Document and Entity Information
Document and Entity Information Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 28, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | SPKE | ||
Entity Registrant Name | Spark Energy, Inc. | ||
Entity Central Index Key | 1,606,268 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Class of Stock [Line Items] | |||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 195 | ||
Common Class A | |||
Class of Stock [Line Items] | |||
Entity Common Stock, Shares Outstanding | 6,496,559 | ||
Common Class B | |||
Class of Stock [Line Items] | |||
Entity Common Stock, Shares Outstanding | 10,742,563 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | ||
Current assets: | ||||
Cash and cash equivalents | [1],[2] | $ 18,960,000 | $ 4,474,000 | [3] |
Accounts receivable, net of allowance for doubtful accounts of $2.3 million and $1.9 million as of December 31, 2016 and 2015, respectively | [2] | 112,491,000 | 59,936,000 | |
Accounts receivable—affiliates | [2] | 2,624,000 | 1,840,000 | |
Inventory | [2] | 3,752,000 | 3,665,000 | |
Fair value of derivative assets | [2] | 8,344,000 | 605,000 | |
Customer acquisition costs, net | [2] | 18,834,000 | 13,389,000 | |
Customer relationships, net | [2] | 12,113,000 | 6,627,000 | |
Prepaid assets | [2],[4] | 1,361,000 | 700,000 | |
Deposits | [2] | 7,329,000 | 7,421,000 | |
Other current assets | [2] | 12,175,000 | 4,023,000 | |
Total current assets | [2] | 197,983,000 | 102,680,000 | |
Property and equipment, net | [2] | 4,706,000 | 4,476,000 | |
Fair value of derivative assets | [2] | 3,083,000 | 0 | |
Customer acquisition costs, net | [2] | 6,134,000 | 3,808,000 | |
Customer relationships, net | [2] | 21,410,000 | 6,802,000 | |
Deferred tax assets | [2] | 55,047,000 | 23,380,000 | |
Goodwill | [2] | 79,147,000 | 18,379,000 | |
Other assets | [2] | 8,658,000 | 2,709,000 | |
Total Assets | [2] | 376,168,000 | 162,234,000 | |
Current liabilities: | ||||
Accounts payable | [2] | 52,309,000 | 29,732,000 | |
Accounts payable—affiliates | [2] | 3,775,000 | 1,962,000 | |
Accrued liabilities | [2] | 36,619,000 | 12,245,000 | |
Fair value of derivative liabilities | [2] | 680,000 | 10,620,000 | |
Current portion of Senior Credit Facility | [2] | 51,287,000 | 27,806,000 | |
Current contingent consideration for acquisitions | [2] | 11,827,000 | 500,000 | |
Current portion of note payable | [2] | 15,501,000 | 0 | |
Convertible subordinated notes to affiliates | [2] | 6,582,000 | 0 | |
Other current liabilities | [2] | 5,476,000 | 1,323,000 | |
Total current liabilities | [2] | 184,056,000 | 84,188,000 | |
Long-term liabilities: | ||||
Fair value of derivative liabilities | [2] | 68,000 | 618,000 | |
Payable pursuant to tax receivable agreement—affiliates | [2] | 49,886,000 | 20,713,000 | |
Long-term portion of Senior Credit Facility | [2] | 0 | 14,592,000 | |
Subordinated debt—affiliate | [2] | 5,000,000 | 0 | |
Deferred tax liability | [2] | 938,000 | 853,000 | |
Convertible subordinated notes to affiliates | [2] | 0 | 6,339,000 | |
Contingent consideration for acquisitions | [2] | 10,826,000 | 0 | |
Other long-term liabilities | [2] | 1,658,000 | 1,612,000 | |
Total liabilities | [2] | 252,432,000 | 128,915,000 | |
Commitments and contingencies | [2] | |||
Intangible assets | 39,862 | |||
Preferred stock, par value $0.01 per share, 20,000,000 shares authorized, zero issued and outstanding at December 31, 2016 and 2015 | [2] | 0 | 0 | |
Additional paid-in capital | [2] | 25,413,000 | 12,565,000 | |
Accumulated other comprehensive loss | [2] | 11,000 | 0 | |
Retained earnings (deficit) | [2] | 4,711,000 | (1,366,000) | |
Total stockholders' equity | [2] | 30,303,000 | 11,338,000 | |
Non-controlling interest in Spark HoldCo, LLC | [2] | 93,433,000 | 21,981,000 | |
Total equity | [2] | 123,736,000 | 33,319,000 | |
Total Liabilities and Stockholders' Equity | [2] | 376,168,000 | 162,234,000 | |
Common Class A | ||||
Common stock | [2] | 65,000 | 31,000 | |
Common Class B | ||||
Common stock | [2] | $ 103,000 | $ 108,000 | |
[1] | Financial information has been recast to include results attributable to the acquisition of the Major Energy Companies from an affiliate on August 23, 2016. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions," respectively, for further discussion. | |||
[2] | See Note 4 "Equity" for disclosure of our variable interest entity in Spark HoldCo, LLC. | |||
[3] | Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC by an affiliate on May 12, 2015. See Notes 2 "Basis of Presentation and Summary of Significant Accounting Policies" for further discussion. | |||
[4] | Prepaid assets includes prepaid assets—affiliates of $0 and $210 as of December 31, 2016 and 2015, respectively. See Note 13 “Transactions with Affiliates" for further discussion. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Allowance for doubtful accounts | $ 2.3 | $ 1.9 |
Preferred stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common Class A | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 120,000,000 | 120,000,000 |
Common stock, shares issued (in shares) | 6,496,559 | 3,118,623 |
Common stock, shares outstanding (in shares) | 6,496,559 | 3,118,623 |
Common Class B | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 60,000,000 | 60,000,000 |
Common stock, shares issued (in shares) | 10,224,742 | 10,750,000 |
Common stock, shares outstanding (in shares) | 10,224,742 | 10,750,000 |
COMBINED AND CONSOLIDATED STATE
COMBINED AND CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||||
Revenues: | ||||||
Retail revenues | [2] | $ 547,283 | [1] | $ 356,659 | [3] | $ 320,558 |
Net asset optimization revenues | [4] | (586) | [1] | 1,494 | [3] | 2,318 |
Total Revenues | 546,697 | [1] | 358,153 | [3] | 322,876 | |
Operating Expenses: | ||||||
Retail cost of revenues | [5] | 344,944 | [1] | 241,188 | [3] | 258,616 |
General and administrative | [6] | 84,964 | [1] | 61,682 | [3] | 45,880 |
Depreciation and amortization | [1] | 32,788 | 25,378 | 22,221 | ||
Total Operating Expenses | 462,696 | [1] | 328,248 | [3] | 326,717 | |
Operating income (loss) | 84,001 | [1] | 29,905 | [3] | (3,841) | |
Other (expense)/income: | ||||||
Interest expense | (8,859) | [1] | (2,280) | [3] | (1,578) | |
Interest and other income | 957 | [1] | 324 | [3] | 263 | |
Total other expenses | (7,902) | [1] | (1,956) | [3] | (1,315) | |
Income (loss) before income tax expense | 76,099 | [1] | 27,949 | [3] | (5,156) | |
Income tax expense (benefit) | 10,426 | [1] | 1,974 | [3] | (891) | |
Net income (loss) | 65,673 | [1],[7],[8] | 25,975 | [3],[9] | (4,265) | |
Less: Net income (loss) attributable to non-controlling interests | 51,229 | [1] | 22,110 | [3] | (4,211) | |
Net income (loss) attributable to Spark Energy, Inc. stockholders | 14,444 | [1] | 3,865 | [3] | (54) | |
Other comprehensive income (loss): | ||||||
Currency translation gain | 41 | [1] | 0 | [3] | 0 | |
Other comprehensive income | 41 | [1] | 0 | [3] | 0 | |
Comprehensive income (loss) | 65,714 | [1] | 25,975 | [3] | (4,265) | |
Less: Comprehensive income attributable to non-controlling interests | 51,259 | [1] | 22,110 | [3] | (4,211) | |
Comprehensive income attributable to Spark Energy, Inc. stockholders | $ 14,455 | [1] | $ 3,865 | [3] | $ (54) | |
Net income (loss) attributable to Spark Energy, Inc. per common share | ||||||
Basic (in dollars per share) | $ 2.53 | [1] | $ 1.26 | [3] | $ (0.02) | |
Diluted (in dollars per share) | $ 2.23 | [1] | $ 1.06 | [3] | $ (0.02) | |
Weighted average commons shares outstanding | ||||||
Basic (in shares) | 5,701 | [1] | 3,064 | [3] | 3,000 | |
Diluted (in shares) | 6,345 | [1] | 3,327 | [3] | 3,000 | |
[1] | Financial information has been recast to include results attributable to the acquisition of Major Energy Companies by an affiliate on April 15, 2016. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions," respectively, for further discussion. | |||||
[2] | Retail revenues includes retail revenues—affiliates of $0, $0 and $2,170 for the years ended December 31, 2016, 2015 and 2014, respectively. | |||||
[3] | (2) Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC from an affiliate on May 12, 2015. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions", respectively, for further discussion. | |||||
[4] | Net asset optimization revenues includes asset optimization (expense)/revenues—affiliates of $154, $1,101 and $12,842 for the years ended December 31, 2016, 2015 and 2014, respectively, and asset optimization revenues—affiliates cost of revenues of $1,633, $11,285 and $30,910 for the years ended December 31, 2016, 2015 and 2014, respectively. | |||||
[5] | Retail cost of revenues includes retail cost of revenues—affiliates of $9, $17 and $13 for the years December 31, 2016, 2015 and 2014, respectively. | |||||
[6] | General and administrative includes general and administrative expense—affiliates of $15,700, $0 and less than $100 for the years ended December 31, 2016, 2015 and 2014, respectively. | |||||
[7] | Financial information has been recast to include results attributable to the acquisition of Major Energy Companies by an affiliate on April 15, 2016. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions," respectively, for further discussion. | |||||
[8] | Financial information has been recast to include results attributable to the acquisition of the Major Energy Companies from an affiliate on August 23, 2016. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions," respectively, for further discussion. | |||||
[9] | Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC by an affiliate on May 12, 2015. See Notes 2 "Basis of Presentation and Summary of Significant Accounting Policies" for further discussion. |
COMBINED AND CONSOLIDATED STAT5
COMBINED AND CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||||
Asset optimization revenues - affiliates | [2] | $ (586) | [1] | $ 1,494 | [3] | $ 2,318 |
Asset optimization revenues - affiliates cost of revenues | 133,600 | 152,600 | 282,300 | |||
Retail cost of revenues - affiliates | [4] | 344,944 | [1] | 241,188 | [3] | 258,616 |
General and administrative expense - affiliates | [5] | 84,964 | [1] | 61,682 | [3] | 45,880 |
Affiliated Entity | ||||||
Retail revenue - affiliates | 0 | 0 | 2,170 | |||
Asset optimization revenues - affiliates | 154 | 1,101 | 12,842 | |||
Cost of Revenue | 1,633 | 11,285 | 30,300 | |||
Asset optimization revenues - affiliates cost of revenues | 30,910 | |||||
Retail cost of revenues - affiliates | 9 | 17 | 13 | |||
General and administrative expense - affiliates | $ 15,700 | $ 0 | $ 100 | |||
[1] | Financial information has been recast to include results attributable to the acquisition of Major Energy Companies by an affiliate on April 15, 2016. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions," respectively, for further discussion. | |||||
[2] | Net asset optimization revenues includes asset optimization (expense)/revenues—affiliates of $154, $1,101 and $12,842 for the years ended December 31, 2016, 2015 and 2014, respectively, and asset optimization revenues—affiliates cost of revenues of $1,633, $11,285 and $30,910 for the years ended December 31, 2016, 2015 and 2014, respectively. | |||||
[3] | (2) Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC from an affiliate on May 12, 2015. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions", respectively, for further discussion. | |||||
[4] | Retail cost of revenues includes retail cost of revenues—affiliates of $9, $17 and $13 for the years December 31, 2016, 2015 and 2014, respectively. | |||||
[5] | General and administrative includes general and administrative expense—affiliates of $15,700, $0 and less than $100 for the years ended December 31, 2016, 2015 and 2014, respectively. |
COMBINED AND CONSOLIDATED STAT6
COMBINED AND CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Common Class A | Common Class B | Member's Equity | Total Stockholders' Equity | Common StockCommon Class A | Common StockCommon Class B | Preferred Stock | Accumulated Other Comprehensive Income | Additional Paid-In Capital | Retained Earnings (Deficit) | Non-controlling Interest | ||
Equity, beginning of period at Dec. 31, 2013 | $ 35,913 | $ 35,913 | $ 0 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Capital contributions from member and liabilities retained by affiliate | 54,201 | 54,201 | ||||||||||||
Distributions to member | (61,607) | (61,607) | ||||||||||||
Net income (loss) | (21) | (21) | ||||||||||||
Equity, end of period at Jul. 31, 2014 | 28,486 | 28,486 | $ 0 | $ 0 | $ 0 | 0 | $ 0 | $ 0 | $ 0 | |||||
Shares, end of period at Jul. 31, 2014 | 0 | 0 | 0 | |||||||||||
Equity, beginning of period at Dec. 31, 2013 | 35,913 | 35,913 | 0 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income (loss) | (54) | |||||||||||||
Issuance of Class B common stock | 28,486 | |||||||||||||
Consolidated net income (loss) | (4,265) | |||||||||||||
Net contribution of the Major Energy Companies | 0 | |||||||||||||
Equity, end of period at Dec. 31, 2014 | 24,117 | 8,659 | $ 30 | $ 108 | 0 | 9,296 | (775) | 15,458 | ||||||
Shares, end of period at Dec. 31, 2014 | 3,000,000 | 10,750,000 | 0 | |||||||||||
Equity, beginning of period at Jul. 31, 2014 | 28,486 | 28,486 | 0 | $ 0 | $ 0 | 0 | 0 | 0 | 0 | |||||
Shares, beginning of period at Jul. 31, 2014 | 0 | 0 | 0 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Issuance of Class B common stock | (28,486) | 28,486 | $ 108 | 28,378 | ||||||||||
Issuance of Class B common stock (in shares) | 10,750,000 | |||||||||||||
IPO costs paid | (2,667) | (2,667) | (2,667) | |||||||||||
Issuance of Common Stock, net of underwriters discount | 50,220 | 50,220 | $ 30 | 50,190 | ||||||||||
Issuance of Common Stock, net of underwriters discount (in shares) | 3,000,000 | 10,750,000 | 3,000,000 | |||||||||||
Distribution of IPO proceeds and payment of note payable to affiliate | (47,604) | (47,604) | (47,604) | |||||||||||
Initial allocation of non-controlling interest of Spark Energy, Inc. effective on date of IPO | (22,232) | (22,232) | 22,232 | |||||||||||
Tax benefit from tax receivable agreement | 23,636 | 23,636 | 23,636 | |||||||||||
Liability due to tax receivable agreement | (20,915) | (20,915) | (20,915) | |||||||||||
Equity, end of period at Aug. 01, 2014 | 31,156 | $ 0 | 8,924 | $ 30 | $ 108 | 0 | 8,786 | 0 | 22,232 | |||||
Shares, end of period at Aug. 01, 2014 | 3,000,000 | 10,750,000 | 0 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Stock based compensation | 510 | 510 | 510 | |||||||||||
Consolidated net income (loss) | (4,244) | (54) | (54) | (4,190) | ||||||||||
Distributions paid to Class B non-controlling unit holders | (2,584) | (2,584) | ||||||||||||
Dividends paid to Class A common shareholders | (721) | (721) | (721) | |||||||||||
Equity, end of period at Dec. 31, 2014 | 24,117 | 8,659 | $ 30 | $ 108 | 0 | 9,296 | (775) | 15,458 | ||||||
Shares, end of period at Dec. 31, 2014 | 3,000,000 | 10,750,000 | 0 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income (loss) | [1] | 3,865 | ||||||||||||
Issuance of Class B common stock | [2] | 0 | ||||||||||||
Stock based compensation | 2,165 | 2,165 | 2,165 | |||||||||||
Consolidated net income (loss) | 25,975 | [1],[2] | 3,865 | 3,865 | 22,110 | |||||||||
Restricted stock unit vesting | 187 | 187 | $ 1 | 186 | ||||||||||
Restricted stock unit vesting (in shares) | 119,000 | |||||||||||||
Contribution from NuDevco | 129 | 129 | 129 | |||||||||||
Beneficial conversion feature | 789 | 789 | 789 | |||||||||||
Distributions paid to Class B non-controlling unit holders | (15,587) | (15,587) | ||||||||||||
Net contribution of the Major Energy Companies | [2] | 0 | ||||||||||||
Dividends paid to Class A common shareholders | (4,456) | (4,456) | (4,456) | |||||||||||
Equity, end of period at Dec. 31, 2015 | 33,319 | [3] | 11,338 | $ 31 | $ 108 | 0 | 12,565 | (1,366) | 21,981 | |||||
Shares, end of period at Dec. 31, 2015 | 3,119,000 | 10,750,000 | 0 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income (loss) | [4] | 14,444 | ||||||||||||
Issuance of Class B common stock | [5] | 0 | ||||||||||||
Issuance of Common Stock, net of underwriters discount | 53,994 | 27 | $ 27 | 53,967 | ||||||||||
Issuance of Common Stock, net of underwriters discount (in shares) | 2,700,000 | |||||||||||||
Tax benefit from tax receivable agreement | 4,768 | 4,768 | 4,768 | |||||||||||
Stock based compensation | 2,270 | 2,270 | 2,270 | |||||||||||
Consolidated net income (loss) | [6] | 65,673 | [4],[5] | 14,444 | 14,444 | 51,229 | ||||||||
Foreign currency translation adjustment for equity method investee | 41 | 11 | 11 | 30 | ||||||||||
Restricted stock unit vesting | 1,062 | 1,062 | $ 2 | 1,060 | ||||||||||
Restricted stock unit vesting (in shares) | 153,000 | |||||||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Restricted Stock Unit or Restricted Stock Award, Requisite Service Period Recognition | 186 | 186 | 186 | |||||||||||
Beneficial conversion feature | 243 | 243 | 243 | |||||||||||
Adjustments to Additional Paid in Capital, Disgorgement of Short-Swing Profit | 1,605 | 1,605 | 1,605 | |||||||||||
Distributions paid to Class B non-controlling unit holders | (34,931) | (34,931) | ||||||||||||
Net contribution of the Major Energy Companies | 3,873 | [5] | 3,873 | |||||||||||
Dividends paid to Class A common shareholders | (8,367) | (8,367) | (8,367) | |||||||||||
Exchange of shares of Class B common stock to shares of Class A common stock | 0 | 2,716 | $ 32 | $ (32) | 2,716 | (2,716) | ||||||||
Exchange of shares of Class B common stock to shares of Class A common stock (in shares) | 3,225,000 | (3,225,000) | ||||||||||||
Equity, end of period at Dec. 31, 2016 | $ 123,736 | [3] | $ 30,303 | $ 65 | $ 103 | $ 11 | $ 25,413 | $ 4,711 | $ 93,433 | |||||
Shares, end of period at Dec. 31, 2016 | 6,497,000 | 10,225,000 | 0 | |||||||||||
[1] | (2) Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC from an affiliate on May 12, 2015. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions", respectively, for further discussion. | |||||||||||||
[2] | Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC by an affiliate on May 12, 2015. See Notes 2 "Basis of Presentation and Summary of Significant Accounting Policies" for further discussion. | |||||||||||||
[3] | See Note 4 "Equity" for disclosure of our variable interest entity in Spark HoldCo, LLC. | |||||||||||||
[4] | Financial information has been recast to include results attributable to the acquisition of Major Energy Companies by an affiliate on April 15, 2016. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions," respectively, for further discussion. | |||||||||||||
[5] | Financial information has been recast to include results attributable to the acquisition of the Major Energy Companies from an affiliate on August 23, 2016. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions," respectively, for further discussion. | |||||||||||||
[6] | Financial information has been recast to include results attributable to the acquisition of Major Energy Companies by an affiliate on April 15, 2016. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions," respectively, for further discussion. |
COMBINED AND CONSOLIDATED STAT7
COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2016 | [3] | Dec. 31, 2015 | [5] | Dec. 31, 2014 | ||
Cash flows from operating activities: | ||||||
Net income (loss) | $ 65,673 | [1],[2] | $ 25,975 | [4] | $ (4,265) | |
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities: | ||||||
Depreciation and amortization expense | 48,526 | 25,378 | 22,221 | |||
Deferred income taxes | 3,382 | 1,340 | (1,064) | |||
Stock based compensation | 5,242 | 3,181 | 858 | |||
Amortization and write off of deferred financing costs | 668 | 412 | 631 | |||
Change in fair value of earnout liabilities | (297) | 0 | 0 | |||
Accretion on fair value of Major Earnout and Provider Earnout liabilities | 5,059 | 0 | 0 | |||
Bad debt expense | 1,261 | 7,908 | 10,164 | |||
(Gain) loss on derivatives, net | (22,407) | 18,497 | 14,535 | |||
Current period cash settlements on derivatives, net | (24,427) | (23,948) | 3,479 | |||
Other | (407) | (1,320) | 0 | |||
Changes in assets and liabilities: | ||||||
Decrease (increase) in restricted cash | 0 | 707 | (707) | |||
(Increase) decrease in accounts receivable | (12,088) | 7,876 | (11,283) | |||
(Increase) in accounts receivable—affiliates | (118) | (608) | 5,563 | |||
Decrease (increase) in inventory | 542 | 4,544 | (3,711) | |||
Increase in customer acquisition costs | (21,907) | (19,869) | (26,191) | |||
Decrease (increase) in prepaid and other current assets | 71 | 10,845 | (6,905) | |||
Decrease (increase) in other assets | 1,321 | (1,101) | (90) | |||
Increase in customer relationships and trademarks | 0 | (2,776) | (1,545) | |||
Increase (decrease) in accounts payable and accrued liabilities | 14,831 | (13,307) | 1,449 | |||
Increase in accounts payable—affiliates | 458 | 944 | 1,017 | |||
Increase (decrease) in other current liabilities | 2,364 | (645) | 1,867 | |||
Decrease in other non-current liabilities | 46 | 1,898 | (149) | |||
Net cash provided by operating activities | 67,793 | 45,931 | 5,874 | |||
Cash flows from investing activities: | ||||||
Payment of CenStar Earnout | (1,343) | 0 | 0 | |||
Purchases of property and equipment | (2,258) | (1,766) | (3,040) | |||
Contribution to equity method investment in eRex Spark | (1,102) | (330) | 0 | |||
Net cash used in investing activities | (36,344) | (41,943) | (3,040) | |||
Cash flows from financing activities: | ||||||
Borrowings on notes payable | 79,048 | 59,224 | 78,500 | |||
Payments on notes payable | (66,652) | (49,826) | (44,000) | |||
Issuance of convertible subordinated notes to affiliate | 0 | 7,075 | 0 | |||
Restricted stock vesting | (1,183) | (432) | 0 | |||
Contributions from NuDevco | 0 | 129 | 0 | |||
Deferred financing costs | 0 | 0 | (402) | |||
Member contribution (distributions), net | 0 | 0 | (36,406) | |||
Proceeds from disgorgement of stockholders short-swing profits | 941 | 0 | 0 | |||
Excess tax benefit related to restricted stock vesting | 185 | 0 | 0 | |||
Distributions of proceeds from IPO to affiliate | 0 | 0 | (47,554) | |||
Payment of note payable to NuDevco | 0 | 0 | (50) | |||
IPO costs | 0 | 0 | (2,667) | |||
Payment of distributions to Class B non-controlling unit holders | (34,930) | (15,587) | (2,584) | |||
Payment of dividends to Class A common shareholders | (8,367) | (4,456) | (721) | |||
Net cash used in financing activities | (16,963) | (3,873) | (5,664) | |||
Increase (decrease) in cash and cash equivalents | 14,486 | 115 | (2,830) | |||
Cash and cash equivalents—beginning of period | 4,474 | [5],[6] | 4,359 | 7,189 | ||
Cash and cash equivalents—end of period | 18,960 | [6] | 4,474 | [3],[6] | 4,359 | [5] |
Non-cash items: | ||||||
Contingent consideration - earnout obligations incurred in connection with the Provider Companies and Major Energy Companies acquisitions | 18,936 | 0 | 0 | |||
Assumption of legal liability in connection with the Major Energy Companies acquisition | 5,000 | 0 | 0 | |||
Net contribution of the Major Energy Companies | 3,873 | 0 | 0 | |||
Installment consideration incurred in connection with the Provider Companies acquisition | 1,890 | 0 | 0 | |||
Issuance of Class B common stock | 0 | 0 | 28,486 | |||
Liabilities retained by affiliate | 0 | 0 | 29,000 | |||
Tax benefit from tax receivable agreement | 31,490 | (64) | 23,636 | |||
Liability due to tax receivable agreement | (26,722) | (55) | 20,767 | |||
Initial allocation of non-controlling interest | 0 | 0 | 22,232 | |||
Property and equipment purchase accrual | (32) | 45 | 19 | |||
CenStar Earnout accrual | 0 | 500 | 0 | |||
Cash paid during the period for: | ||||||
Interest | 2,280 | 1,661 | 860 | |||
Taxes | 7,326 | 216 | 85 | |||
Common Class A | ||||||
Cash flows from financing activities: | ||||||
Proceeds from issuance of common stock | 0 | 0 | 50,220 | |||
Common Class B | ||||||
Cash flows from financing activities: | ||||||
Proceeds from issuance of common stock | 13,995 | 0 | 0 | |||
Non-cash items: | ||||||
Issuance of Class B common stock to affiliates for Major Energy Companies acquisition | 40,000 | 0 | 0 | |||
Censtar and Oasis | ||||||
Cash flows from investing activities: | ||||||
Acquisitions of CenStar and Oasis | 0 | (39,847) | 0 | |||
Provider Companies and Major Energy Companies | ||||||
Cash flows from investing activities: | ||||||
Acquisitions of CenStar and Oasis | $ (31,641) | $ 0 | $ 0 | |||
[1] | Financial information has been recast to include results attributable to the acquisition of Major Energy Companies by an affiliate on April 15, 2016. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions," respectively, for further discussion. | |||||
[2] | Financial information has been recast to include results attributable to the acquisition of Major Energy Companies by an affiliate on April 15, 2016. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions," respectively, for further discussion. | |||||
[3] | Financial information has been recast to include results attributable to the acquisition of the Major Energy Companies from an affiliate on August 23, 2016. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions," respectively, for further discussion. | |||||
[4] | (2) Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC from an affiliate on May 12, 2015. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions", respectively, for further discussion. | |||||
[5] | Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC by an affiliate on May 12, 2015. See Notes 2 "Basis of Presentation and Summary of Significant Accounting Policies" for further discussion. | |||||
[6] | See Note 4 "Equity" for disclosure of our variable interest entity in Spark HoldCo, LLC. |
Formation and Organization
Formation and Organization | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Formation and Organization | Formation and Organization Organization Spark Energy, Inc. ("Spark Energy," the “Company,” "we," or "us") is an independent retail energy services company that provides residential and commercial customers in competitive markets across the United States with an alternative choice for natural gas and electricity. The Company is a holding company whose sole material asset consists of units in Spark HoldCo, LLC (“Spark HoldCo”). Spark HoldCo owns all of the outstanding membership interests in each of Spark Energy, LLC (“SE”), Spark Energy Gas, LLC (“SEG”), Oasis Power Holdings, LLC ("Oasis"), CenStar Energy Corp. ("CenStar"), Electricity Maine, LLC, Electricity N.H., LLC and Provider Power Mass, LLC (collectively, the "Provider Companies"); and Major Energy Services, LLC, Major Energy Electric Services, LLC, and Respond Power, LLC (collectively, the "Major Energy Companies"), the operating subsidiaries through which the Company operates. The Company is the sole managing member of Spark HoldCo, is responsible for all operational, management and administrative decisions relating to Spark HoldCo’s business and consolidates the financial results of Spark HoldCo and its subsidiaries. The Company is a Delaware corporation formed on April 22, 2014 by Spark Energy Ventures, LLC (“Spark Energy Ventures”) for the purpose of succeeding to Spark Energy Ventures’ ownership in SE and SEG. Spark Energy Ventures, a single member limited liability company formed on October 8, 2007 under the Texas Limited Liability Company Act (“TLLCA”), is an affiliate of NuDevco Retail Holdings, LLC (“NuDevco Retail Holdings”), a single member Texas limited liability company formed by Spark Energy Ventures on May 19, 2014 under the Texas Business Organizations Code (“TBOC”). NuDevco Retail Holdings was formed by Spark Energy Ventures to hold its investment in Spark HoldCo, LLC, our subsidiary and the direct parent of SEG and SE. Retailco, LLC (“Retailco”) succeeded to the interest of NuDevco Retail Holdings in 10,612,500 shares of our Class B common stock and an equal number of Spark HoldCo units pursuant to a series of transfers that occurred in January 2016. NuDevco Retail Holdings is currently a direct wholly owned subsidiary of Electric Holdco, LLC, which is indirectly wholly owned by W. Keith Maxwell III ("Founder"). NuDevco Retail Holdings formed NuDevco Retail, LLC (“NuDevco Retail” and, together with NuDevco Retail Holdings (or its successor in interest), “NuDevco”), a single member limited liability company, on May 29, 2014 and it holds a 1% interest in Spark HoldCo formerly held by NuDevco Retail Holdings (or its predecessor-in-interest). Prior to the closing of the Company’s initial public offering ("IPO") on August 1, 2014 of 3,000,000 shares of Class A common stock, par value $0.01 per share (the “Class A common stock”), representing a 21.82% interest in the Company, Spark Energy Ventures contributed all of its interest in each of SE and SEG to NuDevco Retail Holdings. NuDevco Retail Holdings in turn contributed all of its interest in each of SE and SEG to Spark HoldCo. The contribution of the interests in SE and SEG to Spark HoldCo is not considered a business combination accounted for under the purchase method, as it was a transfer of assets and operations under common control, and accordingly, balances were transferred at their historical cost. The Company’s historical combined financial statements prior to the IPO are prepared using SE’s and SEG’s historical basis in the assets and liabilities, and include all revenues, costs, assets and liabilities attributed to the retail natural gas and asset optimization and retail electricity businesses of SE and SEG. SE is a licensed retail electric provider in multiple states. SE provides retail electricity services to end-use retail customers, ranging from residential and small commercial customers to large commercial and industrial users. SE was formed on February 5, 2002 under the Texas Revised Limited Partnership Act (as recodified by the TBOC) and was converted to a Texas limited liability company on May 21, 2014. SEG is a retail natural gas provider and asset optimization business competitively serving residential, commercial and industrial customers in multiple states. SEG was formed on January 17, 2001 under the Texas Revised Limited Partnership Act (as recodified by the TBOC) and was converted to a Texas limited liability company on May 21, 2014. Oasis, through its operating subsidiary, Oasis Power LLC, is a retail energy provider formed on August 28, 2009 as a limited liability company under the TBOC. We acquired Oasis on July 31, 2015 from an affiliate. See Note 3 “Acquisitions” for further discussion. CenStar is a retail energy provider incorporated on July 18, 2008 under the New York Business Corporation Law. We acquired CenStar on July 8, 2015. See Note 3 “Acquisitions” for further discussion. The Provider Companies operate as retail energy providers. Electricity Maine, LLC, Electricity N.H., LLC, and Provider Power Mass, LLC were formed on June 17, 2010, January 20, 2012 and August 22, 2012, respectively, as limited liability companies under the Maine Limited Liability Company Act. We acquired the Provider Companies on August 1, 2016. The Major Energy Companies operate as retail energy providers. Major Energy Services, LLC, Major Energy Electric Services, LLC and Respond Power, LLC were formed on October 11, 2005, September 12, 2007 and July 11, 2008, respectively, as limited liability companies under the New York Limited Liability Company Law. We completed the purchase of all the outstanding membership interests of the Major Energy Companies on August 23, 2016 from an affiliate, as described in Note 3 "Acquisitions." We are a Delaware corporation formed on April 22, 2014 for the purpose facilitating an initial public offering ("IPO") of our Class A common stock, par value $0.01 per share ("Class A common stock"), and to become the sole managing member of, and to hold an ownership interest in, Spark HoldCo. In connection with our IPO, NuDevco Retail Holdings LLC ("NuDevco Retail Holdings") formed NuDevco Retail, LLC (“NuDevco Retail”), a single member limited liability company, on May 29, 2014, to hold the remaining Spark HoldCo units and shares of our Class B common stock, par value $0.01 per share ("Class B common stock"). In January 2016, Retailco, LLC ("Retailco") succeeded to the interest of NuDevco Retail Holdings of its Class B common stock and an equal number of Spark HoldCo units it held pursuant to a series of transfers. See Note 4 “Equity” for further discussion. Relationship with our Founder and Majority Shareholder W. Keith Maxwell, III (our "Founder") is the owner of a majority in voting power of our common stock through his ownership of NuDevco Retail and Retailco. Retailco is a wholly owned subsidiary of TxEx Energy Investments, LLC ("TxEx"), which is wholly owned by Mr. Maxwell. NuDevco Retail is a wholly owned subsidiary of NuDevco Retail Holdings, which is a wholly owned subsidiary of Electric HoldCo, LLC, which is also a wholly owned subsidiary of TxEx. We entered into a Master Service Agreement effective January 1, 2016 with Retailco Services, LLC, which is wholly owned by W. Keith Maxwell III. See Note 13 “Transactions with Affiliates” for further discussion. Emerging Growth Company Status As a company with less than $1.0 billion in revenues during its last fiscal year, the Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other regulatory requirements. The Company will remain an “emerging growth company” until as late as the last day of the Company's 2019 fiscal year, or until the earliest of (i) the last day of the fiscal year in which the Company has $1.0 billion or more in annual revenues; (ii) the date on which the Company becomes a “large accelerated filer” (the fiscal year-end on which the total market value of the Company’s common equity securities held by non-affiliates is $700 million or more as of June 30); (iii) the date on which the Company issues more than $1.0 billion of non-convertible debt over a three -year period. As a result of the Company's election to avail itself of certain provisions of the JOBS Act, the information that the Company provides may be different than what you may receive from other public companies in which you hold an equity interest. Initial Public Offering of Spark Energy, Inc. On August 1, 2014, the Company completed the IPO of 3,000,000 shares of its Class A common stock for $18.00 per share, representing a 21.82% voting interest in the Company. Net proceeds from the IPO were $47.6 million , after underwriting discounts and commissions, structuring fees and offering expenses. The net proceeds from the IPO were used to acquire units of Spark HoldCo (the “Spark HoldCo units”) representing approximately 21.82% of the outstanding Spark HoldCo units after the IPO from NuDevco Retail Holdings and to repay a promissory note from the Company in the principal amount of $50,000 (the “NuDevco Note”). The Company did not retain any of the net proceeds from the IPO. The Company recorded $2.7 million of previously deferred incremental costs directly attributable to the IPO as a reduction in equity at the IPO date, which were funded by the IPO proceeds. The Company also issued 10,750,000 shares of Class B common stock, par value 0.01 per share (the “Class B common stock”) to Spark HoldCo, 10,612,500 of which Spark HoldCo distributed to NuDevco Retail Holdings, and 137,500 of which Spark HoldCo distributed to NuDevco Retail. At the consummation of the IPO, the Company's outstanding common stock is summarized in the table below: Shares of common stock Number Percent Voting Interest Publicly held Class A common stock 3,000,000 21.82 % Class B common stock held by NuDevco 10,750,000 78.18 % Total 13,750,000 100.00 % Senior Credit Facility Concurrently with the closing of the IPO, the Company entered into the Senior Credit Facility, which was amended and restated on July 8, 2015, June 1, 2016 and August 1, 2016, respectively. Refer to Note 7 "Debt" for further discussion. Exchange and Registration Rights The Spark HoldCo Limited Liability Company Agreement provides that anytime the Company issues a new share of Class A or Class B common stock (except for issuances of Class A common stock upon an exchange of Class B common stock), Spark HoldCo will concurrently issue a limited liability company unit either to the holder of the Class B common stock or to the Company in the case of the issuance of shares of Class A common stock. As a result, the number of Spark HoldCo units held by the Company always equals the number of shares of Class A common stock outstanding. Each share of Class B common stock, all of which are held by NuDevco Retail and Retailco, has no economic rights but entitles the holder to one vote on all matters to be voted on by stockholders generally. Holders of Class A common stock and Class B common stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law or by our certificate of incorporation. NuDevco Retail and Retailco have the right to exchange (the “Exchange Right”) all or a portion of their Spark HoldCo units (together with a corresponding number of shares of Class B common stock) for Class A common stock (or cash at Spark Energy, Inc.’s or Spark HoldCo’s election (the “Cash Option”)) at an exchange ratio of one share of Class A common stock for each Spark HoldCo unit (and corresponding share of Class B common stock) exchanged. In addition, NuDevco Retail and Retailco have the right, under certain circumstances, to cause the Company to register the offer and resale of NuDevco Retail's and Retailco's shares of Class A common stock obtained pursuant to the Exchange Right. Retail Acquisition Co., LLC ("RAC") is entitled to similar registration rights under the CenStar and Oasis Note. Refer to Note 7 "Debt" for further information. Tax Receivable Agreement Concurrently with the closing of the IPO, the Company entered into a Tax Receivable Agreement with Spark HoldCo, NuDevco Retail Holdings and NuDevco Retail. Retailco, LLC became a party to this agreement in connection with the transfer by NuDevco Retail Holdings of its 10,612,500 shares of our Class B common stock and a corresponding number of Spark HoldCo units to Retailco, LLC in January 2016. See Note 13 “Transactions with Affiliates” for further discussion. This agreement generally provides for the payment by the Company to Retailco, LLC (as successor to NuDevco Retail Holdings) and NuDevco Retail of 85% of the net cash savings, if any, in U.S. federal, state and local income tax or franchise tax that the Company actually realizes (or is deemed to realize in certain circumstances) in future periods as a result of (i) any tax basis increases resulting from the purchase by the Company of Spark HoldCo units from NuDevco Retail Holdings, (ii) any tax basis increases resulting from the exchange of Spark HoldCo units for shares of Class A common stock pursuant to the Exchange Right (or resulting from an exchange of Spark HoldCo units for cash pursuant to the Cash Option) and (iii) any imputed interest deemed to be paid by the Company as a result of, and additional tax basis arising from, any payments the Company makes under the Tax Receivable Agreement. The Company retains the benefit of the remaining 15% of these tax savings. See Note 11 “Income Taxes” for further discussion. In certain circumstances, the Company may defer or partially defer any payment due (a “TRA Payment”) to the holders of rights under the Tax Receivable Agreement, which are currently Retailco and NuDevco Retail. During the five-year period ending September 30, 2019, the Company will defer all or a portion of any TRA Payment owed pursuant to the Tax Receivable Agreement to the extent that Spark HoldCo does not generate sufficient Cash Available for Distribution (as defined below) during the four-quarter period ending September 30th of the applicable year in which the TRA Payment is to be made in an amount that equals or exceeds 130% (the “TRA Coverage Ratio”) of the Total Distributions (as defined below) paid in such four-quarter period by Spark HoldCo. For purposes of computing the TRA Coverage Ratio: • “Cash Available for Distribution” is generally defined as the Adjusted EBITDA of Spark HoldCo for the applicable period, less (i) cash interest paid by Spark HoldCo, (ii) capital expenditures of Spark HoldCo (exclusive of customer acquisition costs) and (iii) any taxes payable by Spark HoldCo; and • “Total Distributions” are defined as the aggregate distributions necessary to cause the Company to receive distributions of cash equal to (i) the targeted quarterly distribution the Company intends to pay to holders of its Class A common stock payable during the applicable four-quarter period, plus (ii) the estimated taxes payable by the Company during such four-quarter period, plus (iii) the expected TRA Payment payable during the calendar year for which the TRA Coverage Ratio is being tested. In the event that the TRA Coverage Ratio is not satisfied in any calendar year, the Company will defer all or a portion of the TRA Payment to NuDevco Retail or Retailco under the Tax Receivable Agreement to the extent necessary to permit Spark HoldCo to satisfy the TRA Coverage Ratio (and Spark HoldCo is not required to make and will not make the pro rata distributions to its members with respect to the deferred portion of the TRA Payment). If the TRA Coverage Ratio is satisfied in any calendar year, the Company is obligated to pay NuDevco Retail or Retailco the full amount of the TRA Payment. Following the five-year deferral period ending September 30, 2019, the Company will be obligated to pay any outstanding deferred TRA Payments to the extent such deferred TRA Payments do not exceed (i) the lesser of the Company's proportionate share of aggregate Cash Available for Distribution of Spark HoldCo during the five-year deferral period or the cash distributions actually received by the Company during the five-year deferral period, reduced by (ii) the sum of (a) the aggregate target quarterly dividends (which, for the purposes of the Tax Receivable Agreement, will be $0.3625 per share per quarter) during the five-year deferral period, (b) the Company's estimated taxes during the five-year deferral period, and (c) all prior TRA Payments and (y) if with respect to the quarterly period during which the deferred TRA Payment is otherwise paid or payable, Spark HoldCo has or reasonably determines it will have amounts necessary to cause the Company to receive distributions of cash equal to the target quarterly distribution payable during that quarterly period. Any portion of the deferred TRA Payments not payable due to these limitations will no longer be payable. We met the threshold coverage ratio required to fund the first TRA Payment to Retailco and NuDevco Retail under the Tax Receivable Agreement during the four-quarter period ending December 31, 2016 , resulting in an initial TRA Payment of $1.4 million in December 2016. On November 6, 2016, Retailco and NuDevco Retail granted the Company the right to defer the TRA Payment until May 2018. During the period of time when the Company has elected to defer the TRA Payment, the outstanding payment amount will accrue interest at a rate calculated in the manner provided for under the Tax Receivable Agreement. The liability has been classified as non-current in our consolidated balance sheet at December 31, 2016 . Other Transactions in Connection with the Consummation of the IPO In connection with the IPO the following restructuring transactions occurred: • SEG and SE were converted from limited partnerships into limited liability companies; • SEG, SE and an affiliate entered into an interborrower agreement, pursuant to which such affiliate agreed to be solely responsible for $29.0 million of the outstanding indebtedness. SE and SEG repaid their outstanding indebtedness of $10.0 million and borrowed $10.0 million under the Company's Senior Credit Facility, • NuDevco Retail Holdings contributed all of its interests in SEG and SE to Spark HoldCo in exchange for all of the outstanding units of Spark HoldCo and transferred 1% of those Spark HoldCo units to NuDevco Retail; • NuDevco Retail Holdings transferred Spark HoldCo units to the Company for the $50,000 NuDevco Note and the limited liability company agreement of Spark HoldCo was amended and restated to admit the Company as its sole managing member. Following the IPO, the Company purchased 2,997,222 Spark HoldCo units from NuDevco Retail Holdings and repaid the NuDevco Note. The 2,997,222 Spark HoldCo units we purchased with the proceeds from the IPO, together with the 2,778 Spark HoldCo units we purchased in exchange for the NuDevco Note prior to the IPO, represent a 21.82% ownership interest in Spark HoldCo. After giving effect to these transactions and the IPO, the Company owned an approximate 21.82% interest in Spark HoldCo. NuDevco Retail Holdings owned an approximate 77.18% interest in Spark HoldCo and 10,612,500 shares of Class B common stock, and NuDevco Retail owns a 1% interest in Spark HoldCo and 137,500 shares of Class B common stock. Each share of Class B common stock, all of which is held by NuDevco, has no economic rights but entitles its holder to one vote on all matters to be voted on by shareholders generally. Holders of Class A common stock and Class B common stock vote together as a single class on all matters presented to our shareholders for their vote or approval, except as otherwise required by applicable law or by our certificate of incorporation. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies The accompanying combined and consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company's consolidated financial statements include the accounts of all wholly-owned and controlled subsidiaries. We account for investments over which we have significant influence but not a controlling financial interest using the equity method of accounting. All significant intercompany transactions and balances have been eliminated in the combined and consolidated financial statements. The accompanying combined and consolidated financial statements have been prepared in accordance with Regulation S-X, Article 3, General Instructions as to Financial Statements and Staff Accounting Bulletin (“SAB”) Topic 1-B, Allocations of Expenses and Related Disclosures in Financial Statements of Subsidiaries, Divisions or Lesser Business Components of Another Entity on a stand-alone basis and are derived from SE’s and SEG’s historical basis in the assets and liabilities before the IPO and Spark Energy Inc.’s financial results after the IPO, and include all revenues, costs, assets and liabilities attributable to the retail natural gas and asset optimization and retail electricity businesses of SE and SEG for the periods prior to the IPO that are specifically identifiable or have been allocated to the Company. Management has made certain assumptions and estimates in order to allocate a reasonable share of expenses to the Company, such that the Company’s combined and consolidated financial statements reflect substantially all of its costs of doing business. Transactions with Affiliates The Company enters into transactions with and pays certain costs on behalf of affiliates that are commonly controlled by W. Keith Maxwell III, and these affiliates enter into transactions with and pay certain costs on our behalf, in order to reduce risk, reduce administrative expense, create economies of scale, create strategic alliances and supply goods and services among these related parties. These transactions include, but are not limited to, certain services to the affiliated companies associated with the Company’s debt facility prior to the IPO, employee benefits provided through the Company’s benefit plans, insurance plans, leased office space, administrative salaries for management due diligence work, recurring management consulting, and accounting, tax, legal, or technology services based on services provided, departmental usage, or headcount, which are considered reasonable by management. As such, the accompanying combined and consolidated financial statements include costs that have been incurred by the Company and then directly billed or allocated to affiliates, and costs that have been incurred by our affiliates and then directly billed or allocated to us, and are recorded net in general and administrative expense on the combined and consolidated statements of operations with a corresponding accounts receivable—affiliates or accounts payable—affiliates, respectively, recorded in the consolidated balance sheets. Additionally, the Company enters into transactions with certain affiliates for sales or purchases of natural gas and electricity, which are recorded in retail revenues, retail cost of revenues, and net asset optimization revenues in the combined and consolidated statements of operations with a corresponding accounts receivable—affiliate or accounts payable—affiliate in the combined and consolidated balance sheets. The allocations and related estimates and assumptions are described more fully in Note 13 “Transactions with Affiliates.” These costs are not necessarily indicative of the cost that the Company would have incurred had it operated as an independent stand-alone entity prior to the IPO. Affiliates also relied upon Spark Energy Ventures as a participant in the credit facility for periods prior to the IPO as described more fully in Note 7 “Debt.” As such, the Company’s combined and consolidated financial statements do not fully reflect what the Company’s financial position, results of operations and cash flows would have been had the Company operated as an independent stand-alone company prior to the IPO. As a result, historical financial information prior to the IPO is not necessarily indicative of what the Company’s results of operations, financial position and cash flows will be in the future. The Company’s combined and consolidated financial statements are presented on a consolidated basis and include all wholly-owned and controlled subsidiaries. Cash and Cash Equivalents Cash and cash equivalents consist of all unrestricted demand deposits and funds invested in highly liquid instruments with original maturities of three months or less. The Company periodically assesses the financial condition of the institutions where these funds are held and believes that its credit risk is minimal with respect to these institutions. Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable in the combined and consolidated balance sheets are net of allowance for doubtful accounts of $2.3 million and $1.9 million as of December 31, 2016 and 2015 , respectively. The Company accrues an allowance for doubtful accounts based upon estimated uncollectible accounts receivable considering historical collections, accounts receivable aging analysis, credit risk and other factors. The Company writes off accounts receivable balances against the allowance for doubtful accounts when the accounts receivable is deemed to be uncollectible. Bad debt expense of $1.3 million , $7.9 million and $10.2 million was recorded in general and administrative expense in the combined and consolidated statements of operations for the years ended December 31, 2016 , 2015 and 2014 , respectively. The Company conducts business in many utility service markets where the local regulated utility purchases our receivables, and then becomes responsible for billing the customer and collecting payment from the customer (“POR programs”). This POR service results in substantially all of the Company’s credit risk being linked to the applicable utility, which generally has an investment-grade rating, and not to the end-use customer. The Company monitors the financial condition of each utility and currently believes that its susceptibility to an individually significant write-off as a result of concentrations of customer accounts receivable with those utilities is remote. Trade accounts receivable that are part of a local regulated utility’s POR program are recorded on a gross basis in accounts receivable in the combined and consolidated balance sheets. The discount paid to the local regulated utilities is recorded in general and administrative expense in the combined and consolidated statements of operations. In markets that do not offer POR services or when the Company chooses to directly bill its customers, certain receivables are billed and collected by the Company. The Company bears the credit risk on these accounts and records an appropriate allowance for doubtful accounts to reflect any losses due to non-payment by customers. The Company’s customers are individually insignificant and geographically dispersed in these markets. The Company writes off customer balances when it believes that amounts are no longer collectible and when it has exhausted all means to collect these receivables. Inventory Inventory consists of natural gas used to fulfill and manage seasonality for fixed and variable-price retail customer load requirements and is valued at the lower of weighted average cost or market. Purchased natural gas costs are recognized in the combined and consolidated statements of operations, within retail cost of revenues, when the natural gas is sold and delivered out of the storage facility. There were no inventory impairments recorded for the years ended December 31, 2016 , 2015 and 2014 . When natural gas is sold costs are recognized in the combined and consolidated statements of operations, within retail cost of revenues, at the weighted average cost value at the time of the sale. Customer Acquisition Costs The Company has retail natural gas and electricity customer acquisition costs, net of $18.8 million and $13.4 million recorded in current assets and $6.1 million and $3.8 million recorded in noncurrent assets representing direct response advertising costs as of December 31, 2016 and 2015 , respectively. Customer acquisition costs are spending for organic customer acquisitions and do not include customer acquisitions through merger and acquisition activities, which are recorded as customer relationships. Amortization of customer acquisition costs, recorded in depreciation and amortization in the combined and consolidated statements of operations, was $17.5 million , $18.0 million and $18.5 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. Capitalized direct response advertising costs consist primarily of hourly and commission based telemarketing costs, door-to-door agent commissions and other direct advertising costs associated with proven customer generation, and are capitalized and amortized over the estimated two -year average life of a customer in accordance with the provisions of FASB ASC 340-20, Capitalized Advertising Costs . Recoverability of customer acquisition costs is evaluated based on a comparison of the carrying amount of the customer acquisition costs to the future net cash flows expected to be generated by the customers acquired, considering specific assumptions for customer attrition, per unit gross profit, and operating costs. These assumptions are based on forecasts and historical experience. Based on the analysis described above, for the year ended December 31, 2014, the Company recorded accelerated amortization of such costs of $6.5 million associated with capitalized customer acquisition costs in California and $0.2 million associated with capitalized customer acquisition costs in Massachusetts. This accelerated amortization expense was included in “depreciation and amortization” on the combined and consolidated statement of operations. There were no such accelerated amortization charges recorded for the years ended December 31, 2016 or 2015. Customer Relationships Customer acquisitions through direct acquisitions of customer contracts or recorded as part of the acquisition method in accordance with FASB ASC Topic 805, Business Combinations ("ASC 805") are recorded as customer relationships and represent customer contract acquisitions not acquired through the direct response advertising discussed above at “ Customer Acquisition Costs. ” The Company has recorded $12.1 million and $6.6 million , net of amortization, as current assets as of December 31, 2016 and 2015 , respectively, and $21.4 million and $6.8 million , net of amortization, as non-current assets as of December 31, 2016 and 2015 , respectively, related to these intangible assets. These intangibles are amortized on a straight-line basis over the estimated average life of the related customer contracts acquired, which ranges from three years to six years . The acquired customer relationships intangibles related to Oasis, CenStar, Major Energy Companies and the Provider Companies, are reflective of the acquired companies’ customer base, and were valued at the respective dates of acquisition using an excess earnings method under the income approach. Using this method, the Company estimated the future cash flows resulting from the existing customer relationships, considering attrition as well as charges for contributory assets, such as net working capital, fixed assets, and assembled workforce. These future cash flows were then discounted using an appropriate risk-adjusted rate of return by retail unit to arrive at the present value of the expected future cash flows. CenStar and Oasis customer relationships are amortized to depreciation and amortization based on the expected future net cash flows by year. The acquired customer relationship intangibles related to Major Energy Companies and Provider Companies were bifurcated between hedged and unhedged and amortized to depreciation and amortization based on the expected future cash flows by year and expensed to retail cost of revenue based on the expected term of the underlying fixed price contract in each reporting period, respectively. Amortization expense was $28.6 million and $5.7 million for the years ended December 31, 2016 and 2015 , respectively. Approximately $15.8 million of the $28.6 million customer relationships amortization expense for the twelve months ending December 31, 2016 was included in retail cost of revenue. We recorded less than $0.1 million amortization expense for the year ended December 31, 2014 . We review customer relationships for impairment whenever events or changes in business circumstances indicate the carrying value of the intangible assets may not be recoverable. Impairment is indicated when the undiscounted cash flows estimated to be generated by the intangible assets are less than their respective carrying value. If an impairment exists, a loss would be recognized for the difference between the fair value and carrying value of the intangible assets. No impairments of customer relationships were recorded for the years ended December 31, 2016 , 2015 and 2014 . Non-compete agreements The non-compete agreements provide the Company with a certain level of assurance that acquired companies' expected earnings streams will not be disrupted by competition from the companies’ previous members. The fair values of non-compete agreements are determined using the differential valuation approach at acquisition date. Under this approach, the Company estimates the present value of expected future cash flows under two scenarios; one scenario assumes the non-compete agreements are in place and the other scenario assumes the absence of non-compete agreements. The resulting difference between the two scenarios is the implied value of the non-compete agreements, which is further adjusted by an estimated probability factor representing the likelihood that previous members of acquired companies would be successful competitors. As a result of the Provider Companies and Major Energy Companies acquisitions, the Company has recorded $1.2 million , net of amortization, as Acquired customer intangibles - current and $1.4 million , net of amortization, as Acquired customer intangibles - non-current as of December 31, 2016 related to these non-compete agreements. These non-compete agreements are amortized over their estimated three-year life on a straight-line basis. Amortization expense was $0.9 million for the year ended December 31, 2016. We recorded no amortization expense for the year ended December 31, 2015. Trademarks Trademarks recorded as part of the acquisition method in accordance with ASC 805 represent the value associated with the recognition and positive reputation of an acquired company to its target markets. This value would otherwise have to be internally developed through significant time and expense or by paying a third party for its use. The fair values of trademark assets were determined at the date of acquisition using a royalty savings method under the income approach. Under this approach, the Company estimates the present value of expected cash flows resulting from avoiding royalty payments to use a third party trademark. The Company analyzes market royalty rates charged for licensing trademarks and applied an expected royalty rate to a forecast of estimated revenue, which was then discounted using an appropriate risk adjusted rate of return. The Company has recorded $6.3 million and $1.2 million , net of amortization, as other assets as of December 31, 2016 and 2015 related to these trademarks. These intangibles are amortized over the estimated five-year to twenty-year life of the trademarks on a straight-line basis. Amortization expense was $0.4 million and $0.1 million for the years ended December 31, 2016 and 2015 . We recorded no amortization expense for the year ended December 31, 2014 . We review trademarks for impairment whenever events or changes in business circumstances indicate the carrying value of the intangible assets may not be recoverable. Impairment is indicated when the undiscounted cash flows estimated to be generated by the intangible assets are less than their respective carrying value. If an impairment exists, a loss would be recognized for the difference between the fair value and carrying value of the intangible assets. No impairments of trademarks were recorded for the years ended December 31, 2016 , 2015 and 2014 . Deferred Financing Costs Costs incurred in connection with the issuance of long-term debt are capitalized and amortized to interest expense using the straight-line method over the life of the related long-term debt due to the variable nature of the Company’s long-term debt. Property and Equipment The Company records property and equipment at historical cost. Depreciation expense is recorded on a straight-line method based on estimated useful lives. When assets are placed into service, management makes estimates with respect to useful lives and salvage values of the assets. When items of property and equipment are sold or otherwise disposed of, any gain or loss is recorded in the combined and consolidated statements of operations. The Company capitalizes costs associated with internal-use software projects in accordance with FASB ASC Topic 350-40, Internal-Use Software . Capitalized costs are the costs incurred during the application development stage of the internal-use software project such as software configuration, coding, installation of hardware and testing. Costs incurred during the preliminary or post-implementation stage of the internal-use software project are expensed in the period incurred. These types of costs include formulation of ideas and alternatives, training and application maintenance. After internal-use software projects are completed, the associated capitalized costs are depreciated over the estimated useful life of the related asset. Interest costs incurred while developing internal-use software projects are capitalized in accordance with FASB ASC Topic 835-20, Capitalization of Interest . Capitalized interest costs for the years ended December 31, 2016 , 2015 and 2014 were not material. Goodwill Goodwill represents the excess of cost over fair value of the assets of businesses acquired in accordance with FASB ASC Topic 350 Intangibles-Goodwill and Other ("ASC 350"). The goodwill on our consolidated balance sheet as of December 31, 2016 is associated with both our Retail Natural Gas and Retail Electricity reporting units. We determine our reporting units by identifying each unit that engaged in business activities from which it may earn revenues and incur expenses, had operating results regularly reviewed by the segment manager for purposes of resource allocation and performance assessment, and had discrete financial information. Goodwill is assessed for impairment whenever events or circumstances indicate that impairment of the carrying value of goodwill is likely, but no less often than annually as of October 31, 2016. On October 31, 2016, we performed a qualitative assessment of goodwill in accordance with guidance from ASC 350, which permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. If we fail the qualitative test, then we must compare our estimate of the fair value of a reporting unit with its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its fair value, we perform the second step of the goodwill impairment test to measure the amount of goodwill impairment loss to be recorded, as necessary. The second step compares the implied fair value of the reporting unit’s goodwill to the carrying value, if any, of that goodwill. We determine the implied fair value of the goodwill in the same manner as determining the amount of goodwill to be recognized in a business combination. We completed our annual assessment of goodwill impairment as of October 31, 2016 during the fourth quarter of 2016, and the test indicated no impairment. Equity Method Investment The Company accounts for investments in unconsolidated entities using the equity method of accounting, as prescribed in FASB ASC Topic 323-10, Investments-Equity Method and Joint Venture, if the investment gives us the ability to exercise significant influence over, but not control, of an investee. Significant influence generally exists if we have an ownership interest representing between 20% and 50% of the voting stock of the investee. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and our proportionate share of earnings or losses and distributions. Such investment is presented on the consolidated balance sheet under "Other assets" and our share of their income as "Interest and other income" on the combined and consolidated statements of operations. The Company determines its equity investment earnings using the Hypothetical Liquidation at Book Value (HLBV) method. Under the HLBV method, a calculation is prepared at each balance sheet date to determine the amount the Company would receive if the investee were to liquidate all of its assets, as valued in accordance with U.S. GAAP, and distribute that cash to the investors. The difference between the calculated liquidation distribution amounts at the beginning and the end of the reporting period, after adjusting for capital contributions and distributions, is the Company's share of the earnings or losses from the equity investment for the period. See Note 16 “Equity Method Investment” for further discussion. Segment Reporting The FASB ASC Topic 280, Segment Reporting , established standards for entities to report information about the operating segments and geographic areas in which they operate. The Company operates two segments, retail natural gas and retail electricity, and all of its operations are located in the United States. Revenues and Cost of Revenues The Company’s revenues are derived primarily from the sale of natural gas and electricity to retail customers. The Company also records revenue from sales of natural gas and electricity to wholesale counterparties, including affiliates. Revenues are recognized by the Company using the following criteria: (1) persuasive evidence of an exchange arrangement exists, (2) delivery has occurred or services have been rendered, (3) the buyer’s price is fixed or determinable and (4) collection is reasonably assured. Utilizing these criteria, revenue is recognized when the natural gas or electricity is delivered. Similarly, cost of revenues is recognized when the commodity is delivered. Revenues for natural gas and electricity sales are recognized upon delivery under the accrual method. Natural gas and electricity sales that have been delivered but not billed by period end are estimated. Accrued unbilled revenues are based on estimates of customer usage since the date of the last meter read provided by the utility. Volume estimates are based on forecasted volumes and estimated customer usage by class. Unbilled revenues are calculated by multiplying these volume estimates by the applicable rate by customer class. Estimated amounts are adjusted when actual usage is known and billed. The Company records gross receipts taxes on a gross basis in retail revenues and retail cost of revenues. During the years ended December 31, 2016 , 2015 and 2014 , the Company’s retail revenues and retail cost of revenues included gross receipts taxes of $5.3 million , $3.0 million and $3.0 million , respectively. Costs for natural gas and electricity sales are recognized as the commodity is delivered to the customer under the accrual method. Natural gas and electricity costs that have not been billed to the Company by suppliers but have been incurred by period end are estimated. The Company estimates volumes for natural gas and electricity delivered based on the forecasted revenue volumes, estimated transportation cost volumes and estimation of other costs associated with retail load that varies by commodity utility territory. These costs include items like ISO fees, ancillary services and renewable energy credits. Estimated amounts are adjusted when actual usage is known and billed. The Company’s asset optimization activities, which primarily include natural gas physical arbitrage and other short term storage and transportation opportunities, meet the definition of trading activities and are recorded on a net basis in the combined and consolidated statements of operations in net asset optimization revenues pursuant to FASB ASC Topic 815, Derivatives and Hedging . The Company recorded asset optimization revenues, primarily related to physical sales or purchases of commodities, of $133.0 million , $154.1 million and $284.6 million for the years ended December 31, 2016 , 2015 and 2014 , respectively, and recorded asset optimization costs of revenues of $133.6 million , $152.6 million and $282.3 million for the years ended December 31, 2016 , 2015 and 2014 , respectively, which are presented on a net basis in asset optimization revenues. Natural Gas Imbalances The combined and consolidated balance sheets include natural gas imbalance receivables and payables, which primarily results when customers consume more or less gas than has been delivered by the Company to local distribution companies (“LDCs”). The settlement of natural gas imbalances varies by LDC, but typically the natural gas imbalances are settled in cash or in kind on a monthly, quarterly, semi-annual or annual basis. The imbalances are valued at an estimated net realizable value. The Company recorded an imbalance receivable of $0.9 million and $0.7 million recorded in other current assets on the consolidated balance sheets as of December 31, 2016 and 2015 , respectively. The Company recorded an imbalance payable of $0.1 million and $0.3 million recorded in other current liabilities on the combined and consolidated balance sheets as of December 31, 2016 and 2015 , respectively. Fair Value FASB ASC Topic 820, Fair Value Measurement , established a single authoritative definition of fair value, set out a framework for measuring fair value, and requires disclosures about fair value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The standard utilizes a fair value hierarchy that prioritizes the inputs to the valuation techniques used to measure fair value into three broad levels based on quoted prices in active market, observable market prices, and unobservable market prices. When the Company is required to measure fair value, and there is not a quoted or observable market price for a similar asset or liability, the Company utilizes the cost, income, or market valuation approach depending on the quality of information available to support management’s assumptions. Derivative Instruments The Company uses derivative instruments such as futures, swaps, forwards and options to manage the commodity price risks of its business operations. All derivatives, other than those for which an exception applies, are recorded in the consolidated balance sheets at fair value. Derivative instruments representing unrealized gains are reported as derivative assets while derivative instruments representing unrealized losses are reported as derivative liabilities. The Company has elected to offset amounts in the consolidated balance sheets for derivative instruments executed with the same counterparty under a master netting arrangement. One of the exceptions to fair value accounting, normal purchases and normal sales, has been elected by the Company for certain derivative instruments when the contract satisfies certain criteria, including a requirement that physical delivery of the underlying commodity is probable and is expected to be used in normal course of business. Retail revenues and retail cost of revenues resulting from deliveries of commodities under normal purchase contracts and normal sales contracts are included in earnings at the time of contract settlement. To manage commodity price risk, the Company holds certain derivative instruments that are not held for trading purposes and are not designated as hedges for accounting purposes. However, to the extent the Company does not hold offsetting positions for such derivatives, they believe these instruments represent economic hedges that mitigate their exposure to fluctuations in commodity prices. As part of the Company’s strategy to optimize its assets and manage related commodity risks, it also manages a portfolio of commodity derivative instruments held for trading purposes. The Company uses established policies and procedures to manage the risks associated with price fluctuations in these energy commodities and uses derivative instruments to reduce risk by generally creating offsetting market positions. Changes in the fair value of and amounts realized upon settlement of derivative instruments not held for trading purposes are recognized currently in retail costs of revenues. Changes in the fair value of and amounts realized upon settlement of derivative instruments held for trading purposes are recognized currently in earnings in net asset optimization revenues. Income Taxes The Company recognizes the amount of taxes payable or refundable for the year. In addition, the Company follows the asset and liability method of accounting for income taxes where deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been recognized in the financial statements or tax returns and operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in those years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will not be realized. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that we will realize the benefits of these deductible differences. The Company recognizes interest and penalties related to unrecognized tax benefits within the provision for income taxes on continuing operations in our consolidated statements of operations. Earnings per Share Basic earnings per share (“EPS”) is computed by dividing net income attributable to shareholders (the numerator) by the weighted-average number of Class A common shares outstanding for the period (the denominator). Class B common shares are not included in the calculation of basic earnings per share because they are not participating securities and have no economic interest in the Company. Diluted earnings per share is similarly calculated except that the denominator is increased (1) using the treasury stock method to determine the potential dilutive effect of the Company’s outstanding unvested restricted stock units, (2) using the if-converted method to determine the potential dilutive effect of the Company’s Class B common stock an |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Acquisition of CenStar Energy Corp On July 8, 2015, the Company completed its acquisition of CenStar, a retail energy company based in New York. CenStar serves natural gas and electricity customers in New York, New Jersey, and Ohio. The purchase price for the CenStar acquisition was $8.3 million , subject to working capital adjustments, plus a payment for positive working capital of $10.4 million and an earnout payment estimated as of the acquisition date to be $0.5 million , which was associated with a financial measurement attributable to the operations of CenStar for the year following the closing ("CenStar Earnout"). See Note 8 "Fair Value Measurements" for further discussion of the CenStar Earnout. The purchase price was financed with $16.6 million (including positive working capital of $10.4 million ) under our Senior Credit Facility and $2.1 million from the issuance of a convertible subordinated note ("CenStar Note") from the Company and Spark HoldCo to Retailco Acquisition Co, LLC ("RAC"). See Note 7 "Debt" for further discussion of the Senior Credit Facility and the CenStar Note. The acquisition of CenStar has been accounted for under the acquisition method in accordance with ASC 805 . The allocation of purchase consideration was based upon the estimated fair value of the tangible and identifiable intangible assets acquired and liabilities assumed in the acquisition. The allocation was made to major categories of assets and liabilities based on management’s best estimates, supported by independent third-party analyses. The excess of the purchase price over the estimated fair value of tangible and intangible assets acquired and liabilities assumed was allocated to goodwill. The allocation of the purchase consideration is as follows (in thousands): Final as of December 31, 2015 Cash $ 371 Net working capital, net of cash acquired 8,819 Property and equipment 52 Intangible assets - customer relationships 5,494 Intangible assets - trademark 651 Goodwill 6,396 Deferred tax liability (191 ) Fair value of derivative liabilities (3,475 ) Total $ 18,117 The fair values of intangible assets were measured primarily based on significant inputs that are not observable in the market and thus represent a Level 3 measurement as defined by ASC 820, "Fair Value Measurement" ("ASC 820"). The fair value of derivative liabilities were measured by utilizing readily available quoted market prices and non-exchange-traded contracts fair valued using market price quotations available through brokers or over-the-counter and on-line exchanges and represent a Level 2 measurement as defined by ASC 820. Refer to Note 8 "Fair Value Measurements" for further discussion on the fair values hierarchy. Significant inputs for Level 3 measurements related to customer relationships and trademarks are discussed in Note 2 "Basis of Presentation and Summary of Significant Accounting Policies". Significant inputs for Level 3 measurements related to goodwill were as follows: Goodwill. The excess of the purchase consideration over the estimated fair value of the amounts initially assigned to the identifiable assets acquired and liabilities assumed was recorded as goodwill. Goodwill arose on the acquisition of CenStar primarily due to its strong brand and broker affinity relationships, along with access to new utility service territories. Goodwill recorded in connection with the acquisition of CenStar is not deductible for income tax purposes because CenStar was an acquisition of all outstanding equity interests. The Company’s combined and consolidated statements of operations for the year ended December 31, 2015 included $21.4 million of revenue and a $1.4 million loss on operations of CenStar. The Company incurred $0.1 million of acquisition related costs for the year ended December 31, 2015, in connection with the acquisition of CenStar, which have been expensed as incurred and included in general and administrative expense in the combined and consolidated statement of operations. Acquisition of Oasis Power Holdings, LLC On July 31, 2015, the Company completed its acquisition of Oasis, a retail energy company operating in six states across 18 utilities. The purchase price for the Oasis acquisition was $20.0 million , subject to working capital adjustments. The purchase price was financed with $15.0 million in borrowings under our Senior Credit Facility, $5.0 million from the issuance of a convertible subordinated note ("Oasis Note") from the Company and Spark HoldCo to RAC, and $2.0 million cash on hand. See Note 7 "Debt" for further discussion of the Senior Credit Facility and the Oasis Note. The acquisition of Oasis by the Company from RAC was a transfer of equity interests of entities under common control on July 31, 2015. Accordingly, the assets acquired and liabilities assumed were based on their historical values as of July 31, 2015 as follows (in thousands): Final as of December 31, 2015 Cash $ 271 Net working capital, net of cash acquired 1,831 Property and equipment 38 Intangible assets - customer relationships 7,824 Intangible assets - trademark 602 Goodwill 11,983 Fair value of derivative liabilities (819 ) Total $ 21,730 The fair values of intangible assets were measured primarily based on significant inputs that are not observable in the market and thus represent a Level 3 measurement as defined by ASC 820, "Fair Value Measurement" ("ASC 820"). The fair value of derivative liabilities were measured by utilizing readily available quoted market prices and non-exchange-traded contracts fair valued using market price quotations available through brokers or over-the-counter and on-line exchanges and represent a Level 2 measurement as defined by ASC 820. Refer to Note 8 "Fair Value Measurements" for further discussion on the fair values hierarchy. Significant inputs for Level 3 measurements related to customer relationships and trademarks are discussed in Note 2 "Basis of Presentation and Summary of Significant Accounting Policies". Significant inputs for Level 3 measurements related to goodwill were as follows: Goodwill The excess of the purchase consideration over the estimated fair value of the amounts initially assigned to the identifiable assets acquired and liabilities assumed was recorded as goodwill. Goodwill arose on the acquisition of the Oasis by RAC primarily due the value of Oasis's brand strength, established vendor relationships and access to new utility service territories. Goodwill recorded in connection with the acquisition of Oasis is deductible for income tax purposes because the acquisition of Oasis was an acquisition of all of the assets of Oasis. The valuation and purchase price allocation of Oasis was based on a preliminary fair value analysis performed as of May 12, 2015, the date Oasis was acquired by RAC. Prior to the measurement period's expiration, the Company recorded adjustments to the working capital balances upon settlement of the final working capital balances per the terms of the purchase agreement. Goodwill was transferred based on the acquisition of Oasis by RAC on May 12, 2015 and was primarily due to Oasis's brand strength, established vendor relationships and access to new utility service territories. Goodwill recorded in connection with the transfer of Oasis is deductible for income tax purposes. The Company’s combined and consolidated statements of operations for year ended December 31, 2015 included $26.9 million of revenue and a $0.5 million loss on the operations of Oasis. Acquisition of the Provider Companies On August 1, 2016, the Company and Spark HoldCo completed the purchase of all of the outstanding membership interests of the Provider Companies. The Provider Companies serve electrical customers in Maine, New Hampshire and Massachusetts. The purchase price for the Provider Companies was approximately $34.1 million , which included $1.3 million in working capital, subject to adjustments, and up to $9.0 million in earnout payments, valued at $4.8 million as of the purchase date, to be paid by June 30, 2017, subject to the achievement of certain performance targets (the "Provider Earnout"). See Note 8 "Fair Value Measurements" for further discussion on the Provider Earnout. The purchase price was funded by the issuance of 699,742 shares of Class B common stock (and a corresponding number of Spark HoldCo units) sold to Retailco, valued at $14.0 million based on a value of $20 per share; borrowings under the Senior Credit Facility of $10.6 million ; and $3.8 million in net installment consideration to be paid in ten monthly payments that commenced in August 2016. The first payment of $0.4 million was made with the initial consideration paid. See Note 7 "Debt" for further discussion of the Senior Credit Facility. The acquisition of the Provider Companies has been accounted for under the acquisition method in accordance with ASC 805, Business Combinations (“ASC 805”). The allocation of purchase consideration was based upon the estimated fair value of the tangible and identifiable intangible assets acquired and liabilities assumed in the acquisition. The allocation was made to major categories of assets and liabilities based on management’s best estimates, supported by independent third-party analyses. The excess of the purchase price over the estimated fair value of tangible and intangible assets acquired and liabilities assumed was allocated to goodwill. The allocation of the purchase consideration is as follows (in thousands): Reported as of September 30, 2016 Q4 2016 Adjustments (1) Final as of December 31, 2016 Cash $ 51 $ 380 $ 431 Net working capital, net of cash acquired 1,229 (417 ) 812 Intangible assets - customer relationships and non-compete agreements 24,417 — 24,417 Intangible assets - trademark 529 — 529 Goodwill 26,040 — 26,040 Fair value of derivative liabilities (18,163 ) — (18,163 ) Total 34,103 (37 ) 34,066 (1) Changes to the purchase price allocation in the fourth quarter of 2016 were due to the settlement of final working capital balances per the purchase agreement. The fair values of intangible assets were measured primarily based on significant inputs that are not observable in the market and thus represent a Level 3 measurement as defined by ASC 820, Fair Value Measurement ("ASC 820"). The fair value of derivative liabilities were measured by utilizing readily available quoted market prices and non-exchange-traded contracts fair valued using market price quotations available through brokers or over-the-counter and on-line exchanges and represent a Level 2 measurement as defined by ASC 820. Refer to Note 8 "Fair Value Measurements" for further discussion on the fair values hierarchy. Significant inputs for Level 3 measurements related to customer relationships, non-compete agreements and trademarks are discussed in Note 2 "Basis of Presentation and Summary of Significant Accounting Policies". Significant inputs for Level 3 measurements related to goodwill were as follows: Goodwill The excess of the purchase consideration over the estimated fair value of the amounts initially assigned to the identifiable assets acquired and liabilities assumed was recorded as goodwill. Goodwill arose on the acquisition of the Provider Companies primarily due the value of its assembled workforce, along with access to new utility service territories. Goodwill recorded in connection with the acquisition of the Provider Companies is deductible for income tax purposes because the Provider Companies was an acquisition of all of the assets of the Provider Companies. The valuation and purchase price allocation of the Provider Companies was based on a preliminary fair value analysis. Prior to the measurement period's expiration, the Company recorded adjustments to the working capital balances upon settlement of the final working capital balances per the terms of the purchase agreement. The Company’s consolidated statements of operations for the year ended December 31, 2016 , respectively, included $46.8 million of revenue and $12.8 million of losses from operations related to the operations of the Provider Companies. We have not included pro forma information for the Provider Companies acquisition because it did not have a material impact on our financial position or results of operations. Acquisition of the Major Energy Companies On August 23, 2016, the Company and Spark HoldCo completed the transfer of all of the outstanding membership interests of the Major Energy Companies, which are retail energy companies operating in Connecticut, Illinois, Maryland (including the District of Columbia), Massachusetts, New Jersey, New York, Ohio, and Pennsylvania across 43 utilities, from NG&E in exchange for consideration of $63.2 million , which included $4.3 million in working capital, subject to adjustments; an assumed litigation reserve of $5.0 million , and up to $35.0 million in installment and earnout payments, valued at $13.1 million as of the purchase date, to be paid to the previous members of the Major Energy Companies, in annual installments on March 31, 2017, 2018 and 2019, subject to the achievement of certain performance targets (the “Major Earnout”). The Company is obligated to issue up to 200,000 shares of Class B common stock (and a corresponding number of Spark HoldCo units) to NG&E, subject to the achievement of certain performance targets, valued at $0.8 million ( 40,718 shares valued at $20 per share) as of the purchase date (the "Stock Earnout"). See Note 8 “Fair Value Measurements” for further discussion on the Major Earnout and Stock Earnout. The purchase price was funded by the issuance of 2,000,000 shares of Class B common stock (and a corresponding number of Spark HoldCo units) valued at $40.0 million based on a value of $20 per share, to NG&E. NG&E is owned by our Founder. The acquisition of the Major Energy Companies by the Company and Spark HoldCo from NG&E was a transfer of equity interests of entities under common control on August 23, 2016. Accordingly, the assets acquired and liabilities assumed were based on their historical values as of August 23, 2016. NG&E acquired the Major Energy Companies on April 15, 2016 and the fair value of the net assets acquired were as follows (in thousands): Reported as of September 30, 2016 Q4 2016 Adjustments (1) Final as of December 31, 2016 Cash 17,368 — $ 17,368 Property and equipment 14 — 14 Intangible assets - customer relationships & non-compete agreements 24,271 — 24,271 Other assets - trademarks 4,973 — 4,973 Non-current deferred tax assets 1,042 — 1,042 Goodwill 35,137 (409 ) 34,728 Net working capital, net of cash acquired (6,345 ) (401 ) (6,746 ) Fair value of derivative liabilities (7,260 ) — (7,260 ) Total 69,200 (810 ) 68,390 (1) Changes to the purchase price allocation in the fourth quarter of 2016 related to estimated working capital adjustments per the purchase agreement between NG&E and the Major Energy Companies as of December 31, 2016 and an adjustment to goodwill related to contingent consideration payable to NG&E. The initial working capital estimate paid to the Major Energy Companies by NG&E was $10.3 million and is subject to adjustment and is being negotiated as of December 31, 2016. The Company subsequently paid $4.3 million in working capital to NG&E on August 23, 2016. Approximately $6.0 million was recorded as an equity transaction and treated as a contribution on August 23, 2016, revised to $4.7 million based on the estimated working capital true-up adjustment with NG&E as of December 31, 2016. Finalization of the Company's working capital adjustment with NG&E is still pending as of December 31, 2016, subject to finalization of the working capital estimate as of April 15, 2016. An estimated working capital adjustment between the Company and NG&E of $1.4 million was recorded as of December 31, 2016 and is included in accounts payable - affiliates. The Stock Earnout of $0.8 million due to NG&E is also reflected as a reduction to equity as of December 31, 2016. The fair values of intangible assets were measured primarily based on significant inputs that are not observable in the market and thus represent a Level 3 measurement as defined by ASC 820, Fair Value Measurement ("ASC 820"). The fair value of derivative liabilities were measured by utilizing readily available quoted market prices and non-exchange-traded contracts fair valued using market price quotations available through brokers or over-the-counter and on-line exchanges and represent a Level 2 measurement as defined by ASC 820. Refer to Note 8 "Fair Value Measurements" for further discussion on the fair values hierarchy. Significant inputs for Level 3 measurements related to customer relationships, non-compete agreements and trademarks are discussed in Note 2 "Basis of Presentation and Summary of Significant Accounting Policies". Significant inputs for Level 3 measurements related to goodwill were as follows: Goodwill The excess of the purchase consideration over the estimated fair value of the amounts initially assigned to the identifiable assets acquired and liabilities assumed was recorded as goodwill. Goodwill arose on the acquisition of the Major Energy Companies by NG&E primarily due the value of the Major Energy Companies brand strength, established vendor relationships and access to new utility service territories. Goodwill recorded in connection with the acquisition of the Major Energy Companies is deductible for income tax purposes because the acquisition of the Major Energy Companies was an acquisition of all of the assets of the Major Energy Companies. The valuation and purchase price allocation of the Major Energy Companies was based on a preliminary fair value analysis performed as of April 15, 2016, the date the Major Energy Companies were acquired by NG&E. During the measurement period, the Company may record adjustments to the working capital balances upon settlement of the final working capital balances per the terms of the purchase agreement. Goodwill was transferred to the Company based on the acquisition of the Major Energy Companies by NG&E on April 15, 2016. Goodwill recorded in connection with the transfer of the Major Energy Companies is deductible for income tax purposes. In December 2016, certain executives of the Major Energy Companies exercised a change of control provision under employment agreements with the Major Energy Companies. As a result, the Company recorded employment contract termination costs of $4.1 million as of December 31, 2016, to be paid over a 22 month period beginning April 1, 2017. The Major Energy Companies contributed revenues of $125.6 million and earnings of $1.3 million to the Company for the year ended December 31, 2016 . The following unaudited pro forma revenue and earnings summary presents consolidated information of the Company as if the acquisition had occurred on January 1, 2015 (in thousands): Year Ended December 31, 2016 2015 Revenue $603,673 $547,381 Earnings $15,776 $15,460 The pro forma results are not necessarily indicative of our consolidated results of operations in future periods or the results that actually would have been realized had the companies operated on a combined basis during the periods presented. The revenue and earnings for the twelve months ended December 31, 2016 reflects actual results of operations since the financial results were fully combined during that period. The pro forma results include adjustments primarily related to amortization of acquired intangibles, and certain accounting policy alignments as well as direct and incremental acquisition related costs reflected in the historical financial statements. The purchase price allocation was used to prepare the pro forma adjustments. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consist of the following amounts as of (in thousands): Estimated December 31, 2016 December 31, 2015 Information technology 2 – 5 $ 29,675 $ 27,392 Leasehold improvements 2 – 5 4,568 4,568 Furniture and fixtures 2 – 5 1,024 1,007 Total 35,267 32,967 Accumulated depreciation (30,561 ) (28,491 ) Property and equipment—net $ 4,706 $ 4,476 Information technology assets include software and consultant time used in the application, development and implementation of various systems including customer billing and resource management systems. As of December 31, 2016 and 2015 , information technology includes $1.1 million and $0.5 million , respectively, of costs associated with assets not yet placed into service. Depreciation expense recorded in the combined and consolidated statements of operations was $2.1 million , $1.6 million and $3.7 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. |
Goodwill, Customer Relationship
Goodwill, Customer Relationships and Trademarks | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Customer Relationships and Trademarks | 5 years 5,234 Total $ 39,862" id="sjs-B4">Goodwill, Customer Relationships and Trademarks Goodwill, customer relationships and trademarks consist of the following amounts as of (in thousands): December 31, 2016 December 31, 2015 Goodwill $ 79,147 $ 18,379 Customer Relationships — Acquired (1) Cost 63,571 14,883 Accumulated amortization (31,660 ) (4,503 ) Customer Relationships —Acquired, net $ 31,911 $ 10,380 Customer Relationships — Other (2) Cost 4,320 4,320 Accumulated amortization (2,708 ) (1,271 ) Customer Relationships —Other, net $ 1,612 $ 3,049 Trademarks (3) Cost 6,770 1,268 Accumulated amortization (431 ) (74 ) Trademarks, net $ 6,339 $ 1,194 (1) Customer relationships—Acquired represent those customer acquisitions accounted for under the acquisition method in accordance with ASC 805. See Note 3 "Acquisitions" for further discussion. (2) Customer relationships—Other represent portfolios of customer contracts not accounted for in accordance with ASC 805 as these acquisitions were not in conjunction with the acquisition of businesses. See Note 15 "Customer Acquisitions" for further discussion. (3) Trademarks reflect values associated with the recognition and positive reputation of acquired businesses accounted for as part of the acquisition method in accordance with ASC 805 through the acquisitions of CenStar, Oasis, the Provider Companies and the Major Energy Companies. These trademarks are recorded as other assets in the consolidated balance sheets. See Note 3 "Acquisitions" for further discussion. Changes in goodwill, customer relationships and trademarks consisted of the following (in thousands): Goodwill Customer Relationships— Acquired & Non-Compete Agreements Customer Relationships — Other Trademarks Balance at December 31, 2013 $ — $ — $ — $ — Additions — — 1,589 — Amortization expense — — (88 ) — Balance at December 31, 2014 $ — $ — $ 1,501 $ — Additions $ — $ — $ 2,731 $ — Acquisition of CenStar 6,396 5,494 — 651 Acquisition of Oasis 11,983 9,389 — 617 Amortization expense — (4,503 ) (1,183 ) (74 ) Balance at December 31, 2015 $ 18,379 $ 10,380 $ 3,049 $ 1,194 Additions $ — $ — $ — $ — Acquisition of Provider Companies 26,040 24,417 — 529 Acquisition of Major Energy Companies 34,728 24,271 — 4,973 Amortization expense — (27,157 ) (1,437 ) (357 ) Balance at December 31, 2016 $ 79,147 $ 31,911 $ 1,612 $ 6,339 The acquired customer relationship related to Major Energy Companies and Provider Companies were bifurcated between hedged and unhedged and amortized to depreciation and amortization based on the expected future cash flows by year and expensed to retail cost of revenue based on the expected term of the underlying fixed price contract in each reporting period, respectively. Approximately $15.8 million of the $ 27.2 million customer relationships amortization expense for the twelve months ending December 31, 2016 is included in cost of revenues. Estimated future amortization expense for customer relationships and trademarks at December 31, 2016 is as follows (in thousands): Year Ending December 31, 2017 $ 12,913 2018 10,337 2019 5,892 2020 2,894 2021 2,592 > 5 years 5,234 Total $ 39,862 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt Balance Sheet and Income Statement Summary Debt consists of the following amounts as of (in thousands): December 31, 2016 December 31, 2015 Current portion of Senior Credit Facility—Working Capital Line (1) (2) $ 29,000 $ 22,500 Current portion of Senior Credit Facility—Acquisition Line (2) 22,287 5,306 Current portion of Note Payable - Pacific Summit Energy 15,501 — Convertible subordinated notes to affiliate 6,582 — Total current debt 73,370 27,806 Long-term portion of Senior Credit Facility—Acquisition Line (1) — 14,592 Subordinated Debt 5,000 — Convertible subordinated notes to affiliate — 6,339 Total long-term debt 5,000 20,931 Total debt $ 78,370 $ 48,737 (1) As of December 31, 2016 and 2015 , the Company had $29.6 million and $21.5 million in letters of credit issued, respectively. (2) As of December 31, 2016 and 2015 , the weighted average interest rate on the current portion of our Senior Credit Facility was 4.93% and 3.90% , respectively. (3) On October 5, 2016, RAC issued to the Company an irrevocable commitment to convert the CenStar Note and the Oasis Note into shares of Class B common stock on January 8, 2017 and January 31, 2017, respectively. RAC assigned the CenStar Note and Oasis Note to Retailco on January 4, 2017, and on January 8, 2017 and January 31, 2017, the CenStar Note and Oasis Note were converted into 134,731 and 383,090 shares of Class B common stock, respectively. Deferred financing costs were $0.4 million and $0.7 million as of December 31, 2016 and 2015 , respectively, representing capitalized financing costs in connection with the amendment and restatement of our Senior Credit Facility on July 8, 2015. Of these amounts, $0.4 million and $0.5 million is recorded in other current assets in the combined and consolidated balance sheets as of December 31, 2016 and 2015 , and zero and $0.2 million is recorded in other assets in the consolidated balance sheets as of December 31, 2016 and 2015 , respectively, based on the terms of the Senior Credit Facility. Interest expense consists of the following components for the periods indicated (in thousands): Years Ended December 31, 2016 2015 2014 Interest incurred on Senior Credit Facility (1) $ 1,730 $ 1,144 $ 418 Accretion related to Earnouts (2) 5,059 — — Commitment fees 180 160 144 Letters of credit fees 704 357 385 Amortization of deferred financing costs (3) 668 412 631 Interest incurred on convertible subordinated notes to affiliate (4) 518 207 — Interest expense $ 8,859 $ 2,280 $ 1,578 (1) Includes interest expense attributed to other revolving credit facilities prior to the IPO. (2) Includes accretion related to the Provider Earnout of $0.1 million and the Major Earnout of $4.9 million for the year ended December 31, 2016. (3) Write offs of deferred financing costs included in the above amortization were $0.1 million in connection with the amended and restated Senior Credit Facility on July 8, 2015, $0.3 million upon extinguishment of the Seventh Amended Credit Facility and $0.1 million in connection with the execution of the Seventh Amended Credit Facility for the years ended December 31, 2015 and 2014 , respectively. (4) Includes amortization of the discount on the convertible subordinated notes to affiliates of $0.2 million and less than $0.1 million for the years ended December 31, 2016 and 2015 . Prior to the IPO - Working Capital Facility The working capital facility was $150 million in 2012 under the Fifth Amended Credit Agreement and was later amended to $70 million on December 17, 2012 under the Sixth Amended Credit Agreement. On July 31, 2013, and in conjunction with the Seventh Amended Credit Agreement, the working capital facility was increased to $80 million . The working capital facility was available for use by Spark Energy Ventures and its affiliates to finance the working capital requirements related to the purchase and sale of natural gas, electricity, and other commodity products not related to the retail natural gas and asset optimization and retail electricity businesses of the Company. The working capital facility was drawn upon and repaid on a monthly basis to fund working capital needs. Portions of the borrowings were used to fund equity distributions to the sole member of the Company to fund unrelated operations of an affiliate under the common control of the sole member prior to the IPO. The total amounts outstanding under the facility as of December 31, 2013 and through the IPO date included $29.0 million that was retained and paid off by an affiliate in connection with the IPO. Further, through the issuance of letters of credit, the Company was able to secure payment to suppliers. No obligation is recorded for such outstanding letters of credit unless they are drawn upon by the suppliers and in the event a supplier draws on a letter of credit, repayment is due by the earlier of demand by the bank or at the expiration of the applicable Credit Agreement. Under the working capital facility, the Company paid a fee with respect to each letter of credit issued and outstanding. Under the Sixth Amended Credit Agreement, the Company was able to elect to have loans under the working credit facility bear interest either (i) at a Eurodollar-based rate plus a margin ranging from 3.00% to 3.75% depending on the Company’s consolidated funded indebtedness ratio then in effect, or (ii) at a base rate loan plus a margin ranging from 2.00% to 2.75% depending on the Company’s consolidated funded indebtedness ratio then in effect. The Company also paid a nonutilization fee equal to 0.50% per annum. Under the Seventh Amended Credit Agreement, the Company was able to elect to have loans under the working capital facility bear interest (i) at a Eurodollar-based rate plus a margin ranging from 3.00% to 3.25% , depending on the Spark Energy Ventures’ aggregate amount outstanding then in effect, (ii) at a base rate loan plus a margin ranging from 2.00% to 2.25% , depending on Spark Energy Ventures’ aggregate amount outstanding then in effect or (iii) a cost of funds rate loan plus a margin ranging from 2.50% to 2.75% , depending on Spark Energy Ventures’ aggregate amount outstanding then in effect. Each working capital loan made as a result of a drawing under a letter of credit bears interest on the outstanding principal amount thereof from the date funded at a floating rate per annum equal to the cost of funds rate plus the applicable margin until such loan has been outstanding for more than two business days and, thereafter, bears interest on the outstanding principal amount thereof at a floating rate per annum equal to the base rate plus the applicable margin, plus 2.00% per annum. The Company also paid a commitment fee equal to 0.50% per annum. Prior to the IPO - NuDevco Note NuDevco Retail Holdings transferred Spark HoldCo units to the Company for the $50,000 NuDevco Note, and the limited liability company agreement of Spark HoldCo was amended and restated to admit Spark Energy, Inc. as its sole managing member. This promissory note was repaid in connection with proceeds from the IPO. Senior Credit Facility Executed at the IPO Concurrently with the closing of the IPO, the Company entered into a new $70.0 million Senior Credit Facility, which was originally set to mature on August 1, 2016. If no event of default has occurred, the Company has the right, subject to approval by the administrative agent and each issuing bank, to increase the commitments under the Senior Credit Facility up to $120.0 million . The Company borrowed approximately $10.0 million under the Senior Credit Facility at the closing of the IPO to repay in full the outstanding indebtedness under the Seventh Amended Credit Agreement that SEG and SE agreed to be responsible for pursuant to an interborrower agreement between SEG, SE and an affiliate. The remaining $29.0 million of indebtedness outstanding under the Seventh Amended Credit Agreement at the IPO date was paid down by our affiliate with its own funds concurrent with the closing of the IPO pursuant to the terms of the interborrower agreement. Following this repayment, the Seventh Amended Credit Agreement was terminated. The Company had $15.0 million in letters of credit issued under the Senior Credit Facility at inception. On July 8, 2015, the Company as guarantor, and Spark HoldCo (the “Borrower," and together with the subsidiaries of Spark HoldCo, the “Co-Borrowers”) amended and restated the Senior Credit Facility to include a senior secured revolving working capital facility of $60.0 million ("Working Capital Line") and a secured revolving line of credit of $25.0 million ("Acquisition Line") to be used specifically for the financing of up to 75% of the cost of acquisitions with the remainder to be financed by the Company either through cash on hand, equity contributions or the issuance of subordinated debt and extended the maturity date. The Senior Credit Facility will mature on July 8, 2017. Borrowings under the Acquisition Line will be repaid 25% per year with the remaining 50% due at maturity. The outstanding balances under the Working Capital Line and the Acquisition Line are classified as current debt as of December 31, 2016. Senior Credit Facility The Company, as guarantor, and Spark HoldCo (the “Borrower,” and together with Spark Energy, LLC, Spark Energy Gas, LLC, CenStar Energy Corp, CenStar Operating Company, LLC, Oasis, Oasis Power, LLC, Electricity Maine, LLC, Electricity N.H., LLC, and Provider Power Mass, LLC, each a subsidiary of Spark HoldCo, the “Co-Borrowers”) are party to a senior secured revolving credit facility (“Senior Credit Facility”), which includes a senior secured revolving working capital facility up to $82.5 million ("Working Capital Line") and a secured revolving line of credit of $25.0 million ("Acquisition Line") to be used specifically for the financing of up to 75% of the cost of acquisitions with the remainder to be financed by the Company either through cash on hand or the issuance of subordinated debt or equity. On June 1, 2016, the Company and the Co-Borrowers entered into Amendment No. 3 to the Senior Credit Facility to, among other things, increase the Working Capital Line from $60.0 million to $82.5 million in accordance with the Co-Borrowers' right to increase under the existing terms of the Senior Credit Facility. Amendment No. 3 also provides for the addition of new lenders and re-allocates working capital and revolving commitments among existing and new lenders. Amendment No. 3 also provides for additional representations of the Co-Borrowers and additional protections of the lenders of the Senior Credit Facility. On August 1, 2016, the Company and the Co-Borrowers entered into Amendment No. 4 to the Senior Credit Facility to, among other things, amend the provisions under the Acquisition Line to allow for the Provider Companies acquisition. Amendment No. 4 also raises the minimum availability under the Working Capital Line to $40.0 million . In addition, Amendment No. 4 designates Major Energy Companies as "unrestricted subsidiaries" upon the closing of such acquisition on August 23, 2016. Refer to Note 3 "Acquisitions" for further discussion. On September 30, 2016, the Company and the Co-Borrowers elected to reduce the capacity of the Working Capital Line from $82.5 million to $60.0 million . At year-end, we elected up to the $70.0 million level. The Senior Credit Facility will mature on July 8, 2017. Borrowings under the Acquisition Line will be repaid 25% per year with the remainder due at maturity. The outstanding balances under the Working Capital Line and the Acquisition Line are classified as current debt as of December 31, 2016. At our election, the interest rate under the Working Capital Line is generally determined by reference to: • the Eurodollar-based rate plus an applicable margin of up to 3.00% per annum (based upon the prevailing utilization); or • the alternate base rate plus an applicable margin of up to 2.00% per annum (based upon the prevailing utilization). The alternate base rate is equal to the highest of (i) Société Générale's prime rate, (ii) the federal funds rate plus 0.50% per annum, or (iii) the reference Eurodollar rate plus 1.00% ; or • the rate quoted by Société Générale as its cost of funds for the requested credit plus up to 2.50% per annum, (based upon the prevailing utilization). The interest rate is generally reduced by 25 basis points if utilization under the Working Capital Line is below fifty percent. Borrowings under the Acquisition Line are generally determined by reference to: • the Eurodollar rate plus an applicable margin of up to 3.75% per annum (based upon the prevailing utilization); or • the alternate base rate plus an applicable margin of up to 2.75% per annum (based upon the prevailing utilization). The alternate base rate is equal to the highest of (i) Société Générale's prime rate, (ii) the federal funds rate plus 0.50% per annum, or (iii) the reference Eurodollar rate plus 1.00% . The Co-Borrowers pay an annual commitment fee of 0.375% or 0.50% on the unused portion of the Working Capital Line depending upon the unused capacity and 0.50% on the unused portion of the Acquisition Line. The lending syndicate under the Senior Credit Facility is entitled to several additional fees including an upfront fee, annual agency fee, and fronting fees based on a percentage of the face amount of letters of credit payable to any syndicate member that issues a letter a credit. The Company has the ability to elect the availability under the Working Capital Line between $40.0 million to $82.5 million . On September 30, 2016, the Company and the Co-Borrowers elected to reduce the capacity of the Working Capital Line from $82.5 million to $60.0 million . At year-end, we elected up to the $70 million level. Availability under the working capital line will be subject to borrowing base limitations. The borrowing base is calculated primarily based on 80% to 90% of the value of eligible accounts receivable and unbilled product sales (depending on the credit quality of the counterparties) and inventory and other working capital assets. The Co-Borrowers must generally seek approval of the agent or the lenders for permitted acquisitions to be financed under the Acquisition Line. The Senior Credit Facility is secured by pledges of the equity of the portion of Spark HoldCo owned by the Company and of the equity of Spark HoldCo’s subsidiaries (excluding the Major Energy Companies) and the Co-Borrowers’ present and future subsidiaries, all of the Co-Borrowers’ and their subsidiaries’ present and future property and assets, including accounts receivable, inventory and liquid investments, and control agreements relating to bank accounts. The Major Energy Companies are excluded from the definition of "Borrowers" under the Senior Credit Facility. Accordingly, we do not factor in their working capital into our working capital covenants. The Senior Credit Facility also contains covenants that, among other things, require the maintenance of specified ratios or conditions as follows: • Minimum Net Working Capital. The Co-Borrowers must maintain minimum consolidated net working capital equal to the greater of $5.0 million or 15% of the elected availability under the Working Capital Line. • Minimum Adjusted Tangible Net Worth. The Co-Borrowers must maintain a minimum consolidated adjusted tangible net worth at all times equal to the net cash proceeds from equity issuances occurring after the date of the Senior Credit Facility plus the greater of (i) 20% of aggregate commitments under the Working Capital Line plus 33% of borrowings under the Acquisition Line and (ii) $18.0 million . • Minimum Fixed Charge Coverage Ratio. Spark Energy, Inc. must maintain a minimum fixed charge coverage ratio of 1.20 to 1.00 ( 1.25 to 1.00 commencing March 31, 2017). The Fixed Charge Coverage Ratio is defined as the ratio of (a) Adjusted EBITDA to (b) the sum of consolidated interest expense (other than interest paid-in-kind in respect of any Subordinated Debt), letter of credit fees, commitment fees, acquisition earn-out payments, distributions and scheduled amortization payments. • Maximum Total Leverage Ratio. Spark Energy, Inc. must maintain a ratio of total indebtedness (excluding the Working Capital Facility and qualifying subordinated debt) to Adjusted EBITDA of a maximum of 2.50 to 1.00 . The Senior Credit Facility contains various negative covenants that limit the Company’s ability to, among other things, do any of the following: • incur certain additional indebtedness; • grant certain liens; • engage in certain asset dispositions; • merge or consolidate; • make certain payments, distributions, investments, acquisitions or loans; or • enter into transactions with affiliates. Spark Energy, Inc. is entitled to pay cash dividends to the holders of the Class A common stock, and Spark HoldCo will be entitled to make cash distributions to NuDevco Retail and Retailco (or their successor in interest) so long as: (a) no default exists or would result from such a payment; (b) the Co- Borrowers are in pro forma compliance with all financial covenants before and after giving effect to such payment and (c) the outstanding amount of all loans and letters of credit does not exceed the borrowing base limits. Spark HoldCo’s inability to satisfy certain financial covenants or the existence of an event of default, if not cured or waived, under the Senior Credit Facility could prevent the Company from paying dividends to holders of the Class A common stock. The Senior Credit Facility contains certain customary representations and warranties and events of default. Events of default include, among other things, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults and cross-acceleration to certain indebtedness, change in control in which affiliates of W. Keith Maxwell III own less than 40% of the outstanding voting interests in the Company, certain events of bankruptcy, certain events under ERISA, material judgments in excess of $5.0 million , certain events with respect to material contracts, actual or asserted failure of any guaranty or security document supporting the Senior Credit Facility to be in full force and effect and changes of control. If such an event of default occurs, the lenders under the Senior Credit Facility would be entitled to take various actions, including the acceleration of amounts due under the facility and all actions permitted to be taken by a secured creditor. In addition, the Senior Credit Facility contains affirmative covenants that are customary for credit facilities of this type. The covenants include delivery of financial statements, including any filings made with the SEC, maintenance of property and insurance, payment of taxes and obligations, material compliance with laws, inspection of property, books and records and audits, use of proceeds, payments to bank blocked accounts, notice of defaults and certain other customary matters. Convertible Subordinated Notes to Affiliate In connection with the financing of the CenStar acquisition, the Company, together with Spark HoldCo, issued the CenStar Note to RAC for $2.1 million on July 8, 2015. The CenStar Note matures on July 8, 2020, and bears interest at an annual rate of 5% , payable semiannually. The Company has the right to pay interest in kind at its option. The CenStar Note is convertible into shares of the Company’s Class B common stock, par value $0.01 per share (and a related unit of Spark HoldCo) at a conversion price of $16.57 per share. RAC may not exercise conversion rights for the first eighteen months after the CenStar Note is issued. The CenStar Note is subject to automatic conversion upon a sale of the Company. The CenStar Note is subordinated in certain respects to the Senior Credit Facility pursuant to a subordination agreement. The Company may pay interest and prepay principal so long as the Company is in compliance with its covenants; is not in default under the Senior Credit Facility and has minimum availability of $5.0 million under its borrowing base under the Senior Credit Facility. Shares of Class A common stock resulting from the conversion of the shares of Class B common stock issued as a result of the conversion right under the CenStar Note will be entitled to registration rights identical to the registration rights currently held by NuDevco Retail and Retailco on shares of Class A common stock it receives upon conversion of its existing shares of Class B common stock. On October 5, 2016, RAC issued to the Company an irrevocable commitment to convert the CenStar Note into 134,731 shares of Class B common stock. RAC assigned the CenStar Note to Retailco on January 4, 2017, and on January 8, 2017, the CenStar Note was converted into 134,731 shares of Class B common stock. Please see Note 17 "Subsequent Events." In connection with the financing of the Oasis acquisition, the Company, together with Spark HoldCo, issued the Oasis Note to RAC for $5.0 million on July 31, 2015. The Oasis Note matures on July 31, 2020, and bears interest at an annual rate of 5% , payable semiannually. The Company has the right to pay-in-kind any interest at its option. The Oasis Note is convertible into shares of the Company's Class B common stock, par value $0.01 per share (and a related unit of Spark HoldCo) at a conversion price of $14.00 per share. RAC may not exercise conversion rights for the first eighteen months after the Oasis Note is issued. The Oasis Note is subject to automatic conversion upon a sale of the Company. The Oasis Note is subordinated in certain respects to the Senior Credit Facility pursuant to a subordination agreement. The Company may pay interest and prepay principal so long as the Company is in compliance with its covenants; is not in default under the Senior Credit Facility and has minimum availability of $5.0 million under its borrowing base under the Senior Credit Facility. Shares of Class A common stock resulting from the conversion of the shares of Class B common stock issued as a result of the conversion right under the Oasis Note will be entitled to registration rights identical to the registration rights currently held by NuDevco Retail and Retailco on shares of Class A common stock it receives upon conversion of its existing shares of Class B common stock. On October 5, 2016, RAC issued to the Company an irrevocable commitment to convert the Oasis Note into 383,090 shares of Class B common stock. RAC assigned the Oasis Note to Retailco on January 4, 2017, and on January 31, 2017 the Oasis Note was converted into 383,090 shares of Class B common stock. Please see Note 17 "Subsequent Events." The conversion rate of $14.00 per share for the Oasis Note was fixed as of the date of the execution of the Oasis acquisition agreement on May 12, 2015. Due to a rise in the price of our common stock from May 12, 2015 to the closing of Oasis acquisition on July 31, 2015, the conversion rate of $14.00 per share was below the market price per share of Class A common stock of $16.21 on the issuance date of the Oasis Note on July 31, 2015. As a result, the Company assessed the Oasis Note for a beneficial conversion feature. Due to this conversion feature being "in-the-money" upon issuance, we recognized a beneficial conversion feature based on its intrinsic value of $0.8 million as a discount to the Oasis Note and as additional paid-in capital. This discount was amortized as interest expense under the effective interest method over the life of the Oasis Note through December 31, 2016. Subordinated Debt Facility On December 27, 2016, we and Spark HoldCo jointly issued to Retailco, an entity owned by our Founder, a 5% subordinated note in the principal amount of up to $25.0 million . The subordinated note allows the Company and Spark HoldCo to draw advances in increments of no less than $1.0 million per advance up to the maximum principal amount of the subordinated note. The subordinated note matures approximately 3 ½ years following the date of issuance, and advances thereunder accrue interest at 5% per annum from the date of the advance. The Company has the right to capitalize interest payments under the subordinated note. The subordinated note is subordinated in certain respects to the Company's Senior Credit Facility pursuant to a subordination agreement. The Company may pay interest and prepay principal on the subordinated note so long as it is in compliance with its covenants under the Senior Credit Facility, is not in default under the Senior Credit Facility and has minimum availability of $5.0 million under the borrowing base under the Senior Credit Facility. Payment of principal and interest under the subordinated note is accelerated upon the occurrence of certain change of control or sale transactions. As of December 31, 2016 , there were $5.0 million in outstanding borrowings under the subordinated note. Pacific Summit Energy LLC The Major Energy Companies acquired by the Company are party to three trade credit arrangements with Pacific Summit Energy LLC (“Pacific Summit”), which consist of purchase agreements, operating agreements relating to purchasing terms, security agreements, lockbox agreements and guarantees, providing for the exclusive supply of gas and electricity on credit by Pacific Summit to the Major Energy Companies for resale to end users. Under these arrangements, when the costs that Pacific Summit has paid to procure and deliver the gas and electricity exceed the payments that the Major Energy Companies have made attributable to the gas and electricity purchased, the Major Energy Companies incur interest on the difference. The operating agreements also allow Pacific Summit to provide credit support. Each form of borrowing incurs interest at the floating 90-day LIBOR rate plus 300 basis points (except for certain credit support guaranties that do not bear interest). In connection with these arrangements, the Major Companies have granted first liens to Pacific Summit on a substantial portion of the Major Companies’ assets, including present and future accounts receivable, inventory, liquid assets, and control agreements relating to bank accounts. As of December 31, 2016 , the Company had aggregate outstanding amounts payable under these arrangements of approximately $15.5 million , bearing an interest rate of approximately 4.0% . The Company was also the beneficiary under various credit support guarantees issued by Pacific Summit under these arrangements as of such date. On September 27, 2016, we notified Pacific Summit of our election to trigger the expiration of these arrangements as of March 31, 2017, at the end of the primary term. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date. Fair values are based on assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and the risks inherent in valuation techniques and the inputs to valuations. This includes not only the credit standing of counterparties involved and the impact of credit enhancements but also the impact of the Company’s own nonperformance risk on its liabilities. The Company applies fair value measurements to its commodity derivative instruments and a contingent payment arrangement based on the following fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels: • Level 1—Quoted prices in active markets for identical assets and liabilities. Instruments categorized in Level 1 primarily consist of financial instruments such as exchange-traded derivative instruments. • Level 2—Inputs other than quoted prices recorded in Level 1 that are either directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived from observable market data by correlation or other means. Instruments categorized in Level 2 primarily include non-exchange traded derivatives such as over-the-counter commodity forwards and swaps and options. • Level 3—Unobservable inputs for the asset or liability, including situations where there is little, if any, observable market activity for the asset or liability. The Level 3 category includes estimated earnout obligations related to the Company's acquisitions. As the fair value hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable data (Level 3), the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. In some cases, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. In these cases, the lowest level input that is significant to a fair value measurement in its entirety determines the applicable level in the fair value hierarchy. Non-Derivative Financial Instruments The carrying amount of cash and cash equivalents, accounts receivable, accounts receivable—affiliates, accounts payable, accounts payable—affiliates, and accrued liabilities recorded in the consolidated balance sheets approximate fair value due to the short-term nature of these items. The carrying amount of long-term debt recorded in the consolidated balance sheets approximates fair value because of the variable rate nature of the Company’s long-term debt. The fair value of our convertible subordinated notes to affiliates is not determinable for accounting purposes due to the affiliate nature and terms of this instrument with the affiliate. The fair value of the payable pursuant to tax receivable agreement—affiliate is not determinable for accounting purposes due to the affiliate nature and terms of the associated agreement with the affiliate. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following tables present assets and liabilities measured and recorded at fair value in the Company’s combined and consolidated balance sheets on a recurring basis by and their level within the fair value hierarchy as of (in thousands): Level 1 Level 2 Level 3 Total December 31, 2016 Non-trading commodity derivative assets $ 1,511 $ 9,385 $ — $ 10,896 Trading commodity derivative assets 101 430 — 531 Total commodity derivative assets $ 1,612 $ 9,815 $ — $ 11,427 Non-trading commodity derivative liabilities $ — $ (661 ) $ — $ (661 ) Trading commodity derivative liabilities — (87 ) — (87 ) Total commodity derivative liabilities $ — $ (748 ) $ — $ (748 ) Contingent payment arrangement $ — $ — $ (22,652 ) $ (22,652 ) Level 1 Level 2 Level 3 Total December 31, 2015 Non-trading commodity derivative assets $ — $ 200 $ — $ 200 Trading commodity derivative assets — 405 — 405 Total commodity derivative assets $ — $ 605 $ — $ 605 Non-trading commodity derivative liabilities $ (3,324 ) $ (7,661 ) $ — $ (10,985 ) Trading commodity derivative liabilities — (253 ) — (253 ) Total commodity derivative liabilities $ (3,324 ) $ (7,914 ) $ — $ (11,238 ) Contingent payment arrangement $ — $ — $ (500 ) $ (500 ) The Company had no transfers of assets or liabilities between any of the above levels during the years ended December 31, 2016 , 2015 and 2014 . The Company’s derivative contracts include exchange-traded contracts fair valued utilizing readily available quoted market prices and non-exch ange-traded contra cts fair valued using market price quotations available through brokers or over-the-counter and on-line exchanges. In addition, in determining the fair value of the Company’s derivative contracts, the Company applies a credit risk valuation adjustment to reflect credit risk which is calculated based on the Company’s or the counterparty’s historical credit risks. As of December 31, 2016 and 2015 , the credit risk valuation adjustment was not material. The contingent payment arrangements referred to above reflect estimated earnout obligations incurred in relation to the Company's acquisitions. As of December 31, 2016 , the estimated earnout obligations were $22.7 million , which was comprised of the Provider Earnout, the Major Earnout and the Stock Earnout in the amount of $4.9 million, $17.1 million , and $0.7 million , respectively. As of December 31, 2015 , the estimated earnout obligations were attributed to the CenStar acquisition (the "CenStar Earnout") in the amount of $0.5 million , which was settled by December 31, 2016 . As of December 31, 2016 , the estimated earnout reside on our consolidated balance sheets in current liabilities - contingent consideration and long-term liabilities - contingent consideration in the amount of $11.8 million and $8.4 million , respectively; and as of December 31, 2015 , in current liabilities - contingent consideration in the amount of $0.5 million . The CenStar, Provider, and Major Earnouts are recorded in other current liabilities in the consolidated balance sheet and discussed in Note 3 "Acquisitions." The CenStar Earnout was based on a financial measurement attributable to the operations of CenStar for the year following the closing of the acquisition. In determining the fair value of the CenStar Earnout, the Company forecasted a one year performance measurement, as defined by the CenStar stock purchase agreement. As this calculation was based on management's estimates of the liability, we had classified the CenStar Earnout as a Level 3 measurement. During the first quarter of 2016, our estimate of the CenStar Earnout was increased to $1.5 million , which was based on the results of operations during such period. In August 2016, we entered into a settlement and release agreement with the seller of CenStar in which the Company paid $1.3 million to such seller and released an additional $0.6 million from escrow in full satisfaction of the earnout obligation under the CenStar stock purchase agreement. During the year ended December 31, 2016 , the remaining estimated earnout liability of $0.2 million was written off via a reduction to general and administrative expense in our consolidated statements of operations. The Provider Earnout is based on achievement by the Provider Companies of a certain customer count criteria over the nine month period following the closing of the Provider Companies acquisition. The sellers of the Provider Companies are entitled to a maximum of $9.0 million and a minimum of $5.0 million in earnout payments based on the level of customer count attained, as defined by the Provider Companies membership interest purchase agreement. During the period from August 1, 2016 (acquisition date) through December 31, 2016, the Company recorded accretion of $0.1 million to reflect the impact of the time value of the liability. The Company has revalued the liability at December 31, 2016 with no expected change of the earnout payments. In determining the fair value of the Provider Earnout, the Company forecasted an expected customer count and certain other related criteria and calculated the probability of such forecast being attained. As this calculation is based on management's estimates of the liability, we classified the Provider Earnout as a Level 3 measurement. The Major Earnout is based on the achievement by the Major Energy Companies of certain performance targets over the 33 month period following NG&E's closing of the Major Energy Companies acquisition (i.e., April 15, 2016). The previous members of Major Energy Companies are entitled to a maximum of $20.0 million in earnout payments based on the level of performance targets attained, as defined by the Major Purchase Agreement. The Stock Earnout obligation is contingent upon the Major Energy Companies achieving the Major Earnout's performance target ceiling, thereby earning the maximum Major Earnout payments. If the Major Energy Companies earn such maximum Major Earnout payments, NG&E would be entitled to a maximum of 200,000 shares of Class B common stock (and a corresponding number of Spark HoldCo units). In determining the fair value of the Major Earnout and the Stock Earnout, the Company forecasted certain expected performance targets and calculated the probability of such forecast being attained. During the period from April 15, 2016 (NG&E acquisition date) through December 31, 2016, the Company recorded accretion of $5.0 million to reflect the impact of the time value of the liability. The Company revalued the liability at December 31, 2016, resulting in the write-down of the fair value of the liability to $17.8 million . The impact of the $1.1 million decrease in fair value is recorded in general and administrative expenses. As this calculation is based on management's estimates of the liability, we classified the Major Earnout as a Level 3 measurement. The following tables present reconciliations of liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2016 and 2015 , respectively. CenStar Earnout Major Earnout and Stock Earnout Provider Earnout Total December 31, 2014 $ — $ — $ — $ — Purchase price contingent consideration 500 — — 500 Fair value at December 31, 2015 $ 500 $ — $ — $ 500 Purchase price contingent consideration $ — $ 13,910 $ 4,823 $ 18,733 Change in fair value of contingent consideration, net 843 (1,140 ) — (297 ) Accretion of contingent earnout consideration (included within interest expense) — 4,990 69 5,059 Settlements (1) (1,343 ) — — (1,343 ) Fair value at December 31, 2016 $ — $ 17,760 $ 4,892 $ 22,652 (1) Settlements include pay downs at maturity Other Financial Instruments The carrying amount of cash and cash equivalents, accounts receivable, accounts receivable—affiliates, accounts payable, accounts payable—affiliates, and accrued liabilities recorded in the consolidated balance sheets approximate fair value due to the short-term nature of these items. The carrying amount of the Senior Credit Facility recorded in the consolidated balance sheets approximates fair value because of the variable rate nature of the Company’s line of credit. The fair value of our convertible subordinated notes to affiliates is not determinable for accounting purposes due to the affiliate nature and terms of the associated debt instrument with the affiliate. The fair value of the payable pursuant to tax receivable agreement—affiliate is not determinable for accounting purposes due to the affiliate nature and terms of the associated agreement with the affiliate. |
Accounting for Derivative Instr
Accounting for Derivative Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Accounting for Derivative Instruments | Accounting for Derivative Instruments The Company is exposed to the impact of market fluctuations in the price of electricity and natural gas and basis costs, storage and ancillary capacity charges from independent system operators. The Company uses derivative instruments to manage exposure to these risks, and historically designated certain derivative instruments as cash flow hedges for accounting purposes. For derivatives designated in a qualifying cash flow hedging relationship, the effective portion of the change in fair value is recognized in accumulated other comprehensive income (“OCI”) and reclassified to earnings in the period in which the hedged item affects earnings. Any ineffective portion of the derivative’s change in fair value is recognized currently in earnings. The Company also holds certain derivative instruments that are not held for trading purposes but are also not designated as hedges for accounting purposes. These derivative instruments represent economic hedges that mitigate the Company’s exposure to fluctuations in commodity prices. For these derivative instruments, changes in the fair value are recognized currently in earnings in retail revenues or retail costs of revenues. As part of the Company’s strategy to optimize its assets and manage related risks, it also manages a portfolio of commodity derivative instruments held for trading purposes. The Company’s commodity trading activities are subject to limits within the Company’s Risk Management Policy. For these derivative instruments, changes in the fair value are recognized currently in earnings in net asset optimization revenues. Derivative assets and liabilities are presented net in the Company’s consolidated balance sheets when the derivative instruments are executed with the same counterparty under a master netting arrangement. The Company’s derivative contracts include transactions that are executed both on an exchange and centrally cleared, as well as over-the-counter, bilateral contracts that are transacted directly with a third party. To the extent the Company has paid or received collateral related to the derivative assets or liabilities, such amounts would be presented net against the related derivative asset or liability’s fair value. As of December 31, 2016 and 2015 , the Company had paid zero and $0.1 million in collateral, respectively. The specific types of derivative instruments the Company may execute to manage the commodity price risk include the following: • Forward contracts, which commit the Company to purchase or sell energy commodities in the future; • Futures contracts, which are exchange-traded standardized commitments to purchase or sell a commodity or financial instrument; • Swap agreements, which require payments to or from counterparties based upon the differential between two prices for a predetermined notional quantity; and, • Option contracts, which convey to the option holder the right but not the obligation to purchase or sell a commodity. The Company has entered into other energy-related contracts that do not meet the definition of a derivative instrument or qualify for the normal purchase or normal sale exception and are therefore not accounted for at fair value including the following: • Forward electricity and natural gas purchase contracts for retail customer load; and, • Natural gas transportation contracts and storage agreements. Volumetric Underlying Derivative Transactions The following table summarizes the net notional volume buy/(sell) of the Company’s open derivative financial instruments accounted for at fair value, broken out by commodity, as of (in thousands): Non-trading Commodity Notional December 31, 2016 December 31, 2015 Natural Gas MMBtu 8,016 7,543 Natural Gas Basis MMBtu — 455 Electricity MWh 3,958 1,187 Trading Commodity Notional December 31, 2016 December 31, 2015 Natural Gas MMBtu (953 ) 8 Natural Gas Basis MMBtu (380 ) (455 ) Gains (Losses) on Derivative Instruments Gains (losses) on derivative instruments, net and current period settlements on derivative instruments were as follows for the periods indicated (in thousands): Year Ended December 31, 2016 2015 2014 Gain (loss) on non-trading derivatives, net 22,254 (18,423 ) (8,713 ) Gain (loss) on trading derivatives, net (including gain on trading derivatives—affiliates, net of $0, $0 and $203 for the years ended December 31, 2016, 2015 and 2014, respectively) 153 (74 ) (5,822 ) Gain (loss) on derivatives, net $ 22,407 $ (18,497 ) $ (14,535 ) Current period settlements on non-trading derivatives (1) (2) (2,284 ) 20,279 (6,289 ) Current period settlements on trading derivatives (including current period settlements on trading derivatives—affiliates, net of $0, $0 and $315 for the years ended December 31, 2016, 2015 and 2014, respectively) 138 268 2,810 Total current period settlements on derivatives (1) (2) $ (2,146 ) $ 20,547 $ (3,479 ) (1) Excludes settlements of $1.0 million and $3.4 million , respectively, for the years ended December 31, 2016 and 2015 , respectively related to non-trading derivative liabilities assumed in the acquisitions of CenStar and Oasis. (2) Excludes settlements of $25.6 million for the year ended December 31, 2016 related to non-trading derivative liabilities assumed in the acquisitions of Provider Companies and Major Energy Companies. Gains (losses) on trading derivative instruments are recorded in net asset optimization revenues, and gains (losses) on non-trading derivative instruments are recorded in retail cost of revenues on the consolidated statements of operations. Fair Value of Derivative Instruments The following tables summarize the fair value and offsetting amounts of the Company’s derivative instruments by counterparty and collateral received or paid as of (in thousands): December 31, 2016 Description Gross Assets Gross Net Assets Cash Net Amount Non-trading commodity derivatives $ 19,657 $ (11,844 ) $ 7,813 $ — $ 7,813 Trading commodity derivatives 614 (83 ) 531 — 531 Total Current Derivative Assets 20,271 (11,927 ) 8,344 — 8,344 Non-trading commodity derivatives 7,874 (4,791 ) 3,083 — 3,083 Total Non-current Derivative Assets 7,874 (4,791 ) 3,083 — 3,083 Total Derivative Assets $ 28,145 $ (16,718 ) $ 11,427 $ — $ 11,427 December 31, 2016 Description Gross Gross Net Cash Net Amount Non-trading commodity derivatives $ (662 ) $ 69 $ (593 ) $ (593 ) Trading commodity derivatives (92 ) 5 (87 ) — (87 ) Total Current Derivative Liabilities (754 ) 74 (680 ) — (680 ) Non-trading commodity derivatives (305 ) 237 (68 ) — (68 ) Total Non-current Derivative Liabilities (305 ) 237 (68 ) — (68 ) Total Derivative Liabilities $ (1,059 ) $ 311 $ (748 ) $ — $ (748 ) December 31, 2015 Description Gross Assets Gross Net Assets Cash Net Amount Non-trading commodity derivatives $ 589 $ (389 ) $ 200 $ — $ 200 Trading commodity derivatives 411 (6 ) 405 — 405 Total Current Derivative Assets 1,000 (395 ) 605 — 605 Non-trading commodity derivatives — — — — — Total Non-current Derivative Assets — — — — — Total Derivative Assets $ 1,000 $ (395 ) $ 605 $ — $ 605 December 31, 2015 Description Gross Gross Net Cash Net Amount Non-trading commodity derivatives $ (13,618 ) $ 3,151 $ (10,467 ) $ 100 $ (10,367 ) Trading commodity derivatives (320 ) 67 (253 ) — (253 ) Total Current Derivative Liabilities (13,938 ) 3,218 (10,720 ) 100 (10,620 ) Non-trading commodity derivatives (950 ) 332 (618 ) — (618 ) Total Non-current Derivative Liabilities (950 ) 332 (618 ) — (618 ) Total Derivative Liabilities $ (14,888 ) $ 3,550 $ (11,338 ) $ 100 $ (11,238 ) |
Equity
Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Equity | Equity Non-controlling Interest The Company holds an economic interest and is the sole managing member in Spark HoldCo, with NuDevco Retail and Retailco holding the remaining economic interest in Spark HoldCo. As a result, the Company has consolidated the financial position and results of operations of Spark HoldCo and reflected the economic interest retained by NuDevco Retail and Retailco as a non-controlling interest. The Company and NuDevco Retail and Retailco owned the following economic interests in Spark HoldCo at December 31, 2015 and December 31, 2016 , respectively. Non-controlling Interest Economic Interest The Company NuDevco Retail and Retailco (1) December 31, 2015 22.49 % 77.51 % December 31, 2016 38.85 % 61.15 % (1) In January 2016, Retailco succeeded to the interest of NuDevco Retail Holdings of its Class B common stock and in equal number of Spark HoldCo units it held pursuant to a series of transfers. The following table summarizes the portion of net income and income tax expense (benefit) attributable to non-controlling interest (in thousands): 2016 2015 Net income allocated to non-controlling interest $ 52,300 $ 21,779 Income tax expense (benefit) allocated to non-controlling interest 1,071 (331 ) Net income attributable to non-controlling interest $ 51,229 $ 22,110 Class A Common Stock The Company had a total of 6,496,559 and 3,118,623 shares of its Class A common stock outstanding at December 31, 2016 and 2015 , respectively. Each share of Class A common stock holds economic rights and entitles its holder to one vote on all matters to be voted on by shareholders generally. Issuance of Class A Common Stock Upon Vesting of Restricted Stock Units On May 4, 2016, 101,210 restricted stock units vested, with 77,814 shares of common stock distributed to the holders of these units and with 23,396 shares of common stock withheld by the Company to cover taxes owed on the vesting of such units. On May 18, 2016, 53,853 restricted stock units vested, with 43,683 shares of common stock distributed to the holders of these units and with 10,170 shares of common stock withheld by the Company to cover taxes owed on the vesting of such units. Conversion of Class B Common Stock to Class A Common Stock On February 3, 2016, April 1, 2016 and June 8, 2016, Retailco exchanged 1,000,000 , 1,725,000 and 500,000 , respectively, of its Spark HoldCo units (together with a corresponding number of shares of Class B common stock) for shares of Class A common stock at an exchange ratio of one share of Class A common stock for each Spark HoldCo unit (and corresponding share of Class B common stock) exchanged. Refer to Note 11 "Income Taxes" for further discussion. Class B Common Stock The Company has a total of 10,224,742 and 10,750,000 shares of its Class B common stock outstanding at December 31, 2016 and 2015 , respectively. Each share of Class B common stock, all of which are held by NuDevco Retail and Retailco, have no economic rights but entitles its holder to one vote on all matters to be voted on by shareholders generally. Holders of Class A common stock and Class B common stock vote together as a single class on all matters presented to our shareholders for their vote or approval, except as otherwise required by applicable law or by our certificate of incorporation. Issuance of Class B Common Stock On August 1, 2016, the Company issued 699,742 shares of Class B common stock to Retailco in connection with the acquisition of the Provider Companies. On August 23, 2016, the Company issued 2,000,000 shares of Class B common stock to Retailco in connection with the acquisition of Major Energy Companies. Preferred Stock The Company has 20,000,000 shares of authorized preferred stock for which there are no issued and outstanding shares at December 31, 2016 and 2015 . Earnings Per Share Basic earnings per share (“EPS”) is computed by dividing net income attributable to stockholders (the numerator) by the weighted-average number of Class A common shares outstanding for the period (the denominator). Class B common shares are not included in the calculation of basic earnings per share because they are not participating securities and have no economic interest in the Company. Diluted earnings per share is similarly calculated except that the denominator is increased (1) using the treasury stock method to determine the potential dilutive effect of the Company's outstanding unvested restricted stock units, (2) using the if-converted method to determine the potential dilutive effect of the Company's Class B common stock and (3) using the if-converted method to determine the potential dilutive effect of the outstanding convertible subordinated notes into the Company's Class B common stock. The following table presents the computation of earnings per share for the years ended December 31, 2016 and 2015 (in thousands, except per share data): Year Ended December 31, 2016 2015 Net income attributable to stockholders of Class A common stock $ 14,444 $ 3,865 Basic weighted average Class A common shares outstanding 5,701 3,064 Basic EPS attributable to stockholders $ 2.53 $ 1.26 Net income attributable to stockholders of Class A common stock $ 14,444 $ 3,865 Effect of conversion of Class B common stock to shares of Class A common stock — — Effect of conversion of convertible subordinated notes into shares of Class B common stock and shares of Class B common stock into shares of Class A common stock (310 ) (334 ) Diluted net income attributable to stockholders of Class A common stock $ 14,134 $ 3,531 Basic weighted average Class A common shares outstanding 5,701 3,064 Effect of dilutive Class B common stock — — Effect of dilutive convertible subordinated notes into shares of Class B common stock and shares of Class B common stock into shares of Class A common stock 505 210 Effect of dilutive restricted stock units 139 53 Diluted weighted average shares outstanding 6,345 3,327 Diluted EPS attributable to stockholders $ 2.23 $ 1.06 The conversion of shares of Class B common stock to shares of Class A common stock was not recognized in dilutive earnings per share for the years ended December 31, 2016 and 2015 as the effect of the conversion was antidilutive. Variable Interest Entity On January 1, 2016, we adopted ASU No. 2015-02, Consolidation (Topic 810) (“ASU 2015-02”) . ASU 2015-02 changed the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. Upon adoption, we continued to consolidate Spark HoldCo, but considered Spark HoldCo to be a variable interest entity requiring additional disclosures in the footnotes of our consolidated financial statements. Spark HoldCo is a variable interest entity due to its lack of rights to participate in significant financial and operating decisions and inability to dissolve or otherwise remove its management. Spark HoldCo owns all of the outstanding membership interests in each of the operating subsidiaries through which the Company operates. The Company is the sole managing member of Spark HoldCo, manages Spark HoldCo's operating subsidiaries through this managing membership interest, and is considered the primary beneficiary of Spark HoldCo. The assets of Spark HoldCo cannot be used to settle the obligations of the Company except through distributions to the Company, and the liabilities of Spark HoldCo cannot be settled by the Company except through contributions to Spark HoldCo. Conversion of CenStar and Oasis Notes On October 5, 2016, RAC issued to the Company an irrevocable commitment to convert the CenStar Note and Oasis Note into 134,731 and 383,090 shares, respectively, of Class B common stock (and related Spark HoldCo units) on January 8, 2017 and January 31, 2017, respectively. Refer to Note 7 "Debt" and Note 17 "Subsequent Events" for further discussion. The following table includes the carrying amounts and classification of the assets and liabilities of Spark HoldCo that are included in the Company's consolidated balance sheet as of December 31, 2016 (in thousands): December 31, 2016 Assets Current assets: Cash and cash equivalents $ 18,945 Accounts receivable 112,491 Other current assets 65,866 Total current assets 197,302 Non-current assets: Goodwill 79,147 Other assets 43,991 Total non-current assets 123,138 Total Assets $ 320,440 Liabilities Current liabilities: Accounts Payable and Accrued Liabilities 88,547 Intercompany payable with Spark Energy, Inc. (3,399 ) Current portion of Senior Credit Facility 51,287 Contingent consideration 11,827 Convertible subordinated notes to affiliates 6,582 Other current liabilities 9,932 Total current liabilities 164,776 Long-term liabilities: Subordinated debt—affiliate 5,000 Contingent consideration 10,826 Other long-term liabilities 68 Total long-term liabilities 15,894 Total Liabilities $ 180,670 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 10. Stock-Based Compensation Restricted Stock Units In connection with the IPO, the Company adopted the Spark Energy, Inc. Long-Term Incentive Plan for the employees, consultants and directors of the Company and its affiliates who perform services for the Company. The Long-Term Incentive Plan was amended and restated on September 1, 2016 (as amended and restated, the "LTIP"). The purpose of the LTIP is to provide a means to attract and retain individuals to serve as directors, employees and consultants who provide services to the Company by affording such individuals a means to acquire and maintain ownership of awards, the value of which is tied to the performance of the Company’s Class A common stock. The LTIP provides for grants of cash payments, stock options, stock appreciation rights, restricted stock or units, bonus stock, dividend equivalents, and other stock-based awards with the total number of shares of stock available for issuance under the LTIP not to exceed 1,375,000 shares. Periodically the Company grants restricted stock units to our officers, employees, non-employee directors and certain employees of our affiliates who perform services for the Company. The restricted stock unit awards vest over approximately one year for non-employee directors and ratably over approximately three or four years for officers, employees, and employees of affiliates, with the initial vesting date occurring in May of the subsequent year. Each restricted stock unit is entitled to receive a dividend equivalent when dividends are declared and distributed to shareholders of Class A common stock. These dividend equivalents shall be retained by the Company, reinvested in additional restricted stock units effective as of the record date of such dividends and vested upon the same schedule as the underlying restricted stock unit. In accordance with ASC 718, Compensation - Stock Compensation (“ASC 718”) , the Company measures the cost of awards classified as equity awards based on the grant date fair value of the award, and the Company measures the cost of awards classified as liability awards at the fair value of the award at each reporting period. The Company has utilized an estimated 6% annual forfeiture rate of restricted stock units in determining the fair value for all awards excluding those issued to executive level recipients and non-employee directors, for which no forfeitures are estimated to occur. The Company has elected to recognize related compensation expense on a straight-line basis over the associated vesting periods. Although the restricted stock units allow for cash settlement of the awards at the sole discretion of management of the Company, management intends to settle the awards by issuing shares of the Company’s Class A common stock. Total stock-based compensation expense for the years ended December 31, 2016 , 2015 and 2014 was $5.2 million , $3.2 million and $0.9 million . Total income tax benefit related to stock-based compensation recognized in net income (loss) was $2.1 million , $1.2 million and $0.3 million for the years ended December 31, 2016 , 2015 and 2014 . Equity Classified Restricted Stock Units Restricted stock units issued to employees and officers of the Company are classified as equity awards. The fair value of the equity classified restricted stock units is based on the Company’s Class A common stock price as of the grant date. The Company recognized stock based compensation expense of $2.3 million , $2.2 million and $0.5 million for the years ended December 31, 2016 , 2015 and 2014 , respectively, in general and administrative expense with a corresponding increase to additional paid in capital. The following table summarizes equity classified restricted stock unit activity and unvested restricted stock units for the year ended December 31, 2016 : Number of Shares (in thousands) Weighted Average Grant Date Fair Value Unvested at December 31, 2015 285 $ 16.33 Granted 153 29.77 Dividend reinvestment issuances 13 26.84 Vested (115 ) 27.66 Forfeited (73 ) 18.47 Unvested at December 31, 2016 263 $ 19.13 For the year ended December 31, 2016 , 115,271 restricted stock units vested, with 81,864 shares of common stock distributed to the holders of these units and 33,407 shares of common stock withheld by the Company to cover taxes owed on the vesting of such units. As of December 31, 2016 , there was $4.7 million of total unrecognized compensation cost related to the Company’s equity classified restricted stock units, which is expected to be recognized over a weighted average period of approximately 2.9 years. Liability Classified Restricted Stock Units Restricted stock units issued to non-employee directors of the Company and employees of certain of our affiliates are classified as liability awards in accordance with ASC 718 as the awards are either to a) non-employee directors that allow for the recipient to choose net settlement for the amount of withholding taxes dues upon vesting or b) to employees of certain affiliates of the Company and are therefore not deemed to be employees of the Company. The fair value of the liability classified restricted stock units is based on the Company’s Class A common stock price as of the reported period ending date. The Company recognized stock based compensation expense of $3.0 million and $1.0 million and $0.3 million for years ended December 31, 2016 , 2015 and 2014 , respectively, in general and administrative expense with a corresponding increase to liabilities. As of December 31, 2016 , the Company’s liabilities related to these restricted stock units recorded in current liabilities was $1.5 million . As of December 31, 2015 , the Company's liabilities related to these restricted stock units recorded in current liabilities was $0.7 million . The following table summarizes liability classified restricted stock unit activity and unvested restricted stock units for the year ended December 31, 2016 : Number of Shares (in thousands) Weighted Average Reporting Date Fair Value Unvested at December 31, 2015 100 $ 20.72 Granted 106 30.30 Dividend reinvestment issuances 7 30.30 Vested (82 ) 27.18 Forfeited (5 ) 30.30 Unvested at December 31, 2016 126 $ 30.30 For the year ended December 31, 2016 , 82,257 restricted stock units vested, with 71,072 shares of common stock distributed to the holders of these units and 11,185 shares of common stock withheld by the Company to cover taxes owed on the vesting of such units. As of December 31, 2016 , there was $2.0 million of total unrecognized compensation cost related to the Company’s liability classified restricted stock units, which is expected to be recognized over a weighted average period of approximately 1.9 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company is a C-corporation and subject to U.S. federal and state income taxes. The Company reports federal and state income taxes for its share of the partnership income attributable to its ownership in Spark HoldCo and for the income taxes attributable to CenStar, a C-corporation, which is owned by Spark HoldCo. The income tax liability for the partnership does not accrue to the partnership, but rather the investors are responsible for the income taxes based upon the investor's share of the partnership's income. Net income attributable to the non-controlling interest in CenStar includes the provision for income taxes. The provision (benefit) for income taxes included the following components: (in thousands) 2016 2015 2014 Current: Federal $ 5,361 $ 268 $ — State 1,683 (277 ) 173 Total Current 7,044 (9 ) 173 Deferred: Federal 2,944 1,820 (957 ) State 438 163 (107 ) Total Deferred 3,382 1,983 (1,064 ) Provision (benefit) for income taxes $ 10,426 $ 1,974 $ (891 ) The effective income tax rate was 13.7% and 7.1% for the years ended December 31, 2016 and 2015 , respectively. The following table reconciles the income tax benefit included in the combined and consolidated statement of operations with income tax expense that would result from application of the statutory federal tax rate, 35% and 34% for the years ended December 31, 2016 and 2015, respectively, to loss before income tax expense (benefit): (in thousands) 2016 2015 Expected provision at federal statutory rate $ 26,635 $ 9,503 Increase (decrease) resulting from: Non-controlling interest (17,740 ) (7,356 ) State income taxes, net of federal income tax effect 1,346 (222 ) Other 185 49 Provision for income taxes $ 10,426 $ 1,974 Total income tax expense for the year ended December 31, 2016 differed from amounts computed by applying the U.S. federal statutory tax rates to pre-tax income primarily due to state taxes and the impact of permanent differences between book and taxable income, most notably the income attributable to non-controlling interest. The effective tax rate includes a rate benefit attributable to the fact that Spark HoldCo operates as a limited liability company treated as a partnership for federal and state income tax purposes and is not subject to federal and state income taxes. Accordingly, the portion of earnings attributable to non-controlling interest is subject to tax when reported as a component of the non-controlling interest’s taxable income. The February, April and June 2016 exchanges by Retailco decreased the effective tax rate benefit attributable to non-controlling interest. The Company accounts for income taxes using the assets and liabilities method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and those assets and liabilities tax bases. The Company applies existing tax law and the tax rate that the Company expects to apply to taxable income in the years in which those differences are expected to be recovered or settled in calculating the deferred tax assets and liabilities. Effects of changes in tax rates on deferred tax assets and liabilities are recognized in income in the period of the tax rate enactment. A valuation allowance is recorded when it is not more likely than not that some or all of the benefit from the deferred tax asset will be realized. The adoption of ASU 2015-17 resulted in the reclassification of previously-classified net current deferred taxes of approximately $0.9 million from other current liabilities, resulting in a $23.4 million noncurrent deferred tax asset and a $0.9 million noncurrent deferred tax liability on the Company’s consolidated balance sheet at December 31, 2015. There was no impact to our consolidated balance sheet for the year ended December 31, 2016. The components of the Company’s deferred tax assets as of December 31, 2016 and 2015 are as follows: (in thousands) 2016 2015 Deferred Tax Assets: Investment in Spark HoldCo $ 35,359 $ 14,901 Benefit of TRA Liability 19,705 7,876 Other (17 ) 2 Total deferred tax assets 55,047 22,779 Deferred Tax Liabilities: Derivative liabilities (1,849 ) (613 ) Intangibles (1,519 ) (1,400 ) Property and equipment (10 ) (18 ) Federal net operating loss carryforward 2,076 1,488 State net operating loss carryforward 366 290 Other (2 ) 1 Total deferred tax liabilities (938 ) (252 ) Total deferred tax assets/liabilities $ 54,109 $ 22,527 On the IPO date, the Company recorded a net deferred tax asset of $15.6 million related to the step up in tax basis resulting from the purchase by the Company of Spark HoldCo units from NuDevco. In addition, the Company had a long-term liability of $20.7 million to record the effect of the Tax Receivable Agreement liability and a corresponding long-term deferred tax asset of $7.9 million . As of December 31, 2016 and 2015, the Company had a total liability of $49.9 million and $20.7 million , respectively, for the effect of the Tax Receivable Agreement liability classified as a long-term liability. The Company had a long-term deferred tax asset of approximately $20.0 million related to the Tax Receivable Agreement liability. See Note 13 “Transactions with Affiliates” for further discussion. The Company has a federal net operating loss carry forward totaling $6.5 million expiring in 2036 and a state net operating loss of $6.4 million expiring through 2036. No valuation allowance has been recorded as management believes that there will be sufficient future taxable income to fully utilize deferred tax assets. The Company periodically assesses whether it is more likely than not that it will generate sufficient taxable income to realize its deferred income tax assets. In making this determination, the Company considers all available positive and negative evidence and makes certain assumptions. The Company considers, among other things, its deferred tax liabilities, the overall business environment, its historical earnings and losses, current industry trends, and its outlook for future years. The Company believes it is more likely than not that the deferred tax assets will be utilized. On February 3, 2016, Retailco exchanged 1,000,000 of its Spark HoldCo units (together with a corresponding number of shares of Class B common stock) for shares of Class A common stock. The exchange resulted in a step up in tax basis, which gave rise to a deferred tax asset of approximately $8.0 million on the exchange date. In addition, the Company recorded an additional long-term liability as a result of the exchange of approximately $10.3 million pursuant to the Tax Receivable Agreement and a corresponding long-term deferred tax asset of approximately $3.9 million . The initial estimate for the deferred tax asset, net of the liability, under the Tax Receivable Agreement was recorded within additional paid-in capital on our consolidated balance sheet at December 31, 2016 . On April 1, 2016, Retailco exchanged 1,725,000 of its Spark HoldCo units (together with a corresponding number of shares of Class B common stock) for shares of Class A common stock. The exchange resulted in a step up in tax basis, which gave rise to a deferred tax asset of approximately $7.6 million on the exchange date. In addition, the Company recorded an additional long-term liability as a result of the exchange of approximately $10.3 million pursuant to the Tax Receivable Agreement and a corresponding long-term deferred tax asset of approximately $3.9 million . The initial estimate for the deferred tax asset, net of the liability, under the Tax Receivable Agreement was recorded within additional paid-in capital on our consolidated balance sheet at December 31, 2016 . On June 8, 2016, Retailco exchanged 500,000 of its Spark HoldCo units (together with a corresponding number of shares of Class B common stock) for shares of Class A common stock. The exchange resulted in a step up in tax basis, which gave rise to a deferred tax asset of approximately $5.3 million on the exchange date. In addition, the Company recorded an additional long-term liability as a result of the exchange of approximately $6.9 million pursuant to the Tax Receivable Agreement and a corresponding long-term deferred tax asset of approximately $2.6 million . The initial estimate for the deferred tax asset, net of the liability, under the Tax Receivable Agreement was recorded within additional paid-in capital on our consolidated balance sheet at December 31, 2016 . Separate federal and state income tax returns are filed for Spark Energy, Inc., Spark HoldCo and CenStar. The tax years 2011 through 2014 remain open to examination by the major taxing jurisdictions to which the Company is subject to income tax. NuDevco would be responsible for any audit adjustments incurred in connection with transactions occurring up to July 31, 2014 for Spark Energy, Inc. and Spark HoldCo. The last closed audit period of exam was for the 2011 Spark Energy, LLC’s federal tax return and resulted in no adjustments by the IRS. Spark Energy, Inc., Spark HoldCo and CenStar are not currently under any income tax audits. Accounting for uncertainty in income taxes prescribes a recognition threshold and measurement methodology for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As of December 31, 2016 and 2015 there was no liability and for the years ended December 31, 2016 , 2015 and 2014 , there was no expense recorded for interest and penalties associated with uncertain tax positions or unrecognized tax positions. Additionally, the Company does no t have unrecognized tax benefits as of December 31, 2016 and 2015 . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies From time to time, the Company may be involved in legal, tax, regulatory and other proceedings in the ordinary course of business. Other than proceedings discussed below, management does not believe that we are a party to any litigation, claims or proceedings that will have a material impact on the Company’s combined and consolidated financial condition or results of operations. Liabilities for loss contingencies arising from claims, assessments, litigations or other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Indirect Tax Audits The Company is undergoing various types of indirect tax audits spanning from years 2006 to 2016 for which the Company may have additional liabilities arise. At the time of filing these consolidated financial statements, these indirect tax audits are at an early stage and subject to substantial uncertainties concerning the outcome of audit findings and corresponding responses. As of December 31, 2016 we have accrued of $1.8 million related to indirect tax audit. The outcome of these indirect tax audits may result in additional expense. Legal Proceedings The Company is the subject of the following lawsuits. At the time of filing these combined and consolidated financial statements, this litigation is at an early stage and subject to substantial uncertainties concerning the outcome of material factual and legal issues. Accordingly, we cannot currently predict the manner and timing of the resolution of this litigation or estimate a range of possible losses or a minimum loss that could result from an adverse verdict in a potential lawsuit. John Melville et al v. Spark Energy Inc. and Spark Energy Gas, LLC is a purported class action filed on December 17, 2015 in the United States District Court for the District of New Jersey alleging, among other things, that (i) sales representatives engaged as independent contractors for Spark Energy Gas, LLC engaged in deceptive acts in violation of the New Jersey Consumer Fraud Act, (ii) Spark Energy Gas, LLC breach its contract with plaintiff, including a breach of the covenant of good faith and fair dealing. Plaintiffs are seeking unspecified compensatory and punitive damages for the purported class, injunctive relief and/or declaratory relief, disgorgement of revenues and/or profits and attorneys’ fees. On March 14, 2016, Spark Energy Gas, LLC and Spark Energy, Inc. filed a Motion to Dismiss this case. On April 18, 2016, Plaintiff filed his Opposition to the Motion to Dismiss. On April 25, 2016, Spark Energy, Inc. and Spark Energy Gas, LLC filed a Reply in support of their Motion to Dismiss. On November 15, 2016, the Court entered an order granting Spark Energy, Inc. and Spark Energy Gas, LLC’s Motion to Dismiss in Part and dismissed Plaintiff’s breach of covenant of good faith and fair dealing claim as well as Plaintiff’s unjust enrichment claim. On February 15, 2017, Plaintiffs filed an Amended Complaint to try to expand the class to a nation-wide class. The response to this Amended Complaint for Spark Energy, Inc. and Spark Energy Gas, LLC is due on March 15, 2017. Initial discovery has begun. We cannot predict the outcome or consequences of this case. Halifax-American Energy Company, LLC et al v. Provider Power, LLC, Electricity N.H., LLC, Electricity Maine, LLC, Emile Clavet and Kevin Dean is a lawsuit initially filed on June 12, 2014 in the Rockingham County Superior Court, State of New Hampshire, alleging various claims related to the Provider Companies’ employment of a sales contractor formerly employed with one or more of the plaintiffs, including misappropriation of trade secrets and tortious interference with a contractual relationship. The dispute occurred prior to the Company's acquisition of the Provider Companies. Portions of the original claim proceeded to trial and on January 19, 2016, a jury found in favor of the plaintiff. Damages totaling approximately $0.6 million and attorney’s fees totaling approximately $0.3 million were awarded to the plaintiff. On May 4, 2016, following post-verdict motions, the defendants filed an appeal in the State of New Hampshire Supreme Court, appealing, among other things the failure of the trial court to direct a verdict for the defendants, to set aside the verdict, or grant judgment for the defendants, and the trial court's award of certain attorneys' fees. On August 1, 2016, in connection with the Company’s closing of the acquisition of the Provider Companies, the Provider Companies entered into a joint defense agreement with the remaining defendants. The Provider Companies have posted an appeal bond of $1.0 million in connection with the appeal. On November 2, 2016, a briefing order was distributed by the court. The Provider Companies filed their brief and appendix on December 30, 2016. The opposition brief is due March 1, 2017, and the Provider Companies will have the opportunity to submit a reply brief thereafter. As of December 31, 2016 , the Company has accrued approximately $1.0 million in contingent liabilities related to this litigation. Initial damages and attorney's fees have been factored into the purchase price for the Provider Companies and the Company has full indemnity coverage and set-off rights against future price installments for any actual exposure in the appeal. Katherine Veilleux and Jennifer Chon, individually and on behalf of all other similarly situated v. Electricity Maine. LLC, Provider Power, LLC, Spark Holdco, LLC, Kevin Dean and Emile Clavet is a purported class action lawsuit filed on November 18, 2016 in the United States District Court of Maine, alleging that Electricity Maine, LLC, an entity acquired by Spark Holdco, LLC in 2016, enrolled customers through fraudulent and misleading advertising and promotions. Plaintiffs allege the following claims against all Defendants: violation of the Maine Unfair Trade Practices Act, violation of RICO, negligence, negligent misrepresentation, fraudulent misrepresentation, unjust enrichment and breach of contract. Plaintiffs seek unspecified damages for themselves and the purported class, rescission of contracts with Electricity Maine, injunctive relief, restitution, and attorney’s fees. Defendants’ initial responsive pleading was filed on February 6, 2017. In early February, Spark HoldCo filed a motion to dismiss the claims for which a hearing is expected in the second quarter. Discovery has not yet commenced in this matter but we anticipate it will commence soon. We cannot predict the outcome or consequences of this case. Under the terms of the acquisition, we are indemnified for losses and expenses in connection with this action subject to certain limits. |
Transactions with Affiliates
Transactions with Affiliates | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Transactions with Affiliates | Transactions with Affiliates The Company enters into transactions with and pays certain costs on behalf of affiliates that are commonly controlled in order to reduce risk, reduce administrative expense, create economies of scale, create strategic alliances and supply goods and services to these related parties. The Company also sells and purchases natural gas and electricity with affiliates. The Company presents receivables and payables with the same affiliate on a net basis in the consolidated balance sheets as all affiliate activity is with parties under common control. Acquisition of Oasis Power Holdings, LLC The acquisition of Oasis by the Company from RAC was a transfer of equity interests of entities under common control on July 31, 2015. Refer to Note 3 "Acquisitions" for further discussion. Master Service Agreement with Retailco Services, LLC We entered into a Master Service Agreement (the “Master Service Agreement”) effective January 1, 2016 with Retailco Services, LLC ("Retailco Services"), which is wholly owned by our Founder. The Master Service Agreement is for a one-year term and renews automatically for successive one-year terms unless the Master Service Agreement is terminated by either party. Retailco Services provides us with operational support services such as: enrollment and renewal transaction services; customer billing and transaction services; electronic payment processing services; customer services and information technology infrastructure and application support services under the Master Service Agreement. See "Cost Allocations" for further discussion of the fees paid in connection with the Master Service Agreement during the year ended December 31, 2016 . Accounts Receivable and Payable — Affiliates The Company recorded current accounts receivable—affiliates of $2.6 million and $1.8 million as of December 31, 2016 and 2015 , respectively, and current accounts payable—affiliates of $3.8 million and $2.0 million as of December 31, 2016 and 2015 for certain direct billings and cost allocations for services the Company provided to affiliates, services our affiliates provided to us, and sales or purchases of natural gas and electricity with affiliates. Prepaid Assets — Affiliates The Company prepaid NuDevco Retail and Retailco for costs of certain employee benefits to be provided through the Company’s benefit plans and recorded current prepaid assets—affiliates of zero and $0.2 million as of December 31, 2016 and 2015 , respectively. Convertible Subordinated Notes to Affiliate In connection with the financing of the CenStar acquisition, the Company, together with Spark HoldCo, issued the CenStar Note to Retailco Acquisition Co, LLC ("RAC"), which is wholly owned by our Founder, for $2.1 million on July 8, 2015. In connection with the financing of the Oasis acquisition, the Company, together with Spark HoldCo, issued the Oasis Note to RAC for $5.0 million on July 31, 2015. On October 5, 2016, RAC became irrevocably bound to convert the CenStar Note and the Oasis Note into shares of Class B common stock on January 8, 2017 and January 31, 2017, respectively. Refer to Note 7 "Debt" for further discussion. Revenues and Cost of Revenues — Affiliates The Company and an affiliate are party to an agreement whereby the Company purchases natural gas from an affiliate. Cost of revenues—affiliates, recorded in net asset optimization revenues in the consolidated statements of operations for the years ended December 31, 2016 , 2015 and 2014 related to this agreement were $1.6 million, $11.3 million and $30.3 million . The Company also purchases natural gas at a nearby third party plant inlet that was then sold to the affiliate. Revenues—affiliates, recorded in net asset optimization revenues in the combined and consolidated statements of operations for the years ended December 31, 2016 , 2015 and 2014 related to these sales were $0.2 million, $1.1 million, and $12.8 million, respectively. Additionally, the Company entered into a natural gas transportation agreement with another affiliate at its pipeline, whereby the Company transports retail natural gas and pays the higher of (i) a minimum monthly payment or (ii) a transportation fee per MMBtu times actual volumes transported. The current transportation agreement renews annually on February 28 at a fixed rate per MMBtu without a minimum monthly payment. While this transportation agreement remains in effect, this entity is no longer an affiliate as our Founder terminated his interest in the affiliate on May 16, 2016. Cost of revenues —affiliates, recorded in retail cost of revenues in the consolidated statements of operations related to this activity, was less than $0.1 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. Also included in the Company’s results are cost of revenues—affiliates related to derivative instruments, recorded in net asset optimization revenues in the combined and consolidated statements of operations. There were no cost of revenues—affiliates related to derivative instruments for the years ended December 31, 2016 and 2015 . We recognized a loss of $0.6 million for the year ended December 31, 2014 . Cost Allocations The Company paid certain expenses on behalf of affiliates, which are reimbursed by the affiliates to the Company, and our affiliates paid certain expenses on our behalf, which are reimbursed by us. These transactions include costs that can be specifically identified and certain allocated overhead costs associated with general and administrative services, including executive management, due diligence work, recurring management consulting, facilities, banking arrangements, professional fees, insurance, information services, human resources and other support departments to the affiliates. Where costs incurred on behalf of the affiliate or us could not be determined by specific identification for direct billing, the costs were primarily allocated to the affiliated entities or us based on percentage of departmental usage, wages or headcount. The total net amount direct billed and allocated from affiliates was $17.0 million , $2.1 million and $5.1 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. Of the $17.0 million total net amount directly billed and allocated to affiliates, the Company recorded general and administrative expense of $14.7 million for the year ended December 31, 2016 , in the consolidated statement of operations in connection with fees paid, net of damages charged, under the Master Service Agreement with Retailco Services. Additionally under the Master Service Agreement, we capitalized $1.3 million of property and equipment for the application, development and implementation of various systems during the year ended December 31, 2016 . The remaining amount was direct billed and allocated from other affiliates and recorded as general and administrative expense in the consolidated statement of operations. The total net amount direct billed and allocated to affiliates was $2.1 million and $5.1 million for the years ended December 31, 2015 , and 2014, respectively, which was recorded as a reduction in general and administrative expense in the consolidated statement of operations. Prior to May 2014, the Company paid residual commissions to an affiliate for all customers enrolled by the affiliate who pay their monthly retail gas or retail electricity bill. Commissions paid to the affiliate was less than $0.1 million for the year ended December 31, 2014, which is recorded in general and administrative expense in the combined and consolidated statements of operations. This agreement with the affiliate was terminated in May 2014. Distributions to and Contributions from Affiliates During the years ended December 31, 2016 , 2015 and 2014 , the Company made net capital distributions to NuDevco Retail and Retailco of $23.7 million , $15.6 million and $36.4 million , respectively, in conjunction with the payment of quarterly distributions attributable to its Spark HoldCo units. During the year ended December 31, 2016 , the Company made distributions to NuDevco Retail and Retailco for gross-up distributions of $11.3 million in connection with distributions made between Spark HoldCo and Spark Energy, Inc. for payment of income taxes incurred by Spark Energy, Inc. Additionally, during the year ended December 31, 2015, the Company received a capital contribution from NuDevco of $0.1 million as NuDevco forgave an account payable due to NuDevco that arose from the payment of withholding taxes related to the vesting of restricted stock units of certain employees of NuDevco who perform services for the Company. In contemplation of the Company’s IPO, the Company entered into an agreement with an affiliate in April 2014 to permanently forgive all net outstanding accounts receivable balances from the affiliate through the IPO date. As such, the accounts receivable balances from the affiliate have been eliminated and presented as a distribution to our Founder for the year ended December 31, 2014. Proceeds from Disgorgement of Stockholder Short-swing Profits During the year ended December 31, 2016 , the Company recorded $1.6 million from Retailco for the disgorgement of stockholder short-swing profits under Section 16(b) under the Exchange Act. Of the $1.6 million , the Company received $0.9 million cash during the year ended December 31, 2016 and received $0.7 million cash in January 2017. The amount was recorded as an increase to additional paid-in capital in our consolidated balance sheet. Class B Common Stock In connection with the Major Energy Companies acquisition, the Company issued Retailco 2,000,000 shares of Class B common stock (and a corresponding number of Spark HoldCo units) to NG&E. In connection with the financing of the Provider Companies acquisition, the Company sold 699,742 shares of Class B common stock (and a corresponding number of Spark HoldCo units) to RetailCo, valued at $14.0 million based on a value of $20 per share. See Note 3 "Acquisitions" for further discussion. Subordinated Debt Facility On December 27, 2016, the Company and Spark HoldCo jointly issued to Retailco, an entity owned by our Founder, a 5% subordinated note in the principal amount of up to $25.0 million . The subordinated note allows the Company and Spark HoldCo to draw advances in increments of no less than $1.0 million per advance up to the maximum principal amount of the subordinated note. The subordinated note matures approximately three and a half years following the date of issuance, and advances thereunder accrue interest at 5% per annum from the date of the advance. The Company has the right to capitalize interest payments under the subordinated note. The subordinated note is subordinated in certain respects to the Company's Senior Credit Facility pursuant to a subordination agreement. The Company may pay interest and prepay principal on the subordinated note so long as it is in compliance with its covenants under the Senior Credit Facility, is not in default under the Senior Credit Facility and has minimum availability of $5.0 million under its borrowing base under the Senior Credit Facility. Payment of principal and interest under the subordinated note is accelerated upon the occurrence of certain change of control or sale transactions. As of December 31, 2016 , there were $5.0 million in outstanding borrowings under the subordinated note. Tax Receivable Agreement Concurrently with the closing of the IPO, the Company entered into a Tax Receivable Agreement with Spark HoldCo, NuDevco Retail Holdings and NuDevco Retail. The Company is party to a Tax Receivable Agreement with Spark HoldCo, NuDevco Retail Holdings and NuDevco Retail. This agreement generally provides for the payment by the Company to Retailco, LLC (as the successor to NuDevco Retail Holdings) and NuDevco Retail of 85% of the net cash savings, if any, in U.S. federal, state and local income tax or franchise tax that the Company actually realizes (or is deemed to realize in certain circumstances) in future periods as a result of (i) any tax basis increases resulting from the purchase by the Company of Spark HoldCo units from NuDevco Retail Holdings, (ii) any tax basis increases resulting from the exchange of Spark HoldCo units for shares of Class A common stock pursuant to the Exchange Right (or resulting from an exchange of Spark HoldCo units for cash pursuant to the Cash Option) and (iii) any imputed interest deemed to be paid by the Company as a result of, and additional tax basis arising from, any payments the Company makes under the Tax Receivable Agreement. The Company retains the benefit of the remaining 15% of these tax savings. See Note 11 “Income Taxes” for further discussion. In certain circumstances, the Company may defer or partially defer any payment due (a “TRA Payment”) to the holders of rights under the Tax Receivable Agreement, which are currently Retailco and NuDevco Retail. During the five -year period ending September 30, 2019, the Company will defer all or a portion of any TRA Payment owed pursuant to the Tax Receivable Agreement to the extent that Spark HoldCo does not generate sufficient Cash Available for Distribution (as defined below) during the four-quarter period ending September 30th of the applicable year in which the TRA Payment is to be made in an amount that equals or exceeds 130% (the “TRA Coverage Ratio”) of the Total Distributions (as defined below) paid in such four-quarter period by Spark HoldCo. For purposes of computing the TRA Coverage Ratio: • “Cash Available for Distribution” is generally defined as the Adjusted EBITDA of Spark HoldCo for the applicable period, less (i) cash interest paid by Spark HoldCo, (ii) capital expenditures of Spark HoldCo (exclusive of customer acquisition costs) and (iii) any taxes payable by Spark HoldCo; and • “Total Distributions” are defined as the aggregate distributions necessary to cause the Company to receive distributions of cash equal to (i) the targeted quarterly distribution the Company intends to pay to holders of its Class A common stock payable during the applicable four-quarter period, plus (ii) the estimated taxes payable by the Company during such four-quarter period, plus (iii) the expected TRA Payment payable during the calendar year for which the TRA Coverage Ratio is being tested. In the event that the TRA Coverage Ratio is not satisfied in any calendar year, the Company will defer all or a portion of the TRA Payment to NuDevco Retail or Retailco under the Tax Receivable Agreement to the extent necessary to permit Spark HoldCo to satisfy the TRA Coverage Ratio (and Spark HoldCo is not required to make and will not make the pro rata distributions to its members with respect to the deferred portion of the TRA Payment). If the TRA Coverage Ratio is satisfied in any calendar year, the Company will pay NuDevco Retail or Retailco the full amount of the TRA Payment. Following the five -year deferral period ending September 30, 2019, the Company will be obligated to pay any outstanding deferred TRA Payments to the extent such deferred TRA Payments do not exceed (i) the lesser of the Company’s proportionate share of aggregate Cash Available for Distribution of Spark HoldCo during the five -year deferral period or the cash distributions actually received by the Company during the five -year deferral period, reduced by (ii) the sum of (a) the aggregate target quarterly dividends (which, for the purposes of the Tax Receivable Agreement, will be $0.3625 per share per quarter) during the five -year deferral period, (b) the Company’s estimated taxes during the five -year deferral period, and (c) all prior TRA Payments and (y) if with respect to the quarterly period during which the deferred TRA Payment is otherwise paid or payable, Spark HoldCo has or reasonably determines it will have amounts necessary to cause the Company to receive distributions of cash equal to the target quarterly distribution payable during that quarterly period. Any portion of the deferred TRA Payments not payable due to these limitations will no longer be payable. We did not meet the threshold coverage ratio required to fund the first payment to Retailco under the Tax Receivable Agreement during the four-quarter period ended September 30, 2015. As such, the initial payment under the Tax Receivable Agreement due in late 2015 was deferred pursuant to the terms thereof. We met the threshold coverage ratio required to fund the first TRA Payment to Retailco and NuDevco Retail under the Tax Receivable Agreement during the four-quarter period ending September 30, 2016, resulting in an initial TRA Payment of $1.4 million becoming due in December 2016. On November 6, 2016, Retailco and NuDevco Retail granted the Company the right to defer the TRA Payment until May 2018. During the period of time when the Company has elected to defer the TRA Payment, the outstanding payment amount will accrue interest at a rate calculated in the manner provided for under the Tax Receivable Agreement. The liability has been classified as non-current in our consolidated balance sheet at December 31, 2016. On November 6, 2016, Retailco and NuDevco Retail waived their right to receive an approximate $1.4 million payment for the Tax Receivable Agreement that was due from the Company on December 15, 2016. The Company has been given the right to defer this payment for up to eighteen months, subject to interest at the rate agreed to in the Tax Receivable Agreement. The liability has been classified as non-current as of December 31, 2016 . |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company’s determination of reportable business segments considers the strategic operating units under which the Company makes financial decisions, allocates resources and assesses performance of its retail and asset optimization businesses. The Company’s reportable business segments are retail natural gas and retail electricity. The retail natural gas segment consists of natural gas sales to, and natural gas transportation and distribution for, residential and commercial customers. Asset optimization activities, considered an integral part of securing the lowest price natural gas to serve retail gas load, are part of the retail natural gas segment. The Company recorded asset optimization revenues of $133.0 million , $154.1 million and $284.6 million and asset optimization cost of revenues of $133.6 million , $152.6 million and $282.3 million for the years ended December 31, 2016 , 2015 and 2014 , respectively, which are presented on a net basis in asset optimization revenues. The retail electricity segment consists of electricity sales and transmission to residential and commercial customers. Corporate and other consists of expenses and assets of the retail natural gas and retail electricity segments that are managed at a consolidated level such as general and administrative expenses. The acquisitions of CenStar, Oasis in 2015 and acquisitions of Major Energy Companies and Provider Energy Companies in 2016 had no impact on our reportable business segments as the portions of those acquisitions related to retail natural gas and retail electricity have been included in those existing business segments. To assess the performance of the Company’s operating segments, the Chief Operating Decision Maker analyzes retail gross margin. The Company defines retail gross margin as operating income (loss) plus (i) depreciation and amortization expenses and (ii) general and administrative expenses, less (i) net asset optimization revenues (expenses), (ii) net gains (losses) on non-trading derivative instruments, and (iii) net current period cash settlements on non-trading derivative instruments. The Company deducts net gains (losses) on non-trading derivative instruments, excluding current period cash settlements, from the retail gross margin calculation in order to remove the non-cash impact of net gains and losses on non-trading derivative instruments. Retail gross margin is a primary performance measure used by our management to determine the performance of our retail natural gas and electricity business by removing the impacts of our asset optimization activities and net non-cash income (loss) impact of our economic hedging activities. As an indicator of our retail energy business’ operating performance, retail gross margin should not be considered an alternative to, or more meaningful than, operating income, as determined in accordance with GAAP. Below is a reconciliation of retail gross margin to income before income tax expense (in thousands). Years Ended December 31, (in thousands) 2016 2015 2014 Reconciliation of Retail Gross Margin to Income before taxes Income before income tax expense $ 76,099 $ 27,949 $ (5,156 ) Interest and other income (957 ) (324 ) (263 ) Interest expense 8,859 2,280 1,578 Operating Income 84,001 29,905 (3,841 ) Depreciation and amortization 32,788 25,378 22,221 General and administrative 84,964 61,682 45,880 Less: Net asset optimization (expenses) revenue (586 ) 1,494 2,318 Net, Gain (losses) on non-trading derivative instruments 22,254 (18,423 ) (8,713 ) Net, Cash settlements on non-trading derivative instruments (2,284 ) 20,279 (6,289 ) Retail Gross Margin $ 182,369 $ 113,615 $ 76,944 The Company uses retail gross margin and net asset optimization revenues as the measure of profit or loss for its business segments. This measure represents the lowest level of information that is provided to the chief operating decision maker for our reportable segments. Financial data for business segments are as follows (in thousands): Year Ended December 31, 2016 Retail Retail Corporate Eliminations Spark Retail Total Revenues $ 417,229 $ 129,468 $ — $ — $ 546,697 Retail cost of revenues 286,795 58,149 — — 344,944 Less: Net asset optimization revenues — (586 ) — — (586 ) Net, Gains (losses) on non-trading derivative instruments 17,187 5,067 — — 22,254 Current period settlements on non-trading derivatives (4,889 ) 2,605 — — (2,284 ) Retail gross margin $ 118,136 $ 64,233 $ — $ — $ 182,369 Total Assets $ 577,695 $ 242,739 $ 169,404 $ (613,670 ) $ 376,168 Goodwill $ 76,617 $ 2,530 $ — $ — $ 79,147 Year Ended December 31, 2015 Retail Retail Corporate Eliminations Spark Retail Total Revenues $ 229,490 $ 128,663 $ — $ — $ 358,153 Retail cost of revenues 170,684 70,504 — — 241,188 Less: Net asset optimization revenues — 1,494 — — 1,494 Net, Gains (losses) on non-trading derivative instruments (13,348 ) (5,075 ) — — (18,423 ) Current period settlements on non-trading derivatives 11,899 8,380 — — 20,279 Retail gross margin $ 60,255 $ 53,360 $ — $ — $ 113,615 Total Assets $ 150,245 $ 113,583 $ 88,823 $ (190,417 ) $ 162,234 Goodwill $ 16,476 $ 1,903 $ — $ — $ 18,379 Year Ended December 31, 2014 Retail Retail Corporate Eliminations Spark Retail Total Revenues $ 176,406 $ 146,470 $ — $ — $ 322,876 Retail cost of revenues 149,452 109,164 — — 258,616 Less: Net asset optimization revenues — 2,318 — — 2,318 Net, Gains (losses) on non-trading derivative instruments (518 ) (8,195 ) — — (8,713 ) Current period settlements on non-trading derivatives (5,145 ) (1,144 ) — — (6,289 ) Retail gross margin $ 32,617 $ 44,327 $ — $ — $ 76,944 Total Assets $ 46,848 $ 101,711 $ 27,285 $ (37,447 ) $ 138,397 Significant Customers For each of the years ended December 31, 2016 , 2015 and 2014 , the Company did not have any significant customers that individually accounted for more than 10% of the Company’s combined and consolidated retail revenue. Significant Suppliers For the years ended December 31, 2016 , 2015 and 2014 , the Company had two , one and one significant suppliers, respectively, that individually accounted for more than 10% of the Company’s combined and consolidated retail cost of revenues and net asset optimization. |
Customer Acquisitions
Customer Acquisitions | 12 Months Ended |
Dec. 31, 2016 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Customer Acquisitions | Customer Acquisitions During the first quarter of 2015, the Company entered into a purchase and sale agreement for the purchase of approximately 9,500 RCEs in Northern California for a purchase price of $2.0 million . The transaction closed in April 2015. The purchase price was capitalized as customer relationships in our consolidated balance sheet and is being amortized over a three -year period as customers use natural gas under a contract with the Company. During the fourth quarter of 2014, the Company entered into two purchase and sale agreements for the purchase of approximately 12,500 RCEs in Connecticut for a purchase price of approximately $2.2 million . The purchase prices are capitalized as customer relationships to be amortized over a three year period as customers begin using electricity under a contract with the Company. As of December 31, 2014 the Company had paid and capitalized approximately $1.5 million related to these purchases. |
Equity Method Investment
Equity Method Investment | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investment | Equity Method Investment Investment in eREX Spark Marketing Co., Ltd In September 2015, the Company and Spark HoldCo, together with eREX Co., Ltd., a Japanese company, entered into an agreement ("eREX JV Agreement") to form a new joint venture, eREX Spark Marketing Co., Ltd ("eREX Spark"). As part of this agreement, the Company made contributions of 156.4 million Japanese Yen, or $1.4 million , for 20% ownership of eREX Spark. The Company is entitled to share in 30% of the dividends distributed by eREX Spark for the first year a qualifying dividend is paid and for the subsequent four years thereafter. After this period, dividends will be distributed proportionately with the equity ownership of eREX Spark. eREX Spark's board of directors consists of four directors, one of whom is appointed by the Company. Based on the Company's significant influence, as reflected by the 20% equity ownership and 25% control of the eREX Spark board of directors, we recorded the investment in eREX Spark as an equity method investment. Our investment in eREX Spark was $2.3 million as of December 31, 2016 , reflecting contributions made by the Company through December 31, 2016 and our proportionate share of earnings as determined under the HLBV method as of December 31, 2016 , and recorded in other assets in the consolidated balance sheet. There were no basis differences between our initial contribution and the underlying net assets of eREX Spark. We recorded our proportionate share of eREX Spark's earnings of $0.9 million in our combined and consolidated statement of operations for the year ended December 31, 2016 . |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Acquisition from NG&E The Company has entered into a letter agreement with NG&E for the acquisition of approximately 19,000 RCEs with an option to acquire an additional 41,000 RCEs. The Company will pay approximately $2.2 million in cash, subject to working capital adjustments. Declaration of Dividends On January 19, 2017 , the Company declared a dividend of $0.3625 per share to holders of record of our Class A common stock on March 1, 2017 that will be paid on March 16, 2017 . Conversion of CenStar and Oasis Notes On October 5, 2016, RAC issued to the Company an irrevocable commitment to convert the CenStar Note and Oasis Note into 134,731 and 383,090 shares, respectively, of Class B common stock (and related Spark HoldCo units). RAC assigned the CenStar Note and Oasis Note to Retailco on January 4, 2017, and on January 8, 2017 and January 31, 2017, the CenStar Note and Oasis Note were converted into 134,731 and 383,090 shares of Class B common stock, respectively. See Note 7 "Debt." |
Basis of Presentation and Sum25
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | The accompanying combined and consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company's consolidated financial statements include the accounts of all wholly-owned and controlled subsidiaries. We account for investments over which we have significant influence but not a controlling financial interest using the equity method of accounting. All significant intercompany transactions and balances have been eliminated in the combined and consolidated financial statements. |
Consolidation | The accompanying combined and consolidated financial statements have been prepared in accordance with Regulation S-X, Article 3, General Instructions as to Financial Statements and Staff Accounting Bulletin (“SAB”) Topic 1-B, Allocations of Expenses and Related Disclosures in Financial Statements of Subsidiaries, Divisions or Lesser Business Components of Another Entity on a stand-alone basis and are derived from SE’s and SEG’s historical basis in the assets and liabilities before the IPO and Spark Energy Inc.’s financial results after the IPO, and include all revenues, costs, assets and liabilities attributable to the retail natural gas and asset optimization and retail electricity businesses of SE and SEG for the periods prior to the IPO that are specifically identifiable or have been allocated to the Company. Management has made certain assumptions and estimates in order to allocate a reasonable share of expenses to the Company, such that the Company’s combined and consolidated financial statements reflect substantially all of its costs of doing business. |
Transactions with Affiliates | Transactions with Affiliates The Company enters into transactions with and pays certain costs on behalf of affiliates that are commonly controlled by W. Keith Maxwell III, and these affiliates enter into transactions with and pay certain costs on our behalf, in order to reduce risk, reduce administrative expense, create economies of scale, create strategic alliances and supply goods and services among these related parties. These transactions include, but are not limited to, certain services to the affiliated companies associated with the Company’s debt facility prior to the IPO, employee benefits provided through the Company’s benefit plans, insurance plans, leased office space, administrative salaries for management due diligence work, recurring management consulting, and accounting, tax, legal, or technology services based on services provided, departmental usage, or headcount, which are considered reasonable by management. As such, the accompanying combined and consolidated financial statements include costs that have been incurred by the Company and then directly billed or allocated to affiliates, and costs that have been incurred by our affiliates and then directly billed or allocated to us, and are recorded net in general and administrative expense on the combined and consolidated statements of operations with a corresponding accounts receivable—affiliates or accounts payable—affiliates, respectively, recorded in the consolidated balance sheets. Additionally, the Company enters into transactions with certain affiliates for sales or purchases of natural gas and electricity, which are recorded in retail revenues, retail cost of revenues, and net asset optimization revenues in the combined and consolidated statements of operations with a corresponding accounts receivable—affiliate or accounts payable—affiliate in the combined and consolidated balance sheets. The allocations and related estimates and assumptions are described more fully in Note 13 “Transactions with Affiliates.” These costs are not necessarily indicative of the cost that the Company would have incurred had it operated as an independent stand-alone entity prior to the IPO. Affiliates also relied upon Spark Energy Ventures as a participant in the credit facility for periods prior to the IPO as described more fully in Note 7 “Debt.” As such, the Company’s combined and consolidated financial statements do not fully reflect what the Company’s financial position, results of operations and cash flows would have been had the Company operated as an independent stand-alone company prior to the IPO. As a result, historical financial information prior to the IPO is not necessarily indicative of what the Company’s results of operations, financial position and cash flows will be in the future. The Company’s combined and consolidated financial statements are presented on a consolidated basis and include all wholly-owned and controlled subsidiaries. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of all unrestricted demand deposits and funds invested in highly liquid instruments with original maturities of three months or less. The Company periodically assesses the financial condition of the institutions where these funds are held and believes that its credit risk is minimal with respect to these institutions. |
Accounts Receivable | Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Accounts receivable in the combined and consolidated balance sheets are net of allowance for doubtful accounts of $2.3 million and $1.9 million as of December 31, 2016 and 2015 , respectively. The Company accrues an allowance for doubtful accounts based upon estimated uncollectible accounts receivable considering historical collections, accounts receivable aging analysis, credit risk and other factors. The Company writes off accounts receivable balances against the allowance for doubtful accounts when the accounts receivable is deemed to be uncollectible. Bad debt expense of $1.3 million , $7.9 million and $10.2 million was recorded in general and administrative expense in the combined and consolidated statements of operations for the years ended December 31, 2016 , 2015 and 2014 , respectively. The Company conducts business in many utility service markets where the local regulated utility purchases our receivables, and then becomes responsible for billing the customer and collecting payment from the customer (“POR programs”). This POR service results in substantially all of the Company’s credit risk being linked to the applicable utility, which generally has an investment-grade rating, and not to the end-use customer. The Company monitors the financial condition of each utility and currently believes that its susceptibility to an individually significant write-off as a result of concentrations of customer accounts receivable with those utilities is remote. Trade accounts receivable that are part of a local regulated utility’s POR program are recorded on a gross basis in accounts receivable in the combined and consolidated balance sheets. The discount paid to the local regulated utilities is recorded in general and administrative expense in the combined and consolidated statements of operations. In markets that do not offer POR services or when the Company chooses to directly bill its customers, certain receivables are billed and collected by the Company. The Company bears the credit risk on these accounts and records an appropriate allowance for doubtful accounts to reflect any losses due to non-payment by customers. The Company’s customers are individually insignificant and geographically dispersed in these markets. The Company writes off customer balances when it believes that amounts are no longer collectible and when it has exhausted all means to collect these receivables. |
Inventory | Inventory Inventory consists of natural gas used to fulfill and manage seasonality for fixed and variable-price retail customer load requirements and is valued at the lower of weighted average cost or market. Purchased natural gas costs are recognized in the combined and consolidated statements of operations, within retail cost of revenues, when the natural gas is sold and delivered out of the storage facility. There were no inventory impairments recorded for the years ended December 31, 2016 , 2015 and 2014 . When natural gas is sold costs are recognized in the combined and consolidated statements of operations, within retail cost of revenues, at the weighted average cost value at the time of the sale. |
Customer Acquisition Costs | Customer Acquisition Costs The Company has retail natural gas and electricity customer acquisition costs, net of $18.8 million and $13.4 million recorded in current assets and $6.1 million and $3.8 million recorded in noncurrent assets representing direct response advertising costs as of December 31, 2016 and 2015 , respectively. Customer acquisition costs are spending for organic customer acquisitions and do not include customer acquisitions through merger and acquisition activities, which are recorded as customer relationships. Amortization of customer acquisition costs, recorded in depreciation and amortization in the combined and consolidated statements of operations, was $17.5 million , $18.0 million and $18.5 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. Capitalized direct response advertising costs consist primarily of hourly and commission based telemarketing costs, door-to-door agent commissions and other direct advertising costs associated with proven customer generation, and are capitalized and amortized over the estimated two -year average life of a customer in accordance with the provisions of FASB ASC 340-20, Capitalized Advertising Costs . Recoverability of customer acquisition costs is evaluated based on a comparison of the carrying amount of the customer acquisition costs to the future net cash flows expected to be generated by the customers acquired, considering specific assumptions for customer attrition, per unit gross profit, and operating costs. These assumptions are based on forecasts and historical experience. |
Customer Relationships | Customer Relationships Customer acquisitions through direct acquisitions of customer contracts or recorded as part of the acquisition method in accordance with FASB ASC Topic 805, Business Combinations ("ASC 805") are recorded as customer relationships and represent customer contract acquisitions not acquired through the direct response advertising discussed above at “ Customer Acquisition Costs. ” The Company has recorded $12.1 million and $6.6 million , net of amortization, as current assets as of December 31, 2016 and 2015 , respectively, and $21.4 million and $6.8 million , net of amortization, as non-current assets as of December 31, 2016 and 2015 , respectively, related to these intangible assets. These intangibles are amortized on a straight-line basis over the estimated average life of the related customer contracts acquired, which ranges from three years to six years . The acquired customer relationships intangibles related to Oasis, CenStar, Major Energy Companies and the Provider Companies, are reflective of the acquired companies’ customer base, and were valued at the respective dates of acquisition using an excess earnings method under the income approach. Using this method, the Company estimated the future cash flows resulting from the existing customer relationships, considering attrition as well as charges for contributory assets, such as net working capital, fixed assets, and assembled workforce. These future cash flows were then discounted using an appropriate risk-adjusted rate of return by retail unit to arrive at the present value of the expected future cash flows. CenStar and Oasis customer relationships are amortized to depreciation and amortization based on the expected future net cash flows by year. The acquired customer relationship intangibles related to Major Energy Companies and Provider Companies were bifurcated between hedged and unhedged and amortized to depreciation and amortization based on the expected future cash flows by year and expensed to retail cost of revenue based on the expected term of the underlying fixed price contract in each reporting period, respectively. Amortization expense was $28.6 million and $5.7 million for the years ended December 31, 2016 and 2015 , respectively. Approximately $15.8 million of the $28.6 million customer relationships amortization expense for the twelve months ending December 31, 2016 was included in retail cost of revenue. We recorded less than $0.1 million amortization expense for the year ended December 31, 2014 . We review customer relationships for impairment whenever events or changes in business circumstances indicate the carrying value of the intangible assets may not be recoverable. Impairment is indicated when the undiscounted cash flows estimated to be generated by the intangible assets are less than their respective carrying value. If an impairment exists, a loss would be recognized for the difference between the fair value and carrying value of the intangible assets. Trademarks Trademarks recorded as part of the acquisition method in accordance with ASC 805 represent the value associated with the recognition and positive reputation of an acquired company to its target markets. This value would otherwise have to be internally developed through significant time and expense or by paying a third party for its use. The fair values of trademark assets were determined at the date of acquisition using a royalty savings method under the income approach. Under this approach, the Company estimates the present value of expected cash flows resulting from avoiding royalty payments to use a third party trademark. The Company analyzes market royalty rates charged for licensing trademarks and applied an expected royalty rate to a forecast of estimated revenue, which was then discounted using an appropriate risk adjusted rate of return. The Company has recorded $6.3 million and $1.2 million , net of amortization, as other assets as of December 31, 2016 and 2015 related to these trademarks. These intangibles are amortized over the estimated five-year to twenty-year life of the trademarks on a straight-line basis. Amortization expense was $0.4 million and $0.1 million for the years ended December 31, 2016 and 2015 . We recorded no amortization expense for the year ended December 31, 2014 . We review trademarks for impairment whenever events or changes in business circumstances indicate the carrying value of the intangible assets may not be recoverable. Impairment is indicated when the undiscounted cash flows estimated to be generated by the intangible assets are less than their respective carrying value. If an impairment exists, a loss would be recognized for the difference between the fair value and carrying value of the intangible assets. |
Deferred Financing Costs | Deferred Financing Costs Costs incurred in connection with the issuance of long-term debt are capitalized and amortized to interest expense using the straight-line method over the life of the related long-term debt due to the variable nature of the Company’s long-term debt. |
Property and Equipment | Property and Equipment The Company records property and equipment at historical cost. Depreciation expense is recorded on a straight-line method based on estimated useful lives. When assets are placed into service, management makes estimates with respect to useful lives and salvage values of the assets. When items of property and equipment are sold or otherwise disposed of, any gain or loss is recorded in the combined and consolidated statements of operations. |
Internal-Use Software | The Company capitalizes costs associated with internal-use software projects in accordance with FASB ASC Topic 350-40, Internal-Use Software . Capitalized costs are the costs incurred during the application development stage of the internal-use software project such as software configuration, coding, installation of hardware and testing. Costs incurred during the preliminary or post-implementation stage of the internal-use software project are expensed in the period incurred. These types of costs include formulation of ideas and alternatives, training and application maintenance. After internal-use software projects are completed, the associated capitalized costs are depreciated over the estimated useful life of the related asset. Interest costs incurred while developing internal-use software projects are capitalized in accordance with FASB ASC Topic 835-20, Capitalization of Interest . |
Goodwill | Goodwill Goodwill represents the excess of cost over fair value of the assets of businesses acquired in accordance with FASB ASC Topic 350 Intangibles-Goodwill and Other ("ASC 350"). The goodwill on our consolidated balance sheet as of December 31, 2016 is associated with both our Retail Natural Gas and Retail Electricity reporting units. We determine our reporting units by identifying each unit that engaged in business activities from which it may earn revenues and incur expenses, had operating results regularly reviewed by the segment manager for purposes of resource allocation and performance assessment, and had discrete financial information. Goodwill is assessed for impairment whenever events or circumstances indicate that impairment of the carrying value of goodwill is likely, but no less often than annually as of October 31, 2016. On October 31, 2016, we performed a qualitative assessment of goodwill in accordance with guidance from ASC 350, which permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. If we fail the qualitative test, then we must compare our estimate of the fair value of a reporting unit with its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its fair value, we perform the second step of the goodwill impairment test to measure the amount of goodwill impairment loss to be recorded, as necessary. The second step compares the implied fair value of the reporting unit’s goodwill to the carrying value, if any, of that goodwill. We determine the implied fair value of the goodwill in the same manner as determining the amount of goodwill to be recognized in a business combination. |
Equity Method Investment | Equity Method Investment The Company accounts for investments in unconsolidated entities using the equity method of accounting, as prescribed in FASB ASC Topic 323-10, Investments-Equity Method and Joint Venture, if the investment gives us the ability to exercise significant influence over, but not control, of an investee. Significant influence generally exists if we have an ownership interest representing between 20% and 50% of the voting stock of the investee. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and our proportionate share of earnings or losses and distributions. Such investment is presented on the consolidated balance sheet under "Other assets" and our share of their income as "Interest and other income" on the combined and consolidated statements of operations. The Company determines its equity investment earnings using the Hypothetical Liquidation at Book Value (HLBV) method. Under the HLBV method, a calculation is prepared at each balance sheet date to determine the amount the Company would receive if the investee were to liquidate all of its assets, as valued in accordance with U.S. GAAP, and distribute that cash to the investors. The difference between the calculated liquidation distribution amounts at the beginning and the end of the reporting period, after adjusting for capital contributions and distributions, is the Company's share of the earnings or losses from the equity investment for the period. |
Segment Reporting | Segment Reporting The FASB ASC Topic 280, Segment Reporting , established standards for entities to report information about the operating segments and geographic areas in which they operate. The Company operates two segments, retail natural gas and retail electricity, and all of its operations are located in the United States. |
Revenues and Cost of Revenues | Revenues and Cost of Revenues The Company’s revenues are derived primarily from the sale of natural gas and electricity to retail customers. The Company also records revenue from sales of natural gas and electricity to wholesale counterparties, including affiliates. Revenues are recognized by the Company using the following criteria: (1) persuasive evidence of an exchange arrangement exists, (2) delivery has occurred or services have been rendered, (3) the buyer’s price is fixed or determinable and (4) collection is reasonably assured. Utilizing these criteria, revenue is recognized when the natural gas or electricity is delivered. Similarly, cost of revenues is recognized when the commodity is delivered. Revenues for natural gas and electricity sales are recognized upon delivery under the accrual method. Natural gas and electricity sales that have been delivered but not billed by period end are estimated. Accrued unbilled revenues are based on estimates of customer usage since the date of the last meter read provided by the utility. Volume estimates are based on forecasted volumes and estimated customer usage by class. Unbilled revenues are calculated by multiplying these volume estimates by the applicable rate by customer class. Estimated amounts are adjusted when actual usage is known and billed. The Company records gross receipts taxes on a gross basis in retail revenues and retail cost of revenues. During the years ended December 31, 2016 , 2015 and 2014 , the Company’s retail revenues and retail cost of revenues included gross receipts taxes of $5.3 million , $3.0 million and $3.0 million , respectively. Costs for natural gas and electricity sales are recognized as the commodity is delivered to the customer under the accrual method. Natural gas and electricity costs that have not been billed to the Company by suppliers but have been incurred by period end are estimated. The Company estimates volumes for natural gas and electricity delivered based on the forecasted revenue volumes, estimated transportation cost volumes and estimation of other costs associated with retail load that varies by commodity utility territory. These costs include items like ISO fees, ancillary services and renewable energy credits. Estimated amounts are adjusted when actual usage is known and billed. The Company’s asset optimization activities, which primarily include natural gas physical arbitrage and other short term storage and transportation opportunities, meet the definition of trading activities and are recorded on a net basis in the combined and consolidated statements of operations in net asset optimization revenues pursuant to FASB ASC Topic 815, Derivatives and Hedging . |
Natural Gas Imbalances | Natural Gas Imbalances The combined and consolidated balance sheets include natural gas imbalance receivables and payables, which primarily results when customers consume more or less gas than has been delivered by the Company to local distribution companies (“LDCs”). The settlement of natural gas imbalances varies by LDC, but typically the natural gas imbalances are settled in cash or in kind on a monthly, quarterly, semi-annual or annual basis. The imbalances are valued at an estimated net realizable value. |
Fair Value | Fair Value FASB ASC Topic 820, Fair Value Measurement , established a single authoritative definition of fair value, set out a framework for measuring fair value, and requires disclosures about fair value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The standard utilizes a fair value hierarchy that prioritizes the inputs to the valuation techniques used to measure fair value into three broad levels based on quoted prices in active market, observable market prices, and unobservable market prices. When the Company is required to measure fair value, and there is not a quoted or observable market price for a similar asset or liability, the Company utilizes the cost, income, or market valuation approach depending on the quality of information available to support management’s assumptions. |
Derivative Instruments | Derivative Instruments The Company uses derivative instruments such as futures, swaps, forwards and options to manage the commodity price risks of its business operations. All derivatives, other than those for which an exception applies, are recorded in the consolidated balance sheets at fair value. Derivative instruments representing unrealized gains are reported as derivative assets while derivative instruments representing unrealized losses are reported as derivative liabilities. The Company has elected to offset amounts in the consolidated balance sheets for derivative instruments executed with the same counterparty under a master netting arrangement. One of the exceptions to fair value accounting, normal purchases and normal sales, has been elected by the Company for certain derivative instruments when the contract satisfies certain criteria, including a requirement that physical delivery of the underlying commodity is probable and is expected to be used in normal course of business. Retail revenues and retail cost of revenues resulting from deliveries of commodities under normal purchase contracts and normal sales contracts are included in earnings at the time of contract settlement. To manage commodity price risk, the Company holds certain derivative instruments that are not held for trading purposes and are not designated as hedges for accounting purposes. However, to the extent the Company does not hold offsetting positions for such derivatives, they believe these instruments represent economic hedges that mitigate their exposure to fluctuations in commodity prices. As part of the Company’s strategy to optimize its assets and manage related commodity risks, it also manages a portfolio of commodity derivative instruments held for trading purposes. The Company uses established policies and procedures to manage the risks associated with price fluctuations in these energy commodities and uses derivative instruments to reduce risk by generally creating offsetting market positions. Changes in the fair value of and amounts realized upon settlement of derivative instruments not held for trading purposes are recognized currently in retail costs of revenues. Changes in the fair value of and amounts realized upon settlement of derivative instruments held for trading purposes are recognized currently in earnings in net asset optimization revenues. |
Income Taxes | Income Taxes The Company recognizes the amount of taxes payable or refundable for the year. In addition, the Company follows the asset and liability method of accounting for income taxes where deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been recognized in the financial statements or tax returns and operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in those years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will not be realized. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that we will realize the benefits of these deductible differences. The Company recognizes interest and penalties related to unrecognized tax benefits within the provision for income taxes on continuing operations in our consolidated statements of operations. |
Earnings per Share | Earnings per Share Basic earnings per share (“EPS”) is computed by dividing net income attributable to shareholders (the numerator) by the weighted-average number of Class A common shares outstanding for the period (the denominator). Class B common shares are not included in the calculation of basic earnings per share because they are not participating securities and have no economic interest in the Company. Diluted earnings per share is similarly calculated except that the denominator is increased (1) using the treasury stock method to determine the potential dilutive effect of the Company’s outstanding unvested restricted stock units, (2) using the if-converted method to determine the potential dilutive effect of the Company’s Class B common stock and (3) using the if-converted method to determine the potential dilutive effect of the outstanding convertible subordinated notes into the Company's Class B common stock. |
Non-controlling Interest | Non-controlling Interest As a result of the IPO, the Company acquired a 21.82% economic interest in Spark HoldCo, and is the sole managing member in Spark HoldCo, with NuDevco retaining a 78.18% economic interest in Spark HoldCo at the IPO date. As a result, the Company has consolidated the financial position and results of operations of Spark HoldCo and reflected the economic interest retained by NuDevco as a non-controlling interest. Subsequent to the IPO through December 31, 2016 , the Company and NuDevco owned the following economic interests in Spark HoldCo: The Company NuDevco Retail and Retailco (1) From the IPO to December 31, 2014 21.82% 78.18% On December 31, 2015 22.49% 77.51% On December 31, 2016 38.85% 61.15% (1) In January 2016, Retailco succeeded to the interest of NuDevco Retail Holdings of its Class B common stock and in equal number of Spark HoldCo units it held pursuant to a series of transfers. See Note 4 "Equity" for further detail. Net income attributable to non-controlling interest for the years ended December 31, 2016 and 2015 represents the net income attributable to NuDevco prior to the IPO and NuDevco’s retained interest subsequent to the IPO. The weighted average ownership percentages for the applicable reporting period are used to allocate income (loss) before income taxes to the non-controlling interest and the Company, which is then adjusted by the amount of income tax expense (benefit) attributable to each economic interest owner. |
Commitments and Contingencies | Commitments and Contingencies The Company enters into various firm purchase and sale commitments for natural gas, storage, transportation, and electricity that do not meet the definition of a derivative instrument or for which the Company has elected the normal purchase or normal sales exception. Management does not anticipate that such commitments will result in any significant gains or losses based on current market conditions. Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of the Company’s combined and consolidated financial statements requires estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and expenses during the period. Actual results could materially differ from those estimates. Significant items subject to such estimates by the Company’s management include estimates for unbilled revenues and related cost of revenues, provisions for uncollectible receivables, valuation of customer acquisition costs, estimated useful lives of property and equipment, valuation of derivatives and reserves for contingencies. |
Subsequent Events | Subsequent Events Subsequent events have been evaluated through the date these financial statements are issued. Any material subsequent events that occurred prior to such date have been properly recognized or disclosed in the combined and consolidated financial statements. |
Reclassifications | Reclassifications Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported earnings. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adopted Standards In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). The new guidance clarifies management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosure. ASU 2014-15 is effective for annual periods ending after December 15, 2016 and for annual periods and interim periods thereafter. Early adoption is permitted. The Company adopted ASU 2014-15 effective January 1, 2016, and the adoption of this standard did not have a material impact on the Company's consolidated financial statements. In November 2014, the FASB issued ASU No. 2014-16, Derivatives and Hedging ("ASU 2014-16"), which clarifies how current GAAP should be interpreted in evaluating the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. The amendments in this Update are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption, including adoption in an interim period, is permitted. The Update does not change the current criteria in GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. The Company adopted ASU 2014-16 effective January 1, 2016, and the adoption of this standard did not have a material impact on the Company's consolidated financial statements. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810) ("ASU 2015-02"). ASU 2015-02 changed the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. On January 1, 2016, we adopted ASU No. 2015-02. Upon adoption, we continued to consolidate Spark HoldCo, but considered Spark HoldCo to be a variable interest entity requiring additional disclosures in the footnotes of our consolidated financial statements. In August 2015, the FASB issued ASU No. 2015-15, Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements ("ASU 2015-15"). The amendment in ASU 2015-15 clarifies the presentation and subsequent measurement of debt issuance costs associated with lines of credit. The debt issuance cost associated with line-of-credit may be presented as an asset and amortized ratably over the term of the line of credit arrangement, regardless of whether there are outstanding borrowings on the arrangement. ASU 2015-15 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. The Company adopted ASU 2015-15 effective January 1, 2016 in conjunction with ASU 2015-03. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments ("ASU 2015-16"). ASU 2015-16 eliminates the requirement that the acquirer in a business combination account for measurement period adjustments retrospectively. Instead, the acquirer will recognize adjustments to provisional amounts identified within the measurement period in the reporting period in which those adjustments are determined. ASU 2015-16 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. The guidance is to be applied prospectively for adjustments to provisional amounts that occur after the effective date. Early adoption is permitted for financial statements that have not been issued. The Company adopted ASU 2015-16 effective January 1, 2016, and the adoption of this standard did not have a material impact on the Company's consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes ("ASU 2015-17") that is intended to simplify the presentation of deferred taxes by requiring that all deferred taxes be classified as noncurrent and presented as a single noncurrent amount for each tax-payment component of an entity. The ASU 2015-17 is effective for fiscal years beginning after December 15, 2016; however, the Company elected early adoption on January 1, 2016, on a retrospective basis. The adoption of ASU 2015-17 resulted in the reclassification of previously-classified net current deferred taxes of approximately $0.9 million from other current liabilities, resulting in a $23.4 million noncurrent deferred tax asset and a $0.9 million noncurrent deferred tax liability on the Company’s consolidated balance sheet at December 31, 2015 . There was no impact to our consolidated statements of operations for the year ended December 31, 2016 . Standards Being Evaluated/Standards Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02") . ASU 2016-02 amends existing accounting standard for lease accounting by requiring entities to include substantially all leases on the balance sheet by requiring the recognition of right-of-use assets and lease liabilities for all leases. Entities may elect to not recognize leases with a maximum possible term of less than 12 months. For lessees, a lease is classified as finance or operating and the asset and liability are initially measured at the present value of the lease payments. For lessors, accounting for leases is largely unchanged from previous guidance. ASU 2016-02 also requires qualitative disclosures along with certain specific quantitative disclosures for both lessees and lessors. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, with early adoption permitted, and is effective for interim periods in the year of adoption. The ASU should be applied using a modified retrospective approach, which requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 requires entities to use a current expected credit loss ("CECL") model, which is a new impairment model based on expected losses rather than incurred losses. The model requires financial assets measured at amortized cost be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis. The income statement reflects the measurement of credit losses for newly recognized financial assets, as well as the expected credit losses during the period. The measurement of expected losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This guidance is effective for interim and annual reporting periods beginning after December 15, 2019, with early adoption permitted for annual reporting periods beginning after December 15, 2018. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15") . ASU 2016-15 provides guidance on the presentation and classification of eight specific cash flow issues in the statement of cash flows. Those issues are cash payment for debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instrument or other debt instrument with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; cash proceeds from the settlement of insurance claims, cash received from settlement of corporate-owned life insurance policies; distribution received from equity method investees; beneficial interest in securitization transactions; and classification of cash receipts and payments that have aspects of more than one class of cash flows. The guidance is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted. This ASU should be applied using a retrospective transition method for each period presented. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory (“ASU 2016-16”). ASU 2016-16 requires immediate recognition of the current and deferred income tax consequences of intercompany asset transfers other than inventory. Current U.S. GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. This guidance is effective for annual and interim reporting periods of public entities beginning after December 15, 2017, with early adoption permitted as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued or made available for issuance. This ASU should be applied using a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements. In October 2016, the FASB issued ASU No. 2016-17, Consolidation (Topic 810): Interests Held through Related Parties that Are under Common Control ("ASU 2016-17"). ASU 2016-17 amends the consolidation guidance on how a reporting entity that is the single decision maker of a variable interest entity (VIE) should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. Under ASU 2016-17, a single decision maker of a VIE is required to consider indirect economic interests in the entity held through related parties on a proportionate basis when determining whether it is the primary beneficiary of that VIE. If a single decision maker and its related party are under common control, the single decision maker is required to consider indirect interests in the entity held through those related parties to be the equivalent of direct interests in their entirety. The amendments are effective for public business entities for fiscal years beginning after December 15, 2016 (the Company's first quarter of fiscal 2017), including interim periods within those fiscal years. Early adoption is permitted. The standard may be applied retrospectively or through a cumulative effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash ("ASU 2016-18"). ASU 2016-18 is intended to add and clarify guidance on the classification and presentation of restricted cash on the statement of cash flows. ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business ("ASU 2017-01"). ASU 2017-01 clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting, including acquisitions, disposals, goodwill, and consolidation. ASU 2017-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those periods, and the amendments should be applied prospectively on or after the effective date. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-03, Accounting Changes and Error Corrections (Topic 250) and Investments - Equity Method and Joint Ventures (Topic 323) ("ASU 2017-03"). ASU 2017-03 offers amendments to SEC paragraphs pursuant to staff announcements at the September 22, 2016 and November 17, 2016 EITF meetings for clarification purposes. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the amendments in this update, an entity should perform its annual or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. ASU 2017-04 should be applied on a prospective basis and is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements. |
Formation and Organization (Tab
Formation and Organization (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Common Stock Outstanding | At the consummation of the IPO, the Company's outstanding common stock is summarized in the table below: Shares of common stock Number Percent Voting Interest Publicly held Class A common stock 3,000,000 21.82 % Class B common stock held by NuDevco 10,750,000 78.18 % Total 13,750,000 100.00 % |
Basis of Presentation and Sum27
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Ownership Interests Percentage | Subsequent to the IPO through December 31, 2016 , the Company and NuDevco owned the following economic interests in Spark HoldCo: The Company NuDevco Retail and Retailco (1) From the IPO to December 31, 2014 21.82% 78.18% On December 31, 2015 22.49% 77.51% On December 31, 2016 38.85% 61.15% (1) In January 2016, Retailco succeeded to the interest of NuDevco Retail Holdings of its Class B common stock and in equal number of Spark HoldCo units it held pursuant to a series of transfers. The Company and NuDevco Retail and Retailco owned the following economic interests in Spark HoldCo at December 31, 2015 and December 31, 2016 , respectively. Non-controlling Interest Economic Interest The Company NuDevco Retail and Retailco (1) December 31, 2015 22.49 % 77.51 % December 31, 2016 38.85 % 61.15 % (1) In January 2016, Retailco succeeded to the interest of NuDevco Retail Holdings of its Class B common stock and in equal number of Spark HoldCo units it held pursuant to a series of transfers. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | NG&E acquired the Major Energy Companies on April 15, 2016 and the fair value of the net assets acquired were as follows (in thousands): Reported as of September 30, 2016 Q4 2016 Adjustments (1) Final as of December 31, 2016 Cash 17,368 — $ 17,368 Property and equipment 14 — 14 Intangible assets - customer relationships & non-compete agreements 24,271 — 24,271 Other assets - trademarks 4,973 — 4,973 Non-current deferred tax assets 1,042 — 1,042 Goodwill 35,137 (409 ) 34,728 Net working capital, net of cash acquired (6,345 ) (401 ) (6,746 ) Fair value of derivative liabilities (7,260 ) — (7,260 ) Total 69,200 (810 ) 68,390 (1) Changes to the purchase price allocation in the fourth quarter of 2016 related to estimated working capital adjustments per the purchase agreement between NG&E and the Major Energy Companies as of December 31, 2016 and an adjustment to goodwill related to contingent consideration payable to NG&E. Accordingly, the assets acquired and liabilities assumed were based on their historical values as of July 31, 2015 as follows (in thousands): Final as of December 31, 2015 Cash $ 271 Net working capital, net of cash acquired 1,831 Property and equipment 38 Intangible assets - customer relationships 7,824 Intangible assets - trademark 602 Goodwill 11,983 Fair value of derivative liabilities (819 ) Total $ 21,730 The allocation of the purchase consideration is as follows (in thousands): Reported as of September 30, 2016 Q4 2016 Adjustments (1) Final as of December 31, 2016 Cash $ 51 $ 380 $ 431 Net working capital, net of cash acquired 1,229 (417 ) 812 Intangible assets - customer relationships and non-compete agreements 24,417 — 24,417 Intangible assets - trademark 529 — 529 Goodwill 26,040 — 26,040 Fair value of derivative liabilities (18,163 ) — (18,163 ) Total 34,103 (37 ) 34,066 (1) Changes to the purchase price allocation in the fourth quarter of 2016 were due to the settlement of final working capital balances per the purchase agreement. The allocation of the purchase consideration is as follows (in thousands): Final as of December 31, 2015 Cash $ 371 Net working capital, net of cash acquired 8,819 Property and equipment 52 Intangible assets - customer relationships 5,494 Intangible assets - trademark 651 Goodwill 6,396 Deferred tax liability (191 ) Fair value of derivative liabilities (3,475 ) Total $ 18,117 |
Combination of Entities under Common Control, Pro Forma Information | The following unaudited pro forma revenue and earnings summary presents consolidated information of the Company as if the acquisition had occurred on January 1, 2015 (in thousands): Year Ended December 31, 2016 2015 Revenue $603,673 $547,381 Earnings $15,776 $15,460 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following amounts as of (in thousands): Estimated December 31, 2016 December 31, 2015 Information technology 2 – 5 $ 29,675 $ 27,392 Leasehold improvements 2 – 5 4,568 4,568 Furniture and fixtures 2 – 5 1,024 1,007 Total 35,267 32,967 Accumulated depreciation (30,561 ) (28,491 ) Property and equipment—net $ 4,706 $ 4,476 |
Goodwill, Customer Relationsh30
Goodwill, Customer Relationships and Trademarks (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Intangible Assets | Goodwill, customer relationships and trademarks consist of the following amounts as of (in thousands): December 31, 2016 December 31, 2015 Goodwill $ 79,147 $ 18,379 Customer Relationships — Acquired (1) Cost 63,571 14,883 Accumulated amortization (31,660 ) (4,503 ) Customer Relationships —Acquired, net $ 31,911 $ 10,380 Customer Relationships — Other (2) Cost 4,320 4,320 Accumulated amortization (2,708 ) (1,271 ) Customer Relationships —Other, net $ 1,612 $ 3,049 Trademarks (3) Cost 6,770 1,268 Accumulated amortization (431 ) (74 ) Trademarks, net $ 6,339 $ 1,194 (1) Customer relationships—Acquired represent those customer acquisitions accounted for under the acquisition method in accordance with ASC 805. See Note 3 "Acquisitions" for further discussion. (2) Customer relationships—Other represent portfolios of customer contracts not accounted for in accordance with ASC 805 as these acquisitions were not in conjunction with the acquisition of businesses. See Note 15 "Customer Acquisitions" for further discussion. (3) Trademarks reflect values associated with the recognition and positive reputation of acquired businesses accounted for as part of the acquisition method in accordance with ASC 805 through the acquisitions of CenStar, Oasis, the Provider Companies and the Major Energy Companies. These trademarks are recorded as other assets in the consolidated balance sheets. See Note 3 "Acquisitions" for further discussion. Changes in goodwill, customer relationships and trademarks consisted of the following (in thousands): Goodwill Customer Relationships— Acquired & Non-Compete Agreements Customer Relationships — Other Trademarks Balance at December 31, 2013 $ — $ — $ — $ — Additions — — 1,589 — Amortization expense — — (88 ) — Balance at December 31, 2014 $ — $ — $ 1,501 $ — Additions $ — $ — $ 2,731 $ — Acquisition of CenStar 6,396 5,494 — 651 Acquisition of Oasis 11,983 9,389 — 617 Amortization expense — (4,503 ) (1,183 ) (74 ) Balance at December 31, 2015 $ 18,379 $ 10,380 $ 3,049 $ 1,194 Additions $ — $ — $ — $ — Acquisition of Provider Companies 26,040 24,417 — 529 Acquisition of Major Energy Companies 34,728 24,271 — 4,973 Amortization expense — (27,157 ) (1,437 ) (357 ) Balance at December 31, 2016 $ 79,147 $ 31,911 $ 1,612 $ 6,339 |
Estimated Future Amortization Expense of Intangible Assets | Estimated future amortization expense for customer relationships and trademarks at December 31, 2016 is as follows (in thousands): Year Ending December 31, 2017 $ 12,913 2018 10,337 2019 5,892 2020 2,894 2021 2,592 > 5 years 5,234 Total $ 39,862 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consists of the following amounts as of (in thousands): December 31, 2016 December 31, 2015 Current portion of Senior Credit Facility—Working Capital Line (1) (2) $ 29,000 $ 22,500 Current portion of Senior Credit Facility—Acquisition Line (2) 22,287 5,306 Current portion of Note Payable - Pacific Summit Energy 15,501 — Convertible subordinated notes to affiliate 6,582 — Total current debt 73,370 27,806 Long-term portion of Senior Credit Facility—Acquisition Line (1) — 14,592 Subordinated Debt 5,000 — Convertible subordinated notes to affiliate — 6,339 Total long-term debt 5,000 20,931 Total debt $ 78,370 $ 48,737 (1) As of December 31, 2016 and 2015 , the Company had $29.6 million and $21.5 million in letters of credit issued, respectively. (2) As of December 31, 2016 and 2015 , the weighted average interest rate on the current portion of our Senior Credit Facility was 4.93% and 3.90% , respectively. (3) On October 5, 2016, RAC issued to the Company an irrevocable commitment to convert the CenStar Note and the Oasis Note into shares of Class B common stock on January 8, 2017 and January 31, 2017, respectively. RAC assigned the CenStar Note and Oasis Note to Retailco on January 4, 2017, and on January 8, 2017 and January 31, 2017, the CenStar Note and Oasis Note were converted into 134,731 and 383,090 shares of Class B common stock, respectively. |
Components of Interest Expense | Interest expense consists of the following components for the periods indicated (in thousands): Years Ended December 31, 2016 2015 2014 Interest incurred on Senior Credit Facility (1) $ 1,730 $ 1,144 $ 418 Accretion related to Earnouts (2) 5,059 — — Commitment fees 180 160 144 Letters of credit fees 704 357 385 Amortization of deferred financing costs (3) 668 412 631 Interest incurred on convertible subordinated notes to affiliate (4) 518 207 — Interest expense $ 8,859 $ 2,280 $ 1,578 (1) Includes interest expense attributed to other revolving credit facilities prior to the IPO. (2) Includes accretion related to the Provider Earnout of $0.1 million and the Major Earnout of $4.9 million for the year ended December 31, 2016. (3) Write offs of deferred financing costs included in the above amortization were $0.1 million in connection with the amended and restated Senior Credit Facility on July 8, 2015, $0.3 million upon extinguishment of the Seventh Amended Credit Facility and $0.1 million in connection with the execution of the Seventh Amended Credit Facility for the years ended December 31, 2015 and 2014 , respectively. (4) Includes amortization of the discount on the convertible subordinated notes to affiliates of $0.2 million and less than $0.1 million for the years ended December 31, 2016 and 2015 . |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | The following tables present reconciliations of liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2016 and 2015 , respectively. CenStar Earnout Major Earnout and Stock Earnout Provider Earnout Total December 31, 2014 $ — $ — $ — $ — Purchase price contingent consideration 500 — — 500 Fair value at December 31, 2015 $ 500 $ — $ — $ 500 Purchase price contingent consideration $ — $ 13,910 $ 4,823 $ 18,733 Change in fair value of contingent consideration, net 843 (1,140 ) — (297 ) Accretion of contingent earnout consideration (included within interest expense) — 4,990 69 5,059 Settlements (1) (1,343 ) — — (1,343 ) Fair value at December 31, 2016 $ — $ 17,760 $ 4,892 $ 22,652 (1) Settlements include pay downs at maturity |
Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables present assets and liabilities measured and recorded at fair value in the Company’s combined and consolidated balance sheets on a recurring basis by and their level within the fair value hierarchy as of (in thousands): Level 1 Level 2 Level 3 Total December 31, 2016 Non-trading commodity derivative assets $ 1,511 $ 9,385 $ — $ 10,896 Trading commodity derivative assets 101 430 — 531 Total commodity derivative assets $ 1,612 $ 9,815 $ — $ 11,427 Non-trading commodity derivative liabilities $ — $ (661 ) $ — $ (661 ) Trading commodity derivative liabilities — (87 ) — (87 ) Total commodity derivative liabilities $ — $ (748 ) $ — $ (748 ) Contingent payment arrangement $ — $ — $ (22,652 ) $ (22,652 ) Level 1 Level 2 Level 3 Total December 31, 2015 Non-trading commodity derivative assets $ — $ 200 $ — $ 200 Trading commodity derivative assets — 405 — 405 Total commodity derivative assets $ — $ 605 $ — $ 605 Non-trading commodity derivative liabilities $ (3,324 ) $ (7,661 ) $ — $ (10,985 ) Trading commodity derivative liabilities — (253 ) — (253 ) Total commodity derivative liabilities $ (3,324 ) $ (7,914 ) $ — $ (11,238 ) Contingent payment arrangement $ — $ — $ (500 ) $ (500 ) |
Accounting for Derivative Ins33
Accounting for Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Volumetric Underlying Derivative Transactions | The following table summarizes the net notional volume buy/(sell) of the Company’s open derivative financial instruments accounted for at fair value, broken out by commodity, as of (in thousands): Non-trading Commodity Notional December 31, 2016 December 31, 2015 Natural Gas MMBtu 8,016 7,543 Natural Gas Basis MMBtu — 455 Electricity MWh 3,958 1,187 Trading Commodity Notional December 31, 2016 December 31, 2015 Natural Gas MMBtu (953 ) 8 Natural Gas Basis MMBtu (380 ) (455 ) |
Gains (Losses) on Derivative Instruments | Gains (losses) on derivative instruments, net and current period settlements on derivative instruments were as follows for the periods indicated (in thousands): Year Ended December 31, 2016 2015 2014 Gain (loss) on non-trading derivatives, net 22,254 (18,423 ) (8,713 ) Gain (loss) on trading derivatives, net (including gain on trading derivatives—affiliates, net of $0, $0 and $203 for the years ended December 31, 2016, 2015 and 2014, respectively) 153 (74 ) (5,822 ) Gain (loss) on derivatives, net $ 22,407 $ (18,497 ) $ (14,535 ) Current period settlements on non-trading derivatives (1) (2) (2,284 ) 20,279 (6,289 ) Current period settlements on trading derivatives (including current period settlements on trading derivatives—affiliates, net of $0, $0 and $315 for the years ended December 31, 2016, 2015 and 2014, respectively) 138 268 2,810 Total current period settlements on derivatives (1) (2) $ (2,146 ) $ 20,547 $ (3,479 ) (1) Excludes settlements of $1.0 million and $3.4 million , respectively, for the years ended December 31, 2016 and 2015 , respectively related to non-trading derivative liabilities assumed in the acquisitions of CenStar and Oasis. (2) Excludes settlements of $25.6 million for the year ended December 31, 2016 related to non-trading derivative liabilities assumed in the acquisitions of Provider Companies and Major Energy Companies. |
Offsetting Assets | December 31, 2015 Description Gross Assets Gross Net Assets Cash Net Amount Non-trading commodity derivatives $ 589 $ (389 ) $ 200 $ — $ 200 Trading commodity derivatives 411 (6 ) 405 — 405 Total Current Derivative Assets 1,000 (395 ) 605 — 605 Non-trading commodity derivatives — — — — — Total Non-current Derivative Assets — — — — — Total Derivative Assets $ 1,000 $ (395 ) $ 605 $ — $ 605 The following tables summarize the fair value and offsetting amounts of the Company’s derivative instruments by counterparty and collateral received or paid as of (in thousands): December 31, 2016 Description Gross Assets Gross Net Assets Cash Net Amount Non-trading commodity derivatives $ 19,657 $ (11,844 ) $ 7,813 $ — $ 7,813 Trading commodity derivatives 614 (83 ) 531 — 531 Total Current Derivative Assets 20,271 (11,927 ) 8,344 — 8,344 Non-trading commodity derivatives 7,874 (4,791 ) 3,083 — 3,083 Total Non-current Derivative Assets 7,874 (4,791 ) 3,083 — 3,083 Total Derivative Assets $ 28,145 $ (16,718 ) $ 11,427 $ — $ 11,427 |
Offsetting Liabilities | December 31, 2016 Description Gross Gross Net Cash Net Amount Non-trading commodity derivatives $ (662 ) $ 69 $ (593 ) $ (593 ) Trading commodity derivatives (92 ) 5 (87 ) — (87 ) Total Current Derivative Liabilities (754 ) 74 (680 ) — (680 ) Non-trading commodity derivatives (305 ) 237 (68 ) — (68 ) Total Non-current Derivative Liabilities (305 ) 237 (68 ) — (68 ) Total Derivative Liabilities $ (1,059 ) $ 311 $ (748 ) $ — $ (748 ) December 31, 2015 Description Gross Gross Net Cash Net Amount Non-trading commodity derivatives $ (13,618 ) $ 3,151 $ (10,467 ) $ 100 $ (10,367 ) Trading commodity derivatives (320 ) 67 (253 ) — (253 ) Total Current Derivative Liabilities (13,938 ) 3,218 (10,720 ) 100 (10,620 ) Non-trading commodity derivatives (950 ) 332 (618 ) — (618 ) Total Non-current Derivative Liabilities (950 ) 332 (618 ) — (618 ) Total Derivative Liabilities $ (14,888 ) $ 3,550 $ (11,338 ) $ 100 $ (11,238 ) |
Accumulated Other Comprehensive Income | December 31, 2015 Description Gross Gross Net Cash Net Amount Non-trading commodity derivatives $ (13,618 ) $ 3,151 $ (10,467 ) $ 100 $ (10,367 ) Trading commodity derivatives (320 ) 67 (253 ) — (253 ) Total Current Derivative Liabilities (13,938 ) 3,218 (10,720 ) 100 (10,620 ) Non-trading commodity derivatives (950 ) 332 (618 ) — (618 ) Total Non-current Derivative Liabilities (950 ) 332 (618 ) — (618 ) Total Derivative Liabilities $ (14,888 ) $ 3,550 $ (11,338 ) $ 100 $ (11,238 ) |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of Sale of Stock by Subsidiary or Equity Method Investee Disclosure | Subsequent to the IPO through December 31, 2016 , the Company and NuDevco owned the following economic interests in Spark HoldCo: The Company NuDevco Retail and Retailco (1) From the IPO to December 31, 2014 21.82% 78.18% On December 31, 2015 22.49% 77.51% On December 31, 2016 38.85% 61.15% (1) In January 2016, Retailco succeeded to the interest of NuDevco Retail Holdings of its Class B common stock and in equal number of Spark HoldCo units it held pursuant to a series of transfers. The Company and NuDevco Retail and Retailco owned the following economic interests in Spark HoldCo at December 31, 2015 and December 31, 2016 , respectively. Non-controlling Interest Economic Interest The Company NuDevco Retail and Retailco (1) December 31, 2015 22.49 % 77.51 % December 31, 2016 38.85 % 61.15 % (1) In January 2016, Retailco succeeded to the interest of NuDevco Retail Holdings of its Class B common stock and in equal number of Spark HoldCo units it held pursuant to a series of transfers. |
Schedule of Noncontrolling Interest | The following table summarizes the portion of net income and income tax expense (benefit) attributable to non-controlling interest (in thousands): 2016 2015 Net income allocated to non-controlling interest $ 52,300 $ 21,779 Income tax expense (benefit) allocated to non-controlling interest 1,071 (331 ) Net income attributable to non-controlling interest $ 51,229 $ 22,110 |
Computation of Earnings Per Share | The following table presents the computation of earnings per share for the years ended December 31, 2016 and 2015 (in thousands, except per share data): Year Ended December 31, 2016 2015 Net income attributable to stockholders of Class A common stock $ 14,444 $ 3,865 Basic weighted average Class A common shares outstanding 5,701 3,064 Basic EPS attributable to stockholders $ 2.53 $ 1.26 Net income attributable to stockholders of Class A common stock $ 14,444 $ 3,865 Effect of conversion of Class B common stock to shares of Class A common stock — — Effect of conversion of convertible subordinated notes into shares of Class B common stock and shares of Class B common stock into shares of Class A common stock (310 ) (334 ) Diluted net income attributable to stockholders of Class A common stock $ 14,134 $ 3,531 Basic weighted average Class A common shares outstanding 5,701 3,064 Effect of dilutive Class B common stock — — Effect of dilutive convertible subordinated notes into shares of Class B common stock and shares of Class B common stock into shares of Class A common stock 505 210 Effect of dilutive restricted stock units 139 53 Diluted weighted average shares outstanding 6,345 3,327 Diluted EPS attributable to stockholders $ 2.23 $ 1.06 |
Schedule of Variable Interest Entities | The following table includes the carrying amounts and classification of the assets and liabilities of Spark HoldCo that are included in the Company's consolidated balance sheet as of December 31, 2016 (in thousands): December 31, 2016 Assets Current assets: Cash and cash equivalents $ 18,945 Accounts receivable 112,491 Other current assets 65,866 Total current assets 197,302 Non-current assets: Goodwill 79,147 Other assets 43,991 Total non-current assets 123,138 Total Assets $ 320,440 Liabilities Current liabilities: Accounts Payable and Accrued Liabilities 88,547 Intercompany payable with Spark Energy, Inc. (3,399 ) Current portion of Senior Credit Facility 51,287 Contingent consideration 11,827 Convertible subordinated notes to affiliates 6,582 Other current liabilities 9,932 Total current liabilities 164,776 Long-term liabilities: Subordinated debt—affiliate 5,000 Contingent consideration 10,826 Other long-term liabilities 68 Total long-term liabilities 15,894 Total Liabilities $ 180,670 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | The following table summarizes equity classified restricted stock unit activity and unvested restricted stock units for the year ended December 31, 2016 : Number of Shares (in thousands) Weighted Average Grant Date Fair Value Unvested at December 31, 2015 285 $ 16.33 Granted 153 29.77 Dividend reinvestment issuances 13 26.84 Vested (115 ) 27.66 Forfeited (73 ) 18.47 Unvested at December 31, 2016 263 $ 19.13 |
Restricted Stock Units, Liability Awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity | The following table summarizes liability classified restricted stock unit activity and unvested restricted stock units for the year ended December 31, 2016 : Number of Shares (in thousands) Weighted Average Reporting Date Fair Value Unvested at December 31, 2015 100 $ 20.72 Granted 106 30.30 Dividend reinvestment issuances 7 30.30 Vested (82 ) 27.18 Forfeited (5 ) 30.30 Unvested at December 31, 2016 126 $ 30.30 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Provision (Benefit) for Income Taxes | The provision (benefit) for income taxes included the following components: (in thousands) 2016 2015 2014 Current: Federal $ 5,361 $ 268 $ — State 1,683 (277 ) 173 Total Current 7,044 (9 ) 173 Deferred: Federal 2,944 1,820 (957 ) State 438 163 (107 ) Total Deferred 3,382 1,983 (1,064 ) Provision (benefit) for income taxes $ 10,426 $ 1,974 $ (891 ) |
Schedule of Reconciliation of Income Tax Benefit | The following table reconciles the income tax benefit included in the combined and consolidated statement of operations with income tax expense that would result from application of the statutory federal tax rate, 35% and 34% for the years ended December 31, 2016 and 2015, respectively, to loss before income tax expense (benefit): (in thousands) 2016 2015 Expected provision at federal statutory rate $ 26,635 $ 9,503 Increase (decrease) resulting from: Non-controlling interest (17,740 ) (7,356 ) State income taxes, net of federal income tax effect 1,346 (222 ) Other 185 49 Provision for income taxes $ 10,426 $ 1,974 |
Schedule of Deferred Tax Assets | The components of the Company’s deferred tax assets as of December 31, 2016 and 2015 are as follows: (in thousands) 2016 2015 Deferred Tax Assets: Investment in Spark HoldCo $ 35,359 $ 14,901 Benefit of TRA Liability 19,705 7,876 Other (17 ) 2 Total deferred tax assets 55,047 22,779 Deferred Tax Liabilities: Derivative liabilities (1,849 ) (613 ) Intangibles (1,519 ) (1,400 ) Property and equipment (10 ) (18 ) Federal net operating loss carryforward 2,076 1,488 State net operating loss carryforward 366 290 Other (2 ) 1 Total deferred tax liabilities (938 ) (252 ) Total deferred tax assets/liabilities $ 54,109 $ 22,527 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Reconciliation of Retail Gross Margin to (Loss) Income Before Income Tax Expense | Below is a reconciliation of retail gross margin to income before income tax expense (in thousands). Years Ended December 31, (in thousands) 2016 2015 2014 Reconciliation of Retail Gross Margin to Income before taxes Income before income tax expense $ 76,099 $ 27,949 $ (5,156 ) Interest and other income (957 ) (324 ) (263 ) Interest expense 8,859 2,280 1,578 Operating Income 84,001 29,905 (3,841 ) Depreciation and amortization 32,788 25,378 22,221 General and administrative 84,964 61,682 45,880 Less: Net asset optimization (expenses) revenue (586 ) 1,494 2,318 Net, Gain (losses) on non-trading derivative instruments 22,254 (18,423 ) (8,713 ) Net, Cash settlements on non-trading derivative instruments (2,284 ) 20,279 (6,289 ) Retail Gross Margin $ 182,369 $ 113,615 $ 76,944 |
Schedule of Financial Data for Business Segments | Financial data for business segments are as follows (in thousands): Year Ended December 31, 2016 Retail Retail Corporate Eliminations Spark Retail Total Revenues $ 417,229 $ 129,468 $ — $ — $ 546,697 Retail cost of revenues 286,795 58,149 — — 344,944 Less: Net asset optimization revenues — (586 ) — — (586 ) Net, Gains (losses) on non-trading derivative instruments 17,187 5,067 — — 22,254 Current period settlements on non-trading derivatives (4,889 ) 2,605 — — (2,284 ) Retail gross margin $ 118,136 $ 64,233 $ — $ — $ 182,369 Total Assets $ 577,695 $ 242,739 $ 169,404 $ (613,670 ) $ 376,168 Goodwill $ 76,617 $ 2,530 $ — $ — $ 79,147 Year Ended December 31, 2015 Retail Retail Corporate Eliminations Spark Retail Total Revenues $ 229,490 $ 128,663 $ — $ — $ 358,153 Retail cost of revenues 170,684 70,504 — — 241,188 Less: Net asset optimization revenues — 1,494 — — 1,494 Net, Gains (losses) on non-trading derivative instruments (13,348 ) (5,075 ) — — (18,423 ) Current period settlements on non-trading derivatives 11,899 8,380 — — 20,279 Retail gross margin $ 60,255 $ 53,360 $ — $ — $ 113,615 Total Assets $ 150,245 $ 113,583 $ 88,823 $ (190,417 ) $ 162,234 Goodwill $ 16,476 $ 1,903 $ — $ — $ 18,379 Year Ended December 31, 2014 Retail Retail Corporate Eliminations Spark Retail Total Revenues $ 176,406 $ 146,470 $ — $ — $ 322,876 Retail cost of revenues 149,452 109,164 — — 258,616 Less: Net asset optimization revenues — 2,318 — — 2,318 Net, Gains (losses) on non-trading derivative instruments (518 ) (8,195 ) — — (8,713 ) Current period settlements on non-trading derivatives (5,145 ) (1,144 ) — — (6,289 ) Retail gross margin $ 32,617 $ 44,327 $ — $ — $ 76,944 Total Assets $ 46,848 $ 101,711 $ 27,285 $ (37,447 ) $ 138,397 |
Formation and Organization - Or
Formation and Organization - Organization (Details) - $ / shares | Aug. 01, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 31, 2015 | Jul. 08, 2015 | May 29, 2014 | Apr. 22, 2014 |
Class of Stock [Line Items] | |||||||
Percent of stock offered | 21.82% | ||||||
Common Class B | |||||||
Class of Stock [Line Items] | |||||||
Percent of stock offered | 78.18% | ||||||
Common stock, shares | 10,750,000 | ||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |
Common Class A | |||||||
Class of Stock [Line Items] | |||||||
Percent of stock offered | 21.82% | ||||||
Common stock, shares | 3,000,000 | ||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Common Class A | IPO | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares | 3,000,000 | ||||||
Common stock, par value (in dollars per share) | $ 0.01 | ||||||
NuDevco Retail Holdings | Common Class B | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares to be issued | 10,612,500 | ||||||
NuDevco Retail Holdings | Common Class A | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares to be issued | 2,778 | ||||||
Spark HoldCo | Common Class A | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares to be issued | 2,997,222 | ||||||
NuDevco Retail Holdings | Common Class B | |||||||
Class of Stock [Line Items] | |||||||
Common stock, shares | 10,612,500 | ||||||
NuDevco Retail Holdings | Spark HoldCo | |||||||
Class of Stock [Line Items] | |||||||
Percent of stock offered | 77.18% | ||||||
NuDevco Retail Holdings | Spark Energy, Inc | |||||||
Class of Stock [Line Items] | |||||||
Percent of stock offered | 21.82% | ||||||
NuDevco Retail Holdings | Spark Energy, Inc | Common Class A | |||||||
Class of Stock [Line Items] | |||||||
Percent of stock offered | 21.82% | ||||||
NuDevco Retail | Spark HoldCo | |||||||
Class of Stock [Line Items] | |||||||
Percent of stock offered | 1.00% | 1.00% |
Formation and Organization - In
Formation and Organization - Initial Public Offering of Spark Energy, Inc. (Details) - USD ($) | Aug. 01, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 23, 2016 | Aug. 01, 2016 | Jul. 31, 2015 | Jul. 08, 2015 | May 29, 2014 | Apr. 22, 2014 | ||
Class of Stock [Line Items] | ||||||||||||
Percent of stock offered | 21.82% | |||||||||||
Net proceeds from the offering | $ 47,600,000 | |||||||||||
Payment of note payable to NuDevco | $ 0 | [1] | $ 0 | [2] | $ 50,000 | |||||||
Offering costs | $ 2,700,000 | $ 0 | [1] | $ 0 | [2] | $ 2,667,000 | ||||||
Spark Energy, Inc | NuDevco Retail Holdings | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Percent of stock offered | 21.82% | |||||||||||
Payment of note payable to NuDevco | $ 50,000 | |||||||||||
Common Class A | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, shares | 3,000,000 | |||||||||||
Percent of stock offered | 21.82% | |||||||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Common Class A | Spark Energy, Inc | NuDevco Retail Holdings | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Percent of stock offered | 21.82% | |||||||||||
Common Class B | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, shares | 10,750,000 | |||||||||||
Common stock, price per share (in dollars per share) | $ 20 | $ 20 | ||||||||||
Percent of stock offered | 78.18% | |||||||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Common Class B | NuDevco Retail Holdings | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, shares | 10,612,500 | |||||||||||
Common Class B | NuDevco Retail | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, shares | 137,500 | |||||||||||
IPO | Common Class A | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, shares | 3,000,000 | |||||||||||
Common stock, price per share (in dollars per share) | $ 18 | |||||||||||
Common stock, par value (in dollars per share) | $ 0.01 | |||||||||||
[1] | Financial information has been recast to include results attributable to the acquisition of the Major Energy Companies from an affiliate on August 23, 2016. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions," respectively, for further discussion. | |||||||||||
[2] | Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC by an affiliate on May 12, 2015. See Notes 2 "Basis of Presentation and Summary of Significant Accounting Policies" for further discussion. |
Formation and Organization - Co
Formation and Organization - Common Stock Outstanding (Details) | Aug. 01, 2014shares |
Class of Stock [Line Items] | |
Shares of common stock, Percent Voting Interest | 21.82% |
Publicly held Class A common stock | |
Class of Stock [Line Items] | |
Shares of common stock, Number | 3,000,000 |
Shares of common stock, Percent Voting Interest | 21.82% |
Class B common stock held by NuDevco | |
Class of Stock [Line Items] | |
Shares of common stock, Number | 10,750,000 |
Shares of common stock, Percent Voting Interest | 78.18% |
Total | |
Class of Stock [Line Items] | |
Shares of common stock, Number | 13,750,000 |
Shares of common stock, Percent Voting Interest | 100.00% |
Formation and Organization - Ex
Formation and Organization - Exchange and Registration Rights (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Common Class A | |
Class of Stock [Line Items] | |
Common stock, exchange ratio | 1 |
Formation and Organization - Ta
Formation and Organization - Tax Receivable Agreement (Details) - $ / shares | Aug. 01, 2014 | Dec. 31, 2016 |
NuDevco Retail Holdings | Common Class B | ||
Class of Stock [Line Items] | ||
Common stock, shares to be issued | 10,612,500 | |
NuDevco Retail Holdings and NuDevco Retail | ||
Class of Stock [Line Items] | ||
Tax receivable agreement, target dividend (in dollars per share) | $ 0.3625 | |
Tax receivable agreement, coverage percentage | 130.00% |
Formation and Organization - Ot
Formation and Organization - Other Transactions in Connection with the Consummation of the IPO (Details) | Aug. 01, 2014USD ($)shares | Sep. 30, 2016 | Dec. 31, 2016USD ($) | May 29, 2014 |
Class of Stock [Line Items] | ||||
Percent of stock offered | 21.82% | |||
Common Class A | ||||
Class of Stock [Line Items] | ||||
Percent of stock offered | 21.82% | |||
Common stock voting rights ratio | 1 | |||
Common Class B | ||||
Class of Stock [Line Items] | ||||
Percent of stock offered | 78.18% | |||
Common stock voting rights ratio | 1 | 1 | ||
Spark Energy, Inc | ||||
Class of Stock [Line Items] | ||||
Line of credit facility, outstanding | $ | $ 10,000,000 | |||
Repayments of debt | $ | $ 10,000,000 | |||
NuDevco Retail Holdings | Common Class A | ||||
Class of Stock [Line Items] | ||||
Common stock, shares to be issued | shares | 2,778 | |||
NuDevco Retail Holdings | Common Class B | ||||
Class of Stock [Line Items] | ||||
Common stock, shares to be issued | shares | 10,612,500 | |||
NuDevco Retail | ||||
Class of Stock [Line Items] | ||||
Ownership percentage transferred to affiliate | 1.00% | |||
NuDevco Retail | Common Class B | ||||
Class of Stock [Line Items] | ||||
Common stock, shares to be issued | shares | 137,500 | |||
Spark HoldCo | Common Class A | ||||
Class of Stock [Line Items] | ||||
Common stock, shares to be issued | shares | 2,997,222 | |||
Affiliated Entity | ||||
Class of Stock [Line Items] | ||||
Line of credit facility, outstanding | $ | $ 29,000,000 | |||
Spark Energy, Inc | Spark HoldCo | ||||
Class of Stock [Line Items] | ||||
Percent of stock offered | 21.82% | |||
NuDevco Retail | Spark HoldCo | ||||
Class of Stock [Line Items] | ||||
Percent of stock offered | 1.00% | 1.00% | ||
Spark HoldCo | NuDevco Retail Holdings | ||||
Class of Stock [Line Items] | ||||
Investment in affiliate transferred | $ | $ 50,000 | $ 50,000 |
Basis of Presentation and Sum44
Basis of Presentation and Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||||
Allowance for doubtful accounts | $ 2,300 | $ 1,900 | |||
Bad debt expense | $ 1,261 | [1] | $ 7,908 | [2] | $ 10,164 |
[1] | Financial information has been recast to include results attributable to the acquisition of the Major Energy Companies from an affiliate on August 23, 2016. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions," respectively, for further discussion. | ||||
[2] | Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC by an affiliate on May 12, 2015. See Notes 2 "Basis of Presentation and Summary of Significant Accounting Policies" for further discussion. |
Basis of Presentation and Sum45
Basis of Presentation and Summary of Significant Accounting Policies - Inventory (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Inventory impairments | $ 0 | $ 0 | $ 0 |
Basis of Presentation and Sum46
Basis of Presentation and Summary of Significant Accounting Policies - Customer Acquisition Costs (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Finite-Lived Intangible Assets [Line Items] | ||||
Customer acquisition costs, current | [1] | $ 18,834,000 | $ 13,389,000 | |
Customer acquisition costs, noncurrent | [1] | 6,134,000 | 3,808,000 | |
Amortization of acquisition costs | 17,500,000 | 18,000,000 | $ 18,500,000 | |
Amortization of customer acquisition costs | $ 0 | $ 0 | ||
California | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of customer acquisition costs | 6,500,000 | |||
Massachusetts | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of customer acquisition costs | $ 200,000 | |||
Capitalized Direct Advertising Costs | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Average useful life | 2 years | |||
[1] | See Note 4 "Equity" for disclosure of our variable interest entity in Spark HoldCo, LLC. |
Basis of Presentation and Sum47
Basis of Presentation and Summary of Significant Accounting Policies - Customer Relationships (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets | $ 39,862 | ||
Amortization expense | 0 | $ 0 | $ 0 |
Impairment charges | 0 | ||
Customer Relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | 28,600,000 | 5,700,000 | 100,000 |
Impairment charges | $ 0 | $ 0 | $ 0 |
Customer Relationships | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization period | 3 years | ||
Customer Relationships | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization period | 6 years |
Basis of Presentation and Sum48
Basis of Presentation and Summary of Significant Accounting Policies - Non-Compete Agreements (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, current | [1] | $ 12,113 | $ 6,627 | |
Amortization expense | 0 | $ 0 | $ 0 | |
Non-compete agreements | Provider Companies and Major Energy Companies | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, current | 1,200 | |||
Intangible assets, non-current | 1,400 | |||
Amortization expense | $ 900 | |||
[1] | See Note 4 "Equity" for disclosure of our variable interest entity in Spark HoldCo, LLC. |
Basis of Presentation and Sum49
Basis of Presentation and Summary of Significant Accounting Policies - Trademarks (Details) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Asset optimization revenue | $ 133,000,000 | $ 154,100,000 | $ 284,600,000 | ||||
Cost of revenues | 133,600,000 | 152,600,000 | 282,300,000 | ||||
Bad debt expense | 1,261,000 | [1] | 7,908,000 | [2] | 10,164,000 | ||
Intangible assets, current | [3] | 12,113,000 | 6,627,000 | ||||
Customer relationships, net | [3] | 21,410,000 | 6,802,000 | ||||
Intangible assets | 39,862 | ||||||
Amortization expense | 0 | 0 | 0 | ||||
Impairment charges | 0 | ||||||
Trademarks | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Intangible assets | 6,339,000 | 1,194,000 | 0 | $ 0 | |||
Amortization expense | $ 357,000 | 74,000 | 0 | ||||
Impairment charges | $ 0 | $ 0 | |||||
[1] | Financial information has been recast to include results attributable to the acquisition of the Major Energy Companies from an affiliate on August 23, 2016. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions," respectively, for further discussion. | ||||||
[2] | Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC by an affiliate on May 12, 2015. See Notes 2 "Basis of Presentation and Summary of Significant Accounting Policies" for further discussion. | ||||||
[3] | See Note 4 "Equity" for disclosure of our variable interest entity in Spark HoldCo, LLC. |
Basis of Presentation and Sum50
Basis of Presentation and Summary of Significant Accounting Policies - Segment Reporting (Details) | 12 Months Ended |
Dec. 31, 2016segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 2 |
Basis of Presentation and Sum51
Basis of Presentation and Summary of Significant Accounting Policies - Revenues and Cost of Revenues (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Abstract] | |||
Gross receipts taxes | $ 5.3 | $ 3 | $ 3 |
Asset optimization revenue | 133 | 154.1 | 284.6 |
Cost of revenues | $ 133.6 | $ 152.6 | $ 282.3 |
Basis of Presentation and Sum52
Basis of Presentation and Summary of Significant Accounting Policies - Natural Gas Imbalances (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Other Current Assets | ||
Gas Balance Arrangements [Line Items] | ||
Gas balancing receivable (payable) | $ 0.9 | $ 0.7 |
Other Current Liabilities | ||
Gas Balance Arrangements [Line Items] | ||
Gas balancing receivable (payable) | $ (0.1) | $ (0.3) |
Basis of Presentation and Sum53
Basis of Presentation and Summary of Significant Accounting Policies - Derivative Instruments (Details) | Dec. 31, 2015USD ($) |
Accounting Policies [Abstract] | |
Gain (loss) on derivatives designated as qualifying cash flow hedges | $ 0 |
Basis of Presentation and Sum54
Basis of Presentation and Summary of Significant Accounting Policies - Noncontrolling Interest (Details) - Spark HoldCo | Dec. 31, 2015 | Aug. 01, 2014 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 |
Class of Stock [Line Items] | |||||
Economic interests percentage | 22.49% | 21.82% | 21.82% | 38.85% | 22.49% |
NuDevco Retail and Retailco (1) | |||||
Class of Stock [Line Items] | |||||
Economic interests percentage | 77.51% | 78.18% | 78.18% | 61.15% |
Basis of Presentation and Sum55
Basis of Presentation and Summary of Significant Accounting Policies - Recent Accounting Pronouncements - Adopted Standards (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Current deferred tax liabilities | $ 900 | ||
Deferred tax assets | [1] | $ 55,047 | 23,380 |
Deferred tax liability | [1] | $ 938 | 853 |
Accounting Standards Update 2015-17 | New Accounting Pronouncement, Early Adoption, Effect | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Deferred tax assets | 23,400 | ||
Deferred tax liability | $ 900 | ||
[1] | See Note 4 "Equity" for disclosure of our variable interest entity in Spark HoldCo, LLC. |
Acquisitions - Acquisition of C
Acquisitions - Acquisition of CenStar Energy Corp - Narrative (Details) - USD ($) $ in Thousands | Jul. 08, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2016 | ||
Business Acquisition [Line Items] | |||||||
Contingent consideration - earnout obligations incurred in connection with the Provider Companies and Major Energy Companies acquisitions | $ 18,936 | [1] | $ 0 | [2] | $ 0 | ||
Revenues | 546,697 | [3] | 358,153 | [4] | 322,876 | ||
Operating loss | $ (84,001) | [3] | (29,905) | [4] | $ 3,841 | ||
CenStar | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | $ 8,300 | ||||||
EBITDA attributable to operations, earn-out | 500 | 500 | $ 1,500 | ||||
Revenues | 21,400 | ||||||
Operating loss | 1,400 | ||||||
Acquisition costs | $ 100 | ||||||
CenStar | Senior Secured Revolving Credit Facility | |||||||
Business Acquisition [Line Items] | |||||||
Initial working capital estimate | 10,400 | ||||||
Contingent consideration - earnout obligations incurred in connection with the Provider Companies and Major Energy Companies acquisitions | 16,600 | ||||||
CenStar | Convertible Debt | Censtar Convertible Debt | |||||||
Business Acquisition [Line Items] | |||||||
Contingent consideration - earnout obligations incurred in connection with the Provider Companies and Major Energy Companies acquisitions | $ 2,100 | ||||||
[1] | Financial information has been recast to include results attributable to the acquisition of the Major Energy Companies from an affiliate on August 23, 2016. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions," respectively, for further discussion. | ||||||
[2] | Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC by an affiliate on May 12, 2015. See Notes 2 "Basis of Presentation and Summary of Significant Accounting Policies" for further discussion. | ||||||
[3] | Financial information has been recast to include results attributable to the acquisition of Major Energy Companies by an affiliate on April 15, 2016. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions," respectively, for further discussion. | ||||||
[4] | (2) Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC from an affiliate on May 12, 2015. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions", respectively, for further discussion. |
Acquisitions - Acquisition of57
Acquisitions - Acquisition of CenStar Energy Corp (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | [1] | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 79,147 | $ 18,379 | [1] | $ 0 | $ 0 | |
CenStar | ||||||
Business Acquisition [Line Items] | ||||||
Cash | 371 | |||||
Net working capital, net of cash acquired | 8,819 | |||||
Property and equipment | 52 | |||||
Goodwill | 6,396 | |||||
Deferred tax liability | 191 | |||||
Fair value of derivative liabilities | 3,475 | |||||
Total | 18,117 | |||||
Customer Relationships— Acquired | CenStar | ||||||
Business Acquisition [Line Items] | ||||||
Other assets - trademarks | 5,494 | |||||
Trademarks | CenStar | ||||||
Business Acquisition [Line Items] | ||||||
Other assets - trademarks | $ 651 | |||||
[1] | See Note 4 "Equity" for disclosure of our variable interest entity in Spark HoldCo, LLC. |
Acquisitions - Acquisition of O
Acquisitions - Acquisition of Oasis Power Holdings, LLC - Narrative (Details) $ in Thousands | Jul. 31, 2015USD ($)utilitystate | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | ||
Business Acquisition [Line Items] | ||||||
Contingent consideration - earnout obligations incurred in connection with the Provider Companies and Major Energy Companies acquisitions | $ 18,936 | [1] | $ 0 | [2] | $ 0 | |
Revenues | 546,697 | [3] | 358,153 | [4] | 322,876 | |
Operating loss | $ (84,001) | [3] | (29,905) | [4] | $ 3,841 | |
Oasis | ||||||
Business Acquisition [Line Items] | ||||||
Number of states in which company operates | state | 6 | |||||
Number of utilities | utility | 18 | |||||
Purchase price | $ 20,000 | |||||
Purchase price, payments from cash on hand | 2,000 | |||||
Revenues | 26,900 | |||||
Operating loss | $ 500 | |||||
Oasis | Senior Secured Revolving Credit Facility | ||||||
Business Acquisition [Line Items] | ||||||
Contingent consideration - earnout obligations incurred in connection with the Provider Companies and Major Energy Companies acquisitions | 15,000 | |||||
Oasis | Convertible Debt | Oasis Note | ||||||
Business Acquisition [Line Items] | ||||||
Contingent consideration - earnout obligations incurred in connection with the Provider Companies and Major Energy Companies acquisitions | $ 5,000 | |||||
[1] | Financial information has been recast to include results attributable to the acquisition of the Major Energy Companies from an affiliate on August 23, 2016. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions," respectively, for further discussion. | |||||
[2] | Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC by an affiliate on May 12, 2015. See Notes 2 "Basis of Presentation and Summary of Significant Accounting Policies" for further discussion. | |||||
[3] | Financial information has been recast to include results attributable to the acquisition of Major Energy Companies by an affiliate on April 15, 2016. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions," respectively, for further discussion. | |||||
[4] | (2) Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC from an affiliate on May 12, 2015. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions", respectively, for further discussion. |
Acquisitions - Acquisition of59
Acquisitions - Acquisition of Oasis Power Holdings, LLC (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | [1] | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 79,147 | $ 18,379 | [1] | $ 0 | $ 0 | |
Oasis | ||||||
Business Acquisition [Line Items] | ||||||
Cash | 271 | |||||
Net working capital, net of cash acquired | 1,831 | |||||
Property and equipment | 38 | |||||
Goodwill | 11,983 | |||||
Fair value of derivative liabilities | (819) | |||||
Total | 21,730 | |||||
Customer Relationships— Acquired | Oasis | ||||||
Business Acquisition [Line Items] | ||||||
Other assets - trademarks | 7,824 | |||||
Trademarks | Oasis | ||||||
Business Acquisition [Line Items] | ||||||
Other assets - trademarks | $ 602 | |||||
[1] | See Note 4 "Equity" for disclosure of our variable interest entity in Spark HoldCo, LLC. |
Acquisitions - Acquisition of P
Acquisitions - Acquisition of Provider Companies - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 01, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | [2] | Dec. 31, 2014 | Aug. 23, 2016 | |
Business Acquisition [Line Items] | |||||||
Contingent consideration - earnout obligations incurred in connection with the Provider Companies and Major Energy Companies acquisitions | $ 18,936 | [1] | $ 0 | $ 0 | |||
Installment consideration payment | 1,890 | [1] | 0 | 0 | |||
Installment payment | 66,652 | [1] | 49,826 | 44,000 | |||
Common Class B | |||||||
Business Acquisition [Line Items] | |||||||
Issuance of Class B common stock to affiliates for Major Energy Companies acquisition | 40,000 | [1] | $ 0 | $ 0 | |||
Share price (in dollars per share) | $ 20 | $ 20 | |||||
Provider Companies | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price | $ 34,100 | ||||||
Initial working capital estimate | 1,300 | ||||||
Earnout maximum | 9,000 | ||||||
Installment consideration payment | 3,800 | ||||||
Installment payment | $ 400 | ||||||
Revenue | 46,800 | ||||||
Operating loss | $ 12,800 | ||||||
Provider Companies | Common Class B | |||||||
Business Acquisition [Line Items] | |||||||
Shares issued (shares) | 699,742 | ||||||
Issuance of Class B common stock to affiliates for Major Energy Companies acquisition | $ 14,000 | ||||||
Revolving Credit Facility | Acquisition Line | Provider Companies | |||||||
Business Acquisition [Line Items] | |||||||
Borrowing from credit facility | $ 10,600 | ||||||
[1] | Financial information has been recast to include results attributable to the acquisition of the Major Energy Companies from an affiliate on August 23, 2016. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions," respectively, for further discussion. | ||||||
[2] | Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC by an affiliate on May 12, 2015. See Notes 2 "Basis of Presentation and Summary of Significant Accounting Policies" for further discussion. |
Acquisitions - Acquisition of61
Acquisitions - Acquisition of Provider Companies (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||||
Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | [1] | Dec. 31, 2014 | Dec. 31, 2013 | ||
Business Acquisition [Line Items] | |||||||
Goodwill | $ 79,147 | [1] | $ 18,379 | $ 0 | $ 0 | ||
Provider Companies | |||||||
Business Acquisition [Line Items] | |||||||
Cash | 431 | $ 51 | |||||
Net working capital, net of cash acquired | 812 | 1,229 | |||||
Goodwill | 26,040 | 26,040 | |||||
Fair value of derivative liabilities | (18,163) | (18,163) | |||||
Total | 34,066 | 34,103 | |||||
Q4 2016 Adjustments | |||||||
Cash | 380 | ||||||
Net working capital, net of cash acquired | (417) | ||||||
Total | (37) | ||||||
Customer Relationships and Non-compete Agreements | Provider Companies | |||||||
Business Acquisition [Line Items] | |||||||
Other assets - trademarks | 24,417 | 24,417 | |||||
Trademarks | Provider Companies | |||||||
Business Acquisition [Line Items] | |||||||
Other assets - trademarks | $ 529 | $ 529 | |||||
[1] | See Note 4 "Equity" for disclosure of our variable interest entity in Spark HoldCo, LLC. |
Acquisitions - Acquisition of M
Acquisitions - Acquisition of Major Energy Companies - Narrative (Details) $ / shares in Units, $ in Thousands | Aug. 23, 2016USD ($)utility$ / sharesshares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | [2] | Dec. 31, 2014USD ($) | Aug. 01, 2016$ / shares | |
Business Acquisition [Line Items] | |||||||
Amount recorded as equity transaction | $ 3,873 | [1] | $ 0 | $ 0 | |||
Major Energy Companies | |||||||
Business Acquisition [Line Items] | |||||||
Number of utilities | utility | 43 | ||||||
Consideration amount | $ 63,200 | ||||||
Working capital | 4,300 | ||||||
Litigation reserve | 5,000 | ||||||
Installment and earnout payments (up to) | 35,000 | ||||||
Installment and earnout payments purchase date value | 13,100 | ||||||
Amount recorded as equity transaction | 6,000 | 4,700 | |||||
Contributed revenues | 125,600 | ||||||
Contributed earnings | 1,300 | ||||||
Major Energy Companies | |||||||
Business Acquisition [Line Items] | |||||||
Employment contract termination costs | 4,100 | ||||||
Major Energy Companies | Major Energy Companies | |||||||
Business Acquisition [Line Items] | |||||||
Working capital | $ 4,300 | ||||||
Common Class B | |||||||
Business Acquisition [Line Items] | |||||||
Share price (in dollars per share) | $ / shares | $ 20 | $ 20 | |||||
Common Class B | Major Energy Companies | |||||||
Business Acquisition [Line Items] | |||||||
Share amount maximum (in shares) | shares | 40,718 | ||||||
Value of shares for earnout | $ 800 | ||||||
Value of shares issued for acquisition | $ 40,000 | ||||||
Common Class B | Major Energy Purchase Agreement | |||||||
Business Acquisition [Line Items] | |||||||
Number of shares issued for acquisition (in shares) | shares | 2,000,000 | ||||||
Maximum | Common Class B | Major Energy Companies | |||||||
Business Acquisition [Line Items] | |||||||
Share amount maximum (in shares) | shares | 200,000 | ||||||
National Gas & Electric, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Amount recorded as equity transaction | $ 1,400 | ||||||
National Gas & Electric, LLC | Major Energy Companies | |||||||
Business Acquisition [Line Items] | |||||||
Initial working capital estimate | $ 10,300 | ||||||
[1] | Financial information has been recast to include results attributable to the acquisition of the Major Energy Companies from an affiliate on August 23, 2016. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions," respectively, for further discussion. | ||||||
[2] | Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC by an affiliate on May 12, 2015. See Notes 2 "Basis of Presentation and Summary of Significant Accounting Policies" for further discussion. |
Acquisitions - Acquisition of63
Acquisitions - Acquisition of Major Energy Companies (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||||
Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | [1] | Dec. 31, 2014 | Dec. 31, 2013 | ||
Business Acquisition [Line Items] | |||||||
Goodwill | $ 79,147 | [1] | $ 18,379 | $ 0 | $ 0 | ||
National Gas & Electric, LLC | Major Energy Companies | |||||||
Business Acquisition [Line Items] | |||||||
Cash | 17,368 | $ 17,368 | |||||
Property and equipment | 14 | 14 | |||||
Non-current deferred tax assets | 1,042 | 1,042 | |||||
Goodwill | 34,728 | 35,137 | |||||
Net working capital, net of cash acquired | (6,746) | (6,345) | |||||
Fair value of derivative liabilities | (7,260) | (7,260) | |||||
Total | 68,390 | 69,200 | |||||
Q4 2016 Adjustments | |||||||
Goodwill | (409) | ||||||
Net working capital, net of cash acquired | (401) | ||||||
Total | (810) | ||||||
Customer Relationships— Acquired | National Gas & Electric, LLC | Major Energy Companies | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets - customer relationships & non-compete agreements | 24,271 | 24,271 | |||||
Trademarks | National Gas & Electric, LLC | Major Energy Companies | |||||||
Business Acquisition [Line Items] | |||||||
Other assets - trademarks | $ 4,973 | $ 4,973 | |||||
[1] | See Note 4 "Equity" for disclosure of our variable interest entity in Spark HoldCo, LLC. |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Business Combinations [Abstract] | ||
Revenue | $ 603,673 | $ 547,381 |
Earnings | $ 15,776 | $ 15,460 |
Property and Equipment - Compon
Property and Equipment - Components (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Property, Plant and Equipment [Line Items] | |||
Total | $ 35,267 | $ 32,967 | |
Accumulated depreciation | (30,561) | (28,491) | |
Property and equipment—net | [1] | 4,706 | 4,476 |
Information technology | |||
Property, Plant and Equipment [Line Items] | |||
Total | $ 29,675 | 27,392 | |
Information technology | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives (years) | 2 years | ||
Information technology | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives (years) | 5 years | ||
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total | $ 4,568 | 4,568 | |
Leasehold improvements | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives (years) | 2 years | ||
Leasehold improvements | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives (years) | 5 years | ||
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Total | $ 1,024 | $ 1,007 | |
Furniture and fixtures | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives (years) | 2 years | ||
Furniture and fixtures | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives (years) | 5 years | ||
[1] | See Note 4 "Equity" for disclosure of our variable interest entity in Spark HoldCo, LLC. |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 2.1 | $ 1.6 | $ 3.7 |
Information technology | |||
Property, Plant and Equipment [Line Items] | |||
Assets not yet placed into service | $ 1.1 | $ 0.5 |
Goodwill, Customer Relationsh67
Goodwill, Customer Relationships and Trademarks - Goodwill and Intangible Assets (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Goodwill | $ 79,147,000 | [1] | $ 18,379,000 | [1] | $ 0 | $ 0 |
Finite-Lived Intangible Assets [Line Items] | ||||||
Total | 39,862 | |||||
Customer Relationships— Acquired & Non-Compete Agreements | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Cost | 63,571,000 | 14,883,000 | ||||
Accumulated amortization | (31,660,000) | (4,503,000) | ||||
Total | 31,911,000 | 10,380,000 | 0 | 0 | ||
Customer Relationships— Other | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Cost | 4,320,000 | 4,320,000 | ||||
Accumulated amortization | (2,708,000) | (1,271,000) | ||||
Total | 1,612,000 | 3,049,000 | 1,501,000 | 0 | ||
Trademarks | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Cost | 6,770,000 | 1,268,000 | ||||
Accumulated amortization | (431,000) | (74,000) | ||||
Total | $ 6,339,000 | $ 1,194,000 | $ 0 | $ 0 | ||
[1] | See Note 4 "Equity" for disclosure of our variable interest entity in Spark HoldCo, LLC. |
Goodwill, Customer Relationsh68
Goodwill, Customer Relationships and Trademarks - Roll Forward (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Goodwill [Roll Forward] | |||||
Balance at beginning of period | $ 18,379,000 | [1] | $ 0 | $ 0 | |
Balance at end of period | 79,147,000 | [1] | 18,379,000 | [1] | 0 |
Finite-lived Intangible Assets [Roll Forward] | |||||
Additions | 0 | 0 | 0 | ||
Amortization expense | 0 | 0 | 0 | ||
Balance at end of period | 39,862 | ||||
Customer Relationships— Acquired & Non-Compete Agreements | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Balance at beginning of period | 10,380,000 | 0 | 0 | ||
Additions | 0 | 0 | 0 | ||
Amortization expense | (27,157,000) | (4,503,000) | 0 | ||
Balance at end of period | 31,911,000 | 10,380,000 | 0 | ||
Customer Relationships— Other | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Balance at beginning of period | 3,049,000 | 1,501,000 | 0 | ||
Additions | 0 | 2,731,000 | 1,589,000 | ||
Amortization expense | (1,437,000) | (1,183,000) | (88,000) | ||
Balance at end of period | 1,612,000 | 3,049,000 | 1,501,000 | ||
Trademarks | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Balance at beginning of period | 1,194,000 | 0 | 0 | ||
Additions | 0 | 0 | 0 | ||
Amortization expense | (357,000) | (74,000) | 0 | ||
Balance at end of period | 6,339,000 | 1,194,000 | 0 | ||
Customer Relationships | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Amortization expense | (28,600,000) | (5,700,000) | $ (100,000) | ||
Cost of Revenue | Customer Relationships | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Amortization expense | (15,800,000) | ||||
CenStar | |||||
Goodwill [Roll Forward] | |||||
Balance at beginning of period | 6,396,000 | ||||
Acquisitions | 6,396,000 | ||||
Balance at end of period | 6,396,000 | ||||
CenStar | Customer Relationships— Acquired & Non-Compete Agreements | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Acquisitions | 5,494,000 | ||||
CenStar | Customer Relationships— Other | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Acquisitions | 0 | ||||
CenStar | Trademarks | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Acquisitions | 651,000 | ||||
Oasis | |||||
Goodwill [Roll Forward] | |||||
Acquisitions | 11,983,000 | ||||
Oasis | Customer Relationships— Acquired & Non-Compete Agreements | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Acquisitions | 9,389,000 | ||||
Oasis | Customer Relationships— Other | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Acquisitions | 0 | ||||
Oasis | Trademarks | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Acquisitions | $ 617,000 | ||||
Provider Companies | |||||
Goodwill [Roll Forward] | |||||
Acquisitions | 26,040,000 | ||||
Balance at end of period | 26,040,000 | ||||
Provider Companies | Customer Relationships— Other | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Acquisitions | 0 | ||||
Major Energy Companies | |||||
Goodwill [Roll Forward] | |||||
Acquisitions | 34,728,000 | ||||
Major Energy Companies | Customer Relationships— Other | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Acquisitions | $ 0 | ||||
[1] | See Note 4 "Equity" for disclosure of our variable interest entity in Spark HoldCo, LLC. |
Goodwill, Customer Relationsh69
Goodwill, Customer Relationships and Trademarks - Future Amortization Expense (Details) | Dec. 31, 2016USD ($) |
Year Ending December 31, | |
2,016 | $ 12,913 |
2,017 | 10,337 |
2,018 | 5,892 |
2,019 | 2,894 |
2,020 | 2,592 |
More than 5 years | 5,234 |
Total | $ 39,862 |
Debt - Components of Debt (Deta
Debt - Components of Debt (Details) - USD ($) $ in Thousands | Oct. 05, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||||
Total current debt | $ 73,370 | $ 27,806 | ||
Convertible subordinated notes to affiliates | [1] | 6,582 | 0 | |
Long-term portion of Senior Credit Facility-Acquisition Line | [1] | 0 | 14,592 | |
Subordinated debt—affiliate | [1] | 5,000 | 0 | |
Total long-term debt | 5,000 | 20,931 | ||
Convertible subordinated notes to affiliates | [1] | 0 | 6,339 | |
Total debt | 78,370 | 48,737 | ||
Trade Credit Arrangements With Pacific Summit Energy LLC | ||||
Debt Instrument [Line Items] | ||||
Total current debt | 15,501 | 0 | ||
Senior Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Letters of credit issued | $ 29,600 | $ 21,500 | ||
Weighted average interest rate on current portion of debt | 4.93% | 3.90% | ||
Convertible Subordinated Notes | ||||
Debt Instrument [Line Items] | ||||
Total long-term debt | $ 0 | |||
Senior Credit Facility | Working Capital Line | ||||
Debt Instrument [Line Items] | ||||
Total current debt | 29,000 | $ 22,500 | ||
Senior Credit Facility | Acquisition Line | ||||
Debt Instrument [Line Items] | ||||
Total current debt | $ 22,287 | $ 5,306 | ||
Common Class B | CenStar Note | ||||
Debt Instrument [Line Items] | ||||
Number of shares, irrevocable commitment to convert (in shares) | 134,731 | |||
[1] | See Note 4 "Equity" for disclosure of our variable interest entity in Spark HoldCo, LLC. |
Debt - Balance Sheet and Income
Debt - Balance Sheet and Income Statement Summary (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Deferred financing costs | $ 0.4 | $ 0.7 |
Other Current Assets | ||
Debt Instrument [Line Items] | ||
Deferred financing costs | 0.4 | 0.5 |
Other Noncurrent Assets | ||
Debt Instrument [Line Items] | ||
Deferred financing costs | $ 0 | $ 0.2 |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Thousands | 5 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Line of Credit Facility [Line Items] | |||||||
Accretion on fair value of Major Earnout and Provider Earnout liabilities | $ 5,059 | [1] | $ 0 | [2] | $ 0 | ||
Amortization of deferred financing costs | 668 | 412 | 631 | ||||
Interest expense | 8,859 | [3] | 2,280 | [4] | 1,578 | ||
Senior Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Write offs of deferred financing costs | 100 | 300 | 100 | ||||
Convertible Subordinated Notes | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest incurred on convertible subordinated notes to affiliate | 518 | 207 | 0 | ||||
Convertible Subordinated Notes | Oasis Note | |||||||
Line of Credit Facility [Line Items] | |||||||
Amortization of discount (less than) | 200 | 100 | |||||
Working Capital Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Commitment fees | 180 | 160 | 144 | ||||
Letters of credit fees | 704 | 357 | 385 | ||||
Working Capital Facility | Senior Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest incurred on Senior Credit Facility | 1,730 | 1,144 | $ 418 | ||||
Provider Earnout | |||||||
Line of Credit Facility [Line Items] | |||||||
Accretion on fair value of Major Earnout and Provider Earnout liabilities | $ 100 | $ 100 | |||||
Major Earnout | |||||||
Line of Credit Facility [Line Items] | |||||||
Accretion on fair value of Major Earnout and Provider Earnout liabilities | $ 5,000 | $ 4,900 | |||||
[1] | Financial information has been recast to include results attributable to the acquisition of the Major Energy Companies from an affiliate on August 23, 2016. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions," respectively, for further discussion. | ||||||
[2] | Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC by an affiliate on May 12, 2015. See Notes 2 "Basis of Presentation and Summary of Significant Accounting Policies" for further discussion. | ||||||
[3] | Financial information has been recast to include results attributable to the acquisition of Major Energy Companies by an affiliate on April 15, 2016. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions," respectively, for further discussion. | ||||||
[4] | (2) Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC from an affiliate on May 12, 2015. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions", respectively, for further discussion. |
Debt - Prior to the IPO - Overv
Debt - Prior to the IPO - Overview (Details) - USD ($) $ in Millions | Jul. 31, 2013 | Dec. 31, 2012 | Dec. 17, 2012 |
Working Capital Facility | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 80 | $ 150 | $ 70 |
Debt - Prior to the IPO - Worki
Debt - Prior to the IPO - Working Capital Facility (Details) - USD ($) $ in Millions | Jul. 31, 2013 | Dec. 17, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Working Capital Facility | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 80 | $ 70 | $ 150 | |
Working capital credit facility outstanding portion paid by affiliate | $ 29 | |||
Nonutilization fee | 0.50% | |||
Commitment fee percentage | 0.50% | |||
Working Capital Facility | Eurodollar | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 3.00% | 3.00% | ||
Working Capital Facility | Eurodollar | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 3.25% | 3.75% | ||
Working Capital Facility | Base Rate | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 2.00% | 2.00% | ||
Working Capital Facility | Base Rate | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 2.25% | 2.75% | ||
Working Capital Facility | Cost of Funds Rate | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 2.50% | |||
Working Capital Facility | Cost of Funds Rate | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 2.75% | |||
Letters of Credit Outstanding More than Two Business Days | Base Rate | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 2.00% |
Debt - Prior to the IPO - NuDev
Debt - Prior to the IPO - NuDevco Note (Details) - USD ($) | Dec. 31, 2016 | Aug. 01, 2014 |
NuDevco Retail Holdings | Spark HoldCo | ||
Debt Instrument [Line Items] | ||
Investment in affiliate transferred | $ 50,000 | $ 50,000 |
Debt - Senior Credit Facility E
Debt - Senior Credit Facility Executed at the IPO and Senior Credit Facility (Details) - USD ($) | Mar. 31, 2017 | Jul. 08, 2015 | Jul. 31, 2013 | Dec. 17, 2012 | Sep. 30, 2016 | Dec. 31, 2016 | Oct. 01, 2016 | Sep. 29, 2016 | Aug. 01, 2016 | Jun. 01, 2016 | May 31, 2016 | Dec. 31, 2015 | Aug. 01, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Senior Secured Revolving Credit Facility | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Line of credit facility, minimum borrowing capacity | $ 5,000,000 | ||||||||||||||
Adjusted tangible net worth threshold (greater than) | $ 18,000,000 | ||||||||||||||
Minimum fixed charge coverage ratio | 120.00% | ||||||||||||||
Maximum leverage ratio | 250.00% | ||||||||||||||
Debt default, change in control, ownership percentage (less than) | 40.00% | ||||||||||||||
Debt default, material judgment (in excess of) | $ 5,000,000 | ||||||||||||||
Senior Credit Facility | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Letters of credit issued and outstanding | $ 29,600,000 | $ 21,500,000 | |||||||||||||
Revolving Credit Facility | Senior Secured Revolving Credit Facility | Maximum | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Commitment fee percentage | 0.50% | ||||||||||||||
Revolving Credit Facility | Senior Secured Revolving Credit Facility | Minimum | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Commitment fee percentage | 0.375% | ||||||||||||||
Revolving Credit Facility | Senior Secured Revolving Credit Facility | Eurodollar | Maximum | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Basis spread on variable rate | 3.00% | ||||||||||||||
Revolving Credit Facility | Senior Secured Revolving Credit Facility | Base Rate | Maximum | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Basis spread on variable rate | 2.00% | ||||||||||||||
Revolving Credit Facility | Senior Secured Revolving Credit Facility | Cost of Funds Rate | Maximum | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Basis spread on variable rate | 2.50% | ||||||||||||||
Revolving Credit Facility | Working Capital Line | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 60,000,000 | $ 82,500,000 | $ 70,000,000 | $ 60,000,000 | $ 82,500,000 | $ 82,500,000 | $ 60,000,000 | ||||||||
Line of credit facility, minimum borrowing capacity | $ 40,000,000 | ||||||||||||||
Working capital, maximum increase | $ 5,000,000 | ||||||||||||||
Working capital, percentage of borrowing capacity | 15.00% | ||||||||||||||
Adjusted tangible net worth, aggregate commitments percentage | 20.00% | ||||||||||||||
Revolving Credit Facility | Working Capital Line | Maximum | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Line of credit, availability | $ 82,500,000 | ||||||||||||||
Borrowing base calculated on value of eligible accounts receivable, unbilled product sales, inventory and other working capital assets, percentage | 90.00% | ||||||||||||||
Revolving Credit Facility | Working Capital Line | Minimum | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Line of credit, availability | $ 40,000,000 | ||||||||||||||
Borrowing base calculated on value of eligible accounts receivable, unbilled product sales, inventory and other working capital assets, percentage | 80.00% | ||||||||||||||
Revolving Credit Facility | Working Capital Line | Federal Funds Rate | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Basis spread on variable rate | 0.50% | ||||||||||||||
Revolving Credit Facility | Working Capital Line | Reference Eurodollar Rate | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Basis spread on variable rate | 1.00% | ||||||||||||||
Revolving Credit Facility | Acquisition Line | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | $ 25,000,000 | |||||||||||||
Financing of cost of acquisitions, maximum percentage | 75.00% | 75.00% | |||||||||||||
Annual payment percentage | 25.00% | ||||||||||||||
Remaining payment due at maturity, percentage | 50.00% | ||||||||||||||
Nonutilization fee | 0.50% | ||||||||||||||
Adjusted tangible net worth, borrowings percentage | 33.00% | ||||||||||||||
Revolving Credit Facility | Acquisition Line | Eurodollar | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Basis spread on variable rate | 3.75% | ||||||||||||||
Revolving Credit Facility | Acquisition Line | Base Rate | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Basis spread on variable rate | 2.75% | ||||||||||||||
Revolving Credit Facility | Acquisition Line | Federal Funds Rate | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Basis spread on variable rate | 0.50% | ||||||||||||||
Revolving Credit Facility | Acquisition Line | Reference Eurodollar Rate | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Basis spread on variable rate | 1.00% | ||||||||||||||
Revolving Credit Facility | Senior Credit Facility | Senior Secured Revolving Credit Facility | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 70,000,000 | ||||||||||||||
Contingent maximum borrowing capacity | 120,000,000 | ||||||||||||||
Line of credit facility, outstanding | 10,000,000 | ||||||||||||||
Reduction to interest rate if facility utilization is less than fifty percent | 25.00% | ||||||||||||||
Working Capital Facility | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 80,000,000 | $ 70,000,000 | $ 150,000,000 | ||||||||||||
Working capital credit facility outstanding portion paid by affiliate | $ 29,000,000 | ||||||||||||||
Commitment fee percentage | 0.50% | ||||||||||||||
Nonutilization fee | 0.50% | ||||||||||||||
Working Capital Facility | Eurodollar | Maximum | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Basis spread on variable rate | 3.25% | 3.75% | |||||||||||||
Working Capital Facility | Eurodollar | Minimum | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Basis spread on variable rate | 3.00% | 3.00% | |||||||||||||
Working Capital Facility | Base Rate | Maximum | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Basis spread on variable rate | 2.25% | 2.75% | |||||||||||||
Working Capital Facility | Base Rate | Minimum | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Basis spread on variable rate | 2.00% | 2.00% | |||||||||||||
Working Capital Facility | Cost of Funds Rate | Maximum | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Basis spread on variable rate | 2.75% | ||||||||||||||
Working Capital Facility | Cost of Funds Rate | Minimum | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Basis spread on variable rate | 2.50% | ||||||||||||||
Working Capital Facility | Senior Credit Facility | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Working capital credit facility outstanding portion paid by affiliate | 29,000,000 | ||||||||||||||
Letters of credit issued and outstanding | $ 15,000,000 | ||||||||||||||
Scenario, Forecast | Senior Secured Revolving Credit Facility | |||||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||||
Minimum fixed charge coverage ratio | 125.00% |
Debt - Convertible Subordinated
Debt - Convertible Subordinated Notes to Affiliates (Details) - USD ($) | Jan. 31, 2017 | Jan. 08, 2017 | Oct. 05, 2016 | Jul. 31, 2015 | Jul. 08, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | May 12, 2015 | Aug. 01, 2014 | May 29, 2014 | Apr. 22, 2014 | |
Debt Instrument [Line Items] | ||||||||||||
Convertible subordinated notes to affiliates | [1] | $ 6,582,000 | $ 0 | |||||||||
Current portion of Senior Credit Facility | [1] | $ 15,501,000 | $ 0 | |||||||||
Common Class B | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Common Class A | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Shares issued, price per share (in dollars per share) | $ 16.21 | |||||||||||
Censtar Convertible Debt | Common Class B | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Number of shares, irrevocable commitment to convert (in shares) | 383,090 | |||||||||||
Senior Secured Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Line of credit facility, minimum borrowing capacity | $ 5,000,000 | |||||||||||
Convertible Subordinated Notes | Censtar Convertible Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Stated percentage interest rate | 5.00% | |||||||||||
Exercise of conversion rights term | 18 months | |||||||||||
Convertible Subordinated Notes | Censtar Convertible Debt | Common Class B | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Conversion price per share (in dollars per share) | $ 16.57 | |||||||||||
Convertible Subordinated Notes | Censtar Convertible Debt | CenStar | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Convertible subordinated notes to affiliates | $ 2,100,000 | |||||||||||
Convertible Subordinated Notes | Oasis Note | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Stated percentage interest rate | 5.00% | |||||||||||
Conversion price per share (in dollars per share) | $ 14 | |||||||||||
Exercise of conversion rights term | 18 months | |||||||||||
Beneficial conversion feature | $ 800,000 | |||||||||||
Convertible Subordinated Notes | Oasis Note | Common Class B | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Conversion price per share (in dollars per share) | $ 14 | |||||||||||
Convertible Subordinated Notes | Oasis Note | Oasis | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Convertible subordinated notes to affiliates | $ 5,000,000 | |||||||||||
Major Energy Companies | Trade Credit Arrangements With Pacific Summit Energy LLC | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Current portion of Senior Credit Facility | $ 15,501,000 | |||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 4.00% | |||||||||||
Subsequent Event | Censtar Convertible Debt | Common Class B | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Number of shares, irrevocable commitment to convert (in shares) | 134,731 | |||||||||||
Subsequent Event | Oasis Note | Common Class B | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Number of shares, irrevocable commitment to convert (in shares) | 383,090 | |||||||||||
[1] | See Note 4 "Equity" for disclosure of our variable interest entity in Spark HoldCo, LLC. |
Debt - Subordinated Debt Facili
Debt - Subordinated Debt Facility (Details) - USD ($) $ in Thousands | Dec. 27, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||||
Subordinated debt—affiliate | [1] | $ 5,000 | $ 0 | |
Subordinated Debt | Retailco | ||||
Debt Instrument [Line Items] | ||||
Subordinated borrowing, interest rate | 5.00% | |||
Subordinated debt—affiliate | $ 25,000 | $ 0 | ||
Subordinated debt, advances | $ 1,000 | |||
Subordinated debt, interest rate on advances | 5.00% | |||
Minimum availability under the borrowing base | $ 5,000 | |||
[1] | See Note 4 "Equity" for disclosure of our variable interest entity in Spark HoldCo, LLC. |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Aug. 23, 2016 | Apr. 15, 2016 | Aug. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 01, 2016 | Mar. 31, 2016 | Jul. 08, 2015 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Contingent consideration - earnout obligations incurred in connection with the Provider Companies and Major Energy Companies acquisitions | $ 18,936,000 | [1] | $ 0 | [2] | $ 0 | |||||||||
Current contingent consideration for acquisitions | [3] | $ 11,827,000 | $ 11,827,000 | 11,827,000 | 500,000 | |||||||||
Contingent consideration for acquisitions | [3] | 10,826,000 | 10,826,000 | 10,826,000 | 0 | |||||||||
Change in fair value of earnout liabilities | (297,000) | [1] | 0 | [2] | 0 | |||||||||
Accretion on fair value of Major Earnout and Provider Earnout liabilities | 5,059,000 | [1] | 0 | [2] | 0 | |||||||||
Recurring | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Total commodity derivative assets | 11,427,000 | 11,427,000 | 11,427,000 | 605,000 | ||||||||||
Total commodity derivative liabilities | (748,000) | (748,000) | (748,000) | (11,238,000) | ||||||||||
Contingent payment arrangement | (22,652,000) | (22,652,000) | (22,652,000) | (500,000) | ||||||||||
Recurring | Level 1 | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Total commodity derivative assets | 1,612,000 | 1,612,000 | 1,612,000 | 0 | ||||||||||
Total commodity derivative liabilities | 0 | 0 | 0 | (3,324,000) | ||||||||||
Contingent payment arrangement | 0 | 0 | 0 | 0 | ||||||||||
Recurring | Level 2 | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Total commodity derivative assets | 9,815,000 | 9,815,000 | 9,815,000 | 605,000 | ||||||||||
Total commodity derivative liabilities | (748,000) | (748,000) | (748,000) | (7,914,000) | ||||||||||
Contingent payment arrangement | 0 | 0 | 0 | 0 | ||||||||||
Recurring | Level 3 | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Total commodity derivative assets | 0 | 0 | 0 | 0 | ||||||||||
Total commodity derivative liabilities | 0 | 0 | 0 | 0 | ||||||||||
Contingent payment arrangement | (22,652,000) | (22,652,000) | (22,652,000) | (500,000) | $ 0 | |||||||||
Change in fair value of earnout liabilities | (297,000) | |||||||||||||
Accretion on fair value of Major Earnout and Provider Earnout liabilities | 5,059,000 | |||||||||||||
Recurring | Non-trading commodity contract | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Total commodity derivative assets | 10,896,000 | 10,896,000 | 10,896,000 | 200,000 | ||||||||||
Total commodity derivative liabilities | (661,000) | (661,000) | (661,000) | (10,985,000) | ||||||||||
Recurring | Non-trading commodity contract | Level 1 | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Total commodity derivative assets | 1,511,000 | 1,511,000 | 1,511,000 | 0 | ||||||||||
Total commodity derivative liabilities | 0 | 0 | 0 | (3,324,000) | ||||||||||
Recurring | Non-trading commodity contract | Level 2 | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Total commodity derivative assets | 9,385,000 | 9,385,000 | 9,385,000 | 200,000 | ||||||||||
Total commodity derivative liabilities | (661,000) | (661,000) | (661,000) | (7,661,000) | ||||||||||
Recurring | Non-trading commodity contract | Level 3 | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Total commodity derivative assets | 0 | 0 | 0 | 0 | ||||||||||
Total commodity derivative liabilities | 0 | 0 | 0 | 0 | ||||||||||
Recurring | Trading commodity contract | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Total commodity derivative assets | 531,000 | 531,000 | 531,000 | 405,000 | ||||||||||
Total commodity derivative liabilities | (87,000) | (87,000) | (87,000) | (253,000) | ||||||||||
Recurring | Trading commodity contract | Level 1 | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Total commodity derivative assets | 101,000 | 101,000 | 101,000 | 0 | ||||||||||
Total commodity derivative liabilities | 0 | 0 | 0 | 0 | ||||||||||
Recurring | Trading commodity contract | Level 2 | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Total commodity derivative assets | 430,000 | 430,000 | 430,000 | 405,000 | ||||||||||
Total commodity derivative liabilities | (87,000) | (87,000) | (87,000) | (253,000) | ||||||||||
Recurring | Trading commodity contract | Level 3 | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Total commodity derivative assets | 0 | 0 | 0 | 0 | ||||||||||
Total commodity derivative liabilities | 0 | 0 | $ 0 | 0 | ||||||||||
Provider Companies | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Business Combination, Contingent Consideration, Earnout Period | 9 months | |||||||||||||
Earnout maximum | $ 9,000,000 | |||||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | 5,000,000 | 5,000,000 | $ 5,000,000 | |||||||||||
Provider Companies | Recurring | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Contingent consideration - earnout obligations incurred in connection with the Provider Companies and Major Energy Companies acquisitions | 4,800,000 | |||||||||||||
Major Energy Purchase Agreement | Recurring | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Contingent payment arrangement | (17,100,000) | (17,100,000) | (17,100,000) | |||||||||||
CenStar | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Contingent payment arrangement | (500,000) | $ (1,500,000) | $ (500,000) | |||||||||||
Current contingent consideration for acquisitions | 11,800,000 | 11,800,000 | 11,800,000 | |||||||||||
Contingent consideration for acquisitions | 8,400,000 | 8,400,000 | 8,400,000 | |||||||||||
Payment for Contingent Consideration Liability, Investing Activities | $ (1,300,000) | |||||||||||||
Decrease in Restricted Cash | $ 600,000 | |||||||||||||
CenStar | Recurring | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Contingent payment arrangement | (700,000) | (700,000) | (700,000) | |||||||||||
General and Administrative Expense | CenStar | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Change in fair value of earnout liabilities | (200,000) | |||||||||||||
National Gas & Electric, LLC | Major Energy Companies | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Business Combination, Contingent Consideration, Earnout Period | 33 months | |||||||||||||
Earnout maximum | $ 20,000,000 | 17,800,000 | 17,800,000 | 17,800,000 | ||||||||||
Decrease in fair value recorded in general and administrative expense | 1,100,000 | |||||||||||||
Major Energy Companies | Common Class B | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Share amount maximum (in shares) | 40,718 | |||||||||||||
Major Energy Companies | Maximum | Common Class B | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Share amount maximum (in shares) | 200,000 | |||||||||||||
Provider Earnout | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Accretion on fair value of Major Earnout and Provider Earnout liabilities | 100,000 | 100,000 | ||||||||||||
Provider Earnout | Recurring | Level 3 | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Contingent payment arrangement | $ (4,892,000) | (4,892,000) | (4,892,000) | 0 | ||||||||||
Change in fair value of earnout liabilities | 0 | |||||||||||||
Accretion on fair value of Major Earnout and Provider Earnout liabilities | $ 69,000 | |||||||||||||
Major Earnout | ||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||||
Accretion on fair value of Major Earnout and Provider Earnout liabilities | $ 5,000,000 | $ 4,900,000 | ||||||||||||
[1] | Financial information has been recast to include results attributable to the acquisition of the Major Energy Companies from an affiliate on August 23, 2016. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions," respectively, for further discussion. | |||||||||||||
[2] | Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC by an affiliate on May 12, 2015. See Notes 2 "Basis of Presentation and Summary of Significant Accounting Policies" for further discussion. | |||||||||||||
[3] | See Note 4 "Equity" for disclosure of our variable interest entity in Spark HoldCo, LLC. |
Fair Value Measurements Liabili
Fair Value Measurements Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | 5 Months Ended | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Change in fair value of contingent consideration, net | $ (297) | [1] | $ 0 | [2] | $ 0 | |
Accretion of contingent earnout consideration (included within interest expense) | 5,059 | [1] | 0 | [2] | 0 | |
Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Purchase price contingent consideration | 500 | |||||
Purchase price contingent consideration | $ 22,652 | 22,652 | 500 | |||
Recurring | Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Purchase price contingent consideration | 500 | 0 | ||||
Purchase price contingent consideration, additions | 18,733 | 500 | ||||
Change in fair value of contingent consideration, net | (297) | |||||
Accretion of contingent earnout consideration (included within interest expense) | 5,059 | |||||
Settlements | (1,343) | |||||
Purchase price contingent consideration | 22,652 | 22,652 | 500 | 0 | ||
CenStar | Recurring | Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Purchase price contingent consideration | 500 | 0 | ||||
Purchase price contingent consideration, additions | 0 | 500 | ||||
Change in fair value of contingent consideration, net | 843 | |||||
Accretion of contingent earnout consideration (included within interest expense) | 0 | |||||
Settlements | (1,343) | |||||
Purchase price contingent consideration | 0 | 0 | 500 | $ 0 | ||
Major Earnout And Stock Earnout | Recurring | Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Purchase price contingent consideration | 0 | |||||
Purchase price contingent consideration, additions | 13,910 | |||||
Change in fair value of contingent consideration, net | (1,140) | |||||
Accretion of contingent earnout consideration (included within interest expense) | 4,990 | |||||
Settlements | 0 | |||||
Purchase price contingent consideration | 17,760 | 17,760 | 0 | |||
Provider Earnout | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Accretion of contingent earnout consideration (included within interest expense) | 100 | 100 | ||||
Provider Earnout | Recurring | Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Purchase price contingent consideration | 0 | |||||
Purchase price contingent consideration, additions | 4,823 | |||||
Change in fair value of contingent consideration, net | 0 | |||||
Accretion of contingent earnout consideration (included within interest expense) | 69 | |||||
Settlements | 0 | |||||
Purchase price contingent consideration | $ 4,892 | $ 4,892 | $ 0 | |||
[1] | Financial information has been recast to include results attributable to the acquisition of the Major Energy Companies from an affiliate on August 23, 2016. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions," respectively, for further discussion. | |||||
[2] | Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC by an affiliate on May 12, 2015. See Notes 2 "Basis of Presentation and Summary of Significant Accounting Policies" for further discussion. |
Accounting for Derivative Ins81
Accounting for Derivative Instruments - Narrative (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Collateral paid | $ 0 | $ 100,000 |
Accounting for Derivative Ins82
Accounting for Derivative Instruments - Volumetric Underlying Derivative Transactions (Details) | Dec. 31, 2016MWhMMBTU | Dec. 31, 2015MWhMMBTU |
Non-trading | Natural Gas | ||
Derivatives, Fair Value [Line Items] | ||
Net notional volume buy (sell) | 8,016 | 7,543 |
Non-trading | Natural Gas Basis | ||
Derivatives, Fair Value [Line Items] | ||
Net notional volume buy (sell) | 0 | 455 |
Non-trading | Electricity | ||
Derivatives, Fair Value [Line Items] | ||
Net notional volume buy (sell) | MWh | 3,958 | 1,187 |
Trading | Natural Gas | ||
Derivatives, Fair Value [Line Items] | ||
Net notional volume buy (sell) | (953) | 8 |
Trading | Natural Gas Basis | ||
Derivatives, Fair Value [Line Items] | ||
Net notional volume buy (sell) | (380) | (455) |
Accounting for Derivative Ins83
Accounting for Derivative Instruments - Gains (Losses) on Derivative Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) on derivatives, net | $ 22,407 | $ (18,497) | $ (14,535) |
Current period settlements on derivatives | (2,146) | 20,547 | (3,479) |
Non-trading | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) on derivatives, net | 22,254 | (18,423) | (8,713) |
Current period settlements on derivatives | (2,284) | 20,279 | (6,289) |
Non-trading | Censtar and Oasis | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) on derivatives, net | 1,000 | 3,400 | |
Non-trading | Provider Companies and Major Energy Companies | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) on derivatives, net | 25,600 | ||
Trading | Affiliated Entity | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) on derivatives, net | 0 | 203 | 1,509 |
Current period settlements on derivatives | 0 | 315 | (1,780) |
Cash flow hedges | Non-trading | Affiliated Entity | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Ineffectiveness gain (loss) | (288) | ||
Non-cash Flow hedges | Non-trading | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) on derivatives, net | 22,254 | (18,423) | (8,713) |
Current period settlements on derivatives | (2,284) | 20,279 | (6,289) |
Non-cash Flow hedges | Trading | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) on derivatives, net | 153 | (74) | (5,822) |
Current period settlements on derivatives | $ 138 | $ 268 | $ 2,810 |
Accounting for Derivative Ins84
Accounting for Derivative Instruments - Offsetting Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Commodity Contract | ||
Offsetting Assets [Line Items] | ||
Gross Assets | $ 28,145 | $ 1,000 |
Gross Amounts Offset | (16,718) | (395) |
Net Assets | 11,427 | 605 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 11,427 | 605 |
Commodity Contract, Current | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 20,271 | 1,000 |
Gross Amounts Offset | (11,927) | (395) |
Net Assets | 8,344 | 605 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 8,344 | 605 |
Non-trading Commodity Contract, Current | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 19,657 | 589 |
Gross Amounts Offset | (11,844) | (389) |
Net Assets | 7,813 | 200 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 7,813 | 200 |
Trading Commodity Contract, Current | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 614 | 411 |
Gross Amounts Offset | (83) | (6) |
Net Assets | 531 | 405 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 531 | 405 |
Commodity Contract, Noncurrent | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 7,874 | 0 |
Gross Amounts Offset | (4,791) | 0 |
Net Assets | 3,083 | 0 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 3,083 | 0 |
Non-trading Commodity Contract, Noncurrent | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 7,874 | 0 |
Gross Amounts Offset | (4,791) | 0 |
Net Assets | 3,083 | 0 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | $ 3,083 | $ 0 |
Accounting for Derivative Ins85
Accounting for Derivative Instruments - Offsetting Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Commodity Contract | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | $ (1,059) | $ (14,888) |
Gross Amounts Offset | 311 | 3,550 |
Net Liabilities | (748) | (11,338) |
Cash Collateral Offset | 0 | 100 |
Net Amount Presented | (748) | (11,238) |
Commodity Contract, Current | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (754) | (13,938) |
Gross Amounts Offset | 74 | 3,218 |
Net Liabilities | (680) | (10,720) |
Cash Collateral Offset | 0 | 100 |
Net Amount Presented | (680) | (10,620) |
Non-trading Commodity Contract, Current | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (662) | (13,618) |
Gross Amounts Offset | 69 | 3,151 |
Net Liabilities | (593) | (10,467) |
Cash Collateral Offset | 100 | |
Net Amount Presented | (593) | (10,367) |
Trading Commodity Contract, Current | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (92) | (320) |
Gross Amounts Offset | 5 | 67 |
Net Liabilities | (87) | (253) |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | (87) | (253) |
Commodity Contract, Noncurrent | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (305) | (950) |
Gross Amounts Offset | 237 | 332 |
Net Liabilities | (68) | (618) |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | (68) | (618) |
Non-trading Commodity Contract, Noncurrent | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (305) | (950) |
Gross Amounts Offset | 237 | 332 |
Net Liabilities | (68) | (618) |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | $ (68) | $ (618) |
Equity - Net Income and Income
Equity - Net Income and Income Tax on Non-controlling Interest (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Aug. 01, 2014 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Class of Stock [Line Items] | ||||||||
Net income allocated to non-controlling interest | $ 52,300 | $ 21,779 | ||||||
Income tax expense (benefit) allocated to non-controlling interest | 1,071 | (331) | ||||||
Net income attributable to non-controlling interest | $ 51,229 | [1] | $ 22,110 | [2] | $ (4,211) | |||
Spark HoldCo | ||||||||
Class of Stock [Line Items] | ||||||||
Economic interests percentage | 22.49% | 21.82% | 21.82% | 38.85% | 22.49% | |||
Spark HoldCo | NuDevco Retail and Retailco LLC | ||||||||
Class of Stock [Line Items] | ||||||||
Economic interests percentage | 61.15% | 77.51% | ||||||
[1] | Financial information has been recast to include results attributable to the acquisition of Major Energy Companies by an affiliate on April 15, 2016. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions," respectively, for further discussion. | |||||||
[2] | (2) Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC from an affiliate on May 12, 2015. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions", respectively, for further discussion. |
Equity - Common and Preferred S
Equity - Common and Preferred Stock - Narrative (Details) | Jan. 08, 2017shares | Oct. 05, 2016shares | Aug. 23, 2016shares | Aug. 01, 2016shares | Jun. 08, 2016shares | May 18, 2016shares | May 04, 2016shares | Apr. 01, 2016shares | Feb. 03, 2016shares | Sep. 30, 2016 | Dec. 31, 2016shares | Dec. 31, 2015shares |
Class of Stock [Line Items] | ||||||||||||
Number of shares of common stock exchanged (in shares) | 500,000 | 1,725,000 | 1,000,000 | |||||||||
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 | ||||||||||
Preferred stock, shares issued (in shares) | 0 | 0 | ||||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||||
Common Class A | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, shares outstanding (in shares) | 6,496,559 | 3,118,623 | ||||||||||
Common stock voting rights ratio | 1 | |||||||||||
Common Class B | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, shares outstanding (in shares) | 10,224,742 | 10,750,000 | ||||||||||
Common stock voting rights ratio | 1 | 1 | ||||||||||
Restricted Stock Units | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of shares vested (in shares) | 53,853 | 101,210 | 115,271 | |||||||||
Number of shares of common stock distributed to the holder of restricted stock units (in shares) | 81,864 | |||||||||||
Number of shares of common stock withheld to cover taxes owed on vested units (in shares) | 33,407 | |||||||||||
Common Stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of shares of common stock distributed to the holder of restricted stock units (in shares) | 43,683 | 77,814 | ||||||||||
Common Stock | Restricted Stock Units | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of shares of common stock withheld to cover taxes owed on vested units (in shares) | 10,170 | 23,396 | ||||||||||
Provider Companies | Common Class B | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of shares issued for acquisition (in shares) | 699,742 | |||||||||||
Major Energy Purchase Agreement | Common Class B | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of shares issued for acquisition (in shares) | 2,000,000 | |||||||||||
Censtar Convertible Debt | Common Class B | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of shares, irrevocable commitment to convert (in shares) | 383,090 | |||||||||||
Censtar Convertible Debt | Subsequent Event | Common Class B | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Number of shares, irrevocable commitment to convert (in shares) | 134,731 |
Equity - Earnings per Share (De
Equity - Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 7 Months Ended | 12 Months Ended | ||||
Jul. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Net income attributable to stockholders of Class A common stock | $ (21) | $ 14,444 | [1] | $ 3,865 | [2] | $ (54) |
Basic weighted average Class A common shares outstanding (in shares) | 5,701 | [1] | 3,064 | [2] | 3,000 | |
Basic EPS attributable to Spark Energy, Inc. stockholders (in dollars per share) | $ 2.53 | [1] | $ 1.26 | [2] | $ (0.02) | |
Effect of conversion of Class B common stock to shares of Class A common stock | $ 0 | $ 0 | ||||
Effect of conversion of convertible subordinated notes into shares of Class B common stock and shares of Class B common stock into shares of Class A common stock | (310) | (334) | ||||
Diluted net income attributable to stockholders of Class A common stock | $ 14,134 | $ 3,531 | ||||
Basic weighted average Class A common shares outstanding (in shares) | 5,701 | [1] | 3,064 | [2] | 3,000 | |
Effect of conversion of convertible subordinated notes into shares of Class B common stock and shares of Class B common stock into shares of Class A common stock (in shares) | 505 | 210 | ||||
Effect of dilutive restricted stock units (in shares) | 139 | 53 | ||||
Diluted weighted average shares outstanding (in shares) | 6,345 | [1] | 3,327 | [2] | 3,000 | |
Diluted EPS attributable to Spark Energy, Inc. stockholders (in dollars per share) | $ 2.23 | [1] | $ 1.06 | [2] | $ (0.02) | |
Common Class A | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Basic weighted average Class A common shares outstanding (in shares) | 5,701 | 3,064 | ||||
Basic weighted average Class A common shares outstanding (in shares) | 5,701 | 3,064 | ||||
Common Class B | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Effect of dilutive Class B common stock (in shares) | 0 | 0 | ||||
[1] | Financial information has been recast to include results attributable to the acquisition of Major Energy Companies by an affiliate on April 15, 2016. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions," respectively, for further discussion. | |||||
[2] | (2) Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC from an affiliate on May 12, 2015. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions", respectively, for further discussion. |
Equity - Classification of Asse
Equity - Classification of Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | [1] | Dec. 31, 2014 | Dec. 31, 2013 | |
Variable Interest Entity [Line Items] | ||||||
Goodwill | $ 79,147 | [1] | $ 18,379 | $ 0 | $ 0 | |
Variable Interest Entity, Primary Beneficiary | ||||||
Variable Interest Entity [Line Items] | ||||||
Total Liabilities | (180,670) | |||||
Cash and Cash Equivalents | Variable Interest Entity, Primary Beneficiary | ||||||
Variable Interest Entity [Line Items] | ||||||
Total Assets | 18,945 | |||||
Accounts Receivable | Variable Interest Entity, Primary Beneficiary | ||||||
Variable Interest Entity [Line Items] | ||||||
Total Assets | 112,491 | |||||
Intercompany Receivable | Variable Interest Entity, Primary Beneficiary | ||||||
Variable Interest Entity [Line Items] | ||||||
Total Assets | 65,866 | |||||
Other Current Assets | Variable Interest Entity, Primary Beneficiary | ||||||
Variable Interest Entity [Line Items] | ||||||
Total Assets | 197,302 | |||||
Goodwill | Variable Interest Entity, Primary Beneficiary | ||||||
Variable Interest Entity [Line Items] | ||||||
Goodwill | 79,147 | |||||
Deferred Tax Assets | Variable Interest Entity, Primary Beneficiary | ||||||
Variable Interest Entity [Line Items] | ||||||
Total Assets | 43,991 | |||||
Other Assets | Variable Interest Entity, Primary Beneficiary | ||||||
Variable Interest Entity [Line Items] | ||||||
Total Assets | 123,138 | |||||
Noncurrent Assets | Variable Interest Entity, Primary Beneficiary | ||||||
Variable Interest Entity [Line Items] | ||||||
Total Assets | 320,440 | |||||
Accounts Payable | Variable Interest Entity, Primary Beneficiary | ||||||
Variable Interest Entity [Line Items] | ||||||
Total Liabilities | (88,547) | |||||
Intercompany Payable, Current | Variable Interest Entity, Primary Beneficiary | ||||||
Variable Interest Entity [Line Items] | ||||||
Total Liabilities | (3,399) | |||||
Short-term Debt | Variable Interest Entity, Primary Beneficiary | ||||||
Variable Interest Entity [Line Items] | ||||||
Total Liabilities | (51,287) | |||||
Business Combination, Contingent Consideration, Liability, Current | Variable Interest Entity, Primary Beneficiary | ||||||
Variable Interest Entity [Line Items] | ||||||
Total Liabilities | (11,827) | |||||
Convertible Subordinated Notes | Variable Interest Entity, Primary Beneficiary | ||||||
Variable Interest Entity [Line Items] | ||||||
Total Liabilities | (6,582) | |||||
Other Current Liabilities | Variable Interest Entity, Primary Beneficiary | ||||||
Variable Interest Entity [Line Items] | ||||||
Total Liabilities | (9,932) | |||||
Current Liabilities | Variable Interest Entity, Primary Beneficiary | ||||||
Variable Interest Entity [Line Items] | ||||||
Total Liabilities | (164,776) | |||||
Subordinated Debt | Variable Interest Entity, Primary Beneficiary | ||||||
Variable Interest Entity [Line Items] | ||||||
Total Liabilities | (5,000) | |||||
Business Combination, Contingent Consideration, Liability, Noncurrent | Variable Interest Entity, Primary Beneficiary | ||||||
Variable Interest Entity [Line Items] | ||||||
Total Liabilities | (10,826) | |||||
Other Noncurrent Liabilities | Variable Interest Entity, Primary Beneficiary | ||||||
Variable Interest Entity [Line Items] | ||||||
Total Liabilities | (68) | |||||
Noncurrent Liabilities | Variable Interest Entity, Primary Beneficiary | ||||||
Variable Interest Entity [Line Items] | ||||||
Total Liabilities | $ (15,894) | |||||
[1] | See Note 4 "Equity" for disclosure of our variable interest entity in Spark HoldCo, LLC. |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | May 18, 2016 | May 04, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of maximum shares available for issuance | 1,375,000 | ||||
Stock-based compensation expense | $ 5.2 | $ 3.2 | $ 0.9 | ||
Income tax benefit related to stock-based compensation | $ 2.1 | 1.2 | 0.3 | ||
Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Forfeiture rate of restricted stock units | 6.00% | ||||
Number of shares vested (in shares) | 53,853 | 101,210 | 115,271 | ||
Number of shares of common stock distributed to the holder of restricted stock units (in shares) | 81,864 | ||||
Number of shares of common stock withheld to cover taxes owed on vested units (in shares) | 33,407 | ||||
Unrecognized compensation expense | $ 4.7 | ||||
Weighted average period | 2 years 10 months 15 days | ||||
Restricted Stock Units | General and Administrative Expense | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 2.3 | 2.2 | 0.5 | ||
Restricted Stock Units, Liability Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares vested (in shares) | 82,257 | ||||
Number of shares of common stock distributed to the holder of restricted stock units (in shares) | 71,072 | ||||
Number of shares of common stock withheld to cover taxes owed on vested units (in shares) | 11,185 | ||||
Unrecognized compensation expense | $ 2 | ||||
Weighted average period | 1 year 10 months 15 days | ||||
Other current liabilities related to restricted stock | $ 1.5 | ||||
Restricted Stock Units, Liability Awards | Other Current Liabilities | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Other current liabilities related to restricted stock | 0.7 | ||||
Restricted Stock Units, Liability Awards | General and Administrative Expense | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 3 | $ 1 | $ 0.3 | ||
Non-Employee Director | Restricted Stock Units, Liability Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 1 year | ||||
Officer, Employee, and Employee of Affiliates | Restricted Stock Units | Service Years, Group One | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
Officer, Employee, and Employee of Affiliates | Restricted Stock Units | Service Years, Group Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 4 years |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Unit Activity (Details) - $ / shares | May 18, 2016 | May 04, 2016 | Dec. 31, 2016 |
Restricted Stock Units | |||
Number of Shares (in thousands) | |||
Balance at beginning of period (in shares) | 285,000 | ||
Granted (in shares) | 153,000 | ||
Dividend reinvestment issuances (in shares) | 13,000 | ||
Vested (in shares) | (53,853) | (101,210) | (115,271) |
Forfeited (in shares) | (73,000) | ||
Balance at end of period (in shares) | 263,000 | ||
Weighted Average Grant Date Fair Value | |||
Balance at beginning of period (in dollars per share) | $ 16.33 | ||
Granted (in dollars per share) | 29.77 | ||
Dividend reinvestment issuances (in dollars per share) | 26.84 | ||
Vested (in dollars per share) | 27.66 | ||
Forfeited (in dollars per share) | 18.47 | ||
Balance at end of period (in dollars per share) | $ 19.13 | ||
Restricted Stock Units, Liability Awards | |||
Number of Shares (in thousands) | |||
Balance at beginning of period (in shares) | 100,000 | ||
Granted (in shares) | 106,000 | ||
Dividend reinvestment issuances (in shares) | 7,000 | ||
Vested (in shares) | (82,257) | ||
Forfeited (in shares) | (5,000) | ||
Balance at end of period (in shares) | 126,000 | ||
Weighted Average Grant Date Fair Value | |||
Balance at beginning of period (in dollars per share) | $ 20.72 | ||
Granted (in dollars per share) | 30.30 | ||
Dividend reinvestment issuances (in dollars per share) | 30.30 | ||
Vested (in dollars per share) | 27.18 | ||
Forfeited (in dollars per share) | 30.30 | ||
Balance at end of period (in dollars per share) | $ 30.30 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | Jun. 08, 2016 | Apr. 01, 2016 | Feb. 03, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 01, 2014 | |
Operating Loss Carryforwards [Line Items] | ||||||||
Income tax rate | 13.70% | 7.10% | ||||||
Statutory income rate | 35.00% | 34.00% | ||||||
Current deferred tax liabilities | $ 900,000 | |||||||
Net deferred tax asset | $ 54,109,000 | 22,527,000 | ||||||
Income tax penalties and interest expense | 0 | 0 | $ 0 | |||||
Income tax penalties and interest liability | 0 | 0 | 0 | |||||
Unrecognized tax benefits | 0 | 0 | $ 0 | |||||
Number of shares of common stock exchanged (in shares) | 500,000 | 1,725,000 | 1,000,000 | |||||
Deferred tax assets | [1] | 55,047,000 | 23,380,000 | |||||
Deferred tax liability | [1] | 938,000 | 853,000 | |||||
Federal | ||||||||
Operating Loss Carryforwards [Line Items] | ||||||||
Net operating loss carryforwards | 6,500,000 | |||||||
State | ||||||||
Operating Loss Carryforwards [Line Items] | ||||||||
Net operating loss carryforwards | 6,400,000 | |||||||
NuDevco | ||||||||
Operating Loss Carryforwards [Line Items] | ||||||||
Net deferred tax asset | $ 15,600,000 | |||||||
NuDevco | Tax Receivable Agreement | ||||||||
Operating Loss Carryforwards [Line Items] | ||||||||
Long-term liability | 49,900,000 | 20,700,000 | 20,700,000 | |||||
Long-term deferred tax asset | $ 7,900,000 | |||||||
Deferred Tax Assets, Gross, Noncurrent | $ 20,000,000 | |||||||
Retailco | Affiliated Entity | ||||||||
Operating Loss Carryforwards [Line Items] | ||||||||
Number of shares of common stock exchanged (in shares) | 500,000 | 1,725,000 | 1,000,000 | |||||
Deferred Tax Assets, Investment Purchase in Affiliate | $ 5,300,000 | $ 7,600,000 | $ 8,000,000 | |||||
Deferred Tax Liabilities, Gross, Noncurrent | 6,900,000 | 10,300,000 | $ 10,300,000 | |||||
Deferred Tax Assets, Gross, Noncurrent | $ 2,600,000 | $ 3,900,000 | ||||||
New Accounting Pronouncement, Early Adoption, Effect | Accounting Standards Update 2015-17 | ||||||||
Operating Loss Carryforwards [Line Items] | ||||||||
Deferred tax assets | 23,400,000 | |||||||
Deferred tax liability | $ 900,000 | |||||||
[1] | See Note 4 "Equity" for disclosure of our variable interest entity in Spark HoldCo, LLC. |
Income Taxes - Provision (Benef
Income Taxes - Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Current: | |||||
Federal | $ 5,361 | $ 268 | $ 0 | ||
State | 1,683 | (277) | 173 | ||
Total Current | 7,044 | (9) | 173 | ||
Deferred: | |||||
Federal | 2,944 | 1,820 | (957) | ||
State | 438 | 163 | (107) | ||
Total Deferred | 3,382 | 1,983 | (1,064) | ||
Provision (benefit) for income taxes | $ 10,426 | [1] | $ 1,974 | [2] | $ (891) |
[1] | Financial information has been recast to include results attributable to the acquisition of Major Energy Companies by an affiliate on April 15, 2016. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions," respectively, for further discussion. | ||||
[2] | (2) Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC from an affiliate on May 12, 2015. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions", respectively, for further discussion. |
Income Taxes - Income Tax Benef
Income Taxes - Income Tax Benefit Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Income Tax Disclosure [Abstract] | |||||
Expected provision at federal statutory rate | $ 26,635 | $ 9,503 | |||
Non-controlling interest | (17,740) | (7,356) | |||
State income taxes, net of federal income tax effect | 1,346 | (222) | |||
Other | 185 | 49 | |||
Provision (benefit) for income taxes | $ 10,426 | [1] | $ 1,974 | [2] | $ (891) |
[1] | Financial information has been recast to include results attributable to the acquisition of Major Energy Companies by an affiliate on April 15, 2016. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions," respectively, for further discussion. | ||||
[2] | (2) Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC from an affiliate on May 12, 2015. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions", respectively, for further discussion. |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Tax Assets: | ||
Investment in Spark HoldCo | $ 35,359 | $ 14,901 |
Benefit of TRA Liability | 19,705 | 7,876 |
Other | (17) | 2 |
Total deferred tax assets | 55,047 | 22,779 |
Deferred Tax Liabilities: | ||
Derivative liabilities | (1,849) | (613) |
Intangibles | (1,519) | (1,400) |
Property and equipment | (10) | (18) |
Federal net operating loss carryforward | 2,076 | 1,488 |
State net operating loss carryforward | 366 | 290 |
Other | (2) | 1 |
Total deferred tax liabilities | (938) | (252) |
Total deferred tax assets/liabilities | $ 54,109 | $ 22,527 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Aug. 01, 2016 | Jan. 19, 2016 | Dec. 31, 2016 | Sep. 30, 2016 |
Indirect Tax Audits | ||||
Loss Contingencies [Line Items] | ||||
Loss during the period | $ 1.8 | |||
Provider Companies | Pending Litigation | Halifax-American Energy Company, LLC et al v. Provider Power, LLC, Electricity N.H., LLC, Electricity Maine, LLC, Emile Clavet and Kevin Dean | ||||
Loss Contingencies [Line Items] | ||||
Litigation settlement amount | $ (0.6) | |||
Attorney fees | $ 0.3 | |||
Appeal bond | $ 1 | |||
Contingent liabilities | $ 1 |
Transactions with Affiliates (D
Transactions with Affiliates (Details) - USD ($) | Dec. 27, 2016 | Jan. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jul. 31, 2015 | Jul. 08, 2015 | |||
Related Party Transaction [Line Items] | ||||||||||
Accounts receivable - affiliates | [1] | $ 2,624,000 | $ 1,840,000 | |||||||
Accounts payable - affiliates | [1] | 3,775,000 | 1,962,000 | |||||||
Asset optimization revenues - affiliates | [3] | (586,000) | [2] | 1,494,000 | [4] | $ 2,318,000 | ||||
Cost of revenues | 133,600,000 | 152,600,000 | 282,300,000 | |||||||
Retail cost of revenues | [5] | 344,944,000 | [2] | 241,188,000 | [4] | 258,616,000 | ||||
General and administrative (less than) | [6] | 84,964,000 | [2] | 61,682,000 | [4] | 45,880,000 | ||||
Net capital distributions | 0 | [7] | 0 | [8] | 36,406,000 | |||||
Payments of Distributions to Affiliates | 0 | [7] | 0 | [8] | 47,554,000 | |||||
Contributions from NuDevco | 0 | [7] | 129,000 | [8] | 0 | |||||
Adjustments to Additional Paid in Capital, Disgorgement of Short-Swing Profit | 1,605,000 | |||||||||
Proceeds from disgorgement of stockholders short-swing profits | $ 941,000 | [7] | 0 | [8] | 0 | |||||
Tax receivable agreement, net cash savings, percentage | 15.00% | |||||||||
Subordinated debt—affiliate | [1] | $ 5,000,000 | 0 | |||||||
Convertible Debt | Censtar Convertible Debt | CenStar | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Issued amount | $ 2,100,000 | |||||||||
Convertible Debt | Oasis Note | Oasis | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Issued amount | $ 5,000,000 | |||||||||
Subordinated Debt | Retailco | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Subordinated borrowing, interest rate | 5.00% | |||||||||
Subordinated debt—affiliate | $ 25,000,000 | 0 | ||||||||
Subordinated debt, advances | $ 1,000,000 | |||||||||
Subordinated debt, interest rate on advances | 5.00% | |||||||||
Minimum availability under the borrowing base | $ 5,000,000 | |||||||||
Affiliated Entity | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Prepaid assets - affiliate | 0 | 210,000 | ||||||||
Asset optimization revenues - affiliates | 154,000 | 1,101,000 | 12,842,000 | |||||||
Cost of revenues | 30,910,000 | |||||||||
Cost of Revenue | 1,633,000 | 11,285,000 | 30,300,000 | |||||||
Retail cost of revenues | 9,000 | 17,000 | 13,000 | |||||||
Sales of electricity to affiliate | 0 | 0 | 2,170,000 | |||||||
General and administrative (less than) | 15,700,000 | 0 | 100,000 | |||||||
Affiliated Entity | Marlin Transportation Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Retail cost of revenues | 100,000 | 100,000 | 100,000 | |||||||
Affiliated Entity | Affiliate Derivative Instruments | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Cost of revenues | 0 | 600,000 | ||||||||
Affiliated Entity | Allocated Overhead Costs | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
General and administrative (less than) | 17,000,000 | 2,100,000 | 5,100,000 | |||||||
Affiliated Entity | Residual Commissions | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
General and administrative (less than) | 100,000 | 100,000 | ||||||||
NuDevco Retail and Retailco LLC | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Net capital distributions | 23,700,000 | $ 15,600,000 | $ 36,400,000 | |||||||
Contributions from NuDevco | 100,000 | |||||||||
NuDevco Retail and Retailco LLC | Payment of Income Taxes Incurred by the Company | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Payments of Distributions to Affiliates | $ 11,300,000 | |||||||||
NuDevco Retail Holdings and NuDevco Retail | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Tax receivable agreement, net cash savings, percentage | 85.00% | |||||||||
Tax receivable agreement, deferral period (in years) | 5 years | |||||||||
Tax receivable agreement, coverage percentage | 130.00% | |||||||||
Tax receivable agreement, target dividend (in dollars per share) | $ 0.3625 | |||||||||
Retailco | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Proceeds from disgorgement of stockholders short-swing profits | $ 900,000 | |||||||||
Retailco | Affiliated Entity | Allocated Overhead Costs | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
General and administrative (less than) | 14,700,000 | |||||||||
Retailco | Affiliated Entity | Property and Equipment Capitalized | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Property, Plant and Equipment, Additions | 1,300,000 | |||||||||
Retailco and NuDevco Retail | Tax Receivable Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Accounts payable - affiliates | 1,400,000 | |||||||||
Subsequent Event | Retailco | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Proceeds from disgorgement of stockholders short-swing profits | $ 700,000 | |||||||||
Additional Paid-In Capital | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Adjustments to Additional Paid in Capital, Disgorgement of Short-Swing Profit | $ 1,605,000 | |||||||||
[1] | See Note 4 "Equity" for disclosure of our variable interest entity in Spark HoldCo, LLC. | |||||||||
[2] | Financial information has been recast to include results attributable to the acquisition of Major Energy Companies by an affiliate on April 15, 2016. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions," respectively, for further discussion. | |||||||||
[3] | Net asset optimization revenues includes asset optimization (expense)/revenues—affiliates of $154, $1,101 and $12,842 for the years ended December 31, 2016, 2015 and 2014, respectively, and asset optimization revenues—affiliates cost of revenues of $1,633, $11,285 and $30,910 for the years ended December 31, 2016, 2015 and 2014, respectively. | |||||||||
[4] | (2) Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC from an affiliate on May 12, 2015. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions", respectively, for further discussion. | |||||||||
[5] | Retail cost of revenues includes retail cost of revenues—affiliates of $9, $17 and $13 for the years December 31, 2016, 2015 and 2014, respectively. | |||||||||
[6] | General and administrative includes general and administrative expense—affiliates of $15,700, $0 and less than $100 for the years ended December 31, 2016, 2015 and 2014, respectively. | |||||||||
[7] | Financial information has been recast to include results attributable to the acquisition of the Major Energy Companies from an affiliate on August 23, 2016. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions," respectively, for further discussion. | |||||||||
[8] | Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC by an affiliate on May 12, 2015. See Notes 2 "Basis of Presentation and Summary of Significant Accounting Policies" for further discussion. |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016USD ($)supplier | Dec. 31, 2015USD ($)suppliercustomer | Dec. 31, 2014USD ($)suppliercustomer | |
Segment Reporting [Abstract] | |||
Asset optimization revenue | $ | $ 133 | $ 154.1 | $ 284.6 |
Cost of revenues | $ | $ 133.6 | $ 152.6 | $ 282.3 |
Customer | Retail Natural Gas | |||
Segment Reporting Information [Line Items] | |||
Number of significant suppliers | supplier | 1 | 1 | |
Customer | Retail Natural Gas | Sales Revenue | |||
Segment Reporting Information [Line Items] | |||
Number of significant customers | customer | 1 | 1 | |
Customer | Retail Electricity | |||
Segment Reporting Information [Line Items] | |||
Number of significant suppliers | supplier | 2 | 1 | 1 |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||||
Reconciliation of Retail Gross Margin to Income before taxes | ||||||
Income (loss) before income tax expense | $ 76,099 | [1] | $ 27,949 | [2] | $ (5,156) | |
Interest and other income | (957) | [1] | (324) | [2] | (263) | |
Interest expense | 8,859 | [1] | 2,280 | [2] | 1,578 | |
Operating Income | 84,001 | [1] | 29,905 | [2] | (3,841) | |
Depreciation and amortization | [1] | 32,788 | 25,378 | 22,221 | ||
General and administrative | [3] | 84,964 | [1] | 61,682 | [2] | 45,880 |
Less: | ||||||
Net asset optimization revenues | [4] | (586) | [1] | 1,494 | [2] | 2,318 |
Net, Gain (losses) on non-trading derivative instruments | 22,407 | (18,497) | (14,535) | |||
Net, Cash settlements on non-trading derivative instruments | (2,146) | 20,547 | (3,479) | |||
Retail Gross Margin | 182,369 | 113,615 | 76,944 | |||
Non-trading | ||||||
Less: | ||||||
Net, Gain (losses) on non-trading derivative instruments | 22,254 | (18,423) | (8,713) | |||
Net, Cash settlements on non-trading derivative instruments | $ (2,284) | $ 20,279 | $ (6,289) | |||
[1] | Financial information has been recast to include results attributable to the acquisition of Major Energy Companies by an affiliate on April 15, 2016. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions," respectively, for further discussion. | |||||
[2] | (2) Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC from an affiliate on May 12, 2015. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions", respectively, for further discussion. | |||||
[3] | General and administrative includes general and administrative expense—affiliates of $15,700, $0 and less than $100 for the years ended December 31, 2016, 2015 and 2014, respectively. | |||||
[4] | Net asset optimization revenues includes asset optimization (expense)/revenues—affiliates of $154, $1,101 and $12,842 for the years ended December 31, 2016, 2015 and 2014, respectively, and asset optimization revenues—affiliates cost of revenues of $1,633, $11,285 and $30,910 for the years ended December 31, 2016, 2015 and 2014, respectively. |
Segment Reporting - Financial D
Segment Reporting - Financial Data (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||||
Segment Reporting Information [Line Items] | |||||||
Total Revenues | $ 546,697 | [1] | $ 358,153 | [2] | $ 322,876 | ||
Retail cost of revenues | [3] | 344,944 | [1] | 241,188 | [2] | 258,616 | |
Net asset optimization revenues | [4] | 586 | [1] | (1,494) | [2] | (2,318) | |
Net, Gain (losses) on non-trading derivative instruments | 22,407 | (18,497) | (14,535) | ||||
Current period settlements on non-trading derivatives | (2,146) | 20,547 | (3,479) | ||||
Retail gross margin | 182,369 | 113,615 | 76,944 | ||||
Total Assets | 376,168 | [5] | 162,234 | [5] | 138,397 | ||
Goodwill | 79,147 | [5] | 18,379 | [5] | 0 | $ 0 | |
Non-trading | |||||||
Segment Reporting Information [Line Items] | |||||||
Net, Gain (losses) on non-trading derivative instruments | 22,254 | (18,423) | (8,713) | ||||
Current period settlements on non-trading derivatives | (2,284) | 20,279 | (6,289) | ||||
Operating Segments | Retail Electricity | |||||||
Segment Reporting Information [Line Items] | |||||||
Total Revenues | 417,229 | 229,490 | 176,406 | ||||
Retail cost of revenues | 286,795 | 170,684 | 149,452 | ||||
Net asset optimization revenues | 0 | 0 | 0 | ||||
Retail gross margin | 118,136 | 60,255 | 32,617 | ||||
Total Assets | 577,695 | 150,245 | 46,848 | ||||
Goodwill | 76,617 | 16,476 | |||||
Operating Segments | Retail Electricity | Non-trading | |||||||
Segment Reporting Information [Line Items] | |||||||
Net, Gain (losses) on non-trading derivative instruments | 17,187 | (13,348) | (518) | ||||
Current period settlements on non-trading derivatives | (4,889) | 11,899 | (5,145) | ||||
Operating Segments | Retail Natural Gas | |||||||
Segment Reporting Information [Line Items] | |||||||
Total Revenues | 129,468 | 128,663 | 146,470 | ||||
Retail cost of revenues | 58,149 | 70,504 | 109,164 | ||||
Net asset optimization revenues | (586) | (1,494) | (2,318) | ||||
Retail gross margin | 64,233 | 53,360 | 44,327 | ||||
Total Assets | 242,739 | 113,583 | 101,711 | ||||
Goodwill | 2,530 | 1,903 | |||||
Operating Segments | Retail Natural Gas | Non-trading | |||||||
Segment Reporting Information [Line Items] | |||||||
Net, Gain (losses) on non-trading derivative instruments | 5,067 | (5,075) | (8,195) | ||||
Current period settlements on non-trading derivatives | 2,605 | 8,380 | (1,144) | ||||
Corporate and Other | |||||||
Segment Reporting Information [Line Items] | |||||||
Total Revenues | 0 | 0 | 0 | ||||
Retail cost of revenues | 0 | 0 | 0 | ||||
Net asset optimization revenues | 0 | 0 | 0 | ||||
Retail gross margin | 0 | 0 | 0 | ||||
Total Assets | 169,404 | 88,823 | 27,285 | ||||
Goodwill | 0 | 0 | |||||
Corporate and Other | Non-trading | |||||||
Segment Reporting Information [Line Items] | |||||||
Net, Gain (losses) on non-trading derivative instruments | 0 | 0 | 0 | ||||
Current period settlements on non-trading derivatives | 0 | 0 | 0 | ||||
Eliminations | |||||||
Segment Reporting Information [Line Items] | |||||||
Total Revenues | 0 | 0 | 0 | ||||
Retail cost of revenues | 0 | 0 | 0 | ||||
Net asset optimization revenues | 0 | 0 | 0 | ||||
Retail gross margin | 0 | 0 | 0 | ||||
Total Assets | (613,670) | (190,417) | (37,447) | ||||
Goodwill | 0 | 0 | |||||
Eliminations | Non-trading | |||||||
Segment Reporting Information [Line Items] | |||||||
Net, Gain (losses) on non-trading derivative instruments | 0 | 0 | 0 | ||||
Current period settlements on non-trading derivatives | $ 0 | $ 0 | $ 0 | ||||
[1] | Financial information has been recast to include results attributable to the acquisition of Major Energy Companies by an affiliate on April 15, 2016. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions," respectively, for further discussion. | ||||||
[2] | (2) Financial information has been recast to include results attributable to the acquisition of Oasis Power Holdings LLC from an affiliate on May 12, 2015. See Notes 2 and 3 "Basis of Presentation and Summary of Significant Accounting Policies" and "Acquisitions", respectively, for further discussion. | ||||||
[3] | Retail cost of revenues includes retail cost of revenues—affiliates of $9, $17 and $13 for the years December 31, 2016, 2015 and 2014, respectively. | ||||||
[4] | Net asset optimization revenues includes asset optimization (expense)/revenues—affiliates of $154, $1,101 and $12,842 for the years ended December 31, 2016, 2015 and 2014, respectively, and asset optimization revenues—affiliates cost of revenues of $1,633, $11,285 and $30,910 for the years ended December 31, 2016, 2015 and 2014, respectively. | ||||||
[5] | See Note 4 "Equity" for disclosure of our variable interest entity in Spark HoldCo, LLC. |
Customer Acquisitions (Details)
Customer Acquisitions (Details) | 3 Months Ended | ||
Mar. 31, 2015USD ($)contract | Dec. 31, 2014USD ($)agreementcontract | Dec. 31, 2016USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets paid and capitalized | $ 39,862 | ||
Customer Relationships | Northern California | |||
Finite-Lived Intangible Assets [Line Items] | |||
Residential and commercial natural gas contracts | contract | 9,500 | ||
Contract purchase price | $ 2,000,000 | ||
Amortization period | 3 years | ||
Customer Relationships | Connecticut | |||
Finite-Lived Intangible Assets [Line Items] | |||
Contract purchase price | $ 2,200,000 | ||
Amortization period | 3 years | ||
Number of purchase agreements | agreement | 2 | ||
Variable rate electricity contracts | contract | 12,500 | ||
Intangible assets paid and capitalized | $ 1,500,000 |
Equity Method Investment (Detai
Equity Method Investment (Details) - eREX Spark ¥ in Millions, $ in Millions | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2015USD ($) | Sep. 30, 2015JPY (¥) | Dec. 31, 2016USD ($)director | |
Schedule of Equity Method Investments [Line Items] | |||
Payments to acquire equity method investment | $ 1.4 | ¥ 156.4 | |
Ownership percentage | 20.00% | 20.00% | 20.00% |
Dividends distributed percentage | 30.00% | ||
Number of years dividend is paid thereafter | 4 years | ||
Number of Board of Directors | director | 4 | ||
Board of Director members' percentage | 25.00% | ||
Equity method investment | $ 2.3 | ||
Share in equity method investment loss (less than) | $ 0.9 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, $ in Millions | Mar. 16, 2017$ / shares | Jan. 31, 2017shares | Jan. 19, 2017$ / shares | Jan. 08, 2017shares | Oct. 05, 2016shares | Mar. 02, 2017USD ($)kWh |
Common Class A | Scenario, Forecast | ||||||
Subsequent Event [Line Items] | ||||||
Dividends paid (in dollars per share) | $ / shares | $ 0.3625 | |||||
Common Class A | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Dividends declared (in dollars per share) | $ / shares | $ 0.3625 | |||||
Common Class B | CenStar Note | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares, irrevocable commitment to convert (in shares) | 134,731 | |||||
Common Class B | CenStar Note | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares, irrevocable commitment to convert (in shares) | 134,731 | |||||
Common Class B | Oasis Note | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares, irrevocable commitment to convert (in shares) | 383,090 | |||||
National Gas & Electric, LLC | Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
RCEs | kWh | 190,000,000,000 | |||||
Payments to acquire RCEs | $ | $ 2.2 | |||||
National Gas & Electric, LLC | Subsequent Event | Scenario, Forecast | ||||||
Subsequent Event [Line Items] | ||||||
RCEs | kWh | 410,000,000,000 |