0001606268-17-000006.txt : 20170111 0001606268-17-000006.hdr.sgml : 20170111 20170111110341 ACCESSION NUMBER: 0001606268-17-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170110 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170111 DATE AS OF CHANGE: 20170111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spark Energy, Inc. CENTRAL INDEX KEY: 0001606268 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 465453215 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36559 FILM NUMBER: 17522303 BUSINESS ADDRESS: STREET 1: 12140 WICKCHESTER LANE STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: (713) 600-2600 MAIL ADDRESS: STREET 1: 12140 WICKCHESTER LANE STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77079 8-K 1 january102017form8kre2017g.htm FORM 8-K 2017 EARNINGS GUIDANCE Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 10, 2017

Spark Energy, Inc.
(Exact Name of Registrant as Specified in its Charter)

 
 
 
 
 
 
Delaware
 
001-36559
 
46-5453215
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification Number)

12140 Wickchester Lane, Suite 100
Houston, Texas 77079
(Address of Principal Executive Offices)
(Zip Code)

(713) 600-2600
(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
 
 
 
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

Item 7.01 Regulation FD Disclosure.

On January 10, 2017 Spark Energy, Inc. (the “Company”) issued a press release announcing 2017 Adjusted EBITDA guidance (the “Press Release”). The Press Release is being furnished as Exhibit 99.1 to this Current Report and is incorporated by reference herein.
Information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purpose of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Exchange Act of 1933, as amended, regardless of any general incorporation language in any such filings.


Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.
Description
 
 
99.1
Press Release of Spark Energy, Inc. dated January 10, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 11, 2017
 
 
 
 
Spark Energy, Inc.
 
By:
 
/s/ Gil Melman
Name:
 
Gil Melman
Title:
 
Vice President and General Counsel


Exhibit No.
Description
 
 
99.1
Press Release of Spark Energy, Inc. dated January 10, 2017



EX-99.1 2 a2017_guidancexfinal.htm EXHIBIT 99.1 PRESS RELEASE Exhibit

SPARK ENERGY, INC. RAISES 2017 ADJUSTED EBITDA GUIDANCE OVER 2016 TO $90.0MM - $100.0MM
HOUSTON, Jan. 10, 2017 (GLOBE NEWSWIRE) -- Spark Energy, Inc. (NASDAQ: SPKE), a Delaware corporation (“Spark” or the “Company”), announced today its Adjusted EBITDA guidance of $90.0 million – $100.0 million for the year ended December 31, 2017. The new guidance represents approximately a 100% increase over Spark’s initial 2016 Adjusted EBITDA guidance. Our 2017 guidance is based upon projected customer acquisition costs of $27.0 million – $33.0 million and excludes the effect of any additional contributions from potential dropdowns or acquisitions.
“We are extremely pleased to announce our Adjusted EBITDA guidance for 2017,” said Nathan Kroeker, Spark Energy’s President and Chief Executive Officer. “Our 2017 estimated Adjusted EBITDA reflects continued organic growth across our expanded portfolio of brands, and excludes any potential M&A activities which we continue to actively pursue. While we are still finalizing our 2016 results, we are looking forward to again announcing record earnings, which we anticipate falling within our updated 2016 guidance range of $80.0 million to $85.0 million of Adjusted EBITDA.”
The Company recently announced the establishment of an additional credit facility of up to $25.0 million with its sponsor to enhance working capital, for growth initiatives, and for capital optimization, including, subject to lender approval, stock buybacks.
About Spark Energy, Inc.
Spark Energy, Inc. is an established and growing independent retail energy services company founded in 1999 that provides residential and commercial customers in competitive markets across the United States with an alternative choice for their natural gas and electricity. Headquartered in Houston, Texas, Spark currently operates in 18 states and serves 90 utility territories. Spark offers its customers a variety of product and service choices, including stable and predictable energy costs and green product alternatives.
Cautionary Note Regarding Forward-Looking Statements
This press release includes forward-looking statements and projections, made in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the use of forward-looking terminology including “may,” “should,” “likely,” “will,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “plan,” “intend,” “project,” or other similar words. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot give any assurance that such expectations will prove correct. However, a variety of factors could cause actual results to differ materially from those projected in the forward-looking statements, including (i) restrictions in our debt agreements and collateral requirements, (ii) our ability to borrow funds and access credit markets, (iii) our level of indebtedness, (iv) our ability to successfully and efficiently integrate acquisitions into our operations, (iv) federal, state and local regulation, including the industry's ability to prevail on its challenge to the New York Public Service Commission's orders enacting new regulations that seek to impose significant new restrictions on retail energy providers operating in New York, (v) other business risks affecting our liquidity and results of operations. Additional important risk factors that could cause actual results to differ materially from expectations are disclosed in Item 1A of Spark’s Form 10-K for the year ended December 31, 2015 and subsequent Form 10-Q’s filed with the SEC. While Spark makes these statements and projections in good faith, neither Spark nor its management or affiliates can guarantee that anticipated future results will be achieved. Spark assumes no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by Spark, whether as a result of new information, future events, or otherwise.
The Adjusted EBITDA guidance for 2017 is an estimate as of January 10, 2017. This estimate is based on assumptions believed to be reasonable as of that date. All forward-looking statements speak only as of the date of this release. Unless required by law, we disclaim any obligation to publicly update or revise these statements whether as a result of new information, future events or otherwise. It is not possible for us to predict all risks, nor can we assess the impact of all factors on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
Reconciliation of Spark’s estimate of Adjusted EBITDA for the year ended December 31, 2017 to the relevant GAAP line items is not being provided as Spark is not providing 2017 guidance for net income (loss), net cash provided by operating activities, or the reconciling items between these GAAP financial measures and Adjusted EBITDA. Spark does not provide guidance for such items because is not possible to forecast the future non-cash impacts of net gains and losses on derivative instruments and non-cash compensation expense attributable to grants of equity under our Long Term Incentive Plan. Additionally, it is not possible to forecast our provision for income taxes due to the potential for change in our non-controlling interests’ ownership percentage, given the nature of our Up-C structure. Accordingly, a reconciliation to net income (loss) or net cash provided by operating activities is not available without unreasonable effort.
Contact: Spark Energy, Inc.
Investors:
Andy Davis, 832-200-3727
Media:
Eric Melchor, 281-833-4151

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