(Mark One)
For the quarterly period ended: March 31, 2005
or
For the transition period from ____________ to ____________
Commission file number: 0-16179
Gexa Corp.
(Exact name of registrant as specified in its charter)
| Texas
(State or other jurisdiction of incorporation or organization) |
76-0670175 (IRS Employer Identification No.) |
| 20 Greenway
Plaza, Suite 600, Houston, TX (Address of principal executive offices) |
77046
(Zip Code) |
(713) - 470 -
0400
(Registrants telephone number, including area code)
|
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes |X| No |_|
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
Yes |_| No |X|
The number of shares outstanding of Gexa Corp. common stock, $0.01 par value, at May 12, 2005 was 10,070,819.
TABLE OF CONTENTS
2
INDEX TO FINANCIAL STATEMENTS
| Page | |
| Condensed Balance Sheets as of March 31, 2005 (Unaudited) and December 31, 2004 | 4 |
| Condensed Statements of Income for the three months ended March 31, 2005 | |
| (Unaudited) and for the three months ended March 31, 2004 (Unaudited) | 5 |
| Condensed Statements of Cash Flows for the three months ended March 31, 2005 | 6 |
| (Unaudited) and for the three months ended March 31, 2004 (Unaudited) | |
| Notes to Financial Statements (Unaudited) | 8 |
3
| March 31, 2005 | December 31, 2004 | |||||
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| Assets | (Unaudited) | |||||
| Current Assets: | ||||||
| Cash and cash equivalents | $ | 10,709 | $ | 8,862 | ||
| Cash - restricted | 7,161 | 6,685 | ||||
| Accounts receivable, net of allowance for doubtful accounts | 34,503 | 35,486 | ||||
| Deferred tax asset | 1,265 | 841 | ||||
| Other current assets | 436 | 319 | ||||
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| Total Current Assets | 54,074 | 52,193 | ||||
| Property and equipment, net | 1,415 | 1,195 | ||||
| Deferred tax asset | | 45 | ||||
| Other assets | 2,576 | 2,822 | ||||
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| Total Assets | $ | 58,065 | $ | 56,255 | ||
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| Liabilities and Shareholders Equity | ||||||
| Current Liabilities: | ||||||
| Accrued electricity costs | $ | 16,990 | $ | 15,463 | ||
| Accrued transmission and distribution costs | 9,083 | 8,879 | ||||
| Accounts payable and other accrued expenses | 2,829 | 2,524 | ||||
| Sales tax payable | 2,731 | 2,877 | ||||
| Income tax payable | 862 | 3,983 | ||||
| Customer deposits | 6,657 | 6,119 | ||||
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| Total Current Liabilities | 39,152 | 39,845 | ||||
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| Deferred tax liability | 195 | | ||||
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| Total Liabilities | $ | 39,347 | $ | 39,845 | ||
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| Shareholders Equity: | ||||||
| Common stock, $0.01 par value; 75,000,000 shares authorized; | ||||||
| 10,077,007 shares issued and 10,063,160 shares outstanding at | ||||||
| March 31, 2005; 9,757,222 shares issued and 9,743,375 shares | ||||||
| outstanding at December 31, 2004 | 101 | 98 | ||||
| Additional paid-in capital | 14,604 | 13,727 | ||||
| Unearned stock based compensation | (182 | ) | (295 | ) | ||
| Treasury stock, at cost; 13,847 shares | (15 | ) | (15 | ) | ||
| Retained earnings | 4,210 | 2,895 | ||||
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| Total Shareholders Equity | 18,718 | 16,410 | ||||
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| Total Liabilities and Shareholders Equity | $ | 58,065 | $ | 56,255 | ||
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See accompanying notes to condensed financial statements
4
| Three Months Ended | ||||||
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| March 31, 2005 | March 31, 2004 | |||||
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| (Unaudited) | (Unaudited) | |||||
| Sales | $ | 78,261 | $ | 50,513 | ||
| Cost of goods sold | 68,330 | 43,147 | ||||
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| Gross profit | 9,931 | 7,366 | ||||
| Selling general & administrative expenses | 7,491 | 4,702 | ||||
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| Income from operations | 2,440 | 2,664 | ||||
| Interest income | 14 | 5 | ||||
| interest expense | (382 | ) | (231 | ) | ||
| Other financing income | | 1,980 | ||||
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| Earnings before income taxes | 2,072 | 4,418 | ||||
| Income tax expense | 757 | 926 | ||||
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| Net income | $ | 1,315 | $ | 3,492 | ||
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| Weighted average shares outstanding | ||||||
| Basic | 9,806 | 8,361 | ||||
| Diluted | 11,215 | 9,668 | ||||
| Earnings per share | ||||||
| Basic | $ | 0.13 | $ | 0.42 | ||
| Diluted | 0.12 | 0.36 | ||||
See accompanying notes to condensed financial statements
5
| Three Months Ended | ||||||
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| March 31, 2005 | March 31, 2004 | |||||
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| (Unaudited) | ||||||
| Cash flows from operating activities: | ||||||
| Net income | $ | 1,315 | $ | 3,492 | ||
| Adjustments to reconcile net income to | ||||||
| net cash provided by (used in) operating activities: | ||||||
| Depreciation and amortization | 142 | 59 | ||||
| Amortization of financing costs | 191 | 7 | ||||
| Accretion of debt discount | | 33 | ||||
| Stock issued to officers, directors | ||||||
| and consultants for services | 260 | 95 | ||||
| Change in puttable warrant obligation | | (1,980 | ) | |||
| Deferred income tax benefit | (433 | ) | (269 | ) | ||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | 1,070 | (3,193 | ) | |||
| Other current assets | (117 | ) | (101 | ) | ||
| Other long-term assets | 18 | (76 | ) | |||
| Accrued electricity costs | 1,527 | (6,511 | ) | |||
| Accrued TDSP costs | 204 | 3,068 | ||||
| Accounts payable and other accrued expenses | 305 | 268 | ||||
| Sales tax payable | (146 | ) | 18 | |||
| Income tax payable | (2,564 | ) | 1,195 | |||
| Customer deposits | 538 | 853 | ||||
| Accrued interest payable | | 2 | ||||
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| Net cash provided by (used in) operating activities | 2,310 | (3,040 | ) | |||
| Cash flows from investing activities: | ||||||
| Purchases of equipment | (412 | ) | (74 | ) | ||
| Restricted cash | (476 | ) | (499 | ) | ||
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| Net cash used in investing activities | (888 | ) | (573 | ) | ||
| Cash flows from financing activities: | ||||||
| Proceeds from exercise of options | 425 | 671 | ||||
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| Net cash provided by financing activities | 425 | 671 | ||||
| Net change in cash | 1,847 | (2,942 | ) | |||
| Cash and cash equivalents at beginning of period | 8,862 | 10,829 | ||||
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| Cash and cash equivalents at end of period | $ | 10,709 | $ | 7,887 | ||
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| Cash paid for interest | $ | 58 | $ | 114 | ||
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| Cash paid for income taxes | $ | 3,750 | $ | | ||
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See accompanying notes to condensed financial statements
6
Supplemental Disclosure of Noncash Transactions
During the three months ended March 31, 2005, the Company issued 19,785 shares of common stock for services provided. The services were provided by Continental Airlines for the One Pass® partner program where the Company provides mileage to customers in exchange for payment by the Company to Continental of cash and Company common stock. The common stock was issued in separate issues as follows: 4,250 shares issued at a market price of $5.01 and 15,535 shares issued at a market price of $6.40.
During the three months ended March 31, 2005, the Company cancelled 15,000 stock options and then reissued these options at the market price on the date of issue. These options were employee options issued in lieu of compensation. These options were reissued on March 17, 2005, at a market price of $6.30 and had an exercise price of $4.56. The Company expensed the difference between the exercise price and the market price of $1.74 per share for a total cost of $26,100.
7
Gexa Corp.
Notes to
Condensed Financial Statements
Gexa Corp. (the Company) was incorporated in Texas on February 13, 2001. On August 2, 2001, the Company received its license from the Public Utility Commission of Texas (PUCT) to serve as a retail provider of electricity to residential and commercial customers in deregulated markets within the state of Texas. On January 1, 2002, the Company began to provide retail electric services in the State of Texas.
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of the Companys financial results. These adjustments are of a normal recurring nature or are otherwise disclosed in the footnotes to the condensed financial statements.
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates for the Company include:
| | volumes delivered to customers, including the effects of resettlements from the Energy Reliability Council of Texas (ERCOT); |
| | rates for determination of revenues; |
| | bad debt expense; and |
| | fair value of stock options and warrants issued. |
The Company reclassified certain prior fiscal year amounts in the accompanying financial statements in order to be consistent with the current fiscal year presentation. During fiscal 2004, the Company reclassified certain costs associated with sales commissions, marketing programs and transaction processing fees from cost of goods sold to selling, general and administrative expenses in the Companys statements of income. The reclassified amounts decreased cost of goods sold and increased selling, general and administrative expenses but had no impact on net income.
8
The Company uses a combination of long term contracts, short term contracts, month-ahead purchases, and day-ahead purchases to match up with forecasted demand of commercial customers on long term sales contracts, commercial customer on month-to-month contracts, and residential customers (which are all on month-to-month contracts). The Company applied the normal purchase and sales accounting treatment to its forward purchase supply contracts and its customer sales contracts. Accordingly, the Company records revenue generated from its sales contracts as energy is delivered to its retail customers, and direct energy costs are recorded when the energy under its long-term forward physical delivery contracts is delivered.
The Company records electricity sales under the accrual method, and these revenues are recognized upon delivery of electricity to the customers meter. Electric services not billed by month-end are accrued based upon estimated deliveries to customers as tracked and recorded by ERCOT multiplied by the Companys average billing rate per kilowatt hour (kwh) in effect at the time.
The Company uses a revenue estimation method referred to as the flow technique. The flow technique of revenue calculation relies upon ERCOT settlement statements to determine the estimated revenue for a given month. Supply delivered to customers for the month, measured on a daily basis, provides the basis for revenues. ERCOT provides net electricity delivered data in three time frames. Initial daily settlements become available approximately 17 days after the day being settled. Approximately 45 days after the day being settled, a resettlement is provided to adjust the initial settlement to the actual supply delivered based on subsequent comparison of prior forecasts to actual meter reads processed. A final resettlement is provided approximately 180 days after power is delivered, marking the last routine settlement adjustment to the power deliveries for that day.
Because flow data for resettlements and final resettlements are not available in sufficient time to be booked to the appropriate period, the effect of such resettlements are booked in the month in which the cost of goods sold (COGS) effect of those resettlements is realized. This allows for a proper matching of revenues with COGS.
Sales represents the total proceeds from energy sales, including pass through charges from the Transmission and Distribution Providers (TDSPs) billed to the customer at cost. COGS includes electric power purchased and pass through charges from the TDSPs in the areas serviced by the Company. TDSP charges are costs for metering services and maintenance of the electric grid. TDSP charges are established by regulation by the Public Utility Commission of Texas (PUCT).
The energy portion of the Companys COGS is comprised of two components: bilateral wholesale costs and balancing/ancillary costs. These two cost components are incurred and recognized in different manners.
9
Bilateral wholesale costs are incurred through contractual arrangements with wholesale power suppliers for firm delivery of power at a fixed volume and fixed price. The Company is invoiced for these wholesale volumes at the end of each calendar month for the volumes purchased for delivery during the month, with payment due 30 days after the end of the month.
Balancing/ancillary costs are based on the customer load and are determined by ERCOT through a multiple step settlement process. Balancing costs/revenues are related to the differential between supply provided by the Company through its bilateral wholesale supply and the supply required to serve the Companys customer load. The Company endeavors to minimize the amount of balancing/ancillary costs through its load forecasting and forward purchasing programs.
At the end of each calendar month, revenue is accrued to unbilled receivables based on the estimated amount of power delivered to customers using the flow technique. Unbilled revenue also includes accruals for estimated TDSP charges and monthly service charges applicable to the estimated electricity usage for the period.
All charges that were physically billed to customers in the calendar month are recorded from the unbilled account to the customer receivables account. Accounts receivables are customer obligations billed at the conclusion of a months electricity usage and due within 16 to 30 days of the date of the invoice depending on customer payment terms. Balances past due are subject to a late fee that is assessed on that billing.
The large number of customers and significant volume of transactions create a challenge to manage receivables as well as to estimate the account balances that ultimately will not be paid by the customers (bad debt write-offs). The Company uses a variety of tools to estimate and provide an accurate and adequate allowance for doubtful accounts reserve; the allowance for doubtful accounts is expensed each month as a percentage of revenue based on the historical bad debt write-off trends that will result from that months gross revenues. For the three months ended March 31, 2005, and the three months ended March 31, 2004, the Companys bad debt expense was approximately $1.8 million, or 2.3% of sales and $1.3 million, or 2.6% of sales, respectively.
The Company follows a consistent process to determine which accounts should be written off and compares the total actual write-offs to the estimated percentage of total revenue accrued and expensed each month. Past due accounts are regularly reviewed based on aging for possible removal from service, in-house or external collections efforts, or write-off. For residential customers and commercial customers with a balance under $700.00, with some minor exceptions, the total balance for all accounts with any portion of their balance over 60 days past due is considered to be uncollectible and is written off, net of security deposits held for these accounts. Delinquent commercial accounts with balances greater than $700.00 are reviewed individually by in-house collections, and payment arrangements, removal from service and possible write-off of all or a portion of the receivable is determined on a case-by-case basis.
10
The Company has initiated a variety of actions targeted to reduce the amount of bad debt incurred by the Company. The principal actions are as follows:
| | improved policies requiring credit reviews, deposits, and late fees; and |
| | implemented more aggressive collection efforts including customer disconnections. |
The Company considers all highly liquid short-term investments purchased with a maturity of three months or less at the date of purchase to be cash equivalents.
The Company has restricted cash related to customer deposits and certificates of deposit used to secure letters of credit for the purchase of electricity, the payment of TDSP pass through charges, and operations. Customer deposit cash must be held by the Company and may not be directly spent on any operational or other expense. Restricted cash securing letters of credit may not be used for any purpose by the Company unless the underlying obligation being secured is relieved or secured with other collateral.