758
)
Interest and other income
99


321


(222
)
Total other (expenses)/income
(1,274
)

(294
)

(980
)
Income before income tax expense
32,201


17,987


14,214

Income tax expense
5,723


1,019


4,704

Net income
$
26,478


$
16,968


$
9,510

Adjusted EBITDA (1)
$
32,546


$
15,632


$
16,914

Retail Gross Margin  (1)
68,699


52,551


16,148

Customer Acquisition Costs
5,104


11,900


(6,796
)
RCE Attrition
4.2
%

5.5
%

(1.3
)%
(1)
Adjusted EBITDA and Retail Gross Margin are non-GAAP financial measures. See “—How We Evaluate Our Operations” for a reconciliation of Adjusted EBITDA and Retail Gross Margin to their most directly comparable financial measures presented in accordance with GAAP.

Total Revenues.  Total revenues for the six months ended June 30, 2016 were approximately $186.7 million , an increase of approximately $14.7 million , or 9% , from approximately $172.0 million for the six months ended June 30, 2015 , as indicated in the table below (in millions).  

Change in electricity volumes sold
$
41.1

Change in natural gas volumes sold
(2.0
)
Change in electricity unit revenue per MWh
(14.7
)
Change in natural gas unit revenue per MMBtu
(7.7
)
Change in net asset optimization revenue (expense)
(2.0
)
Change in total revenues
$
14.7


Retail Cost of Revenues . Total retail cost of revenues for the six months ended June 30, 2016 was approximately $106.6 million , a decrease of approximately $8.4 million , or 7% , from approximately $115.0 million for the six months ended June 30, 2015 , as indicated in the table below (in millions).  


39
Table of Contents

Change in electricity volumes sold
$
30.2

Change in natural gas volumes sold
(1.3
)
Change in electricity unit cost per MWh
(12.2
)
Change in natural gas unit cost per MMBtu
(16.1
)
Change in value of retail derivative portfolio
(9.0
)
Change in retail cost of revenues
$
(8.4
)

General and Administrative Expense . General and administrative expense for the six months ended June 30, 2016 was approximately $33.6 million , an increase of approximately $5.2 million , or 18% , as compared to $28.4 million for the six months ended June 30, 2015 . This increase was primarily due to the change in estimate of the contingent consideration associated with the acquisition of CenStar, increased billing and other variable costs associated with increased RCEs, including those added as a result of the acquisitions of Oasis and CenStar, increased stock-based compensation associated with higher stock prices and additional equity awards, and additional litigation expense. This increase was partially offset by cost reductions from the Master Service Agreement with Retailco Services and lower overall bad debt expense as we had better than anticipated collections from a higher value customer base as well as new collection initiatives, and as the impact of attrition in the Southern California market was limited to 2015.

Depreciation and Amortization Expense . Depreciation and amortization expense for the six months ended June 30, 2016 was approximately $13.0 million , an increase of approximately $2.7 million , or 26% , from approximately $10.3 million for the six months ended June 30, 2015 . This increase was primarily due to the increased amortization expense associated with customer intangibles from the acquisitions of CenStar and Oasis and other acquisitions of retail customer books.

Customer Acquisition Cost . Customer acquisition cost for the six months ended June 30, 2016 was approximately $5.1 million , a decrease of approximately $6.8 million , or 57% , from approximately $11.9 million for the six months ended June 30, 2015 . This decrease was primarily due to our decreased organic sales in the quarter as we have shifted our focus to growth through acquisitions and we have changed our residential vendor commission payment structure to better align such structure with lifetime customer value.
Operating Segment Results  

40
Table of Contents

 
Three Months Ended 
 June 30,

Six Months Ended 
 June 30,
  
2016

2015

2016

2015
 
(in thousands, except per unit operating data)
Retail Natural Gas Segment



 



Total Revenues
$
18,631


$
21,545

 
$
67,243


$
78,899

Retail Cost of Revenues
4,543


9,490

 
27,042


42,956

Less: Net Asset Optimization (Expenses) Revenues
(676
)

(67
)
 
(150
)

1,862

Less: Net Gains on non-trading derivatives, net of cash settlements
3,301


2,628

 
4,732


6,275

Retail Gross Margin—Gas
$
11,463


$
9,494

 
$
35,619


$
27,806

Volume of Gas (MMBtu)
2,511,369


2,290,913

 
8,623,800


8,854,958

Retail Gross Margin — Gas ($/MMBtu)
$
4.56


$
4.14

 
$
4.13


$
3.14

Retail Electricity Segment



 



Total Revenues
$
57,556


$
48,698

 
$
119,489


$
93,147

Retail Cost of Revenues
33,302


36,458

 
79,602


72,077

Less: Net Gains (Losses) on non-trading derivatives, net of cash settlements
6,580


(2,943
)
 
6,807


(3,675
)
Retail Gross Margin—Electricity
$
17,674


$
15,183

 
$
33,080


$
24,745

Volume of Electricity (MWh)
565,452


426,402

 
1,152,130


799,253

Retail Gross Margin—Electricity ($/MWh)
$
31.26


$
35.61

 
$
28.71


$
30.96


Three Months Ended June 30, 2016 Compared to Three Months Ended June 30, 2015
Retail Natural Gas Segment
Total revenues for the Retail Natural Gas Segment for the three months ended June 30, 2016 were approximately $18.6 million , a decrease of approximately $2.9 million , or 14% , from approximately $21.5 million for the three months ended June 30, 2015 . This decrease was primarily due to lower rates driven by the lower commodity pricing environment, partially offset by higher customer sales volumes. Lower commodity prices resulted in a decrease in total revenues of $4.4 million . Our increase in customer volumes resulted in an increase in total revenues of $2.1 million and was driven by the addition of customers through our CenStar and Oasis acquisitions, partially offset by a decreasing organic customer base, primarily in the Southwest, as we managed our customer acquisition costs to maintain RCEs at current levels.
Retail cost of revenues for the Retail Natural Gas Segment for the three months ended June 30, 2016 was approximately $4.5 million , a decrease of $5.0 million , or 52% , from approximately $9.5 million for the three months ended June 30, 2015 . This decrease was due to decreased supply costs, which resulted in a decrease of $5.5 million , partially offset by the addition of customers through our CenStar and Oasis acquisitions, which resulted in an increase of $1.2 million . Additionally, we recognized a change in the value of our retail derivative portfolio used for hedging, which offset this decrease in natural gas prices and resulted in a decrease of $0.7 million.
Retail gross margin for the Retail Natural Gas Segment for the three months ended June 30, 2016 was approximately $11.5 million , an increase of approximately $2.0 million , or 21% , from approximately $9.5 million for the three months ended June 30, 2015 , as indicated in the table below (in millions).
Change in volumes sold
$
0.9

Change in unit margin per MMBtu
1.1

Change in retail natural gas segment retail gross margin
$
2.0

Retail Electricity Segment

41
Table of Contents

Total revenues for the Retail Electricity Segment for the three months ended June 30, 2016 were approximately $57.6 million , an increase of approximately $8.9 million , or 18% , from approximately $48.7 million for the three months ended June 30, 2015 . This increase was largely because of an increase in volumes, primarily due to our CenStar and Oasis acquisitions and through organic growth in the East, which resulted in an increase of $15.9 million . This increase was partially offset by lower customer pricing, driven by the lower commodity pricing environment from milder than anticipated weather, which resulted in a decrease of $7.0 million .
Retail cost of revenues for the Retail Electricity Segment for the three months ended June 30, 2016 was approximately $33.3 million , a decrease of approximately $3.1 million , or 9% , from approximately $36.4 million for the three months ended June 30, 2015 . This decrease was primarily due to decreased supply costs, which resulted in a decrease of $4.5 million . Additionally, we recognized a change in the value of our retail derivative portfolio used for hedging, which resulted in a decrease of $9.5 million. This decrease was partially offset by the addition of customers primarily due to our CenStar and Oasis acquisitions and through organic growth in the East, which resulted in an increase of $10.9 million .
Retail gross margin for the Retail Electricity Segment for the three months ended June 30, 2016 was approximately $17.7 million , an increase of approximately $2.5 million , or 16% , from approximately $15.2 million for the three months ended June 30, 2015 , as indicated in the table below (in millions).
Change in volumes sold
$
5.0

Change in unit margin per MWh
(2.5
)
Change in retail electricity segment retail gross margin
$
2.5




Six Months Ended June 30, 2016 Compared to Six Months Ended June 30, 2015
Retail Natural Gas Segment
Total revenues for the Retail Natural Gas Segment for the six months ended June 30, 2016 were approximately $67.2 million , a decrease of approximately $11.7 million , or 15% , from approximately $78.9 million for the six months ended June 30, 2015 . This decrease was due to lower rates driven by the lower commodity pricing environment and decreased customer sales volumes. Lower commodity prices resulted in a decrease in total revenues of $7.7 million . Additionally, lower customer sales volumes, due to milder weather and increased attrition in certain areas of the Midwest, resulted in a decrease of $2.0 million , as well as a $2.0 million decrease in net asset optimization revenues. These decreases in customer sales volumes were partially offset by the acquisitions of CenStar and Oasis.
Retail cost of revenues for the Retail Natural Gas Segment for the six months ended June 30, 2016 was approximately $27.0 million , a decrease of approximately $15.9 million , or 37% , from approximately $42.9 million for the six months ended June 30, 2015 . This decrease was due to decreased supply costs, which resulted in a decrease of $16.1 million . Additionally, we had lower customers sales volumes, which resulted in a decrease of $1.3 million , as well as a change in the value of our retail derivative portfolio used for hedging, which offset this decrease in natural gas prices and resulted in an increase of $1.5 million.
Retail gross margin for the Retail Natural Gas Segment for the six months ended June 30, 2016 was approximately $35.6 million , an increase of approximately $7.8 million , or 28% , from approximately $27.8 million for the six months ended June 30, 2015 , as indicated in the table below (in millions).
Change in volumes sold
$
(0.7
)
Change in unit margin per MMBtu
8.5

Change in retail natural gas segment retail gross margin
$
7.8

Retail Electricity Segment

42
Table of Contents

Total revenues for the Retail Electricity Segment for the six months ended June 30, 2016 were approximately $119.5 million , an increase of approximately $26.4 million , or 28% , from approximately $93.1 million for the six months ended June 30, 2015 . This increase was because of an increase in volume, primarily due to the Oasis and CenStar acquisitions and the addition of several higher volume commercial customers in the East, which resulted in an increase of $41.1 million . This increase was partially offset by a decrease in electricity pricing, driven by the lower commodity pricing environment from milder than anticipated weather, which resulted in a decrease of $14.7 million .
Retail cost of revenues for the Retail Electricity Segment for the six months ended June 30, 2016 was approximately $79.6 million , an increase of approximately $7.5 million , or 10% , from approximately $72.1 million for the six months ended June 30, 2015 . This increase was largely because of an increase in volume, primarily due to our CenStar and Oasis acquisitions and the addition of several higher volume commercial customers in the East, which resulted in an increase of $30.2 million . This increase was partially offset by decreased commodity prices, which resulted in a decrease in retail cost of revenues of $12.2 million . Additionally, there was a decrease of $10.5 million due to a change in the value of our retail derivative portfolio used for hedging.
Retail gross margin for the Retail Electricity Segment for the six months ended June 30, 2016 was approximately $33.1 million , an increase of approximately $8.4 million , or 34% , from approximately $24.7 million for the six months ended June 30, 2015 , as indicated in the table below (in millions).  
Change in volumes sold
$
10.9

Change in unit margin per MWh
(2.5
)
Change in retail electricity segment retail gross margin
$
8.4



Liquidity and Capital Resources

Our liquidity requirements fluctuate with our customer acquisition costs, acquisitions, collateral posting requirements on our derivative instruments portfolio, distributions, the effects of the timing between payments of payables and receipts of receivables, including bad debt receivables, and our general working capital needs for ongoing operations. Our borrowings under the Senior Credit Facility are also subject to material variations on a seasonal basis due to the timing of commodity purchases to satisfy required natural gas inventory purchases and to meet customer demands during periods of peak usage. Moreover, estimating our liquidity requirements is highly dependent on then-current market conditions, including forward prices for natural gas and electricity, and market volatility.

Our primary sources of liquidity are cash generated from operations and borrowings under our Senior Credit Facility. We believe that cash generated from these sources will be sufficient to sustain current operations and to pay required taxes and quarterly cash distributions including the quarterly dividend to the holders of the Class A common stock for the next twelve months.

The covenants under the Senior Credit Facility require us to hold increasing levels of net working capital over time. The Senior Credit Facility, as amended, includes a $25 million secured revolving line of credit ("Acquisition Line") for the purpose of financing permitted acquisitions, which enables us to pursue growth through acquisitions. We are obligated to make payments outstanding under the Acquisition Line of 25% per year with the balance due at maturity, which in turn increases availability under the line. We are constrained in our ability to grow through acquisitions using financing under the Senior Credit Facility to the extent we have utilized the capacity under this Acquisition Line.

In addition, the Senior Credit Facility requires us to finance permitted acquisitions with at least 25% of either cash on hand, equity contributions or subordinated debt. We have historically issued convertible subordinated notes and Class B common stock (and corresponding Spark HoldCo units) to an affiliate of our Founder and majority stockholder in order to finance acquisitions. There can be no assurance that our Founder and majority stockholder

43
Table of Contents

and their affiliates will continue to finance our acquisition activities through such notes and Class B common stock (and corresponding Spark HoldCo units).

In connection with this acquisition strategy, Retailco periodically sells shares of our Class A common stock into the market for the purposes of financing the underlying transactions. Our prospects could be negatively impacted if Retailco was unable to make such sales to fund its acquisition of assets to drop down to us.

Based upon our current plans, level of operations and business conditions, we believe that our cash on hand, cash generated from operations, and available borrowings under the Senior Credit Facility will be sufficient to meet our capital requirements and working capital needs. The Company is financing the acquisitions of the Provider Companies and the Major Energy Companies through the issuance of Class B common stock and through excess capacity under the Acquisition Line. We believe that the financing of any additional growth through acquisitions in 2016 may require further equity financing and/or further expansion of our Acquisition Line to accommodate such growth.

The following table details our total liquidity as of the date presented:
(In thousands)
June 30, 2016
Cash and cash equivalents
$
7,262

Senior Credit Facility Working Capital Line Availability (1)
65,265

Senior Credit Facility Acquisition Line Availability (2)
7,755

Total Liquidity
$
80,282

(1) Subject to Senior Credit Facility borrowing base restrictions. See “—Cash Flows—Senior Credit Facility.”
(2) Subject to Senior Credit Facility covenant restrictions. See “—Cash Flows—Senior Credit Facility.”

Capital expenditures for the six months ended June 30, 2016 included approximately $5.1 million for customer acquisitions and $1.4 million related to information systems improvements.
The Spark HoldCo, LLC Agreement provides, to the extent cash is available, for distributions pro rata to the holders of Spark HoldCo units such that we receive an amount of cash sufficient to cover the estimated taxes payable by us, the targeted quarterly dividend we intend to pay to holders of our Class A common stock, and payments under the Tax Receivable Agreement we have entered into with Spark HoldCo, NuDevco Retail Holdings and NuDevco Retail.

During the six months ended June 30, 2016 , we paid dividends to holders of our Class A common stock related to the three months ended December 31, 2015, and March 31, 2016 in the amount of $0.3625 per share for each dividend declaration, or $3.7 million in the aggregate. On July 20, 2016 , our Board of Directors declared a quarterly dividend of $0.3625 per share for the second quarter of 2016 to holders of the Class A common stock on August 29, 2016 . This dividend will be paid on September 13, 2016 . The dividends that we anticipate paying on an annualized basis equal approximately $1.45 per share or $9.4 million in the aggregate on an annualized basis based on 6,470,128 shares of Class A common stock outstanding at June 30, 2016 . Our ability to pay dividends in the future will depend on many factors, including the performance of our business in the future and restrictions under our Senior Credit Facility. The financial covenants included in the Senior Credit Facility require the Company to retain increasing amounts of working capital over time, which may have the effect of restricting our ability to pay dividends. Management does not currently believe that the financial covenants in the Senior Credit Facility will cause any such restrictions.

In order to pay our stated dividends to holders of our Class A common stock and corresponding distributions to holders of our non-controlling interest, Spark HoldCo generally is required to distribute approximately $10.9 million on an annualized basis to holders of Spark HoldCo units based on 7,525,000 shares of Class B common stock outstanding at June 30, 2016 , which would increase to $14.8 million on an annualized basis with the issuance of 2,699,742 additional Spark HoldCo units in connection with the acquisitions of the Provider Companies and the Major Energy Companies. If our business does not generate enough cash for Spark HoldCo to make such

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distributions, we may have to borrow to pay our dividend. If our business generates cash in excess of the amounts required to pay an annual dividend of $1.45 per share of Class A common stock, we currently expect to reinvest any such excess cash flows in our business and not increase the dividends payable to holders of our Class A common stock. However, our future dividend policy is within the discretion of our board of directors and will depend upon various factors, including the results of our operations, our financial condition, capital requirements and investment opportunities.

We expect to make payments pursuant to the Tax Receivable Agreement that we have entered into with Retailco LLC (as assignee of NuDevco Retail Holdings), NuDevco Retail and Spark HoldCo in connection with the Initial Public Offering of Spark Energy, Inc. Except in cases where we elect to terminate the Tax Receivable Agreement early (or the Tax Receivable Agreement is terminated early due to certain mergers or other changes of control) or we have available cash but fail to make payments when due, generally we may elect to defer payments due under the Tax Receivable Agreement for up to five years if we do not have available cash to satisfy our payment obligations under the Tax Receivable Agreement or if our contractual obligations limit our ability to make these payments. Any such deferred payments under the Tax Receivable Agreement generally will accrue interest. If we were to defer substantial payment obligations under the Tax Receivable Agreement on an ongoing basis, the accrual of those obligations would reduce the availability of cash for other purposes, but we would not be prohibited from paying dividends on our Class A common stock.

We expect to meet the threshold coverage ratio required to fund the first payment to Retailco under the Tax Receivable Agreement during the four-quarter period ending September 30, 2016. As such, the initial payment of $1.4 million under the Tax Receivable Agreement due in late 2016 was classified as a current liability in our condensed consolidated balance sheet at June 30, 2016. See Note 11 “Transactions with Affiliates” in the notes to our condensed consolidated financial statements for additional details on the Tax Receivable Agreement. See “Risk Factors—Risks Related to our Class A Common Stock” in our Annual Report on Form 10-K for the year ended December 31, 2015 for risks related to the Tax Receivable Agreement.

Cash Flows
Our cash flows were as follows for the respective periods (in thousands):
  
Six Months Ended June 30,


  
2016

2015

Change
Net cash provided by operating activities
$
43,614


$
35,693


$
7,921

Net cash used in investing activities
$
(1,862
)

$
(892
)

$
(970
)
Net cash used in financing activities
$
(38,964
)

$
(34,145
)

$
(4,819
)
Six Months Ended June 30, 2016 Compared to the Six Months Ended June 30, 2015

Cash Flows Provided by Operating Activities . Cash flows provided by operating activities for the six months ended June 30, 2016 increased by $7.9 million compared to the six months ended June 30, 2015 . The increase was primarily due to an increase in retail gross margin in 2016, including the acquisitions of CenStar and Oasis, due to the lower commodity price environment, and reduced spending in customer acquisition costs in 2016.

Cash Flows Used in Investing Activities . Cash flows used in investing activities increased by $1.0 million for the
six months ended June 30, 2016 , which was primarily due to the increased capital spending on property and equipment and a contribution to ESM.

Cash Flows Used in Financing Activities . Cash flows used in financing activities increased by $4.8 million for the
six months ended June 30, 2016 . Cash flows used in financing activities were primarily due to additional dividends and distributions, respectively, made to holders of our Class A and Class B common stock and increased net payments under our Senior Credit Facility

Senior Credit Facility

The Company, as guarantor, and Spark HoldCo (the “Borrower,” and together with Spark Energy, LLC, Spark Energy Gas, LLC, CenStar Energy Corp, CenStar Operating Company, LLC, Oasis Power Holdings, LLC and

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Oasis Power, LLC, Electricity Maine, LLC, Electricity N.H., LLC and Provider Power Mass, LLC, each a subsidiary of Spark HoldCo, the “Co-Borrowers”) are party to a senior secured revolving credit facility, as amended (“Senior Credit Facility”).

On June 1, 2016, the Company and the Co-Borrowers entered into Amendment No. 3 to the Senior Credit Facility to, among other things, increase the Working Capital Line (defined below) from $60.0 million to $82.5 million in accordance with the Co-Borrowers' right to increase under the existing terms of the Senior Credit Facility. Amendment No. 3 also provides for the addition of new lenders and re-allocates working capital and revolving commitments among existing and new lenders. Amendment No. 3 also provides for additional representations of the Co-Borrowers and additional protections of the lenders of the Senior Credit Facility.

The Company and the Co-Borrowers have entered into Amendment No. 4 to the Senior Credit Facility, effective August 1, 2016, to, among other things, provide for the acquisition of the Provider Companies and also provide for certain additional amendments automatically upon the closing of the acquisition of the Major Energy Companies, if such closing occurs prior to September 30, 2016. Upon the acquisition of the Major Energy Companies, the Major Energy Companies will become unrestricted subsidiaries, as that term is defined in the Senior Credit Facility. Amendment No. 4 also raises the minimum availability under the Working Capital Line to $40.0 million.

The Senior Credit Facility, as amended, includes a senior secured revolving working capital facility of $82.5 million ("Working Capital Line") and the $25.0 million secured revolving Acquisition Line, to be used specifically for the financing of up to 75% of the cost of acquisitions with the remainder to be financed by the Company either through cash on hand or the issuance of subordinated debt or equity. The Senior Credit Facility will mature on July 8, 2017 and may be extended for one additional year with lender consent. Borrowings under the Acquisition Line will be repaid 25% per year with the remainder due at maturity.
At the Borrower’s election, the interest rate under the Working Capital Line is generally determined by reference to:
•
the Eurodollar rate plus an applicable margin of up to 3.00% per annum (based upon the prevailing utilization); or
•
the alternate base rate plus an applicable margin of up to 2.00% per annum (based upon the prevailing utilization). The alternate base rate is equal to the highest of (i) Société Générale’s prime rate, (ii) the federal funds rate plus 0.50% per annum, or (iii) the reference Eurodollar rate plus 1.00%; or
•
the rate quoted by Société Générale as its cost of funds for the requested credit plus up to 2.50% per annum (based upon the prevailing utilization).
 
The interest rate is generally reduced by 25 basis points if utilization under the Working Capital Line is below fifty percent.

Borrowings under the Acquisition Line are generally determined by reference to:
•
the Eurodollar rate plus an applicable margin of up to 3.75% per annum (based upon the prevailing utilization); or
•
the alternate base rate plus an applicable margin of up to 2.75% per annum (based upon the prevailing utilization). The alternate base rate is equal to the highest of (i) Société Générale's prime rate, (ii) the federal funds rate plus 0.50% per annum, or (iii) the reference Eurodollar rate plus 1.00%.

The Co-Borrowers pay an annual commitment fee of 0.375% or 0.5% on the unused portion of the Working Capital Line depending upon the unused capacity and 0.50% on the unused portion of the Acquisition Line. The lending syndicate under the Senior Credit Facility is entitled to several additional fees including an upfront fee, annual agency fee, and fronting fees based on a percentage of the face amount of letters of credit payable to any syndicate member that issues a letter a credit.

The Company has the ability to elect the availability under the Working Capital Line between $30.0 million to $82.5 million. Availability under the working capital line is subject to borrowing base limitations. The borrowing base is calculated primarily based on 80% to 90% of the value of eligible accounts receivable and unbilled product sales (depending on the credit quality of the counterparties) and inventory and other working capital assets. The Co-

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Borrowers must generally seek approval of the Agent or the lenders for permitted acquisitions to be financed under the Acquisition Line.

The Senior Credit Facility is secured by pledges of the equity of the portion of Spark HoldCo owned by the Company and of the equity of Spark HoldCo’s subsidiaries and the Co-Borrowers’ present and future subsidiaries, all of the Co-Borrowers’ and their subsidiaries’ present and future property and assets, including accounts receivable, inventory and liquid investments, and control agreements relating to bank accounts.

The Senior Credit Facility also contains covenants that, among other things, require the maintenance of specified ratios or conditions as follows:

▪
Minimum Net Working Capital . The Co-Borrowers must maintain minimum consolidated net working capital through December 30, 2016 equal to the greater of $5.0 million or 10% of the elected availability under the Working Capital Line, and from December 31, 2016 and thereafter equal to the greater of $5.0 million or 15% of the elected availability under the Working Capital Line.

▪
Minimum Adjusted Tangible Net Worth . The Co-Borrowers must maintain a minimum consolidated adjusted tangible net worth at all times equal to the net proceeds from equity issuances occurring after the date of the Senior Credit Facility plus the greater of (i) 20% of aggregate commitments under the Working Capital Line plus 33% of borrowings under the Acquisition Line and (ii) $18.0 million.

▪
Minimum Fixed Charge Coverage Ratio . Spark Energy, Inc. must maintain a minimum fixed charge coverage ratio of 1.10 to 1.00 (with quarterly increases to the numerator of increments of 0.05 beginning in the third quarter of 2016). The Fixed Charge Coverage Ratio is defined as the ratio of (a) Adjusted EBITDA to (b) the sum of consolidated interest expense (other than interest paid-in-kind in respect of any Subordinated Debt), letter of credit fees, commitment fees, acquisition earn-out payments, distributions and scheduled amortization payments.

▪
Maximum Total Leverage Ratio . Spark Energy, Inc. must maintain a ratio of total indebtedness (excluding the Working Capital Facility and qualifying subordinated debt) to Adjusted EBITDA of a maximum of 2.50 to 1.00.

The Senior Credit Facility contains various negative covenants that limit the Company’s ability to, among other things, do any of the following:

•
incur certain additional indebtedness;
•
grant certain liens;
•
engage in certain asset dispositions;
•
merge or consolidate;
•
make certain payments, distributions, investments, acquisitions or loans; or
•
enter into transactions with affiliates.

Spark Energy, Inc. is entitled to pay cash dividends to the holders of the Class A common stock and Spark HoldCo is entitled to make cash distributions to NuDevco Retail Holdings, LLC so long as: (a) no default exists or would result from such a payment; (b) the Co-Borrowers are in pro forma compliance with all financial covenants before and after giving effect to such payment and (c) the outstanding amount of all loans and letters of credit does not exceed the borrowing base limits. Spark HoldCo’s inability to satisfy certain financial covenants or the existence of an event of default, if not cured or waived, under the Senior Credit Facility could prevent the Company from paying dividends to holders of the Class A common stock.

The Senior Credit Facility contains certain customary representations and warranties and events of default. Events of default include, among other things, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults and cross-acceleration to certain indebtedness, change in control in which affiliates of W. Keith Maxwell III own less than 40% of the outstanding voting interests in the Company, certain events of

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bankruptcy, certain events under ERISA, material judgments in excess of $5.0 million, certain events with respect to material contracts, actual or asserted failure of any guaranty or security document supporting the Senior Credit Facility to be in full force and effect and changes of control. If such an event of default occurs, the lenders under the Senior Credit Facility would be entitled to take various actions, including the acceleration of amounts due under the facility and all actions permitted to be taken by a secured creditor.
Master Service Agreement with Retailco Services, LLC

We entered into a Master Service Agreement (the “Master Service Agreement ”), effective January 1, 2016, with Retailco Services, LLC ("Retailco Services"), which is wholly owned by W. Keith Maxwell III. The Master Service Agreement is for a one-year term and renews automatically for successive one-year terms unless the Master Service Agreement is terminated by either party. Retailco Services provides us with operational support services such as: enrollment and renewal transaction services; customer billing and transaction services; electronic payment processing services; customer services and information technology infrastructure and application support services under the Master Service Agreement.

During three and six months ended June 30, 2016 , the Company recorded general and administrative expense of $3.8 million and $8.0 million , respectively, in connection with this Master Service Agreement. Additionally under the Master Service Agreement, we capitalized $0.5 million and $1.1 million , respectively, during three and six months ended June 30, 2016 of property and equipment for software and consultant time used in the application, development and implementation of various systems including customer billing and resource management systems.

Convertible Subordinated Notes to Affiliate

The Company from time to time issues subordinated debt to affiliates of Retailco, which owns a majority of the Company’s outstanding common stock and is indirectly owned by W. Keith Maxwell III, who serves as the Chairman of the Board of Directors of the Company. The Company’s Senior Credit Facility requires that at least 25% of permitted acquisitions thereunder be financed with either cash on hand or subordinated debt.

The Company has outstanding a convertible subordinated note to Retailco Acquisition Co, LLC ("RAC"), which is wholly owned by W. Keith Maxwell III, for $2.1 million. The convertible subordinated note matures on July 8, 2020, and bears interest at an annual rate of 5%. The Company has the right to pay interest in kind. The convertible subordinated note is convertible into shares of the Company’s Class B common stock (and a related unit of Spark HoldCo) at a conversion price of $16.57. RAC may not exercise conversion rights for the first eighteen months that the convertible subordinated note is outstanding. The convertible subordinated note is subject to automatic conversion upon a sale of the Company. Shares of Class A common stock resulting from the conversion of the shares of Class B common stock issued as a result of the conversion right under the convertible subordinated note will be entitled to registration rights identical to the registration rights currently held by Retailco, LLC on shares of Class A common stock it receives upon conversion of its existing shares of Class B common stock.

The Company has outstanding a convertible subordinated note to RAC for $5.0 million. The convertible subordinated note matures on July 31, 2020 and bears interest at a rate of 5% per annum payable semiannually. The Company has the right to pay interest in kind. The convertible subordinated note is convertible into shares of Class B common stock (and a related unit of Spark HoldCo) at a conversion rate of $14.00 per share. RAC cannot exercise any conversion rights for the first eighteen months that the convertible note is outstanding. The convertible subordinated note is subject to automatic conversion upon a sale of the Company. Shares of Class A common stock resulting from the conversion of the shares of Class B common stock issued as a result of the conversion right under the convertible subordinated note are entitled to registration rights identical to the registration rights currently held by Retailco, LLC on shares of Class A common stock it receives upon conversion of its existing shares of Class B common stock.

Each of the convertible subordinated notes is subordinated in certain respects to the Senior Credit Facility pursuant to a subordination agreement. The Company may pay interest and prepay principal on the convertible subordinated

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notes so long as the Company is in compliance with its covenants, is not in default under the Senior Credit Facility and has minimum availability of $5.0 million under its borrowing base under the Senior Credit Facility.

Investment in ESM . As previously mentioned, the Company and Spark HoldCo, together with eREX Co., Ltd., a Japanese company, are party to a JV Agreement to form ESM. To date, the Company contributed 83.3 million Japanese Yen, or $0.7 million, for 20% ownership of ESM. As certain conditions under the JV Agreement are met, the Company is committed to make additional capital contributions totaling 73.1 million Japanese Yen, or $0.7 million (based on exchange rates at June 30, 2016 ) through November 2016.
Off-Balance Sheet Arrangements
As of June 30, 2016 we had no material off-balance sheet arrangements.

Related Party Transactions

For a discussion of related party transactions see Note 11 “Transactions with Affiliates” in the unaudited condensed consolidated financial statements.
Critical Accounting Policies and Estimates
Our critical accounting policies and estimates are described in “Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the year ended December 31, 2015 . There have been no changes to these policies and estimates since the date of our Annual Report on Form 10-K for the year ended December 31, 2015 .

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB") issued Accounting Standards Update (“ASU”) No. 2014-09 ("ASU 2014-09"),  Revenue from Contracts with Customers (Topic 606) , which requires an entity to
recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in GAAP. The standard permits the use of either the retrospective or cumulative effect transition method. In August 2015, the FASB issued ASU No. 2015-14 ("ASU 2015-14"), Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which deferred the effective date to periods beginning after December 15, 2017. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016. The Company is selecting a transition method and determining the effect of the standard on its ongoing financial reporting.

The FASB issued additional amendments to ASU 2014-09, as amended by ASU 2015-14:
•
March 2016 - ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) ("ASU 2016-08"). ASU 2016-08 clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to customers.
•
April 2016 - ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing ("ASU 2016-10"). ASU 2016-10 covers two specific topics: performance obligations and licensing. This amendment includes guidance on immaterial promised goods or services, shipping or handling activities, separately identifiable performance obligations, functional or symbolic intellectual property licenses, sales-based and usage-based royalties, license restrictions (time, use, geographical) and licensing renewals.
•
May 2016 - ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients ("ASU 2016-12"). ASU 2016-12 clarifies certain core recognition principles including collectability, sales tax presentation, noncash consideration, contract modifications and completed contracts at transition and disclosures no longer required if the full retrospective transition method is adopted.

In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory (“ASU 2015-11”). ASU 2015-11 amends existing guidance to require subsequent measurement of inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. ASU 2015-11 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016. Earlier application is permitted as of the beginning of an interim or annual reporting period. The Company does not expect the adoption of ASU 2015-11 will have a material effect on its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02") . ASU 2016-02 amends existing accounting standards for lease accounting by requiring entities to include substantially all leases on the balance sheet by requiring the recognition of right-of-use assets and lease liabilities for all leases. Entities may elect to not recognize leases with a maximum possible term of less than 12 months. For lessees, a lease is classified as finance or operating and the asset and liability are initially measured at the present value of the lease payments. For lessors, accounting for leases is largely unchanged from previous guidance. ASU 2016-02 also requires qualitative disclosures along with certain specific quantitative disclosures for both lessees and lessors. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, with early adoption permitted, and is effective for interim periods in the year of adoption. The ASU should be applied using a modified retrospective approach, which requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718) ("ASU 2016-09"). ASU 2016-09 includes provisions intended to simplify various aspects of accounting for shared-based payments, including income tax consequences, classification of awards as either equity or liability and classification on the statement of cash flows. Under current U.S. GAAP, excess tax benefits are currently recorded in equity and as presented as a financing activity on the statement of cash flows. Upon adoption, excess tax benefits for share-based payments will be recorded as a reduction of income taxes and reflected in operating cash flows. This guidance is effective for annual and interim reporting periods of public entities beginning after December 15, 2016,

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with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 requires entities to use a current expected credit loss ("CECL") model, which is a new impairment model based on expected losses rather than incurred losses. The model requires financial assets measured at amortized cost be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis. The income statement reflects the measurement of credit losses for newly recognized financial assets, as well as the expected credit losses during the period. The measurement of expected losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This guidance is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted for annual reporting periods beginning after December 15, 2018. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements.

Contingencies
In the ordinary course of business, we may become party to lawsuits, administrative proceedings and governmental investigations, including regulatory and other matters.
Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated.

For a discussion of the status of current litigation and governmental investigations, see Note 10 “Commitments and Contingencies” in the Company’s unaudited condensed consolidated financial statements.
Emerging Growth Company Status
We are an “emerging growth company” within the meaning of the federal securities laws. For as long as we are an emerging growth company, we will not be required to comply with certain requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and the exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards, but we have irrevocably opted out of the extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.
We intend to take advantage of these exemptions until we are no longer an emerging growth company. We will cease to be an “emerging growth company” upon the earliest of: (i) the last day of the fiscal year in which we have $1.0 billion or more in annual revenues; (ii) the date on which we become a “large accelerated filer” (the fiscal year-end on which the total market value of our common equity securities held by non-affiliates is $700 million or more as of June 30); (iii) the date on which we issue more than $1.0 billion of non-convertible debt over a three-year period; or (iv) the last day of 2019.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risks relating to our operations result primarily from changes in commodity prices and interest rates, as well as counterparty credit risk. We employ established policies and procedures to manage our exposure to these risks.
Commodity Price Risk

We hedge and procure our energy requirements from various wholesale energy markets, including both physical and financial markets and through short and long term contracts. Our financial results are largely dependent on the margin we are able to realize between the wholesale purchase price of natural gas and electricity plus related costs and the retail sales price we charge our customers. We actively manage our commodity price risk by entering into various derivative or non-derivative instruments to hedge the variability in future cash flows from fixed-price forecasted sales and purchases of natural gas and electricity in connection with our retail energy operations. These instruments include forwards, futures, swaps, and option contracts traded on various exchanges, such as NYMEX and Intercontinental Exchange, or ICE, as well as over-the-counter markets. These contracts have varying terms and durations, which range from a few days to a few years, depending on the instrument. Our asset optimization group utilizes similar derivative contracts in connection with its trading activities to attempt to generate incremental gross margin by effecting transactions in markets where we have a retail presence. Generally, any of such instruments that are entered into to support our retail electricity and natural gas business are categorized as having been entered into for non-trading purposes, and instruments entered into for any other purpose are categorized as having been entered into for trading purposes. Our net gain on non-trading derivative instruments net of cash settlements was $9.9 million and $11.5 million for the three and six months ended June 30, 2016 , respectively.

We have adopted risk management policies to measure and limit market risk associated with our fixed-price portfolio and our hedging activities. For additional information regarding our commodity price risk and our risk management policies, see “Item 1A—Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2015 .

We measure the commodity risk of our non-trading energy derivatives using a sensitivity analysis on our net open position. As of June 30, 2016 , our Gas Non-Trading Fixed Price Open Position (hedges net of retail load) was a short position of 7,184 MMBtu. An increase of 10% in the market prices (NYMEX) from their June 30, 2016 levels would have increased the fair market value of our net non-trading energy portfolio by less than $0.1 million . Likewise, a decrease of 10% in the market prices (NYMEX) from their June 30, 2016 levels would have decreased the fair market value of our non-trading energy derivatives by less than $0.1 million . As of June 30, 2016 , our Electricity Non-Trading Fixed Price Open Position (hedges net of retail load) was a short position of 54,986 MWhs. An increase of 10% in the forward market prices from their June 30, 2016 levels would have decreased the fair market value of our net non-trading energy portfolio by less than $0.1 million . Likewise, a decrease of 10% in the forward market prices from their June 30, 2016 levels would have increased the fair market value of our non-trading energy derivatives by less than $0.1 million .

We measure the commodity risk of our trading energy derivatives using a sensitivity analysis on our net open position. As of June 30, 2016 , we did not have a Gas Trading Fixed Price Open Position.
Credit Risk

In many of the utility service territories where we conduct business, POR programs have been established, whereby the local regulated utility offers services for billing the customer, collecting payment from the customer and remitting payment to us. This service results in substantially all of our credit risk being linked to the applicable utility and not to our end-use customer in these territories. Approximately 64% and 63% of our retail revenues were derived from territories in which substantially all of our credit risk was directly linked to local regulated utility companies for the three and six months ended June 30, 2016 , respectively, all of which had investment grade ratings as of such date. During the same period, we paid these local regulated utilities a weighted average discount of approximately 1.3% and 1.4%, respectively, of total revenues for customer credit risk protection. In certain of the POR markets in which we operate, the utilities limit their collections exposure by retaining the ability to transfer a

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delinquent account back to us for collection when collections are past due for a specified period. If our collection efforts are unsuccessful, we return the account to the local regulated utility for termination of service. Under these service programs, we are exposed to credit risk related to payment for services rendered during the time between when the customer is transferred to us by the local regulated utility and the time we return the customer to the utility for termination of service, which is generally one to two billing periods. We may also realize a loss on fixed-price customers in this scenario due to the fact that we will have already fully hedged the customer’s expected commodity usage for the life of the contract.
In non-POR markets, we manage customer credit risk through formal credit review in the case of commercial customers, and credit score screening, deposits and disconnection for non-payment, in the case of residential customers. Economic conditions may affect our customers’ ability to pay bills in a timely manner, which could increase customer delinquencies and may lead to an increase in bad debt expense. Our bad debt expense for the three and six months ended June 30, 2016 was less than 1.0% of non-POR market retail revenues. See “Management's Discussion and Analysis of Financial Condition and Results of Operations—Drivers of Our Business” for an analysis of our bad debt expense related to non-POR markets during the six months ended June 30, 2016 .

We are exposed to wholesale counterparty credit risk in our retail and asset optimization activities. We manage this risk at a counterparty level and secure our exposure with collateral or guarantees when needed. At June 30, 2016 , approximately 89% of our total exposure of $3.8 million was either with an investment grade customer or otherwise secured with collateral or a guarantee.
Interest Rate Risk
We are exposed to fluctuations in interest rates under our variable-price debt obligations. At June 30, 2016 , we were co-borrowers under the Senior Credit Facility, under which $17.2 million of variable rate indebtedness was outstanding. Based on the average amount of our variable rate indebtedness outstanding during the three months ended June 30, 2016 , a 1% percent increase in interest rates would have resulted in additional annual interest expense of approximately $0.2 million . The Senior Credit Facility bears interest at a variable rate. We do not currently employ interest rate hedges, although we may choose to do so in the future.

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ITEM 4. CONTROLS AND PROCEDURES

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. Based on this evaluation, management concluded that our disclosure controls and procedures were effective as of June 30, 2016 at the reasonable assurance level.

Management believes the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with GAAP.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended June 30, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

We are the subject of lawsuits and claims arising in the ordinary course of business from time to time. Management cannot predict the ultimate outcome of such lawsuits and claims. While the lawsuits and claims are asserted for amounts that may be material should an unfavorable outcome occur, management does not currently expect that these matters will have a material adverse effect on our financial position or results of operations. See Note 10 "Commitments and Contingencies" to the unaudited consolidated financial statements.

The Company is the subject of the following lawsuits:

John Melville et al v. Spark Energy Inc. and Spark Energy Gas, LLC

John Melville et al v. Spark Energy Inc. and Spark Energy Gas, LLC is a purported class action filed on December 17, 2015 in the United States District Court for the District of New Jersey alleging, among other things, that (i) sales representatives engaged as independent contractors for Spark Energy Gas, LLC engaged in deceptive acts in violation of the New Jersey Consumer Fraud Act and (ii) Spark Energy Gas, LLC  breached its contract with plaintiff, including a breach of the covenant of good faith and fair dealing. Plaintiff seeks unspecified compensatory and punitive damages for himself and the purported class, injunctive relief and/or declaratory relief, disgorgement of revenues and/or profits and attorneys’ fees. On March 14, 2016, Spark Energy Gas, LLC and Spark Energy, Inc. filed a Motion to Dismiss this case. On April 18, 2016, Plaintiff filed his Opposition to the Motion to Dismiss. On April 25, 2016, Spark Energy, Inc. and Spark Energy Gas, LLC filed a Reply in support of their Motion to Dismiss. The Motion to Dismiss was set on the Court's submission docket for May 2, 2016. The parties are currently waiting on the Court’s ruling. Discovery has not yet commenced in this matter. We cannot predict the outcome or consequences of this case.

Arturo Amaya et al v. Spark Energy Gas, LLC

Arturo Amaya et al v. Spark Energy Gas, LLC is a purported class action filed on May 22, 2015 in the United States District Court for the Northern District of California alleging, among other things, that certain door-to-door sales representatives engaged as independent contractors for Spark Energy Gas, LLC allegedly engaged in deceptive practices in violation of the California Civil Code, California Unfair Competition Law, California False Advertising Law and the California Consumer Legal Remedies Act while marketing Spark Energy Gas, LLC’s gas services to consumers in California. Plaintiffs are seeking unspecified compensatory and punitive damages for the purported class, injunctive relief and/or declaratory relief, disgorgement of revenues and/or profits and attorneys’ fees. On September 29, 2015, Spark Energy Gas, LLC filed a motion to dismiss the complaint in its entirety and a motion to compel arbitration in the case of one of the named plaintiffs. On April 11, 2016 the Court issued an Order denying without prejudice Spark Energy Gas, LLC’s Motion to Compel Arbitration and denying the Motion to Dismiss. The Court also reset the date to hear any Motion for Class Certification that plaintiffs may file in this matter to August 5, 2016.  On April 15, 2016, the parties attended a court-ordered mediation during which a confidential resolution of this matter was reached. Subsequently, a confidential settlement agreement and release of all claims was executed by the parties. On July 5, 2016, a Joint Stipulation of Dismissal with Prejudice was filed with the Court. On July 6, 2016, the Court issued an Order Dismissing the Entire Action. We expensed and paid $0.5 million related to this litigation during the six months ended June 30, 2016 in our condensed consolidated statement of operation.

Item 1A. Risk Factors.

Security holders and potential investors in our securities should carefully consider the risk factors under "Risk Factors" in our 2015 Annual Report on Form 10-K and in Part II, Other Information and in Item 1A. Risk Factors in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (the "First Quarter 2016 Form 10-Q"). There has been no material change in our risk factors from those described in the 2015 Annual Report on Form 10-K and the First Quarter 2016 Form 10-Q. These risks are not the sole risks for investors. Additional risks and

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uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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 Item 6. Exhibits
  



Incorporated by Reference
Exhibit


Exhibit Description

Form
Exhibit Number
Filing Date
SEC File No.
2.1#


Membership Interest Purchase Agreement, by and among Spark Energy, Inc., Spark HoldCo, LLC, Provider Power, LLC, Kevin B. Dean and Emile L. Clavet, dated as of May 3, 2016.


10-Q

2.1
5/5/2016
001-36559
2.2#


Membership Interest Purchase Agreement, by and among Spark Energy, Inc., Spark HoldCo, LLC, Retailco, LLC and National Gas & Electric, LLC, dated as of May 3, 2016.


10-Q

2.2
5/5/2016
001-36559
2.3#


Amendment No. 1 to the Membership Interest Purchase Agreement, dated as of July 26, 2016, by and among Spark Energy, Inc., Spark HoldCo, LLC, Provider Power, LLC, Kevin B. Dean and Emile L. Clavet.

8-K

2.1
8/1/2016
001-36559
3.1


Amended and Restated Certificate of Incorporation of Spark Energy, Inc.

8-K

3.1
8/4/2014
001-36559
3.2


Amended and Restated Bylaws of Spark Energy, Inc.

8-K

3.2
8/4/2014
001-36559
4.1


Class A Common Stock Certificate

S-1

4.1
6/30/2014
333-196375
10.1


Subscription Agreement, by and between Spark Energy, Inc., Spark HoldCo, LLC and Retailco, LLC, dated as of May 3, 2016.

10-Q

10.1
5/5/2016
001-36559
10.2 †


Indemnification Agreement between Spark Energy, Inc. and Nick W. Evans, Jr., dated May 25, 2016.

8-K

10.1
5/27/2016
001-36559
10.3 †


Indemnification Agreement between Spark Energy, Inc. and Jason Garrett, dated May 25, 2016.

8-K

10.2
5/27/2016
001-36559
10.4*


Amendment No. 3 to Amended and Restated Credit Agreement, dated as of June 1, 2016, by and among the Company, Spark HoldCo, Spark Energy, LLC, Spark Energy Gas, LLC, CenStar Energy Corp, CenStar Operating Company, LLC, Oasis Power Holdings, LLC and Oasis Power, LLC, as co-borrowers, the banks party thereto and Société Générale, as administrative agent.







10.5 †


Amended and Restated Employment Agreement, by and between Spark Energy, Inc. and Robert Lane, dated June 2, 2016.


8-K

10.1
6/3/2016
001-36559
10.6 †


Employment Separation Agreement, by and between Spark Energy, Inc. and Georganne Hodges, dated June 2, 2016.


8-K

10.2
6/3/2016
001-36559
10.7 †


Indemnification Agreement, by and between Spark Energy, Inc. and Robert Lane, dated June 2, 2016.


8-K

10.3
6/3/2016
001-36559
10.8


Amended and Restated Subscription Agreement, dated as of July 27, 2016, by and among Spark Energy, Inc., Spark HoldCo, LLC and Retailco, LLC.


8-K

10.1
8/1/2016
001-36559
10.9


Amendment No. 4 to Amended and Restated Credit Agreement, effective as of August 1, 2016, by and among the Company, Spark HoldCo, Spark Energy, LLC, Spark Energy Gas, LLC, CenStar Energy Corp, CenStar Operating Company, LLC, Oasis Power Holdings, LLC and Oasis Power, LLC, as co-borrowers, the banks party thereto and Société Générale, as administrative agent.


8-K

10.2
8/1/2016
001-36559

56
Table of Contents

31.1*


Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.






31.2*


Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.






32**


Certifications pursuant to 18 U.S.C. Section 1350.






101.INS*


XBRL Instance Document.






101.SCH*


XBRL Schema Document.






101.CAL*


XBRL Calculation Document.






101.LAB*


XBRL Labels Linkbase Document.






101.PRE*


XBRL Presentation Linkbase Document.






101.DEF*


XBRL Definition Linkbase Document.







* Filed herewith
** Furnished herewith
# The registrant agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request
† Compensatory plan or arrangement or managerial contract

57
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APPENDIX A

CFTC. The Commodity Futures Trading Commission.

ERCOT . The Electric Reliability Council of Texas, the independent system operator and the regional coordinator of various electricity systems within Texas.

FCM. Futures Commission Merchant, an individual or organization which does both of the following: a) solicits or accepts orders to buy or sell futures contracts, options on futures, retail off-exchange contracts or swaps and b) accepts money or other assets from customers to support such orders.

FERC. The Federal Energy Regulatory Commission, a regulatory body which regulates, among other things, the distribution and marketing of electricity and the transportation by interstate pipelines of natural gas in the United States.

ISO. An independent system operator. An ISO is similar to an RTO in that it manages and controls transmission infrastructure in a particular region.

MMBtu. One million British Thermal Units, a standard unit of heating equivalent measure for natural gas. A unit of heat equal to 1,000,000 Btus, or 1 MMBtu, is the thermal equivalent of approximately 1,000 cubic feet of natural gas.

MWh. One megawatt hour, a unit of electricity equal to 1,000 kilowatt hours (kWh), or the amount of energy equal to one megawatt of constant power expended for one hour of time.

Non-POR Market. A non-purchase of accounts receivable market.

POR Market. A purchase of accounts receivable market.

REP . A retail electricity provider.

RCE. A residential customer equivalent, refers to a natural gas customer with a standard consumption of 100 MMBtu's per year or an electricity customer with a standard consumption of 10 MWh's per year.

RTO. A regional transmission organization. A RTO is a third party entity that manages transmission infrastructure in a particular region.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
 
 
 
 
 
 
Spark Energy, Inc.
 
 
 
 
 
 
 
 
 
August 11, 2016
 
 
 /s/ Robert Lane
 
 
 
Robert Lane
 
 
 
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)



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Table of Contents

INDEX TO EXHIBITS
  



Incorporated by Reference
Exhibit


Exhibit Description

Form
Exhibit Number
Filing Date
SEC File No.
2.1#


Membership Interest Purchase Agreement, by and among Spark Energy, Inc., Spark HoldCo, LLC, Provider Power, LLC, Kevin B. Dean and Emile L. Clavet, dated as of May 3, 2016.

10-Q

2.1
5/5/2016
001-36559
2.2#


Membership Interest Purchase Agreement, by and among Spark Energy, Inc., Spark HoldCo, LLC, Retailco, LLC and National Gas & Electric, LLC, dated as of May 3, 2016.

10-Q

2.2
5/5/2016
001-36559
2.3#


Amendment No. 1 to the Membership Interest Purchase Agreement, dated as of July 26, 2016, by and among Spark Energy, Inc., Spark HoldCo, LLC, Provider Power, LLC, Kevin B. Dean and Emile L. Clavet.

8-K

2.1
8/1/2016
001-36559
3.1


Amended and Restated Certificate of Incorporation of Spark Energy, Inc.

8-K

3.1
8/4/2014
001-36559
3.2


Amended and Restated Bylaws of Spark Energy, Inc.

8-K

3.2
8/4/2014
001-36559
4.1


Class A Common Stock Certificate

S-1

4.1
6/30/2014
333-196375
—


Subscription Agreement, by and between Spark Energy, Inc., Spark HoldCo, LLC and Retailco, LLC, dated as of May 3, 2016.

10-Q

10.1
5/5/2016
001-36559
10.2†


Indemnification Agreement between Spark Energy, Inc. and Nick W. Evans, Jr., dated May 25, 2016.

8-K

10.1
5/27/2016
001-36559
10.3†


Indemnification Agreement between Spark Energy, Inc. and Jason Garrett, dated May 25, 2016.

8-K

10.2
5/27/2016
001-36559
10.4*


Amendment No. 3 to Amended and Restated Credit Agreement, dated as of June 1, 2016, by and among the Company, Spark HoldCo, Spark Energy, LLC, Spark Energy Gas, LLC, CenStar Energy Corp, CenStar Operating Company, LLC, Oasis Power Holdings, LLC and Oasis Power, LLC, as co-borrowers, the banks party thereto and Société Générale, as administrative agent.






10.5†


Amended and Restated Employment Agreement, by and between Spark Energy, Inc. and Robert Lane, dated June 2, 2016.

8-K

10.1
6/3/2016
001-36559
10.6†


Employment Separation Agreement, by and between Spark Energy, Inc. and Georganne Hodges, dated June 2, 2016.

8-K

10.2
6/3/2016
001-36559
10.7†


Indemnification Agreement, by and between Spark Energy, Inc. and Robert Lane, dated June 2, 2016.

8-K

10.3
6/3/2016
001-36559
10.8


Amended and Restated Subscription Agreement, dated as of July 27, 2016, by and among Spark Energy, Inc., Spark HoldCo, LLC and Retailco, LLC.

8-K

10.1
8/1/2016
001-36559
10.9


Amendment No. 4 to Amended and Restated Credit Agreement, effective as of August 1, 2016, by and among the Company, Spark HoldCo, Spark Energy, LLC, Spark Energy Gas, LLC, CenStar Energy Corp, CenStar Operating Company, LLC, Oasis Power Holdings, LLC and Oasis Power, LLC, as co-borrowers, the banks party thereto and Société Générale, as administrative agent.

8-K

10.2
8/1/2016
001-36559
31.1*


Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.






31.2*


Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.







60
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32**


Certifications pursuant to 18 U.S.C. Section 1350.






101.INS*


XBRL Instance Document.






101.SCH*


XBRL Schema Document.






101.CAL*


XBRL Calculation Document.






101.LAB*


XBRL Labels Linkbase Document.






101.PRE*


XBRL Presentation Linkbase Document.






101.DEF*


XBRL Definition Linkbase Document.







* Filed herewith
** Furnished herewith
# The registrant agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request
† Compensatory plan or arrangement or managerial contract

61
Execution Version

AMENDMENT NO. 3
#5163496.10
THIS AMENDMENT NO. 3 (this “ Amendment ”), entered into on June 1, 2016 to be effective as of June 1, 2016 (the “ Effective Date ”), is made by and among SPARK HOLDCO, LLC , a Delaware limited liability company, SPARK ENERGY, LLC , a Texas limited liability company, SPARK ENERGY GAS, LLC , a Texas limited liability company, CENSTAR ENERGY CORP , a New York corporation, CENSTAR OPERATING COMPANY, LLC , a Texas limited liability company, OASIS POWER HOLDINGS, LLC , a Texas limited liability company, and OASIS POWER, LLC , a Texas limited liability company (jointly, severally and together, the “ Co-Borrowers ,” and each individually, a “ Co-Borrower ”), SPARK ENERGY, INC. , a Delaware corporation (the “ Parent ”), the Banks party hereto, and SOCIÉTÉ GÉNÉRALE , in its capacity as administrative agent under the Credit Agreement (as defined below) (in such capacity, the “ Agent ”). Capitalized terms used herein but not defined herein shall have the meanings specified by the Credit Agreement referred to below.
W I T N E S S E T H:
WHEREAS , the Co-Borrowers, the Parent, the Agent and the financial institutions party thereto (the “ Existing Banks ”) have entered into that certain Amended and Restated Credit Agreement dated as of July 8 2015, as amended by that certain Amendment No. 1 dated effective as of October 30, 2015 and that certain Amendment No. 2 dated effective as of December 30, 2015 (as amended and as may be further amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”); and
WHEREAS , in connection with the increase in the aggregate Working Capital Commitments and reallocation of Commitments pursuant to this Amendment, Bank Hapoalim and Brown Brothers Harriman & Co. (each a “ New Bank ” and collectively the “ New Banks ,” and, together with the Existing Banks, the “ Banks ”) will become a Bank under the Credit Agreement such that after giving effect to the increase in the aggregate Working Capital Commitments and reallocation of Commitments, the Commitments of the Existing Banks and the New Banks shall be as set forth on Schedule 2.01 attached hereto; and

WHEREAS , the parties hereto have agreed to make certain amendments to the Credit Agreement and increase the aggregate Working Capital Commitments as provided for herein.
NOW THEREFORE , in consideration of the foregoing and the mutual agreements set forth herein, the parties hereto agree as follows:
SECTION 1. Amendments .
(a)
     Section 1.01 of the Credit Agreement is hereby amended to include the following new defined terms in their appropriate alphabetical order:
“ Anti-Corruption Laws ” means all laws, rules, and regulations of any jurisdiction applicable to each Co-Borrower or any of its Subsidiaries, in each case from time to time concerning or relating to bribery or corruption, including the FCPA.
“ Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
“ Bail-In Legislation ” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
“ EEA Financial Institution ” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“ EEA Member Country ” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“ EEA Resolution Authority ” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
“ FCPA ” means the United States Foreign Corrupt Practices Act of 1977, as amended.
“ Indemnitees ” has the meaning set forth in Section 10.05(a) of the Credit Agreement.
“ Sanctioned Country ” means a country or territory, or a country or territory whose government is subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx, or as otherwise published from time to time, or subject to any other sanctions program of the United States of America, the United Nations, the Norwegian State, the European Union, the United Kingdom or any agency or subdivision thereof.

“ Sanctioned Person ” means (a) a Person named on the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC available at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, or as otherwise published from time to time, (b) a Person named on the lists maintained by the United Nations Security Council available at http://www.un.org/sc/committees/list_compend.shtml, or as otherwise published from time to time, (c) a Person named on the lists maintained by the European Union available at http://eeas.europa.eu/cfsp/sanctions/consol-list_en.htm, or as otherwise published from time to time, (d) a Person named on the lists maintained by Her Majesty’s Treasury available at http://www.hm-treasury.gov.uk/fin_sanctions_index.htm, or as otherwise published from time to time, or (e) (i) an agency of the government of a Sanctioned Country, (ii) an organization controlled by a Sanctioned Country, or (iii) a person resident in a Sanctioned Country, to the extent subject to sanctions program administered by the United States of America, the United Nations, the Norwegian State, the European Union, the United Kingdom or any other agency or subdivision thereof.

“ Third Amendment Effective Date ” means June 1, 2016.
“ Write-Down and Conversion Powers ” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

(b)
     The definition of “ Advance Sub-limit Cap ” in Section 1.01 of the Credit Agreement is hereby amended by replacing (i) “ $42,500,000.00 ” with “ $56,250,000.00 ” and (ii) “ $60,000,000 ” with “ $82,500,000.00 ”.
(c)
     The definition of “ Anti-Terrorism Law ” in Section 1.01 of the Credit Agreement is hereby deleted in its entirety.
(d)
     The definition of “ Defaulting Bank ” in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting the “or” at the end of clause (e) and (ii) inserting new clause (f) as follows:
or (f) become the subject of a Bail-in Action.
(e)
     The definition of “ Elected Working Capital Line Cap ” in Section 1.01 of the Credit Agreement is hereby amended by replacing the first sentence thereof as follows:
“Elected Working Capital Line Cap” means as of the Third Amendment Effective Date, $82,500,000.00.
(f)
     The definition of “ Issuing Bank Sub-Limit ” in Section 1.01 of the Credit Agreement is hereby amended by replacing “ $60,000,000 ” with “ $82,500,000 ”.
(g)
     The definition of “ L/C Sub-limit Caps ” in Section 1.01 of the Credit Agreement is hereby amended by replacing (i) “ $60,000,000.00 ” in clause (a) with “ $82,500,000.00 ” and (ii) “ $26,250,000.00 ” in clause (b) with “ $35,000,000.00 ”.
(h)
     The definition of “ Sanctions ” in Section 1.01 of the Credit Agreement is hereby amended by replacing such definition as follows:
“ Sanctions ” means any sanctions imposed, administered or enforced from time to time by any applicable Governmental Authority, including, without limitation, those administered by OFAC, the U.S. Department of State, Her Majesty’s Treasury, the United Nations, the Norwegian State, the European Union, the Member States of the European Union, any other applicable Governmental Authority or any agency or subdivision of any of the forgoing, and shall include any regulations, rules, and executive orders issued in connection therewith.
(i)
     The definition of “ Working Capital Line ” in Section 1.01 of the Credit Agreement is hereby amended by replacing the second sentence thereof as follows:
As of the Third Amendment Effective Date, the Working Capital Line is $82,500,000.00, subject to increase pursuant to Section 2.02(a) .
(j)
     Section 6.25 of the Credit Agreement is hereby amended by replacing such Section in its entirety as follows:
Section 6.25     Sanctions; Anti-Corruption Laws, Etc.
(a)    Neither any Letter of Credit nor any part of the proceeds of any Loan will be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person, or in any other manner that would result in any violation by any Person (including any Bank, any arranger, the Administrative Agent, or any Issuing Bank) of the Trading with the Enemy Act of 1917 (50 U.S.C. §§ 1-44), as amended, any other Sanctions, Anti-Corruption Laws or any other similar applicable law.
(b)    No Co-Borrower nor any of its Subsidiaries, nor, to the knowledge of the Loan Parties, any director, officer, employee, agent, or affiliate of any Loan Party or any of their Subsidiaries (i) is or is owned or controlled by, a Sanctioned Person, (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject or target of any Sanctions, or (iii) engages or will engage in any dealings or transactions, or is or will be otherwise associated, with any such Sanctioned Person that would result in any violation of any Sanctions or any other similar applicable law.
(c)    Each Co-Borrower and each of its Subsidiaries is in compliance with any applicable law relating to money laundering or terrorist financing, including, without limitation, the Bank Secrecy Act, 31 U.S.C. sections 5301 et seq.; the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56 (a/k/a the USA Patriot Act); Laundering of Monetary Instruments, 18 U.S.C. section 1956; Engaging in Monetary Transactions in Property Derived from Specified Unlawful Activity, 18 U.S.C. section 1957; the Financial Recordkeeping and Reporting of Currency and Foreign Transactions Regulations, 31 C.F.R. Part 103; and any similar applicable laws currently in force or hereafter enacted.
(d)    Each Co-Borrower and each of its Subsidiaries has conducted its business in compliance with all applicable anti-corruption laws, including without limitation the FCPA. Each Co-Borrower and each of its Subsidiaries has instituted and maintained policies and procedures, if any, as it reasonably deems appropriate, in light of its business and international activities (if any), designed to comply with all applicable anti-corruption laws, including without limitation the FCPA. Neither any Letter of Credit nor any part of the proceeds of any Loan has been or will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the FCPA or any similar applicable law to which each Co-Borrower or any of its Subsidiaries is subject, in all cases to the extent that such laws apply to any such Persons.
(e)    No Co-Borrower nor any of its Subsidiaries is the subject of any investigation, inquiry or enforcement proceedings by an governmental, administrative or regulatory body regarding any offense or alleged offense under any anti-corruption, anti-terrorism, or anti-money laundering laws or Sanctions, and no such investigation, inquiry or proceeding is pending or, to the knowledge of any Co-Borrower or any of its Subsidiaries, has been threatened.
(k)
     The Credit Agreement is hereby amended by adding new Section 6.26 as follows:
Section 6.26     EEA Financial Institution . None of the Loan Parties is an EEA Financial Institution.
(l)
     Section 7.07(d) of the Credit Agreement is hereby amended by replacing such clause in its entirety as follows:
(d)    The Co-Borrowers will not, directly or indirectly, use any Credit Extension or the proceeds of any Credit Extension, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, which would result in a violation of any Sanctions or Anti-Corruption Laws by any Person (including any Person participating in the Loans, whether as underwriter, advisor, investor, or otherwise).
(m)
     Section 7.28 of the Credit Agreement is hereby amended by replacing such Section in its entirety as follows:
Section 7.28     Compliance with Anti-Corruption Laws and Sanctions . Each Co-Borrower shall, and shall cause each Subsidiary to, comply with Anti-Corruption Laws, Sanctions, anti-terrorism laws and anti-money laundering laws. Furthermore, each Co-Borrower shall maintain in effect and enforce policies and procedures, if any, as it reasonably deems appropriate, in light of its business and international activities (if any), designed to ensure compliance by each Co-Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws, Sanctions, anti-terrorism laws and anti-money laundering laws.
(n)
     Section 10.05 of the Credit Agreement is hereby amended by replacing such Section in its entirety as follows:
Section 10.05     Indemnity; Damage Waiver.
(a) Indemnity . Whether or not the transactions contemplated hereby are consummated, Parent and the Co-Borrowers, jointly and severally, shall indemnify and hold the Administrative Agent, the Banks, the Issuing Banks, and each of their Affiliates, officers, directors, partners, employees, counsel, agents and attorneys-in-fact (collectively, the “ Indemnitees ”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following repayment of the Loans and the termination of the Letters of Credit) be imposed on, incurred by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit or the use of the proceeds thereof; provided, however, that Parent and the Co-Borrowers shall have no obligation hereunder to any such Indemnitee with respect to any of the foregoing indemnified liabilities found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Indemnitee. The agreements in this Section shall survive payment of all Obligations.
(b)     Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no party shall assert, and each party hereby waives, and acknowledges that no other Person shall have, any claim against any other party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (a) above shall be liable for any damages arising from the use by others of any information or other materials distributed to such party by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. Nothing in Section 10.05(b) is intended to limit any Indemnitee's rights under Section 10.05(a) in any respect.
(o)
     The Credit Agreement is hereby amended by adding new Section 10.24 as follows:
Section 10.24     Acknowledgement and Consent to Bail-In of EEA Financial Institutions . Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Bank that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a)    the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Bank that is an EEA Financial Institution; and
(b)    the effects of any Bail-in Action on any such liability, including, if applicable:
(i)    a reduction in full or in part or cancellation of any such liability;
(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)    the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

SECTION 2.
     Increase of the Working Capital Commitments and Reallocation of the Commitments .
(a)
     Each New Bank is hereby added to the Credit Agreement as a Bank, and agrees to be bound by all the terms and provisions of the Credit Agreement binding on a Bank.  Each New Bank (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Agent or any other Bank or agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Agent to take such action as agents on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank.  By its execution of this Amendment, each Borrower, the Agent, and each Issuing Bank hereby consent to the addition of the New Banks, as and to the extent required under Section 2.02(a) of the Credit Agreement. Each New Bank shall be deemed to have been added to the Credit Agreement pursuant to the terms of the New Bank Agreement in the form of Exhibit H to the Credit Agreement as if each such New Bank had executed such New Bank Agreement.
(b)
     Simultaneously with the effectiveness of this Amendment (but after giving effect to clause (a) above), (i) Schedule 2.01 of the Credit Agreement is hereby replaced in its entirety with the Schedule 2.01 attached hereto, which reflects the Commitment of each Existing Bank and each New Bank as of the Effective Date and (ii) the Commitment of each of the Banks and the amount of all outstanding Loans and participations in Letters of Credit shall be reallocated among the Banks in accordance with their respective Commitments, and to effect such reallocations, each Bank whose Commitment upon the effectiveness of this Amendment exceeds its Commitment immediately prior to the effectiveness of this Amendment (each an “ Assignee Bank ”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Commitments of the Banks whose Commitments are less than their respective Commitment immediately prior to the effectiveness of this Amendment (each an “ Assignor Bank ”), so that the Commitments of each Bank will be as set forth on Schedule 2.01 attached hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for replacement Notes to be provided to the Assignor Banks and Assignee Banks in the principal amount of their respective Commitments (after giving effect to this Amendment), no other documents or instruments shall be, or shall be required to be, executed in connection with such assignments (all of which are hereby waived).  The Assignor Banks and Assignee Banks shall make such cash settlements among themselves, through the Agent, as the Agent may direct (after giving effect to any netting effected by the Agent) with respect to such reallocations and assignments.
SECTION 3.
     Effectiveness . This Amendment shall be effective as of the Effective Date upon the satisfaction of the following conditions precedent:
(a) Documentation . The Agent shall have received the following, each dated on or before the Effective Date, duly executed by all the parties thereto, each in form and substance reasonably satisfactory to the Agent:
(1)
this Amendment;
(2)
a Working Capital Note and Revolving Note payable to each Bank in the amount of such Bank’s Working Capital Commitment and Revolving Commitment, respectively, as amended hereby, if applicable;
(3)
copies of the resolutions of each Loan Party authorizing the transactions contemplated hereby, certified as of the Effective Date by a Responsible Officer of such Loan Party;
(4)
a certificate of a Responsible Officer of each Loan Party certifying the names and true signatures of any Responsible Officers of such Loan Party who are authorized to act on behalf of each Loan Party; and
(5)
the certificate of incorporation, certificate of formation, or certificate of limited partnership, as applicable, of each Loan Party as in effect on the Effective Date, the bylaws, regulations, operating agreement or partnership agreement, as applicable, of each Loan Party, each certified by a Responsible Officer of such Loan Party as a true and correct copy thereof as of the Effective Date, and evidence satisfactory to the Agent, that each Loan Party is in good standing under the laws of its state of organization.
(b)
     Fees and Expenses . The Co-Borrowers shall have paid:
(1)
all costs and expenses which have been invoiced and are payable pursuant to Section 10.04 of the Credit Agreement; and
(2)
a fee to the Agent for the benefit of each New Bank and each Bank increasing its Commitment hereunder.
(c)
     Representations and Warranties . The representations and warranties contained in Section 4 hereof and in each of the other Loan Documents shall be true and correct in all material respects after giving effect to this Amendment (except to the extent such representations and warranties relate solely to an earlier date).
(d)
     No Default . After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.
SECTION 4.
     Representations and Warranties . Each of the Co-Borrowers hereby represents and warrants that after giving effect hereto:
(a)
     The execution, delivery and performance by each Loan Party of this Amendment, have been duly authorized by all necessary corporate or limited liability company action, as applicable, and do not and will not contravene, conflict with or result in any breach or contravention of, or the creation of any Lien under any of such Loan Party’s organizational and governing documents, or any document evidencing any contractual obligation to which such Loan Party is a party or any order, injunction, writ or decree of any Governmental Authority to which such Loan Party or its property is subject or any Requirement of Law, to the extent any such contravention, conflict or breach has or could reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole.
(b)
     The representations and warranties of the Loan Parties contained in the Loan Documents are true and correct in all material respects on and as of the Effective Date and after giving effect to this Amendment (except to the extent such representations and warranties relate solely to an earlier date).
(c)
     No event has occurred and is continuing which constitutes a Default, an Event or Default or both.
SECTION 5.
     Ratification of Obligations; Reaffirmation of Guaranty Agreement and Liens . Each of the Loan Parties hereby ratifies and confirms its Obligations under the Credit Agreement and the other Loan Documents and acknowledges that all other terms, provisions and conditions of the Credit Agreement and the other Loan Documents remain unchanged (except as modified hereby) and are in full force and effect. The Parent hereby ratifies, confirms, acknowledges and agrees that its obligations under the Guaranty Agreement are in full force and effect and that it continues to unconditionally and irrevocably guarantee the prompt payment in full when due, whether at stated maturity, by acceleration or otherwise, and performance of all of the Obligations. Each Loan Party hereby ratifies, confirms, acknowledges and agrees that all Liens now or hereafter held by the Agent for the benefit of the Secured Parties as security for payment of the Obligations remain in full force and effect.
SECTION 6.
     Governing Law . This Amendment shall be governed by, and construed in accordance with, the law (without reference to principles of conflicts of laws other than Sections 5-1401 and 5-1402 of the New York General Obligations Law) of the State of New York.
SECTION 7.
     Execution in Counterparts . This Amendment may be executed by facsimile signatures or other electronic means with the same force and effect as if manually signed and may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
SECTION 8.
     Loan Document . This Amendment is a Loan Document.
SECTION 9.
     Headings . The headings set forth in this Amendment are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.
SECTION 10.
     Entire Agreement . This Amendment, the Credit Agreement and the other Loan Documents constitute the entire agreement and understanding among the parties and supersede all prior agreements and understandings, whether written or oral, among the parties hereto concerning the transactions provided herein and therein.
SECTION 11.
     Severability . In case any provision in or obligation under this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.
[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
CO-BORROWERS:

SPARK HOLDCO, LLC


By: /s/ Gil Melman    
Name: Gil Melman
Title: Vice President & General Counsel


SPARK ENERGY, LLC


By: /s/ Gil Melman    
Name: Gil Melman
Title: Vice President & General Counsel


SPARK ENERGY GAS, LLC


By: /s/ Gil Melman    
Name: Gil Melman
Title: Vice President & General Counsel


CENSTAR ENERGY CORP


By: /s/ Gil Melman    
Name: Gil Melman
Title: Vice President & General Counsel


CENSTAR OPERATING COMPANY, LLC


By: /s/ Gil Melman    
Name: Gil Melman
Title: Vice President & General Counsel


OASIS POWER HOLDINGS, LLC


By: /s/ Gil Melman    
Name: Gil Melman
Title: Vice President & General Counsel


OASIS POWER, LLC


By: /s/ Gil Melman    
Name: Gil Melman
Title: Vice President & General Counsel



PARENT:

SPARK ENERGY, INC.


By: /s/ Gil Melman    
Name: Gil Melman
Title: Vice President & General Counsel


SOCIÉTÉ GÉNÉRALE,  
as Administrative Agent, an Issuing Bank and a Bank


By:
/s/ Michiel V.M. Van Der Voort
Name:
Michiel V.M. Van Der Voort
Title:
Managing Director



COMPASS BANK , as a Bank


By: /s/ Collis Sanders    
Name: Collis Sanders    
Title: Executive Vice President    



COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH (f/k/a COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK NEDERLAND”, NEW YORK BRANCH) , as a Bank

By: /s/ Chung-Taek Oh    
Name: Chung-Taek Oh    
Title: Executive Director    


By: /s/ Muriel Schwab    
Name: Muriel Schwab    
Title: Managing Director    

BANK HAPOALIM , as a Bank

By: /s/ John Grieco    
Name: John Grieco    
Title: Senior Vice President    


By: /s/ Carlos Lunardini    
Name: Carlos Lunardini    
Title: First Vice President    

BROWN BROTHERS HARRIMAN & CO. , as a Bank

By: /s/ Paul Feldman    
Name: Paul Feldman    
Title: Managing Director    



SCHEDULE 2.01
COMMITMENTS
Working Capital Commitments
Société Générale
$23,023,255.81
27.91%
Compass Bank
$23,023,255.81
27.91%
Cooperatieve Rabobank U.A., New York Branch (f/k/a Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland,” New York Branch)
$15,348,837.21
18.60%
Bank Hapoalim
$11,511,627.91
13.95%
Brown Brothers Harriman & Co.
$9,593,023.26
11.63%
 
 
 
 
$82,500,000.00
100%

Revolving Commitments
Société Générale
$6,976,744.19
27.91%
Compass Bank
$6,976,744.19
27.91%
Cooperatieve Rabobank U.A., New York Branch (f/k/a Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland,” New York Branch)
$4,651,162.79
18.60%
Bank Hapoalim
$3,488,372.09
13.95%
Brown Brothers Harriman & Co.
$2,906,976.74
11.63%
 
 
 
 
$25,000,000.00
100%



EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Nathan Kroeker, certify that:

1. I have reviewed this Quarterly Report (the “report”) on Form 10-Q of Spark Energy, Inc. (the “registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.




Date: August 11, 2016
 
/s/ Nathan Kroeker
Nathan Kroeker
Chief Executive Officer and President


EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Robert Lane, certify that:
1. I have reviewed this Quarterly Report (the “report”) on Form 10-Q of Spark Energy, Inc. (the “registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.




Date: August 11, 2016
 
/s/ Robert Lane
Robert Lane
Chief Financial Officer


EXHIBIT 32

Certification by the Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350,
Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

          In connection with the Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (the “Report”) of Spark Energy, Inc., a Delaware corporation (the “Company”), as filed with the Securities and Exchange Commission on the date hereof, Nathan Kroeker, Chief Executive Officer of the Company and Robert Lane, Chief Financial Officer of the Company, each certify, pursuant 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:
 
1.
This Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 11, 2016

/s/ Nathan Kroeker
Nathan Kroeker
Chief Executive Officer



/s/ Robert Lane
Robert Lane
Chief Financial Officer