Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 03, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | SPKE | |
Entity Registrant Name | Spark Energy, Inc. | |
Entity Central Index Key | 0001606268 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Small Business | false | |
Entity Ex Transition Period | true | |
Class A Common Stock | ||
Class of Stock [Line Items] | ||
Entity Common Stock, Shares Outstanding | 14,141,872 | |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
Entity Common Stock, Shares Outstanding | 20,800,000 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 32,436,000 | $ 41,002,000 |
Restricted cash | 2,767,000 | 8,636,000 |
Accounts receivable, net of allowance for doubtful accounts of $3,323 at March 31, 2019 and $3,353 at December 31, 2018 | 130,887,000 | 150,866,000 |
Accounts receivable—affiliates | 2,631,000 | 2,558,000 |
Inventory | 235,000 | 3,878,000 |
Fair value of derivative assets | 2,203,000 | 7,289,000 |
Customer acquisition costs, net | 14,455,000 | 14,431,000 |
Customer relationships, net | 16,565,000 | 16,630,000 |
Deposits | 8,043,000 | 9,226,000 |
Renewable energy credit asset | 34,417,000 | 25,717,000 |
Other current assets | 11,031,000 | 11,747,000 |
Total current assets | 255,670,000 | 291,980,000 |
Property and equipment, net | 3,871,000 | 4,366,000 |
Fair value of derivative assets | 146,000 | 3,276,000 |
Customer acquisition costs, net | 4,736,000 | 3,893,000 |
Customer relationships, net | 27,319,000 | 26,429,000 |
Deferred tax assets | 27,261,000 | 27,321,000 |
Goodwill | 120,343,000 | 120,343,000 |
Other assets | 9,517,000 | 11,130,000 |
Total assets | 448,863,000 | 488,738,000 |
Current liabilities: | ||
Accounts payable | 54,515,000 | 69,631,000 |
Accounts payable—affiliates | 2,447,000 | 2,464,000 |
Accrued liabilities | 7,336,000 | 10,004,000 |
Renewable energy credit liability | 50,370,000 | 42,805,000 |
Fair value of derivative liabilities | 5,518,000 | 6,478,000 |
Current payable pursuant to tax receivable agreement—affiliates | 1,658,000 | 1,658,000 |
Current contingent consideration for acquisitions | 1,328,000 | 1,328,000 |
Other current liabilities | 1,037,000 | 647,000 |
Current portion of Note Payable | 5,900,000 | 6,936,000 |
Total current liabilities | 130,109,000 | 141,951,000 |
Long-term liabilities: | ||
Fair value of derivative liabilities | 5,284,000 | 106,000 |
Payable pursuant to tax receivable agreement—affiliates | 25,917,000 | 25,917,000 |
Long-term portion of Senior Credit Facility | 110,500,000 | 129,500,000 |
Subordinated debt—affiliate | 0 | 10,000,000 |
Other long-term liabilities | 545,000 | 212,000 |
Total liabilities | 272,355,000 | 307,686,000 |
Commitments and contingencies (Note 13) | ||
Series A Preferred Stock, par value $0.01 per share, 20,000,000 shares authorized, 3,707,256 shares issued and outstanding at March 31, 2019 and at December 31, 2018 | 90,758,000 | 90,758,000 |
Additional paid-in capital | 45,769,000 | 46,157,000 |
Accumulated other comprehensive (loss) income | (12,000) | 2,000 |
Retained earnings | 62,000 | 1,307,000 |
Treasury stock, at cost, 99,446 shares at March 31, 2019 and December 31, 2018 | (2,011,000) | (2,011,000) |
Total stockholders' equity | 44,159,000 | 45,806,000 |
Non-controlling interest in Spark HoldCo, LLC | 41,591,000 | 44,488,000 |
Total equity | 85,750,000 | 90,294,000 |
Total liabilities, Series A Preferred Stock and Stockholders' equity | 448,863,000 | 488,738,000 |
Class A common stock, par value $0.01 per share, 120,000,000 shares authorized, 14,241,318 issued, and 14,141,872 outstanding at March 31, 2019 and 14,178,284 issued and 14,078,838 outstanding at December 31, 2018 | ||
Common Stock | 142,000 | 142,000 |
Class B common stock, par value $0.01 per share, 60,000,000 shares authorized, 20,800,000 issued and outstanding at March 31, 2019 and December 31, 2018 | ||
Common Stock | $ 209,000 | $ 209,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 3,323 | $ 3,353 |
Preferred stock, par value per share (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) | 3,707,256 | 3,707,256 |
Preferred stock, shares outstanding (in shares) | 3,707,256 | 3,707,256 |
Treasury stock, at cost (in shares) | 99,446 | 99,446 |
Class A Common Stock | ||
Common stock, par value per share (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) | 14,241,318 | 14,178,284 |
Common stock, shares outstanding (in shares) | 14,141,872 | 14,078,838 |
Class B Common Stock | ||
Common stock, par value per share (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) | 20,800,000 | 20,800,000 |
Common stock, shares outstanding (in shares) | 20,800,000 | 20,800,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues: | ||
Retail revenues | $ 240,154 | $ 284,001 |
Net asset optimization revenues | 2,552 | 2,687 |
Total Revenues | 242,706 | 286,688 |
Operating Expenses: | ||
Retail cost of revenues | 195,255 | 289,876 |
General and administrative | 29,476 | 30,047 |
Depreciation and amortization | 12,155 | 13,019 |
Total Operating Expenses | 236,886 | 332,942 |
Operating income (loss) | 5,820 | (46,254) |
Other (expense)/income: | ||
Interest expense | (2,223) | (2,245) |
Interest and other income | 189 | 201 |
Total other expenses | (2,034) | (2,044) |
Income (loss) before income tax expense (benefit) | 3,786 | (48,298) |
Income tax expense (benefit) | 1,041 | (6,467) |
Net income (loss) | 2,745 | (41,831) |
Less: Net income (loss) attributable to non-controlling interests | 1,963 | (30,726) |
Net income (loss) attributable to Spark Energy, Inc. stockholders | 782 | (11,105) |
Less: Dividend on Series A Preferred Stock | 2,027 | 2,027 |
Net loss attributable to stockholders of Class A common stock | (1,245) | (13,132) |
Other comprehensive income (loss), net of tax: | ||
Currency translation loss | (35) | (83) |
Other comprehensive loss | (35) | (83) |
Comprehensive income (loss) | 2,710 | (41,914) |
Less: Comprehensive income (loss) attributable to non-controlling interests | 1,943 | (30,777) |
Comprehensive income (loss) attributable to Spark Energy, Inc. stockholders | $ 767 | $ (11,137) |
Net loss attributable to Spark Energy, Inc. per share of Class A common stock | ||
Basic (in dollars per share) | $ (0.09) | $ (1) |
Diluted (in dollars per share) | $ (0.09) | $ (1.04) |
Weighted average shares of Class A common stock outstanding | ||
Basic (in shares) | 14,135 | 13,136 |
Diluted (in shares) | 14,135 | 34,621 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Total Stockholders' Equity | Common StockClass A Common Stock | Common StockClass B Common Stock | Treasury Stock | Accumulated Other Comprehensive Loss | Additional Paid-in Capital | Retained Earnings (Deficit) | Non-controlling Interest |
Balance at beginning of period (in shares) at Dec. 31, 2017 | 13,235 | 21,485 | 99 | ||||||
Balance at beginning of period at Dec. 31, 2017 | $ 159,095 | $ 57,536 | $ 132 | $ 216 | $ (2,011) | $ (11) | $ 47,811 | $ 11,399 | $ 101,559 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock based compensation | 817 | 817 | 817 | ||||||
Restricted stock unit vesting (in shares) | 3 | ||||||||
Restricted stock unit vesting | (14) | (14) | (14) | ||||||
Consolidated net income | (41,831) | (11,105) | (11,105) | (30,726) | |||||
Foreign currency translation adjustment for equity method investee | (83) | (32) | (32) | (51) | |||||
Distributions paid to non-controlling unit holders | (4,822) | (4,822) | |||||||
Dividends paid to Class A common stockholders ($0.18125 per share) | (2,381) | (2,381) | (2,381) | ||||||
Changes in ownership interest | 0 | (714) | (714) | 714 | |||||
Dividends to Preferred Stock | (2,027) | (2,027) | (2,027) | ||||||
Balance at end of period (in shares) at Mar. 31, 2018 | 13,238 | 21,485 | 99 | ||||||
Balance at end of period at Mar. 31, 2018 | 108,754 | 42,080 | $ 132 | $ 216 | $ (2,011) | (43) | 47,900 | (4,114) | 66,674 |
Balance at beginning of period (in shares) at Dec. 31, 2018 | 14,178 | 20,800 | 99 | ||||||
Balance at beginning of period at Dec. 31, 2018 | 90,294 | 45,806 | $ 142 | $ 209 | $ (2,011) | 2 | 46,157 | 1,307 | 44,488 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Stock based compensation (in shares) | 63 | ||||||||
Stock based compensation | 1,071 | 1,071 | 1,071 | ||||||
Consolidated net income | 2,745 | 782 | 782 | 1,963 | |||||
Foreign currency translation adjustment for equity method investee | (35) | (14) | (14) | (21) | |||||
Distributions paid to non-controlling unit holders | (3,770) | ||||||||
Dividends paid to Class A common stockholders ($0.18125 per share) | (2,564) | (2,564) | (2,564) | 0 | |||||
Changes in ownership interest | 0 | 1,059 | 1,059 | (1,059) | |||||
Dividends to Preferred Stock | (2,027) | (2,027) | 0 | (2,027) | |||||
Proceeds from disgorgement of stockholder short-swing profits | 46 | 46 | 46 | ||||||
Acquisition of Customers from Affiliate | (10) | (10) | |||||||
Balance at end of period (in shares) at Mar. 31, 2019 | 14,241 | 20,800 | 99 | ||||||
Balance at end of period at Mar. 31, 2019 | $ 85,750 | $ 44,159 | $ 142 | $ 209 | $ (2,011) | $ (12) | $ 45,769 | $ 62 | $ 41,591 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Class A Common Stock | ||
Dividends paid to Class A common stockholders (in dollars per share) | $ 0.18125 | $ 0.18125 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jan. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||||
Net income (loss) | $ 2,745 | $ (41,831) | ||
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities: | ||||
Depreciation and amortization expense | 12,159 | 11,632 | ||
Deferred income taxes | 59 | (6,549) | ||
Stock based compensation | 1,172 | 1,131 | ||
Amortization of deferred financing costs | 268 | 295 | ||
Bad debt expense | 3,849 | 2,423 | ||
Loss on derivatives, net | 19,541 | 36,542 | ||
Current period cash settlements on derivatives, net | (7,106) | 16,442 | ||
Other | (137) | (248) | ||
Changes in assets and liabilities: | ||||
Decrease in accounts receivable | 16,129 | 9,737 | ||
(Increase) decrease in accounts receivable—affiliates | (73) | 354 | ||
Decrease in inventory | 3,643 | 4,070 | ||
Increase in customer acquisition costs | (5,789) | (4,274) | ||
Increase in prepaid and other current assets | (5,692) | (22,719) | ||
Increase in other assets | (102) | (58) | ||
Decrease in accounts payable and accrued liabilities | (11,322) | (9,091) | ||
Decrease in accounts payable—affiliates | (18) | (572) | ||
Increase (decrease) in other current liabilities | 390 | (6,653) | ||
Increase (decrease) in other non-current liabilities | 333 | (171) | ||
Net cash provided by (used in) operating activities | 30,049 | (9,540) | ||
Cash flows from investing activities: | ||||
Purchases of property and equipment | (254) | (754) | ||
Acquisition of Starion customers | (5,869) | 0 | ||
Acquisition of HIKO | 0 | (15,041) | ||
Net cash used in investing activities | (6,123) | (15,795) | ||
Cash flows from financing activities: | ||||
Proceeds from issuance of Series A Preferred Stock, net of issuance costs paid | $ 48,900 | 0 | 48,490 | |
Borrowings on notes payable | 64,500 | 83,800 | ||
Payments on notes payable | (93,500) | (102,550) | ||
Payment of the Major Energy Companies Earnout | 0 | (1,607) | ||
Payments on the Verde promissory note | (1,036) | (3,261) | ||
Proceeds from disgorgement of stockholders short-swing profits | 46 | 244 | ||
Payment of dividends to Class A common stockholders | (2,564) | (2,381) | ||
Payment of distributions to non-controlling unitholders | (3,770) | (4,822) | ||
Payment of Dividends to Preferred Stock | (2,027) | (932) | ||
Payment to affiliates for acquisition of customer book | (10) | 0 | ||
Net cash (used in) provided by financing activities | (38,361) | 16,981 | ||
Decrease in Cash and cash equivalents | (14,435) | (8,354) | ||
Cash and cash equivalents and Restricted cash—beginning of period | $ 29,419 | 49,638 | 29,419 | $ 29,419 |
Cash and cash equivalents and Restricted cash—end of period | 35,203 | 21,065 | $ 49,638 | |
Non-cash items: | ||||
Property and equipment purchase accrual | 2 | 180 | ||
Cash paid (received) during the period for: | ||||
Interest | 2,099 | 1,854 | ||
Taxes | $ (3,147) | $ 1,268 |
Formation and Organization
Formation and Organization | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Formation and Organization | 1. Formation and Organization Organization We are 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. Spark Energy, Inc. (the "Company") is a holding company whose sole material asset consists of units in Spark HoldCo, LLC (“Spark HoldCo”). 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. Spark HoldCo is the direct and indirect owner of the subsidiaries through which we operate. We conduct our business through several brands across our service areas, including Electricity Maine, Electricity N.H., Major Energy, Provider Power Massachusetts, Respond Power, Spark Energy, and Verde Energy. Emerging Growth Company Status 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 the earliest of (i) the date on which the Company issues more than $1.0 billion of non-convertible debt over a three-year period; or (ii) the last day of 2019. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements (“interim statements”) of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC") as it applies to interim financial statements. This information should be read along with our consolidated financial statements and notes contained in our annual report on Form 10-K for the year ended December 31, 2018 . Our unaudited condensed consolidated financial statements are presented on a consolidated basis and include 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 unaudited condensed consolidated financial statements. Immaterial Corrections to Prior Year Financial Information The condensed consolidated income statements and our statements of changes in stockholders' equity reflect immaterial adjustments to the historical balances in additional paid-in capital, non-controlling interest, retained earnings, net (loss) income attributable to non-controlling interest, and earnings per share for the three months ended March 31, 2018. We made these adjustments in accordance with GAAP, to reflect the amounts the owners of our Class A and Class B common stock would receive, respectively, if the assets of our subsidiary, Spark HoldCo, were sold and its liabilities were settled at their recorded book values as of each balance sheet date. In addition, we adjusted income for the three months ended March 31, 2018 to make certain immaterial corrections to the allocation of income between non-controlling interests and income available for common shareholders. Our adjustments had no impact on the manner in which distributions were paid during the three months ended March 31, 2018. The Company evaluated the materiality of the errors from quantitative and qualitative perspectives, and concluded that the errors were immaterial to the Company’s prior period interim and annual consolidated financial statements. Since the revision was not material to the prior period interim or annual consolidated financial statements, no amendments to previously filed interim or annual periodic reports were required. Consequently, the Company revised the historical condensed consolidated financial information presented herein. Below are amounts as reported and as adjusted for each year presented (in thousands): March 31, 2018 As Reported Adjustments As Adjusted Additional paid-in capital $ 27,717 $ 20,183 $ 47,900 Retained earnings (5,726 ) 1,612 (4,114 ) Total Stockholders' Equity 20,285 21,795 42,080 Non-controlling interest in Spark HoldCo, LLC 90,677 (24,003 ) 66,674 Total equity 110,962 (2,208 ) 108,754 Total liabilities, Series A Preferred Stock and Stockholders' equity 493,905 (2,208 ) 491,697 Net loss attributable to stockholders of Class A common stock (14,353 ) 1,221 (13,132 ) Net loss attributable to non-controlling interests (29,505 ) (1,221 ) (30,726 ) Net income attributable to Spark Energy, Inc. per share of Class A common stock Basic (1.09 ) 0.09 (1.00 ) Diluted (1.09 ) 0.05 (1.04 ) 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 condensed consolidated financial statements. Use of Estimates and Assumptions The preparation of our condensed 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 interim financial statements and the reported amounts of revenues and expenses during the period. Actual results could materially differ from those estimates. Relationship with our Founder and Majority Shareholder W. Keith Maxwell, III (our "Founder") is the owner of a majority of the voting power of our common stock through his ownership of NuDevco Retail, LLC ("NuDevco Retail") and Retailco, LLC ("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 LLC ("NuDevco Retail Holdings"), which is a wholly owned subsidiary of Electric HoldCo, LLC, which is also a wholly owned subsidiary of TxEx. New Accounting Standards Recently Adopted There have been no changes to our significant accounting policies as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018 , except as follows: In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 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, including goodwill. 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. We adopted ASU 2017-04 effective January 1, 2019, and the adoption of this standard did not have a material impact on the Company's consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting ("ASU 2018-07"). ASU 2018-07 primarily expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. We adopted ASU 2018-07 effective January 1, 2019, and the adoption of this standard did not have a material impact on the Company's consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). Under this new guidance, lessees will be required to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of greater than twelve months. The guidance requires qualitative disclosures along with certain specific quantitative disclosures for both lessees and lessors. The FASB issued ASU No. 2018-10, Codification Improvements to Topic 842 , Leases (“ASU 2018-10”), and ASU No. 2018-11, Leases (Topic 842): Targeted Improvements (“ASU 2018-11”), Leases (Topic 842): Codification Improvements (“ASU 2019-01”) to provide additional guidance for the adoption of Topic 842. The ASU and its related amendments are effective for fiscal years beginning after December 15, 2018, with early adoption permitted, and are 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 with an option to use certain practical expedients, which we expect to use. We evaluated the impact of this new guidance and reviewed lease or possible lease contracts and evaluated contract related processes. We adopted ASU 2016-02 effective January 1, 2019, and recorded right-of-use assets and liabilities for our real estate operating leases of approximately $1.0 million . |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | 3. Revenues Our revenues are derived primarily from the sale of natural gas and electricity to customers, including affiliates. Revenue is measured based upon the quantity of gas or power delivered at prices contained or referenced in the customer's contract, and excludes any sales incentives (e.g. rebates) and amounts collected on behalf of third parties (e.g. sales tax). Our revenues also include asset optimization activities. Asset optimization activities consist primarily of purchases and sales of gas that meet the definition of trading activities per FASB ASC Topic 815, Derivatives and Hedging. They are therefore excluded from the scope of Revenue from Contracts with Customers (Topic 606). The following is a description of our principal revenue generating activities. Retail Electricity Revenues for electricity sales are recognized under the accrual method when our performance obligation to a customer is satisfied, which is the point in time when the product is delivered and control of the product passes to the customer. Electricity products may be sold as fixed or variable rate products. The typical length of a contract to provide electricity is 12 months. Customers are billed and typically pay at least monthly, based on usage. 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 residential and commercial customer usage. Unbilled revenues are calculated by multiplying these volume estimates by the applicable rate by customer class (residential or commercial). Estimated amounts are adjusted when actual usage is known and billed. Retail Natural Gas Revenues for natural gas sales are recognized under the accrual method when our performance obligation to a customer is satisfied, which is the point in time when the product is delivered and control of the product passes to the customer. Natural gas products may be sold as fixed-price or variable-price products. The typical length of a contract to provide natural gas is 12 months. Customers are billed and typically pay at least monthly, based on usage. Natural gas sales that have been delivered but not billed by period end are estimated and recorded as accrued unbilled revenues 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 residential and commercial customer usage. Unbilled revenues are calculated by multiplying these volume estimates by the applicable rate by customer class (residential or commercial). Estimated amounts are adjusted when actual usage is known and billed. The following table discloses revenue by primary geographical market, customer type, and customer credit risk profile (in thousands). The table also includes a reconciliation of the disaggregated revenue to revenue by reportable segment (in thousands). Reportable Segments Three Months Ended March 31, 2019 Three Months Ended March 31, 2018 Retail Electricity Retail Natural Gas Total Reportable Segments Retail Electricity Retail Natural Gas Total Reportable Segments Primary markets (a) New England $ 76,234 $ 8,528 $ 84,762 $ 101,098 $ 9,351 $ 110,449 Mid-Atlantic 66,811 21,369 88,180 77,555 25,931 103,486 Midwest 22,107 20,489 42,596 17,835 19,258 37,093 Southwest 16,940 7,676 24,616 24,411 8,562 32,973 $ 182,092 $ 58,062 $ 240,154 $ 220,899 $ 63,102 $ 284,001 Customer type Commercial $ 67,235 $ 19,867 $ 87,102 $ 96,893 $ 24,299 $ 121,192 Residential 124,768 41,095 165,863 147,994 45,729 193,723 Unbilled revenue (b) (9,911 ) (2,900 ) (12,811 ) (23,988 ) (6,926 ) (30,914 ) $ 182,092 $ 58,062 $ 240,154 $ 220,899 $ 63,102 $ 284,001 Customer credit risk POR $ 128,937 $ 28,979 $ 157,916 $ 157,001 $ 36,770 $ 193,771 Non-POR 53,155 29,083 82,238 63,898 26,332 90,230 $ 182,092 $ 58,062 $ 240,154 $ 220,899 $ 63,102 $ 284,001 (a) The primary markets noted above include the following states: • New England - Connecticut, Maine, Massachusetts, New Hampshire; • Mid-Atlantic - Delaware, Maryland (including the District of Colombia), New Jersey, New York and Pennsylvania; • Midwest - Illinois, Indiana, Michigan and Ohio; and • Southwest - Arizona, California, Colorado, Florida, Nevada, and Texas. (b) Unbilled revenue is recorded in total until it is actualized, at which time it is categorized between commercial and residential customers. We record gross receipts taxes on a gross basis in retail revenues and retail cost of revenues. During the three months ended March 31, 2019 and 2018 , our retail revenues included gross receipts taxes of $0.4 million and $0.4 million , respectively. During the three months ended March 31, 2019 and 2018 , our retail cost of revenues included gross receipts taxes of $2.7 million and $2.8 million , respectively. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisitions Acquisition of HIKO In March 2018, we entered into a Membership Interest Purchase Agreement under which we acquired all of the membership interests of HIKO Energy, LLC ("HIKO"), a New York limited liability company, for a total purchase price of $6.0 million in cash, plus working capital. At the time of acquisition, HIKO had a total of approximately 29,000 RCEs located in 42 markets in seven states. The acquisition was accounted for under the acquisition method. Our preliminary allocation of the purchase price was based upon the estimated fair value of the tangible and identified intangible assets acquired and liabilities assumed in the acquisition. The preliminary allocation was made based on management’s best estimates, and supported by independent third-party analyses. The allocation of the purchase consideration is as follows (in thousands): Reported as of December 31, 2018 Cash and restricted cash $ 375 Intangible assets — customer relationships 6,031 Net working capital, net of cash acquired 8,465 Fair value of derivative liabilities (205 ) Total $ 14,666 Acquisition from Related Parties In March 2018, we entered into an asset purchase agreement with an affiliate pursuant to which we agreed to acquire up to 50,000 RCEs for a cash purchase price of $250 for each RCE, or up to $12.5 million in the aggregate. These customers began transferring after April 1, 2018 and are located in 24 markets in eight states. For the year ended December 31, 2018, we paid $8.8 million under the terms of the purchase agreement for approximately 35,000 RCEs. We do not anticipate any additional customer transfers or consideration will be paid on this transaction. The acquisition was treated as a transfer of assets between entities under common control, and accordingly, the assets were recorded at our affiliate's historical value at the date of transfer, which was $1.7 million . The transaction resulted in $7.1 million recorded in equity as a net distribution to affiliate as of December 31, 2018. Of the $8.8 million paid to our affiliate, $1.7 million was an investing cash outflow and remaining $7.1 million was deemed a distribution to our non-controlling interest and classified as financing activity. Acquisitions of Customer Books In October 2018, we entered into an asset purchase agreement pursuant to which we agreed to acquire up to 60,000 RCEs from Starion Energy Inc., Starion Energy NY Inc. and Starion Energy PA Inc. (collectively "Starion") for a cash purchase price of up to a maximum of $10.7 million . These customers began transferring in December 2018, and are located in our existing markets. As of March 31, 2019 , a total of $7.9 million was paid under the terms of the purchase agreement for approximately 51,000 RCEs. As part of the acquisition, we funded an escrow account, the balance of which is reflected as restricted cash in our consolidated balance sheet. As of March 31, 2019 and December 31, 2018 , the balance in the escrow account was $2.8 million and $8.6 million , respectively, and these funds are expected to be released to the seller as any remaining acquired customers transfer from the seller to the Company in accordance with the asset purchase agreement, and any unallocated balance will be returned to the Company once the acquisition is complete. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Equity | 5. Equity Non-controlling Interest We hold an economic interest and are the sole managing member in Spark HoldCo, with affiliates of our Founder and majority shareholder holding the remaining economic interests in Spark HoldCo. As a result, we consolidate the financial position and results of operations of Spark HoldCo and reflect the economic interests owned by these affiliates as a non-controlling interest. The Company and affiliates owned the following economic interests in Spark HoldCo at December 31, 2018 and March 31, 2019 , respectively. The Company Affiliated Owners December 31, 2018 40.53 % 59.47 % March 31, 2019 40.64 % 59.36 % The following table summarizes the portion of net income (loss) and income tax expense (benefit) attributable to non-controlling interest (in thousands): Three Months Ended March 31, 2019 2018 Net income (loss) allocated to non-controlling interest $ 993 $ (31,109 ) Income tax benefit allocated to non-controlling interest (970 ) (383 ) Net income (loss) attributable to non-controlling interest $ 1,963 $ (30,726 ) Class A Common Stock and Class B Common Stock Holders of the Company's 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. Dividends declared for the Company's Class A common stock are reported as a reduction of retained earnings, or a reduction of additional paid in capital to the extent retained earnings are exhausted. During the three months ended March 31, 2019 , we paid $6.3 million in dividends to the holders of the Company's Class A common stock and Class B common stock. 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 interests. Diluted earnings per share is similarly calculated except that the denominator is increased by potentially dilutive securities. The following table presents the computation of basic and diluted loss per share for the three months ended March 31, 2019 and 2018 (in thousands, except per share data): Three Months Ended March 31, 2019 2018 Net income (loss) attributable to Spark Energy, Inc. stockholders $ 782 $ (11,105 ) Less: Dividend on Series A preferred stock 2,027 2,027 Net loss attributable to stockholders of Class A common stock $ (1,245 ) $ (13,132 ) Basic weighted average Class A common shares outstanding 14,135 13,136 Basic loss per share attributable to stockholders $ (0.09 ) $ (1.00 ) Net loss attributable to stockholders of Class A common stock $ (1,245 ) $ (13,132 ) Effect of conversion of Class B common stock to shares of Class A common stock — (22,799 ) Diluted net loss attributable to stockholders of Class A common stock $ (1,245 ) $ (35,931 ) Basic weighted average Class A common shares outstanding 14,135 13,136 Effect of dilutive Class B common stock — 21,485 Effect of dilutive restricted stock units — — Diluted weighted average shares outstanding 14,135 34,621 Diluted loss per share attributable to stockholders $ (0.09 ) $ (1.04 ) The computation of diluted earnings per share for the three months ended March 31, 2019 excludes 20.8 million shares of Class B common stock and 1.2 million restricted stock units because the effect of their conversion was antidilutive. The Company's outstanding shares of Series A Preferred Stock were not included in the calculation of diluted earnings per share because they contain only contingent redemption provisions that have not occurred. Variable Interest Entity Spark HoldCo is a variable interest entity due to its lack of rights to participate in significant financial and operating decisions and its inability to dissolve or otherwise remove its management. Spark HoldCo owns all of the outstanding membership interests in each of our operating subsidiaries. We are the sole managing member of Spark HoldCo, manage Spark HoldCo's operating subsidiaries through this managing membership interest, and are considered the primary beneficiary of Spark HoldCo. The assets of Spark HoldCo cannot be used to settle our obligations except through distributions to us, and the liabilities of Spark HoldCo cannot be settled by us except through contributions to Spark HoldCo. The following table includes the carrying amounts and classification of the assets and liabilities of Spark HoldCo that are included in our condensed consolidated balance sheet as of March 31, 2019 and December 31, 2018 (in thousands): March 31, 2019 December 31, 2018 Assets Current assets: Cash and cash equivalents $ 32,340 $ 36,724 Accounts receivable 130,887 150,866 Other current assets 87,641 92,963 Total current assets 250,868 280,553 Non-current assets: Goodwill 120,343 120,343 Other assets 43,653 47,159 Total non-current assets 163,996 167,502 Total Assets $ 414,864 $ 448,055 Liabilities Current liabilities: Accounts payable and accrued liabilities $ 61,569 $ 79,692 Contingent consideration 1,328 1,328 Other current liabilities 65,272 59,330 Total current liabilities 128,169 140,350 Long-term liabilities: Long-term portion of Senior Credit Facility 110,500 129,500 Subordinated debt — affiliate — 10,000 Other long-term liabilities 5,830 319 Total long-term liabilities 116,330 139,819 Total Liabilities $ 244,499 $ 280,169 |
Preferred Stock
Preferred Stock | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Preferred Stock | 6. Preferred Stock During the year ended December 31, 2018, we issued an aggregate of 2,917 shares of Series A Preferred Stock under an at-the-market issuance sales agreement (the "ATM Agreement"). We received net proceeds of $0.1 million and paid compensation to the sales agent of less than $0.1 million with respect to these sales. In January 2018, we issued 2,000,000 shares of Series A Preferred Stock, plus accumulated and unpaid dividends, at a price to the public of $25.25 per share. The Company received approximately $48.9 million ( $24.45 per share) in net proceeds from the offering, after deducting underwriting discounts and commissions and a structuring fee. Offering expenses of $0.5 million were recorded as a reduction to the carrying value of the Series A Preferred Stock. Holders of the Series A Preferred Stock have no voting rights, except in specific circumstances of delisting or in the case the dividends are in arrears as specified in the Series A Preferred Stock Certificate of Designations. The Series A Preferred Stock accrue dividends at an annual percentage rate of 8.75% , and the liquidation preference provisions of the Series A Preferred Stock are considered contingent redemption provisions because there are rights granted to the holders of the Series A Preferred Stock that are not solely within our control upon a change in control of the Company. Accordingly, the Series A Preferred Stock is presented between liabilities and the equity sections in the accompanying condensed consolidated balance sheet. During the three months ended March 31, 2019 , we paid $2.0 million in dividends to holders of the Series A Preferred Stock. As of March 31, 2019 , we had accrued $2.0 million related to dividends to holders of the Series A Preferred Stock. This dividend was paid on April 15, 2019 . A summary of our preferred equity balance for the three months ended March 31, 2019 is as follows: (in thousands) Balance at December 31, 2018 $ 90,758 Accumulated dividends on Series A Preferred Stock — Balance at March 31, 2019 $ 90,758 |
Derivative Instruments
Derivative Instruments | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 7. Derivative Instruments We are exposed to the impact of market fluctuations in the price of electricity and natural gas, basis differences in the price of natural gas, storage charges, RECs, capacity charges from independent system operators, and other ancillary costs. We use derivative instruments in an effort to manage our cash flow exposure to these risks. These instruments are not designated as hedges for accounting purposes; and, accordingly, changes in the market value of these derivative instruments are recorded in the cost of revenues. As part of our strategy to optimize pricing in our natural gas related activities, we also manage a portfolio of commodity derivative instruments held for trading purposes. Our commodity trading activities are subject to limits within our 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 our condensed consolidated balance sheets when the derivative instruments are executed with the same counterparty under a master netting arrangement. Our 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 third parties. To the extent we have 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 March 31, 2019 and December 31, 2018 , we had paid zero in collateral. The specific types of derivative instruments we may execute to manage the commodity price risk include the following: • Forward contracts, which commit us to purchase or sell energy commodities in the future; • Futures contracts, which are exchange-traded standardized commitments to purchase or sell a commodity or financial instrument; • Swap agreements, which require payments to or from counterparties based upon the differential between two prices for a predetermined notional quantity; and • Option contracts, which convey to the option holder the right but not the obligation to purchase or sell a commodity. The Company has entered into other energy-related contracts that do not meet the definition of a derivative instrument or for which we made a normal purchase, normal sale election 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. Interest Rate Swaps In 2018, we entered into two interest rate swap agreements to manage interest rate risk. The interest rate swap agreements were not designated as hedges for accounting purposes. As such, all changes in fair value were recognized in earnings, within interest and other income. As of March 31, 2019 , the notional amount of the interest swap was $10.0 million . A fair value liability of less than $0.1 million was recorded in other current liabilities on the condensed consolidated balance sheet as of March 31, 2019 . Volumes Underlying Derivative Transactions The following table summarizes the net notional volumes of our open derivative financial instruments accounted for at fair value, broken out by commodity. Positive amounts represent net buys while bracketed amounts are net sell transactions (in thousands): Non-trading Commodity Notional March 31, 2019 December 31, 2018 Natural Gas MMBtu 6,543 8,176 Natural Gas Basis MMBtu 77 115 Electricity MWh 7,791 6,781 Trading Commodity Notional March 31, 2019 December 31, 2018 Natural Gas MMBtu 499 188 Natural Gas Basis MMBtu — (380 ) (Losses) Gains on Derivative Instruments (Losses) gains on derivative instruments, net and current period settlements on derivative instruments were as follows for the periods indicated (in thousands): Three Months Ended March 31, 2019 2018 Loss on non-trading derivatives, net $ (19,803 ) $ (36,712 ) Gain on trading derivatives, net 262 170 Loss on derivatives, net (19,541 ) (36,542 ) Current period settlements on non-trading derivatives (1) (2) 8,125 (14,882 ) Current period settlements on trading derivatives (100 ) (655 ) Total current period settlements on derivatives $ 8,025 $ (15,537 ) (1) Excludes settlements of less than $0.1 million and $(0.8) million , respectively, for the three months ended March 31, 2019 and 2018 related to non-trading derivative liabilities assumed in various acquisitions. (2) Excludes settlements of $(0.9) million and zero , respectively, for the three months ended March 31, 2019 and 2018 related to power call options. 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 condensed consolidated statements of operations. Fair Value of Derivative Instruments The following tables summarize the fair value and offsetting amounts of our derivative instruments by counterparty and collateral received or paid (in thousands): March 31, 2019 Description Gross Assets Gross Net Assets Cash Net Amount Non-trading commodity derivatives $ 17,918 $ (15,837 ) $ 2,081 $ — $ 2,081 Trading commodity derivatives 249 (127 ) 122 — 122 Total Current Derivative Assets 18,167 (15,964 ) 2,203 — 2,203 Non-trading commodity derivatives 818 (818 ) — — — Trading commodity derivatives 205 (59 ) 146 — 146 Total Non-current Derivative Assets 1,023 (877 ) 146 — 146 Total Derivative Assets $ 19,190 $ (16,841 ) $ 2,349 $ — $ 2,349 March 31, 2019 Description Gross Gross Net Cash Net Amount Non-trading commodity derivatives $ (14,892 ) $ 9,388 $ (5,504 ) $ — $ (5,504 ) Trading commodity derivatives (15 ) 1 (14 ) — (14 ) Total Current Derivative Liabilities (14,907 ) 9,389 (5,518 ) — (5,518 ) Non-trading commodity derivatives (7,375 ) 2,091 (5,284 ) — (5,284 ) Trading commodity derivatives — — — — — Total Non-current Derivative Liabilities (7,375 ) 2,091 (5,284 ) — (5,284 ) Total Derivative Liabilities $ (22,282 ) $ 11,480 $ (10,802 ) $ — $ (10,802 ) December 31, 2018 Description Gross Assets Gross Net Assets Cash Net Amount Non-trading commodity derivatives $ 18,649 $ (12,000 ) $ 6,649 $ — $ 6,649 Trading commodity derivatives 734 (94 ) 640 — 640 Total Current Derivative Assets 19,383 (12,094 ) 7,289 — 7,289 Non-trading commodity derivatives 9,657 (6,381 ) 3,276 — 3,276 Trading commodity derivatives — — — — — Total Non-current Derivative Assets 9,657 (6,381 ) 3,276 — 3,276 Total Derivative Assets $ 29,040 $ (18,475 ) $ 10,565 $ — $ 10,565 December 31, 2018 Description Gross Gross Net Cash Net Amount Non-trading commodity derivatives $ (21,391 ) $ 15,385 $ (6,006 ) $ — $ (6,006 ) Trading commodity derivatives (491 ) 19 (472 ) — (472 ) Total Current Derivative Liabilities (21,882 ) 15,404 (6,478 ) — (6,478 ) Non-trading commodity derivatives (71 ) 40 (31 ) — (31 ) Trading commodity derivatives (135 ) 60 (75 ) — (75 ) Total Non-current Derivative Liabilities (206 ) 100 (106 ) — (106 ) Total Derivative Liabilities $ (22,088 ) $ 15,504 $ (6,584 ) $ — $ (6,584 ) |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 8. Property and Equipment Property and equipment consist of the following amounts (in thousands): Estimated useful March 31, 2019 December 31, 2018 Information technology 2 – 5 $ 34,862 $ 34,611 Leasehold improvements 2 – 5 4,568 4,568 Furniture and fixtures 2 – 5 1,964 1,964 Building improvements 2 – 5 268 268 Total 41,662 41,411 Accumulated depreciation (37,791 ) (37,045 ) Property and equipment—net $ 3,871 $ 4,366 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 March 31, 2019 and December 31, 2018 , information technology includes $0.6 million and $0.3 million , respectively, of costs associated with assets not yet placed into service. Depreciation expense recorded in the condensed consolidated statements of operations was $0.7 million and $1.2 million for the three months ended March 31, 2019 and 2018 , respectively. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 9. Intangible Assets Goodwill, customer relationships and trademarks consist of the following amounts (in thousands): March 31, 2019 December 31, 2018 Goodwill $ 120,343 $ 120,343 Customer relationships—Acquired Cost $ 99,402 $ 99,402 Accumulated amortization (67,679 ) (63,208 ) Customer relationships — Acquired & Non-Compete Agreements, net $ 31,723 $ 36,194 Customer relationships—Other Cost $ 23,029 $ 16,155 Accumulated amortization (10,868 ) (9,290 ) Customer relationships — Other, net $ 12,161 $ 6,865 Trademarks Cost $ 9,770 $ 9,770 Accumulated amortization (2,923 ) (2,483 ) Trademarks, net $ 6,847 $ 7,287 Changes in goodwill, customer relationships (including non-compete agreements) and trademarks consisted of the following (in thousands): Goodwill Customer Relationships — Acquired & Non-Compete Agreements Customer Relationships — Other Trademarks Balance at December 31, 2018 $ 120,343 $ 36,194 $ 6,865 $ 7,287 Additions — — 6,874 — Amortization — (4,471 ) (1,578 ) (440 ) Balance at March 31, 2019 $ 120,343 $ 31,723 $ 12,161 $ 6,847 Estimated future amortization expense for customer relationships and trademarks at March 31, 2019 is as follows (in thousands): Year ending December 31, 2019 $ 13,678 2020 14,548 2021 12,974 2022 6,034 2023 450 > 5 years 3,047 Total $ 50,731 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | 10. Debt Debt consists of the following amounts as of March 31, 2019 and December 31, 2018 (in thousands): March 31, 2019 December 31, 2018 Current: Note Payable—Verde Promissory Note 5,900 6,936 Total current portion of debt 5,900 6,936 Long-term debt: Senior Credit Facility (1) (2) 110,500 129,500 Subordinated Debt — 10,000 Total long-term debt 110,500 139,500 Total debt $ 116,400 $ 146,436 (1) As of March 31, 2019 and December 31, 2018 , the weighted average interest rate on the Senior Credit Facility was 5.52% and 5.48% , respectively. (2) As of March 31, 2019 and December 31, 2018 , we had $49.2 million and $49.4 million in letters of credit issued, respectively. Capitalized financing costs associated with our Senior Credit Facility were $1.3 million and $1.4 million as of March 31, 2019 and December 31, 2018 , respectively. Of these amounts, $1.1 million and $1.0 million are recorded in other current assets, and $0.2 million and $0.4 million are recorded in other non-current assets in the condensed consolidated balance sheets as of March 31, 2019 and December 31, 2018 , respectively. Interest expense consists of the following components for the periods indicated (in thousands): Three Months Ended March 31, 2019 2018 Senior Credit Facility $ 1,442 $ 1,264 Subordinated debt 4 1 Note Payable—Verde Promissory Note 141 327 Letters of credit fees and commitment fees 368 358 Amortization of deferred financing costs 268 295 Interest Expense $ 2,223 $ 2,245 Senior Credit Facility The Company, as guarantor, and Spark HoldCo (the “Borrower” and, together with each subsidiary of Spark HoldCo (“Co-Borrowers”) maintains a senior secured borrowing base credit facility (as amended, “Senior Credit Facility”) that allows us to borrow up to $217.5 million as of March 31, 2019 . Subject to applicable sublimits and terms of the Senior Credit Facility, as amended, borrowings are available for the issuance of letters of credit (“Letters of Credit”), working capital and general purpose revolving credit loans (“Working Capital Loans”), and bridge loans (“Bridge Loans”) for the purpose of partial funding for acquisitions. Borrowings under the Senior Credit Facility may be used to pay fees and expenses in connection with the Senior Credit Facility, finance ongoing working capital requirements and general corporate purpose requirements of the Co-Borrowers, to provide partial funding for acquisitions, as allowed under terms of the Senior Credit Facility, and to make open market purchases of our Class A common stock and Series A Preferred Stock. As of March 31, 2019 , we had $110.5 million outstanding under the Senior Credit Facility, as well as $49.2 million of outstanding letters of credit. The Senior Credit Facility will mature on May 19, 2020, and all amounts outstanding thereunder will be payable on the maturity date. Borrowings under the Bridge Loan sublimit, if any, will be repaid 25% per year on a quarterly basis (or 6.25% per quarter), with the remainder due at maturity. As of March 31, 2019 , there were no Bridge Loans outstanding. At our election, the interest rate for Working Capital Loans and Letters of Credit under the Senior Credit Facility is generally determined by reference to the Eurodollar rate plus an applicable margin of up to 3.00% per annum (based on the prevailing utilization) or an alternate base rate plus an applicable margin of up to 2.00% per annum (based on the prevailing utilization). The alternate base rate is equal to the highest of (i) the prime rate (as published in the Wall Street Journal), (ii) the federal funds rate plus 0.50% per annum, or (iii) the reference Eurodollar rate plus 1.00% . Bridge Loan borrowings, if any, under the Senior Credit Facility are generally determined by reference to the Eurodollar rate plus an applicable margin of 3.75% per annum or an alternate base rate plus an applicable margin of 2.75% per annum. The alternate base rate is equal to the highest of (i) the prime rate (as published in the Wall Street Journal), (ii) the federal funds rate plus 0.50% per annum, or (iii) the reference Eurodollar rate plus 1.00% . The Co-Borrowers pay a commitment fee of 0.50% quarterly in arrears on the unused portion of the Senior Credit Facility. In addition, the Co-Borrowers are subject to additional fees including an upfront fee, an annual agency fee, and letter of credit fees based on a percentage of the face amount of letters of credit payable to any syndicate member that issues a letter of credit. The Senior Credit Facility contains covenants that, among other things, require the maintenance of specified ratios or conditions including: • Minimum Fixed Charge Coverage Ratio . We must maintain a minimum fixed charge coverage ratio of not less than 1.25 to 1.00. The Fixed Charge Coverage Ratio is defined as the ratio of (a) Adjusted EBITDA to (b) the sum of consolidated (with respect to the Company and the Co-Borrowers) interest expense (other than interest paid-in-kind in respect of certain subordinated debt but including interest in respect of that certain promissory note made by CenStar in connection with the permitted acquisition from Verde Energy USA Holdings, LLC), letter of credit fees, commitment fees, acquisition earn-out payments (excluding earnout payments funded with proceeds from newly issued preferred or common equity), distributions, the aggregate amount of repurchases of our Class A common stock, Series A Preferred Stock, or commitments for such purchases, taxes and scheduled amortization payments. • Maximum Total Leverage Ratio . We must maintain a ratio of total indebtedness (excluding eligible subordinated debt and letter of credit obligations) to Adjusted EBITDA of no more than 2.50 to 1.00. • Maximum Senior Secured Leverage Ratio . We must maintain a Senior Secured Leverage Ratio of no more than 1.85 to 1.00. The Senior Secured Leverage Ratio is defined as the ratio of (a) all indebtedness of the loan parties on a consolidated basis that is secured by a lien on any property of any loan party (including the effective amount of all loans then outstanding under the Senior Credit Facility) plus 50% of the effective amount of letter of credit obligations attributable to performance standby letters of credit to (b) Adjusted EBITDA. The Senior Credit Facility contains various negative covenants that limit our ability to, among other things, incur certain additional indebtedness, grant certain liens, engage in certain asset dispositions, merge or consolidate, make certain payments, distributions, investments, acquisitions or loans, materially modify certain agreements, or enter into transactions with affiliates. The Senior Credit Facility also contains affirmative covenants that are customary for credit facilities of this type. As of March 31, 2019 , we are in compliance with our various covenants under the Senior Credit Facility. The Senior Credit Facility is secured by pledges of the equity of the portion of Spark HoldCo owned by us, the equity of Spark HoldCo’s subsidiaries, the Co-Borrowers’ present and future subsidiaries, and substantially 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. We are entitled to pay cash dividends to the holders of the Series A Preferred Stock and Class A common stock and will be entitled to repurchase up to an aggregate amount of 10,000,000 shares of our Class A common stock, and up to $92.7 million of Series A Preferred Stock through one or more normal course open market purchases through NASDAQ so long as: (a) no default exists or would result therefrom; (b) the Co-Borrowers are in pro forma compliance with all financial covenants before and after giving effect thereto; and (c) the outstanding amount of all loans and letters of credit does not exceed the borrowing base limits. 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, 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, failure of Nathan Kroeker to retain his position as President and Chief Executive Officer of the Company, and failure of W. Keith Maxwell III to retain his position as chairman of the board of directors. A default will also occur if at any time W. Keith Maxwell III ceases to, directly or indirectly, own at least 13,600,000 Class A and Class B shares on a combined basis (to be adjusted for any stock split, subdivisions or other stock reclassification or recapitalization), and a controlling percentage of the voting equity interest of the Company, and certain other changes in 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. On January 28, 2019, the Company and Co-Borrowers exercised the accordion feature in the Senior Credit Facility, bringing total commitments under the Senior Credit Facility to $217.5 million . Subordinated Debt Facility The Company maintains a subordinated note in the principal amount of up to $25.0 million with a company owned by our Founder. The subordinated note allows us 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 in July 2020, and advances thereunder accrue interest at 5% per annum from the date of the advance. We have the right to capitalize interest payments under the subordinated note. The subordinated note is subordinated in certain respects to our Senior Credit Facility pursuant to a subordination agreement. We may pay interest and prepay principal on the subordinated note so long as we are in compliance with the covenants under our Senior Credit Facility, are not in default under the Senior Credit Facility and have 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 March 31, 2019 , and December 31, 2018 , there was zero and $10.0 million outstanding, respectively, under the subordinated note. Verde Promissory Notes In connection with the acquisition of the Verde Companies in July 2017, we entered into a promissory note in the aggregate principal amount of $20.0 million (the "Verde Promissory Note"). The Verde Promissory Note required repayment in eighteen monthly installments beginning in August 2017, and accrued interest at 5% per annum from the date of issuance. The Verde Promissory Note, including principal and interest, was unsecured, but was guaranteed by us. In January 2018, in connection with the Earnout Termination Agreement (defined below), we issued to the seller of the Verde Companies an amended and restated promissory note (the “Amended and Restated Verde Promissory Note”), which amended and restated the Verde Promissory Note. The Amended and Restated Verde Promissory Note matured in January 2019, and bore interest at a rate of 9% per annum. Principal and interest were payable monthly on the first day of each month, with a portion of each payment going into an escrow account, which serves as security for certain indemnification claims and obligations under the Verde purchase agreement. As of March 31, 2019 and December 31, 2018 , there was zero and $1.0 million outstanding, respectively, under the Amended and Restated Verde Promissory Note. In January 2018, we issued a promissory note in the principal amount of $5.9 million in connection with an agreement to terminate the earnout obligations arising in connection with our acquisition of the Verde Companies (the “Verde Earnout Termination Note”). The Verde Earnout Termination Note matures on June 30, 2019 (subject to early maturity upon certain events) and bears interest at a rate of 9% per annum. We are permitted to withhold amounts otherwise due at maturity related to certain indemnifiable matters. Interest is payable monthly on the first day of each month. As of March 31, 2019 and December 31, 2018 , there was $5.9 million outstanding under the Verde Earnout Termination Note. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 11. 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 the credit standing of counterparties involved and the impact of credit enhancements. We apply fair value measurements to our commodity derivative instruments and contingent payment arrangements based on the following fair value hierarchy, which prioritizes the inputs to the 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 our 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. These levels can change over time. 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. 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 our condensed consolidated balance sheets on a recurring basis by and their level within the fair value hierarchy (in thousands): Level 1 Level 2 Level 3 Total March 31, 2019 Non-trading commodity derivative assets $ 176 $ 1,905 $ — $ 2,081 Trading commodity derivative assets 244 24 — 268 Total commodity derivative assets $ 420 $ 1,929 $ — $ 2,349 Non-trading commodity derivative liabilities $ (1 ) $ (10,787 ) $ — $ (10,788 ) Trading commodity derivative liabilities — (14 ) — (14 ) Total commodity derivative liabilities $ (1 ) $ (10,801 ) $ — $ (10,802 ) Contingent payment arrangement $ — $ — $ (1,328 ) $ (1,328 ) Level 1 Level 2 Level 3 Total December 31, 2018 Non-trading commodity derivative assets $ 104 $ 9,821 $ — $ 9,925 Trading commodity derivative assets 44 596 — 640 Total commodity derivative assets $ 148 $ 10,417 $ — $ 10,565 Non-trading commodity derivative liabilities $ (352 ) $ (5,685 ) $ — $ (6,037 ) Trading commodity derivative liabilities (75 ) (472 ) — (547 ) Total commodity derivative liabilities $ (427 ) $ (6,157 ) $ — $ (6,584 ) Contingent payment arrangement $ — $ — $ (1,328 ) $ (1,328 ) We had no transfers of assets or liabilities between any of the above levels during the three months ended March 31, 2019 and the year ended December 31, 2018 . Our derivative contracts include exchange-traded contracts valued utilizing readily available quoted market prices and non-exchange-traded contracts valued using market price quotations available through brokers or over-the-counter and on-line exchanges. In addition, in determining the fair value of our derivative contracts, we apply a credit risk valuation adjustment to reflect credit risk, which is calculated based on our or the counterparty’s historical credit risks. As of March 31, 2019 and December 31, 2018 , the credit risk valuation adjustment was not material. The contingent payment arrangements referred to above reflect estimated earnout obligations incurred in relation to our acquisition of the Major Energy Companies in 2016. Contingent Payment Arrangements The following table presents a roll forward of our contingent payment arrangements, which are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2019 . Major Earnout and Stock Earnout Fair Value at December 31, 2018 $ 1,328 Change in fair value of contingent consideration, net — Accretion of contingent earnout consideration (included within interest expense) — Payments and settlements — Fair Value at March 31, 2019 $ 1,328 Other Financial Instruments The carrying amount of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities recorded in the condensed consolidated balance sheets approximate fair value due to the short-term nature of these items. The carrying amounts of the Senior Credit Facility recorded in the condensed consolidated balance sheets approximates fair value because of the variable rate nature of interest on the borrowings thereunder, and are considered Level 2 measurements because interest rates charged are similar to other financial instruments with similar terms and maturities. The fair value of our convertible subordinated notes to affiliates and the payable pursuant to tax receivable agreement—affiliate is not determinable for accounting purposes due to the affiliated nature and terms of the associated agreements with the affiliate. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes Income Taxes We and our subsidiaries, CenStar and Verde Energy USA, Inc. ("Verde Corp"), are each subject to U.S. federal income tax as corporations. CenStar and Verde Corp file consolidated tax returns in jurisdictions that allow combined reporting. Spark HoldCo and its subsidiaries, with the exception of CenStar and Verde Corp, are treated as flow-through entities for U.S. federal income tax purposes and, as such, are generally not subject to U.S. federal income tax at the entity level. Rather, the tax liability with respect to their taxable income is passed through to their members or partners. Accordingly, we are subject to U.S. federal income taxation on our allocable share of Spark HoldCo’s net U.S. taxable income. In our financial statements, we report federal and state income taxes for our share of the partnership income attributable to our ownership in Spark HoldCo and for the income taxes attributable to CenStar and Verde Corp. Net income attributable to non-controlling interest includes the provision for income taxes related to CenStar and Verde Corp. We account 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 the tax bases of the assets and liabilities. We apply existing tax law and the tax rate that we expect 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. We periodically assess whether it is more likely than not that we will generate sufficient taxable income to realize our deferred income tax assets. In making this determination, we consider all available positive and negative evidence and make certain assumptions. We consider, among other things, our deferred tax liabilities, the overall business environment, our historical earnings and losses, current industry trends, and our outlook for future years. We believe it is more likely than not that our deferred tax assets will be utilized, and accordingly have not recorded a valuation allowance on these assets. As of March 31, 2019 , we had a net deferred tax asset of approximately $15.6 million related to the original step up in tax basis resulting from the initial purchase of Spark HoldCo units from NuDevco Retail and NuDevco Retail Holdings (predecessor to Retailco) in connection with our initial public offering. In addition, as of March 31, 2019 , we had a total liability of $27.6 million for the effect of the Tax Receivable Agreement ("TRA") liability, with approximately $1.7 million classified as short-term liability and the remainder as long-term. See Note 14 "Transactions with Affiliates" for further discussion. The effective U.S. federal and state income tax rate for the three months ended March 31, 2019 and 2018 is 27.5% and 13.4% , respectively. The effective tax rate for the three months ended March 31, 2019 reflects the corporate U.S. federal statutory tax rate of 21% , applied to the mix of earnings between corporate and partnership income, offset by the tax effect of Series A Preferred Stock dividends. Total income tax expense for the three months ended March 31, 2019 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 interests. 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. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies From time to time, we may be involved in legal, tax, regulatory and other proceedings in the ordinary course of business. Liabilities for loss contingencies arising from claims, assessments, litigation or other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal Proceedings Below is a summary of our currently pending material legal proceedings. We are subject to other lawsuits and claims arising in the ordinary course of our business. This litigation is in various stages and is 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. While the lawsuits and claims are asserted for amounts that may be material should an unfavorable outcome occur, management does not currently expect that any currently pending matters will have a material adverse effect on our financial position or results of operations. Katherine Veilleux, et. al. 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 ("Electricity Maine"), an entity acquired by Spark Holdco in mid-2016, enrolled and re-enrolled customers through fraudulent and misleading advertising, promotions, and other communications prior to and following the acquisition. Plaintiffs allege claims under RICO, the Maine Unfair Trade Practice Act, civil conspiracy, fraudulent misrepresentation, unjust enrichment and breach of contract. Plaintiffs seek damages for themselves and the purported class, rescission of contracts with Electricity Maine, injunctive relief, restitution, and attorney’s fees. Discovery is ongoing in this matter. Spark HoldCo and Electricity Maine intend to vigorously defend this matter and the allegations asserted therein, including the request to certify a class. Electricity Maine and Spark HoldCo have also filed a motion to compel arbitration of certain Plaintiffs’ claims as some of the applicable Terms of Service contain an arbitration provision and class action waiver. The Company believes it has full indemnity coverage for any actual exposure in this case at this time. Gillis et al. v. Respond Power, LLC is a purported class action lawsuit that was originally filed on May 21, 2014 in the Philadelphia Court of Common Pleas but was later removed to the United States District Court for the Eastern District of Pennsylvania. On September 15, 2014, the plaintiffs filed an amended class action complaint seeking a declaratory judgment that the disclosure statement contained in Respond Power, LLC’s variable rate contracts with Pennsylvania consumers limited the variable rate that could be charged to no more than the monthly rate charged by the consumers’ local utility company and alleged claims of deceptive conduct in violation of Pennsylvania Unfair Trade Practices and Consumer Protection Act, negligent misrepresentation, fraudulent concealment, and breach of contract and of the covenant of good faith and fair dealing by charging rates above the utility. The amount of damages sought is not specified. By order dated August 31, 2015, the district court denied class certification. The plaintiffs appealed the district court’s denial of class certification to the United States Court of Appeals for the Third Circuit and that court vacated the district court’s denial of class certification and remanded the matter to the district court for further proceedings. On July 16, 2018, the district court granted Respond Power LLC's motion to dismiss the Plaintiff’s class action claims. Plaintiffs filed their notice of appeal to the Third Circuit Court on August 7, 2018. The Third Circuit has declined to hear oral arguments on this matter but has not yet ruled on this appeal. The Company believes it has full indemnity coverage for any actual exposure in this case at this time. Jurich v. Verde Energy USA, Inc. , is a class action originally filed on March 3, 2015 in the United States District Court for the District of Connecticut and subsequently re-filed on October 8, 2015 in the Superior Court of Judicial District of Hartford, State of Connecticut. The Amended Complaint asserts that the Verde Companies charged rates in violation of its contracts with Connecticut customers and alleges (i) violation of the Connecticut Unfair Trade Practices Act, Conn. Gen. Stat. §§ 42-110a et seq., and (ii) breach of the covenant of good faith and fair dealing. Plaintiffs are seeking unspecified actual and punitive damages for the class and injunctive relief. The parties have exchanged initial discovery. On December 6, 2017, the Court granted the plaintiffs’ class certification motion. Mediation is scheduled in May 2019. As part of an agreement in connection with the acquisition of the Verde Companies, the original owners of the Verde Companies are handling this matter. The Company believes it has full indemnity coverage for any actual exposure in this case at this time. Richardson et. al. v. Verde Energy USA, Inc. is a purported class action filed on November 25, 2015 in the United States District Court for the Eastern District of Pennsylvania alleging that the Verde Companies violated the Telephone Consumer Protection Act ("TCPA") by placing marketing calls using an automatic telephone dialing system ("ATDS") or a prerecorded voice to the purported class members’ cellular phones without prior express consent and by continuing to make such calls after receiving requests for the calls to cease. Following discovery and dispositive motions, the Verde Companies received a favorable ruling on summary judgment with the court agreeing with the Verde Companies that the call system used in this case was not an ATDS as defined by the TCPA. Plaintiffs subsequently amended their petition eliminating theirs ATDS claim and including a class based on failure to comply with the National Do Not Call registry. As part of an agreement in connection with the acquisition of the Verde Companies, the original owners of the Verde Companies are handling this matter. The parties have reached a confidential settlement in this matter that will be paid in the second quarter of 2019. The Company believes it has full indemnity coverage for the settlement exposure in this case. Saul Horowitz, as Sellers’ Representative for the former owners of the Major Energy Companies v. National Gas & Electric, LLC ("NG&E") and Spark Energy, Inc ., is a lawsuit filed on October 17, 2017 in the United States District Court for the Southern District of New York asserting claims of fraudulent inducement against NG&E, breach of contract against NG&E and us, and tortious interference with contract against us related to the membership interest purchase, subsequent transfer, and associated earnout agreements with the Major Energy Companies' former owners. The relief sought includes unspecified compensatory and punitive damages, prejudgment and post judgment interest, and attorneys’ fees. On September 24, 2018, the court granted our motion to dismiss in part and dismissed the plaintiffs’ fraudulent inducement claims but allowed the tortious interference claims to remain as well as the claims for consequential damages and punitive damages. NG&E and the Company filed their affirmative defenses and answer to the remaining claims on October 15, 2018. Discovery has commenced and written discovery requests have been exchanged between the parties. This case is currently set for pre-trial conference in November 2019. The Company and NG&E deny the allegations asserted and intend to vigorously defend this matter. Given the early stages of this matter, we cannot predict the outcome or consequences of this case at this time. Regulatory Matters State of Illinois v. Major Energy Electric Services, LLC is a complaint filed by the Illinois Attorney General for injunctive and other relief against Major Energy Electric Services, LLC ("Major") asserting claims that Major engaged in a pattern and practice of deceptive conduct intended to defraud Illinois consumers through door-to-door and telephone solicitations, in-person solicitations at retail establishments, advertisements on its website and direct mail advertisements to sign up for electricity services. The Complaint seeks injunctive relief and monetary damages representing the amounts Illinois consumers have allegedly lost due to fraudulent marketing activities. The Attorney General also requests civil penalties under the Consumer Fraud Act and to revoke Major’s authority to operate in the state. The complaint was filed on April 9, 2018 in the Circuit Court of Cook County, Illinois, County Department, Chancery Division. Major filed its motion to dismiss on July 31, 2018 and the judge denied that motion on October 10, 2018. Major filed a motion for reconsideration on the Court’s ruling on its motion to dismiss, which was denied. The parties have started discovery and mediation is being scheduled for early June 2019 with an agreed upon initial floor to settle this matter and an agreement that Major not market to residential consumers for 18 months in Illinois. Spark Energy, LLC ("SE LLC") is the subject of two current investigations by the Connecticut Public Utilities Regulatory Authority ("PURA"). The first investigation constitutes a notice of violation ("NOV") and assessment of a proposed civil penalty in the amount of $0.9 million primarily for SE LLC's alleged failure to comply with requirements implemented in 2016 that customer bills include any changes to existing rates effective for the next billing cycle. After a hearing process was concluded and SE LLC filed a brief challenging the legal authority of PURA to enforce the NOV and impose civil penalties for the alleged violations, PURA suspended the proceeding and opened a proceeding offering amnesty to ESCOs that self-report violations and offer to voluntarily remit refunds to customers. Spark has remitted its report of potential customers who would be eligible for refunds under the amnesty program. PURA has asked each ESCO to commit on or before May 10, 2019 to full customer refunds as each reported plan indicates in their proposals. The second investigation involves a NOV alleging improper marketing practices of one of SE LLC's former outbound telemarketing vendors and assessment of a proposed civil penalty of $0.8 million . Certain agents managed by this vendor were allegedly using an unauthorized script in outbound marketing calls. We are unable to predict the outcome of these proceedings. While investigations of this nature have become common and are often resolved in a manner that allows the retailer to continue operating in Connecticut, there can be no assurance that PURA will not take more severe action. Ve rde Energy USA Ohio, LLC (“Verde Ohio”) is the subject of a formal investigation by the Public Utilities Commission of Ohio ("PUCO") initiated on April 16, 2019. The investigation asserts that Verde Ohio engaged in misleading and deceptive practices to market and enroll customers as well as allegations of violating several requirements of Ohio’s retail energy supplier regulations. On May 3, 2019, Verde Energy filed a Motion to Temporarily Suspend the Procedural Schedule and Stay Discovery Pending Negotiation of a Stipulation between the parties. In its Motion, Verde Energy agreed to a thirty ( 30 ) day voluntary marketing and customer enrollment stay in Ohio. Also on May 3, 2019, PUCO Staff issued a report of its findings following their investigation of Verde Energy, as contemplated in PUCO’s procedural schedule set forth in the April 17th, 2019 PUCO entry in the matter. Through an entry dated May 6, 2019, PUCO extended the procedural schedule for the filing of direct testimony and the date for the Show Cause Hearing. While investigations of this nature may be resolved in a manner that allows the retailer energy supplier to continue operating in Ohio with stipulations, there can be no assurance that PUCO will not take more severe action. Indirect Tax Audits We are undergoing various types of indirect tax audits spanning from years 2013 to 2018 for which we may have additional liabilities arise. At the time of filing these condensed 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 March 31, 2019 and December 31, 2018, we accrued $3.2 million and $0.9 million , respectively, related to litigation and regulatory matters and $1.0 million and $0.6 million , respectively, related to indirect tax audits. The outcome of each of these may result in additional expense. |
Transactions with Affiliates
Transactions with Affiliates | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Transactions with Affiliates | 14. Transactions with Affiliates Transactions with Affiliates We enter into transactions with and pay 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. We also sell and purchase natural gas and electricity with affiliates. We present receivables and payables with the same affiliate on a net basis in the condensed consolidated balance sheets as all affiliate activity is with parties under common control. Affiliated transactions include certain services to the affiliated companies associated with employee benefits provided through our benefit plans, insurance plans, leased office space, administrative salaries, due diligence work, recurring management consulting, and accounting, tax, legal, or technology services. Amounts billed are based on the services provided, departmental usage, or headcount, which are considered reasonable by management. As such, the accompanying condensed consolidated financial statements include costs that have been incurred by us and then directly billed or allocated to affiliates, as well as 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 condensed consolidated statements of operations with a corresponding accounts receivable—affiliates or accounts payable—affiliates, respectively, recorded in the condensed consolidated balance sheets. Transactions with 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 condensed consolidated statements of operations with a corresponding accounts receivable—affiliate or accounts payable—affiliate in the condensed consolidated balance sheets. Master Service Agreement with Retailco Services, LLC Prior to April 1, 2018, we were a party to a Master Service Agreement with an affiliated company owned by our Founder. The Master Service Agreement provided us with operational support services such as enrollment and renewal transaction services, customer billing and transaction services, electronic payment processing services, customer service, and information technology infrastructure and application support services. Effective April 1, 2018, we terminated the agreement, and these operational support services were transferred back to us. See "Cost Allocations" below for further discussion of the fees paid to affiliates during the three months ended March 31, 2019 . Cost Allocations Where costs incurred on behalf of the affiliate or us cannot be determined by specific identification for direct billing, the costs are allocated to the affiliated entities or us based on estimates of percentage of departmental usage, wages or headcount. The total net amount direct billed and allocated from affiliates was less than $0.1 million and $6.9 million for the three months ended March 31, 2019 and 2018 , respectively. Of the amounts directly billed and allocated from affiliates, we recorded general and administrative expense of zero and $5.3 million for the three months ended March 31, 2019 and 2018 , respectively, in the condensed statement of operations in connection with fees paid under the Master Service Agreement. Additionally under the Master Service Agreement, we capitalized zero and $0.5 million of property and equipment for the application, development and implementation of various systems during the three months ended March 31, 2019 and 2018 , respectively. Accounts Receivable and Payable — Affiliates As of March 31, 2019 and December 31, 2018 , we had current accounts receivable—affiliates of $2.6 million and current accounts payable—affiliates of $2.4 million and $2.5 million , respectively. Revenues and Cost of Revenues — Affiliates Revenues recorded in net asset optimization revenues in the condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018 related to affiliated sales were $1.2 million and $0.6 million , respectively. Cost of revenues recorded in net asset optimization revenues in the condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018 related to this agreement were less than $0.1 million and less than $0.1 million , respectively. These amounts are presented as net on the Consolidated Statements of Operations. Acquisitions from Related Parties In March 2018, we entered into an asset purchase agreement with an affiliate to acquire up to 50,000 RCEs for a cash purchase price of $250 for each RCE, or up to $12.5 million in the aggregate. A total of $8.8 million was paid in 2018 under the terms of the purchase agreement for approximately 35,000 RCEs, and no further material payments are anticipated. The acquisition was treated as a transfer of assets between entities under common control, and accordingly, the assets were recorded at their historical value at the date of transfer. The transaction resulted in less than $0.1 million and $7.1 million recorded in equity as a net distribution to affiliate as of March 31, 2019 and December 31, 2018 , respectively. Distributions to and Contributions from Affiliates During the three months ended March 31, 2019 and 2018 , we made distributions to affiliates of our Founder of $3.8 million and $3.9 million , respectively, for payments of quarterly distributions on their respective Spark HoldCo units. During the three months ended March 31, 2019 and 2018 , we also made distributions to these affiliates for gross-up distributions of zero and $0.9 million , respectively, in connection with distributions made between Spark HoldCo and Spark Energy, Inc. for payment of income taxes incurred by us. Proceeds from Disgorgement of Stockholder Short-swing Profits During the three months ended March 31, 2019 , we received less than $0.1 million cash for the disgorgement of stockholder short-swing profits under Section 16(b) under the Exchange Act. The amount was recorded as an increase to additional paid-in capital in our consolidated balance sheet as of March 31, 2019 . During the three months ended March 31, 2018, the Company received $0.2 million cash for the disgorgement of stockholder short-swing profits under Section 16(b) under the Exchange Act accrued at December 31, 2017. The amount was recorded as an increase to additional paid-in capital in our consolidated balance sheet as of December 31, 2017. Subordinated Debt Facility On December 27, 2016, we and Spark HoldCo jointly issued to an affiliate owned by our Founder, a 5% subordinated note in the principal amount of up to $25.0 million . The subordinated note allows us to draw advances in increments of no less than $1.0 million per advance up to the maximum principal amount of the subordinated note. Advances thereunder accrue interest at 5% per annum from the date of the advance. As of March 31, 2019 , and December 31, 2018 , there was zero and $10.0 million in outstanding borrowings, respectively, under the subordinated note. See Note 10 "Debt" for a further description of terms and conditions of the facility. Tax Receivable Agreement We maintain a TRA with affiliates that generally provides for the payment by us to affiliates of 85% of the net cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we realize or will realize (or are deemed to realize in certain circumstances) in future periods as a result of (i) any tax basis increases resulting from the initial purchase by us of Spark HoldCo units from entities owned by our Founder, (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 us as a result of, and additional tax basis arising from, any payments we make under the TRA. We retain the benefit of the remaining 15% of these tax savings. See Note 12 "Income Taxes" for further discussion. In certain circumstances, we may defer or partially defer any payment due (a “TRA Payment”) to the holders of rights under the TRA for a five year period that ends September 30, 2019. Deferral of payment is required 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 us to receive distributions of cash equal to (i) the targeted quarterly distribution we intend to pay to holders of our Class A common stock and Series A Preferred Stock payable during the applicable four-quarter period, plus (ii) the estimated taxes payable by us during such four-quarter period, plus (iii) the expected TRA Payment payable during the calendar year for which the TRA Coverage Ratio is being tested. At the end of the deferral period, we are obligated to pay any outstanding deferred TRA Payments to the extent such deferred TRA Payments do not exceed (i) the lesser of our proportionate share of aggregate Cash Available for Distribution of Spark HoldCo during the five -year deferral period or the cash distributions actually received by us during the five -year deferral period, reduced by (ii) the sum of (a) the aggregate target quarterly dividends (which, for the purposes of the TRA, will be $0.18125 per Class A common stock share and $0.546875 per Series A Preferred Stock share per quarter) during the five -year deferral period, (b) our estimated taxes during the five -year deferral period, and (c) all prior TRA Payments and (d) 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 us 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. For the four-quarter periods ending September 30, 2016, 2017, and 2018, we met the threshold coverage ratio required to fund the payments required under the TRA. Our affiliates, however, granted us the right to defer the TRA Payment related to the four-quarter period ending September 30, 2016 until May 2018. In April, May, and December of 2018, we paid a total of $6.2 million related to our obligations under the TRA for the 2015, 2016, and 2017 tax years. As of March 31, 2019 and December 31, 2018 , we had a total liability related to the TRA of $27.6 million , of which $1.7 million was classified as current liabilities at both balance sheet dates. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | 15. Segment Reporting Our determination of reportable business segments considers the strategic operating units under which we make financial decisions, allocate resources and assess performance of our business. Our reportable business segments are retail electricity and retail natural gas. The retail electricity segment consists of electricity sales and transmission to residential and commercial customers. The retail natural gas segment consists of natural gas sales to, and natural gas transportation and distribution for, residential and commercial customers. Corporate and other consists of expenses and assets of the retail electricity and natural gas segments that are managed at a consolidated level such as general and administrative expenses. Asset optimization activities are also included in Corporate and other. For the three months ended March 31, 2019 and 2018 , we recorded asset optimization revenues of $23.4 million and $78.2 million and asset optimization cost of revenues of $20.8 million and $75.5 million , respectively, which are presented on a net basis in asset optimization revenues. The acquisitions of HIKO in 2018 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. We use retail gross margin to assess the performance of our operating segments. Retail gross margin is defined 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 (losses) gains on non-trading derivative instruments, and (iii) net current period cash settlements on non-trading derivative instruments. We deduct net (losses) gains 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 these derivative instruments. 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 (loss) before income tax expense (in thousands): Three Months Ended March 31, 2019 2018 Reconciliation of Retail Gross Margin to Income (loss) before taxes Income (loss) before income tax expense $ 3,786 $ (48,298 ) Interest and other income (189 ) (201 ) Interest expense 2,223 2,245 Operating income (loss) 5,820 (46,254 ) Depreciation and amortization 12,155 13,019 General and administrative 29,476 30,047 Less: Net asset optimization revenues 2,552 2,687 Net, loss on non-trading derivative instruments (19,803 ) (36,712 ) Net, Cash settlements on non-trading derivative instruments 8,125 (14,882 ) Retail Gross Margin $ 56,577 $ 45,719 Financial data for business segments are as follows (in thousands): Three Months Ended March 31, 2019 Retail Retail Corporate Eliminations Consolidated Total Revenues $ 182,092 $ 58,062 $ 2,552 $ — $ 242,706 Retail cost of revenues 165,888 29,367 — — 195,255 Less: Net asset optimization revenue — 2,552 — 2,552 Net, (losses) gains on non-trading derivative instruments (21,942 ) 2,139 — — (19,803 ) Current period settlements on non-trading derivatives 8,173 (48 ) — — 8,125 Retail Gross Margin $ 29,973 $ 26,604 $ — $ — $ 56,577 Total Assets at March 31, 2019 $ 2,046,946 $ 707,228 $ 353,782 $ (2,659,093 ) $ 448,863 Goodwill at March 31, 2019 $ 117,813 $ 2,530 $ — $ — $ 120,343 Three Months Ended March 31, 2018 Retail Retail Corporate Eliminations Consolidated Total revenues $ 220,899 $ 63,102 $ 2,687 $ — $ 286,688 Retail cost of revenues 249,547 40,329 — — 289,876 Less: Net asset optimization revenue — — 2,687 — 2,687 Net, losses on non-trading derivative instruments (33,319 ) (3,393 ) — — (36,712 ) Current period settlements on non-trading derivatives (15,048 ) 166 — — (14,882 ) Retail Gross Margin $ 19,719 $ 26,000 $ — $ — $ 45,719 Total Assets at December 31, 2018 $ 1,857,790 $ 649,969 $ 361,697 $ (2,380,718 ) $ 488,738 Goodwill at December 31, 2018 $ 117,813 $ 2,530 $ — $ — $ 120,343 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements (“interim statements”) of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC") as it applies to interim financial statements. This information should be read along with our consolidated financial statements and notes contained in our annual report on Form 10-K for the year ended December 31, 2018 . Our unaudited condensed consolidated financial statements are presented on a consolidated basis and include 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 unaudited condensed consolidated financial statements. |
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 condensed consolidated financial statements. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of our condensed 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 interim financial statements and the reported amounts of revenues and expenses during the period. Actual results could materially differ from those estimates. |
New Accounting Standards Recently Adopted | New Accounting Standards Recently Adopted There have been no changes to our significant accounting policies as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018 , except as follows: In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 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, including goodwill. 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. We adopted ASU 2017-04 effective January 1, 2019, and the adoption of this standard did not have a material impact on the Company's consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting ("ASU 2018-07"). ASU 2018-07 primarily expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. We adopted ASU 2018-07 effective January 1, 2019, and the adoption of this standard did not have a material impact on the Company's consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). Under this new guidance, lessees will be required to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of greater than twelve months. The guidance requires qualitative disclosures along with certain specific quantitative disclosures for both lessees and lessors. The FASB issued ASU No. 2018-10, Codification Improvements to Topic 842 , Leases (“ASU 2018-10”), and ASU No. 2018-11, Leases (Topic 842): Targeted Improvements (“ASU 2018-11”), Leases (Topic 842): Codification Improvements (“ASU 2019-01”) to provide additional guidance for the adoption of Topic 842. The ASU and its related amendments are effective for fiscal years beginning after December 15, 2018, with early adoption permitted, and are 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 with an option to use certain practical expedients, which we expect to use. We evaluated the impact of this new guidance and reviewed lease or possible lease contracts and evaluated contract related processes. We adopted ASU 2016-02 effective January 1, 2019, and recorded right-of-use assets and liabilities for our real estate operating leases of approximately $1.0 million . |
Acquisitions | The acquisition was accounted for under the acquisition method. Our preliminary allocation of the purchase price was based upon the estimated fair value of the tangible and identified intangible assets acquired and liabilities assumed in the acquisition. The preliminary allocation was made based on management’s best estimates, and supported by independent third-party analyses. |
Derivative Instruments | Derivative assets and liabilities are presented net in our condensed consolidated balance sheets when the derivative instruments are executed with the same counterparty under a master netting arrangement. Our 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 third parties. To the extent we have 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. |
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 the credit standing of counterparties involved and the impact of credit enhancements. We apply fair value measurements to our commodity derivative instruments and contingent payment arrangements based on the following fair value hierarchy, which prioritizes the inputs to the 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 our 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. These levels can change over time. 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. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Immaterial Corrections to Prior Year Financial Information | Below are amounts as reported and as adjusted for each year presented (in thousands): March 31, 2018 As Reported Adjustments As Adjusted Additional paid-in capital $ 27,717 $ 20,183 $ 47,900 Retained earnings (5,726 ) 1,612 (4,114 ) Total Stockholders' Equity 20,285 21,795 42,080 Non-controlling interest in Spark HoldCo, LLC 90,677 (24,003 ) 66,674 Total equity 110,962 (2,208 ) 108,754 Total liabilities, Series A Preferred Stock and Stockholders' equity 493,905 (2,208 ) 491,697 Net loss attributable to stockholders of Class A common stock (14,353 ) 1,221 (13,132 ) Net loss attributable to non-controlling interests (29,505 ) (1,221 ) (30,726 ) Net income attributable to Spark Energy, Inc. per share of Class A common stock Basic (1.09 ) 0.09 (1.00 ) Diluted (1.09 ) 0.05 (1.04 ) |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregated Revenue | The following table discloses revenue by primary geographical market, customer type, and customer credit risk profile (in thousands). The table also includes a reconciliation of the disaggregated revenue to revenue by reportable segment (in thousands). Reportable Segments Three Months Ended March 31, 2019 Three Months Ended March 31, 2018 Retail Electricity Retail Natural Gas Total Reportable Segments Retail Electricity Retail Natural Gas Total Reportable Segments Primary markets (a) New England $ 76,234 $ 8,528 $ 84,762 $ 101,098 $ 9,351 $ 110,449 Mid-Atlantic 66,811 21,369 88,180 77,555 25,931 103,486 Midwest 22,107 20,489 42,596 17,835 19,258 37,093 Southwest 16,940 7,676 24,616 24,411 8,562 32,973 $ 182,092 $ 58,062 $ 240,154 $ 220,899 $ 63,102 $ 284,001 Customer type Commercial $ 67,235 $ 19,867 $ 87,102 $ 96,893 $ 24,299 $ 121,192 Residential 124,768 41,095 165,863 147,994 45,729 193,723 Unbilled revenue (b) (9,911 ) (2,900 ) (12,811 ) (23,988 ) (6,926 ) (30,914 ) $ 182,092 $ 58,062 $ 240,154 $ 220,899 $ 63,102 $ 284,001 Customer credit risk POR $ 128,937 $ 28,979 $ 157,916 $ 157,001 $ 36,770 $ 193,771 Non-POR 53,155 29,083 82,238 63,898 26,332 90,230 $ 182,092 $ 58,062 $ 240,154 $ 220,899 $ 63,102 $ 284,001 (a) The primary markets noted above include the following states: • New England - Connecticut, Maine, Massachusetts, New Hampshire; • Mid-Atlantic - Delaware, Maryland (including the District of Colombia), New Jersey, New York and Pennsylvania; • Midwest - Illinois, Indiana, Michigan and Ohio; and • Southwest - Arizona, California, Colorado, Florida, Nevada, and Texas. (b) Unbilled revenue is recorded in total until it is actualized, at which time it is categorized between commercial and residential customers. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Allocation of Purchase Consideration | The allocation of the purchase consideration is as follows (in thousands): Reported as of December 31, 2018 Cash and restricted cash $ 375 Intangible assets — customer relationships 6,031 Net working capital, net of cash acquired 8,465 Fair value of derivative liabilities (205 ) Total $ 14,666 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Schedule of Economic Interests | The Company and affiliates owned the following economic interests in Spark HoldCo at December 31, 2018 and March 31, 2019 , respectively. The Company Affiliated Owners December 31, 2018 40.53 % 59.47 % March 31, 2019 40.64 % 59.36 % |
Summary of Net Income (Loss) and Income Tax Expense (Benefit) Attributable to Non-controlling Interest | The following table summarizes the portion of net income (loss) and income tax expense (benefit) attributable to non-controlling interest (in thousands): Three Months Ended March 31, 2019 2018 Net income (loss) allocated to non-controlling interest $ 993 $ (31,109 ) Income tax benefit allocated to non-controlling interest (970 ) (383 ) Net income (loss) attributable to non-controlling interest $ 1,963 $ (30,726 ) |
Computation of Basic and Diluted Loss Per Share | The following table presents the computation of basic and diluted loss per share for the three months ended March 31, 2019 and 2018 (in thousands, except per share data): Three Months Ended March 31, 2019 2018 Net income (loss) attributable to Spark Energy, Inc. stockholders $ 782 $ (11,105 ) Less: Dividend on Series A preferred stock 2,027 2,027 Net loss attributable to stockholders of Class A common stock $ (1,245 ) $ (13,132 ) Basic weighted average Class A common shares outstanding 14,135 13,136 Basic loss per share attributable to stockholders $ (0.09 ) $ (1.00 ) Net loss attributable to stockholders of Class A common stock $ (1,245 ) $ (13,132 ) Effect of conversion of Class B common stock to shares of Class A common stock — (22,799 ) Diluted net loss attributable to stockholders of Class A common stock $ (1,245 ) $ (35,931 ) Basic weighted average Class A common shares outstanding 14,135 13,136 Effect of dilutive Class B common stock — 21,485 Effect of dilutive restricted stock units — — Diluted weighted average shares outstanding 14,135 34,621 Diluted loss per share attributable to stockholders $ (0.09 ) $ (1.04 ) |
Carrying Amounts and Classification of Assets and Liabilities | The following table includes the carrying amounts and classification of the assets and liabilities of Spark HoldCo that are included in our condensed consolidated balance sheet as of March 31, 2019 and December 31, 2018 (in thousands): March 31, 2019 December 31, 2018 Assets Current assets: Cash and cash equivalents $ 32,340 $ 36,724 Accounts receivable 130,887 150,866 Other current assets 87,641 92,963 Total current assets 250,868 280,553 Non-current assets: Goodwill 120,343 120,343 Other assets 43,653 47,159 Total non-current assets 163,996 167,502 Total Assets $ 414,864 $ 448,055 Liabilities Current liabilities: Accounts payable and accrued liabilities $ 61,569 $ 79,692 Contingent consideration 1,328 1,328 Other current liabilities 65,272 59,330 Total current liabilities 128,169 140,350 Long-term liabilities: Long-term portion of Senior Credit Facility 110,500 129,500 Subordinated debt — affiliate — 10,000 Other long-term liabilities 5,830 319 Total long-term liabilities 116,330 139,819 Total Liabilities $ 244,499 $ 280,169 |
Preferred Stock (Tables)
Preferred Stock (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Summary of Preferred Equity Balance | A summary of our preferred equity balance for the three months ended March 31, 2019 is as follows: (in thousands) Balance at December 31, 2018 $ 90,758 Accumulated dividends on Series A Preferred Stock — Balance at March 31, 2019 $ 90,758 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amounts | The following table summarizes the net notional volumes of our open derivative financial instruments accounted for at fair value, broken out by commodity. Positive amounts represent net buys while bracketed amounts are net sell transactions (in thousands): Non-trading Commodity Notional March 31, 2019 December 31, 2018 Natural Gas MMBtu 6,543 8,176 Natural Gas Basis MMBtu 77 115 Electricity MWh 7,791 6,781 Trading Commodity Notional March 31, 2019 December 31, 2018 Natural Gas MMBtu 499 188 Natural Gas Basis MMBtu — (380 ) |
(Losses) Gains on Derivative Instruments | (Losses) gains on derivative instruments, net and current period settlements on derivative instruments were as follows for the periods indicated (in thousands): Three Months Ended March 31, 2019 2018 Loss on non-trading derivatives, net $ (19,803 ) $ (36,712 ) Gain on trading derivatives, net 262 170 Loss on derivatives, net (19,541 ) (36,542 ) Current period settlements on non-trading derivatives (1) (2) 8,125 (14,882 ) Current period settlements on trading derivatives (100 ) (655 ) Total current period settlements on derivatives $ 8,025 $ (15,537 ) (1) Excludes settlements of less than $0.1 million and $(0.8) million , respectively, for the three months ended March 31, 2019 and 2018 related to non-trading derivative liabilities assumed in various acquisitions. (2) Excludes settlements of $(0.9) million and zero , respectively, for the three months ended March 31, 2019 and 2018 related to power call options. |
Offsetting Assets | December 31, 2018 Description Gross Assets Gross Net Assets Cash Net Amount Non-trading commodity derivatives $ 18,649 $ (12,000 ) $ 6,649 $ — $ 6,649 Trading commodity derivatives 734 (94 ) 640 — 640 Total Current Derivative Assets 19,383 (12,094 ) 7,289 — 7,289 Non-trading commodity derivatives 9,657 (6,381 ) 3,276 — 3,276 Trading commodity derivatives — — — — — Total Non-current Derivative Assets 9,657 (6,381 ) 3,276 — 3,276 Total Derivative Assets $ 29,040 $ (18,475 ) $ 10,565 $ — $ 10,565 The following tables summarize the fair value and offsetting amounts of our derivative instruments by counterparty and collateral received or paid (in thousands): March 31, 2019 Description Gross Assets Gross Net Assets Cash Net Amount Non-trading commodity derivatives $ 17,918 $ (15,837 ) $ 2,081 $ — $ 2,081 Trading commodity derivatives 249 (127 ) 122 — 122 Total Current Derivative Assets 18,167 (15,964 ) 2,203 — 2,203 Non-trading commodity derivatives 818 (818 ) — — — Trading commodity derivatives 205 (59 ) 146 — 146 Total Non-current Derivative Assets 1,023 (877 ) 146 — 146 Total Derivative Assets $ 19,190 $ (16,841 ) $ 2,349 $ — $ 2,349 |
Offsetting Liabilities | March 31, 2019 Description Gross Gross Net Cash Net Amount Non-trading commodity derivatives $ (14,892 ) $ 9,388 $ (5,504 ) $ — $ (5,504 ) Trading commodity derivatives (15 ) 1 (14 ) — (14 ) Total Current Derivative Liabilities (14,907 ) 9,389 (5,518 ) — (5,518 ) Non-trading commodity derivatives (7,375 ) 2,091 (5,284 ) — (5,284 ) Trading commodity derivatives — — — — — Total Non-current Derivative Liabilities (7,375 ) 2,091 (5,284 ) — (5,284 ) Total Derivative Liabilities $ (22,282 ) $ 11,480 $ (10,802 ) $ — $ (10,802 ) December 31, 2018 Description Gross Gross Net Cash Net Amount Non-trading commodity derivatives $ (21,391 ) $ 15,385 $ (6,006 ) $ — $ (6,006 ) Trading commodity derivatives (491 ) 19 (472 ) — (472 ) Total Current Derivative Liabilities (21,882 ) 15,404 (6,478 ) — (6,478 ) Non-trading commodity derivatives (71 ) 40 (31 ) — (31 ) Trading commodity derivatives (135 ) 60 (75 ) — (75 ) Total Non-current Derivative Liabilities (206 ) 100 (106 ) — (106 ) Total Derivative Liabilities $ (22,088 ) $ 15,504 $ (6,584 ) $ — $ (6,584 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following amounts (in thousands): Estimated useful March 31, 2019 December 31, 2018 Information technology 2 – 5 $ 34,862 $ 34,611 Leasehold improvements 2 – 5 4,568 4,568 Furniture and fixtures 2 – 5 1,964 1,964 Building improvements 2 – 5 268 268 Total 41,662 41,411 Accumulated depreciation (37,791 ) (37,045 ) Property and equipment—net $ 3,871 $ 4,366 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill, Customer Relationships and Trademarks | Goodwill, customer relationships and trademarks consist of the following amounts (in thousands): March 31, 2019 December 31, 2018 Goodwill $ 120,343 $ 120,343 Customer relationships—Acquired Cost $ 99,402 $ 99,402 Accumulated amortization (67,679 ) (63,208 ) Customer relationships — Acquired & Non-Compete Agreements, net $ 31,723 $ 36,194 Customer relationships—Other Cost $ 23,029 $ 16,155 Accumulated amortization (10,868 ) (9,290 ) Customer relationships — Other, net $ 12,161 $ 6,865 Trademarks Cost $ 9,770 $ 9,770 Accumulated amortization (2,923 ) (2,483 ) Trademarks, net $ 6,847 $ 7,287 Changes in goodwill, customer relationships (including non-compete agreements) and trademarks consisted of the following (in thousands): Goodwill Customer Relationships — Acquired & Non-Compete Agreements Customer Relationships — Other Trademarks Balance at December 31, 2018 $ 120,343 $ 36,194 $ 6,865 $ 7,287 Additions — — 6,874 — Amortization — (4,471 ) (1,578 ) (440 ) Balance at March 31, 2019 $ 120,343 $ 31,723 $ 12,161 $ 6,847 |
Estimated Future Amortization Expense for Customer Relationships and Trademarks | Estimated future amortization expense for customer relationships and trademarks at March 31, 2019 is as follows (in thousands): Year ending December 31, 2019 $ 13,678 2020 14,548 2021 12,974 2022 6,034 2023 450 > 5 years 3,047 Total $ 50,731 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consists of the following amounts as of March 31, 2019 and December 31, 2018 (in thousands): March 31, 2019 December 31, 2018 Current: Note Payable—Verde Promissory Note 5,900 6,936 Total current portion of debt 5,900 6,936 Long-term debt: Senior Credit Facility (1) (2) 110,500 129,500 Subordinated Debt — 10,000 Total long-term debt 110,500 139,500 Total debt $ 116,400 $ 146,436 (1) As of March 31, 2019 and December 31, 2018 , the weighted average interest rate on the Senior Credit Facility was 5.52% and 5.48% , respectively. (2) As of March 31, 2019 and December 31, 2018 , we had $49.2 million and $49.4 million in letters of credit issued, respectively. |
Components of Interest Expense | Interest expense consists of the following components for the periods indicated (in thousands): Three Months Ended March 31, 2019 2018 Senior Credit Facility $ 1,442 $ 1,264 Subordinated debt 4 1 Note Payable—Verde Promissory Note 141 327 Letters of credit fees and commitment fees 368 358 Amortization of deferred financing costs 268 295 Interest Expense $ 2,223 $ 2,245 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
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 our condensed consolidated balance sheets on a recurring basis by and their level within the fair value hierarchy (in thousands): Level 1 Level 2 Level 3 Total March 31, 2019 Non-trading commodity derivative assets $ 176 $ 1,905 $ — $ 2,081 Trading commodity derivative assets 244 24 — 268 Total commodity derivative assets $ 420 $ 1,929 $ — $ 2,349 Non-trading commodity derivative liabilities $ (1 ) $ (10,787 ) $ — $ (10,788 ) Trading commodity derivative liabilities — (14 ) — (14 ) Total commodity derivative liabilities $ (1 ) $ (10,801 ) $ — $ (10,802 ) Contingent payment arrangement $ — $ — $ (1,328 ) $ (1,328 ) Level 1 Level 2 Level 3 Total December 31, 2018 Non-trading commodity derivative assets $ 104 $ 9,821 $ — $ 9,925 Trading commodity derivative assets 44 596 — 640 Total commodity derivative assets $ 148 $ 10,417 $ — $ 10,565 Non-trading commodity derivative liabilities $ (352 ) $ (5,685 ) $ — $ (6,037 ) Trading commodity derivative liabilities (75 ) (472 ) — (547 ) Total commodity derivative liabilities $ (427 ) $ (6,157 ) $ — $ (6,584 ) Contingent payment arrangement $ — $ — $ (1,328 ) $ (1,328 ) |
Reconciliation of Liabilities Measured at Fair Value on a Recurring Basis | The following table presents a roll forward of our contingent payment arrangements, which are measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three months ended March 31, 2019 . Major Earnout and Stock Earnout Fair Value at December 31, 2018 $ 1,328 Change in fair value of contingent consideration, net — Accretion of contingent earnout consideration (included within interest expense) — Payments and settlements — Fair Value at March 31, 2019 $ 1,328 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Reconciliation of Retail Gross Margin to Income (Loss) Before Income Tax Expense | Below is a reconciliation of retail gross margin to income (loss) before income tax expense (in thousands): Three Months Ended March 31, 2019 2018 Reconciliation of Retail Gross Margin to Income (loss) before taxes Income (loss) before income tax expense $ 3,786 $ (48,298 ) Interest and other income (189 ) (201 ) Interest expense 2,223 2,245 Operating income (loss) 5,820 (46,254 ) Depreciation and amortization 12,155 13,019 General and administrative 29,476 30,047 Less: Net asset optimization revenues 2,552 2,687 Net, loss on non-trading derivative instruments (19,803 ) (36,712 ) Net, Cash settlements on non-trading derivative instruments 8,125 (14,882 ) Retail Gross Margin $ 56,577 $ 45,719 |
Financial Data for Business Segments | Financial data for business segments are as follows (in thousands): Three Months Ended March 31, 2019 Retail Retail Corporate Eliminations Consolidated Total Revenues $ 182,092 $ 58,062 $ 2,552 $ — $ 242,706 Retail cost of revenues 165,888 29,367 — — 195,255 Less: Net asset optimization revenue — 2,552 — 2,552 Net, (losses) gains on non-trading derivative instruments (21,942 ) 2,139 — — (19,803 ) Current period settlements on non-trading derivatives 8,173 (48 ) — — 8,125 Retail Gross Margin $ 29,973 $ 26,604 $ — $ — $ 56,577 Total Assets at March 31, 2019 $ 2,046,946 $ 707,228 $ 353,782 $ (2,659,093 ) $ 448,863 Goodwill at March 31, 2019 $ 117,813 $ 2,530 $ — $ — $ 120,343 Three Months Ended March 31, 2018 Retail Retail Corporate Eliminations Consolidated Total revenues $ 220,899 $ 63,102 $ 2,687 $ — $ 286,688 Retail cost of revenues 249,547 40,329 — — 289,876 Less: Net asset optimization revenue — — 2,687 — 2,687 Net, losses on non-trading derivative instruments (33,319 ) (3,393 ) — — (36,712 ) Current period settlements on non-trading derivatives (15,048 ) 166 — — (14,882 ) Retail Gross Margin $ 19,719 $ 26,000 $ — $ — $ 45,719 Total Assets at December 31, 2018 $ 1,857,790 $ 649,969 $ 361,697 $ (2,380,718 ) $ 488,738 Goodwill at December 31, 2018 $ 117,813 $ 2,530 $ — $ — $ 120,343 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Immaterial Corrections to Prior Year Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Additional paid-in capital | $ 45,769 | $ 47,900 | $ 46,157 | |
Retained earnings | 62 | (4,114) | 1,307 | |
Total Stockholders' Equity | 44,159 | 42,080 | 45,806 | |
Non-controlling interest in Spark HoldCo, LLC | 41,591 | 66,674 | 44,488 | |
Total equity | 85,750 | 108,754 | 90,294 | $ 159,095 |
Total liabilities, Series A Preferred Stock and Stockholders' equity | 448,863 | 491,697 | $ 488,738 | |
Net loss attributable to stockholders of Class A common stock | (1,245) | (13,132) | ||
Net loss attributable to non-controlling interests | $ 1,963 | $ (30,726) | ||
Net income attributable to Spark Energy, Inc. per share of Class A common stock | ||||
Basic (in dollars per share) | $ (0.09) | $ (1) | ||
Diluted (in dollars per share) | $ (0.09) | $ (1.04) | ||
As Reported | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Additional paid-in capital | $ 27,717 | |||
Retained earnings | (5,726) | |||
Total Stockholders' Equity | 20,285 | |||
Non-controlling interest in Spark HoldCo, LLC | 90,677 | |||
Total equity | 110,962 | |||
Total liabilities, Series A Preferred Stock and Stockholders' equity | 493,905 | |||
Net loss attributable to stockholders of Class A common stock | (14,353) | |||
Net loss attributable to non-controlling interests | $ (29,505) | |||
Net income attributable to Spark Energy, Inc. per share of Class A common stock | ||||
Basic (in dollars per share) | $ (1.09) | |||
Diluted (in dollars per share) | $ (1.09) | |||
Adjustments | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Additional paid-in capital | $ 20,183 | |||
Retained earnings | 1,612 | |||
Total Stockholders' Equity | 21,795 | |||
Non-controlling interest in Spark HoldCo, LLC | (24,003) | |||
Total equity | (2,208) | |||
Total liabilities, Series A Preferred Stock and Stockholders' equity | (2,208) | |||
Net loss attributable to stockholders of Class A common stock | 1,221 | |||
Net loss attributable to non-controlling interests | $ (1,221) | |||
Net income attributable to Spark Energy, Inc. per share of Class A common stock | ||||
Basic (in dollars per share) | $ 0.09 | |||
Diluted (in dollars per share) | $ 0.05 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) - Accounting Standards Update 2016-02 $ in Millions | Jan. 01, 2019USD ($) |
Business Acquisition [Line Items] | |
Impact to right-of-use assets for real estate operating leases | $ 1 |
Impact to liabilities for real estate operating leases | $ 1 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Retail Revenues | ||
Disaggregation of Revenue [Line Items] | ||
Gross receipts taxes | $ 0.4 | $ 0.4 |
Retail Cost of Revenues | ||
Disaggregation of Revenue [Line Items] | ||
Gross receipts taxes | $ 2.7 | $ 2.8 |
Retail Electricity | ||
Disaggregation of Revenue [Line Items] | ||
Typical length of contract | The typical length of a contract to provide electricity is 12 months. | |
Retail Natural Gas | ||
Disaggregation of Revenue [Line Items] | ||
Typical length of contract | Natural gas products may be sold as fixed-price or variable-price products. The typical length of a contract to provide natural gas is 12 months. |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Retail revenues | $ 240,154 | $ 284,001 |
POR | ||
Disaggregation of Revenue [Line Items] | ||
Retail revenues | 157,916 | 193,771 |
Non-POR | ||
Disaggregation of Revenue [Line Items] | ||
Retail revenues | 82,238 | 90,230 |
Unbilled revenue | ||
Disaggregation of Revenue [Line Items] | ||
Retail revenues | (12,811) | (30,914) |
Commercial | ||
Disaggregation of Revenue [Line Items] | ||
Retail revenues | 87,102 | 121,192 |
Residential | ||
Disaggregation of Revenue [Line Items] | ||
Retail revenues | 165,863 | 193,723 |
New England | ||
Disaggregation of Revenue [Line Items] | ||
Retail revenues | 84,762 | 110,449 |
Mid-Atlantic | ||
Disaggregation of Revenue [Line Items] | ||
Retail revenues | 88,180 | 103,486 |
Midwest | ||
Disaggregation of Revenue [Line Items] | ||
Retail revenues | 42,596 | 37,093 |
Southwest | ||
Disaggregation of Revenue [Line Items] | ||
Retail revenues | 24,616 | 32,973 |
Retail Electricity | ||
Disaggregation of Revenue [Line Items] | ||
Retail revenues | 182,092 | 220,899 |
Retail Electricity | POR | ||
Disaggregation of Revenue [Line Items] | ||
Retail revenues | 128,937 | 157,001 |
Retail Electricity | Non-POR | ||
Disaggregation of Revenue [Line Items] | ||
Retail revenues | 53,155 | 63,898 |
Retail Electricity | Unbilled revenue | ||
Disaggregation of Revenue [Line Items] | ||
Retail revenues | (9,911) | (23,988) |
Retail Electricity | Commercial | ||
Disaggregation of Revenue [Line Items] | ||
Retail revenues | 67,235 | 96,893 |
Retail Electricity | Residential | ||
Disaggregation of Revenue [Line Items] | ||
Retail revenues | 124,768 | 147,994 |
Retail Electricity | New England | ||
Disaggregation of Revenue [Line Items] | ||
Retail revenues | 76,234 | 101,098 |
Retail Electricity | Mid-Atlantic | ||
Disaggregation of Revenue [Line Items] | ||
Retail revenues | 66,811 | 77,555 |
Retail Electricity | Midwest | ||
Disaggregation of Revenue [Line Items] | ||
Retail revenues | 22,107 | 17,835 |
Retail Electricity | Southwest | ||
Disaggregation of Revenue [Line Items] | ||
Retail revenues | 16,940 | 24,411 |
Retail Natural Gas | ||
Disaggregation of Revenue [Line Items] | ||
Retail revenues | 58,062 | 63,102 |
Retail Natural Gas | POR | ||
Disaggregation of Revenue [Line Items] | ||
Retail revenues | 28,979 | 36,770 |
Retail Natural Gas | Non-POR | ||
Disaggregation of Revenue [Line Items] | ||
Retail revenues | 29,083 | 26,332 |
Retail Natural Gas | Unbilled revenue | ||
Disaggregation of Revenue [Line Items] | ||
Retail revenues | (2,900) | (6,926) |
Retail Natural Gas | Commercial | ||
Disaggregation of Revenue [Line Items] | ||
Retail revenues | 19,867 | 24,299 |
Retail Natural Gas | Residential | ||
Disaggregation of Revenue [Line Items] | ||
Retail revenues | 41,095 | 45,729 |
Retail Natural Gas | New England | ||
Disaggregation of Revenue [Line Items] | ||
Retail revenues | 8,528 | 9,351 |
Retail Natural Gas | Mid-Atlantic | ||
Disaggregation of Revenue [Line Items] | ||
Retail revenues | 21,369 | 25,931 |
Retail Natural Gas | Midwest | ||
Disaggregation of Revenue [Line Items] | ||
Retail revenues | 20,489 | 19,258 |
Retail Natural Gas | Southwest | ||
Disaggregation of Revenue [Line Items] | ||
Retail revenues | $ 7,676 | $ 8,562 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) kWh in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Oct. 31, 2018USD ($)kWh | Mar. 31, 2018USD ($)usd_per_rcekWhmarketstate | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2019USD ($)kWh | Dec. 31, 2018USD ($)kWh | |
Business Acquisition [Line Items] | ||||||
Balance in escrow account reflected as restricted cash | $ 2,767,000 | $ 2,767,000 | $ 8,636,000 | |||
Affiliated Entity | Asset Purchase Agreement | ||||||
Business Acquisition [Line Items] | ||||||
Residential customer equivalents (kwh) | kWh | 350 | |||||
Purchase price per RCE (in dollars per RCE) | usd_per_rce | 250 | |||||
Cash purchase price | $ 12,500,000 | |||||
Paid to affiliate under the terms of the purchase agreement | $ 8,800,000 | |||||
Net distribution to NG&E recorded in equity | 100,000 | $ 7,100,000 | ||||
Affiliated Entity | NG&E | Asset Purchase Agreement | ||||||
Business Acquisition [Line Items] | ||||||
Number of markets | market | 24 | |||||
Number of states | state | 8 | |||||
Residential customer equivalents (kwh) | kWh | 500 | 350 | ||||
Purchase price per RCE (in dollars per RCE) | usd_per_rce | 250 | |||||
Cash purchase price | $ 12,500,000 | |||||
Paid to affiliate under the terms of the purchase agreement | $ 8,800,000 | |||||
Transfer of assets | 1,700,000 | $ 1,700,000 | ||||
Net distribution to NG&E recorded in equity | 7,100,000 | |||||
HIKO | ||||||
Business Acquisition [Line Items] | ||||||
Total purchase price | $ 6,000,000 | |||||
Number of markets | market | 42 | |||||
Number of states | state | 7 | |||||
Residential customer equivalents (kwh) | kWh | 290 | |||||
Starion Energy | ||||||
Business Acquisition [Line Items] | ||||||
Total purchase price | $ 10,700,000 | |||||
Residential customer equivalents (kwh) | kWh | 600 | 510 | ||||
Payments under purchase agreement to date | $ 7,900,000 | |||||
Balance in escrow account reflected as restricted cash | $ 2,800,000 | $ 2,800,000 | $ 8,600,000 |
Acquisitions - Allocation of Pu
Acquisitions - Allocation of Purchase Consideration (Details) - HIKO $ in Thousands | Dec. 31, 2018USD ($) |
Business Acquisition [Line Items] | |
Cash and restricted cash | $ 375 |
Intangible assets—customer relationships | 6,031 |
Net working capital, net of cash acquired | 8,465 |
Fair value of derivative liabilities | (205) |
Total | $ 14,666 |
Equity - Schedule of Economic I
Equity - Schedule of Economic Interests (Details) - The Company | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Class of Stock [Line Items] | ||
Economic interest (as a percent) | 40.64% | 40.53% |
Affiliated Owners | ||
Class of Stock [Line Items] | ||
Economic interest (as a percent) | 59.36% | 59.47% |
Equity - Summary of Net Income
Equity - Summary of Net Income (Loss) and Income Tax Expense (Benefit) Attributable to Non-controlling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Equity [Abstract] | ||
Net income (loss) allocated to non-controlling interest | $ 993 | $ (31,109) |
Income tax benefit allocated to non-controlling interest | (970) | (383) |
Net income (loss) attributable to non-controlling interest | $ 1,963 | $ (30,726) |
Equity - Narrative (Details)
Equity - Narrative (Details) shares in Millions, $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($)shares | |
Equity [Abstract] | |
Dividends paid | $ | $ 6.3 |
Class B Common Stock | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Shares excluded from computation of diluted earnings per share (in shares) | 20.8 |
Restricted Stock Units | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Shares excluded from computation of diluted earnings per share (in shares) | 1.2 |
Equity - Computation of Basic a
Equity - Computation of Basic and Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Equity [Abstract] | ||
Net income (loss) attributable to Spark Energy, Inc. stockholders | $ 782 | $ (11,105) |
Less: Dividend on Series A preferred stock | 2,027 | 2,027 |
Net loss attributable to stockholders of Class A common stock | $ (1,245) | $ (13,132) |
Basic weighted average Class A common shares outstanding (in shares) | 14,135 | 13,136 |
Basic loss per share attributable to stockholders (in dollars per share) | $ (0.09) | $ (1) |
Net loss attributable to stockholders of Class A common stock | $ (1,245) | $ (13,132) |
Effect of conversion of Class B common stock to shares of Class A common stock | 0 | (22,799) |
Diluted net loss attributable to stockholders of Class A common stock | $ (1,245) | $ (35,931) |
Basic weighted average Class A common shares outstanding (in shares) | 14,135 | 13,136 |
Effect of dilutive Class B common stock (in shares) | 0 | 21,485 |
Effect of dilutive restricted stock units (in shares) | 0 | 0 |
Diluted weighted average shares outstanding (in shares) | 14,135 | 34,621 |
Diluted loss per share attributable to stockholders (in dollars per share) | $ (0.09) | $ (1.04) |
Equity - Carrying Amounts and C
Equity - Carrying Amounts and Classification of Assets and Liabilities (Details) - Variable Interest Entity, Primary Beneficiary - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Variable Interest Entity [Line Items] | ||
Total Assets | $ 414,864 | $ 448,055 |
Total Liabilities | 244,499 | 280,169 |
Total current assets | ||
Variable Interest Entity [Line Items] | ||
Total Assets | 250,868 | 280,553 |
Cash and cash equivalents | ||
Variable Interest Entity [Line Items] | ||
Total Assets | 32,340 | 36,724 |
Accounts receivable | ||
Variable Interest Entity [Line Items] | ||
Total Assets | 130,887 | 150,866 |
Other current assets | ||
Variable Interest Entity [Line Items] | ||
Total Assets | 87,641 | 92,963 |
Total non-current assets | ||
Variable Interest Entity [Line Items] | ||
Total Assets | 163,996 | 167,502 |
Goodwill | ||
Variable Interest Entity [Line Items] | ||
Total Assets | 120,343 | 120,343 |
Other assets | ||
Variable Interest Entity [Line Items] | ||
Total Assets | 43,653 | 47,159 |
Total current liabilities | ||
Variable Interest Entity [Line Items] | ||
Total Liabilities | 128,169 | 140,350 |
Accounts payable and accrued liabilities | ||
Variable Interest Entity [Line Items] | ||
Total Liabilities | 61,569 | 79,692 |
Contingent consideration | ||
Variable Interest Entity [Line Items] | ||
Total Liabilities | 1,328 | 1,328 |
Other current liabilities | ||
Variable Interest Entity [Line Items] | ||
Total Liabilities | 65,272 | 59,330 |
Total long-term liabilities | ||
Variable Interest Entity [Line Items] | ||
Total Liabilities | 116,330 | 139,819 |
Long-term portion of Senior Credit Facility | ||
Variable Interest Entity [Line Items] | ||
Total Liabilities | 110,500 | 129,500 |
Subordinated debt — affiliate | ||
Variable Interest Entity [Line Items] | ||
Total Liabilities | 0 | 10,000 |
Other long-term liabilities | ||
Variable Interest Entity [Line Items] | ||
Total Liabilities | $ 5,830 | $ 319 |
Preferred Stock - Narrative (De
Preferred Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jan. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Class of Stock [Line Items] | ||||
Net proceeds | $ 48,900 | $ 0 | $ 48,490 | |
Paid compensation and offering expenses (less than for ATM Agreement) | $ 500 | |||
Dividends paid | 2,027 | $ 2,027 | ||
LIBOR | ||||
Class of Stock [Line Items] | ||||
Preferred stock dividend accrual rate | 8.75% | |||
Series A Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares issued (in shares) | 2,000,000 | |||
Preferred stock, price per share (in dollars per share) | $ 25.25 | |||
Preferred stock, price per share, net of underwriting discounts and commissions (in dollars per share) | $ 24.45 | |||
Dividends paid | 2,000 | |||
Dividend accrual | $ 2,000 | |||
Series A Preferred Stock | ATM Agreement | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares issued (in shares) | 2,917 | |||
Net proceeds | $ 100 | |||
Paid compensation and offering expenses (less than for ATM Agreement) | $ 100 |
Preferred Stock - Summary of Pr
Preferred Stock - Summary of Preferred Equity Balance (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Beginning balance | $ 90,758 |
Accumulated dividends on Series A Preferred Stock | 0 |
Ending balance | $ 90,758 |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($)derivative_instrument |
Derivative [Line Items] | ||
Collateral paid | $ 0 | $ 0 |
Not Designated as Hedges | Interest Rate Swap Agreements | ||
Derivative [Line Items] | ||
Number of instruments held | derivative_instrument | 2 | |
Notional amount | 10,000,000 | |
Fair value liability (less than) | $ 100,000 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Notional Amounts (Details) MWh in Thousands, MMBTU in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019MWhMMBTU | Dec. 31, 2018MWhMMBTU | |
Non-trading | Natural Gas | Buy | ||
Derivatives, Fair Value [Line Items] | ||
Net notional volume (energy measure) | 6,543 | 8,176 |
Non-trading | Natural Gas Basis | Buy | ||
Derivatives, Fair Value [Line Items] | ||
Net notional volume (energy measure) | 77 | 115 |
Non-trading | Electricity | Buy | ||
Derivatives, Fair Value [Line Items] | ||
Net notional volume (energy measure) | MWh | 7,791 | 6,781 |
Trading | Natural Gas | Buy | ||
Derivatives, Fair Value [Line Items] | ||
Net notional volume (energy measure) | 499 | 188 |
Trading | Natural Gas Basis | Sell | ||
Derivatives, Fair Value [Line Items] | ||
Net notional volume (energy measure) | 0 | 380 |
Derivative Instruments - (Losse
Derivative Instruments - (Losses) Gains on Derivative Instruments (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Loss on derivatives, net | $ (19,541,000) | $ (36,542,000) |
Total current period settlements on derivatives | 8,025,000 | (15,537,000) |
Non-trading | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Loss on derivatives, net | (19,803,000) | (36,712,000) |
Total current period settlements on derivatives | 8,125,000 | (14,882,000) |
Non-trading | Various Acquisitions | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total current period settlements on derivatives | 100,000 | (800,000) |
Trading | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Loss on derivatives, net | 262,000 | 170,000 |
Total current period settlements on derivatives | (100,000) | (655,000) |
Trading | Various Acquisitions | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total current period settlements on derivatives | $ (900,000) | $ 0 |
Derivative Instruments - Offset
Derivative Instruments - Offsetting Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Total Derivative Assets | ||
Offsetting Assets [Line Items] | ||
Gross Assets | $ 19,190 | $ 29,040 |
Gross Amounts Offset | (16,841) | (18,475) |
Net Assets | 2,349 | 10,565 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 2,349 | 10,565 |
Total Current Derivative Assets | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 18,167 | 19,383 |
Gross Amounts Offset | (15,964) | (12,094) |
Net Assets | 2,203 | 7,289 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 2,203 | 7,289 |
Non-trading commodity derivatives | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 17,918 | 18,649 |
Gross Amounts Offset | (15,837) | (12,000) |
Net Assets | 2,081 | 6,649 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 2,081 | 6,649 |
Trading commodity derivatives | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 249 | 734 |
Gross Amounts Offset | (127) | (94) |
Net Assets | 122 | 640 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 122 | 640 |
Total Non-current Derivative Assets | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 1,023 | 9,657 |
Gross Amounts Offset | (877) | (6,381) |
Net Assets | 146 | 3,276 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 146 | 3,276 |
Non-trading commodity derivatives | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 818 | 9,657 |
Gross Amounts Offset | (818) | (6,381) |
Net Assets | 0 | 3,276 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 0 | 3,276 |
Trading commodity derivatives | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 205 | 0 |
Gross Amounts Offset | (59) | 0 |
Net Assets | 146 | 0 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | $ 146 | $ 0 |
Derivative Instruments - Offs_2
Derivative Instruments - Offsetting Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Total Derivative Liabilities | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | $ (22,282) | $ (22,088) |
Gross Amounts Offset | 11,480 | 15,504 |
Net Liabilities | (10,802) | (6,584) |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | (10,802) | (6,584) |
Total Current Derivative Liabilities | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (14,907) | (21,882) |
Gross Amounts Offset | 9,389 | 15,404 |
Net Liabilities | (5,518) | (6,478) |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | (5,518) | (6,478) |
Non-trading commodity derivatives | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (14,892) | (21,391) |
Gross Amounts Offset | 9,388 | 15,385 |
Net Liabilities | (5,504) | (6,006) |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | (5,504) | (6,006) |
Trading commodity derivatives | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (15) | (491) |
Gross Amounts Offset | 1 | 19 |
Net Liabilities | (14) | (472) |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | (14) | (472) |
Total Non-current Derivative Assets | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (7,375) | (206) |
Gross Amounts Offset | 2,091 | 100 |
Net Liabilities | (5,284) | (106) |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | (5,284) | (106) |
Non-trading commodity derivatives | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (7,375) | (71) |
Gross Amounts Offset | 2,091 | 40 |
Net Liabilities | (5,284) | (31) |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | (5,284) | (31) |
Trading commodity derivatives | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | 0 | (135) |
Gross Amounts Offset | 0 | 60 |
Net Liabilities | 0 | (75) |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | $ 0 | $ (75) |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 41,662 | $ 41,411 |
Accumulated depreciation | (37,791) | (37,045) |
Property and equipment—net | 3,871 | 4,366 |
Information technology | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 34,862 | 34,611 |
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] | ||
Property and equipment, gross | $ 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] | ||
Property and equipment, gross | $ 1,964 | 1,964 |
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 | |
Building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 268 | $ 268 |
Building improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives (years) | 2 years | |
Building improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives (years) | 5 years |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 0.7 | $ 1.2 | |
Information technology | |||
Property, Plant and Equipment [Line Items] | |||
Costs associated with assets not yet placed into service | $ 0.6 | $ 0.3 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Goodwill, Customer Relationships and Trademarks (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 120,343 | $ 120,343 |
Finite-Lived Intangible Assets [Line Items] | ||
Total | 50,731 | |
Customer relationships—Acquired | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 99,402 | 99,402 |
Accumulated amortization | (67,679) | (63,208) |
Total | 31,723 | 36,194 |
Customer relationships—Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 23,029 | 16,155 |
Accumulated amortization | (10,868) | (9,290) |
Total | 12,161 | 6,865 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 9,770 | 9,770 |
Accumulated amortization | (2,923) | (2,483) |
Total | $ 6,847 | $ 7,287 |
Intangible Assets - Changes in
Intangible Assets - Changes in Goodwill, Customer Relationships and Trademarks (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Goodwill [Roll Forward] | |
Balance at beginning of period | $ 120,343 |
Balance at end of period | 120,343 |
Finite-lived Intangible Assets [Roll Forward] | |
Balance at end of period | 50,731 |
Customer Relationships— Acquired & Non-Compete Agreements | |
Finite-lived Intangible Assets [Roll Forward] | |
Balance at beginning of period | 36,194 |
Amortization | (4,471) |
Balance at end of period | 31,723 |
Customer Relationships— Other | |
Finite-lived Intangible Assets [Roll Forward] | |
Balance at beginning of period | 6,865 |
Additions | 6,874 |
Amortization | (1,578) |
Balance at end of period | 12,161 |
Trademarks | |
Finite-lived Intangible Assets [Roll Forward] | |
Balance at beginning of period | 7,287 |
Amortization | (440) |
Balance at end of period | $ 6,847 |
Intangible Assets - Future Amor
Intangible Assets - Future Amortization Expense (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Year ending December 31, | |
2019 | $ 13,678 |
2020 | 14,548 |
2021 | 12,974 |
2022 | 6,034 |
2023 | 450 |
More than 5 years | 3,047 |
Total | $ 50,731 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||
Total current portion of debt | $ 5,900,000 | $ 6,936,000 |
Total long-term debt | 110,500,000 | 139,500,000 |
Subordinated Debt | 0 | 10,000,000 |
Total debt | $ 116,400,000 | $ 146,436,000 |
Senior Credit Facility | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 5.52% | 5.48% |
Letters of credit issued | $ 49,200,000 | $ 49,400,000 |
Senior Credit Facility | Senior Credit Facility | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 110,500,000 | 129,500,000 |
Note Payable | Note Payable - Verde | ||
Debt Instrument [Line Items] | ||
Total current portion of debt | $ 5,900,000 | $ 6,936,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Dec. 27, 2016USD ($) | Jul. 31, 2017USD ($)payment | Mar. 31, 2019USD ($)shares | Jan. 28, 2019USD ($) | Dec. 31, 2018USD ($) | Jan. 31, 2018USD ($) |
Debt Disclosure [Abstract] | ||||||
Capitalized financing costs | $ 1,300,000 | $ 1,400,000 | ||||
Capitalized financing costs, other current | 1,100,000 | 1,000,000 | ||||
Capitalized financing costs, other non-current | 200,000 | 400,000 | ||||
Debt Instrument [Line Items] | ||||||
Outstanding under subordinated note | 0 | 10,000,000 | ||||
Debt outstanding | $ 116,400,000 | 146,436,000 | ||||
Senior Secured Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 217,500,000 | |||||
Maximum leverage ratio | 250.00% | |||||
Maximum senior secured leverage ratio | 185.00% | |||||
Percentage of obligations, limit | 50.00% | |||||
Debt default, material judgment (in excess of) | $ 5,000,000 | |||||
Minimum | Senior Secured Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Fixed charge coverage ratio | 125.00% | |||||
Class A Common Stock | Senior Secured Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Amount entitled to repurchase of Class A common stock (in shares) | shares | 10,000,000 | |||||
Series A Preferred Stock | Senior Secured Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Share repurchase program, amount authorized | $ 92,700,000 | |||||
Common Class A and Common Class B | Senior Secured Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Default share limit, minimum amount (in shares) | shares | 13,600,000 | |||||
Senior Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding letters of credit | $ 49,200,000 | 49,400,000 | ||||
Subordinated Debt | Retailco | ||||||
Debt Instrument [Line Items] | ||||||
Subordinated debt | $ 25,000,000 | 25,000,000 | ||||
Subordinated debt, advances, no less than | $ 1,000,000 | $ 1,000,000 | ||||
Subordinated debt, interest rate on advances | 5.00% | 5.00% | ||||
Minimum availability under the borrowing base | $ 5,000,000 | |||||
Promissory Notes | Verde Promissory Note | ||||||
Debt Instrument [Line Items] | ||||||
Notes, issued amount | $ 20,000,000 | |||||
Notes, number of installments | payment | 18 | |||||
Interest rate | 5.00% | 9.00% | ||||
Debt outstanding | 0 | 1,000,000 | ||||
Promissory Notes | Verde Earnout Termination Note | ||||||
Debt Instrument [Line Items] | ||||||
Notes, issued amount | $ 5,900,000 | |||||
Debt outstanding | 5,900,000 | $ 5,900,000 | ||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 217,500,000 | |||||
Outstanding under credit facility | 110,500,000 | |||||
Revolving Credit Facility | Working Capital Line | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding under credit facility | $ 0 | |||||
Debt instrument, annual repayment, percent | 25.00% | |||||
Debt instrument, quarterly repayment, percent | 6.25% | |||||
Nonutilization fee, percent | 0.50% | |||||
Revolving Credit Facility | Eurodollar | Working Capital Line | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 3.00% | |||||
Revolving Credit Facility | Base Rate | Working Capital Line | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.00% | |||||
Revolving Credit Facility | Federal Funds Rate | Working Capital Line | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.50% | |||||
Revolving Credit Facility | Federal Funds Rate | Acquisition Line | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.50% | |||||
Revolving Credit Facility | Reference Eurodollar Rate | Working Capital Line | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.00% | |||||
Revolving Credit Facility | Reference Eurodollar Rate | Acquisition Line | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.00% | |||||
Revolving Credit Facility | Maximum | Eurodollar | Acquisition Line | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 3.75% | |||||
Revolving Credit Facility | Maximum | Base Rate | Acquisition Line | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 2.75% |
Debt - Components of Interest E
Debt - Components of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Line of Credit Facility [Line Items] | ||
Amortization of deferred financing costs | $ 268 | $ 295 |
Interest Expense | 2,223 | 2,245 |
Subordinated debt | ||
Line of Credit Facility [Line Items] | ||
Interest incurred | 4 | 1 |
Note Payable—Verde Promissory Note | ||
Line of Credit Facility [Line Items] | ||
Interest incurred | 141 | 327 |
Working Capital Facility | ||
Line of Credit Facility [Line Items] | ||
Letters of credit fees and commitment fees | 368 | 358 |
Working Capital Facility | Senior Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Interest incurred | $ 1,442 | $ 1,264 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | $ 2,349 | $ 10,565 |
Total commodity derivative liabilities | (10,802) | (6,584) |
Contingent payment arrangement | (1,328) | (1,328) |
Non-trading commodity derivative | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 2,081 | 9,925 |
Total commodity derivative liabilities | (10,788) | (6,037) |
Trading commodity derivative | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 268 | 640 |
Total commodity derivative liabilities | (14) | (547) |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 420 | 148 |
Total commodity derivative liabilities | (1) | (427) |
Contingent payment arrangement | 0 | 0 |
Level 1 | Non-trading commodity derivative | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 176 | 104 |
Total commodity derivative liabilities | (1) | (352) |
Level 1 | Trading commodity derivative | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 244 | 44 |
Total commodity derivative liabilities | 0 | (75) |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 1,929 | 10,417 |
Total commodity derivative liabilities | (10,801) | (6,157) |
Contingent payment arrangement | 0 | 0 |
Level 2 | Non-trading commodity derivative | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 1,905 | 9,821 |
Total commodity derivative liabilities | (10,787) | (5,685) |
Level 2 | Trading commodity derivative | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 24 | 596 |
Total commodity derivative liabilities | (14) | (472) |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 0 | 0 |
Total commodity derivative liabilities | 0 | 0 |
Contingent payment arrangement | (1,328) | (1,328) |
Level 3 | Non-trading commodity derivative | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 0 | 0 |
Total commodity derivative liabilities | 0 | 0 |
Level 3 | Trading commodity derivative | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 0 | 0 |
Total commodity derivative liabilities | $ 0 | $ 0 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Liabilities Measured at Fair Value on a Recurring Basis (Details) - Recurring $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair Value at beginning of period | $ 1,328 |
Fair Value at end of period | 1,328 |
Level 3 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair Value at beginning of period | 1,328 |
Fair Value at end of period | 1,328 |
Major Earnout and Stock Earnout | Level 3 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair Value at beginning of period | 1,328 |
Change in fair value of contingent consideration, net | 0 |
Accretion of contingent earnout consideration (included within interest expense) | 0 |
Payments and settlements | 0 |
Fair Value at end of period | $ 1,328 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||
Short-term liability | $ 1,658 | $ 1,658 | |
Income tax rate | 27.50% | 13.40% | |
NuDevco Retail Holdings and NuDevco Retail | |||
Related Party Transaction [Line Items] | |||
Net deferred tax asset | $ 15,600 | ||
NuDevco Retail Holdings and NuDevco Retail | Tax Receivable Agreement | |||
Related Party Transaction [Line Items] | |||
Total liability | 27,600 | ||
NuDevco Retail Holdings and NuDevco Retail | Tax Receivable Agreement | Taxes Payable, Current, Related Parties | |||
Related Party Transaction [Line Items] | |||
Short-term liability | $ 1,700 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | May 03, 2019 | Mar. 31, 2019USD ($)investigation | Jun. 30, 2019 | Dec. 31, 2018USD ($) |
Loss Contingencies [Line Items] | ||||
Number of current investigations | investigation | 2 | |||
Failure to Comply With Regulations, Notice of Violation and Assessment of Civil Penalty | ||||
Loss Contingencies [Line Items] | ||||
Notice of violation and assessment of civil penalty | $ 0.9 | |||
Contingent liabilities | 0.2 | |||
Failure to Comply With Regulations, Notice of Violation of Marketing Practices and Assessment of Civil Penalty | ||||
Loss Contingencies [Line Items] | ||||
Notice of violation and assessment of civil penalty | 0.8 | |||
Litigation and Regulatory Matters | ||||
Loss Contingencies [Line Items] | ||||
Contingent liabilities | 3.2 | $ 0.9 | ||
Indirect Tax Audits | ||||
Loss Contingencies [Line Items] | ||||
Contingent liabilities | $ 1 | $ 0.6 | ||
Major | State of Illinois v. Major Energy Electric Services, LLC | Pending Litigation | Scenario, Forecast | ||||
Loss Contingencies [Line Items] | ||||
Term of settlement agreement | 18 months | |||
Verde Ohio | Investigation by the Public Utility Commission of Ohio | Pending Litigation | Scenario, Forecast | Subsequent Event | ||||
Loss Contingencies [Line Items] | ||||
Term of settlement agreement | 30 days |
Transactions with Affiliates (D
Transactions with Affiliates (Details) $ / shares in Units, kWh in Millions | Dec. 27, 2016USD ($) | Mar. 31, 2018USD ($)usd_per_rcekWh | Mar. 31, 2019USD ($)$ / shares | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018USD ($)kWh |
Related Party Transaction [Line Items] | ||||||
Net amount direct billed and allocated from affiliates | $ 29,476,000 | $ 30,047,000 | ||||
Current accounts receivable - affiliates | 2,631,000 | $ 2,558,000 | $ 2,558,000 | |||
Current accounts payable - affiliates | 2,447,000 | 2,464,000 | 2,464,000 | |||
Revenues recorded in net asset optimization revenues related to affiliates | 2,552,000 | 2,687,000 | ||||
Cash received for disgorgement of stockholders short-swing profits (less than for the three months ended March 31, 2019) | 46,000 | 244,000 | ||||
Outstanding under subordinated note | $ 0 | 10,000,000 | 10,000,000 | |||
Tax receivable agreement, net cash savings (as a percent) | 15.00% | |||||
TRA payment | 6,200,000 | |||||
Liability related to TRA, current | $ 1,658,000 | 1,658,000 | $ 1,658,000 | |||
Subordinated debt | Retailco | ||||||
Related Party Transaction [Line Items] | ||||||
Subordinated borrowing, interest rate | 5.00% | |||||
Subordinated debt—affiliate | $ 25,000,000 | 25,000,000 | ||||
Subordinated debt, advances | $ 1,000,000 | $ 1,000,000 | ||||
Subordinated debt, interest rate on advances | 5.00% | 5.00% | ||||
Affiliated Entity | Allocated Overhead Costs | ||||||
Related Party Transaction [Line Items] | ||||||
Net amount direct billed and allocated from affiliates | $ 100,000 | 6,900,000 | ||||
Affiliated Entity | Purchased Natural Gas From Affiliate | ||||||
Related Party Transaction [Line Items] | ||||||
Cost of revenues recorded in net asset optimization revenues (less than) | 100,000 | 100,000 | ||||
Affiliated Entity | Asset Purchase Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Residential customer equivalents (kwh) | kWh | 350 | |||||
Purchase price per RCE (in dollars per RCE) | usd_per_rce | 250 | |||||
Cash purchase price (up to) | $ 12,500,000 | |||||
Paid to affiliate under the terms of the purchase agreement | 8,800,000 | $ 8,800,000 | ||||
Net distribution to NG&E recorded in equity (less than as of March 31, 2019) | 100,000 | 7,100,000 | ||||
NuDevco Retail Holdings and NuDevco Retail | ||||||
Related Party Transaction [Line Items] | ||||||
Distributions to affiliates | $ 3,800,000 | 3,900,000 | ||||
Tax receivable agreement, net cash savings (as a percent) | 85.00% | |||||
Tax receivable agreement, deferral period | 5 years | |||||
Tax receivable agreement, coverage percentage | 130.00% | |||||
NuDevco Retail Holdings and NuDevco Retail | Common Class A | ||||||
Related Party Transaction [Line Items] | ||||||
Tax receivable agreement, target dividend (in dollars per share) | $ / shares | $ 0.18125 | |||||
NuDevco Retail Holdings and NuDevco Retail | Series A Preferred Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Tax receivable agreement, target dividend (in dollars per share) | $ / shares | $ 0.546875 | |||||
NuDevco Retail Holdings and NuDevco Retail | Payment of Income Taxes Incurred by the Company | ||||||
Related Party Transaction [Line Items] | ||||||
Distributions to affiliates | $ 0 | 900,000 | ||||
National Gas & Electric, LLC | Affiliated Entity | Asset Purchase Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Residential customer equivalents (kwh) | kWh | 500 | 350 | ||||
Purchase price per RCE (in dollars per RCE) | usd_per_rce | 250 | |||||
Cash purchase price (up to) | $ 12,500,000 | |||||
Paid to affiliate under the terms of the purchase agreement | 8,800,000 | $ 8,800,000 | ||||
Net distribution to NG&E recorded in equity (less than as of March 31, 2019) | 7,100,000 | |||||
Retailco | Affiliated Entity | Allocated Overhead Costs | ||||||
Related Party Transaction [Line Items] | ||||||
Net amount direct billed and allocated from affiliates | 0 | 5,300,000 | ||||
Retailco | Affiliated Entity | Property and Equipment Capitalized | ||||||
Related Party Transaction [Line Items] | ||||||
Capitalized under Master Service Agreement | 0 | 500,000 | ||||
Retailco and NuDevco Retail | Tax Receivable Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Total liability related to TRA | 27,600,000 | 27,600,000 | 27,600,000 | |||
Liability related to TRA, current | 1,700,000 | $ 1,700,000 | $ 1,700,000 | |||
Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Revenues recorded in net asset optimization revenues related to affiliates | $ 1,200,000 | $ 600,000 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting [Abstract] | ||
Asset optimization revenue | $ 23.4 | $ 78.2 |
Asset optimization cost of revenues | $ 20.8 | $ 75.5 |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Retail Gross Margin to Income (Loss) Before Income Tax Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Income (loss) before income tax expense (benefit) | $ 3,786 | $ (48,298) |
Interest and other income | (189) | (201) |
Interest expense | 2,223 | 2,245 |
Operating income (loss) | 5,820 | (46,254) |
Depreciation and amortization | 12,155 | 13,019 |
General and administrative | 29,476 | 30,047 |
Less: | ||
Net asset optimization revenues | 2,552 | 2,687 |
Net, losses on non-trading derivative instruments | (19,541) | (36,542) |
Net, Cash settlements on non-trading derivative instruments | 7,106 | (16,442) |
Retail Gross Margin | 56,577 | 45,719 |
Non-trading | ||
Less: | ||
Net, losses on non-trading derivative instruments | (19,803) | (36,712) |
Net, Cash settlements on non-trading derivative instruments | $ 8,125 | $ (14,882) |
Segment Reporting - Financial D
Segment Reporting - Financial Data for Business Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Total Revenues | $ 242,706 | $ 286,688 | |
Retail cost of revenues | 195,255 | 289,876 | |
Less: | |||
Net asset optimization revenue | 2,552 | 2,687 | |
Net, losses on non-trading derivative instruments | (19,541) | (36,542) | |
Current period settlements on non-trading derivatives | 8,025 | (15,537) | |
Retail Gross Margin | 56,577 | 45,719 | |
Total Assets | 448,863 | $ 488,738 | |
Goodwill | 120,343 | 120,343 | |
Non-trading | |||
Less: | |||
Net, losses on non-trading derivative instruments | (19,803) | (36,712) | |
Current period settlements on non-trading derivatives | 8,125 | (14,882) | |
Operating Segments | Retail Electricity | |||
Segment Reporting Information [Line Items] | |||
Total Revenues | 182,092 | 220,899 | |
Retail cost of revenues | 165,888 | 249,547 | |
Less: | |||
Net asset optimization revenue | 0 | 0 | |
Retail Gross Margin | 29,973 | 19,719 | |
Total Assets | 2,046,946 | 1,857,790 | |
Goodwill | 117,813 | 117,813 | |
Operating Segments | Retail Electricity | Non-trading | |||
Less: | |||
Net, losses on non-trading derivative instruments | (21,942) | (33,319) | |
Current period settlements on non-trading derivatives | 8,173 | (15,048) | |
Operating Segments | Retail Natural Gas | |||
Segment Reporting Information [Line Items] | |||
Total Revenues | 58,062 | 63,102 | |
Retail cost of revenues | 29,367 | 40,329 | |
Less: | |||
Net asset optimization revenue | 0 | ||
Retail Gross Margin | 26,604 | 26,000 | |
Total Assets | 707,228 | 649,969 | |
Goodwill | 2,530 | 2,530 | |
Operating Segments | Retail Natural Gas | Non-trading | |||
Less: | |||
Net, losses on non-trading derivative instruments | 2,139 | (3,393) | |
Current period settlements on non-trading derivatives | (48) | 166 | |
Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Total Revenues | 2,552 | 2,687 | |
Retail cost of revenues | 0 | 0 | |
Less: | |||
Net asset optimization revenue | 2,552 | 2,687 | |
Retail Gross Margin | 0 | 0 | |
Total Assets | 353,782 | 361,697 | |
Goodwill | 0 | 0 | |
Corporate and Other | Non-trading | |||
Less: | |||
Net, losses on non-trading derivative instruments | 0 | 0 | |
Current period settlements on non-trading derivatives | 0 | 0 | |
Eliminations | |||
Segment Reporting Information [Line Items] | |||
Total Revenues | 0 | 0 | |
Retail cost of revenues | 0 | 0 | |
Less: | |||
Net asset optimization revenue | 0 | 0 | |
Retail Gross Margin | 0 | 0 | |
Total Assets | (2,659,093) | (2,380,718) | |
Goodwill | 0 | $ 0 | |
Eliminations | Non-trading | |||
Less: | |||
Net, losses on non-trading derivative instruments | 0 | 0 | |
Current period settlements on non-trading derivatives | $ 0 | $ 0 |