UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
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Delaware
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46-5453215
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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12140 Wickchester Ln, Suite 100
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(713) 600-2600
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Houston, Texas 77079
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(Address and zip code of principal executive offices)
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(Registrant’s telephone number, including area code)
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Title of each class
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Name of exchange on which registered
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Class A common stock, par value $0.01 per share
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The NASDAQ Global Select Market
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8.75% Series A Fixed-to-Floating Rate
Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share
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The NASDAQ Global Select Market
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Page
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PART I
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Items 1 & 2.
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Business and Properties
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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PART II
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Stock Performance Graph
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Item 6.
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Selected Financial Data
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Overview
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Drivers of Our Business
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Non-GAAP Performance Measures
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Consolidated Results of Operations
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Operating Segment Results
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Liquidity and Capital Resources
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Cash Flows
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Summary of Contractual Obligations
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Off-Balance Sheet Arrangements
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Related Party Transactions
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Critical Accounting Policies and Estimates
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Contingencies
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Index to Consolidated Financial Statements
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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Item 14.
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Principal Accounting Fees and Services
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PART IV
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Item 15.
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Exhibits, Financial Statement Schedules
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Item 16.
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Form 10-K Summary
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SIGNATURES
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EXHIBIT INDEX
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•
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changes in commodity prices;
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•
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the sufficiency of risk management and hedging policies and practices;
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•
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the impact of extreme and unpredictable weather conditions, including hurricanes and other natural disasters;
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•
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federal, state and local regulations, including the industry's ability to address or adapt to potentially restrictive new regulations that may be enacted by public utility commissions;
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•
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our ability to borrow funds and access credit markets;
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•
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restrictions in our debt agreements and collateral requirements;
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•
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credit risk with respect to suppliers and customers;
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•
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changes in costs to acquire customers as well as actual attrition rates;
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•
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accuracy of billing systems;
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•
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our ability to successfully identify, complete, and efficiently integrate acquisitions into our operations;
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•
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significant changes in, or new changes by, the ISOs in the regions we operate;
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•
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competition; and
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•
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the “Risk Factors” in this Annual Report, and in our quarterly reports, other public filings and press releases.
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•
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Retail Electricity Segment
. In this segment, we purchase electricity supply through physical and financial transactions with market counterparties and independent system operators ("ISOs") and supply electricity to residential and commercial consumers pursuant to fixed-price and variable-price contracts. For the years ended
December 31, 2018
,
2017
and
2016
, approximately
86%
,
82%
and
76%
, respectively, of our revenue was derived from the sale of electricity.
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•
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Retail Natural Gas Segment
. In this segment, we purchase natural gas supply through physical and financial transactions with market counterparties and supply natural gas to residential and commercial consumers pursuant to fixed-price and variable-price contracts. For the years ended
December 31, 2018
,
2017
and
2016
, approximately
14%
,
18%
and
24%
, respectively, of our revenues were derived from the sale of natural gas.
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Company / Portfolio
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Date Completed
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RCEs
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Segment
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Acquisition Source
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Customer Portfolio
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February 2015
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12,500
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Electricity
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Third Party
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CenStar Energy Corp.
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July 2015
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65,000
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Natural Gas
Electricity
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Third Party
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Oasis Power Holdings, LLC
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July 2015
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40,000
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Natural Gas
Electricity
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Affiliate
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Customer Portfolio
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September 2015
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9,500
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Natural Gas
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Third Party
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Provider Companies
(1)
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August 2016
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121,000
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Electricity
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Third Party
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Major Energy Companies
(2)
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August 2016
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220,000
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Natural Gas
Electricity
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Affiliate
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Perigee Energy, LLC
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April 2017
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17,000
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Natural Gas
Electricity
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Affiliate
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Verde Companies
(3)
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July 2017
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145,000
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Electricity
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Third Party
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Customer Portfolio
(4)
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October 2017
(4)
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44,000
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Electricity
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Third Party
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HIKO Energy, LLC
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March 2018
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29,000
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Natural Gas
Electricity
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Third Party
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Customer Portfolio
(5)
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(5)
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35,000
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Natural Gas
Electricity
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Affiliate
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Customer Portfolio
(6)
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(6)
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60,000
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Natural Gas
Electricity |
Third Party
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(1)
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Included Electricity Maine, LLC, Electricity N.H., LLC, Provider Power Mass, LLC (collectively, the “Provider Companies”).
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(2)
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Included Major Energy Services, LLC, Major Energy Electric Services, LLC, and Respond Power, LLC (collectively, the “Major Energy Companies”).
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(3)
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Included Verde Energy USA, Inc.; Verde Energy USA Commodities, LLC; Verde Energy USA Connecticut, LLC; Verde Energy USA DC, LLC; Verde Energy USA Illinois, LLC; Verde Energy USA Maryland, LLC; Verde Energy USA Massachusetts, LLC; Verde Energy USA New Jersey, LLC; Verde Energy USA New York, LLC; Verde Energy USA Ohio, LLC; Verde Energy USA Pennsylvania, LLC; Verde Energy USA Texas Holdings, LLC; Verde Energy USA Trading, LLC; and Verde Energy Solutions, LLC (collectively, the “Verde Companies”).
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(4)
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Includes customers transferred from April 2017 through October 2017 from the original owner of Perigee.
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(5)
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Includes customers transferred from April 2018 through December 2018.
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(6)
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We began to transfer customers we acquired from Starion Energy in December 2018 and will continue to transfer during 2019.
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—
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weather conditions;
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—
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seasonality;
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—
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demand for energy commodities and general economic conditions;
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—
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disruption of natural gas or electricity transmission or transportation infrastructure or other constraints or inefficiencies;
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—
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reduction or unavailability of generating capacity, including temporary outages, mothballing, or retirements;
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—
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the level of prices and availability of natural gas and competing energy sources, including the impact of changes in environmental regulations impacting suppliers;
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the creditworthiness or bankruptcy or other financial distress of market participants;
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—
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changes in market liquidity;
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—
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natural disasters, wars, embargoes, acts of terrorism and other catastrophic events;
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—
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significant changes in the pricing methods in the wholesale markets in which we operate;
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—
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changes in regulatory policies concerning how markets are structured, how compensation is provided for service, and the kinds of different services that can or must be offered;
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—
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federal, state, foreign and other governmental regulation and legislation; and
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—
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demand side management, conservation, alternative or renewable energy sources.
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–
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coordinating geographically separate organizations and addressing possible differences in corporate cultures and management philosophies;
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–
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dedicating significant management resources to the integration of the acquisition, which may temporarily distract management's attention from the day-to-day business of the combined company;
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–
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increased liquidity needs to support working capital for the purchase of natural gas and electricity supply to meet our customers’ needs, for the credit requirements of forward physical supply and for generally higher operating expenses;
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–
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operating in states and markets where we have not previously conducted business;
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–
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managing different and competing brands and retail strategies in the same markets;
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–
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coordinating customer information and billing systems and determining how to optimize those systems on a consolidated level;
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–
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ensuring our hedging strategy adequately covers a customer base that is managed through multiple systems; and
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–
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successfully recognizing expected cost savings and other synergies in overlapping functions.
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—
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increasing our vulnerability to general economic and industry conditions;
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—
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requiring cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing or eliminating our ability to pay dividends to holders of our Class A common stock and Series A Preferred Stock, or to use our cash flow to fund our operations, capital expenditures and future business opportunities;
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—
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limiting our ability to fund future acquisitions or engage in other activities that we view as in our long-term best interest;
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—
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restricting our ability to make certain distributions with respect to our capital stock and the ability of our subsidiaries to make certain distributions to us, in light of restricted payment and other financial covenants, including requirements to maintain certain financial ratios, in our credit facilities and other financing agreements;
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—
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exposing us to the risk of increased interest rates because certain of our borrowings are at variable rates of interest; and
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—
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limiting our ability to obtain additional financing for working capital including collateral postings, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes.
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—
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our marketing, pricing and customer operations functions; and
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—
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various local regulated utilities and ISOs for volume or meter read information, certain billing rates and billing types (e.g., budget billing) and other fees and expenses.
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—
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inaccurate and/or untimely bills sent to customers;
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—
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incorrect tax remittances;
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—
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reduced effectiveness and efficiency of our operations;
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—
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inability to adequately hedge our portfolio;
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—
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increased overhead costs;
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—
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inaccurate accounting and reporting of customer revenues, gross margin and accounts receivable activity;
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—
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inaccurate measurement of usage rates, throughput and imbalances;
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—
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customer complaints; and
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—
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increased regulatory scrutiny.
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—
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changes in commodity prices, which may be driven by a variety of factors, including, but not limited to, weather conditions, seasonality and demand for energy commodities and general economic conditions;
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—
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the level and timing of customer acquisition costs we incur;
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—
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the level of our operating and general and administrative expenses;
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—
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seasonal variations in revenues generated by our business;
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—
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our debt service requirements and other liabilities;
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—
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fluctuations in our working capital needs;
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—
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our ability to borrow funds and access capital markets;
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—
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restrictions contained in our debt agreements (including our Senior Credit Facility);
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—
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abrupt changes in regulatory policies; and,
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—
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other business risks affecting our cash flows.
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—
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prevailing interest rates;
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—
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the market for similar securities;
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—
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our financial condition, results of operations and prospects.
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—
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provide for our board of directors to be divided into three classes of directors, with each class as nearly equal in number as possible, serving staggered three year terms. Our staggered board may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for shareholders to replace a majority of the directors;
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—
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provide that the authorized number of directors may be changed only by resolution of the board of directors;
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—
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provide that all vacancies in our board, including newly created directorships, may, except as otherwise required by law or, if applicable, the rights of holders of a series of preferred stock, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;
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—
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provide our board of directors the ability to authorize undesignated preferred stock. This ability makes it possible for our board of directors to issue, without shareholder approval, preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of our company;
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—
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provide that at any time after the first date upon which W. Keith Maxwell III no longer beneficially owns more than fifty percent of the outstanding Class A common stock and Class B common stock, any action required or permitted to be taken by the shareholders must be effected at a duly called annual or special meeting of shareholders and may not be effected by any consent in writing in lieu of a meeting of such shareholders, subject to the rights of the holders of any series of preferred stock with respect to such series (prior to such time, such actions may be taken without a meeting by written consent of holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting);
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—
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provide that at any time after the first date upon which W. Keith Maxwell III no longer beneficially owns more than fifty percent of the outstanding Class A common stock and Class B common stock, special meetings of our shareholders may only be called by the board of directors, the chief executive officer or the chairman of the board (prior to such time, special meetings may also be called by our Secretary at the request of holders of record of fifty percent of the outstanding Class A common stock and Class B common stock);
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—
|
provide that our amended and restated certificate of incorporation and amended and restated bylaws may be amended by the affirmative vote of the holders of at least two-thirds of our outstanding stock entitled to vote thereon;
|
—
|
provide that our amended and restated bylaws can be amended by the board of directors; and
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—
|
establish advance notice procedures with regard to shareholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our shareholders. These procedures provide that notice of shareholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. These requirements may preclude shareholders from bringing matters before the shareholders at an annual or special meeting.
|
(in thousands, except per share and volumetric data)
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|
Year Ended December 31,
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||||||||||||||||||
|
2018
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2017
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|
2016
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|
2015
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|
2014
|
|||||||||||
Income Statement Data:
|
|
|
|
|
|
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|
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||||||||||
Total revenues
|
|
$
|
1,005,928
|
|
|
$
|
798,055
|
|
|
$
|
546,697
|
|
|
$
|
358,153
|
|
|
$
|
322,876
|
|
Operating (loss) income
|
|
(3,654
|
)
|
|
102,420
|
|
|
84,001
|
|
|
29,905
|
|
|
(3,841
|
)
|
|||||
Net (loss) income
|
|
(14,392
|
)
|
|
75,044
|
|
|
65,673
|
|
|
25,975
|
|
|
(4,265
|
)
|
|||||
Net (loss) income attributable to Non-Controlling Interests
|
|
(13,206
|
)
|
|
55,799
|
|
|
51,229
|
|
|
22,110
|
|
|
(4,211
|
)
|
|||||
Net (loss) income attributable to Spark Energy, Inc. stockholders
|
|
(1,186
|
)
|
|
19,245
|
|
|
14,444
|
|
|
3,865
|
|
|
(54
|
)
|
|||||
Net (loss) income attributable to stockholders of Class A common stock
|
|
(9,295
|
)
|
|
16,207
|
|
|
14,444
|
|
|
3,865
|
|
|
(54
|
)
|
|||||
|
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|
||||||||||
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|
||||||||||
Net (loss) income attributable to Spark Energy, Inc. per share of Class A common stock
|
|
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||||||||||
Basic
|
|
$
|
(0.69
|
)
|
|
$
|
1.23
|
|
|
$
|
1.27
|
|
|
$
|
0.63
|
|
|
$
|
(0.01
|
)
|
Diluted
|
|
$
|
(0.69
|
)
|
|
$
|
1.21
|
|
|
$
|
1.11
|
|
|
$
|
0.53
|
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
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|
|||||||||
Weighted average common shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Basic
|
|
13,390
|
|
|
13,143
|
|
|
11,402
|
|
|
6,129
|
|
|
6,000
|
|
|||||
Diluted
|
|
13,390
|
|
|
13,346
|
|
|
12,690
|
|
|
6,655
|
|
|
6,000
|
|
|||||
|
|
|
|
|
|
|
|
|
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|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
$
|
291,980
|
|
|
$
|
296,738
|
|
|
$
|
197,983
|
|
|
$
|
102,680
|
|
|
$
|
105,989
|
|
Current liabilities
|
|
$
|
141,951
|
|
|
$
|
151,027
|
|
|
$
|
184,056
|
|
|
$
|
84,188
|
|
|
$
|
92,816
|
|
Total assets
|
|
$
|
488,738
|
|
|
$
|
503,741
|
|
|
$
|
367,749
|
|
|
$
|
162,234
|
|
|
$
|
138,397
|
|
Long-term liabilities
|
|
$
|
165,735
|
|
|
$
|
152,446
|
|
|
$
|
67,438
|
|
|
$
|
44,727
|
|
|
$
|
21,463
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flows from operating activities
|
|
$
|
59,763
|
|
|
$
|
62,131
|
|
|
$
|
66,950
|
|
|
$
|
45,931
|
|
|
$
|
5,874
|
|
Cash flows used in investing activities
|
|
$
|
(18,981
|
)
|
|
$
|
(77,558
|
)
|
|
$
|
(33,489
|
)
|
|
$
|
(41,943
|
)
|
|
$
|
(3,040
|
)
|
Cash flows (used in) provided by financing activities
|
|
$
|
(20,563
|
)
|
|
$
|
25,886
|
|
|
$
|
(18,975
|
)
|
|
$
|
(3,873
|
)
|
|
$
|
(5,664
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA
(1)
|
|
$
|
70,716
|
|
|
$
|
102,884
|
|
|
$
|
81,892
|
|
|
$
|
36,869
|
|
|
$
|
11,324
|
|
Retail gross margin
(1)
|
|
$
|
185,109
|
|
|
$
|
224,509
|
|
|
$
|
182,369
|
|
|
$
|
113,615
|
|
|
$
|
76,944
|
|
Distributions paid to Class B non-controlling unit holders and dividends paid to Class A common shareholders
|
|
$
|
(45,261
|
)
|
|
$
|
(43,319
|
)
|
|
$
|
(43,297
|
)
|
|
$
|
(20,043
|
)
|
|
$
|
(3,305
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Operating Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
RCEs (thousands)
|
|
908
|
|
|
1,042
|
|
|
774
|
|
|
415
|
|
|
326
|
|
|||||
Electricity volumes (MWh)
|
|
8,630,653
|
|
|
6,755,663
|
|
|
4,170,593
|
|
|
2,075,479
|
|
|
1,526,652
|
|
|||||
Natural gas volumes (MMBtu)
|
|
16,778,393
|
|
|
18,203,684
|
|
|
16,819,713
|
|
|
14,786,681
|
|
|
15,724,708
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
•
|
Retail Electricity Segment
. In this 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 years ended
December 31, 2018
,
2017
and
2016
, approximately
86%
,
82%
and
76%
, respectively, of our retail revenues were derived from the sale of electricity.
|
•
|
Retail Natural Gas Segment
. In this segment, we purchase natural gas supply through physical and financial transactions with market counterparties and supply natural gas to residential and commercial consumers pursuant to fixed-price and variable-price contracts. For the years ended
December 31, 2018
,
2017
and
2016
, approximately
14%
,
18%
and
24%
, respectively, of our retail revenues were derived from the sale of natural gas. We also attempt to improve our profitability on natural gas by identifying and executing on wholesale natural gas arbitrage opportunities, which we refer to as asset optimization.
|
RCEs:
|
|
|
|
|
December 31,
|
||
(In thousands)
|
2018
|
2017
|
2016
|
Retail Electricity
|
754
|
868
|
571
|
Retail Natural Gas
|
154
|
174
|
203
|
Total Retail
|
908
|
1,042
|
774
|
•
|
New England - Connecticut, Maine, Massachusetts and New Hampshire;
|
•
|
Mid-Atlantic - Delaware, Maryland (including the District of Columbia), New Jersey, New York and Pennsylvania;
|
•
|
Midwest - Illinois, Indiana, Michigan and Ohio; and
|
•
|
Southwest - Arizona, California, Colorado, Florida, Nevada and Texas.
|
(In thousands)
|
Retail Electricity
|
Retail Natural Gas
|
Total
|
% Net Annual Increase (Decrease)
|
December 31, 2015
|
257
|
158
|
415
|
|
Additions
|
550
|
131
|
681
|
|
Attrition
|
(236)
|
(86)
|
(322)
|
|
December 31, 2016
|
571
|
203
|
774
|
87%
|
Additions
|
659
|
61
|
720
|
|
Attrition
|
(362)
|
(90)
|
(452)
|
|
December 31, 2017
|
868
|
174
|
1,042
|
35%
|
Additions
|
363
|
69
|
432
|
|
Attrition
|
(477)
|
(89)
|
(566)
|
|
December 31, 2018
|
754
|
154
|
908
|
(13)%
|
|
|||||
|
Year Ended
|
Quarter Ended
|
|||
|
December 31
|
December 31
|
September 30
|
June 30
|
March 31
|
2016
|
4.3%
|
4.8%
|
3.8%
|
4.1%
|
4.4%
|
2017
|
4.3%
|
4.9%
|
4.2%
|
4.1%
|
3.8%
|
2018
|
4.7%
|
6.7%
|
4.0%
|
3.7%
|
4.2%
|
|
|
||||||||
(In thousands)
|
2018
|
2017
|
2016
|
||||||
Customer Acquisition Costs
|
$
|
13,673
|
|
$
|
25,874
|
|
$
|
24,934
|
|
|
Year Ended December 31
|
|||||
|
2018
|
2017
|
2016
|
|||
Total Non-POR Bad Debt as Percent of Revenue
|
2.6
|
%
|
2.5
|
%
|
0.6
|
%
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Adjusted EBITDA
|
$
|
70,716
|
|
|
$
|
102,884
|
|
|
$
|
81,892
|
|
Retail Gross Margin
|
$
|
185,109
|
|
|
$
|
224,509
|
|
|
$
|
182,369
|
|
•
|
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.
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Reconciliation of Adjusted EBITDA to Net Income:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(14,392
|
)
|
|
$
|
75,044
|
|
|
$
|
65,673
|
|
Depreciation and amortization
|
52,658
|
|
|
42,341
|
|
|
32,788
|
|
|||
Interest expense
|
9,410
|
|
|
11,134
|
|
|
8,859
|
|
|||
Income tax expense
|
2,077
|
|
|
38,765
|
|
|
10,426
|
|
|||
EBITDA
|
49,753
|
|
|
167,284
|
|
|
117,746
|
|
|||
Less:
|
|
|
|
|
|
||||||
Net, (Losses) gains on derivative instruments
|
(18,170
|
)
|
|
5,008
|
|
|
22,407
|
|
|||
Net, Cash settlements on derivative instruments
|
(10,587
|
)
|
|
16,309
|
|
|
(2,146
|
)
|
|||
Customer acquisition costs
|
13,673
|
|
|
25,874
|
|
|
24,934
|
|
|||
Plus:
|
|
|
|
|
|
|
|
|
|||
Non-cash compensation expense
|
5,879
|
|
|
5,058
|
|
|
5,242
|
|
|||
Contract termination charge related to Major Energy
Companies change of control |
—
|
|
|
—
|
|
|
4,099
|
|
|||
Change in Tax Receivable Agreement liability
(1)
|
—
|
|
|
(22,267
|
)
|
|
—
|
|
|||
Adjusted EBITDA
|
$
|
70,716
|
|
|
$
|
102,884
|
|
|
$
|
81,892
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Reconciliation of Adjusted EBITDA to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
$
|
59,763
|
|
|
$
|
62,131
|
|
|
$
|
66,950
|
|
Amortization of deferred financing costs
|
(1,291
|
)
|
|
(1,035
|
)
|
|
(668
|
)
|
|||
Bad debt expense
|
(10,135
|
)
|
|
(6,550
|
)
|
|
(1,261
|
)
|
|||
Interest expense
|
9,410
|
|
|
11,134
|
|
|
8,859
|
|
|||
Income tax expense
|
2,077
|
|
|
38,765
|
|
|
10,426
|
|
|||
Change in Tax Receivable Agreement liability
(1)
|
—
|
|
|
(22,267
|
)
|
|
—
|
|
|||
Changes in operating working capital
|
|
|
|
|
|
||||||
Accounts receivable, prepaids, current assets
|
10,482
|
|
|
31,905
|
|
|
12,135
|
|
|||
Inventory
|
(674
|
)
|
|
718
|
|
|
542
|
|
|||
Accounts payable and accrued liabilities
|
(5,093
|
)
|
|
(13,672
|
)
|
|
(17,653
|
)
|
|||
Other
|
6,177
|
|
|
1,755
|
|
|
2,562
|
|
|||
Adjusted EBITDA
|
$
|
70,716
|
|
|
$
|
102,884
|
|
|
$
|
81,892
|
|
Cash Flow Data:
|
|
|
|
|
|
||||||
Cash flows provided by operating activities
|
$
|
59,763
|
|
|
$
|
62,131
|
|
|
$
|
66,950
|
|
Cash flows used in investing activities
|
$
|
(18,981
|
)
|
|
$
|
(77,558
|
)
|
|
$
|
(33,489
|
)
|
Cash flows (used in) provided by financing activities
|
$
|
(20,563
|
)
|
|
$
|
25,886
|
|
|
$
|
(18,975
|
)
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Reconciliation of Retail Gross Margin to Operating (Loss) Income:
|
|
|
|
|
|
||||||
Operating (loss) income
|
$
|
(3,654
|
)
|
|
$
|
102,420
|
|
|
$
|
84,001
|
|
Plus:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
52,658
|
|
|
42,341
|
|
|
32,788
|
|
|||
General and administrative expense
|
111,431
|
|
|
101,127
|
|
|
84,964
|
|
|||
Less:
|
|
|
|
|
|
||||||
Net asset optimization revenue (expense)
|
4,511
|
|
|
(717
|
)
|
|
(586
|
)
|
|||
(Losses) gains on non-trading derivative instruments
|
(19,571
|
)
|
|
5,588
|
|
|
22,254
|
|
|||
Cash settlements on non-trading derivative instruments
|
(9,614
|
)
|
|
16,508
|
|
|
(2,284
|
)
|
|||
Retail Gross Margin
|
$
|
185,109
|
|
|
$
|
224,509
|
|
|
$
|
182,369
|
|
Retail Gross Margin - Retail Electricity Segment
|
$
|
124,668
|
|
|
$
|
158,468
|
|
|
$
|
118,136
|
|
Retail Gross Margin - Retail Natural Gas Segment
|
$
|
60,441
|
|
|
$
|
66,041
|
|
|
$
|
64,233
|
|
(In Thousands)
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues:
|
|
|
|
|
|
|
|||||
Retail revenues
|
$
|
1,001,417
|
|
|
$
|
798,772
|
|
|
$
|
547,283
|
|
Net asset optimization revenues (expenses)
|
4,511
|
|
|
(717
|
)
|
|
(586
|
)
|
|||
Total Revenues
|
1,005,928
|
|
|
798,055
|
|
|
546,697
|
|
|||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|||
Retail cost of revenues
|
845,493
|
|
|
552,167
|
|
|
344,944
|
|
|||
General and administrative expense
|
111,431
|
|
|
101,127
|
|
|
84,964
|
|
|||
Depreciation and amortization
|
52,658
|
|
|
42,341
|
|
|
32,788
|
|
|||
Total Operating Expenses
|
1,009,582
|
|
|
695,635
|
|
|
462,696
|
|
|||
Operating (loss) income
|
(3,654
|
)
|
|
102,420
|
|
|
84,001
|
|
|||
Other (expense)/income:
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
(9,410
|
)
|
|
(11,134
|
)
|
|
(8,859
|
)
|
|||
Change in Tax Receivable Agreement liability
(1)
|
—
|
|
|
22,267
|
|
|
—
|
|
|||
Interest and other income
|
749
|
|
|
256
|
|
|
957
|
|
|||
Total other (expenses)/income
|
(8,661
|
)
|
|
11,389
|
|
|
(7,902
|
)
|
|||
(Loss) income before income tax expense
|
(12,315
|
)
|
|
113,809
|
|
|
76,099
|
|
|||
Income tax expense
|
2,077
|
|
|
38,765
|
|
|
10,426
|
|
|||
Net (loss) income
|
$
|
(14,392
|
)
|
|
$
|
75,044
|
|
|
$
|
65,673
|
|
Other Performance Metrics:
|
|
|
|
|
|
|
|||||
Adjusted EBITDA
(2)
|
$
|
70,716
|
|
|
$
|
102,884
|
|
|
$
|
81,892
|
|
Retail Gross Margin
(2)
|
185,109
|
|
|
224,509
|
|
|
182,369
|
|
|||
Customer Acquisition Costs
|
13,673
|
|
|
25,874
|
|
|
24,934
|
|
|||
RCE Attrition
|
4.7
|
%
|
|
4.3
|
%
|
|
4.3
|
%
|
|||
Distributions paid to Class B non-controlling unit holders and dividends paid to Class A common shareholders
|
$
|
(45,261
|
)
|
|
$
|
(43,319
|
)
|
|
$
|
(43,297
|
)
|
|
2018 vs. 2017
|
2017 vs. 2016
|
||||
Change in electricity volumes sold
|
$
|
182.5
|
|
$
|
258.6
|
|
Change in natural gas volumes sold
|
(11.1
|
)
|
10.7
|
|
||
Change in electricity unit revenue per MWh
|
23.4
|
|
(18.2
|
)
|
||
Change in natural gas unit revenue per MMBtu
|
7.9
|
|
0.4
|
|
||
Change in net asset optimization revenue (expense)
|
5.1
|
|
(0.1
|
)
|
||
Change in total revenues
|
$
|
207.8
|
|
$
|
251.4
|
|
|
2018 vs. 2017
|
2017 vs. 2016
|
||||
Change in electricity volumes sold
|
$
|
138.5
|
|
$
|
185.4
|
|
Change in natural gas volumes sold
|
(5.9
|
)
|
5.4
|
|
||
Change in electricity unit cost per MWh
|
101.2
|
|
14.6
|
|
||
Change in natural gas unit cost per MMBtu
|
8.2
|
|
4.0
|
|
||
Change in value of retail derivative portfolio
|
51.3
|
|
(2.1
|
)
|
||
Change in retail cost of revenues
|
$
|
293.3
|
|
$
|
207.3
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands, except volume and per unit operating data)
|
||||||||||
Retail Electricity Segment
|
|
|
|
|
|
||||||
Total Revenues
|
$
|
863,451
|
|
|
$
|
657,566
|
|
|
$
|
417,229
|
|
Retail Cost of Revenues
|
762,771
|
|
|
477,012
|
|
|
286,795
|
|
|||
Less: Net (Losses) Gains on non-trading derivatives, net of cash settlements
|
(23,988
|
)
|
|
22,086
|
|
|
12,298
|
|
|||
Retail Gross Margin
(1)
—Electricity
|
$
|
124,668
|
|
|
$
|
158,468
|
|
|
$
|
118,136
|
|
Volumes—Electricity (MWhs)
|
8,630,653
|
|
|
6,755,663
|
|
|
4,170,593
|
|
|||
Retail Gross Margin
(2)
—Electricity per MWh
|
$
|
14.44
|
|
|
$
|
23.46
|
|
|
$
|
28.33
|
|
|
|
|
|
|
|
|
|
|
|||
Retail Natural Gas Segment
|
|
|
|
|
|
||||||
Total Revenues
|
$
|
137,966
|
|
|
$
|
141,206
|
|
|
$
|
130,054
|
|
Retail Cost of Revenues
|
82,722
|
|
|
75,155
|
|
|
58,149
|
|
|||
Less: Net (Losses) Gains on non-trading derivatives, net of cash settlements
|
(5,197
|
)
|
|
10
|
|
|
7,672
|
|
|||
Retail Gross Margin
(1)
—Gas
|
$
|
60,441
|
|
|
$
|
66,041
|
|
|
$
|
64,233
|
|
Volumes—Gas (MMBtus)
|
16,778,393
|
|
|
18,203,684
|
|
|
16,819,713
|
|
|||
Retail Gross Margin
(2)
—Gas per MMBtu
|
$
|
3.60
|
|
|
$
|
3.63
|
|
|
$
|
3.82
|
|
|
2018 vs. 2017
|
2017 vs. 2016
|
||||
Change in volumes sold
|
$
|
44.0
|
|
$
|
73.2
|
|
Change in unit margin per MWh
|
(77.8
|
)
|
(32.8
|
)
|
||
Change in retail electricity segment retail gross margin
|
$
|
(33.8
|
)
|
$
|
40.4
|
|
|
2018 vs. 2017
|
2017 vs. 2016
|
||||
Change in volumes sold
|
$
|
(5.2
|
)
|
$
|
5.3
|
|
Change in unit margin per MMBtu
|
(0.4
|
)
|
(3.5
|
)
|
||
Change in retail natural gas segment retail gross margin
|
$
|
(5.6
|
)
|
$
|
1.8
|
|
|
December 31,
|
||
($ in thousands)
|
2018
|
||
Cash and cash equivalents
|
$
|
41,002
|
|
Senior Credit Facility Availability
(1)
|
4,360
|
|
|
Subordinated Debt Availability
(2)
|
15,000
|
|
|
Total Liquidity
|
$
|
60,362
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash provided by operating activities
|
$
|
59,763
|
|
|
$
|
62,131
|
|
|
$
|
66,950
|
|
Net cash used in investing activities
|
$
|
(18,981
|
)
|
|
$
|
(77,558
|
)
|
|
$
|
(33,489
|
)
|
Net cash (used in) provided by financing activities
|
$
|
(20,563
|
)
|
|
$
|
25,886
|
|
|
$
|
(18,975
|
)
|
|
|
|
|
|
|
|
Total
|
2019
|
2020
|
2021
|
2022
|
2023
|
> 5 years
|
||||||||||||||
Operating leases
(1)
|
$
|
1.0
|
|
$
|
0.6
|
|
$
|
0.3
|
|
$
|
0.1
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Purchase obligations:
|
|
|
|
|
|
|
|
||||||||||||||
Pipeline transportation agreements
|
14.6
|
|
6.8
|
|
1.1
|
|
1.1
|
|
1.1
|
|
1.0
|
|
3.5
|
|
|||||||
Other purchase obligations
(2)
|
10.4
|
|
5.4
|
|
3.3
|
|
1.7
|
|
—
|
|
—
|
|
—
|
|
|||||||
Total purchase obligations
|
$
|
26.0
|
|
$
|
12.8
|
|
$
|
4.7
|
|
$
|
2.9
|
|
$
|
1.1
|
|
$
|
1.0
|
|
$
|
3.5
|
|
Senior Credit Facility
|
$
|
129.5
|
|
$
|
—
|
|
$
|
129.5
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Note payable
|
6.9
|
|
6.9
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Debt
|
$
|
136.4
|
|
$
|
6.9
|
|
$
|
129.5
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
(1)
|
Included in the total amount are future minimum payments for office leases.
|
(2)
|
The amounts presented here include contracts for billing services and other software agreements to support our operations.
|
ITEM 8. FINANCIAL STATEMENTS
|
|
|
|
|
|
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
|
|
|
|
|
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
|
|
|
|
|
|
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2018 AND DECEMBER 31, 2017
|
|
|
|
|
|
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016
|
|
|
|
|
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016
|
|
|
|
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016
|
|
|
|
|
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
•
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of the assets;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and the receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.
|
|
December 31, 2018
|
|
|
December 31, 2017
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
41,002
|
|
|
|
$
|
29,419
|
|
Restricted cash
|
8,636
|
|
|
|
—
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $3,353 and $4,023 as of December 31, 2018 and 2017, respectively
|
150,866
|
|
|
|
158,814
|
|
||
Accounts receivable
—
affiliates
|
2,558
|
|
|
|
3,661
|
|
||
Inventory
|
3,878
|
|
|
|
4,470
|
|
||
Fair value of derivative assets
|
7,289
|
|
|
|
31,191
|
|
||
Customer acquisition costs, net
|
14,431
|
|
|
|
22,123
|
|
||
Customer relationships, net
|
16,630
|
|
|
|
18,653
|
|
||
Deposits
|
9,226
|
|
|
|
7,701
|
|
||
Renewable energy credit asset
|
25,717
|
|
|
|
12,839
|
|
||
Other current assets
|
11,747
|
|
|
|
7,867
|
|
||
Total current assets
|
291,980
|
|
|
|
296,738
|
|
||
Property and equipment, net
|
4,366
|
|
|
|
8,275
|
|
||
Fair value of derivative assets
|
3,276
|
|
|
|
3,309
|
|
||
Customer acquisition costs, net
|
3,893
|
|
|
|
6,949
|
|
||
Customer relationships, net
|
26,429
|
|
|
|
34,839
|
|
||
Deferred tax assets
|
27,321
|
|
|
|
21,977
|
|
||
Goodwill
|
120,343
|
|
|
|
120,154
|
|
||
Other assets
|
11,130
|
|
|
|
11,500
|
|
||
Total Assets
|
$
|
488,738
|
|
|
|
$
|
503,741
|
|
Liabilities, Series A Preferred Stock and Stockholders' Equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
$
|
69,631
|
|
|
|
$
|
77,510
|
|
Accounts payable—affiliates
|
2,464
|
|
|
|
4,622
|
|
||
Accrued liabilities
|
10,004
|
|
|
|
10,202
|
|
||
Renewable energy credit liability
|
42,805
|
|
|
|
23,477
|
|
||
Fair value of derivative liabilities
|
6,478
|
|
|
|
1,637
|
|
||
Current portion of Senior Credit Facility
|
—
|
|
|
|
7,500
|
|
||
Current payable pursuant to tax receivable agreement—affiliates
|
1,658
|
|
|
|
5,937
|
|
||
Current contingent consideration for acquisitions
|
1,328
|
|
|
|
4,024
|
|
||
Current portion of note payable
|
6,936
|
|
|
|
13,443
|
|
||
Other current liabilities
|
647
|
|
|
|
2,675
|
|
||
Total current liabilities
|
141,951
|
|
|
|
151,027
|
|
||
Long-term liabilities:
|
|
|
|
|
|
|
||
Fair value of derivative liabilities
|
106
|
|
|
|
492
|
|
||
Payable pursuant to tax receivable agreement—affiliates
|
25,917
|
|
|
|
26,355
|
|
||
Long-term portion of Senior Credit Facility
|
129,500
|
|
|
|
117,750
|
|
||
Subordinated debt—affiliate
|
10,000
|
|
|
|
—
|
|
||
Note payable
|
—
|
|
|
|
7,051
|
|
||
Contingent consideration for acquisitions
|
—
|
|
|
|
626
|
|
||
Other long-term liabilities
|
212
|
|
|
|
172
|
|
||
Total liabilities
|
307,686
|
|
|
|
303,473
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
|
|
|
||
Series A Preferred Stock, par value $0.01 per share, 20,000,000 shares authorized, 3,707,256 shares issued and outstanding at December 31, 2018 and 1,704,339 shares issued and outstanding at December 31, 2017
|
90,758
|
|
|
|
41,173
|
|
||
Stockholders' equity:
|
|
|
|
|
|
|
||
Common Stock :
|
|
|
|
|
|
|
||
Class A common stock, par value $0.01 per share, 120,000,000 shares authorized, 14,178,284 issued and 14,078,838 outstanding at December 31, 2018 and 13,235,082 issued and 13,135,636 outstanding at December 31, 2017
|
142
|
|
|
|
132
|
|
||
Class B common stock, par value $0.01 per share, 60,000,000 shares authorized, 20,800,000 issued and outstanding at December 31, 2018 and 21,485,126 issued and outstanding at December 31, 2017
|
209
|
|
|
|
216
|
|
||
Additional paid-in capital
|
46,157
|
|
|
|
47,811
|
|
||
Accumulated other comprehensive (loss)/income
|
2
|
|
|
|
(11
|
)
|
||
Retained (deficit) earnings
|
1,307
|
|
|
|
11,399
|
|
||
Treasury stock, at cost, 99,446 shares at December 31, 2018 and December 31, 2017
|
(2,011
|
)
|
|
|
(2,011
|
)
|
||
Total stockholders' equity
|
45,806
|
|
|
|
57,536
|
|
||
Non-controlling interest in Spark HoldCo, LLC
|
44,488
|
|
|
|
101,559
|
|
||
Total equity
|
90,294
|
|
|
|
159,095
|
|
||
Total Liabilities, Series A Preferred Stock and stockholders' equity
|
$
|
488,738
|
|
|
|
$
|
503,741
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Retail revenues
|
$
|
1,001,417
|
|
|
$
|
798,772
|
|
|
$
|
547,283
|
|
Net asset optimization revenues (expense)
(1)
|
4,511
|
|
|
(717
|
)
|
|
(586
|
)
|
|||
Total revenues
|
1,005,928
|
|
|
798,055
|
|
|
546,697
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Retail cost of revenues
(2)
|
845,493
|
|
|
552,167
|
|
|
344,944
|
|
|||
General and administrative
(3)
|
111,431
|
|
|
101,127
|
|
|
84,964
|
|
|||
Depreciation and amortization
|
52,658
|
|
|
42,341
|
|
|
32,788
|
|
|||
Total operating expenses
|
1,009,582
|
|
|
695,635
|
|
|
462,696
|
|
|||
Operating (loss) income
|
(3,654
|
)
|
|
102,420
|
|
|
84,001
|
|
|||
Other (expense)/income:
|
|
|
|
|
|
||||||
Interest expense
|
(9,410
|
)
|
|
(11,134
|
)
|
|
(8,859
|
)
|
|||
Change in tax receivable agreement liability
|
—
|
|
|
22,267
|
|
|
—
|
|
|||
Interest and other income
|
749
|
|
|
256
|
|
|
957
|
|
|||
Total other expenses
|
(8,661
|
)
|
|
11,389
|
|
|
(7,902
|
)
|
|||
(Loss) income before income tax expense
|
(12,315
|
)
|
|
113,809
|
|
|
76,099
|
|
|||
Income tax expense
|
2,077
|
|
|
38,765
|
|
|
10,426
|
|
|||
Net (loss) income
|
(14,392
|
)
|
|
75,044
|
|
|
65,673
|
|
|||
Less: Net (loss) income attributable to non-controlling interest
|
(13,206
|
)
|
|
55,799
|
|
|
51,229
|
|
|||
Net (loss) income attributable to Spark Energy, Inc. stockholders
|
$
|
(1,186
|
)
|
|
$
|
19,245
|
|
|
$
|
14,444
|
|
Less: Dividend on Series A preferred stock
|
8,109
|
|
|
3,038
|
|
|
—
|
|
|||
Net (loss) income attributable to stockholders of Class A common stock
|
(9,295
|
)
|
|
16,207
|
|
|
14,444
|
|
|||
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
||||||
Currency translation (loss) gain
|
31
|
|
|
(59
|
)
|
|
41
|
|
|||
Other comprehensive (loss) income
|
31
|
|
|
(59
|
)
|
|
41
|
|
|||
Comprehensive (loss) income
|
(14,361
|
)
|
|
74,985
|
|
|
65,714
|
|
|||
Less: Comprehensive (loss) income attributable to non-controlling interest
|
(13,188
|
)
|
|
55,762
|
|
|
51,259
|
|
|||
Comprehensive (loss) income attributable to Spark Energy, Inc. stockholders
|
(1,173
|
)
|
|
19,223
|
|
|
14,455
|
|
|||
|
|
|
|
|
|
||||||
Net (loss) income attributable to Spark Energy, Inc. per share of Class A common stock
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.69
|
)
|
|
$
|
1.23
|
|
|
$
|
1.27
|
|
Diluted
|
$
|
(0.69
|
)
|
|
$
|
1.21
|
|
|
$
|
1.11
|
|
|
|
|
|
|
|
|
|||||
Weighted average shares of Class A common stock outstanding
|
|
|
|
|
|
|
|||||
Basic
|
13,390
|
|
|
13,143
|
|
|
11,402
|
|
|||
Diluted
|
13,390
|
|
|
13,346
|
|
|
12,690
|
|
|
Issued Shares of Class A Common Stock
|
Issued Shares of Class B Common Stock
|
Treasury Stock
|
Class A Common Stock
|
Class B Common Stock
|
Treasury Stock
|
Accumulated Other Comprehensive Income (Loss)
|
Additional Paid-In Capital
|
Retained Earnings (Deficit)
|
Total Stockholders' Equity
|
Non-controlling Interest
|
Total Equity
|
|||||||||||||||||||||
Balance at 12/31/2015:
|
6,238
|
|
21,500
|
|
—
|
|
$
|
62
|
|
$
|
216
|
|
$
|
—
|
|
$
|
—
|
|
$
|
7,770
|
|
$
|
(1,366
|
)
|
$
|
6,682
|
|
$
|
24,708
|
|
$
|
31,390
|
|
Stock based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
2,270
|
|
—
|
|
2,270
|
|
—
|
|
2,270
|
|
|||||||||
Restricted stock unit vesting
|
305
|
|
—
|
|
—
|
|
4
|
|
—
|
|
—
|
|
—
|
|
1,058
|
|
—
|
|
1,062
|
|
—
|
|
1,062
|
|
|||||||||
Excess tax benefit related to restricted stock vesting
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
186
|
|
—
|
|
186
|
|
—
|
|
186
|
|
|||||||||
Consolidated net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
14,444
|
|
14,444
|
|
51,229
|
|
65,673
|
|
|||||||||
Foreign currency translation adjustment for equity method investee
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
11
|
|
—
|
|
—
|
|
11
|
|
30
|
|
41
|
|
|||||||||
Beneficial conversion feature
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
243
|
|
—
|
|
243
|
|
—
|
|
243
|
|
|||||||||
Distributions paid to non-controlling unit holders
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(34,931
|
)
|
(34,931
|
)
|
|||||||||
Net contribution of the Major Energy Companies
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,873
|
|
3,873
|
|
|||||||||
Dividends paid to Class A common stockholders
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(8,367
|
)
|
(8,367
|
)
|
—
|
|
(8,367
|
)
|
|||||||||
Proceeds from disgorgement of stockholder short-swing profits
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,605
|
|
—
|
|
1,605
|
|
—
|
|
1,605
|
|
|||||||||
Tax impact from tax receivable agreement upon exchange of units of Spark HoldCo, LLC to shares of Class A Common Stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4,768
|
|
—
|
|
4,768
|
|
—
|
|
4,768
|
|
|||||||||
Exchange of shares of Class B common stock to shares of Class A common stock
|
6,450
|
|
(6,450
|
)
|
—
|
|
64
|
|
(64
|
)
|
—
|
|
—
|
|
2,716
|
|
—
|
|
2,716
|
|
(2,716
|
)
|
—
|
|
|||||||||
Issuance of Class B Common Stock
|
—
|
|
5,400
|
|
—
|
|
—
|
|
54
|
|
—
|
|
—
|
|
—
|
|
—
|
|
54
|
|
53,940
|
|
53,994
|
|
|||||||||
Remeasurement of deferred tax assets
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(5,552
|
)
|
—
|
|
(5,552
|
)
|
—
|
|
(5,552
|
)
|
|||||||||
Changes in ownership interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
24,123
|
|
—
|
|
24,123
|
|
(24,123
|
)
|
—
|
|
|||||||||
Balance at 12/31/2016:
|
12,993
|
|
20,450
|
|
—
|
|
$
|
130
|
|
$
|
206
|
|
$
|
—
|
|
$
|
11
|
|
$
|
39,187
|
|
$
|
4,711
|
|
$
|
44,245
|
|
$
|
72,010
|
|
$
|
116,255
|
|
Stock based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2,754
|
|
—
|
|
2,754
|
|
—
|
|
2,754
|
|
|||||||||
Restricted stock unit vesting
|
242
|
|
—
|
|
—
|
|
2
|
|
—
|
|
—
|
|
—
|
|
1,052
|
|
—
|
|
1,054
|
|
—
|
|
1,054
|
|
|||||||||
Consolidated net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
19,245
|
|
19,245
|
|
55,799
|
|
75,044
|
|
Foreign currency translation adjustment for equity method investee
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(22
|
)
|
—
|
|
—
|
|
(22
|
)
|
(37
|
)
|
(59
|
)
|
|||||||||
Beneficial conversion feature
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
176
|
|
176
|
|
|||||||||
Distributions paid to non-controlling unit holders
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(33,800
|
)
|
(33,800
|
)
|
|||||||||
Net contribution by NG&E
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
274
|
|
274
|
|
|||||||||
Dividends paid to Class A common stockholders
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(9,519
|
)
|
(9,519
|
)
|
—
|
|
(9,519
|
)
|
|||||||||
Dividends to Preferred Stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(3,038
|
)
|
(3,038
|
)
|
—
|
|
(3,038
|
)
|
|||||||||
Proceeds from disgorgement of stockholder short-swing profits
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
708
|
|
—
|
|
708
|
|
—
|
|
708
|
|
|||||||||
Tax receivable agreement liability true-up
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,872
|
)
|
—
|
|
(2,872
|
)
|
—
|
|
(2,872
|
)
|
|||||||||
Conversion of Convertible Subordinated Notes to Class B Common Stock
|
—
|
|
1,035
|
|
—
|
|
—
|
|
10
|
|
—
|
|
—
|
|
—
|
|
—
|
|
10
|
|
7,608
|
|
7,618
|
|
|||||||||
Treasury Stock
|
—
|
|
—
|
|
(99
|
)
|
—
|
|
—
|
|
(2,011
|
)
|
—
|
|
—
|
|
—
|
|
(2,011
|
)
|
—
|
|
(2,011
|
)
|
|||||||||
Remeasurement of deferred tax assets
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
6,511
|
|
—
|
|
6,511
|
|
—
|
|
6,511
|
|
|||||||||
Changes in ownership interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
471
|
|
—
|
|
471
|
|
(471
|
)
|
—
|
|
|||||||||
Balance at 12/31/2017:
|
13,235
|
|
21,485
|
|
(99
|
)
|
$
|
132
|
|
$
|
216
|
|
$
|
(2,011
|
)
|
$
|
(11
|
)
|
$
|
47,811
|
|
$
|
11,399
|
|
$
|
57,536
|
|
$
|
101,559
|
|
$
|
159,095
|
|
Stock based compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
5,703
|
|
—
|
|
5,703
|
|
—
|
|
5,703
|
|
|||||||||
Restricted stock unit vesting
|
258
|
|
—
|
|
—
|
|
3
|
|
—
|
|
—
|
|
—
|
|
(1,018
|
)
|
—
|
|
(1,015
|
)
|
—
|
|
(1,015
|
)
|
|||||||||
Consolidated net income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,186
|
)
|
(1,186
|
)
|
(13,206
|
)
|
(14,392
|
)
|
|||||||||
Foreign currency translation adjustment for equity method investee
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
13
|
|
—
|
|
—
|
|
13
|
|
18
|
|
31
|
|
|||||||||
Distributions paid to non-controlling unit holders
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(35,478
|
)
|
(35,478
|
)
|
|||||||||
Dividends paid to Class A common stockholders
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(4,932
|
)
|
(4,851
|
)
|
(9,783
|
)
|
—
|
|
(9,783
|
)
|
|||||||||
Dividends to Preferred Stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(4,055
|
)
|
(4,055
|
)
|
(8,110
|
)
|
—
|
|
(8,110
|
)
|
|||||||||
Exchange of shares of Class B common stock to shares of Class A common stock
|
685
|
|
(685
|
)
|
—
|
|
7
|
|
(7
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Acquisition of Customers from Affiliate
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(7,129
|
)
|
(7,129
|
)
|
|||||||||
Remeasurement of deferred tax assets
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,372
|
|
—
|
|
1,372
|
|
—
|
|
1,372
|
|
|||||||||
Changes in ownership interest
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,276
|
|
—
|
|
1,276
|
|
(1,276
|
)
|
—
|
|
Balance at 12/31/2018:
|
14,178
|
|
20,800
|
|
(99
|
)
|
$
|
142
|
|
$
|
209
|
|
$
|
(2,011
|
)
|
$
|
2
|
|
$
|
46,157
|
|
$
|
1,307
|
|
$
|
45,806
|
|
$
|
44,488
|
|
$
|
90,294
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(14,392
|
)
|
|
$
|
75,044
|
|
|
$
|
65,673
|
|
Adjustments to reconcile net (loss) income to net cash flows provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization expense
|
51,436
|
|
|
42,666
|
|
|
48,526
|
|
|||
Deferred income taxes
|
(2,328
|
)
|
|
29,821
|
|
|
3,382
|
|
|||
Change in TRA liability
|
—
|
|
|
(22,267
|
)
|
|
—
|
|
|||
Stock based compensation
|
5,879
|
|
|
5,058
|
|
|
5,242
|
|
|||
Amortization of deferred financing costs
|
1,291
|
|
|
1,035
|
|
|
668
|
|
|||
Change in fair value of Earnout liabilities
|
(1,715
|
)
|
|
(7,898
|
)
|
|
(140
|
)
|
|||
Accretion on fair value of Earnout liabilities
|
—
|
|
|
4,108
|
|
|
5,060
|
|
|||
Excess tax benefit related to restricted stock vesting
|
(101
|
)
|
|
179
|
|
|
—
|
|
|||
Bad debt expense
|
10,135
|
|
|
6,550
|
|
|
1,261
|
|
|||
Loss (gain) on derivatives, net
|
18,170
|
|
|
(5,008
|
)
|
|
(22,407
|
)
|
|||
Current period cash settlements on derivatives, net
|
11,038
|
|
|
(19,598
|
)
|
|
(24,427
|
)
|
|||
Accretion of discount to convertible subordinated notes to affiliate
|
—
|
|
|
1,004
|
|
|
150
|
|
|||
Earnout Payments
|
—
|
|
|
(1,781
|
)
|
|
(843
|
)
|
|||
Other
|
(882
|
)
|
|
(5
|
)
|
|
(715
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Decrease (increase) in accounts receivable
|
2,692
|
|
|
(32,361
|
)
|
|
(12,088
|
)
|
|||
Decrease (increase) in accounts receivable
—
affiliates
|
859
|
|
|
(1,459
|
)
|
|
(118
|
)
|
|||
Decrease (increase) in inventory
|
674
|
|
|
(718
|
)
|
|
542
|
|
|||
Increase in customer acquisition costs
|
(13,673
|
)
|
|
(25,874
|
)
|
|
(21,907
|
)
|
|||
(Increase) decrease in prepaid and other current assets
|
(14,033
|
)
|
|
1,915
|
|
|
71
|
|
|||
(Increase) decrease in other assets
|
(335
|
)
|
|
(465
|
)
|
|
1,321
|
|
|||
Increase in accounts payable and accrued liabilities
|
10,301
|
|
|
14,831
|
|
|
14,831
|
|
|||
(Decrease) increase in accounts payable
—
affiliates
|
(2,158
|
)
|
|
51
|
|
|
458
|
|
|||
(Decrease) increase in other current liabilities
|
(3,050
|
)
|
|
(1,210
|
)
|
|
2,364
|
|
|||
Increase (decrease) in other non-current liabilities
|
41
|
|
|
(1,487
|
)
|
|
46
|
|
|||
Decrease in intangible assets—customer acquisitions
|
(86
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by
operating activities
|
59,763
|
|
|
62,131
|
|
|
66,950
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(1,429
|
)
|
|
(1,704
|
)
|
|
(2,258
|
)
|
|||
Cash paid for acquisitions
|
(17,552
|
)
|
|
(75,854
|
)
|
|
(30,129
|
)
|
|||
Contribution to equity method investment
|
—
|
|
|
—
|
|
|
(1,102
|
)
|
|||
Net cash used in investing activities
|
(18,981
|
)
|
|
(77,558
|
)
|
|
(33,489
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of Series A Preferred Stock, net of issuance costs paid
|
48,490
|
|
|
40,241
|
|
|
—
|
|
|||
Payment to affiliates for acquisition of customer book
|
(7,129
|
)
|
|
—
|
|
|
—
|
|
|||
Borrowings on notes payable
|
417,300
|
|
|
206,400
|
|
|
79,048
|
|
|||
Payments on notes payable
|
(403,050
|
)
|
|
(152,939
|
)
|
|
(66,652
|
)
|
|||
Earnout Payments
|
(1,607
|
)
|
|
(18,418
|
)
|
|
(2,012
|
)
|
|||
Payments on the Verde promissory note
|
(13,422
|
)
|
|
—
|
|
|
—
|
|
|||
Restricted stock vesting
|
(2,895
|
)
|
|
(3,091
|
)
|
|
(1,183
|
)
|
|||
Proceeds from issuance of Class B common stock
|
—
|
|
|
—
|
|
|
13,995
|
|
|||
Proceeds from disgorgement of stockholders short-swing profits
|
244
|
|
|
1,129
|
|
|
941
|
|
|||
Excess tax benefit related to restricted stock vesting
|
—
|
|
|
—
|
|
|
185
|
|
|||
Payment of Tax Receivable Agreement Liability
|
(6,219
|
)
|
|
—
|
|
|
—
|
|
|||
Payment of dividends to Class A common shareholders
|
(9,783
|
)
|
|
(9,519
|
)
|
|
(8,367
|
)
|
|||
Payment of distributions to non-controlling unitholders
|
(35,478
|
)
|
|
(33,800
|
)
|
|
(34,930
|
)
|
|||
Payment of dividends to Preferred Stock
|
(7,014
|
)
|
|
(2,106
|
)
|
|
—
|
|
|||
Purchase of Treasury Stock
|
—
|
|
|
(2,011
|
)
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
(20,563
|
)
|
|
25,886
|
|
|
(18,975
|
)
|
|||
Increase in Cash and cash equivalents and Restricted Cash
|
20,219
|
|
|
10,459
|
|
|
14,486
|
|
|||
Cash and cash equivalents and Restricted cash—beginning of period
|
29,419
|
|
|
18,960
|
|
|
4,474
|
|
|||
Cash and cash equivalents and Restricted cash—end of period
|
$
|
49,638
|
|
|
$
|
29,419
|
|
|
$
|
18,960
|
|
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
||||||
Non-cash items:
|
|
|
|
|
|
|
|
|
|||
Issuance of Class B common stock to affiliates for Major Energy Companies acquisition
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40,000
|
|
Contingent consideration—earnout obligations incurred in connection with the Provider Companies and Major Energy Companies acquisitions
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,936
|
|
Assumption of legal liability in connection with the Major Energy Companies acquisition
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,000
|
|
Net contribution of the Major Energy Companies
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,873
|
|
Net contribution by NG&E in excess of cash
|
$
|
—
|
|
|
$
|
274
|
|
|
$
|
—
|
|
Installment consideration incurred in connection with the Provider Companies acquisition
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,890
|
|
Installment consideration incurred in connection with the Verde Companies acquisition and Verde Earnout Termination Note
|
$
|
—
|
|
|
$
|
19,994
|
|
|
$
|
—
|
|
Tax benefit from tax receivable agreement
|
$
|
(1,508
|
)
|
|
$
|
(1,802
|
)
|
|
$
|
31,490
|
|
Liability due to tax receivable agreement
|
$
|
1,642
|
|
|
$
|
4,674
|
|
|
$
|
(26,722
|
)
|
Property and equipment purchase accrual
|
$
|
(123
|
)
|
|
$
|
91
|
|
|
$
|
(32
|
)
|
Cash paid during the period for:
|
|
|
|
|
|
||||||
Interest
|
$
|
7,883
|
|
|
$
|
5,715
|
|
|
$
|
2,280
|
|
Taxes
|
$
|
8,561
|
|
|
$
|
11,205
|
|
|
$
|
7,326
|
|
|
December 31, 2016
|
|
December 31, 2017
|
||||||||||||||||
|
As Reported
|
Adjustments
|
As Adjusted
|
|
As Reported
|
Adjustments
|
As Adjusted
|
||||||||||||
|
|
|
|
|
|
|
|
||||||||||||
Deferred tax assets
|
$
|
54,109
|
|
$
|
(7,481
|
)
|
$
|
46,628
|
|
|
$
|
24,185
|
|
$
|
(2,208
|
)
|
$
|
21,977
|
|
Total Assets
|
375,230
|
|
(7,481
|
)
|
367,749
|
|
|
505,949
|
|
(2,208
|
)
|
503,741
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
Additional paid-in capital
|
25,272
|
|
13,915
|
|
39,187
|
|
|
26,914
|
|
20,897
|
|
47,811
|
|
||||||
Retained earnings
|
4,711
|
|
—
|
|
4,711
|
|
|
11,008
|
|
391
|
|
11,399
|
|
||||||
Total stockholders' equity
|
30,330
|
|
13,915
|
|
44,245
|
|
|
36,248
|
|
21,288
|
|
57,536
|
|
||||||
Non-controlling interest in Spark HoldCo, LLC
|
93,406
|
|
(21,396
|
)
|
72,010
|
|
|
125,055
|
|
(23,496
|
)
|
101,559
|
|
||||||
Total equity
|
123,736
|
|
(7,481
|
)
|
116,255
|
|
|
161,303
|
|
(2,208
|
)
|
159,095
|
|
||||||
Total liabilities, Series A Preferred Stock and stockholders' equity
|
375,230
|
|
(7,481
|
)
|
367,749
|
|
|
505,949
|
|
(2,208
|
)
|
503,741
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
Income tax expense
|
|
|
|
|
37,528
|
|
1,237
|
|
38,765
|
|
|||||||||
Net Income
|
|
|
|
|
76,281
|
|
(1,237
|
)
|
75,044
|
|
|||||||||
Net Income Available to Common Shareholders
|
|
|
|
|
15,816
|
|
391
|
|
16,207
|
|
|||||||||
Net income attributable to non-controlling interests
|
|
|
|
|
57,427
|
|
(1,628
|
)
|
55,799
|
|
|||||||||
|
|
|
|
|
|
|
|
||||||||||||
Net income attributable to Spark Energy, Inc. per share of Class A common stock
|
|
|
|
|
|
|
|
||||||||||||
Basic
|
|
|
|
|
1.20
|
|
0.03
|
|
1.23
|
|
|||||||||
Diluted
|
|
|
|
|
1.19
|
|
0.02
|
|
1.21
|
|
|||||||||
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
|
|
|
|
76,281
|
|
(1,237
|
)
|
75,044
|
|
|||||||||
Adjustments to reconcile net income to net cash flows from operating activities
|
|
|
|
|
|
|
|
||||||||||||
Deferred income taxes
|
|
|
|
|
28,584
|
|
1,237
|
|
29,821
|
|
|||||||||
Net cash provided by operating activities
(1)
|
|
|
|
|
63,912
|
|
(1,781
|
)
|
62,131
|
|
|
December 31, 2015
|
||||||||
|
As Reported
|
Adjustments
|
As Adjusted
|
||||||
|
|
|
|
||||||
Additional paid-in capital
|
12,426
|
|
(4,656
|
)
|
7,770
|
|
|||
Retained earnings
|
(1,366
|
)
|
—
|
|
(1,366
|
)
|
|||
Total stockholders' equity
|
11,338
|
|
(4,656
|
)
|
6,682
|
|
|||
Non-controlling interest in Spark HoldCo, LLC
|
21,981
|
|
2,727
|
|
24,708
|
|
|||
Total equity
|
$
|
33,319
|
|
$
|
(1,929
|
)
|
$
|
31,390
|
|
Reportable Segments
|
|||||||||||||||||||||||||||||
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2016
|
||||||||||||||||||||||||
|
Retail Electricity
|
Retail Natural Gas
|
Total Reportable Segments
|
|
Retail Electricity
|
Retail Natural Gas
|
Total Reportable Segments
|
|
Retail Electricity
|
Retail Natural Gas
|
Total Reportable Segments
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Primary markets (a)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
New England
|
$
|
395,682
|
|
$
|
21,221
|
|
$
|
416,903
|
|
|
$
|
229,546
|
|
$
|
21,196
|
|
$
|
250,742
|
|
|
$
|
115,360
|
|
$
|
21,758
|
|
$
|
137,118
|
|
Mid-Atlantic
|
291,046
|
|
54,815
|
|
345,861
|
|
|
272,127
|
|
52,737
|
|
324,864
|
|
|
197,511
|
|
38,387
|
|
235,898
|
|
|||||||||
Midwest
|
73,167
|
|
39,894
|
|
113,061
|
|
|
59,506
|
|
37,792
|
|
97,298
|
|
|
45,881
|
|
37,318
|
|
83,199
|
|
|||||||||
Southwest
|
103,556
|
|
22,036
|
|
125,592
|
|
|
96,387
|
|
29,481
|
|
125,868
|
|
|
58,477
|
|
32,591
|
|
91,068
|
|
|||||||||
|
$
|
863,451
|
|
$
|
137,966
|
|
$
|
1,001,417
|
|
|
$
|
657,566
|
|
$
|
141,206
|
|
$
|
798,772
|
|
|
$
|
417,229
|
|
$
|
130,054
|
|
$
|
547,283
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Customer type
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Commercial
|
$
|
355,607
|
|
$
|
50,156
|
|
$
|
405,763
|
|
|
$
|
195,356
|
|
$
|
50,424
|
|
$
|
245,780
|
|
|
$
|
119,543
|
|
$
|
55,347
|
|
$
|
174,890
|
|
Residential
|
518,261
|
|
93,186
|
|
611,447
|
|
|
441,580
|
|
89,889
|
|
531,469
|
|
|
281,537
|
|
70,082
|
|
351,619
|
|
|||||||||
Unbilled revenue (b)
|
(10,417
|
)
|
(5,376
|
)
|
(15,793
|
)
|
|
20,630
|
|
893
|
|
21,523
|
|
|
16,149
|
|
4,625
|
|
20,774
|
|
|||||||||
|
$
|
863,451
|
|
$
|
137,966
|
|
$
|
1,001,417
|
|
|
$
|
657,566
|
|
$
|
141,206
|
|
$
|
798,772
|
|
|
$
|
417,229
|
|
$
|
130,054
|
|
$
|
547,283
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Customer credit risk
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
POR
|
$
|
586,901
|
|
$
|
71,565
|
|
$
|
658,466
|
|
|
$
|
447,581
|
|
$
|
76,002
|
|
$
|
523,583
|
|
|
$
|
307,836
|
|
$
|
57,198
|
|
$
|
365,034
|
|
Non-POR
|
276,550
|
|
66,401
|
|
342,951
|
|
|
209,985
|
|
65,204
|
|
275,189
|
|
|
109,393
|
|
72,856
|
|
182,249
|
|
|||||||||
|
$
|
863,451
|
|
$
|
137,966
|
|
$
|
1,001,417
|
|
|
$
|
657,566
|
|
$
|
141,206
|
|
$
|
798,772
|
|
|
$
|
417,229
|
|
$
|
130,054
|
|
$
|
547,283
|
|
•
|
New England - Connecticut, Maine, Massachusetts, New Hampshire;
|
•
|
Mid-Atlantic - Delaware, Maryland (including the District of Colombia), New Jersey, New York and Pennsylvania;
|
•
|
Midwest - Illinois, Indiana, Michigan and Ohio; and
|
•
|
Southwest - Arizona, California, Colorado, Florida, Nevada, and Texas.
|
|
|
|
Final Purchase Price Allocation
|
||
Cash
|
|
|
$
|
431
|
|
Net working capital, net of cash acquired
|
|
|
812
|
|
|
Intangible assets
—
customer relationships and non-compete agreements
|
|
|
24,417
|
|
|
Intangible assets
—
trademark
|
|
|
529
|
|
|
Goodwill
|
|
|
26,040
|
|
|
Fair value of derivative liabilities
|
|
|
(18,163
|
)
|
|
Total
|
|
|
$
|
34,066
|
|
|
|
|
Final Purchase Price Allocation
|
||
Cash
|
|
|
$
|
17,368
|
|
Property and equipment
|
|
|
14
|
|
|
Intangible assets
—
customer relationships & non-compete agreements
|
|
|
24,271
|
|
|
Other assets
—
trademarks
|
|
|
4,973
|
|
|
Non-current deferred tax assets
|
|
|
1,042
|
|
|
Goodwill
|
|
|
34,988
|
|
|
Net working capital, net of cash acquired
|
|
|
(6,746
|
)
|
|
Fair value of derivative liabilities
|
|
|
(7,260
|
)
|
|
Total
|
|
|
$
|
68,650
|
|
|
Final Purchase Price Allocation
|
||
Cash
|
$
|
23
|
|
Intangible assets—customer relationships
|
1,100
|
|
|
Goodwill
|
1,540
|
|
|
Net working capital, net of cash acquired
|
2,085
|
|
|
Fair value of derivative liabilities
|
(443
|
)
|
|
Total
|
$
|
4,305
|
|
|
|
December 31, 2017
|
|
Adjustments
(1)
|
|
As of December 31, 2018
|
||||||
Cash and restricted cash
|
|
$
|
1,653
|
|
|
$
|
—
|
|
|
$
|
1,653
|
|
Property and equipment
|
|
4,560
|
|
|
—
|
|
|
4,560
|
|
|||
Intangible assets—customer relationships
|
|
28,700
|
|
|
—
|
|
|
28,700
|
|
|||
Intangible assets—trademarks
|
|
3,000
|
|
|
—
|
|
|
3,000
|
|
|||
Goodwill
|
|
39,207
|
|
|
189
|
|
|
39,396
|
|
|||
Net working capital, net of cash acquired
|
|
19,132
|
|
|
(659
|
)
|
|
18,473
|
|
|||
Deferred tax liability
|
|
(3,126
|
)
|
|
—
|
|
|
(3,126
|
)
|
|||
Fair value of derivative liabilities
|
|
(1,942
|
)
|
|
—
|
|
|
(1,942
|
)
|
|||
Total
|
|
$
|
91,184
|
|
|
$
|
(470
|
)
|
|
$
|
90,714
|
|
|
Preliminary Purchase Price Allocation
|
2018 Adjustments
(1)
|
Purchase Price Allocation as of December 31, 2018
|
||||||
Cash and restricted cash
|
$
|
309
|
|
$
|
66
|
|
$
|
375
|
|
Intangible assets—customer relationships
|
6,205
|
|
(174
|
)
|
6,031
|
|
|||
Net working capital, net of cash acquired
|
9,041
|
|
(576
|
)
|
8,465
|
|
|||
Fair value of derivative liabilities
|
(205
|
)
|
—
|
|
(205
|
)
|
|||
Total
|
$
|
15,350
|
|
$
|
(684
|
)
|
$
|
14,666
|
|
|
The Company
|
Affiliated Owners
|
||
December 31, 2017
|
38.12
|
%
|
61.88
|
%
|
December 31, 2018
|
40.53
|
%
|
59.47
|
%
|
|
Year Ended December 31,
|
||||||||
|
2018
|
2017
|
2016
|
||||||
Net income attributable to Spark Energy, Inc. stockholders
|
$
|
(1,186
|
)
|
$
|
19,245
|
|
$
|
14,444
|
|
Less: Dividend on Series A preferred stock
|
8,109
|
|
3,038
|
|
—
|
|
|||
Net (loss) income attributable to stockholders of Class A common stock
|
$
|
(9,295
|
)
|
$
|
16,207
|
|
$
|
14,444
|
|
|
|
|
|
||||||
Basic weighted average Class A common shares outstanding
|
13,390
|
|
13,143
|
|
11,402
|
|
|||
Basic (loss) earnings per share attributable to stockholders
|
$
|
(0.69
|
)
|
$
|
1.23
|
|
$
|
1.27
|
|
|
|
|
|
||||||
Net (loss) income attributable to stockholders of Class A common stock
|
$
|
(9,295
|
)
|
$
|
16,207
|
|
$
|
14,444
|
|
Effect of conversion of Class B common stock to shares of Class A common stock
|
—
|
|
—
|
|
—
|
|
|||
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
(1)
|
—
|
|
—
|
|
(310
|
)
|
|||
Diluted net (loss) income attributable to stockholders of Class A common stock
|
$
|
(9,295
|
)
|
$
|
16,207
|
|
$
|
14,134
|
|
|
|
|
|
||||||
Basic weighted average Class A common shares outstanding
|
13,390
|
|
13,143
|
|
11,402
|
|
|||
Effect of dilutive Class B common stock
|
—
|
|
—
|
|
—
|
|
|||
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
|
—
|
|
—
|
|
1,010
|
|
|||
Effect of dilutive restricted stock units
|
—
|
|
203
|
|
278
|
|
|||
Diluted weighted average shares outstanding
|
13,390
|
|
13,346
|
|
12,690
|
|
|||
|
|
|
|
||||||
Diluted (loss) earnings per share attributable to stockholders
|
$
|
(0.69
|
)
|
$
|
1.21
|
|
$
|
1.11
|
|
|
December 31, 2018
|
December 31, 2017
|
||||
Assets
|
|
|
||||
Current assets:
|
|
|
||||
Cash and cash equivalents
|
$
|
36,724
|
|
$
|
29,385
|
|
Accounts receivable
|
150,866
|
|
158,814
|
|
||
Other current assets
|
92,963
|
|
105,165
|
|
||
Total current assets
|
280,553
|
|
293,364
|
|
||
Non-current assets:
|
|
|
||||
Goodwill
|
120,343
|
|
120,154
|
|
||
Other assets
|
47,159
|
|
62,552
|
|
||
Total non-current assets
|
167,502
|
|
182,706
|
|
||
Total Assets
|
$
|
448,055
|
|
$
|
476,070
|
|
|
|
|
||||
Liabilities
|
|
|
||||
Current liabilities:
|
|
|
||||
Accounts Payable and Accrued Liabilities
|
$
|
122,497
|
|
$
|
110,152
|
|
Current portion of Senior Credit Facility
|
—
|
|
7,500
|
|
||
Contingent consideration
|
1,328
|
|
4,024
|
|
||
Other current liabilities
|
16,525
|
|
8,933
|
|
||
Total current liabilities
|
140,350
|
|
130,609
|
|
||
Long-term liabilities:
|
|
|
||||
Long-term portion of Senior Credit Facility
|
129,500
|
|
117,750
|
|
||
Subordinated debt—affiliate
|
10,000
|
|
—
|
|
||
Contingent consideration
|
—
|
|
626
|
|
||
Other long-term liabilities
|
319
|
|
663
|
|
||
Total long-term liabilities
|
139,819
|
|
119,039
|
|
||
Total Liabilities
|
$
|
280,169
|
|
$
|
249,648
|
|
•
|
Forward contracts, which commit us 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.
|
Commodity
|
Notional
|
|
December 31, 2018
|
|
December 31, 2017
|
||
Natural Gas
|
MMBtu
|
|
8,176
|
|
|
9,191
|
|
Natural Gas Basis
|
MMBtu
|
|
115
|
|
|
—
|
|
Electricity
|
MWh
|
|
6,781
|
|
|
8,091
|
|
Commodity
|
Notional
|
|
December 31, 2018
|
|
December 31, 2017
|
||
Natural Gas
|
MMBtu
|
|
188
|
|
|
26
|
|
Natural Gas Basis
|
MMBtu
|
|
(380
|
)
|
|
(225
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
(Loss) gain on non-trading derivatives, net
|
(19,571
|
)
|
|
5,588
|
|
|
22,254
|
|
|||
Gain (loss) on trading derivatives, net
|
1,401
|
|
|
(580
|
)
|
|
153
|
|
|||
(Loss) gain on derivatives, net
|
$
|
(18,170
|
)
|
|
$
|
5,008
|
|
|
$
|
22,407
|
|
Current period settlements on non-trading derivatives
(1)
|
(9,614
|
)
|
|
16,508
|
|
|
(2,284
|
)
|
|||
Current period settlements on trading derivatives
|
(973
|
)
|
|
(199
|
)
|
|
138
|
|
|||
Total current period settlements on derivatives
(1)
|
$
|
(10,587
|
)
|
|
$
|
16,309
|
|
|
$
|
(2,146
|
)
|
|
December 31, 2018
|
||||||||||||||||||
Description
|
Gross Assets
|
|
Gross
Amounts Offset |
|
Net Assets
|
|
Cash
Collateral Offset |
|
Net Amount
Presented |
||||||||||
Non-trading commodity derivatives
|
$
|
18,649
|
|
|
$
|
(12,000
|
)
|
|
$
|
6,649
|
|
|
$
|
—
|
|
|
$
|
6,649
|
|
Trading commodity derivatives
|
734
|
|
|
(94
|
)
|
|
640
|
|
|
—
|
|
|
640
|
|
|||||
Total Current Derivative Assets
|
19,383
|
|
|
(12,094
|
)
|
|
7,289
|
|
|
—
|
|
|
7,289
|
|
|||||
Non-trading commodity derivatives
|
9,657
|
|
|
(6,381
|
)
|
|
3,276
|
|
|
—
|
|
|
3,276
|
|
|||||
Trading commodity derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Non-current Derivative Assets
|
9,657
|
|
|
(6,381
|
)
|
|
3,276
|
|
|
—
|
|
|
3,276
|
|
|||||
Total Derivative Assets
|
$
|
29,040
|
|
|
$
|
(18,475
|
)
|
|
$
|
10,565
|
|
|
$
|
—
|
|
|
$
|
10,565
|
|
Description
|
Gross
Liabilities |
|
Gross
Amounts Offset |
|
Net
Liabilities |
|
Cash
Collateral Offset |
|
Net Amount
Presented |
||||||||||
Non-trading commodity derivatives
|
$
|
(21,391
|
)
|
|
$
|
15,385
|
|
|
$
|
(6,006
|
)
|
|
$
|
—
|
|
|
$
|
(6,006
|
)
|
Trading commodity derivatives
|
(491
|
)
|
|
19
|
|
|
(472
|
)
|
|
—
|
|
|
(472
|
)
|
|||||
Total Current Derivative Liabilities
|
(21,882
|
)
|
|
15,404
|
|
|
(6,478
|
)
|
|
—
|
|
|
(6,478
|
)
|
|||||
Non-trading commodity derivatives
|
(71
|
)
|
|
40
|
|
|
(31
|
)
|
|
|
|
|
(31
|
)
|
|||||
Trading commodity derivatives
|
(135
|
)
|
|
60
|
|
|
(75
|
)
|
|
—
|
|
|
(75
|
)
|
|||||
Total Non-current Derivative Liabilities
|
(206
|
)
|
|
100
|
|
|
(106
|
)
|
|
—
|
|
|
(106
|
)
|
|||||
Total Derivative Liabilities
|
$
|
(22,088
|
)
|
|
$
|
15,504
|
|
|
$
|
(6,584
|
)
|
|
$
|
—
|
|
|
$
|
(6,584
|
)
|
|
December 31, 2017
|
||||||||||||||||||
Description
|
Gross Assets
|
|
Gross
Amounts Offset |
|
Net Assets
|
|
Cash
Collateral Offset |
|
Net Amount
Presented |
||||||||||
Non-trading commodity derivatives
|
$
|
60,167
|
|
|
$
|
(29,432
|
)
|
|
$
|
30,735
|
|
|
$
|
—
|
|
|
$
|
30,735
|
|
Trading commodity derivatives
|
918
|
|
|
(462
|
)
|
|
456
|
|
|
—
|
|
|
456
|
|
|||||
Total Current Derivative Assets
|
61,085
|
|
|
(29,894
|
)
|
|
31,191
|
|
|
—
|
|
|
31,191
|
|
|||||
Non-trading commodity derivatives
|
16,055
|
|
|
(12,746
|
)
|
|
3,309
|
|
|
—
|
|
|
3,309
|
|
|||||
Trading commodity derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Non-current Derivative Assets
|
16,055
|
|
|
(12,746
|
)
|
|
3,309
|
|
|
—
|
|
|
3,309
|
|
|||||
Total Derivative Assets
|
$
|
77,140
|
|
|
$
|
(42,640
|
)
|
|
$
|
34,500
|
|
|
$
|
—
|
|
|
$
|
34,500
|
|
Description
|
Gross
Liabilities |
|
Gross
Amounts Offset |
|
Net
Liabilities |
|
Cash
Collateral Offset |
|
Net Amount
Presented |
||||||||||
Non-trading commodity derivatives
|
$
|
(4,517
|
)
|
|
$
|
3,059
|
|
|
$
|
(1,458
|
)
|
|
$
|
65
|
|
|
$
|
(1,393
|
)
|
Trading commodity derivatives
|
(517
|
)
|
|
273
|
|
|
(244
|
)
|
|
—
|
|
|
(244
|
)
|
|||||
Total Current Derivative Liabilities
|
(5,034
|
)
|
|
3,332
|
|
|
(1,702
|
)
|
|
65
|
|
|
(1,637
|
)
|
|||||
Non-trading commodity derivatives
|
(676
|
)
|
|
732
|
|
|
56
|
|
|
—
|
|
|
56
|
|
|||||
Trading commodity derivatives
|
(566
|
)
|
|
18
|
|
|
(548
|
)
|
|
—
|
|
|
(548
|
)
|
|||||
Total Non-current Derivative Liabilities
|
(1,242
|
)
|
|
750
|
|
|
(492
|
)
|
|
—
|
|
|
(492
|
)
|
|||||
Total Derivative Liabilities
|
$
|
(6,276
|
)
|
|
$
|
4,082
|
|
|
$
|
(2,194
|
)
|
|
$
|
65
|
|
|
$
|
(2,129
|
)
|
|
Estimated
useful lives (years) |
|
December 31, 2018
|
|
December 31, 2017
|
||||
Information technology
|
2 – 5
|
|
$
|
34,611
|
|
|
$
|
34,103
|
|
Leasehold improvements
|
2 – 5
|
|
4,568
|
|
|
4,568
|
|
||
Furniture and fixtures
|
2 – 5
|
|
1,964
|
|
|
1,964
|
|
||
Building improvements
|
2 – 5
|
|
268
|
|
|
809
|
|
||
Total
|
|
|
41,411
|
|
|
41,444
|
|
||
Accumulated depreciation
|
|
|
(37,045
|
)
|
|
(33,169
|
)
|
||
Property and equipment—net
|
|
|
$
|
4,366
|
|
|
$
|
8,275
|
|
|
|
|
|
||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
Goodwill
|
$
|
120,343
|
|
|
$
|
120,154
|
|
Customer Relationships
— Acquired
|
|
|
|
||||
Cost
|
$
|
99,402
|
|
|
$
|
93,371
|
|
Accumulated amortization
|
(63,208
|
)
|
|
(46,681
|
)
|
||
Customer Relationships
—Acquired & Non-Compete Agreements, net
|
$
|
36,194
|
|
|
$
|
46,690
|
|
Customer Relationships
—Other
|
|
|
|
||||
Cost
|
$
|
16,155
|
|
|
$
|
12,336
|
|
Accumulated amortization
|
(9,290
|
)
|
|
(5,534
|
)
|
||
Customer Relationships
—Other, net
|
$
|
6,865
|
|
|
$
|
6,802
|
|
Trademarks
|
|
|
|
||||
Cost
|
$
|
9,770
|
|
|
$
|
9,770
|
|
Accumulated amortization
|
(2,483
|
)
|
|
(1,212
|
)
|
||
Trademarks, net
|
$
|
7,287
|
|
|
$
|
8,558
|
|
|
Goodwill
|
|
Customer Relationships— Acquired & Non-Compete Agreements
|
|
Customer Relationships
— Other
|
|
Trademarks
|
||||||||
Balance at December 31, 2015
|
$
|
18,379
|
|
|
$
|
10,380
|
|
|
$
|
3,049
|
|
|
$
|
1,194
|
|
Acquisition of Provider Companies
|
26,040
|
|
|
24,417
|
|
|
—
|
|
|
529
|
|
||||
Acquisition of Major Energy Companies
|
34,728
|
|
|
24,271
|
|
|
—
|
|
|
4,973
|
|
||||
Amortization expense
|
—
|
|
|
(27,157
|
)
|
|
(1,437
|
)
|
|
(357
|
)
|
||||
Balance at December 31, 2016
|
$
|
79,147
|
|
|
$
|
31,911
|
|
|
$
|
1,612
|
|
|
$
|
6,339
|
|
Adjustments
(1)
|
$
|
260
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Acquisition of Perigee
|
1,540
|
|
|
1,100
|
|
|
—
|
|
|
—
|
|
||||
Acquisition of Verde
|
39,207
|
|
|
28,700
|
|
|
—
|
|
|
3,000
|
|
||||
Additions (Other)
|
—
|
|
|
—
|
|
|
8,016
|
|
|
—
|
|
||||
Amortization expense
|
—
|
|
|
(15,021
|
)
|
|
(2,826
|
)
|
|
(781
|
)
|
||||
Balance at December 31, 2017
|
$
|
120,154
|
|
|
$
|
46,690
|
|
|
$
|
6,802
|
|
|
$
|
8,558
|
|
Additions
|
—
|
|
|
6,205
|
|
|
3,818
|
|
|
—
|
|
||||
Adjustments
(1)
|
189
|
|
|
(174
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization
|
—
|
|
|
(16,527
|
)
|
|
(3,755
|
)
|
|
(1,271
|
)
|
||||
Balance at December 31, 2018
|
$
|
120,343
|
|
|
$
|
36,194
|
|
|
$
|
6,865
|
|
|
$
|
7,287
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Current:
|
|
|
|
||||
Senior Credit Facility—Bridge Loan
(1)
|
$
|
—
|
|
|
$
|
7,500
|
|
Note Payable—Verde
|
6,936
|
|
|
13,443
|
|
||
Total current portion of debt
|
6,936
|
|
|
20,943
|
|
||
Long-term debt:
|
|
|
|
||||
Senior Credit Facility
(1) (2)
|
129,500
|
|
|
117,750
|
|
||
Subordinated Debt
|
10,000
|
|
|
—
|
|
||
Note Payable—Verde
|
—
|
|
|
7,051
|
|
||
Total long-term debt
|
139,500
|
|
|
124,801
|
|
||
Total debt
|
$
|
146,436
|
|
|
$
|
145,744
|
|
|
Years Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Senior Credit Facility
|
$
|
5,300
|
|
|
$
|
3,275
|
|
|
$
|
1,730
|
|
Accretion related to Earnouts
|
—
|
|
|
4,108
|
|
|
5,060
|
|
|||
Letters of credit fees and commitment fees
|
1,604
|
|
|
1,125
|
|
|
883
|
|
|||
Amortization of deferred financing costs
|
1,291
|
|
|
1,035
|
|
|
668
|
|
|||
Convertible subordinated notes to affiliate
|
—
|
|
|
1,052
|
|
|
518
|
|
|||
Subordinated debt
|
26
|
|
|
167
|
|
|
—
|
|
|||
Verde promissory note
|
1,189
|
|
|
372
|
|
|
—
|
|
|||
Interest expense
|
$
|
9,410
|
|
|
$
|
11,134
|
|
|
$
|
8,859
|
|
•
|
Minimum Fixed Charge Coverage Ratio
. We must maintain a minimum fixed charge coverage ratio of not less than
1.25
to 1.00. The Fixed Charge Coverage Ratio is defined as the ratio of (a) Adjusted EBITDA to (b) the sum of consolidated (with respect to the Company and the Co-Borrowers) interest expense (other than interest paid-in-kind in respect of certain subordinated debt but including interest in respect of that certain promissory note made by CenStar in connection with the permitted acquisition from Verde Energy USA Holdings, LLC, letter of credit fees, commitment fees, acquisition earn-out payments (excluding earnout payments funded with proceeds from newly issued preferred or common equity), distributions, the aggregate amount of repurchases of our Class A common stock, Series A Preferred Stock, or commitments for such purchases, taxes and scheduled amortization payments.
|
•
|
Maximum Total Leverage Ratio
. We must maintain a ratio of total indebtedness (excluding eligible subordinated debt and letter of credit obligations) to Adjusted EBITDA of no more than
2.50
to 1.00.
|
•
|
Maximum Senior Secured Leverage Ratio
. We must maintain a Senior Secured Leverage Ratio of no more than
1.85
to 1.00. The Senior Secured Leverage Ratio is defined as the ratio of (a) all indebtedness of the loan parties on a consolidated basis that is secured by a lien on any property of any loan party (including the effective amount of all loans then outstanding (but, in any case, limited to
50%
of the effective amount of letter of credit obligations attributable to performance standby letters of credit) but excluding subordinated debt permitted by the Credit Agreement as amended) to (b) Adjusted EBITDA.
|
•
|
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. The Level 3 category includes estimated earnout obligations related to our acquisitions.
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Non-trading commodity derivative assets
|
$
|
104
|
|
|
$
|
9,821
|
|
|
$
|
—
|
|
|
$
|
9,925
|
|
Trading commodity derivative assets
|
44
|
|
|
596
|
|
|
—
|
|
|
640
|
|
||||
Total commodity derivative assets
|
$
|
148
|
|
|
$
|
10,417
|
|
|
$
|
—
|
|
|
$
|
10,565
|
|
Non-trading commodity derivative liabilities
|
$
|
(352
|
)
|
|
$
|
(5,685
|
)
|
|
$
|
—
|
|
|
$
|
(6,037
|
)
|
Trading commodity derivative liabilities
|
(75
|
)
|
|
(472
|
)
|
|
—
|
|
|
(547
|
)
|
||||
Total commodity derivative liabilities
|
$
|
(427
|
)
|
|
$
|
(6,157
|
)
|
|
$
|
—
|
|
|
$
|
(6,584
|
)
|
Contingent payment arrangement
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,328
|
|
|
$
|
1,328
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Non-trading commodity derivative assets
|
$
|
158
|
|
|
$
|
33,886
|
|
|
$
|
—
|
|
|
$
|
34,044
|
|
Trading commodity derivative assets
|
—
|
|
|
456
|
|
|
—
|
|
|
456
|
|
||||
Total commodity derivative assets
|
$
|
158
|
|
|
$
|
34,342
|
|
|
$
|
—
|
|
|
$
|
34,500
|
|
Non-trading commodity derivative liabilities
|
$
|
(387
|
)
|
|
$
|
(950
|
)
|
|
$
|
—
|
|
|
$
|
(1,337
|
)
|
Trading commodity derivative liabilities
|
(555
|
)
|
|
(237
|
)
|
|
—
|
|
|
(792
|
)
|
||||
Total commodity derivative liabilities
|
$
|
(942
|
)
|
|
$
|
(1,187
|
)
|
|
$
|
—
|
|
|
$
|
(2,129
|
)
|
Contingent payment arrangement
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(4,650
|
)
|
|
$
|
(4,650
|
)
|
|
|
Major Earnout and Stock Earnout
|
|
Provider Earnout
|
|
Verde Earnout
|
|
Total
|
||||||||
Fair Value at December 31, 2016
|
|
$
|
17,760
|
|
|
$
|
4,893
|
|
|
$
|
—
|
|
|
$
|
22,653
|
|
Purchase price consideration
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,400
|
|
|
$
|
5,400
|
|
Change in fair value of contingent consideration, net
|
|
(9,555
|
)
|
|
500
|
|
|
347
|
|
|
(8,708
|
)
|
||||
Accretion of contingent earnout consideration (included within interest expense)
|
|
3,848
|
|
|
107
|
|
|
153
|
|
|
4,108
|
|
||||
Payments and settlements
(1)
|
|
(7,403
|
)
|
|
(5,500
|
)
|
|
(5,900
|
)
|
|
(18,803
|
)
|
||||
Fair Value at December 31, 2017
|
|
$
|
4,650
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,650
|
|
Change in fair value of contingent consideration, net
|
|
$
|
(1,715
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,715
|
)
|
Payments and settlements
|
|
(1,607
|
)
|
|
—
|
|
|
—
|
|
|
(1,607
|
)
|
||||
Fair Value at December 31, 2018
|
|
$
|
1,328
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,328
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares (in thousands)
|
Weighted Average Grant Date Fair Value
|
|||
Unvested at December 31, 2017
|
640
|
|
$
|
11.56
|
|
Granted
|
567
|
|
9.34
|
|
|
Dividend reinvestment issuances
|
53
|
|
9.11
|
|
|
Vested
|
(324
|
)
|
10.61
|
|
|
Forfeited
|
(109
|
)
|
12.75
|
|
|
Unvested at December 31, 2018
|
827
|
|
$
|
10.09
|
|
–
|
the consummation of an agreement to acquire or tender offer for beneficial ownership by any person, of
50%
or more of the combined voting power of our outstanding voting securities entitled to vote generally in the election of directors, or by any person of
90%
or more of the then total outstanding shares of Class A common stock;
|
–
|
individuals who constitute the incumbent board cease for any reason to constitute at least a majority of the board;
|
–
|
consummation of certain reorganizations, mergers or consolidations or a sale or other disposition of all or substantially all of our assets;
|
–
|
approval by our stockholders of a complete liquidation or dissolution;
|
–
|
a public offering or series of public offerings by Retailco and its affiliates, as a selling shareholder group, in which their total interest drops below
10 million
of our total outstanding voting securities;
|
–
|
a disposition by Retailco and its affiliates in which their total interest drops below
10 million
of our total outstanding voting securities; or
|
–
|
any other business combination, liquidation event of Retailco and its affiliates or restructuring of us which the Compensation Committee deems in its discretion to achieve the principles of a Change in Control.
|
|
Number of Shares (in thousands)
|
Weighted Average Reporting Date Fair Value
|
|||
Unvested at December 31, 2017
|
224
|
|
$
|
12.40
|
|
Granted
|
28
|
|
7.43
|
|
|
Dividend reinvestment issuances
|
8
|
|
7.43
|
|
|
Vested
|
(70
|
)
|
10.19
|
|
|
Forfeited
|
(122
|
)
|
11.17
|
|
|
Unvested at December 31, 2018
|
68
|
|
$
|
7.43
|
|
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
3,862
|
|
|
$
|
6,992
|
|
|
$
|
5,361
|
|
State
|
|
1,099
|
|
|
1,952
|
|
|
1,683
|
|
|||
Total Current
|
|
4,961
|
|
|
8,944
|
|
|
7,044
|
|
|||
|
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
(2,792
|
)
|
|
27,820
|
|
|
2,944
|
|
|||
State
|
|
(92
|
)
|
|
2,001
|
|
|
438
|
|
|||
Total Deferred
|
|
(2,884
|
)
|
|
29,821
|
|
|
3,382
|
|
|||
Provision for income taxes
|
|
$
|
2,077
|
|
|
$
|
38,765
|
|
|
$
|
10,426
|
|
(in thousands)
|
2018
|
2017
|
||||
Expected provision at federal statutory rate
|
$
|
(2,586
|
)
|
$
|
39,833
|
|
Increase (decrease) resulting from:
|
|
|
||||
Non-controlling interest
|
1,738
|
|
(19,810
|
)
|
||
Class A Preferred Stock dividends
|
1,579
|
|
1,758
|
|
||
Impact of U.S. Tax Reform
|
—
|
|
14,454
|
|
||
Intra-entity transfer of customer contracts
|
473
|
|
—
|
|
||
State income taxes, net of federal income tax effect
|
428
|
|
2,569
|
|
||
Non-deductible expenses
|
256
|
|
234
|
|
||
Other
|
189
|
|
(273
|
)
|
||
Provision for income taxes
|
$
|
2,077
|
|
$
|
38,765
|
|
(in thousands)
|
2018
|
2017
|
||||
Deferred Tax Assets:
|
|
|
||||
Investment in Spark HoldCo
|
$
|
22,251
|
|
$
|
16,132
|
|
Benefit of TRA Liability
|
7,016
|
|
8,175
|
|
||
Federal net operating loss carryforward
|
—
|
|
660
|
|
||
State net operating loss carryforward
|
—
|
|
166
|
|
||
Other
|
78
|
|
—
|
|
||
Total deferred tax assets
|
29,345
|
|
25,133
|
|
||
|
|
|
||||
Deferred Tax Liabilities:
|
|
|
||||
Derivative liabilities
|
(715
|
)
|
(811
|
)
|
||
Intangibles
|
(849
|
)
|
(2,287
|
)
|
||
Property and equipment
|
(460
|
)
|
—
|
|
||
Other
|
—
|
|
(58
|
)
|
||
Total deferred tax liabilities
|
(2,024
|
)
|
(3,156
|
)
|
||
Total deferred tax assets/liabilities
|
$
|
27,321
|
|
$
|
21,977
|
|
•
|
“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 us to receive distributions of cash equal to (i) the targeted quarterly distribution we intend to pay to holders of our Class A common and Series A Preferred Stock payable during the applicable four-quarter period, plus (ii) the estimated taxes payable by us 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.
|
|
|
Years Ended December 31,
|
||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Reconciliation of Retail Gross Margin to Income before taxes
|
|
|
|
|
|
|
||||||
(Loss) income before income tax expense
|
|
$
|
(12,315
|
)
|
|
$
|
113,809
|
|
|
$
|
76,099
|
|
Change in Tax Receivable Agreement Liability
|
|
—
|
|
|
(22,267
|
)
|
|
—
|
|
|||
Interest and other income
|
|
(749
|
)
|
|
(256
|
)
|
|
(957
|
)
|
|||
Interest expense
|
|
9,410
|
|
|
11,134
|
|
|
8,859
|
|
|||
Operating (loss) income
|
|
(3,654
|
)
|
|
102,420
|
|
|
84,001
|
|
|||
Depreciation and amortization
|
|
52,658
|
|
|
42,341
|
|
|
32,788
|
|
|||
General and administrative
|
|
111,431
|
|
|
101,127
|
|
|
84,964
|
|
|||
Less:
|
|
|
|
|
|
|
|
|
||||
Net asset optimization revenue (expenses)
|
|
4,511
|
|
|
(717
|
)
|
|
(586
|
)
|
|||
Net, (losses) gain on non-trading derivative instruments
|
|
(19,571
|
)
|
|
5,588
|
|
|
22,254
|
|
|||
Net, Cash settlements on non-trading derivative instruments
|
|
(9,614
|
)
|
|
16,508
|
|
|
(2,284
|
)
|
|||
Retail Gross Margin
|
|
$
|
185,109
|
|
|
$
|
224,509
|
|
|
$
|
182,369
|
|
Year Ended December 31,
|
|||||||||||||||||||
2018
|
Retail
Electricity |
|
Retail
Natural Gas |
|
Corporate
and Other |
|
Eliminations
|
|
Consolidated
|
||||||||||
Total Revenues
|
$
|
863,451
|
|
|
$
|
137,966
|
|
|
$
|
4,511
|
|
|
$
|
—
|
|
|
$
|
1,005,928
|
|
Retail cost of revenues
|
762,771
|
|
|
82,722
|
|
|
—
|
|
|
—
|
|
|
845,493
|
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net asset optimization revenue
|
—
|
|
|
—
|
|
|
4,511
|
|
|
—
|
|
|
4,511
|
|
|||||
Net, Losses on non-trading derivative instruments
|
(15,200
|
)
|
|
(4,371
|
)
|
|
—
|
|
|
—
|
|
|
(19,571
|
)
|
|||||
Current period settlements on non-trading derivatives
|
(8,788
|
)
|
|
(826
|
)
|
|
—
|
|
|
—
|
|
|
(9,614
|
)
|
|||||
Retail gross margin
|
$
|
124,668
|
|
|
$
|
60,441
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
185,109
|
|
Total Assets
|
$
|
1,857,790
|
|
|
$
|
649,969
|
|
|
$
|
361,697
|
|
|
$
|
(2,380,718
|
)
|
|
$
|
488,738
|
|
Goodwill
|
$
|
117,813
|
|
|
$
|
2,530
|
|
|
|
|
|
|
|
|
$
|
120,343
|
|
Year Ended December 31,
|
|||||||||||||||||||
2017
|
Retail
Electricity |
|
Retail
Natural Gas |
|
Corporate
and Other |
|
Eliminations
|
|
Consolidated
|
||||||||||
Total Revenues
(1)
|
$
|
657,566
|
|
|
$
|
141,206
|
|
|
$
|
(717
|
)
|
|
$
|
—
|
|
|
$
|
798,055
|
|
Retail cost of revenues
|
477,012
|
|
|
75,155
|
|
|
—
|
|
|
—
|
|
|
552,167
|
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net asset optimization expense
(1)
|
—
|
|
|
—
|
|
|
(717
|
)
|
|
—
|
|
|
(717
|
)
|
|||||
Net, Gains (losses) on non-trading derivative instruments
|
5,784
|
|
|
(196
|
)
|
|
—
|
|
|
—
|
|
|
5,588
|
|
|||||
Current period settlements on non-trading derivatives
|
16,302
|
|
|
206
|
|
|
—
|
|
|
—
|
|
|
16,508
|
|
|||||
Retail gross margin
|
$
|
158,468
|
|
|
$
|
66,041
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
224,509
|
|
Total Assets
(2)
|
$
|
1,218,243
|
|
|
$
|
421,896
|
|
|
$
|
281,176
|
|
|
$
|
(1,417,574
|
)
|
|
$
|
503,741
|
|
Goodwill
|
$
|
117,624
|
|
|
$
|
2,530
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
120,154
|
|
Year Ended December 31,
|
|||||||||||||||||||
2016
|
Retail
Electricity |
|
Retail
Natural Gas |
|
Corporate
and Other |
|
Eliminations
|
|
Consolidated
|
||||||||||
Total Revenues
(1)
|
$
|
417,229
|
|
|
$
|
130,054
|
|
|
$
|
(586
|
)
|
|
$
|
—
|
|
|
$
|
546,697
|
|
Retail cost of revenues
|
286,795
|
|
|
58,149
|
|
|
—
|
|
|
—
|
|
|
344,944
|
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net asset optimization expense
(1)
|
—
|
|
|
—
|
|
|
(586
|
)
|
|
—
|
|
|
(586
|
)
|
|||||
Net, Gains on non-trading derivative instruments
|
17,187
|
|
|
5,067
|
|
|
—
|
|
|
—
|
|
|
22,254
|
|
|||||
Current period settlements on non-trading derivatives
|
(4,889
|
)
|
|
2,605
|
|
|
—
|
|
|
—
|
|
|
(2,284
|
)
|
|||||
Retail gross margin
|
$
|
118,136
|
|
|
$
|
64,233
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
182,369
|
|
Total Assets
(2)
|
$
|
551,338
|
|
|
$
|
242,739
|
|
|
$
|
192,101
|
|
|
$
|
(618,429
|
)
|
|
$
|
367,749
|
|
Goodwill
|
$
|
76,617
|
|
|
$
|
2,530
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
79,147
|
|
|
Quarter Ended
|
||||||||||||||
|
2018
|
||||||||||||||
|
December 31, 2018
|
|
September 30,
2018 |
|
June 30,
2018 |
|
March 31,
2018 |
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Total Revenues
|
$
|
228,514
|
|
|
$
|
258,475
|
|
|
$
|
232,251
|
|
|
$
|
286,688
|
|
Operating (loss) income
|
(11,795
|
)
|
|
25,454
|
|
|
28,941
|
|
|
(46,254
|
)
|
||||
Net (loss) income
|
(15,315
|
)
|
|
18,827
|
|
|
23,927
|
|
|
(41,831
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net (loss) income attributable to Spark Energy, Inc. stockholders (As reported)
|
—
|
|
|
5,609
|
|
|
7,500
|
|
|
(12,326
|
)
|
||||
Adjustments
|
—
|
|
|
1,158
|
|
|
1,285
|
|
|
1,221
|
|
||||
Net (loss) income attributable to Spark Energy, Inc. stockholders (As adjusted)
|
(5,633
|
)
|
|
6,767
|
|
|
8,785
|
|
|
(11,105
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net (loss) income attributable to stockholders of Class A common stock (As reported)
|
—
|
|
|
3,582
|
|
|
5,473
|
|
|
(14,353
|
)
|
||||
Adjustments
|
$
|
—
|
|
|
1,158
|
|
|
1,284
|
|
|
1,221
|
|
|||
Net (loss) income attributable to stockholders of Class A common stock (As adjusted)
|
(7,660
|
)
|
|
4,740
|
|
|
6,757
|
|
|
(13,132
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net (loss) income attributable to Spark Energy, Inc. per common share
—
basic (As reported)
|
$
|
—
|
|
|
$
|
0.27
|
|
|
$
|
0.41
|
|
|
$
|
(1.09
|
)
|
Adjustments
|
$
|
—
|
|
|
$
|
0.08
|
|
|
$
|
0.10
|
|
|
$
|
0.09
|
|
Net (loss) income attributable to Spark Energy, Inc. per common share—basic (As adjusted)
|
$
|
0.56
|
|
|
$
|
0.35
|
|
|
$
|
0.51
|
|
|
$
|
(1.00
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net (loss) income attributable to Spark Energy, Inc. per common share
—
diluted (As reported)
|
$
|
—
|
|
|
$
|
0.27
|
|
|
$
|
0.41
|
|
|
$
|
(1.09
|
)
|
Adjustments
|
$
|
—
|
|
|
$
|
0.08
|
|
|
$
|
0.10
|
|
|
$
|
0.05
|
|
Net (loss) income attributable to Spark Energy, Inc. per common share—diluted (As adjusted)
|
$
|
0.58
|
|
|
$
|
0.35
|
|
|
$
|
0.51
|
|
|
$
|
(1.04
|
)
|
|
Quarter Ended
|
||||||||||||||
|
2017
|
||||||||||||||
|
December 31, 2017
|
|
September 30,
2017 |
|
June 30,
2017 |
|
March 31,
2017 |
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Total Revenues
|
$
|
234,776
|
|
|
$
|
215,536
|
|
|
$
|
151,436
|
|
|
$
|
196,307
|
|
Operating income
|
59,752
|
|
|
18,088
|
|
|
7,797
|
|
|
16,783
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
47,536
|
|
|
12,942
|
|
|
4,671
|
|
|
11,132
|
|
||||
Adjustments
|
(1,237
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income (As adjusted)
|
46,299
|
|
|
12,942
|
|
|
4,671
|
|
|
11,132
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Spark Energy, Inc. stockholders
|
13,158
|
|
|
2,347
|
|
|
1,079
|
|
|
2,270
|
|
||||
Adjustments
|
(698
|
)
|
|
533
|
|
|
501
|
|
|
55
|
|
||||
Net income attributable to Spark Energy, Inc. stockholders (As adjusted)
|
12,460
|
|
|
2,880
|
|
|
1,580
|
|
|
2,325
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income attributable to stockholders of Class A common stock
|
12,226
|
|
|
1,415
|
|
|
88
|
|
|
2,087
|
|
||||
Adjustments
|
(698
|
)
|
|
533
|
|
|
501
|
|
|
55
|
|
||||
Net income attributable to stockholders of Class A common stock (As adjusted)
|
11,528
|
|
|
1,948
|
|
|
589
|
|
|
2,142
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Spark Energy, Inc. per common share
—
basic
|
$
|
0.92
|
|
|
$
|
0.11
|
|
|
$
|
0.01
|
|
|
$
|
0.16
|
|
Adjustments
|
$
|
(0.05
|
)
|
|
$
|
0.04
|
|
|
$
|
0.07
|
|
|
$
|
—
|
|
Net income attributable to Spark Energy, Inc. per common share—basic (As adjusted)
|
$
|
0.87
|
|
|
$
|
0.15
|
|
|
$
|
0.08
|
|
|
$
|
0.16
|
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Spark Energy, Inc. per common share
—
diluted
|
$
|
0.92
|
|
|
$
|
0.11
|
|
|
$
|
0.01
|
|
|
$
|
0.16
|
|
Adjustments
|
$
|
(0.05
|
)
|
|
$
|
0.04
|
|
|
$
|
0.06
|
|
|
$
|
—
|
|
Net income attributable to Spark Energy, Inc. per common share—diluted (As adjusted)
|
$
|
0.87
|
|
|
$
|
0.15
|
|
|
$
|
0.07
|
|
|
$
|
0.16
|
|
Plan category
|
(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)
|
(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)(2))
|
||
Equity compensation plans approved by the security holders
|
1,087,788
|
|
603,513
|
|
Equity compensation plans not approved by the security holders
|
—
|
|
—
|
|
Total
|
1,087,788
|
|
603,513
|
|
4.5
|
8-K
|
|
10.2
|
1/16/2018
|
001-36559
|
|
4.6
|
8-K
|
|
10.1
|
1/16/2018
|
001-36559
|
|
10.1
|
8-K
|
|
10.1
|
5/24/2017
|
001-36559
|
|
10.2
|
10-Q
|
|
10.1
|
11/3/2017
|
001-36559
|
|
10.3
|
8-K
|
|
10.1
|
7/20/2018
|
001-36559
|
|
10.4
|
8-K
|
|
10.1
|
7/9/2015
|
001-36559
|
|
|
|
|
|
|
|
|
10.5
|
10-K
|
|
10.2
|
3/24/2016
|
001-36559
|
|
|
|
|
|
|
|
|
10.6
|
10-K
|
|
10.3
|
3/24/2016
|
001-36559
|
|
|
|
|
|
|
|
|
10.7
|
10-Q
|
|
10.4
|
8/11/2016
|
001-36559
|
|
10.8
|
|
8-K
|
|
10.2
|
8/1/2016
|
001-36559
|
|
|
|
|
|
|
|
10.9
|
8-K
|
|
10.2
|
8/4/2014
|
001-36559
|
|
|
|
|
|
|
|
|
10.10+
|
10-K
|
|
10.6
|
3/24/2016
|
001-36559
|
|
|
|
|
|
|
|
|
10.11†
|
S-8
|
|
4.3
|
7/31/2014
|
333-197738
|
|
|
|
|
|
|
|
|
10.12†
|
10-Q
|
|
10.3
|
11/10/2016
|
001-36559
|
|
10.13†
|
S-1
|
|
10.4
|
6/30/2014
|
333-196375
|
|
|
|
|
|
|
|
|
10.14†
|
S-1
|
|
10.5
|
6/30/2014
|
333-196375
|
|
|
|
|
|
|
|
|
10.15†
|
10-Q
|
|
10.5
|
8/3/2018
|
001-36559
|
|
|
||||||
10.16
|
10-Q
|
|
10.5
|
5/8/2017
|
001-36559
|
|
10.17
|
8-K
|
|
10.1
|
1/26/2018
|
001-36559
|
|
10.18†
|
8-K
|
|
10.5
|
8/4/2014
|
001-36559
|
|
|
|
|||||
10.19†
|
8-K
|
|
10.6
|
8/4/2014
|
001-36559
|
|
|
|
|
|
|
|
|
10.20†
|
|
|
|
|
|
|
|
|
|||||
10.21†
|
8-K
|
|
10.10
|
8/4/2014
|
001-36559
|
|
|
|
|
|
|
|
|
10.22†
|
8-K
|
|
10.12
|
8/4/2014
|
001-36559
|
|
|
|
|||||
10.23†
|
8-K
|
|
10.2
|
5/27/2016
|
001-36559
|
|
|
|
|
|
|
|
|
10.24†
|
8-K
|
|
10.1
|
5/27/2016
|
001-36559
|
10.25†
|
8-K
|
|
10.3
|
6/3/2016
|
001-36559
|
|
10.26
|
8-K
|
|
10.4
|
8/4/2014
|
001-36559
|
|
|
|
|
|
|
|
|
10.27
|
8-K
|
|
4.1
|
8/4/2014
|
001-36559
|
|
|
|
|
|
|
|
|
10.28†
|
8-K
|
|
10.1
|
4/20/2015
|
001-36559
|
|
|
|
|
|
|
|
|
10.29†
|
8-K
|
|
10.4
|
4/20/2015
|
001-36559
|
|
|
|
|
|
|
|
|
10.30†
|
8-K
|
|
10.1
|
8/4/2015
|
001-36559
|
|
|
|
|
|
|
|
|
10.31†
|
8-K
|
|
10.1
|
6/3/2016
|
001-36559
|
|
10.32†
|
10-Q
|
|
10.2
|
8/3/2018
|
001-36559
|
|
10.33†
|
10-Q
|
|
10.3
|
8/3/2018
|
001-36559
|
|
10.34†
|
10-Q
|
|
10.4
|
8/3/2018
|
001-36559
|
|
10.35†
|
10-Q
|
|
10.1
|
12/14/2018
|
001-36559
|
|
10.36
|
10-Q
|
|
10.5
|
5/14/2015
|
001-36559
|
|
|
|
|
|
|
|
|
10.37
|
10-Q
|
|
10.1
|
5/5/2016
|
001-36559
|
|
10.38
|
8-K
|
|
10.1
|
8/1/2016
|
001-36559
|
|
10.39
|
8-K
|
|
10.1
|
12/30/2016
|
001-36559
|
|
10.40
|
10-K
|
|
10.43
|
3/9/2018
|
001-36559
|
|
16.1
|
8-K
|
|
16.1
|
8/16/2018
|
001-36559
|
|
21.1*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.1*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.2 *
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
March 4, 2019
|
Spark Energy, Inc.
|
||||
|
By:
|
|
/s/ Robert Lane
|
||
|
|
|
Robert Lane
|
||
|
|
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
||
|
|
||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities indicated on March 4, 2019:
|
|||||
|
|
|
|||
|
By:
|
|
/s/ Nathan Kroeker
|
||
|
|
|
Nathan Kroeker
|
||
|
|
|
Director, President and Chief Executive Officer (Principal Executive Officer)
|
||
|
|
|
|
|
|
|
|
|
/s/ W. Keith Maxwell III
|
||
|
|
|
W. Keith Maxwell III
|
||
|
|
|
Chairman of the Board of Directors, Director
|
||
|
|
|
|
|
|
|
|
|
/s/ Robert Lane
|
||
|
|
|
Robert Lane
|
||
|
|
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
||
|
|
|
|
|
|
|
|
|
/s/ James G. Jones II
|
||
|
|
|
James G. Jones II
|
||
|
|
|
Director
|
||
|
|
|
|
|
|
|
|
|
/s/ Nick Evans Jr.
|
||
|
|
|
Nick Evans Jr.
|
||
|
|
|
Director
|
||
|
|
|
|
|
|
|
|
|
/s/ Kenneth M. Hartwick
|
||
|
|
|
Kenneth M. Hartwick
|
||
|
|
|
Director
|
Entity
|
|
|
|
Jurisdiction
|
Spark HoldCo, LLC
|
|
|
|
Delaware
|
|
|
|
|
|
Spark Energy Gas, LLC
|
|
|
|
Texas
|
|
|
|
|
|
Spark Energy, LLC
|
|
|
|
Texas
|
|
|
|
|
|
Oasis Power Holdings, LLC
|
|
|
|
Texas
|
|
|
|
|
|
Oasis Power, LLC
|
|
|
|
Texas
|
|
|
|
|
|
CenStar Energy Corp.
|
|
|
|
New York
|
|
|
|
|
|
CenStar Operating Company, LLC
|
|
|
|
Texas
|
|
|
|
|
|
Major Energy Services LLC
|
|
|
|
New York
|
|
|
|
|
|
Major Energy Electric Services LLC
|
|
|
|
New York
|
|
|
|
|
|
Respond Power LLC
|
|
|
|
New York
|
|
|
|
|
|
Electricity Maine, LLC
|
|
|
|
Maine
|
|
|
|
|
|
Electricity N.H., LLC
|
|
|
|
Maine
|
|
|
|
|
|
Provider Power Mass, LLC
|
|
|
|
Maine
|
|
|
|
|
|
Perigee Energy, LLC
|
|
|
|
Texas
|
|
|
|
|
|
Verde Energy USA, Inc.
|
|
|
|
Delaware
|
|
|
|
|
|
Verde Energy USA Connecticut, LLC
|
|
|
|
Delaware
|
|
|
|
|
|
Verde Energy USA DC, LLC
|
|
|
|
Delaware
|
|
|
|
|
|
Verde Energy USA Illinois, LLC
|
|
|
|
Delaware
|
|
|
|
|
|
Verde Energy USA Maryland, LLC
|
|
|
|
Delaware
|
|
|
|
|
|
Verde Energy USA Massachusetts, LLC
|
|
|
|
Delaware
|
|
|
|
|
|
Verde Energy USA New Jersey, LLC
|
|
|
|
Delaware
|
|
|
|
|
|
Verde Energy USA New York, LLC
|
|
|
|
Delaware
|
|
|
|
|
|
Verde Energy USA Ohio, LLC
|
|
|
|
Delaware
|
|
|
|
|
|
Verde Energy USA Pennsylvania, LLC
|
|
|
|
Delaware
|
|
|
|
|
|
Verde Energy Solutions, LLC
|
|
|
|
Delaware
|
|
|
|
|
|
Verde Energy USA Trading, LLC
|
|
|
|
Delaware
|
|
|
|
|
|
Verde Energy USA Texas Holdings, LLC
|
|
|
|
Delaware
|
|
|
|
|
|
Verde Energy USA Commodities, LLC
|
|
|
|
Delaware
|
|
|
|
|
|
Verde Energy USA Texas, LLC
|
|
|
|
Texas
|
|
|
|
|
|
Hiko Energy, LLC
|
|
|
|
New York
|
(1)
|
Registration Statement (Form S-3 No. 333-214023) of Spark Energy, Inc.,
|
(2)
|
Registration Statement (Form S-8 No. 333-197738) pertaining to the Long-Term Incentive Plan of Spark Energy, Inc.
|
1.
|
The Annual 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 Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/Nathan Kroeker
|
||
Nathan Kroeker
|
||
Chief Executive Officer & President
|
/s/Robert Lane
|
||
Robert Lane
|
||
Chief Financial Officer
|