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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 For the quarterly period ended April 30, 2005 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 For the transition period from ________________ to________________ Commission File Number 001-32239 COMMERCE ENERGY GROUP, INC. (Exact name of registrant as specified in its charter)
   Delaware
(State or other jurisdiction of
incorporation or organization)
    
    20-0501090
(I.R.S. Employer
Identification No.)
 600 Anton Boulevard, Suite 2000, Costa Mesa, California 92626
(Address of principal executive offices) (Zip Code) (714) 259-2500
(Registrants telephone number, including area code) Not Applicable
(Former name, former address and former fiscal year, if changed since last report) 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
þ    No o Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Exchange Act). Yes
o    No þ As of June 10, 2005, 31,432,523 shares of the registrants common stock were outstanding.




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COMMERCE ENERGY GROUP, INC. Form 10-Q
For the Period Ended April 30, 2005
Index PagePart I  Financial InformationItem 1. Financial Statements:Condensed Consolidated Statements of Operations for the three and nine months ended April 30, 2004 and 2005
    
    
    1Condensed Consolidated Balance Sheets as of July 31, 2004 and April 30, 2005
    
    
    2Condensed Consolidated Statements of Cash Flows for the nine months ended April 30, 2004 and 2005
    
    
    3Notes to Condensed Consolidated Financial Statements
    
    
    4Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    28Item 4. Controls and Procedures
    
    
    29Part II  Other InformationItem 6. Exhibits
    
    
    31Signatures
    
    
    33EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2




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FORWARD-LOOKING INFORMATION A number of the matters and subject areas discussed in this Quarterly Report on Form 10-Q
contain forward-looking statements reflecting managements current expectations. The discussion of
such matters and subject areas is qualified by the inherent risks and uncertainties surrounding
future expectations generally, and also may differ materially from our actual future experience
involving any one or more of such matters and subject areas. We wish to caution readers that all
statements other than statements of historical fact included in this Quarterly Report on Form 10-Q
regarding our financial position and strategy may constitute forward-looking statements. When used
in this document, the words anticipate, believe, estimate, expect, intend, may,
project, plan, should, and similar expressions are intended to be among the statements that
identify forward-looking statements. All of these forward-looking statements are based upon
estimates and assumptions made by our management, which although believed to be reasonable, are
inherently uncertain. Therefore, undue reliance should not be placed on such estimates and
statements. No assurance can be given that any of such estimates or statements will be realized and
it is likely that actual results will differ materially from those contemplated by such
forward-looking statements. Factors that may cause such differences include those set forth in this
Quarterly Report on Form 10-Q, as well as the following:  
    regulatory changes in the states in which we operate that could adversely affect our operations;
    our continued ability to obtain and maintain licenses from the states in which we operate;
    the competitive restructuring of retail marketing may prevent us from selling
electricity and natural gas in certain states;
    our dependence upon a limited number of third parties to generate and supply to us
electricity and natural gas;
    fluctuations in market prices for electricity and natural gas;
    a decision by electricity and natural gas utilities not to raise rates proportionately
to higher electricity and natural gas costs, thereby adversely affecting our profitability;
    our ability to successfully integrate the businesses that we acquire;
    our ability to successfully enter and compete in new electricity and natural gas markets that we enter;
    seasonal weather or force majeure events that adversely impact electricity and natural
gas supply and infrastructure could prevent us from competitively servicing customers and
meeting demand requirements in each of the states where we operate;
    our dependence on the Independent System Operators in each of the states where we
operate, to properly coordinate and manage their electric grids, and to accurately and
timely calculate and allocate the charges to the participants for the numerous related
services provided;
    our ability to obtain credit necessary to support future growth and profitability; and
    our dependence upon a limited number of local electric and natural gas utilities to
transmit and distribute the electricity and natural gas we sell to our customers. We have attempted to identify, in context, certain of the factors that we currently believe
may cause actual future experience and results to differ from our current expectations regarding
the relevant matter or subject area. In addition to the items specifically discussed above, our
business and results of operations are subject to the risks and uncertainties described in this
Report in Part I, Item 2. Managements Discussion and Analysis of Financial Condition and Results
of Operations and in our Annual Report on Form 10-K for the year ended July 31, 2004 which we filed
with the Securities and Exchange Commission on November 15, 2004. In evaluating forward-looking
statements, you should consider these risks and uncertainties, together with the other risks
described from




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time to time in our reports and documents filed with the Securities and Exchange Commission,
and you should not place undue reliance on these statements. These forward-looking statements speak
only as of the date on which the statements were made. We assume no obligation to update the
forward-looking information to reflect actual results or changes in the factors affecting such
forward-looking information.




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PART I  FINANCIAL INFORMATION 
 Item 1. Financial Statements. COMMERCE ENERGY GROUP, INC. 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (In thousands, except per share amounts)
 (Unaudited)
 Three Months Ended April 30,
    
    
    Nine Months Ended April 30,2004
    
    
    2005
    
    
    2004
    
    
    2005Net revenue
    
    $
    48,521
    
    
    $
    68,478
    
    
    $
    153,955
    
    
    $
    188,022Direct energy costs
    
    
    42,799
    
    
    
    60,439
    
    
    
    140,657
    
    
    
    163,871Gross profit
    
    
    5,722
    
    
    
    8,039
    
    
    
    13,298
    
    
    
    24,151Selling and marketing expenses
    
    
    1,171
    
    
    
    1,075
    
    
    
    3,149
    
    
    
    2,791General and administrative expenses
    
    
    7,033
    
    
    
    8,176
    
    
    
    18,758
    
    
    
    23,224Reorganization and initial public
listing expenses
    
    
    1,015
    
    
    
    
    
    
    
    1,783
    
    
    
    Loss from operations
    
    
    (3,497
    )
    
    
    (1,212
    )
    
    
    (10,392
    )
    
    
    (1,864
    )Other income and expenses:Initial formation litigation expenses
    
    
    (407
    )
    
    
    
    
    
    
    (992
    )
    
    
    (1,601
    )Provision for impairment on
investments
    
    
    (1,753
    )
    
    
    
    
    
    
    (6,066
    )
    
    
    Provision for termination of Summit
    
    
    (1,904
    )
    
    
    
    
    
    
    (1,904
    )
    
    
    Minority interest share of loss
    
    
    290
    
    
    
    
    
    
    
    1,185
    
    
    
    Interest income, net
    
    
    119
    
    
    
    219
    
    
    
    400
    
    
    
    623Total other income and expenses
    
    
    (3,655
    )
    
    
    219
    
    
    
    (7,377
    )
    
    
    (978
    )Loss before benefit from income taxes
    
    
    (7,152
    )
    
    
    (993
    )
    
    
    (17,769
    )
    
    
    (2,842
    )Benefit from income taxes
    
    
    (1,558
    )
    
    
    
    
    
    
    (3,400
    )
    
    
    Net loss
    
    $
    (5,594
    )
    
    $
    (993
    )
    
    $
    (14,369
    )
    
    $
    (2,842
    )Loss per common share:Basic
    
    $
    (0.20
    )
    
    $
    (0.03
    )
    
    $
    (0.52
    )
    
    $
    (0.09
    )Diluted
    
    $
    (0.20
    )
    
    $
    (0.03
    )
    
    $
    (0.52
    )
    
    $
    (0.09
    )
 The accompanying notes are an integral part of these condensed consolidated financial statements. 1




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COMMERCE ENERGY GROUP, INC. 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (In thousands)
 July 31, 2004
    
    
    April 30, 2005(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    54,065
    
    
    $
    36,092Accounts receivable, net
    
    
    31,119
    
    
    
    27,475Income taxes refund receivable
    
    
    4,423
    
    
    
    Deferred income tax asset
    
    
    74
    
    
    
    Inventory
    
    
    
    
    
    
    1,528Prepaid expenses and other current assets
    
    
    5,141
    
    
    
    4,054Total current assets
    
    
    94,822
    
    
    
    69,149Restricted cash and cash equivalents
    
    
    4,008
    
    
    
    8,448Deposits
    
    
    5,445
    
    
    
    9,357Property and equipment, net
    
    
    2,613
    
    
    
    2,283Goodwill, intangible and other assets
    
    
    3,935
    
    
    
    11,995Total assets
    
    $
    110,823
    
    
    $
    101,232LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    30,576
    
    
    $
    22,495Accrued liabilities
    
    
    6,141
    
    
    
    6,311Total current liabilities
    
    
    36,717
    
    
    
    28,806Stockholders equity:Common stock - 150,000 shares authorized
with $0.001 par value; 30,519 and 31,433
shares issued and outstanding at July 31,
2004 and April 30, 2005, respectively
    
    
    60,796
    
    
    
    62,605Unearned restricted stock compensation
    
    
    (256
    )
    
    
    (184
    )Retained earnings
    
    
    13,566
    
    
    
    10,724Other comprehensive loss
    
    
    
    
    
    
    (719
    )Total stockholders equity
    
    
    74,106
    
    
    
    72,426Total liabilities and stockholders equity
    
    $
    110,823
    
    
    $
    101,232
 The accompanying notes are an integral part of these condensed consolidated financial statements. 2




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COMMERCE ENERGY GROUP, INC. 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 (Unaudited)
 Nine months ended April 30,2004
    
    
    2005Cash Flows From Operating ActivitiesNet loss
    
    $
    (14,369
    )
    
    $
    (2,842
    )Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:Depreciation
    
    
    1,142
    
    
    
    1,001Amortization
    
    
    201
    
    
    
    804Provision for doubtful accounts
    
    
    1,585
    
    
    
    2,502Impairment of Summit investments
    
    
    6,596
    
    
    
    5Termination of Summit
    
    
    1,904
    
    
    
    Loss on equity investments
    
    
    800
    
    
    
    Stock-based compensation expense
    
    
    
    
    
    
    72Minority interest share of loss of consolidated entity
    
    
    140
    
    
    
    Deferred income tax provision
    
    
    
    
    
    
    74Changes in operating assets and liabilities:Accounts receivable, net
    
    
    12,377
    
    
    
    1,209Prepaid expenses and other assets
    
    
    (6,167
    )
    
    
    4,399Accounts payable
    
    
    (3,319
    )
    
    
    (10,958
    )Accrued liabilities and other
    
    
    (1,168
    )
    
    
    3,047Net cash used in operating activities
    
    
    (278
    )
    
    
    (687
    )Cash Flows From Investing ActivitiesPurchase of property and equipment
    
    
    (830
    )
    
    
    (670
    )Business acquisitions, net of cash acquired
    
    
    (43
    )
    
    
    (14,525
    )Net cash used in investing activities
    
    
    (873
    )
    
    
    (15,195
    )Cash Flows From Financing ActivitiesProceeds from exercise of stock options
    
    
    194
    
    
    
    50Repurchase/Cancellation of common stock
    
    
    (1
    )
    
    
    (252
    )Sale of common stock
    
    
    294
    
    
    
    10Decrease (increase) in restricted cash and cash equivalents
    
    
    13,845
    
    
    
    (1,899
    )Net cash provided by (used in) financing activities
    
    
    14,332
    
    
    
    (2,091
    )Increase (decrease) in cash and cash equivalents
    
    
    13,181
    
    
    
    (17,973
    )Cash and cash equivalents at beginning of period
    
    
    40,921
    
    
    
    54,065Cash and cash equivalents at end of period
    
    $
    54,102
    
    
    $
    36,092
 The accompanying notes are an integral part of these condensed consolidated financial statements. 3




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COMMERCE ENERGY GROUP, INC. 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
 1. Summary of Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements for the three and nine months ended April 30,
2005 include the accounts of Commerce Energy Group, Inc. (the Company), its three wholly-owned
subsidiaries: Commerce Energy, Inc. (formerly Commonwealth Energy Corporation) doing business under
the brand name electricAmericaand for the three months ended April 30, 2005 includes the recently
acquired business of ACN Utility Services, Inc. and its subsidiaries (ACNU) (see Note 6), Skipping
Stone Inc. (Skipping Stone), which was acquired on April 1, 2004, and UtiliHost, Inc. All
material intercompany balances and transactions have been eliminated in consolidation. At April 30, 2004, the Companys consolidated financial statements included the accounts of
its controlled investment in Summit Energy Ventures, LLC (Summit), and its majority ownership in
Power Efficiency Corporation (PEC). In the fourth quarter of fiscal 2004, the Company terminated
its relationship with Summit and its investment in PEC decreased to 39.9% and subsequently, to
39.3% at April 30, 2005. As of July 31, 2004 and as of April 30, 2005, both entities were no longer
consolidated. (See Note 4). Preparation of Interim Condensed Consolidated Financial Statements These interim condensed consolidated financial statements have been prepared by the Companys
management, without audit, in accordance with accounting principles generally accepted in the
United States. In the opinion of management, these financial statements contain all adjustments
(consisting of only normal recurring adjustments) necessary to present fairly the Companys
consolidated financial position, results of operations and cash flows for the periods presented.
Certain information and note disclosures normally included in consolidated annual financial
statements prepared in accordance with accounting principles generally accepted in the United
States have been condensed or omitted in these consolidated interim financial statements, although
the Company believes that the disclosures are adequate to make the information presented not
misleading. The condensed consolidated results of operations, financial position, and cash flows
for the interim periods presented herein are not necessarily indicative of future financial
results. These interim condensed consolidated financial statements should be read in conjunction
with the annual consolidated financial statements and the notes thereto included in the Companys
most recent Annual Report on Form 10-K for the year ended July 31, 2004. Uses of Estimates The preparation of condensed consolidated financial statements in conformity with accounting
principles generally accepted in the United States requires management to make certain estimates
and assumptions that affect the reported amounts and timing of revenue and expenses, the reported
amounts and classification of assets and liabilities, and disclosure of contingent assets and
liabilities. These estimates and assumptions are based on the Companys historical experience as
well as managements future expectations. As a result, actual results could differ from
managements estimates and assumptions. The Companys management believes that its most critical
estimates herein relate to independent system operator costs, transportation and delivery costs,
allowance for doubtful accounts, unbilled receivables, inventory and loss contingencies. Revenue Recognition Energy sales are recognized when the electricity and natural gas are delivered to the
Companys customers. The Companys net revenue is comprised of the following: Three months ended April 30,
    
    
    Nine months ended April 30,2004
    
    
    2005
    
    
    2004
    
    
    2005Retail electricity sales
    
    $
    46,855
    
    
    $
    44,754
    
    
    $
    149,036
    
    
    $
    142,251Excess energy sales
    
    
    1,666
    
    
    
    5,695
    
    
    
    4,919
    
    
    
    27,742Total electricity sales
    
    
    48,521
    
    
    
    50,449
    
    
    
    153,955
    
    
    
    169,993Retail natural gas sales
    
    
    
    
    
    
    18,029
    
    
    
    
    
    
    
    18,029Net revenue
    
    $
    48,521
    
    
    $
    68,478
    
    
    $
    153,955
    
    
    $
    188,022
 4




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COMMERCE ENERGY GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(dollars in thousands, except per share amounts) Skipping Stone revenue (which is included in retail electricity sales above), after
elimination of intercompany transactions, for the three and nine months ended April 30, 2005 was
$420 and $1,616, respectively, representing approximately 1% of total net revenue for both periods. Stock-Based Compensation The Company accounts for its employee stock options under the recognition and measurement
principles of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees
(APB No. 25), and related interpretations. Under APB No. 25, no stock-based employee compensation
costs are reflected in net loss for the three and nine month periods ended April 30, 2005 and 2004,
since all options granted under the plans had an exercise price equal to or greater than the market
value of the underlying common stock on the date of grant. The following table illustrates the effect on net income (loss) as applicable to common stock
(see Note 2) and income (loss) per common share if the Company had applied the fair value
recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123: Three months ended April 30,
    
    
    Nine months ended April 30,2004
    
    
    2005
    
    
    2004
    
    
    2005Net loss as applicable to common
stock  basic and diluted
    
    $
    (5,621
    )
    
    $
    (993
    )
    
    $
    (14,447
    )
    
    $
    (2,842
    )Deduct: Total stock-based
compensation expense determined under
fair value based method for all
awards, net of related tax effects
    
    
    (8
    )
    
    
    (49
    )
    
    
    (101
    )
    
    
    (59
    )Pro forma net loss  basic and diluted
    
    $
    (5,629
    )
    
    $
    (1,042
    )
    
    $
    (14,548
    )
    
    $
    (2,901
    )Loss per share:Basic  as reported
    
    $
    (0.20
    )
    
    $
    (0.03
    )
    
    $
    (0.52
    )
    
    $
    (0.09
    )Basic  pro forma
    
    $
    (0.20
    )
    
    $
    (0.03
    )
    
    $
    (0.52
    )
    
    $
    (0.09
    )Diluted  as reported
    
    $
    (0.20
    )
    
    $
    (0.03
    )
    
    $
    (0.52
    )
    
    $
    (0.09
    )Diluted  pro forma
    
    $
    (0.20
    )
    
    $
    (0.03
    )
    
    $
    (0.52
    )
    
    $
    (0.09
    )
 Segment Reporting The Companys chief operating decision makers consist of members of senior management who work
together to allocate resources to, and assess the performance of, the Companys business. These
members of senior management currently manage the Companys business, assess its performance, and
allocate its resources as a single reportable segment, retail energy marketing, comprised of two
business lines: electricity and natural gas. Because the revenue of the Companys subsidiary, Skipping Stone, which the Company acquired in
fiscal 2004, accounts for only approximately 1% of total net revenue (after elimination of
intercompany transactions), and geographic information is immaterial, no segment information is
provided. Accounts Receivable, Net Accounts receivable, net, is comprised of the following: July 31, 2004
    
    
    April 30, 2005Billed
    
    $
    21,777
    
    
    $
    22,842Unbilled
    
    
    12,535
    
    
    
    9,925$
    34,312
    
    
    $
    32,767Less allowance for doubtful accounts
    
    
    (3,193
    )
    
    
    (5,292
    )Accounts receivable, net
    
    $
    31,119
    
    
    $
    27,475
 5




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COMMERCE ENERGY GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(dollars in thousands, except per share amounts) Inventory Inventory represents natural gas in storage as required by state regulatory bodies and
contractual obligations under customer choice programs. Inventory is stated at the lower of cost
or market. 2. Basic and Diluted Income (Loss) per Common Share Basic income (loss) per common share was computed by dividing net income (loss) available to
common stockholders, after any preferred stock dividends, by the weighted average number of common
shares outstanding during the period. Diluted income (loss) per common share reflects the potential
dilution that would occur if all outstanding options or other contracts to issue common stock were
exercised or converted and was computed by dividing net income (loss) by the weighted average
number of common shares plus dilutive common equivalent shares outstanding, unless they were
anti-dilutive. The following is a reconciliation of the numerator (income or loss) and the denominator
(common shares in thousands) used in the computation of basic and diluted income (loss) per common
share: Three months ended April 30,
    
    
    Nine months ended April 30,2004
    
    
    2005
    
    
    2004
    
    
    2005Numerator:Net loss
    
    $
    (5,594
    )
    
    $
    (993
    )
    
    $
    (14,369
    )
    
    $
    (2,842
    )Deduct: Preferred stock dividends
    
    
    (27
    )
    
    
    
    
    
    
    (78
    )
    
    
    Net loss applicable to common
stock  basic and diluted
    
    $
    (5,621
    )
    
    $
    (993
    )
    
    $
    (14,447
    )
    
    $
    (2,842
    )
 Three months ended April 30,
    
    
    Nine months ended April 30,2004
    
    
    2005
    
    
    2004
    
    
    2005Denominator:Weighted-average
outstanding common
shares  basic
    
    
    28,174
    
    
    
    31,199
    
    
    
    27,856
    
    
    
    30,799Effect of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Weighted-average
outstanding common
shares  diluted
    
    
    28,174
    
    
    
    31,199
    
    
    
    27,856
    
    
    
    30,799
 For the three and nine months ended April 30, 2005 and 2004, the effects of the assumed
exercise of all stock options and the assumed conversion of preferred stock into common stock are
anti-dilutive; accordingly, such assumed exercises and conversions have been excluded from the
calculation of net loss  diluted. If the assumed exercises or conversions had been used, the
fully diluted shares outstanding for the three and nine months ended April 30, 2005 would have been
31,596 and 31,164, respectively. If the assumed exercises or conversions had been used, the fully
diluted shares outstanding for the three and nine months ended April 30, 2004 would have been
29,020 and 29,602, respectively. 3. Market and Regulatory The Company considers each utility service territory within which it operates to be a distinct
market due to the unique characteristics of each. Electricity California 6




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COMMERCE ENERGY GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(dollars in thousands, except per share amounts) On April 1, 1998, the Company began supplying customers in California with electricity as an
Electric Service Provider (ESP). The California Public Utility Commission (CPUC) issued a ruling on September 20, 2001
suspending the right of direct access, which allowed electricity customers to buy their power from
a supplier other than the electric utilities. The suspension permitted the Company to keep current
customers and to solicit DA customers served by other providers, but prohibited the Company from
soliciting new non-DA customers for an indefinite period of time. Currently, several important issues are under review at the CPUC, a Resource Adequacy
Requirement and a Renewable Portfolio Standard. Additional costs to serve customers in California
are anticipated from these proceedings, however, the CPUC decisions will determine the distribution
of those costs across all load serving entities and ultimately the Companys financial impact. Pennsylvania The Company began serving customers in Pennsylvania in 1999. There are no current rate cases
or filings in this state that are anticipated to impact the Companys financial results. Michigan The Company began marketing in Michigans Detroit Edison (DTE) service territory in
September 2002. There are no current rate cases or filings in this state that are anticipated to
impact the Companys financial results. New Jersey The Company began marketing in New Jersey in the Public Service Electric and Gas service
territory in December 2003. There are no current rate cases or filings in this state that are
anticipated to impact the Companys financial results. Texas In February 2005, with the acquisition of ACNUs operations, the Company began serving
electric customers in the TXU and CenterPoint market areas of the Electric Reliability Council of
Texas (ERCOT). On May 16, 2005, the Company expanded further into the Texas markets of American
Electric Power and Texas New Mexico Power. Natural Gas Through the acquisition of ACNUs operations, the Company now serves natural gas customers in
eight utility gas market areas in six states. California The Company currently serves residential and small commercial customers in the Southern
California Gas and Pacific Gas & Electric gas markets, which serve most of the state. The Company
is the only alternate natural gas provider to residential customers in these market areas. There
are no current rate cases or filings pending before the California Public Utility Commission that
are anticipated to impact the Companys financial results. Georgia The Company currently serves natural gas to residential and small commercial customers in
Georgia in the Atlanta Gas Light market. There are no current rate cases or filings pending before
the Georgia Public Service Commission that are anticipated to impact the Companys financial
results. 7




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COMMERCE ENERGY GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(dollars in thousands, except per share amounts) The ability to disconnect customers for non-payment of invoices is severely constrained by
system design and human resource limitations in this market. This may affect the Companys ability
to timely control credit losses within this market. Maryland The Company provides natural gas service to residential and small commercial customers in the
Baltimore Gas & Electric market area. The Maryland Public Service Commission plans to consider adopting enhanced customer protection
rules later this year which will be applied to the retail energy market. It is not anticipated that
the approval of these rules will impact the Companys financial results. New York The Company currently serves residential and small commercial customers in the Keyspan Energy
Delivery natural gas market and is one of several gas marketers that serve these types of
customers. In August 2004, the New York State Public Service Commission (NY PSC) issued a statement of
policy on advancing competition in retail energy markets. The NY PSC ordered that all utilities
shall prepare plans to foster the development of retail energy market competition in collaboration
with its staff and other interested parties. This order is anticipated to have no impact on the
Companys financial results. Ohio The Company provides natural gas service to residential and small commercial customers in the
Dominion East Ohio (DEO) and Columbia Gas of Ohio service areas. In December 2004, DEO notified the Public Utilities Commission of Ohio (PUCO) of its desire
to exit the commodity market. Its goal is to become a distribution-only company by the end of
2006. Nearly 60 percent of DEOs customers currently participate in customer choice. In April
2005, DEO filed with the PUCO to embark upon its plan. The ultimate outcome of this filing is
unknown; however, it is not anticipated to adversely impact the Companys financial results. Pennsylvania The Company provides natural gas service to residential and small commercial consumers in the
Philadelphia Electric Company service area in Pennsylvania. In May 2004, the Pennsylvania Public Utility Commission (PUC) undertook an evaluation of the
competitiveness of natural gas supply services in the state. If the PUC determines the market is
not sufficiently competitive, further actions will be considered. The Company is the only natural
gas provider to residential customers in this market. The potential impact of this evaluation to
the Companys operations is unknown at this time. 4. Investments The Company has three investments in early-stage, energy related entities incurring operating
losses, which are expected to continue, at least in the near term: Encorp, Inc. (Encorp),
Turbocor B.V. (Turbocor) and Power Efficiency Corporation (PEC). Each company has very limited
working capital and as a result, continuing operations will be dependent upon their securing
additional financing to meet their respective immediate capital needs. The Company has no
obligation, and currently no intention to invest additional funds into these companies. At April 30, 2005, these investments are carried at a nominal value in goodwill, intangibles
and other assets. 8




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COMMERCE ENERGY GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(dollars in thousands, except per share amounts) 5. Contingencies Employment Settlements On April 21, 2005, the Company entered into a settlement agreement with a director and the
former Chief Executive Officer, Ian B. Carter. The settlement agreement provides for payments to
Mr. Carter totaling $3,100. In addition, Mr. Carter will retain an option to purchase 2,500 shares
of the Companys common stock at $2.50 per share. Under the settlement agreement, Mr. Carter and
the Company agreed to mutual general releases of all claims that the parties may have against each
other and Mr. Carter agreed to relinquish any stock options he has been granted, or claims to have
been granted, in excess of the 2,500 stock options. The Company had previously recorded a $3,000
reserve for this employment settlement in January 2005. Mr. Carter remains as a director of the
Company. Regulatory Proceedings The Company is a party to a number of Federal Energy Regulatory Commission (FERC) and
California independent system operator proceedings related to the California Energy Crisis of
2000 and 2001. The FERC and other regulatory and judicial bodies continue to examine the behavior
of market participants during this energy crisis and may recalculate what market clearing prices
should have or might have been under alternative scenarios of behavior by market participants. In
the event the historical costs of market operations were to be reallocated among market
participants, the Company can not predict whether the results would be favorable or unfavorable for
the Company, nor can it predict the amount of any such adjustments. Litigation The Company currently is, and from time to time may become, involved in litigation concerning
claims arising out of the Companys operations in the normal course of business. While the Company
cannot predict the ultimate outcome of its pending matters or how they will affect the Companys
results of operations or financial position, the Companys management currently does not expect any
of the legal proceedings to which the Company is currently a party, individually or in the
aggregate, to have a material adverse effect on its results of operations or financial position. 6. Acquisition On February 9, 2005, the Company acquired certain assets of ACN Utility Services, Inc. (ACNU),
a subsidiary of American Communications Network, Inc. (the Parent), and its retail electricity and
natural gas sales business. ACNU sells retail electricity in Texas and Pennsylvania and sells
retail natural gas in California, Georgia, Maryland, New York, Ohio and Pennsylvania. The
aggregate purchase price was $14,525 in cash and 930,233 shares of the Company common stock, valued
at $2,000. In addition, as part of the initial purchase price, the Company was required to fund
$2,542 of collateralized letters of credit on the closing date to guarantee our performance to
various third parties. The common stock payment is contingent upon meeting certain sales
requirements and have been placed in an escrow account. The purchase was accounted for under the
purchase method of accounting and resulted in a preliminary estimate of $8,500 of goodwill,
including the contingent equity, and other intangible assets, subject to a final purchase price
adjustments and settlements to be completed by fiscal year-end. The assets acquired include natural gas inventory associated with utility and pipeline storage
and transportation agreements and natural gas and electricity supply, scheduling and capacity
contracts, software and other infrastructure plus approximately 82,000 natural gas and electricity
residential and small commercial customers. Cash, accounts receivable, certain prepaid expenses
and other asset were not acquired in the transaction. In addition, none of ACNUs liabilities were
assumed. The assets purchased and the operating results generated from the acquisition have been
included in the Companys operations as of February 1, 2005, since the acquisition agreement stated
that the transaction was effective as of February 1, 2005. 9




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COMMERCE ENERGY GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(dollars in thousands, except per share amounts) The Company is operating as an agent of ACNU under the acquisition agreement during the
transition of ACNUs regulatory licenses to the Company, which the Company believes is proceeding
as rapidly as regulatory rules allow. The following selected unaudited pro forma financial data for the three and nine months ended
April 30, 2005 and 2004 reflects the Companys consolidated results of operations as if the
acquisition of the energy business of ACNU had taken place at the beginning of the respective
periods. The pro forma information includes primarily adjustments for estimated amortization of
intangible assets resulting from the acquisition, removal of depreciation expense related to
property, plant and equipment not purchased, removal of interest expense paid to ACNU, reduction of
interest income for the Companys invested cash used to fund the acquisition, and removal of ACNUs
tax benefit from income taxes. The pro forma financial information is presented for informational
purposes only and may not necessarily be indicative of the results of operations as they would have
been had the transaction been effected on the assumed date. Three months ended April 30, 2004
    
    
    Three months ended April 30, 2005As Reported
    
    
    Pro Forma
    
    
    As Reported
    
    
    Pro FormaNet revenue
    
    $
    48,521
    
    
    $
    76,485
    
    
    $
    68,478
    
    
    $
    68,478Net loss
    
    $
    (5,594
    )
    
    $
    (4,673
    )
    
    $
    (993
    )
    
    $
    (993
    )Loss per share  basic and diluted
    
    $
    (0.20
    )
    
    $
    (0.16
    )
    
    $
    (0.03
    )
    
    $
    (0.03
    )Nine months ended April 30, 2004
    
    
    Nine months ended April 30, 2005As Reported
    
    
    Pro Forma
    
    
    As Reported
    
    
    Pro FormaNet revenue
    
    $
    153,955
    
    
    $
    227,009
    
    
    $
    188,022
    
    
    $
    227,352Net loss
    
    $
    (14,369
    )
    
    $
    (13,575
    )
    
    $
    (2,842
    )
    
    $
    (2,353
    )Loss per share  basic and diluted
    
    $
    (0.52
    )
    
    $
    (0.47
    )
    
    $
    (0.09
    )
    
    $
    (0.08
    )
 7. Derivative Financial Instruments The Companys activities expose it to a variety of market risks, principally from commodity
prices. Management has established risk management policies and procedures designed to reduce the
potentially adverse effects that the price volatility of these markets may have on its operating
results. The Companys risk management activities, including the use of derivative instruments, are
subject to the management, direction and control of an internal risk oversight committee. The
Company maintains commodity price risk management strategies that use derivative instruments within
strict risk tolerances to minimize significant, unanticipated earnings fluctuations caused by
commodity price volatility. Derivative instruments measured at fair market value are recorded on
the balance sheet as an asset or liability. Changes in fair market value are recognized currently
in earnings unless specific hedge accounting criteria are met. Supplying electricity and natural gas to retail customers requires the Company to match
customers projected demand with long term and short term commodity purchases. The Company
primarily uses derivative instruments to minimize significant, unanticipated earnings fluctuations
caused by commodity price volatility. The Company purchases substantially all of its power under
long-term forward physical delivery contracts for supply to its retail electricity customers.
Electricity supply contracts are commodity derivative contracts under SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities. Using the exemption available for qualifying
electricity contracts under SFAS No. 133, the Company applies the normal purchase, normal sale
accounting treatment to its forward purchase supply contracts. Accordingly, the Company records
revenue generated from customer sales 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. In January 2005, the Company sold electricity commodity supply contracts back to the
original supplier in connection with a strategic realignment of its customer portfolio in the
Pennsylvania electricity market, which resulted in a gain in the second fiscal quarter of 2005. As
a result of that sale, the normal purchase and sale exemption for the Pennsylvania market is no
longer available for that market. Accordingly, the Company has applied mark-to-market accounting
on any electricity supply contracts 10




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COMMERCE ENERGY GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(dollars in thousands, except per share amounts) entered into after the January 28, 2005 date but not yet
delivered as of April 30, 2005. This amount is reported as a component of other comprehensive
income (loss) at April 30, 2005. In the first, second and third quarters of fiscal 2005, the
Company also employed financial hedges using derivative instruments to hedge its commodity price
risks. During this same period in fiscal 2005, certain forward fixed price purchases and swap
agreements were designated as cash flow hedges resulting in changes in the hedge value being
recorded as other comprehensive income (loss). To the extent that the hedges are not effective, the
ineffective portion of the changes in fair market value is recorded currently in direct energy
costs. The Company intends to continue to use derivative instruments as an efficient way of
assisting in managing its price and volume risk in energy supply procurement for its retail
customers. Certain derivative instrument treatment may not qualify for hedge treatment and require
mark-to-market accounting in accordance with SFAS No. 133. The Company also entered into
transactions that did not qualify as accounting hedges but were designed to reduce its direct
energy costs or protect margin. In such cases, the changes in the fair value of these transactions
are recorded in earnings as a component of direct energy costs. The Company does not engage in
trading activities in the wholesale energy market other than to manage its direct energy cost. The amounts recorded in other comprehensive income (loss) at April 30, 2005 related to cash
flow hedges are summarized in the following table: July 31,
    
    
    October 31,
    
    
    January 31,
    
    
    April 30,2004
    
    
    2004
    
    
    2005
    
    
    2005Current assets
    
    $
    
    
    
    $
    1,450
    
    
    $
    
    
    
    $
    Current liabilities
    
    
    
    
    
    
    
    
    
    
    (112
    )
    
    
    (506
    )Deferred losses
    
    
    
    
    
    
    
    
    
    
    (430
    )
    
    
    (213
    )Other comprehensive income (loss)
    
    $
    
    
    
    $
    1,450
    
    
    $
    (542
    )
    
    $
    (719
    )
 8. Quarterly Financial Information (Unaudited) In January 2005, the Company announced a strategic realignment of its customer portfolio in
the Pennsylvania electricity market and the discontinuation of service to certain classes of
residential and small commercial customers. In connection with this decision, the Company sold
electricity commodity supply contracts, which were deemed excess based on the realignment plan,
back to the original supplier and recorded a gain on the sale of the contracts of $9,301 in the
second quarter of fiscal 2005. As a result of timing and forecasting issues related to realigning
the portfolio, the Company had unforeseen transitional supply obligations which could have been
served more cost effectively with the original supply contracts rather than with the market cost of
the replacement power which was subsequently purchased. As a result, the Company is restating the
second quarter gain from $9,301 to $7,201, to account for the higher replacement cost of power
incurred in the third quarter of fiscal 2005 and estimated in the fourth quarter of fiscal 2005
compared to the cost that would have been incurred under the original supply contracts, as
reflected below. Three Months Ended
    

    Six Months Ended
    

    Three Months
    
    
    Nine MonthsJanuary 31, 2005
    

    January 31, 2005
    

    Ended
    
    
    EndedReported
    
    
    Restated
    

    Reported
    
    
    Restated
    

    April 30, 2005
    
    
    April 30, 2005Net revenue
    
    $
    61,048
    
    
    $
    61,048
    

    $
    119,545
    
    
    $
    119,545
    

    $
    68,478
    
    
    $
    188,022Direct energy costs
    
    
    48,926
    
    
    
    51,026
    

    
    101,333
    
    
    
    103,433
    

    
    60,439
    
    
    
    163,871Gross profit
    
    
    12,122
    
    
    
    10,022
    

    
    18,212
    
    
    
    16,112
    

    
    8,039
    
    
    
    24,151Earnings (loss) from operations
    
    $
    1,318
    
    
    $
    (782
    )

    $
    1,447
    
    
    $
    (653
    )

    $
    (1,212
    )
    
    $
    (1,864
    )Net income (loss)
    
    $
    1,371
    
    
    $
    (729
    )

    $
    252
    
    
    $
    (1,848
    )

    $
    (993
    )
    
    $
    (2,842
    )Earnings (loss) per share  basic
    
    $
    0.04
    
    
    $
    (0.02
    )

    $
    0.01
    
    
    $
    (0.06
    )

    $
    (0.03
    )
    
    $
    (0.09
    )Earnings (loss) per share  diluted
    
    $
    0.04
    
    
    $
    (0.02
    )

    $
    0.01
    
    
    $
    (0.06
    )

    $
    (0.03
    )
    
    $
    (0.09
    )
 9. Related Party Transactions The Company purchases natural gas from several suppliers, including Cook Inlet Energy Supply
LLC (Cook Inlet). Gregory L. Craig is the chief executive officer and a substantial shareholder
of Cook Inlet and was 11




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COMMERCE ENERGY GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(dollars in thousands, except per share amounts) appointed to the Companys Board of Directors as a Class I director in
November 2004. For the three months ended April 30, 2005, the Company purchased $5,911 of natural
gas from Cook Inlet, 10% of the Companys total direct energy costs. The Company believes that the
natural gas was purchased on terms comparable to those available from unaffiliated suppliers. The
Companys natural gas business was acquired in February 2005 and the supply arrangement with Cook
Inlet existed at the time of the acquisition. 12




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations. Overview We are a diversified independent energy marketer of electricity and natural gas. We were
founded in 1997 as a retail electricity marketer in California, and have grown to serve 16 utility
markets in nine states for electricity and natural gas, and in some cases both. Growth has
occurred by a combination of organic means and acquisitions. In the past twelve months, we
acquired Skipping Stone Inc., or Skipping Stone, an energy consulting company, and ACN Utility
Services, Inc., or ACNU, a market energy retailer of natural gas and electricity. We provide electricity to our residential, commercial, industrial and institutional customers
in California, Pennsylvania, Michigan, New Jersey, and Texas. We are licensed by the Federal
Energy Regulatory Commission, or FERC, as a power marketer. We are also licensed to supply retail
electricity by applicable state agencies in New York, Maryland, Ohio and Virginia. We sell natural
gas to our residential and small commercial customers in California, Georgia, Maryland, New York,
Ohio and Pennsylvania. We also provide consulting and outsourced energy transaction services to
utilities, energy merchants and asset owners through Skipping Stone Inc., or Skipping Stone.
Unless otherwise noted, as used herein, the Company, we, us, and our mean Commerce Energy
Group, Inc. and its three wholly-owned subsidiaries: Commerce Energy Inc. (formerly Commonwealth
Energy Corporation, doing business under the brand name electricAmerica), Skipping Stone and
UtiliHost, Inc. As of April 30, 2005, we delivered electricity to approximately 88,000 customers in
California, Pennsylvania, Michigan, New Jersey, and Texas; and natural gas to approximately 62,000
customers in the California, Georgia, Maryland, New York, Ohio and Pennsylvania customers which we
recently acquired in connection with the transaction with ACN Utility Services, Inc., or ACNU, in
February 2005, described under the caption Acquisitions. The potential growth of this business
depends upon a number of factors including the degree of deregulation in each state, the
availability of energy at competitive prices and credit terms, and our ability to acquire new
retail and commercial customers. Our core business is the retail sale of electricity and natural gas to end-use customers. All
of the energy we sell to our customers is purchased from third-party power generators and natural
gas suppliers under long-term contracts and in the spot market. We do not own electricity
generation facilities, natural gas producing properties or pipelines. The electricity and natural
gas we sell is generally metered and delivered to our customers by local utilities. The local
utilities also provide billing and collection services for many of our customers on our behalf. To
facilitate load shaping for our electricity customers and balancing activities for our retail
natural gas customer portfolio, we also buy and sell surplus electricity and natural gas from and
to other market participants when necessary. We store our natural gas inventory in
independently-owned third party storage facilities. We buy electricity and natural gas in the wholesale market in blocks of time-related
quantities usually at fixed prices. We sell electricity and natural gas in the real time market
based on the demand from our customers at contracted prices. We manage the inherent mismatch
between our block purchases and our sales by buying and selling in the spot market. In addition,
the independent system operators, or ISOs, the entities which manage each of the electric grids in
which we operate, perform real time load balancing. We are charged or credited for real-time
balancing electricity purchased and sold for our account by the ISOs. There are inherent risks and uncertainties in our core business operations. These include:
regulatory uncertainty, timing differences between our purchases and sales of electricity,
forecasting error between our estimated customer usage and the customers actual usage, weather
related changes in quantities demanded by our customers and weather related changes impacting
supply availability, customer attrition, spread changes between on-peak and off-peak power pricing
and seasonal differences between summer and winter demand, and spring and fall demand seasons,
unexpected factors in the wholesale power and natural gas markets such as regional power plant
outages, volatile fuel prices (used to generate the electricity that we buy), transmission
congestion or system failure, and credit related counter-party risk for us or within the grid and
pipeline system generally. Accordingly, these uncertainties may produce results that may differ
from our internal forecasts. For a discussion of other risks related to the operation of our
business, see the discussion herein under the caption Factors That May Affect Future Results. 13




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##### Table of Contents



The information in this Item 2, should be read in conjunction with the audited consolidated
financial statements and notes thereto and Managements Discussion and Analysis of Financial
Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended
July 31, 2004, and the unaudited condensed consolidated financial statements and notes thereto
included in this Quarterly Report. Acquisitions In the past twelve months, we acquired Skipping Stone, an energy industry consulting company,
and we acquired certain assets of ACNU, a energy marketer of retail natural gas and electricity. Skipping Stone, which we acquired in April 2004, provides energy-related consulting and
technologies to utilities, electricity generators, natural gas pipelines, wholesale energy
merchants, energy technology providers and financial institutions. Skipping Stones revenue (after
elimination of intercompany transactions) was approximately 1% of our consolidated net revenue for
the three and nine months ended April 30, 2005. On February 9, 2005, we acquired certain assets of ACNU, a subsidiary of American
Communications Network, Inc., or the Parent, and its retail electricity and natural gas sales
business. ACNU sells retail electricity in Texas and Pennsylvania and sells retail natural gas in
California, Georgia, Maryland, New York, Ohio and Pennsylvania. In addition to the acquisition, we have entered into a sales agency agreement with the Parent
whereby the Parents extensive direct sales force will continue to sell energy products for us.
This arrangement expands our existing sales force enabling customer acquisition in mass markets,
small businesses and commercial and industrial markets. The assets acquired include natural gas inventory associated with utility and pipeline storage
and transportation agreements and natural gas and electricity supply, scheduling and capacity
contracts, software and other infrastructure plus approximately 82,000 natural gas and electricity
residential and small commercial customers. Cash, accounts receivable, certain prepaid expenses
and other asset were not acquired in the transaction. In addition, none of ACNUs liabilities were
assumed. The assets purchased and the operating results generated from the acquisition have been
included in our operations as of February 1, 2005, since the acquisition agreement stated that the
transaction was effective as of February 1, 2005. We are operating as an agent of ACNU under the acquisition agreement during the transition of
ACNUs regulatory licenses to us, which we believe is proceeding as rapidly as regulatory rules
allow. Summit Energy Ventures In fiscal 2004, we consolidated Summit Energy Ventures, or Summit, and its majority interest
in Power Efficiency Corporation, or PEC, into our financial results. In the third fiscal quarter of
2004, we terminated our relationship with Summit. We no longer consolidate Summit and PEC in our
current fiscal year financial results as we retained a 39.9% interest in PEC. At April 30, 2005,
our ownership interest was diluted to 36.3% as a result of an equity linked financing by PEC. We
currently account for our investment in PEC under the equity method of accounting, however, as we
have no investment basis in PEC, further losses are not being recognized in our consolidated
financial statements. Market and Regulatory We consider each utility service territory within which we operates to be a distinct market
due to the unique characteristics of each. Electricity California 14




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##### Table of Contents



On April 1, 1998, we began supplying customers in California with electricity as an Electric
Service Provider, or ESP. The California Public Utility Commission, or CPUC, issued a ruling on September 20, 2001
suspending the right of direct access, which allowed electricity customers to buy their power from
a supplier other than the electric utilities. The suspension permitted us to keep current customers
and to solicit DA customers served by other providers, but prohibited us from soliciting new non-DA
customers for an indefinite period of time. Currently, several important issues are under review at the CPUC, a Resource Adequacy
Requirement and a Renewable Portfolio Standard. Additional costs to serve customers in California
are anticipated from these proceedings, however, the CPUC decisions will determine the distribution
of those costs across all load serving entities and ultimately our financial impact. Pennsylvania We began serving customers in Pennsylvania in 1999. There are no current rate cases or filings
in this state that are anticipated to impact our financial results. Michigan We began marketing in Michigans Detroit Edison, or DTE, service territory in September 2002.
There are no current rate cases or filings in this state that are anticipated to impact our
financial results. New Jersey We began marketing in New Jersey in the Public Service Electric and Gas service territory in
December 2003. There are no current rate cases or filings in this state that are anticipated to
impact our financial results. Texas In February 2005, with the acquisition of ACNUs operations, we began serving electric
customers in the TXU and CenterPoint market areas of the Electric Reliability Council of Texas, or
ERCOT. On May 16, 2005, we expanded further into the Texas markets of American Electric Power and
Texas New Mexico Power. Natural Gas Through the acquisition of ACNUs operations in February 2005, we now serve natural gas
customers in eight utility gas market areas in six states. California We currently serve residential and small commercial customers in the Southern California Gas
and Pacific Gas & Electric gas markets, which serve most of the state. We are the only alternate
natural gas provider to residential customers in these market areas. There are no current rate
cases or filings pending before the California Public Utility Commission that are anticipated to
impact our financial results. Georgia We currently serve natural gas to residential and small commercial customers in Georgia in the
Atlanta Gas Light market. There are no current rate cases or filings pending before the Georgia
Public Service Commission that are anticipated to impact our financial results. The ability to disconnect customers for non-payment of invoices is severely constrained by
system design and human resource limitations in this market. This may affect our ability to timely
control credit losses within this market. 15




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##### Table of Contents



Maryland We provide natural gas service to residential and small commercial customers in the Baltimore
Gas & Electric market area. The Maryland Public Service Commission plans to consider adopting enhanced customer protection
rules later this year which will be applied to the retail energy market. It is not anticipated that
the approval of these rules will impact our financial results. New York We currently serves residential and small commercial customers in the Keyspan Energy Delivery
natural gas market and is one of several natural gas marketers that serve these types of customers. In August 2004, the New York State Public Service Commission, or NY PSC, issued a statement of
policy on advancing competition in retail energy markets. The NY PSC ordered that all utilities
shall prepare plans to foster the development of retail energy market competition in collaboration
with its staff and other interested parties. This order is anticipated to have no impact on our
financial results. Ohio We provide natural gas service to residential and small commercial customers in the Dominion
East Ohio, or DEO, and Columbia Gas of Ohio service areas. In December 2004, DEO notified the Public Utilities Commission of Ohio, or PUCO, of its desire
to exit the commodity market. Its goal is to become a distribution-only company by the end of
2006. Nearly 60 percent of DEOs customers currently participate in customer choice. In April
2005, DEO filed with the PUCO to embark upon its plan. The ultimate outcome of this filing is
unknown; however, it is not anticipated to adversely impact our financial results. Pennsylvania We provide natural gas service to residential and small commercial consumers in the
Philadephia Electric Company service area in Pennsylvania. In May 2004, the Pennsylvania Public Utility Commission, or PUC, undertook an evaluation of
the competitiveness of natural gas supply services in the state. If the PUC determines the market
is not sufficiently competitive, further actions will be considered. We are the only natural gas
provider to residential customers in this market. The potential impact of this evaluation to our
operations is unknown at this time. Critical Accounting Policies and Estimates The following discussion and analysis of our financial condition and operating results are
based on our consolidated financial statements. The preparation of this Form 10-Q requires us to
make estimates and assumptions that affect the reported amount of assets and liabilities,
disclosure of contingent assets and liabilities at the date of our financial statements, and the
reported amount of revenue and expenses during the reporting period. Actual results may differ from
those estimates and assumptions. In preparing our financial statements and accounting for the
underlying transactions and balances, we apply our accounting policies as disclosed in our notes to
the condensed consolidated financial statements. The accounting policies discussed below are those
that we consider to be critical to an understanding of our financial statements because their
application places the most significant demands on our ability to judge the effect of inherently
uncertain matters on our financial results. For all of these policies, we caution that future events rarely develop exactly as forecast, and the best
estimates routinely require adjustment. 16




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##### Table of Contents




    Accounting for derivative instruments and hedging activities In fiscal 2004 and 2005,
we purchased substantially all of our power under long-term forward physical delivery
contracts for supply to our retail electricity customers. Electricity supply contracts are
commodity derivative contracts under Statement of Financial Accounting Standard, or SFAS,
No. 133, Accounting for Derivative Instruments and Hedging Activities. Using the
exemption available for qualifying electricity contracts under SFAS No. 133, we apply the
normal purchase, normal sale accounting treatment to our forward purchase supply contracts.
Accordingly, we record revenue generated from customer sales as energy is delivered to our
retail customers, and direct energy costs are recorded when the energy under our long-term
forward physical delivery contracts is delivered. In January 2005, we sold electricity
commodity supply contracts back to the original supplier in connection with a strategic
realignment of our customer portfolio in the Pennsylvania electricity market, which
resulted in a gain in the second fiscal quarter of 2005. As a result of that sale, the
normal purchase and sale exemption for the Pennsylvania market is no longer available for
that market. Accordingly, we have applied mark-to-market accounting on any electricity
supply contracts entered into after the January 28, 2005 date but not yet delivered as of
April 30, 2005. This amount is reported as a component of other comprehensive income
(loss) at April 30, 2005. In the first, second and third quarters of fiscal 2005, we also
employed financial hedges using derivative instruments, to hedge our commodity price risks.
During this same period in fiscal 2005, certain forward fixed price purchases and swap
agreements were designated as cash flow hedges resulting in changes in the hedge value
being recorded as other comprehensive income (loss). To the extent that the hedges are not
effective, the ineffective portion of the changes in fair market value is recorded
currently in direct energy costs. We intend to continue to use derivative instruments as an
efficient way of assisting in managing our price and volume risk in energy supply
procurement for our retail customers. Certain derivative instrument treatment may not
qualify for hedge treatment and require mark-to-market accounting in accordance with SFAS
No. 133.  
    Independent system operator costs Included in direct energy costs, along with
electricity that we purchase, are scheduling coordination costs and other ISO fees and
charges. The actual ISO costs are not finalized until a settlement process by the ISO is
performed for each days activities for all grid participants. Prior to the completion of
settlement (which may take from one to several months), we estimate these costs based on
historical trends and preliminary settlement information. The historical trends and
preliminary information may differ from actual fees resulting in the need to adjust the
previously estimated costs.  
    Transportation and delivery costs Included in direct energy costs, along with natural
gas that we purchase, are interstate pipeline costs and utility service charges. These
fees are identified in the month incurred and settled in the following month.  
    Allowance for doubtful accounts We maintain allowances for doubtful accounts for
estimated losses resulting from non-payment of customer billings. If the financial
condition of our customers were to deteriorate, resulting in an impairment of their ability
to make payments, additional allowances may be required.  
    Unbilled receivables Our customers are billed monthly throughout the month on a
sequential basis or on a meter read cycle. Unbilled receivables represent the amount of
electricity and natural gas delivered to customers at the end of a reporting period, but
not yet billed. Unbilled receivables from sales are estimated by us to be the number of
kilowatt-hours or dekatherms delivered, but not yet billed, multiplied by the current
customer average sales price per kilowatt-hour or dekatherms as applicable.  
    InventoryInventory represents natural gas in storage as required by state regulatory
bodies and contractual obligations under customer choice programs. Inventory is stated at
the lower of cost or market.  
    Legal matters From time to time, we may be involved in litigation matters. We
regularly evaluate our exposure to threatened or pending litigation and other business
contingencies and accrue for estimated losses on such matters in accordance with SFAS No.
5, Accounting for Contingencies. As additional information about current or future
litigation or other contingencies becomes available, management will assess whether such
information warrants the recording of additional expense relating to our contingencies.
Such additional expense could potentially have a material adverse impact on our results of
operations and financial position. 17




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Results of Operations In the following comparative analysis, all percentages are calculated based on dollars in
thousands. The states of Pennsylvania and New Jersey are within the same ISO territory and
procurement of power is not managed separately, therefore, they are referred to as the Pennsylvania
market below. In January 2005, we announced a strategic realignment of our customer portfolio in the
Pennsylvania electricity market and the discontinuation of service to certain classes of
residential and small commercial customers. In connection with this decision, we sold electricity
commodity supply contracts, which were deemed excess based on the realignment plan, back to the
original supplier and recorded a gain on the sale of the contracts of $9,301 in the second quarter
of fiscal 2005. As a result of timing and forecasting issues related to realigning the portfolio,
we had unforeseen transitional supply obligations which could have been served more cost
effectively with the original supply contracts rather than with the market cost of the replacement
power which was subsequently purchased. As a result, we are restating the second quarter gain from
$9,301 to $7,201, to account for the higher replacement cost of power incurred in the third quarter
of fiscal 2005 and estimated to be incurred in the fourth quarter of fiscal 2005 compared to the
cost that would have been incurred under the original supply contracts. Three months ended April 30, 2005 compared to three months ended April 30, 2004. Net revenue of $68.5 million increased by $20.0 million, or 41%, for the three months ended
April 30, 2005 compared to the three months ended April 30, 2004. Gross profit increased $2.3
million to $8.0 million for the three months ended April 30, 2005 compared to $5.7 million for the
same prior year period. The gross profit increase in the three months ended April 30, 2005 was
primarily due to the newly acquired ACNU business, which contributed $4.2 million of gross profit.
The gross profit increase was offset by an overall increase in energy costs, which are influenced
by energy commodities, including natural gas and oil, in the national and international markets.
Our operating results for the three months ended April 30, 2005 included a loss from operations of
$1.2 million compared to a loss of $3.5 million for the same prior year period. Net revenue Retail electricity sales Retail electricity sales decreased $2.1 million, or 5%, to $44.8 million in the three months
ended April 30, 2005 compared to $46.9 million in the same period in the prior fiscal year. The
decrease resulted primarily from decreased energy sales across all markets, primarily in California
of $3.3 million, in Pennsylvania of $1.5 million, and in Michigan of $2.7 million due to customer
attrition compared to the prior year period. This decrease was offset by the newly acquired ACNU
business which contributed $5.4 million in electricity sales for the three months ended April 30,
2005. We sold 621 million kilowatt hours, or kWh, at an average retail price per kWh of $0.071 in
the three months ended April 30, 2005, as compared to 713 million kWh sold at an average retail
price per kWh of $0.065 in the same period in the prior fiscal year. Natural gas sales We acquired our natural gas business in six markets in February 2005. In the three months
ended April 30, 2005, natural gas sales were $18.0 million. We sold 1,826 million dekatherms, or
DTH, in the three months ended April 30, 2005 at an average price of $9.87 per DTH. The primary
markets that contributed to these sales were in Ohio of $8.6 million, in California of $4.4
million, and in Georgia of $3.0 million. Excess energy sales Excess energy sales increased $4.0 million to $5.7 million in the three months ended April 30,
2005 compared to $1.7 million in the same period in the prior year. The increase is attributable to
the sale of excess electricity for Pennsylvania operations of $2.6 million and for California
operations of $1.4 million compared to the prior fiscal third quarter. 18




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Excess energy sales represents the proceeds from surplus electricity we sell back into the
wholesale market when the electricity we have acquired exceeds our retail customers requirements.
The sale of excess energy supply is a natural by-product of balancing the power load used by our
customers against the power that we have previously purchased under contract in anticipation of our
forecast customer demand. Due to the inherent mismatch between our block purchases and our retail
demand and the volatility of customer load from day-to-day and within a given day, and the
volatility of prices on the spot market, significant fluctuations in excess energy sales can occur
from the optimization of our supply portfolio and customer demand. Direct energy costs Direct energy costs, which are recognized concurrently with related energy sales, include the
aggregated cost of purchased electricity and natural gas, fees incurred from various energy-related
service providers and energy-related taxes that cannot be passed directly through to the customer.
Beginning in February 2005, direct energy costs also include transportation and delivery costs for
interstate pipeline costs and utility service charges for natural gas. Electricity costs Our direct energy costs related to electricity increased to $45.7 million for the three months
ended April 30, 2005, an increase of $2.9 million, or 7%, from $42.8 million for the three months
ended April 30, 2004. This increase is primarily due to our newly acquired ACNU business which
contributed $4.5 million in direct energy costs. This increase was also attributable to an
increase in the average cost per kWh of $0.064 for the three months ended April 30, 2005, as
compared to an average cost per kWh of $0.057 for the three months ended April 30, 2004. Natural gas costs Our direct energy costs related to natural gas for the three months ended April 30, 2005 was
$14.7 million at an average cost of $8.07 per DTH. Customers At April 30, 2005, we had approximately 150,000 electricity and natural gas customers compared
to 105,000 customers at April 30, 2004. In February 2005, we acquired 18,000 electricity and
64,000 natural gas customers with the newly acquired ACNU business. The decrease, excluding the
acquired customers, was primarily due to customer attrition, including the effects of our strategic
realignment of our Pennsylvania customer portfolio. Selling and marketing expenses Our selling and marketing expenses decreased slightly by $0.1 million, or 8%, to $1.1 million
for the three months ended April 30, 2005, as compared to $1.2 million for the three months ended
April 30, 2004. The decrease was primarily due to lower advertising costs in the current fiscal
quarter. General and administrative expenses Our
general and administrative expenses increased $1.2 million, or 16%, to $8.2 million for
the three months ended April 30, 2005 compared to $7.0 million in the three months ended April 30,
2004. The increase in the current fiscal year was primarily attributed to additional general and
administrative expenses of $3.1 million related to the newly acquired ACNU business, offset by
approximately $2.0 million of decreases at the Company in general and administrative expenses in
the current three month period. Reorganization and initial public listing expenses We incurred $1.0 million in the third quarter of fiscal 2004 of costs related to our
reorganization into a Delaware holding company structure and the initial public listing of our
common stock on the American Stock Exchange. Management believed it was appropriate to classify
these costs as a separately identified selling, general and administrative expense category, and
included expenses such as legal, accounting, auditing, consulting, and printing and reproduction
fees that were specific to these activities. We incurred no such expenses in fiscal 2005. 19




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Initial formation litigation expenses In the three months ended April 30, 2004, we incurred $0.4 million of initial formation
litigation costs related to Commonwealth Energy Corporations formation compared to no such costs
during the three months ended April 30, 2005. Initial formation litigation expenses include legal
and litigation costs associated with the initial capital raising efforts by former Commonwealth
Energy Corporation employees, various board member matters, and the legal complications arising
from those activities. Provision for impairment on investments In the three months ended April 30, 2004, we recorded an additional impairment of $1.8 million
on our investments, to reflect the reduction of the remaining investment basis in Turbocor, BV, or
Turbocor, to zero. In fiscal 2005, we incurred no such provision. Provision for termination of Summit In the three months ended April 30, 2004, we recorded a provision for the termination of
Summit of $1.9 million, which also reflected a reduction of our ownership interest to 39.9% in
Power Efficiency Corporation, or PEC. In fiscal 2005, we incurred no such provision. Minority interest share of loss Minority interests in fiscal 2004 represent that portion of PECs post-consolidation losses
that are allocated to the non-Summit investors based on their aggregate minority ownership interest
in PEC. PEC is no longer consolidated in our financial statements in fiscal 2005. Benefit from income taxes No provision for, or benefit from, income taxes was recorded for the three months ended April
30, 2005; as compared to the benefit from income taxes of $1.6 million for the three months ended
April 30, 2004. In fiscal 2005, we established a valuation allowance equal to our calculated tax
benefit because we believed it was not certain that we would realize these tax benefits in the
foreseeable future. The current period results are not sufficient to modify this conclusion. Nine months ended April 30, 2005 compared to nine months ended April 30, 2004. Net revenue of $188.0 million increased by $34.0 million, or 22%, for the nine months ended
April 30, 2005 compared to the nine months ended April 30,
2004. Gross profit increased $10.9
million, or 82%, to $24.2 million for the nine months ended April 30, 2005 compared to $13.3
million for the same prior year period. The gross profit increase in the nine months ended April
30, 2005 was primarily due to the newly acquired ACNU business, which contributed $4.2 million of
gross profit and the sale of the electricity commodity supply contracts related to Pennsylvania
market of $7.2 million. Our operating results for the nine months ended April 30, 2005 included
loss from operations of $1.9 million compared to a loss of $10.4 million for the same prior year
period. Net revenue Retail electricity sales Retail electricity sales decreased $6.7 million, or 5%, to $142.3 million in the nine months
ended April 30, 2005 compared to $149.0 million in the same period in the prior fiscal year. The
decrease resulted primarily from customer attrition compared to the prior year period, offset by
electricity sales of $5.4 million contributed from the newly acquired ACNU business. We sold 2,077
million kWh at an average retail price per kWh of $0.068 in the nine months ended April 30, 2005,
as compared to 2,270 million kWh sold at an average retail price per kWh of $0.065 in the nine
months ended April 30, 2004. The markets that contributed were primarily a decrease in 20




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California of $11.7 million and Pennsylvania of $6.1 million, offset by increased electricity
sales in Michigan of $3.0 million. Natural gas sales In February 2005, we acquired our natural gas business, therefore, the three months and the
nine months sales are the same at $18.0 million. Excess energy sales Excess energy sales increased $22.8 million to $27.7 million in the nine months ended April
30, 2005 compared to $4.9 million in the same period in the prior year. The increase is
attributable to the $9.3 million sale in January 2005 of electricity supply contracts in
Pennsylvania and the sale of excess electricity for Pennsylvania operations of $7.8 million and for
California operations of $5.7 million compared to the same period in the prior year. Direct energy costs Electricity costs Our direct energy costs related to electricity increased to $149.2 million for the nine months
ended April 30, 2005, an increase of $8.5 million, or 6%, from $140.7 million for the nine months
ended April 30, 2004. This increase is primarily due to our newly acquired ACNU business which
contributed $4.5 million in direct energy costs for electricity and was acquired at the beginning
of the third quarter of fiscal 2005. The remaining increase was due to overall increases in energy
costs. Our average cost per kWh was $.062 for the nine months ended April 30, 2005, as compared to
$0.059 in the nine months ended April 30, 2004. Natural gas costs In February 2005, we acquired our natural gas business, therefore, our direct energy costs
related to natural gas for the three and nine months ended April 30, 2005 were the same at $14.7
million. Selling and marketing expenses Our selling and marketing expenses decreased by $0.3 million, or 10%, to $2.8 million for the
nine months ended April 30, 2005, as compared to $3.1 million for the nine months ended April 30,
2004. The decrease was primarily due to lower advertising costs in the current fiscal year. General and administrative expenses Our general and administrative expenses increased $4.4 million, or 23%, to $23.2 million for
the nine months ended April 30, 2005 compared to $18.8 million in the nine months ended April 30,
2004. The increase in the current fiscal year was primarily attributed to $3.6 million employment
related settlement payments and additional general and administrative expenses related to the newly
acquired ACNU business, offset by $1.7 million in the prior fiscal nine month period for severance
to former executives. Reorganization and initial public listing expenses We incurred $1.8 million in the nine months ended April 30, 2004 of costs related to our
reorganization into a Delaware holding company structure and the initial public listing of our
common stock on the American Stock Exchange. We incurred no such expenses in fiscal 2005. Initial formation litigation expenses In the nine months ended April 30, 2005, we incurred $1.6 million of initial formation
litigation costs related to Commonwealth Energy Corporations formation compared to $1.0 million
during the nine months ended April 30, 2004. Initial formation litigation expenses include legal
and litigation costs associated with the initial capital raising 21




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efforts by former Commonwealth Energy Corporation employees, various board member matters, and
the legal complications arising from those activities. Provision for impairment on investments In the nine months ended April 30, 2004, we recorded an impairment of $6.1 million on our
investments, to reflect our percentage ownership in the net equity of each of Summits investments
for Turbocor and Envenergy, Inc. In fiscal 2005, we incurred no such provision. Minority interest share of loss Minority interests in fiscal 2004 represent that portion of PECs post-consolidation losses
that are allocated to the non-Summit investors based on their aggregate minority ownership interest
in PEC. PEC is no longer consolidated in our financial statements in fiscal 2005. Benefit from income taxes No provision for, or benefit from, income taxes was recorded for the nine months ended April
30, 2005; as compared to the benefit from income taxes of $3.4 million for the nine months ended
April 30, 2004. In fiscal 2005, we established a valuation allowance equal to our calculated tax
benefit because we believed it was not certain that we would realize these tax benefits in the
foreseeable future. The current period results are not sufficient to modify this conclusion. Liquidity and Capital Resources As of April 30, 2005, our unrestricted cash and cash equivalents were $36.1 million, compared
to $54.1 million at July 31, 2004 and our restricted cash and cash equivalents were $8.4 million,
compared to $4.0 million at July 31, 2004. In addition to restricted cash, we also had cash
deposits of $9.4 million at April 30, 2005, compared to $5.4 million at July 31, 2004. Our
principal sources of liquidity to fund ongoing operations were cash provided by operations and
existing cash and cash equivalents. Cash flow used in operations for the nine months ended April 30, 2005 was $0.7 million,
compared to cash flow used in operations of $0.3 million in the nine months ended April 30, 2004.
In the nine months ended April 30, 2005, cash was used primarily by decreases in accounts payable
of $11.0 million, accounts receivable of $1.2 million and prepaid expenses and other assets of $4.4
million, offset by working capital used for the newly acquired ACNU business. Cash flow used in investing activities for the nine months ended April 30, 2005 was $15.2
million compared to $0.9 million for the nine months ended April 30, 2004. Cash used in investments
was primarily for the purchase of the ACNU business in the current fiscal year. Cash flow used in financing activities for the nine months ended April 30, 2005 was $2.1
million, compared to cash flow provided by financing activities of $14.3 million in the nine months
ended April 30, 2004. In the current fiscal year, cash flow used was primarily for the
cancellation of common stock in connection with a shareholder settlement and increased restricted
cash primarily for an increase required in letters of credit in New Jersey and Pennsylvania. In the
prior fiscal year, restricted cash decreased primarily due to the cancellation of the required
security for an appeals bond of $4.1 million related to a settled litigation and the $7.8 million
net reduction of the required letters of credit secured by cash related to energy suppliers. We do not have open lines of credit for direct unsecured borrowings or letters of credit.
Credit terms from our suppliers of electricity often require us to post collateral against our
energy purchases and against our mark-to-market exposure with certain of our suppliers. We
currently finance these collateral obligations with our available cash. If we are required to post
such additional security, a portion of our cash would become restricted, which could adversely
affect our liquidity. As of April 30, 2005, we had $8.4 million in restricted cash to secure
letters of credit required by our suppliers and $9.1 million in deposits pledged as collateral in
connection with energy purchase agreements. 22




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Based upon our current plans, level of operations and business conditions, we believe that our
cash and cash equivalents, and cash generated from operations will be sufficient to meet our
capital requirements and working capital needs for the foreseeable future. However, there can be no
assurance that we will not be required to seek other financing in the future or that such
financing, if required, will be available on terms satisfactory to us. Planned Capital Expenditures Our Board of Directors recently approved a $2.0 million budget for systems infrastructure
upgrades. At April 30, 2005, $0.4 million of capital expenditures had been spent related to these
system upgrades. The majority of these system upgrades will be purchased and implemented in
calendar year 2005. Contractual Obligations There have been no material changes to contractual obligations from the disclosures set forth
in Part II, Item 7 in our Annual Report on Form 10-K for the year ended July 31, 2004, except as
set forth below. In January 2005, we announced a strategic realignment of our customer portfolio in the
Pennsylvania electricity market and the discontinuation of service to certain classes of
residential and small commercial customers. In connection with this decision, we sold electricity
commodity supply contracts, which were deemed excess based on the realignment plan, back to the
original supplier and recorded a gain on the sale of the contracts of $9.3 million in the second
quarter of fiscal 2005. As a result of timing and forecasting issues related to realigning the
portfolio, we had unforeseen transitional supply obligations which could have been served more cost
effectively with the original supply contracts rather than with the market cost of the replacement
power which was subsequently purchased. As a result, we are restating the second quarter gain from
$9.3 million to $7.2 million, to account for the higher replacement cost of power incurred in the
third quarter of fiscal 2005 and estimated to be incurred in the fourth quarter of fiscal 2005
compared to the cost that would have been incurred under the original supply contracts. After giving effect to the electricity supply contracts that were sold in January 2005 in the
Pennsylvania territory, as of April 30, 2005, we have commitments of $79.6 million for electricity
purchase contracts in the normal course of doing business. These contracts are with various
suppliers and extend out through December 2006. In addition, at April 30, 2005, we have
commitments of $2.0 million for natural gas purchase contracts, which are primarily transportation
and capacity contracts, through October 2006. Factors That May Affect Future Results If competitive restructuring of the electric markets is delayed or does not result in viable
competitive market rules, our business will be adversely affected. The Federal Energy Regulatory Commission, or FERC, has maintained a strong commitment over the
past seven years to the deregulation of electricity markets. This movement would seem to indicate
the continuation and growth of a competitive electric retail industry. Twenty-four states and the
District of Columbia have either enacted enabling legislation or issued a regulatory order to
implement retail access. In 18 of these states, retail access is either currently available to some
or all customers, or will soon be available. However, in many of these markets the market rules
adopted have not resulted in energy service providers being able to compete successfully with the
local utilities and customer switching rates have been low. Our business model depends on other
favorable markets opening under viable competitive rules in a timely manner. In any particular
market, there are a number of rules that will ultimately determine the attractiveness of any
market. Markets that we enter may have both favorable and unfavorable rules. If the trend towards
competitive restructuring of retail energy markets does not continue or is delayed or reversed, our
business prospects and financial condition could be materially adversely impaired. Retail energy market restructuring has been and will continue to be a complicated regulatory
process, with competing interests advanced not only by relevant state and federal utility
regulators, but also by state legislators, federal legislators, local utilities, consumer advocacy
groups and other market participants. As a result, the extent to which there are legitimate
competitive opportunities for alternative energy suppliers in a given jurisdiction may vary widely
and we cannot be assured that regulatory structures will offer us competitive opportunities to sell
energy to 23




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consumers on a profitable basis. The regulatory process could be negatively impacted by a
number of factors, including interruptions of service and significant or rapid price increases. The
legislative and regulatory processes in some states take prolonged periods of time. In a number of
jurisdictions, it may be many years from the date legislation is enacted until the retail markets
are truly open for competition. In addition, although most retail energy market restructuring has been conducted at the state
and local levels, bills have been proposed in Congress in the past that would preempt state law
concerning the restructuring of the retail energy markets. Although none of these initiatives has
been successful, we cannot assure stockholders that federal legislation will not be passed in the
future that could materially adversely affect our business. We face many uncertainties that may cause substantial operating losses and we cannot assure
stockholders that we can achieve and maintain profitability. We intend to increase our operating expenses to develop and expand our business, including
brand development, marketing and other promotional activities and the continued development of our
billing, customer care and power procurement infrastructure. Our ability to operate profitably will
depend on, among other things:  
    Our ability to attract and to retain a critical mass of customers at a reasonable cost;
    Our ability to continue to develop and maintain internal corporate organization and systems;
    The continued competitive restructuring of retail energy markets with viable
competitive market rules; and
    Our ability to effectively manage our energy procurement and shaping requirements, and
to sell our energy at a sufficient profit margin. We may have difficulty obtaining a sufficient number of customers. We anticipate that we will incur significant costs as we enter new markets and pursue
customers by utilizing a variety of marketing methods. In order for us to recover these expenses,
we must attract and retain a large number of customers to our service. We may experience difficulty attracting customers because many customers may be reluctant to
switch to a new supplier for a commodity as critical to their well-being as electricity and natural
gas. A major focus of our marketing efforts will be to convince customers that we are a reliable
provider with sufficient resources to meet our commitments. If our marketing strategy is not
successful, our business, results of operations and financial condition could be materially
adversely affected. We depend upon internally developed systems and processes to provide several critical functions for
our business, and the loss of these functions could materially adversely impact our business. We have developed our own systems and processes to operate our back-office functions,
including customer enrollment, metering, forecasting, settlement and billing. Problems that arise
with the performance of our back-office functions could result in increased expenditures, delays in
the launch of our commercial operations into new markets, or unfavorable customer experiences that
could materially adversely affect our business strategy. Also, any interruption of these services
could be disruptive to our business. We are currently in the process of replacing a number of our
internally developed legacy software systems with vendor systems. As we do so, we may incur
duplicative expenses for a period of time, installation and integration issues with new systems or
delays in the implementation of new systems. If we experience some or all of these new system
implementation risks, we may not be able to establish a sufficient operating history for
Sarbanes-Oxley 404 Attestation requirements, which we must meet by our fiscal year ending July 31,
2006. Substantial fluctuations in electricity and natural gas prices or the cost of transmitting and
distributing electricity and natural gas could have a material adverse affect on us. 24




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To provide electricity and natural gas to our customers, we must, from time to time, purchase
the energy commodity in the short-term or spot wholesale energy markets, which can be highly
volatile. In particular, the wholesale electricity market can experience large price fluctuations
during peak load periods. Furthermore, to the extent that we enter into contracts with customers
that require us to provide electricity and natural gas at a fixed price over an extended period of
time, and to the extent that we have not purchased the commodity to cover those commitments, we may
incur losses caused by rising wholesale prices. Periods of rising prices may reduce our ability to
compete with local utilities because their regulated rates may not immediately increase to reflect
these increased costs. Energy Service Providers like us take on the risk of purchasing power for an
uncertain load and if the load does not materialize as forecast, it leaves us in a long position
that would be resold into the wholesale electricity and natural gas market. Sales of this surplus
electricity could be at prices below our cost. Long positions of natural gas must be stored in
inventory and are subject to lower of cost or market valuations that can produce unrealized losses.
Conversely, if unanticipated load appears that may result in an insufficient supply of electricity
or natural gas, we would need to purchase the additional supply. These purchases could be at prices
that are higher than our sales price to our customers. Either situation could create losses for us
if we are exposed to the price volatility of the wholesale spot markets. Any of these contingencies
could substantially increase our costs of operation. Such factors could have a material adverse
effect on our financial condition. We are dependent on local utilities for distribution of electricity and natural gas to our
customers over their distribution networks. If these local utilities are unable to properly operate
their distribution networks, or if the operation of their distribution networks is interrupted for
periods of time, we could be unable to deliver electricity or natural gas to our customers during
those interruptions. This would results in lost revenue to us, which could adversely impact the
results of our operations. Some suppliers of electricity have been experiencing deteriorating credit quality. We continue to monitor our suppliers credit quality to attempt to reduce the impact of any
potential counterparty default. As of April 30, 2005, the majority of our counterparties are rated
investment grade or above by the major rating agencies. These ratings are subject to change at any
time with no advance warning. A deterioration in the credit quality of our suppliers could have an
adverse impact on our sources of electricity purchases. If the wholesale price of electricity decreases, we may be required to post letters of credit for
margin to secure our obligations under our long term energy contracts. As the price of the electricity we purchase under long-term contracts is fixed over the term
of the contracts, if the market price of wholesale electricity decreases below the contract price,
the power generator may require us to post margin in the form of a letter of credit, or other
collateral, to protect themselves against our potential default on the contract. If we are required
to post such security, a portion of our cash would become restricted, which could adversely affect
our liquidity. We do not utilize bank lines of credit at this time and may have limited access to additional
credit from banks and commodity suppliers. As of April 30, 2005, we believe that we have adequate cash and liquidity and supplier lines
of credit to sustain our business operations in the near term. To expand our business in the
future, we will likely pursue external financing from banks, other financial institutions and
commodity suppliers. In connection with financing arrangements, we may choose to pledge our
accounts receivable and commodity inventory or commodity contracts as collateral to support the
extension of credit. Additionally, we have issued and will continue to issue parent company
guarantees of subsidiary obligations for commercial credit in connection with the arrangements for
unsecured credit from commodity suppliers. We are required to rely on utilities with whom we will be competing to perform some functions for
our customers. Under the regulatory structures adopted in most jurisdictions, we will be required to enter
into agreements with local utilities for use of the local distribution systems, and for the
creation and operation of functional interfaces necessary for us to serve our customers. Any delay
in these negotiations or our inability to enter into reasonable 25




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agreements with those utilities could delay or negatively impact our ability to serve
customers in those jurisdictions. This could have a material negative impact on our business,
results of operations and financial condition. We are dependent on local utilities for maintenance of the infrastructure through which
electricity and natural gas is delivered to our customers. We are limited in our ability to control
the level of service the utilities provide to our customers. Any infrastructure failure that
interrupts or impairs delivery of electricity or natural gas to our customers could have a negative
effect on the satisfaction of our customers with our service, which could have a material adverse
effect on our business. Regulations in many markets require that the services of reading our customers energy meters
and the billing and collection process be retained by the local utility. In those states, we will
be required to rely on the local utility to provide us with our customers energy usage data and to
pay us for our customers usage based on what the local utility collects from our customers. We may
be limited in our ability to confirm the accuracy of the information provided by the local utility
and we may not be able to control when we receive payment from the local utility. The local
utilitys systems and procedures may limit or slow down our ability to create a supplier
relationship with our customers that would delay the timing of when we can begin to provide
electricity or natural gas to our new customers. If we do not receive payments from the local
utility on a timely basis, our working capital may be impaired. We are subject to federal and state regulations in our electricity and natural gas marketing
business and the rules and regulations of regional independent system operators, or ISOs, in our
electricity business. The rules under which we operate are imposed upon us by federal and state regulators, the
regional ISOs and interstate pipelines. The rules are subject to change, challenge and revision,
including revision after the fact. In California, the FERC and other regulatory and judicial bodies continue to examine the
behavior of market participants during the California Energy Crisis of 2000 and 2001, and to
recalculate what market clearing prices should have or might have been under alternative scenarios
of behavior by market participants. In the event the historical costs of market operations were to
be reallocated among market participants, we can not predict whether the results would be favorable
or unfavorable for us nor can we predict the amount of such adjustments. In Pennsylvania, beginning in December 2004, the ISO established a Seams Elimination Charge
Adjustment, or SECA, to compensate transmission owners for the change in the Regional Trough and
Out Rates, or RTOR, which eliminated some transmission charges and revenues from the ISO system
operations. The impact on us, if any, is uncertain at this time. Compensatory payments to
transmission owners are likely, but the recovery mechanism from customers, utilities or other load
serving entities, such as us, is uncertain. We can not predict the amount of these adjustments, if
any, that it might be charged at this time. In some markets, we are required to bear credit risk and billing responsibility for our customers. In some markets, we are responsible for the billing and collection functions for our
customers. In these markets, we may be limited in our ability to terminate service to customers who
are delinquent in payment. Even if we terminate service to customers who fail to pay their utility
bill in a timely manner, we may remain liable to our suppliers of electricity or natural gas for
the cost of the electricity or natural gas and to the local utilities for services related to the
transmission and distribution of electricity or natural gas to those customers. The failure of our
customers to pay their bills in a timely manner or our failure to maintain adequate billing and
collection programs could materially adversely affect our business. Our revenues and results of operations are subject to market risks that are beyond our control. We sell electricity and natural gas that we purchase from third-party power generation
companies and natural gas producers to our retail customers on a contractual or monthly basis. We
are not guaranteed any rate of return through regulated rates, and our revenues and results of
operations are likely to depend, in large part, upon prevailing market prices for electricity and
natural gas in our regional markets. These market prices may fluctuate substantially over
relatively short periods of time. These factors could have an adverse impact on our revenues and
results of operations. 26




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Volatility in market prices for electricity and natural gas results from multiple factors,
including:  
    weather conditions, including hydrological conditions such as precipitation, snow pack and stream flow,
    seasonality,
    unexpected changes in customer usage,
    transmission or transportation constraints or inefficiencies,
    planned and unplanned plant or transmission line outages,
    demand for electricity,
    natural gas, crude oil and refined products, and coal supply availability to generators
from whom we purchase electricity,
    natural disasters, wars, embargoes and other catastrophic events, and
    federal, state and foreign energy and environmental regulation and legislation. We may experience difficulty in integrating and managing acquired businesses successfully and in
realizing anticipated economic, operational and other benefits in a timely manner We recently completed the acquisition of certain assets of ACN Energy, Inc. The ultimate
success of this acquisition depends, in part, on our ability to realize the anticipated synergies,
cost savings and growth opportunities from integrating ACN Energys business into our existing
businesses. If we fail to maintain an effective system of internal controls, we may not be able to accurately
report our financial results or prevent fraud. As a result, current and potential stockholders
could lose confidence in our financial reporting, which would harm our business and the trading
price of our stock. Effective internal controls are necessary for us to provide reliable financial reports and
effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our
operating results could be harmed. We have in the past discovered, and may in the future discover,
areas of our internal controls that need improvement. For example, in January 2005, we sold
electricity commodity supply contracts related to a strategic realignment of our customer portfolio
in the Pennsylvania electricity market and the discontinuation of service to certain classes of
residential and small commercial customers. As a result of timing issues related to realigning the
portfolio and inaccurately forecasting the resulting required electricity supply, we had
transitional electricity supply obligations which could have been served more cost effectively with
the original supply contract rather than with the current market cost of the replacement power
which was subsequently purchased at market prices. In the execution of this portfolio realignment,
we observed deficiencies in our internal controls relating to monitoring the operational progress
of the realignment. Our independent auditors advised us that in their opinion, with which we
concur, these internal control deficiencies constitute reportable conditions, and collectively, a
material weakness that caused us to restate our second quarter reported results, which means that
this was an issue that in the auditors judgment could adversely affect our ability to record,
process, summarize and report financial data consistent with the assertions of management in the
financial statements. In both fiscal 2004 and 2005, we devoted significant resources to remediate
and improve our internal controls. Although we believe that these efforts have strengthened our
internal controls and addressed the concerns that gave rise to the reportable condition and
material weakness in fiscal 2004 and 2005, we are continuing to work to improve our internal
controls, including in the area of energy accounting. We cannot be certain that these measures will
ensure that we implement and maintain adequate controls over our financial processes and reporting
in the future. Any failure to implement required new or improved controls, or difficulties
encountered in their implementation, could harm our operating results or cause us to fail to meet
our reporting obligations. Inferior internal controls could also cause investors to lose confidence
in our reported financial information, which could have a negative effect on the trading price of
our stock. 27




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Investor confidence and share value may be adversely impacted if our independent auditors are
unable to provide us with the attestation of the adequacy of our internal controls over financial
reporting as of July 31, 2006, as required by Section 404 of the Sarbanes-Oxley Act of 2002. As directed by Section 404 of the Sarbanes-Oxley Act of 2002, the Securities and Exchange
Commission adopted rules requiring public companies to include a report of management on our
internal controls over financial reporting in our Annual Reports on Form 10-K that contains an
assessment by management of the effectiveness of our internal controls over financial reporting. In
addition, our independent auditors must attest to and report on managements assessment of the
effectiveness of our internal controls over financial reporting. This requirement will first apply
to our Annual Report on Form 10-K for the fiscal year ending July 31, 2006. How companies should be
implementing these new requirements including internal control reforms, if any, to comply with
Section 404s requirements, and how independent auditors will apply these new requirements and test
companies internal controls, are subject to uncertainty. Although we are diligently and vigorously
reviewing our internal controls over financial reporting in order to ensure compliance with the new
Section 404 requirements, if our independent auditors are not satisfied with our internal controls
over financial reporting or the level at which these controls are documented, designed, operated or
reviewed, or if the independent auditors interpret the requirements, rules or regulations
differently than we do, then they may decline to attest to managements assessment or may issue a
report that is qualified. This could result in an adverse reaction in the financial marketplace due
to a loss of investor confidence in the reliability of our financial statements, which ultimately
could negatively impact the market price of our shares. We have initiated a company-wide review of our internal controls over financial reporting as
part of the process of preparing for compliance with Section 404 of the Sarbanes-Oxley Act of 2002
and as a complement to our existing overall program of internal controls over financial reporting.
As a result of this on-going review, we have made numerous improvements to the design and
effectiveness of our internal controls over financial reporting through the period ended April 30,
2005. We anticipate that improvements will continue to be made. 
 Item 3. Quantitative and Qualitative Disclosures about Market Risk. There have been no material changes to information called for by this Item 3 from the
disclosures set forth in Part II, Item 7A in the Companys Annual Report on Form 10-K for the year
ended July 31, 2004, except as set forth below. Our activities expose us to a variety of market risks principally from commodity prices.
Management has established risk management policies and procedures designed to reduce the
potentially adverse effects that the price volatility of these markets may have on our operating
results. Our risk management activities, including the use of derivative instruments, are subject
to the management, direction and control of an internal risk oversight committee. We maintain
commodity price risk management strategies that use derivative instruments within strict risk
tolerances to minimize significant, unanticipated earnings fluctuations caused by commodity price
volatility. Derivative instruments measured at fair market value are recorded on the balance sheet
as an asset or liability. Changes in fair market value are recognized currently in earnings unless
specific hedge accounting criteria are met. Supplying electricity and natural gas to retail customers requires us to match customers
projected demand with fixed price purchases. We primarily use forward physical energy purchases and
derivative instruments to minimize significant, unanticipated earnings fluctuations caused by
commodity price volatility. In certain markets where we operate, entering into forward fixed price
contracts may be expensive relative to derivative alternatives. Derivative instruments, primarily
swaps and futures, are used to hedge the future purchase price of electricity for the applicable
forecast usage protecting us from significant price volatility. In the third fiscal quarter of
2005, certain forward fixed price purchases and swap agreements were designated as cash flow hedges
resulting in changes in the hedge value being deferred in other comprehensive income (loss). To the
extent that the hedges are not effective, the ineffective portion of the changes in fair market
value was recorded in direct energy costs. We also entered into transactions that did not qualify
as accounting hedges but were designed to take advantage of trends in wholesale power prices to
reduce our direct energy costs. Some of these transactions do not qualify for hedge accounting
treatment under SFAS 133. In such cases, the changes in the fair value of these transactions are
recorded in earnings as a component 28




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of direct energy costs. We did not engage in trading activities in the wholesale energy market
other than to manage our direct energy cost in an attempt to improve the profit margin associated
with our customer requirements. The amounts recorded in other comprehensive income (loss) at April 30, 2005 related to cash
flow hedges are summarized in the following table: July 31,
    
    
    October 31,
    
    
    January 31,
    
    
    April 30,2004
    
    
    2004
    
    
    2005
    
    
    2005Current assets
    
    $
    
    
    
    $
    1,450
    
    
    $
    
    
    
    $
    Current liabilities
    
    
    
    
    
    
    
    
    
    
    (112
    )
    
    
    (506
    )Deferred losses
    
    
    
    
    
    
    
    
    
    
    (430
    )
    
    
    (213
    )Other comprehensive income (loss)
    
    $
    
    
    
    $
    1,450
    
    
    $
    (542
    )
    
    $
    (719
    )
 As of June 6, 2005, we had 92% of our forecast fixed price electricity load through December
31, 2005 covered through either fixed price power purchases with counterparties, or price protected
through financial hedges. In addition, a significant portion of our forecast energy (both
electricity and currently all natural gas) load contain variable pricing and therefore, do not have
significant fixed price commitments beyond several months. 
 Item 4. Controls and Procedures. a) Evaluation of Disclosure Controls and Procedures. Our Principal Executive Officer and Chief Financial Officer have concluded, based on their
evaluation as of the end of the period covered by this report, that our disclosure controls and
procedures (as defined in Rules 13(a)-15(e) under the Securities Act of 1934, as amended) currently
in effect, including the changes in internal controls over financial reporting described below, are
effective to ensure that all information required to be disclosed by the Company in the reports
filed or submitted by it under the Securities and Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the SECs rules and forms, and include controls
and procedures designed to ensure that information required to be disclosed by the Company in such
reports is accumulated and communicated to the Companys management, including the Principal
Executive Officer and the Chief Financial Officer, as appropriate and allow timely decisions
regarding required disclosure. In June 2005, we advised the Audit Committee of our Board of Directors that, in monitoring the
strategic realignment of our Pennsylvania customer portfolio, we noted deficiencies in our
disclosure controls and procedures, as well as our internal controls over financial reporting
relating to monitoring the operational progress of the realignment and properly forecasting the
resulting required electricity supply. Our independent auditors, Ernst & Young LLP, have advised the Audit Committee, also in June
2005, that these internal control deficiencies constitute a reportable condition and a material
weakness as defined in Statement on Auditing Standards No. 60. Immediately prior to the filing of
this Quarterly Report on Form 10-Q, we filed an amended Quarterly Report on Form 10-Q/A for the
period ended January 31, 2005. The amended Quarterly Report principally restates prior reported
results and include additional disclosures in the appropriate period as a result of finding the
foregoing weakness in our internal controls. We continue to evaluate and implement methods to improve our internal controls and procedures
with the assistance of outside advisors. We have taken the following corrective actions, some of
which we began to implement as early as March 2005:  
    Determined that a major integrated system upgrade was required to replace the current
in-house forecasting, meter tracking and sales systems. We have evaluated several such
third party systems and have begun implementation on our selections;
    Established procedures to reconcile demand and load factors among the various
in-house systems until the integrated system can be fully implemented;
    Established procedures to reconcile meter counts on a weekly basis among the various
in-house systems until the integrated system can be fully implemented; and 29




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##### Table of Contents




    Established senior level management oversight of the load forecasting process,
including weekly update and reporting meetings. We will continue to designed and implement additional procedures to ensure that these internal
control deficiencies will not result in material misstatements in our consolidated financial
statements contained in this Quarterly Report on Form 10-Q, and will not result in material
misstatements in our future financial results. b) Changes in Internal Controls. Other than as described above, there have been no material changes in our internal control
over financial reporting during the period covered by this report that has materially affected, or
is reasonably likely to materially affect, our internal control over financial reporting. 30




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PART II OTHER INFORMATION 
 Item 6. Exhibits. The exhibit listed below is hereby filed with the Securities and Exchange Commission as part
of this Report. ExhibitNumber
    
    Description10.1
    
    Confidential Settlement Agreement and General Release dated as of April 21,
2005 by and among Ian B. Carter, Commerce Energy, Inc. and Commerce Energy
Group, Inc. , previously filed with the Commission as Exhibit 10.1 to the
Companys Current Report on Form 8-K filed with the Commission on April 22,
2005, which is incorporated herein by reference.10.2
    
    Form of Stock Option Agreement by and between Ian B. Carter and Commerce
Energy Group, Inc. , previously filed with the Commission as Exhibit 10.2
to the Companys Current Report on Form 8-K filed with the Commission on
April 22, 2005, which is incorporated herein by reference.10.3
    
    Asset Purchase Agreement dated as of February 9, 2005 by and among
Commonwealth Energy Corporation, ACN Utility Services, Inc., ACN Energy,
Inc., ACN Power, Inc. and, as to certain sections thereof only, Commerce
Energy Group, Inc. and American Communications Network, Inc., previously
filed with the Commission as Exhibit 2.1 to the Companys Current Report on
Form 8-K filed with the Commission on February 10, 2005, which is
incorporated herein by reference.10.4
    
    Transition Services Agreement dated as of February 9, 2005 by and between
American Communications Network, Inc. and Commonwealth Energy Corporation,
previously filed with the Commission as Exhibit 2.2 to the Companys
Current Report on Form 8-K filed with the Commission on February 10, 2005,
which is incorporated herein by reference.10.5
    
    Sales Agency Agreement dated as of February 9, 2005 by and among
Commonwealth Energy Corporation, Commerce Energy Group, Inc. and American
Communications Network, Inc., previously filed with the Commission as
Exhibit 2.3 to the Companys Current Report on Form 8-K filed with the
Commission on February 10, 2005, which is incorporated herein by reference.10.6
    
    Escrow Agreement dated as of February 9, 2005 by and among Commonwealth
Energy Corporation, ACN Utility Services, Inc., ACN Energy, Inc., ACN
Power, Inc., Commerce Energy Group, Inc., American Communications Network,
Inc. and Computershare Trust Company, Inc., previously filed with the
Commission as Exhibit 2.4 to the Companys Current Report on Form 8-K filed
with the Commission on February 10, 2005, which is incorporated herein by
reference.10.7
    
    Summary of Commerce Energy Group, Inc. Management Bonus Program for 2005,
previously filed with the Commission as Exhibit 10.1 to the Companys
Current Report on Form 8-K filed with the Commission on February 10, 2005,
which is incorporated herein by reference.10.8
    
    Offer Letter for Tom Ulry dated February 28, 2005, previously filed with
the Commission as Exhibit 99.1 to the Companys Current Report on Form 8-K
filed with the Commission on March 7, 2005, which is incorporated herein by
reference.10.9
    
    Commerce Energy Group, Inc. 2005 Employee Stock Purchase Plan, previously
filed with the Commission as Exhibit 10.1 to the Companys Current Report
on Form 8-K filed with the Commission on January 19, 2005, which is
incorporated herein by reference.31.1
    
    Principal Executive Officer Certification required by Rule 13a-14(a) under
the Securities Exchange Act of 1934, as amended.31.2
    
    Chief Financial Officer
Certification required by Rule 13a-14(a)under of the
Securities Exchange Act of 1934, as amended.32.1
    
    Principal Executive Officer Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to
 31




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##### Table of Contents



ExhibitNumber
    
    DescriptionSection 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 32




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##### Table of Contents



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 thereunto duly authorized. COMMERCE ENERGY GROUP, INC. Date: June 14, 2005
    
    By:
    
    /s/ Peter WeigandPeter WeigandPresident(Principal Executive Officer)Date: June 14, 2005
    
    By:
    
    /s/ Richard L. BoughrumRichard L. BoughrumSenior Vice President, Chief Financial Officer(Principal Financial Officer)
 33




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##### Table of Contents



EXHIBIT INDEX ExhibitNumber
    
    Description10.1
    
    Confidential Settlement Agreement and General Release dated as of April 21,
2005 by and among Ian B. Carter, Commerce Energy, Inc. and Commerce Energy
Group, Inc. , previously filed with the Commission as Exhibit 10.1 to the
Companys Current Report on Form 8-K filed with the Commission on April 22,
2005, which is incorporated herein by reference.10.2
    
    Form of Stock Option Agreement by and between Ian B. Carter and Commerce
Energy Group, Inc. , previously filed with the Commission as Exhibit 10.2
to the Companys Current Report on Form 8-K filed with the Commission on
April 22, 2005, which is incorporated herein by reference.10.3
    
    Asset Purchase Agreement dated as of February 9, 2005 by and among
Commonwealth Energy Corporation, ACN Utility Services, Inc., ACN Energy,
Inc., ACN Power, Inc. and, as to certain sections thereof only, Commerce
Energy Group, Inc. and American Communications Network, Inc., previously
filed with the Commission as Exhibit 2.1 to the Companys Current Report on
Form 8-K filed with the Commission on February 10, 2005, which is
incorporated herein by reference.10.4
    
    Transition Services Agreement dated as of February 9, 2005 by and between
American Communications Network, Inc. and Commonwealth Energy Corporation,
previously filed with the Commission as Exhibit 2.2 to the Companys
Current Report on Form 8-K filed with the Commission on February 10, 2005,
which is incorporated herein by reference.10.5
    
    Sales Agency Agreement dated as of February 9, 2005 by and among
Commonwealth Energy Corporation, Commerce Energy Group, Inc. and American
Communications Network, Inc., previously filed with the Commission as
Exhibit 2.3 to the Companys Current Report on Form 8-K filed with the
Commission on February 10, 2005, which is incorporated herein by reference.10.6
    
    Escrow Agreement dated as of February 9, 2005 by and among Commonwealth
Energy Corporation, ACN Utility Services, Inc., ACN Energy, Inc., ACN
Power, Inc., Commerce Energy Group, Inc., American Communications Network,
Inc. and Computershare Trust Company, Inc., previously filed with the
Commission as Exhibit 2.4 to the Companys Current Report on Form 8-K filed
with the Commission on February 10, 2005, which is incorporated herein by
reference.10.7
    
    Summary of Commerce Energy Group, Inc. Management Bonus Program for 2005,
previously filed with the Commission as Exhibit 10.1 to the Companys
Current Report on Form 8- K filed with the Commission on February 10, 2005,
which is incorporated herein by reference.10.8
    
    Offer Letter for Tom Ulry dated February 28, 2005, previously filed with
the Commission as Exhibit 99.1 to the Companys Current Report on Form 8- K
filed with the Commission on March 7, 2005, which is incorporated herein by
reference.10.9
    
    Commerce Energy Group, Inc. 2005 Employee Stock Purchase Plan, previously
filed with the Commission as Exhibit 10.1 to the Companys Current Report
on Form 8-K filed with the Commission on January 19, 2005, which is
incorporated herein by reference.31.1
    
    Principal Executive Officer Certification required by Rule 13a-14(a) under
the Securities Exchange Act of 1934, as amended.31.2
    
    Chief Financial Officer
Certification required by Rule 13a-14(a)under of the
Securities Exchange Act of 1934, as amended.32.1
    
    Principal Executive Officer Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 34