Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 03, 2020 | Jun. 28, 2019 | |
Class of Stock [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Interactive Data Current | Yes | ||
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 | false | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 128 | ||
Common Class A | |||
Class of Stock [Line Items] | |||
Title of 12(b) Security | Class A common stock, par value $0.01 per share | ||
Entity Interactive Data Current | SPKE | ||
Entity Common Stock, Shares Outstanding | 14,379,553 | ||
Common Class B | |||
Class of Stock [Line Items] | |||
Entity Common Stock, Shares Outstanding | 20,800,000 | ||
Series A Preferred Stock | |||
Class of Stock [Line Items] | |||
Title of 12(b) Security | 8.75% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share | ||
Entity Interactive Data Current | SPKEP | ||
Entity Common Stock, Shares Outstanding | 3,670,144 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 56,664,000 | $ 41,002,000 |
Restricted cash | 1,004,000 | 8,636,000 |
Accounts receivable, net of allowance for doubtful accounts of $4,797 and $3,353 as of December 31, 2019 and 2018, respectively | 113,635,000 | 150,866,000 |
Accounts receivable—affiliates | 2,032,000 | 2,558,000 |
Inventory | 2,954,000 | 3,878,000 |
Fair value of derivative assets | 464,000 | 7,289,000 |
Customer acquisition costs, net | 8,649,000 | 14,431,000 |
Customer relationships, net | 13,607,000 | 16,630,000 |
Deposits | 6,806,000 | 9,226,000 |
Renewable energy credit asset | 24,204,000 | 25,717,000 |
Other current assets | 6,109,000 | 11,747,000 |
Total current assets | 236,128,000 | 291,980,000 |
Property and equipment, net | 3,267,000 | 4,366,000 |
Fair value of derivative assets | 106,000 | 3,276,000 |
Customer acquisition costs, net | 9,845,000 | 3,893,000 |
Customer relationships, net | 17,767,000 | 26,429,000 |
Deferred tax assets | 29,865,000 | 27,321,000 |
Goodwill | 120,343,000 | 120,343,000 |
Other assets | 5,647,000 | 11,130,000 |
Total Assets | 422,968,000 | 488,738,000 |
Current liabilities: | ||
Accounts payable | 48,245,000 | 68,790,000 |
Accounts payable—affiliates | 1,009,000 | 2,464,000 |
Accrued liabilities | 37,941,000 | 10,845,000 |
Renewable energy credit liability | 33,120,000 | 42,805,000 |
Fair value of derivative liabilities | 19,943,000 | 6,478,000 |
Current payable pursuant to tax receivable agreement—affiliates | 0 | 1,658,000 |
Current contingent consideration for acquisitions | 0 | 1,328,000 |
Current portion of note payable | 0 | 6,936,000 |
Other current liabilities | 1,697,000 | 647,000 |
Total current liabilities | 141,955,000 | 141,951,000 |
Long-term liabilities: | ||
Fair value of derivative liabilities | 495,000 | 106,000 |
Payable pursuant to tax receivable agreement—affiliates | 0 | 25,917,000 |
Long-term portion of Senior Credit Facility | 123,000,000 | 129,500,000 |
Subordinated debt—affiliate | 0 | 10,000,000 |
Other long-term liabilities | 217,000 | 212,000 |
Total liabilities | 265,667,000 | 307,686,000 |
Commitments and contingencies (Note 14) | ||
Series A Preferred Stock, par value $0.01 per share, 20,000,000 shares authorized, 3,707,256 shares issued and 3,677,318 shares outstanding at December 31, 2019 and 3,707,256 shares issued and outstanding at December 31, 2018 | 90,015,000 | 90,758,000 |
Stockholders' equity: | ||
Additional paid-in capital | 51,842,000 | 46,157,000 |
Accumulated other comprehensive (loss)/income | (40,000) | 2,000 |
Retained earnings | 1,074,000 | 1,307,000 |
Treasury stock, at cost, 99,446 shares at December 31, 2019 and December 31, 2018 | (2,011,000) | (2,011,000) |
Total stockholders' equity | 51,219,000 | 45,806,000 |
Non-controlling interest in Spark HoldCo, LLC | 16,067,000 | 44,488,000 |
Total equity | 67,286,000 | 90,294,000 |
Total Liabilities, Series A Preferred Stock and stockholders' equity | 422,968,000 | 488,738,000 |
Common Class A | ||
Stockholders' equity: | ||
Common stock | 145,000 | 142,000 |
Common Class B | ||
Stockholders' equity: | ||
Common stock | $ 209,000 | $ 209,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 4,797 | $ 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) | 3,677,318 | 3,707,256 |
Treasury stock, shares (in shares) | 99,446 | 99,446 |
Common Class A | ||
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) | 14,478,999 | 14,178,284 |
Common stock, shares outstanding (in shares) | 14,379,533 | 14,078,838 |
Common Class B | ||
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 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues: | |||
Retail revenues | $ 810,954 | $ 1,001,417 | $ 798,772 |
Net asset optimization revenues (expense) | 2,771 | 4,511 | (717) |
Total revenues | 813,725 | 1,005,928 | 798,055 |
Operating expenses: | |||
Retail cost of revenues | 615,225 | 845,493 | 552,167 |
General and administrative | 133,534 | 111,431 | 101,127 |
Depreciation and amortization | 40,987 | 52,658 | 42,341 |
Total operating expenses | 789,746 | 1,009,582 | 695,635 |
Operating income (loss) | 23,979 | (3,654) | 102,420 |
Other (expense)/income: | |||
Interest expense | (8,621) | (9,410) | (11,134) |
Change in tax receivable agreement liability | 0 | 0 | 22,267 |
Gain on disposal of eRex | 4,862 | 0 | 0 |
Total other income/(expense) | 1,250 | 749 | 256 |
Total other (expense)/income | (2,509) | (8,661) | 11,389 |
Income (loss) before income tax expense | 21,470 | (12,315) | 113,809 |
Income tax expense | 7,257 | 2,077 | 38,765 |
Net income (loss) | 14,213 | (14,392) | 75,044 |
Less: Net income (loss) attributable to non-controlling interest | 5,763 | (13,206) | 55,799 |
Net income (loss) attributable to Spark Energy, Inc. stockholders | 8,450 | (1,186) | 19,245 |
Less: Dividend on Series A preferred stock | 8,091 | 8,109 | 3,038 |
Net income (loss) attributable to stockholders of Class A common stock | 359 | (9,295) | 16,207 |
Other comprehensive (loss) income, net of tax: | |||
Currency translation (loss) gain | (102) | 31 | (59) |
Other comprehensive (loss) income | (102) | 31 | (59) |
Comprehensive income (loss) | 14,111 | (14,361) | 74,985 |
Less: Comprehensive income (loss) attributable to non-controlling interest | 5,703 | (13,188) | 55,762 |
Comprehensive income (loss) attributable to Spark Energy, Inc. stockholders | $ 8,408 | $ (1,173) | $ 19,223 |
Net income (loss) attributable to Spark Energy, Inc. per share of Class A common stock | |||
Basic (in dollars per share) | $ 0.03 | $ (0.69) | $ 1.23 |
Diluted (in dollars per share) | $ 0.02 | $ (0.69) | $ 1.21 |
Weighted average shares of Class A common stock outstanding | |||
Basic (in shares) | 14,286 | 13,390 | 13,143 |
Diluted (in shares) | 14,568 | 13,390 | 13,346 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - USD ($) shares in Thousands | Total | Class A Common Stock | Common StockClass A Common Stock | Common StockClass B Common Stock | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Additional Paid-In Capital | Retained Earnings (Deficit) | Total Stockholders' Equity | Non-controlling Interest |
Balance at beginning of period at Dec. 31, 2016 | $ 116,255,000 | $ 130,000 | $ 206,000 | $ 0 | $ 11,000 | $ 39,187,000 | $ 4,711,000 | $ 44,245,000 | $ 72,010,000 | |
Balance at beginning of period (in shares) at Dec. 31, 2016 | 12,993 | 20,450 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock based compensation | 2,754,000 | 2,754,000 | 2,754,000 | |||||||
Restricted stock unit vesting | 1,054,000 | $ 2,000 | 1,052,000 | 1,054,000 | ||||||
Restricted stock unit vesting (in shares) | 242 | |||||||||
Consolidated net income | 75,044,000 | 19,245,000 | 19,245,000 | 55,799,000 | ||||||
Foreign currency translation adjustment for equity method investee | (59,000) | (22,000) | (22,000) | (37,000) | ||||||
Beneficial conversion feature | 176,000 | 176,000 | ||||||||
Distributions paid to non-controlling unit holders | (33,800,000) | (33,800,000) | ||||||||
Net contribution by NG&E | 274,000 | 274,000 | ||||||||
Dividends paid to Class A common stockholders | (9,519,000) | (9,519,000) | (9,519,000) | |||||||
Changes in ownership interest | 471,000 | 471,000 | (471,000) | |||||||
Dividends to Preferred Stock/Shareholders | (3,038,000) | (3,038,000) | (3,038,000) | |||||||
Proceeds from disgorgement of stockholder short-swing profits | 708,000 | 708,000 | 708,000 | |||||||
Tax receivable agreement liability true-up | (2,872,000) | (2,872,000) | (2,872,000) | |||||||
Conversion/Exchange of convertible securities to common stock | 7,618,000 | $ 10,000 | 10,000 | 7,608,000 | ||||||
Conversion/Exchange of convertible securities to common stock (in shares) | 1,035 | |||||||||
Treasury Stock | (2,011,000) | $ (2,011,000) | (2,011,000) | |||||||
Treasury Stock (in shares) | (99) | |||||||||
Remeasurement of deferred tax assets | 6,511,000 | 6,511,000 | 6,511,000 | |||||||
Balance at end of period at Dec. 31, 2017 | 159,095,000 | $ 132,000 | $ 216,000 | $ (2,011,000) | (11,000) | 47,811,000 | 11,399,000 | 57,536,000 | 101,559,000 | |
Balance at end of period (in shares) at Dec. 31, 2017 | 13,235 | 21,485 | 99 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock based compensation | 5,703,000 | 5,703,000 | 5,703,000 | |||||||
Restricted stock unit vesting | (1,015,000) | $ 3,000 | (1,018,000) | (1,015,000) | ||||||
Restricted stock unit vesting (in shares) | 258 | |||||||||
Consolidated net income | (14,392,000) | (1,186,000) | (1,186,000) | (13,206,000) | ||||||
Foreign currency translation adjustment for equity method investee | 31,000 | 13,000 | 13,000 | 18,000 | ||||||
Distributions paid to non-controlling unit holders | (35,478,000) | (35,478,000) | ||||||||
Net contribution by NG&E | 0 | |||||||||
Dividends paid to Class A common stockholders | (9,783,000) | (4,932,000) | (4,851,000) | (9,783,000) | ||||||
Changes in ownership interest | 1,276,000 | 1,276,000 | (1,276,000) | |||||||
Dividends to Preferred Stock/Shareholders | (8,110,000) | (4,055,000) | (4,055,000) | (8,110,000) | ||||||
Proceeds from disgorgement of stockholder short-swing profits | 0 | |||||||||
Conversion/Exchange of convertible securities to common stock | $ 7,000 | $ (7,000) | ||||||||
Conversion/Exchange of convertible securities to common stock (in shares) | 685 | (685) | ||||||||
Acquisition of Customers from Affiliate | (7,129,000) | (7,129,000) | ||||||||
Remeasurement of deferred tax assets | 1,372,000 | 1,372,000 | 1,372,000 | |||||||
Balance at end of period at Dec. 31, 2018 | 90,294,000 | $ 142,000 | $ 209,000 | $ (2,011,000) | 2,000 | 46,157,000 | 1,307,000 | 45,806,000 | 44,488,000 | |
Balance at end of period (in shares) at Dec. 31, 2018 | 14,178 | 20,800 | 99 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock based compensation | 5,271,000 | 5,271,000 | 5,271,000 | |||||||
Restricted stock unit vesting | (1,104,000) | $ 3,000 | (1,107,000) | (1,104,000) | ||||||
Restricted stock unit vesting (in shares) | 301 | |||||||||
Consolidated net income | 14,213,000 | 8,450,000 | 8,450,000 | 5,763,000 | ||||||
Foreign currency translation adjustment for equity method investee | (102,000) | (42,000) | (42,000) | (60,000) | ||||||
Gain on settlement of TRA, net of tax | 11,951,000 | 11,951,000 | 11,951,000 | |||||||
Distributions paid to non-controlling unit holders | (34,794,000) | $ (15,100,000) | (34,794,000) | |||||||
Net contribution by NG&E | 0 | |||||||||
Dividends paid to Class A common stockholders | (10,382,000) | (7,776,000) | (2,606,000) | (10,382,000) | ||||||
Changes in ownership interest | (680,000) | (680,000) | 680,000 | |||||||
Dividends to Preferred Stock/Shareholders | (8,106,000) | (2,029,000) | (6,077,000) | (8,106,000) | ||||||
Proceeds from disgorgement of stockholder short-swing profits | 55,000 | 55,000 | 55,000 | |||||||
Acquisition of Customers from Affiliate | (10,000) | (10,000) | ||||||||
Balance at end of period at Dec. 31, 2019 | $ 67,286,000 | $ 145,000 | $ 209,000 | $ (2,011,000) | $ (40,000) | $ 51,842,000 | $ 1,074,000 | $ 51,219,000 | $ 16,067,000 | |
Balance at end of period (in shares) at Dec. 31, 2019 | 14,479 | 20,800 | 99 |
CONSOLIDATED STATEMENT OF CHA_2
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Dividends paid to Class A common stockholders (in dollars per share) | $ 0.725 | ||
Class A Common Stock | |||
Dividends paid to Class A common stockholders (in dollars per share) | $ 543.75000 | $ 725 | $ 725 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 14,213 | $ (14,392) | $ 75,044 |
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities: | |||
Depreciation and amortization expense | 41,002 | 51,436 | 42,666 |
Deferred income taxes | (6,929) | (2,328) | 29,821 |
Change in TRA liability | 0 | 0 | (22,267) |
Stock based compensation | 5,487 | 5,879 | 5,058 |
Amortization of deferred financing costs | 1,275 | 1,291 | 1,035 |
Change in fair value of earnout liabilities | (1,328) | (1,715) | (7,898) |
Accretion on fair value of earnout liabilities | 0 | 0 | 4,108 |
Excess tax expense (benefit) related to restricted stock vesting | 50 | (101) | 179 |
Bad debt expense | 13,532 | 10,135 | 6,550 |
Loss (gain) on derivatives, net | 67,749 | 18,170 | (5,008) |
Current period cash settlements on derivatives, net | (41,919) | 11,038 | (19,598) |
Accretion of discount to convertible subordinated notes to affiliate | 0 | 0 | 1,004 |
Earnout payments | 0 | 0 | (1,781) |
Gain on disposal of eRex | (4,862) | 0 | 0 |
Other | (776) | (882) | (5) |
Changes in assets and liabilities: | |||
Decrease (increase) in accounts receivable | 23,699 | 2,692 | (32,361) |
Decrease (increase) in accounts receivable—affiliates | 526 | 859 | (1,459) |
Decrease (increase) in inventory | 924 | 674 | (718) |
Increase in customer acquisition costs | (18,685) | (13,673) | (25,874) |
Decrease (increase) in prepaid and other current assets | 9,250 | (14,033) | 1,915 |
Decrease (increase) in other assets | 55 | (335) | (465) |
(Decrease) increase in accounts payable and accrued liabilities | (8,620) | 10,301 | 14,831 |
(Decrease) increase in accounts payable—affiliates | (1,455) | (2,158) | 51 |
Decrease in other current liabilities | (1,459) | (3,050) | (1,210) |
Increase (decrease) in other non-current liabilities | 6 | 41 | (1,487) |
Decrease in intangible assets—customer acquisitions | 0 | (86) | 0 |
Net cash provided by operating activities | 91,735 | 59,763 | 62,131 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (1,120) | (1,429) | (1,704) |
Cash paid for acquisitions | 0 | (17,552) | (75,854) |
Acquisition of Starion Customers | (5,913) | 0 | 0 |
Disposal of eRex investment | 8,431 | 0 | 0 |
Net cash provided by (used in) investing activities | 1,398 | (18,981) | (77,558) |
Cash flows from financing activities: | |||
Proceeds from (buyback) issuance of Series A Preferred Stock, net of issuance costs paid | (743) | 48,490 | 40,241 |
Payment to affiliates for acquisition of customer book | (10) | (7,129) | 0 |
Borrowings on notes payable | 356,000 | 417,300 | 206,400 |
Payments on notes payable | (362,500) | (403,050) | (152,939) |
Earnout Payments | 0 | (1,607) | (18,418) |
Net paydown on subordinated debt facility | (10,000) | 0 | 0 |
Payments on the Verde promissory note | (2,036) | (13,422) | 0 |
Restricted stock vesting | (1,348) | (2,895) | (3,091) |
Proceeds from disgorgement of stockholders short-swing profits | 55 | 244 | 1,129 |
Payment of Tax Receivable Agreement Liability | (11,239) | (6,219) | 0 |
Payment of dividends to Class A common stockholders | (10,382) | (9,783) | (9,519) |
Payment of distributions to non-controlling unitholders | (34,794) | (35,478) | (33,800) |
Payment of Preferred Stock dividends | (8,106) | (7,014) | (2,106) |
Purchase of Treasury Stock | 0 | 0 | (2,011) |
Net cash (used in) provided by financing activities | (85,103) | (20,563) | 25,886 |
Increase in Cash and cash equivalents and Restricted Cash | 8,030 | 20,219 | 10,459 |
Cash and cash equivalents and Restricted cash—beginning of period | 49,638 | 29,419 | 18,960 |
Cash and cash equivalents and Restricted cash—end of period | 57,668 | 49,638 | 29,419 |
Non-cash items: | |||
Property and equipment purchase accrual | 92 | (123) | 91 |
Holdback for Verde Note—Indemnified Matters | 4,900 | 0 | 0 |
Write-off of tax benefit related to tax receivable agreement liability—affiliates | 4,384 | 0 | 0 |
Gain on settlement of tax receivable agreement liability—affiliates | 16,336 | 0 | 0 |
Net contribution by NG&E in excess of cash | 0 | 0 | 274 |
Installment consideration incurred in connection with the Verde Companies acquisition and Verde Earnout Termination Note | 0 | 0 | 19,994 |
Tax benefit from tax receivable agreement | 0 | (1,508) | (1,802) |
Liability due to tax receivable agreement | 0 | 1,642 | 4,674 |
Cash paid during the period for: | |||
Interest | 6,634 | 7,883 | 5,715 |
Taxes | $ 7,516 | $ 8,561 | $ 11,205 |
Formation and Organization
Formation and Organization | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Formation and Organization | 1. Formation and 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. 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 CenStar Energy, Electricity Maine, Electricity N.H., HIKO Energy, Major Energy, Oasis Energy, Perigee Energy, Provider Power Massachusetts, Respond Power, Spark Energy, and Verde Energy. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 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 consolidated financial 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”). Our 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 consolidated financial statements. In the opinion of the Company's management, the accompanying consolidated financial statements reflect all adjustments that are necessary to fairly present the financial position, the results of operations, the changes in equity and the cash flows of the Company for the respective periods. Such adjustments are of a normal recurring nature, unless otherwise disclosed. 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 consolidated financial statements. Use of Estimates and Assumptions The preparation of our 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 consolidated 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. We enter into transactions with and pay certain costs on behalf of affiliates that are commonly controlled by Mr. Maxwell, and these affiliates enter into transactions with and pay certain costs on our behalf. We undertake these transactions in order to reduce risk, reduce administrative expense, create economies of scale, create strategic alliances and supply goods and services among these related parties. These transactions include, but are not limited to, employee benefits provided through the Company’s benefit plans, insurance plans, leased office space, certain administrative salaries, management due diligence, recurring management consulting, and accounting, tax, legal, or technology services. Amounts billed under these arrangements are based on services provided, departmental usage, or headcount, which are considered reasonable by management. As such, the accompanying consolidated financial statements include costs that have been incurred by the Company and then directly billed or allocated to affiliates, and costs that have been incurred by our affiliates and then directly billed or allocated to us, and are recorded net in general and administrative expense on the consolidated statements of operations with a corresponding accounts receivable—affiliates or accounts payable—affiliates, respectively, recorded in the consolidated balance sheets. Additionally, the Company enters into transactions with certain affiliates for sales or purchases of natural gas and electricity, which are recorded in retail revenues, retail cost of revenues, and net asset optimization revenues in the consolidated statements of operations with a corresponding accounts receivable—affiliate or accounts payable—affiliate in the consolidated balance sheets. The allocations and related estimates and assumptions are described more fully in Note 15 "Transactions with Affiliates." Cash and Cash Equivalents Cash and cash equivalents consist of all unrestricted demand deposits and funds invested in highly liquid instruments with original maturities of three months or less. The Company periodically assesses the financial condition of the institutions where these funds are held and believes that its credit risk is minimal with respect to these institutions. Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company accrues an allowance for doubtful accounts based upon estimated uncollectible accounts receivable considering historical collections, accounts receivable aging analysis, credit risk and other factors. The Company writes off accounts receivable balances against the allowance for doubtful accounts when the accounts receivable is deemed to be uncollectible. Bad debt expense of $13.5 million , $10.1 million and $6.6 million was recorded in general and administrative expense in the consolidated statements of operations for the years ended December 31, 2019 , 2018 and 2017 , respectively. The Company conducts business in many utility service markets where the local regulated utility purchases our receivables, and then becomes responsible for billing the customer and collecting payment from the customer (“POR programs”). This POR service results in substantially all of the Company’s credit risk being linked to the applicable utility, which generally has an investment-grade rating, and not to the end-use customer. The Company monitors the financial condition of each utility and currently believes such amounts are collectible. Trade accounts receivable that are part of a local regulated utility’s POR program are recorded on a gross basis in accounts receivable in the consolidated balance sheets. The discount paid to the local regulated utilities is recorded in general and administrative expense in the consolidated statements of operations. In markets that do not offer POR services or when the Company chooses to directly bill its customers, certain receivables are billed and collected by the Company. The Company bears the credit risk on these accounts and records an appropriate allowance for doubtful accounts to reflect any losses due to non-payment by customers. The Company’s customers are individually insignificant and geographically dispersed in these markets. The Company writes off customer balances when it believes that amounts are no longer collectible and when it has exhausted all means to collect these receivables. Inventory Inventory consists of natural gas used to fulfill and manage seasonality for fixed and variable-price retail customer load requirements and is valued at the lower of weighted average cost or net realizable value. Purchased natural gas costs are recognized in the consolidated statements of operations, within retail cost of revenues, when the natural gas is sold and delivered out of the storage facility using the weighted average cost of the gas sold. Customer Acquisition Costs The Company capitalizes direct response advertising costs that consist primarily of hourly and commission-based telemarketing costs, door-to-door agent commissions and other direct advertising costs associated with proven customer generation in its balance sheet. These costs are amortized over the estimated life of a customer. As of December 31, 2019 and 2018 , the net customer acquisition costs were $18.5 million and $18.3 million , respectively, of which $8.7 million and $14.4 million were recorded in current assets, and $9.8 million and $3.9 million were recorded in non-current assets. Amortization of customer acquisition costs was $18.5 million , $24.4 million , and $21.4 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. Customer acquisition costs do not include customer acquisitions through merger and acquisition activities, which are recorded as customer relationships. Recoverability of customer acquisition costs is evaluated based on a comparison of the carrying amount of such costs to the future net cash flows expected to be generated by the customers acquired, considering specific assumptions for customer attrition, per unit gross profit, and operating costs. These assumptions are based on forecasts and historical experience. Customer Relationships Customer contracts recorded as part of mergers or acquisitions are reflected as customer relationships in our balance sheet. The Company had capitalized customer relationship of $13.6 million and $16.6 million , net of amortization, as current assets as of December 31, 2019 and 2018 , respectively, and $17.8 million and $26.4 million , net of amortization, as non-current assets as of December 31, 2019 and 2018 , respectively, related to these intangible assets. These intangibles are amortized on a straight-line basis over the estimated average life of the related customer contracts acquired, which ranges from three to six years . The acquired customer relationships intangibles related to Oasis, CenStar, Provider Companies, Major Energy Companies, Perigee Energy LLC, Verde Companies, and HIKO are reflective of the acquired companies’ customer base, and were valued at the respective dates of acquisition using an excess earnings method under the income approach. Using this method, the Company estimated the future cash flows resulting from the existing customer relationships, considering attrition as well as charges for contributory assets, such as net working capital, fixed assets, and assembled workforce. These future cash flows were then discounted using an appropriate risk-adjusted rate of return by retail unit to arrive at the present value of the expected future cash flows. CenStar, Oasis, Perigee, and HIKO customer relationships are amortized to depreciation and amortization based on the expected future net cash flows by year. The acquired customer relationship intangibles related to the Major Energy Companies, the Provider Companies and the Verde Companies were bifurcated between hedged and unhedged and amortized to depreciation and amortization based on the expected future cash flows by year and expensed to retail cost of revenue based on the expected term of the underlying fixed price contract in each reporting period, respectively. Customer relationship amortization expense was $18.3 million , $20.3 million , and $17.8 million for the years ended December 31, 2019 , 2018 and 2017 , respectively, of which approximately less than $0.1 million , $(1.2) million , and $0.3 million was included in retail cost of revenue for those years. We review customer relationships for impairment whenever events or changes in business circumstances indicate the carrying value of the intangible assets may not be recoverable. Impairment is indicated when the undiscounted cash flows estimated to be generated by the intangible assets are less than their respective carrying value. If an impairment exists, a loss is recognized for the difference between the fair value and carrying value of the intangible assets. No impairments of customer relationships were recorded for the years ended December 31, 2019 , 2018 and 2017 . Non-compete agreements We capitalize intangible costs associated with non-compete agreements in certain of our acquisitions. Non-compete agreements provide the Company with a certain level of assurance that acquired companies' expected earnings streams will not be disrupted by competition from the companies’ previous owners or members. These non-compete agreements are amortized over their estimated useful life of three years on a straight-line basis. As of December 31, 2019 , the Company had zero capitalized costs related to these non-compete agreements. As of December 31, 2018 , the Company had $0.3 million of capitalized costs related to non-compete agreements, of which $0.3 million was current, and of which zero was non-current. Amortization expense was $0.3 million , $1.1 million and $1.2 million for the years ended December 31, 2019 , 2018 and 2017 . Trademarks We record trademarks as part of our acquisitions which represent the value associated with the recognition and positive reputation of an acquired company to its target markets. This value would otherwise have to be internally developed through significant time and expense or by paying a third party for its use. These intangibles are amortized over the estimated five -year to ten -year life of the trademark on a straight-line basis. The fair values of trademark assets were determined at the date of acquisition using a royalty savings method under the income approach. Under this approach, the Company estimates the present value of expected cash flows resulting from avoiding royalty payments to use a third party trademark. The Company analyzes market royalty rates charged for licensing trademarks and applied an expected royalty rate to a forecast of estimated revenue, which was then discounted using an appropriate risk adjusted rate of return. As of December 31, 2019 and 2018 , we had recorded $5.7 million and $7.3 million related to these trademarks in other assets. Amortization expense was $1.6 million , $1.3 million , and $0.8 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. We review trademarks for impairment whenever events or changes in business circumstances indicate the carrying value of the intangible assets may not be recoverable. Impairment is indicated when the undiscounted cash flows estimated to be generated by the intangible assets are less than their respective carrying value. If an impairment exists, a loss is recognized for the difference between the fair value and carrying value of the intangible assets. No impairments of trademarks were recorded for the years ended December 31, 2019 , 2018 and 2017 . Operating Leases The Company's leases consist of operating leases related to our offices with lease terms expiring through 2022. The initial term for our property leases is typically three to five years , with renewal options. Rent is recognized on a straight-line basis over the lease term. We adopted ASU 2016-02 effective January 1, 2019, and recorded right-of-use assets and liabilities for our operating leases of $1.0 million . For our operating leases, we recorded rent expense of $0.8 million , $0.8 million and $0.6 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. We recorded sub-lease income of $0.4 million , zero and zero for the years ended December 31, 2019 , 2018 and 2017 , respectively. As of December 31, 2019 we had recorded right-of-use asset of $0.4 million in other current assets and other assets. As of December 31, 2019 we had recorded lease liability of $0.6 million in other current liabilities and other long-term liabilities. Deferred Financing Costs Costs incurred in connection with the issuance of long-term debt are capitalized and amortized to interest expense using the straight-line method over the life of the related long-term debt. These costs are included in other assets in our consolidated balance sheets. Property and Equipment The Company records property and equipment at historical cost. Depreciation expense is recorded on a straight-line method based on estimated useful lives, which range from 2 to 5 years, along with estimates of the salvage values of the assets. When items of property and equipment are sold or otherwise disposed of, any gain or loss is recorded in the consolidated statements of operations. The Company capitalizes costs associated with certain of its internal-use software projects. Costs capitalized are those incurred during the application development stage of projects such as software configuration, coding, installation of hardware and testing. Costs incurred during the preliminary or post-implementation stage of the project are expensed in the period incurred, including costs associated with formulation of ideas and alternatives, training and application maintenance. After internal-use software projects are completed, the associated capitalized costs are depreciated over the estimated useful life of the related asset. Interest costs incurred while developing internal-use software projects are also capitalized. Capitalized interest costs for the years ended December 31, 2019 , 2018 and 2017 were not material. Goodwill Goodwill represents the excess of cost over fair value of the assets of businesses acquired in accordance with FASB ASC Topic 350 Intangibles-Goodwill and Other ("ASC 350"). The goodwill on our consolidated balance sheet as of December 31, 2019 is associated with both our Retail Natural Gas and Retail Electricity segments. We determine our segments, which are also considered our reporting unit, by identifying each unit that engaged in business activities from which it may earn revenues and incur expenses, had operating results regularly reviewed by the segment manager for purposes of resource allocation and performance assessment, and had discrete financial information. Goodwill is not amortized, but rather is assessed for impairment whenever events or circumstances indicate that impairment of the carrying value of goodwill is likely, but no less often than annually as of October 31. We compare our estimate of the fair value of the reporting unit with its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its fair value, we would recognize a goodwill impairment loss for the amount by which the reporting unit's carrying value exceeds its fair value. In accordance with our accounting policy, we completed our annual assessment of goodwill impairment as of October 31, 2019 during the fourth quarter of 2019 , using a qualitative assessment approach, and the test indicated no impairment. Treasury Stock Treasury stock consists of Company's own stock that has been issued, but subsequently reacquired by the Company. Treasury stock does not reduce the number of shares issued but does reduce the number of shares outstanding. These shares are not eligible to receive cash dividends. We use the cost method to account for treasury shares. Equity Method Investments We use the equity method of accounting to account for investments where we have the ability to exercise significant influence, but not control over, the investee. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and our share of earnings or losses and distributions. Prior to the sale of our equity investment in November 2019, our equity investment was presented on the consolidated balance sheet under "Other assets", with our share of their income reflected as "Total other income/(expense)" on the consolidated statements of operations. We determined our equity investment earnings using the Hypothetical Liquidation at Book Value (HLBV) method. Under the HLBV method, a calculation was prepared at each balance sheet date to determine the amount the Company would receive if the investee were to liquidate all of its assets, as valued in accordance with U.S. GAAP, and distribute that cash to the investors. The difference between the calculated liquidation distribution amounts at the beginning and the end of the reporting period, after adjusting for capital contributions and distributions, is the Company's share of the earnings or losses from the equity investment for the period. See Note 17 "Equity Method Investment" for further discussion. Revenues and Cost of Revenues Our revenues are derived primarily from the sale of natural gas and electricity to customers, including affiliates. Revenues are recognized by the Company based on consideration specified in contracts with customers when performance obligations are satisfied by transferring control over products to a customer . Utilizing these criteria, revenue is recognized when the natural gas or electricity is delivered to the customer. Similarly, cost of revenues is recognized when the commodity is delivered. Revenues for natural gas and electricity sales are recognized under the accrual method. Natural gas and electricity sales that have been delivered but not billed by period end are estimated. Accrued unbilled revenues are based on estimates of customer usage since the date of the last meter read provided by the utility. Volume estimates are based on forecasted volumes and estimated customer usage by class. Unbilled revenues are calculated by multiplying these volume estimates by the applicable rate by customer class. Estimated amounts are adjusted when actual usage is known and billed. Costs for natural gas and electricity sales are similarly recognized under the accrual method. Natural gas and electricity costs that have not been billed to the Company by suppliers but have been incurred by period end are estimated. The Company estimates volumes for natural gas and electricity delivered based on the forecasted revenue volumes, estimated transportation cost volumes and estimation of other costs associated with retail load that varies by commodity utility territory. These costs include items like ISO fees, ancillary services and renewable energy credits. Estimated amounts are adjusted when actual usage is known and billed. Our asset optimization activities, which primarily include natural gas physical arbitrage and other short term storage and transportation transactions, meet the definition of trading activities and are recorded on a net basis in the consolidated statements of operations in net asset optimization revenues. The Company recorded asset optimization revenues, primarily related to physical sales or purchases of commodities, of $62.8 million , $113.7 million and $178.3 million for the years ended December 31, 2019 , 2018 and 2017 , respectively, and recorded asset optimization costs of revenues of $60.0 million , $109.2 million and $179.0 million for the years ended December 31, 2019 , 2018 and 2017 , respectively, which are presented on a net basis in asset optimization revenues. Natural Gas Imbalances The consolidated balance sheets include natural gas imbalance receivables and payables, which primarily result when customers consume more or less gas than has been delivered by the Company to local distribution companies (“LDCs”). The settlement of natural gas imbalances varies by LDC, but typically the natural gas imbalances are settled in cash or in kind on a monthly, quarterly, semi-annual or annual basis. The imbalances are valued at their estimated net realizable value. The Company recorded an imbalance receivable of $1.6 million and $0.8 million in other current assets on the consolidated balance sheets as of December 31, 2019 and 2018 , respectively. The Company recorded an imbalance payable of $0.1 million and $0.3 million in other current liabilities on the consolidated balance sheets as of December 31, 2019 and 2018 , respectively. Derivative Instruments The Company uses derivative instruments such as futures, swaps, forwards and options to manage the commodity price risks of its business operations. All derivatives are recorded in the consolidated balance sheets at fair value. Derivative instruments representing unrealized gains are reported as derivative assets while derivative instruments representing unrealized losses are reported as derivative liabilities. We offset amounts in the consolidated balance sheets for derivative instruments executed with the same counterparty where we have a master netting arrangement. As part of our asset optimization activities, we manage a portfolio of commodity derivative instruments held for trading purposes. Changes in fair value of and amounts realized upon settlements of derivatives instruments held for trading purposes are recognized in earnings in net asset optimization revenues. To manage the retail business, the Company holds derivative instruments that are not for trading purposes and are not designated as hedges for accounting purposes. Changes in the fair value of and amounts realized upon settlement of derivative instruments not held for trading purposes are recognized in retail costs of revenues. Income Taxes The Company follows the asset and liability method of accounting for income taxes where deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been recognized in the financial statements or tax returns and operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in those years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will not be realized. Amounts owed or refundable on current year returns is included as a current payable or receivable in the consolidated balance sheet. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the projected future taxable income and tax planning strategies in making this assessment. The Company recognizes interest and penalties related to unrecognized tax benefits within the provision for income taxes on continuing operations in our consolidated statements of operations. Earnings per Share Basic earnings per share (“EPS”) is computed by dividing net income attributable to 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. We use the treasury stock method to determine the potential dilutive effect of our outstanding unvested restricted stock units and use the if-converted method to determine the potential dilutive effect of our Class B common stock. Non-controlling Interest Net income attributable to non-controlling interest represents the Class B Common stockholders' interest in income and expenses of the Company. The weighted average ownership percentages for the applicable reporting period are used to allocate the income (loss) before income taxes to each economic interest owner. Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Recent Accounting Pronouncements 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 are 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 No. 2018-11, Leases (Topic 842): Targeted Improvements , and ASU No. 2019-01, Leases (Topic 842): Codification Improvements , to provide additional guidance for the adoption of Topic 842. ASU 2016-02 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. ASU 2016-02 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 elected 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 . Standards Being Evaluated/Standards Not Yet Adopted Below are accounting standards that have been issued, but not yet been adopted by the Company at December 31, 2019 . The Company considers the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 requires entities to use a current expected credit loss ("CECL") model, which is a new impairment model based on expected losses rather than incurred losses on financial assets, including trade accounts receivables. The model requires financial assets measured at amortized cost to be presented at the net amount expected to be collected. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019 , including interim periods within those fiscal years. We adopted ASU 2016-13 and related amendments effective January 1, 2020 , and the adoption did not have a material impact on our consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes ("ASU 2019-12"). These amendments simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. We do not expect adoption of the new standard to have a material impact to our consolidated statement of operations. |
Revenues
Revenues | 12 Months Ended |
Dec. 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 FASB ASC Topic 606, Revenue from Contracts with Customers . Revenues for electricity and 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. Electricity and natural gas products may be sold as fixed-price or variable-price products. The typical length of a contract to provide electricity and/or natural gas is 12 months. Customers are billed and typically pay at least monthly, based on usage. Electricity and 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 Year Ended December 31, 2019 Year Ended December 31, 2018 Year Ended December 31, 2017 Retail Electricity Retail Natural Gas Total Reportable Segments Retail Electricity Retail Natural Gas Total Reportable Segments Retail Electricity Retail Natural Gas Total Reportable Segments Primary markets (a) New England $ 284,909 $ 19,289 $ 304,198 $ 395,682 $ 21,221 $ 416,903 $ 229,546 $ 21,196 $ 250,742 Mid-Atlantic 242,556 42,469 285,025 291,046 54,815 345,861 272,127 52,737 324,864 Midwest 79,188 39,200 118,388 73,167 39,894 113,061 59,506 37,792 97,298 Southwest 81,798 21,545 103,343 103,556 22,036 125,592 96,387 29,481 125,868 $ 688,451 $ 122,503 $ 810,954 $ 863,451 $ 137,966 $ 1,001,417 $ 657,566 $ 141,206 $ 798,772 Customer type Commercial $ 249,730 $ 40,466 $ 290,196 $ 355,607 $ 50,156 $ 405,763 $ 195,356 $ 50,424 $ 245,780 Residential 449,900 83,455 533,355 518,261 93,186 611,447 441,580 89,889 531,469 Unbilled revenue (b) (11,179 ) (1,418 ) (12,597 ) (10,417 ) (5,376 ) (15,793 ) 20,630 893 21,523 $ 688,451 $ 122,503 $ 810,954 $ 863,451 $ 137,966 $ 1,001,417 $ 657,566 $ 141,206 $ 798,772 Customer credit risk POR $ 479,011 $ 64,416 $ 543,427 $ 586,901 $ 71,565 $ 658,466 $ 447,581 $ 76,002 $ 523,583 Non-POR 209,440 58,087 267,527 276,550 66,401 342,951 209,985 65,204 275,189 $ 688,451 $ 122,503 $ 810,954 $ 863,451 $ 137,966 $ 1,001,417 $ 657,566 $ 141,206 $ 798,772 (a) The primary markets 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 year ended December 31, 2019 , 2018 and 2017 our retail revenues included gross receipts taxes of $1.5 million , $1.6 million and $6.4 million respectively. During the year ended December 31, 2019 , 2018 and 2017 , our retail cost of revenues included gross receipts taxes of $8.4 million , $9.9 million and $9.0 million , respectively. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisitions Acquisition of Perigee In April 2017, we acquired all of the outstanding membership interests of Perigee Energy, LLC, a Texas limited liability company ("Perigee"), with operations across 14 utilities in Connecticut, Delaware, Massachusetts, New York and Ohio from our affiliate, NG&E. The purchase price for Perigee from NG&E was approximately $4.1 million , which consisted of a base price of $2.0 million , $0.2 million additional customer option payment, and $1.9 million in working capital, subject to adjustments. The acquisition was treated as a transfer of equity interests between entities under common control, and accordingly, the assets acquired and liabilities assumed were based on their historical value as of the date. NG&E acquired Perigee, which was on February 3, 2017, and the fair value of the net assets acquired was as follows (in thousands): Final Purchase Price Allocation Cash $ 23 Intangible assets—customer relationships 1,100 Goodwill 1,540 Net working capital, net of cash acquired 2,085 Fair value of derivative liabilities (443 ) Total $ 4,305 The Perigee acquisition did not have a material impact on our financial position or results of operations. Acquisition of Verde In July 2017, we acquired, through our subsidiary CenStar Energy Corp. ("CenStar"), all of the outstanding membership interests and stock in a group of companies (the "Verde Companies") from Verde Energy USA Holdings, LLC (the “Seller”). Total consideration was approximately $90.7 million , of which $20.1 million represented positive net working capital, as adjusted. We also entered into an agreement to pay an additional amount based on achievement by the Verde Companies of certain performance targets over the 18 month period following closing of the acquisition (the "Verde Earnout"). The Verde Earnout was initially valued at $5.4 million . The acquisition of the Verde Companies was accounted for under the acquisition method. The allocation of purchase consideration was based upon the estimated fair value of the tangible and identifiable intangible assets acquired and liabilities assumed in the acquisition based on management's best estimates, and was supported by independent third-party analyses. The excess of the purchase price over the estimated fair value of tangible and intangible assets acquired and liabilities assumed was allocated to goodwill. The allocation of the purchase consideration was as follows (in thousands): Final Purchase Price Allocation as of December 31, 2018 Cash and restricted cash $ 1,653 Property and equipment 4,560 Intangible assets—customer relationships 28,700 Intangible assets—trademarks 3,000 Goodwill 39,396 Net working capital, net of cash acquired 18,473 Deferred tax liability (3,126 ) Fair value of derivative liabilities (1,942 ) Total $ 90,714 The Verde Earnout was based on achievement by the Verde Companies of certain performance targets over the 18 month period following the closing of the Verde acquisition. In January 2018, we settled the Verde Earnout by issuing a $5.9 million note payable to the Seller. See Note 10 "Debt" for further discussion. The Verde Companies contributed revenues of $76.0 million and earnings of $1.2 million to the Company for the year ended December 31, 2017. 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 allocation of the purchase consideration is as follows (in thousands): Final Purchase Price Allocation 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 Our consolidated statements of operations for the twelve months ended December 31, 2018 included $15.3 million of revenue and $3.8 million of net income related to the operations of HIKO. In each of our acquisitions, we evaluate and allocate purchase price based on the following general assumptions. Customer relationships. Acquired customer relationships were reflective of the acquired companies' customer bases, and were valued using an excess earnings method under the income approach. Using this method, we estimated the future cash flows resulting from the existing customer relationships, considering estimated attrition as well as charges for contributory assets, such as net working capital, intangible assets, fixed assets, and any assembled workforce. These future cash flows were then discounted using an appropriate risk-adjusted rate of return to arrive at the present value of the expected future cash flows. In acquisitions where we acquired commodity contracts that we could match to fixed-price contracts, customer relationships were bifurcated between unhedged and hedged and are being amortized based on the expected term of the underlying fixed-price contract acquired in each reporting period, respectively. Non-compete Agreements. The fair value of non-compete agreements were determined using the differential value approach. Under this approach, we estimated the present value of expected future cash flows of the business with and without the non-compete agreement. The difference in discounted cash flows was then adjusted by probability factors related to the likelihood that those with the non-compete agreements would be successful competitors. Trademarks. The fair value of acquired trademarks is reflective of the value associated with the recognition and reputation of the acquired company to target markets. The fair value of trademarks was valued using a royalty savings method under the income approach. The value was based on the savings we would realize from owning the trademark rather than paying a royalty for the use of that trademark. Under this approach, we estimate the present value of the expected cash flows resulting from avoiding royalty payments to use a third party trademark. In the Verde acquisition, we analyzed market royalty rates charged for licensing trademarks and applied an expected royalty rate to a forecast of estimated revenue, which was then discounted using an appropriate risk adjusted rate of return. Goodwill. The excess of the purchase consideration over the estimated fair value of the amounts initially assigned to the identifiable assets acquired and liabilities assumed was recorded as goodwill. Goodwill arose on the acquisitions of the Provider Companies, Verde Companies and Perigee primarily due to the value of their assembled workforce, proprietary sales channels, and/or access to new utility service territories. Goodwill arose on the acquisition of the Major Energy Companies primarily due to the value of the Major Energy Companies brand strength, established vendor relationships and access to new utility service territories. Goodwill recorded in connection with these acquisitions is deductible for income tax purposes because these were acquisitions of all of the assets of the companies. Customer Acquisitions. We also, from time to time, acquire books of customers from affiliated and non-affiliated parties. These acquisitions do not involve an allocation of the purchase price but rather are recorded as customer relationships. Acquisition of customers from Perigee In April 2017, we acquired approximately 44,000 RCEs from the original owner of Perigee. During 2017, we paid $7.5 million for customers transferred. 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 8 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. No 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 the 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 December 31, 2019 , a total of $8.0 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 December 31, 2019 and 2018 , the balance in the escrow account was $1.0 million and $8.6 million , respectively. The balance remaining as of December 31, 2019 represents a holdback of amounts due to the seller for acquired customers that will be released to the seller in April 2020, subject to certain adjustments outlined in the asset purchase agreement. |
Equity
Equity | 12 Months Ended |
Dec. 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, 2019 and December 31, 2018 , respectively. The Company Affiliated Owners December 31, 2019 41.04 % 58.96 % December 31, 2018 40.53 % 59.47 % The following table summarizes the portion of net income (loss) and income tax expense (benefit) attributable to non-controlling interest (in thousands): Year Ended December 31, 2019 2018 2017 Net income (loss) allocated to non-controlling interest $ 7,604 $ (12,140 ) $ 55,068 Income tax expense (benefit) allocated to non-controlling interest 1,841 1,066 (731 ) Net income (loss) attributable to non-controlling interest $ 5,763 $ (13,206 ) $ 55,799 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 on Class A Common Stock 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 years ended December 31, 2019 , 2018 , and 2017 , we paid dividends on our Class A Common Stock of $10.4 million , $9.8 million , and $9.5 million . This dividend represented an annual rate of $0.725 per share on each share of Class A common stock. On January 21, 2020 , the Company declared a dividend of $0.18125 per share to holders of record of our Class A common stock on March 2, 2020 and payable on March 16, 2020 . In order to pay our stated dividends to holders of our Class A common stock, our subsidiary, Spark HoldCo is required to make corresponding distributions to holders of its units, including those holders that own our Class B common stock (our non-controlling interest holder). As a result, during the year ended December 31, 2019 , Spark HoldCo made corresponding distributions of $15.1 million to our non-controlling interest holders. Stock Split In May 2017, the Company authorized and approved a two -for-one stock split of the Company's issued Class A common stock and Class B common stock, which was effected through a stock dividend (the "Stock Split"). Shareholders of record at the close of business on June 5, 2017 were issued one additional share of Class A common stock or Class B common stock of the Company for each share of Class A common stock or Class B common stock, respectively, held by such shareholder on that date. Such additional shares of Class A common stock or Class B common stock were distributed on June 16, 2017. All shares and per share amounts in this report have been retrospectively restated to reflect the Stock Split. Preferred Stock The Company has 20,000,000 shares of authorized preferred stock for which there are 3,707,256 shares issued and 3,677,318 shares outstanding at December 31, 2019 and 3,707,256 issued and outstanding shares at December 31, 2018 . See Note 6 "Preferred Stock" for a further discussion of preferred stock. Issuance of Class A Common Stock Upon Vesting of Restricted Stock Units For the years ended December 31, 2019 , 2018 , and 2017 , 473,492 , 394,243 , and 356,014 , respectively of restricted stock units vested, with 300,715 , 258,076 , and 241,965 , respectively of shares of common stock distributed to the holders of these units. Differences between shares vested and issued were a result of 172,777 , 136,167 , and 114,049 shares of common stock withheld by the Company to cover taxes owed on the vesting of such units. Conversion of Class B Common Stock to Class A Common Stock In 2018, holders of Class B common stock exchanged 685,126 of their Spark HoldCo units (together with a corresponding number of shares of Class B common stock) for shares of Class A common stock at an exchange ratio of one share of Class A common stock for each Spark HoldCo unit (and corresponding share of Class B common stock) exchanged. 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 income (loss) per share for the years ended December 31, 2019 , 2018 , and 2017 (in thousands, except per share data): Year Ended December 31, 2019 2018 2017 Net income (loss) attributable to Spark Energy, Inc. stockholders $ 8,450 $ (1,186 ) $ 19,245 Less: Dividend on Series A preferred stock 8,091 8,109 3,038 Net income (loss) attributable to stockholders of Class A common stock $ 359 $ (9,295 ) $ 16,207 Basic weighted average Class A common shares outstanding 14,286 13,390 13,143 Basic earnings (loss) per share attributable to stockholders $ 0.03 $ (0.69 ) $ 1.23 Net income (loss) attributable to stockholders of Class A common stock $ 359 $ (9,295 ) $ 16,207 Effect of conversion of Class B common stock to shares of Class A common stock — — — Diluted net income (loss) attributable to stockholders of Class A common stock $ 359 $ (9,295 ) $ 16,207 Basic weighted average Class A common shares outstanding 14,286 13,390 13,143 Effect of dilutive Class B common stock — — — Effect of dilutive restricted stock units 282 — 203 Diluted weighted average shares outstanding 14,568 13,390 13,346 Diluted earnings (loss) per share attributable to stockholders $ 0.02 $ (0.69 ) $ 1.21 The computation of diluted earnings per share for the year ended December 31, 2019 excludes 20.8 million shares of Class B common stock 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 consolidated balance sheet as of December 31, 2019 and 2018 (in thousands): December 31, 2019 December 31, 2018 Assets Current assets: Cash and cash equivalents $ 56,598 $ 36,724 Accounts receivable 113,635 150,866 Other current assets 64,476 92,963 Total current assets 234,709 280,553 Non-current assets: Goodwill 120,343 120,343 Other assets 37,826 47,159 Total non-current assets 158,169 167,502 Total Assets $ 392,878 $ 448,055 Liabilities Current liabilities: Accounts Payable and Accrued Liabilities $ 86,097 $ 79,692 Contingent consideration — 1,328 Other current liabilities 65,863 59,330 Total current liabilities 151,960 140,350 Long-term liabilities: Long-term portion of Senior Credit Facility 123,000 129,500 Subordinated debt—affiliate — 10,000 Other long-term liabilities 712 319 Total long-term liabilities 123,712 139,819 Total Liabilities $ 275,672 $ 280,169 |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Preferred Stock | 6. Preferred Stock In March 2017, we issued 1,610,000 shares of 8.75% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock ("Series A Preferred Stock"), par value $0.01 per share and having a liquidation preference $25.00 per share, plus accumulated and unpaid dividends, at a price to the public of $25.00 per share ( $24.21 per share to us, net of underwriting discounts and commissions). We received approximately $39.0 million in net proceeds from the offering, after deducting underwriting discounts and commissions and a structuring fee. Offering expenses of $1.0 million were recorded as a reduction to the carrying value of the Series A Preferred Stock. In July 2017, we entered into an At-the-Market Issuance Sales Agreement ("the ATM Agreement") with FBR Capital Markets & Co. as sales agent (the "Agent"). Pursuant to the terms of the ATM Agreement, we may sell, from time to time through the Agent, our Series A Preferred Stock, having an aggregate offering price of up to $50.0 million . During the year ended December 31, 2017, we issued an aggregate of 94,339 shares of Series A Preferred Stock under the ATM Agreement. We received net proceeds of $2.4 million and paid compensation to the sales agent of less than $0.1 million with respect to these sales. During the year ended December 31, 2018, we issued an aggregate of 2,917 shares of Series A Preferred Stock under 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. In May 2019, we commenced a share repurchase program (the "Repurchase Program") of our Series A Preferred Stock. We may make purchases of our Series A Preferred Stock under the Repurchase Program through May 20, 2020, and there is no dollar limit on the amount of Series A Preferred Stock that may be repurchased, nor does the Repurchase Program obligate the Company to make any repurchases. In November 2019, we amended and extended our repurchase program (the "Repurchase Program") of our Series A Preferred Stock. The Repurchase Program allows us to purchase Preferred Stock through December 31, 2020 , at prevailing prices, in open market or negotiated transactions, subject to market conditions, maximum share prices and other considerations. The Repurchase Program does not obligate us to make any repurchases and may be suspended at any time. During the year ended December 31, 2019 , we repurchased 29,938 shares of Series A Preferred Stock at a weighted-average price of $24.82 per share, for a total cost of approximately $0.7 million . 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 consolidated balance sheet. During the year ended December 31, 2019 , we paid $8.1 million in dividends to holders of the Series A Preferred Stock. As of December 31, 2019 , we had accrued $2.0 million related to dividends to holders of the Series A Preferred Stock. This dividend was paid on January 15, 2020 . During the year ended December 31, 2018 , the Company paid $7.0 million in dividends to holders of the Series A Preferred Stock and had accrued $2.0 million as of December 31, 2018 . On January 21, 2020 , the Company declared a quarterly cash dividend in the amount of $0.546875 per share of Series A Preferred Stock. This amount represents an annualized dividend of $2.1875 per share. The dividend will be paid on April 15, 2020 to holders of record on April 1, 2020 of the Series A Preferred Stock. A summary of our preferred equity balance for the years ended December 31, 2019 and 2018 is as follows: (in thousands) Balance at December 31, 2017 $ 41,173 Issuance of Series A Preferred Stock, net of issuance cost 48,490 Accumulated dividends on Series A Preferred Stock 1,095 Balance at December 31, 2018 $ 90,758 Repurchase of Series A Preferred Stock (727 ) Accumulated dividends on Series A Preferred Stock (16 ) Balance at December 31, 2019 $ 90,015 |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 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, renewable energy credits ("RECs"), and capacity charges from independent system operators. 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 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 December 31, 2019 and 2018 , we had paid $1.7 million and zero , respectively, 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; • Renewable energy credits; and • Natural gas transportation contracts and storage agreements. Volumes Underlying Derivative Transactions The following table summarizes the net notional volumes of our open derivative financial instruments accounted for at fair value by commodity. Positive amounts represent net buys while bracketed amounts are net sell transactions (in thousands): Non-trading Commodity Notional December 31, 2019 December 31, 2018 Natural Gas MMBtu 6,130 8,176 Natural Gas Basis MMBtu 42 115 Electricity MWh 6,015 6,781 Trading Commodity Notional December 31, 2019 December 31, 2018 Natural Gas MMBtu 204 188 Natural Gas Basis MMBtu — (380 ) Gains (Losses) on Derivative Instruments Gains (losses) on derivative instruments, net and current period settlements on derivative instruments were as follows for the periods indicated (in thousands): Year Ended December 31, 2019 2018 2017 (Loss) gain on non-trading derivatives, net $ (67,955 ) $ (19,571 ) $ 5,588 Gain (loss) on trading derivatives, net 206 1,401 (580 ) (Loss) gain on derivatives, net $ (67,749 ) $ (18,170 ) $ 5,008 Current period settlements on non-trading derivatives (1) (2) 42,944 (9,614 ) 16,508 Current period settlements on trading derivatives (124 ) (973 ) (199 ) Total current period settlements on derivatives (1) (2) $ 42,820 $ (10,587 ) $ 16,309 (1) Excludes settlements of less than $0.1 million , $(0.3) million , and $3.4 million , respectively, for the years ended December 31, 2019 , 2018 , and 2017 related to non-trading derivative liabilities assumed in various acquisitions. (2) Excludes settlements of $(0.9) million , zero , and zero , respectively, for the years ended December 31, 2019 , 2018 , and 2017 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 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): December 31, 2019 Description Gross Assets Gross Net Assets Cash Net Amount Non-trading commodity derivatives $ 570 $ (275 ) $ 295 $ — $ 295 Trading commodity derivatives 170 (1 ) 169 — 169 Total Current Derivative Assets 740 (276 ) 464 — 464 Non-trading commodity derivatives 333 (227 ) 106 — 106 Trading commodity derivatives — — — — — Total Non-current Derivative Assets 333 (227 ) 106 — 106 Total Derivative Assets $ 1,073 $ (503 ) $ 570 $ — $ 570 Description Gross Gross Net Cash Net Amount Non-trading commodity derivatives $ (34,434 ) $ 12,859 $ (21,575 ) $ 1,632 $ (19,943 ) Trading commodity derivatives (194 ) 194 — — — Total Current Derivative Liabilities (34,628 ) 13,053 (21,575 ) 1,632 (19,943 ) Non-trading commodity derivatives (1,951 ) 1,422 (529 ) 34 (495 ) Trading commodity derivatives — — — — — Total Non-current Derivative Liabilities (1,951 ) 1,422 (529 ) 34 (495 ) Total Derivative Liabilities $ (36,579 ) $ 14,475 $ (22,104 ) $ 1,666 $ (20,438 ) 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 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 | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 8. Property and Equipment Property and equipment consist of the following (in thousands): Estimated December 31, 2019 December 31, 2018 Information technology 2 – 5 $ 22,005 $ 34,611 Building and leasehold improvements 2 – 5 — 4,836 Furniture and fixtures 2 – 5 1,802 1,964 Total 23,807 41,411 Accumulated depreciation (20,540 ) (37,045 ) Property and equipment—net $ 3,267 $ 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 each of December 31, 2019 and 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 consolidated statements of operations was $2.3 million , $3.9 million and $2.6 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 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): December 31, 2019 December 31, 2018 Goodwill $ 120,343 $ 120,343 Customer Relationships — Acquired Cost $ 64,083 $ 99,402 Accumulated amortization (40,231 ) (63,208 ) Customer Relationships —Acquired & Non-Compete Agreements, net $ 23,852 $ 36,194 Customer Relationships —Other Cost $ 17,056 $ 16,155 Accumulated amortization (9,534 ) (9,290 ) Customer Relationships —Other, net $ 7,522 $ 6,865 Trademarks Cost $ 8,502 $ 9,770 Accumulated amortization (2,794 ) (2,483 ) Trademarks, net $ 5,708 $ 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, 2016 $ 79,147 $ 31,911 $ 1,612 $ 6,339 Adjustments (1) 260 — — — Acquisition of Perigee 1,540 1,100 — — Acquisition of Verde 39,207 28,700 — 3,000 Additions (Other) — — 8,016 — Amortization expense — (15,021 ) (2,826 ) (781 ) Balance at December 31, 2017 $ 120,154 $ 46,690 $ 6,802 $ 8,558 Additions — 6,205 3,818 — Adjustments (1) 189 (174 ) — — Amortization — (16,527 ) (3,755 ) (1,271 ) Balance at December 31, 2018 $ 120,343 $ 36,194 $ 6,865 $ 7,287 Additions — — 6,913 — Amortization — (12,342 ) (6,256 ) (1,579 ) Balance at December 31, 2019 $ 120,343 $ 23,852 $ 7,522 $ 5,708 (1) Related to working capital adjustments on various acquisitions. The acquired customer relationship intangibles related to Major Energy Companies, the Provider Companies, and the Verde Companies were bifurcated between hedged and unhedged customer contracts. The unhedged customer contracts are amortized to depreciation and amortization based on the expected future cash flows by year. The hedged customer contracts were evaluated for favorable or unfavorable positions at the time of acquisition and amortized to retail cost of revenue based on the expected term and position of the underlying fixed price contract in each reporting period. For the years ended December 31, 2019 , 2018 , and 2017 , respectively, approximately less than $0.1 million , $(1.2) million , and $0.3 million of the $12.3 million , $16.5 million , and $15.0 million acquired customer relationship amortization expense is included in the cost of revenues. Estimated future amortization expense for customer relationships and trademarks at December 31, 2019 is as follows (in thousands): Year Ending December 31, 2020 $ 14,561 2021 12,987 2022 6,038 2023 450 2024 249 > 5 years 2,797 Total $ 37,082 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | 10. Debt Debt consists of the following amounts as of December 31, 2019 and 2018 (in thousands): December 31, 2019 December 31, 2018 Current: Note Payable—Verde Notes $ — $ 6,936 Total current portion of debt — 6,936 Long-term debt: Senior Credit Facility (1) (2) 123,000 129,500 Subordinated Debt — 10,000 Total long-term debt 123,000 139,500 Total debt $ 123,000 $ 146,436 (1) As of December 31, 2019 and 2018, the weighted average interest rate on the Senior Credit Facility was 4.71% and 5.48% , respectively. (2) As of December 31, 2019 and 2018 , we had $37.4 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 December 31, 2019 and 2018 , respectively. Of these amounts, $0.9 million and $1.0 million are recorded in other current assets, and $0.4 million and $0.4 million are recorded in other non-current assets in the consolidated balance sheets as of December 31, 2019 and 2018 , respectively. Interest expense consists of the following components for the periods indicated (in thousands): Years Ended December 31, 2019 2018 2017 Senior Credit Facility $ 5,263 $ 5,300 $ 3,275 Accretion related to Earnouts — — 4,108 Letters of credit fees and commitment fees 1,656 1,604 1,125 Amortization of deferred financing costs 1,275 1,291 1,035 Convertible subordinated notes to affiliate — — 1,052 Subordinated debt 197 26 167 Verde promissory note 230 1,189 372 Interest expense $ 8,621 $ 9,410 $ 11,134 Senior Credit Facility The Company, as guarantor, and Spark HoldCo (the “Borrower” and, together with each subsidiary of Spark HoldCo (“Co-Borrowers”)) maintain a senior secured borrowing base credit facility (as amended, “Senior Credit Facility”) that allows us to borrow on a revolving basis and has a maximum borrowing capacity of $217.5 million as of December 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. The Senior Credit Facility will mature on May 19, 2021, 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 December 31, 2019 , there was zero in 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 Energy Corp. ("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. The Senior Credit Facility permits, upon satisfaction of a Step-Down Condition, for the Company to elect to reduce the minimum required Fixed Charge Coverage Ratio from 1.25 to 1.00 to 1.10 to 1.00 for a period of one year. A Step-Down Condition is defined as the consummation by the Company of share buybacks of its Series A Preferred Stock under the Repurchase Program with an aggregate purchase price not less than $10.0 million . • 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 December 31, 2019 , we were 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, and actual or asserted failure of any guaranty or security document supporting the Senior Credit Facility to be in full force and effect. 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. Convertible Subordinated Notes to Affiliate In connection with the financing of the CenStar and Oasis acquisitions, the Company issued Notes totaling $7.1 million , at an annual interest rate of 5% , payable semiannually. In January 2017, these Notes were converted into 1,035,642 shares of Class B common stock (and related Spark HoldCo units). Subordinated Debt Facility In June 2019 , the Company entered into an Amended and Restated Subordinated Promissory Note in the principal amount of up to $25.0 million (the “Subordinated Debt Facility”), by and among the Company, Spark HoldCo and Retailco. The Subordinated Debt Facility amended and restated the Subordinated Promissory Note, dated as of December 27, 2016 , by and among the Company, Spark HoldCo and Retailco, solely to extend the expiration date from July 1, 2020 to December 31, 2021 . The Subordinated Debt Facility 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 Debt Facility. 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 Debt Facility. The Subordinated Debt Facility 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 Debt Facility 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 Debt Facility is accelerated upon the occurrence of certain change of control or sale transactions. As of December 31, 2019 and 2018 , there was zero and $10.0 million outstanding under the Subordinated Debt Facility. Verde 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 18 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 December 31, 2019 and 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 matured in June 2019 and bore interest at a rate of 9% per annum. Under the terms of the Verde Earnout Termination Note, we were permitted to withhold amounts otherwise due at maturity related to certain indemnifiable matters. A payment of $1.0 million was made to the seller of the Verde Companies in June 2019, and $4.9 million was withheld (the “Verde Holdback”) to be applied to indemnifiable matters. As of December 31, 2019 and 2018 , there was zero and $5.9 million outstanding under the Verde Earnout Termination Note, respectively. The Verde Earnout Termination Note, the Verde Promissory Note, and the Amended and Restated Verde Promissory Note are collectively referred to as the "Verde Notes." |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 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 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 December 31, 2019 Non-trading commodity derivative assets $ — $ 401 $ — $ 401 Trading commodity derivative assets — 169 — 169 Total commodity derivative assets $ — $ 570 $ — $ 570 Non-trading commodity derivative liabilities $ (1,666 ) $ (18,772 ) $ — $ (20,438 ) Trading commodity derivative liabilities — — — — Total commodity derivative liabilities $ (1,666 ) $ (18,772 ) $ — $ (20,438 ) Contingent payment arrangement $ — $ — $ — $ — 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 years ended December 31, 2019 , 2018 and 2017 . Our derivative contracts include exchange-traded contracts valued utilizing readily available quoted market prices and non-exch ange-traded contra cts 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 December 31, 2019 and 2018 , the credit risk valuation adjustment was a gain of $0.2 million and zero , respectively. 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 tables present a roll forward of our contingent payment arrangements, which are measured at fair value on a recurring basis using significant unobservable inputs (Level 3): Major Earnout and Stock Earnout Fair Value at December 31, 2017 $ 4,650 Change in fair value of contingent consideration, net $ (1,715 ) Payments and settlements (1,607 ) Fair Value at December 31, 2018 $ 1,328 Transfer (1,328 ) Fair Value at December 31, 2019 $ — The Major Earnout is based on the achievement by the Major Energy Companies of certain performance targets over a 33 month period following the date our affiliate acquired the Major Energy Companies and ended on December 31, 2018 . Under the Earnout provisions, the previous members of Major Energy Companies were entitled to a maximum of $20.0 million in earnout payments based on the level of performance targets attained, as defined by the Major Purchase Agreement. The Stock Earnout obligation was contingent upon the Major Energy Companies achieving the Major Earnout's performance target ceiling, thereby earning the maximum Major Earnout payments. If the Major Energy Companies earned such maximum Major Earnout payments, NG&E would be entitled to additional consideration up to a maximum of 400,000 shares of Class B common stock (and a corresponding number of Spark HoldCo units). In determining the fair value of the Major Earnout and the Stock Earnout, we forecasted certain expected performance targets and calculated the probability of such forecast being attained. The impact of the fair value decreases for the years ended December 31, 2018 and 2017 were recorded in general and administrative expenses. The $1.3 million has not been paid as of December 31, 2019 due to ongoing litigation with the Major sellers. It was transferred to accrued liabilities as of December 31, 2019, as discussed further in Note 14 "Commitments and Contingencies." |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 12. Stock-Based Compensation Restricted Stock Units We maintain a Long-Term Incentive Plan ("LTIP") for employees, consultants and directors of the Company and its affiliates who perform services for the Company. The purpose of the LTIP is to provide a means to attract and retain individuals to serve as directors, employees and consultants who provide services to the Company by affording such individuals a means to acquire and maintain ownership of awards, the value of which is tied to the performance of the Company’s Class A common stock. The LTIP provides for grants of cash payments, stock options, stock appreciation rights, restricted stock or units, bonus stock, dividend equivalents, and other stock-based awards with the total number of shares of stock available for issuance under the LTIP not to exceed 2,750,000 shares. Restricted stock units granted to our officers, employees, non-employee directors and certain employees of our affiliates who perform services for the Company vest over approximately one year for non-employee directors and ratably over approximately one to four years for officers, employees, and employees of affiliates, with the initial vesting date occurring in May of the subsequent year. Each restricted stock unit is entitled to receive a dividend equivalent when dividends are declared and distributed to shareholders of Class A common stock. These dividend equivalents are retained by the Company, reinvested in additional restricted stock units effective as of the record date of such dividends and vested upon the same schedule as the underlying restricted stock unit. The Company measures the cost of awards classified as equity awards based on the grant date fair value of the award, and the Company measures the cost of awards classified as liability awards at the fair value of the award at each reporting period. The Company has utilized an estimated 6% annual forfeiture rate of restricted stock units in determining the fair value for all awards excluding those issued to executive level recipients and non-employee directors, for which no forfeitures are estimated to occur. The Company has elected to recognize related compensation expense on a straight-line basis over the associated vesting periods. Although the restricted stock units allow for cash settlement of the awards at the sole discretion of management of the Company, management intends to settle the awards by issuing shares of the Company’s Class A common stock. Total stock-based compensation expense for the years ended December 31, 2019 , 2018 and 2017 was $5.5 million , $5.9 million and $5.1 million . Total income tax benefit related to stock-based compensation recognized in net income (loss) was $0.6 million , $0.6 million and $0.8 million for the years ended December 31, 2019 , 2018 and 2017 . Equity Classified Restricted Stock Units Restricted stock units issued to employees and officers of the Company are classified as equity awards. The fair value of the equity classified restricted stock units is based on the Company’s Class A common stock price as of the grant date. The Company recognized stock based compensation expense of $5.0 million , $5.3 million and $2.8 million for the years ended December 31, 2019 , 2018 and 2017 , respectively, in general and administrative expense with a corresponding increase to additional paid in capital. The following table summarizes equity classified restricted stock unit activity and unvested restricted stock units for the year ended December 31, 2019 : Number of Shares (in thousands) Weighted Average Grant Date Fair Value Unvested at December 31, 2018 827 $ 10.09 Granted 547 9.53 Dividend reinvestment issuances 53 10.07 Vested (450 ) 9.60 Forfeited (148 ) 10.72 Unvested at December 31, 2019 829 $ 9.88 For the year ended December 31, 2019 , 449,725 restricted stock units vested, with 284,896 shares of Class A common stock distributed to the holders of these units and 164,829 shares of Class A common stock withheld by the Company to cover taxes owed on the vesting of such units. As of December 31, 2019 , there was $5.1 million of total unrecognized compensation cost related to the Company’s equity classified restricted stock units, which is expected to be recognized over a weighted average period of approximately 2.5 years. Change in Control Restricted Stock Units In 2018, the Company granted Change in Control Restricted Stock Units ("CIC RSUs") to certain officers that vest upon a "Change in Control", if certain conditions are met. The terms of the CIC RSUs define a "Change in Control" to generally mean: – the consummation of an agreement to acquire or tender offer for beneficial ownership by any person, of 50% or more of the combined voting power of our outstanding voting securities entitled to vote generally in the election of directors, or by any person of 90% or more of the then total outstanding shares of Class A common stock; – individuals who constitute the incumbent board cease for any reason to constitute at least a majority of the board; – consummation of certain reorganizations, mergers or consolidations or a sale or other disposition of all or substantially all of our assets; – approval by our stockholders of a complete liquidation or dissolution; – a public offering or series of public offerings by Retailco and its affiliates, as a selling shareholder group, in which their total interest drops below 10 million of our total outstanding voting securities; – a disposition by Retailco and its affiliates in which their total interest drops below 10 million of our total outstanding voting securities; or – any other business combination, liquidation event of Retailco and its affiliates or restructuring of us which the Compensation Committee deems in its discretion to achieve the principles of a Change in Control. The equity classified restricted stock unit table above excludes unvested CIC RSUs as the conditions for Change in Control have not been met. The Company has not recognized stock compensation expense related to the CIC RSUs as the Change in Control conditions have not been met. Liability Classified Restricted Stock Units Restricted stock units issued to non-employee directors of the Company and employees of certain of our affiliates are classified as liability awards as the awards are either to a) non-employee directors that allow for the recipient to choose net settlement for the amount of withholding taxes dues upon vesting or b) to employees of certain affiliates of the Company and are therefore not deemed to be employees of the Company. The fair value of the liability classified restricted stock units is based on the Company’s Class A common stock price as of the reported period ending date. The Company recognized stock based compensation expense of $0.5 million , $0.6 million and $2.3 million for years ended December 31, 2019 , 2018 and 2017 , respectively, in general and administrative expense with a corresponding increase to liabilities. As of December 31, 2019 , the Company’s liabilities related to these restricted stock units recorded in current liabilities was $0.2 million . As of December 31, 2018 , the Company's liabilities related to these restricted stock units recorded in current liabilities was $0.2 million . The following table summarizes liability classified restricted stock unit activity and unvested restricted stock units for the year ended December 31, 2019 : Number of Shares (in thousands) Weighted Average Reporting Date Fair Value Unvested at December 31, 2018 68 $ 7.43 Granted 76 9.23 Dividend reinvestment issuances 4 9.23 Vested (24 ) 10.25 Forfeited (96 ) 9.27 Unvested at December 31, 2019 28 $ 9.23 For the year ended December 31, 2019 , 23,767 restricted stock units vested, with 15,819 shares of Class A common stock distributed to the holders of these units and 7,948 shares of Class A common stock withheld by the Company to cover taxes owed on the vesting of such units. As of December 31, 2019 , there was $0.1 million of total unrecognized compensation cost related to the Company’s liability classified restricted stock units, which is expected to be recognized over a weighted average period of approximately 0.4 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. 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 asset and liability 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. In December 2017, the President signed the U.S. Tax Reform legislation, which enacted a wide range of changes to the U.S. Corporate income tax system. Accordingly, we adjusted the value of our U.S. deferred tax assets and liabilities based on the rates at which they are expected to be recognized in the future. For U.S. federal purposes the corporate statutory income tax rate was reduced from 35% to 21% , effective for the 2018 tax year. During 2018, we completed our analysis of the impact of U.S. Tax Reform based on further guidance provided on the new tax law by the U.S. Treasury Department and Internal Revenue Service, with no material changes from our assessment performed as of December 31, 2017. The provision for income taxes for the years ended December 31, 2019 , 2018 , and 2017 included the following components: (in thousands) 2019 2018 2017 Current: Federal $ 10,511 $ 3,862 $ 6,992 State 3,675 1,099 1,952 Total Current 14,186 4,961 8,944 Deferred: Federal (4,668 ) (2,792 ) 27,820 State (2,261 ) (92 ) 2,001 Total Deferred (6,929 ) (2,884 ) 29,821 Provision for income taxes $ 7,257 $ 2,077 $ 38,765 The effective income tax rate was 34% , (17)% , and 34% for the years ended December 31, 2019 , 2018 , and 2017 , respectively. The following table reconciles the income tax benefit that would result from application of the statutory federal tax rate, 21% , 21% , and 35% for the years ended December 31, 2019 , 2018 , and 2017 respectively, to the amount included in the consolidated statement of operations: (in thousands) 2019 2018 2017 Expected provision at federal statutory rate $ 4,509 $ (2,586 ) $ 39,833 (Decrease) increase resulting from: Non-controlling interest (1,329 ) 1,738 (19,810 ) Class A Preferred Stock dividends 1,341 1,579 1,758 Impact of U.S. Tax Reform — — 14,454 Intra-entity transfer of customer contracts — 473 — State income taxes, net of federal income tax effect 1,382 428 2,569 Prior year true-up 1,060 (31 ) — Non-deductible expenses 256 256 234 Other 38 220 (273 ) Provision for income taxes $ 7,257 $ 2,077 $ 38,765 Total income tax expense for the years ended December 31, 2019 and 2018 differed from amounts computed by applying the U.S. federal statutory tax rates to pre-tax income primarily due to state income taxes and the impact of permanent differences between book and taxable income, most notably the income attributable to non-controlling interest, which gets taxed at the non-controlling interest partner level. The effective rate in 2017 was also impacted by the enactment of U.S. Tax Reform. Since we were in a net deferred tax asset position, the rate reduced our overall asset having an unfavorable effect on tax expense. The components of our deferred tax assets as of December 31, 2019 and 2018 are as follows: (in thousands) 2019 2018 Deferred Tax Assets: Investment in Spark HoldCo $ 28,671 $ 22,251 Benefit of TRA Liability — 7,016 State net operating loss carryforward 140 — Derivative Liabilities 1,669 — Other 220 78 Total deferred tax assets 30,700 29,345 Deferred Tax Liabilities: Derivative liabilities — (715 ) Intangibles (808 ) (849 ) Property and equipment (27 ) (460 ) Total deferred tax liabilities (835 ) (2,024 ) Total deferred tax assets/liabilities $ 29,865 $ 27,321 The benefit of the TRA Liability as of December 31, 2018 related to the step up in tax basis resulting from the purchase by the Company of Spark HoldCo units from our Founder at the time of our IPO. Subsequent issuances of Series A common stock, exchanges of Series A Common Stock for Series B Shares and vesting of incentive stock compensation since our IPO also resulted in step ups in the basis of our stock similarly resulting in a liability under our Tax Receivable Agreement prior to it being settled in July 2019 . As a result of the settlement, there is no outstanding liability as of December 31, 2019 . For the period ending December 31, 2018 , we had a current liability of $1.7 million and a long-term liability of $25.9 million to reflect the obligation under the Tax Receivable Agreement. See Note 15 "Transactions with Affiliates" for further discussion. 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 makes 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. The tax years 2013 through 2017 remain open to examination by the major taxing jurisdictions to which the Company is subject to income tax. An affiliate owned by our Founder would be responsible for any audit adjustments incurred in connection with transactions occurring prior to July 2014 for Spark Energy, Inc. and Spark HoldCo. Accounting for uncertainty in income taxes prescribes a recognition threshold and measurement methodology for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As of December 31, 2019 and 2018 there was no liability, and for the years ended December 31, 2019 , 2018 and 2017 , there was no expense recorded for interest and penalties associated with uncertain tax positions or unrecognized tax positions. Additionally, the Company does no t have unrecognized tax benefits as of December 31, 2019 and 2018 . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. 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 lawsuits and claims arising in the ordinary course of our business. The following legal proceedings are in various stages and are subject to substantial uncertainties concerning the outcome of material factual and legal issues. Accordingly, unless otherwise specifically noted, we cannot currently predict the manner and timing of the resolutions of these legal proceedings 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. Consumer Rate Lawsuits The Company, like other ESCOs in the industry, is subject to several class actions in various jurisdictions where the Company sells energy, such actions alleging consumers paid higher rates than they would have if they stayed with the default utility. Janet Rolland, et al v. Spark Energy, LLC is a purported class action originally filed on April 19, 2017 in the United States District Court for the District of New Jersey alleging that Spark Energy, LLC charged a variable rate that was higher than permitted by its terms of service, resulting in breach of contract and violation of the duty of good faith and fair dealing. Plaintiffs alleged claims under the New Jersey Consumer Fraud Act and Illinois Consumer Fraud and Deceptive Business Practices Act. The case seeks to certify a putative nationwide class of all Spark variable rate electricity customers from April 19, 2011 to the present. The relief sought includes unspecified actual damages, refunds, treble damages and punitive damages for the putative class, injunctive relief, attorneys’ fees and costs of suit. Spark obtained dismissal with prejudice of the New Jersey Consumer Fraud Act claim and has sought dismissal of the Illinois Consumer Fraud and Deceptive Business Practices Act claim and other claims. Discovery is ongoing in this matter. Spark denies the allegations asserted by Plaintiffs and intends to vigorously defend this matter. Given the ongoing discovery and current stage of this matter, we cannot predict the outcome of this case at this time. 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 customers and conducted advertising, and promotions not in compliance with law. Plaintiffs seek damages for themselves and the purported class, injunctive relief, restitution, and attorneys' fees. The parties are completing a settlement agreement and will present such Agreement to the court for approval, which we expect the court to review in second quarter of 2020. 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 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 ruled in favor of Respond Power on February 3, 2019. Barring an appeal to the Supreme Court of United States, this matter has been resolved in Respond Power's favor. 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. 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 class settlement in this matter, which has received final court approval, and an order of dismissal on February 24, 2020. Settlement claims’ administration is continuing. The Company believes it has full indemnity coverage, net of tax benefit, for any actual exposure in this case at this time. Telemarketing Lawsuits Albrecht v. Oasis Power, LLC is a putative nationwide class action that was filed on February 12, 2018 in the United States District Court for the Northern District of Illinois, alleging that Oasis made illegal prerecorded telemarketing calls, including auto-dialed calls, to consumers’ mobile phones, in violation of the Telephone Consumer Protection Act ("TCPA") and the Illinois Automatic Telephone Dialers Act ("ATDA"). Plaintiff sought an injunction requiring Oasis to cease all unsolicited calling activities, an award of statutory and trebled damages under the TCPA and the ATDA, as well as costs and attorney’s fees. The parties have reached a class settlement on behalf of Oasis and other affiliated brands in the amount of $7.0 million , which received final court approval on February 6, 2020. Settlement claims’ administration has commenced. 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 their 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 reached a settlement in this matter. On January 17, 2020, the court approved the Parties’ preliminary settlement and settlement claims’ administration has commenced. The Company believes it has full indemnity coverage, net of tax benefit, for the settlement exposure in this case. Corporate Matter Lawsuits 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 Spark, and tortious interference with contract against Spark related to a membership interest purchase agreement, subsequent dropdown, 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 Defendants’ motion to dismiss in part and dismissed Plaintiffs’ fraudulent inducement claims. NG&E and Spark filed their affirmative defenses and answer to the remaining claims on October 15, 2018. On January 14, 2019, Plaintiffs filed a Motion for Partial Summary Judgment, which was subsequently denied by the Court on May 8, 2019. On March 25, 2019, Spark and NG&E filed a Motion for Sanctions in connection with deletion of electronically stored data by plaintiff Saul Horowitz and co-seller Mark Wiederman after receiving a litigation hold notice, which the Court granted in part on May 8, 2019, including an award of attorneys' fees and costs to Spark and NG&E in connection with the Motion for Sanctions. On June 7, 2019, the parties jointly filed a letter agreement with the Court confirming plaintiff’s payment of fees and costs, including costs associated with forensic analysis, in the amount of less than $0.1 million to Spark and NG&E in connection with the Court’s ruling on their Motion for Sanctions. This case is set for trial to commence on March 2, 2020. Spark and NG&E deny the allegations asserted by Plaintiffs and intend to vigorously defend this matter. Regulatory Matters Many state regulators have increased scrutiny on retail energy providers, across all industry providers. We are subject to regular regulatory inquiries and preliminary investigations in the ordinary course of our business. Below is a summary of our currently pending material state regulatory matters. The following state regulatory matters are in various stages and are 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 these state regulatory matters or estimate a range of possible losses or a minimum loss that could result from an adverse action. Management does not currently expect that any currently pending state regulatory matters will have a material adverse effect on our financial position or results of operations. Connecticut. Spark Energy, LLC ("SE LLC") has been working with the Connecticut Public Utilities Regulatory Authority ("PURA") regarding compliance with requirements implemented in 2016 that customer bills include any changes to existing rates effective for the next billing cycle. SE LLC and other ESCOs in Connecticut have agreed to submit to 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 and submitted its confidential settlement proposal along with SE LLC’s commitment, subject to certain conditions. SE LLC is awaiting PURA’s completion of a review and audit process after which SE LLC expects PURA to issue a final decision on SE LLC’s offer of amnesty. Illinois. The Illinois Attorney General brought action against Major Energy Electric Services, LLC ("Major") for injunctive and other relief asserting claims that Major engaged in a pattern and practice of non-compliance with law 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 such non-compliant marketing activities. The Attorney General also requested civil penalties. The parties resolved this matter on August 16, 2019. A final judgment and consent decree was entered into, which included Major paying $2.0 million in refunds to consumers, and $0.1 million as a voluntary contribution to the Illinois Attorney General's Office. The settlement also included a number of injunctive and reporting provisions with which Major must comply. Major has made the refund payment. In a separate matter, Spark Energy, LLC received a verbal inquiry from the Illinois Commerce Commission ("ICC") and the Illinois Attorney General ("IAG") on January 1, 2020 seeking to understand an increase in complaints from Illinois consumers. The Company met with the ICC and the IAG in February 2020 and plan to discuss a compliance plan to ensure its sales are in compliance with Illinois regulations. The parties also discussed possible restitution payments to any customers impacted by sales not in compliance with Illinois regulations. Maine . In early 2018, Staff of the Maine Public Utilities Commission (“Maine PUC”) issued letters to Electricity Maine seeking information about customer complaints principally associated with door-to-door (“D2D”) sales practices. In late July 2018, the Maine PUC issued an Order to Show Cause to which Electricity Maine filed a detailed response in mid-August 2018. After a lengthy period of inactivity, the Commission scheduled a procedural conference in early 2019 that resulted in no intervenors other than participation as a party by the Maine Office of Public Advocate. At the conference, the parties agreed on a procedural schedule, including a one-day evidentiary hearing. Following post-hearing discovery, Initial and Reply Briefs were filed on August 30, 2019 and September 10, 2019, respectively. The parties are awaiting a proposed ruling from the Maine PUC hearing examiner, after which point the parties can either accept the ruling or take exception and argue the merits before the Maine PUC Commissioners. While investigations of this nature may be resolved in a manner that allows the retail energy supplier to continue operating in Maine with stipulations, there can be no assurances that Maine PUC will not take more severe action . New York . Prior to the purchase of Major Energy by the Company, in 2015, Major Energy Services, LLC and Major Energy Electric Services were contacted by the Attorney General, Bureau of Consumer Frauds & Protection for State of New York relating to their marketing practices. Major Energy has exchanged information in response to various requests from the Attorney General. The Parties are in settlement negotiations at this time. While investigations of this nature may be resolved in a manner that allows the retail energy supplier to continue operating in New York with stipulations, there can be no assurances that the New York Attorney General will not take more severe action . Ohio. Verde 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 may have violated Ohio’s retail energy supplier regulations. Verde Ohio voluntary suspended door-to-door marketing in Ohio in furtherance of settlement negotiations with the PUCO Staff. On September 6, 2019, Verde Ohio and PUCO Staff executed and filed with PUCO a Joint Stipulation and Recommendation for PUCO’s review and approval which sets forth agreed settlement terms, which includes a $1.7 million settlement amount. If approved by PUCO, the Joint Stipulation and Recommendation would resolve all of the issues raised in the investigation. In addition, in September of 2019, the Ohio Attorney General (“OAG”) alleged that Verde Ohio had violated its Consumer Sales Practice Act and Do Not Call regulations. Verde Ohio is cooperating and responding to the OAG’s document requests; however, at this time, the Company cannot predict the outcome of this matter. Pennsylvania . Verde Energy USA, Inc. (“Verde”) is the subject of a formal investigation by the Pennsylvania Public Utility Commission, Bureau of Investigation and Enforcement (“PPUC”) initiated on January 30, 2020. The investigation asserts that Verde may have violated Pennsylvania retail energy supplier regulations. The Company met with the PPUC in February 2020 to discuss the matter and work with the PPUC cooperatively. Verde is cooperating and responding to the PPUC's requests for information. Currently, the Company cannot predict the outcome at this time. 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 consolidated financial statements, these indirect tax audits are at an early stage and subject to substantial uncertainties concerning the outcome of audit findings and corresponding responses. As of December 31, 2019 , we had accrued $29.2 million related to litigation and regulatory matters and $1.8 million related to indirect tax audits. The outcome of each of these may result in additional expense. |
Transactions with Affiliates
Transactions with Affiliates | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Transactions with Affiliates | 15. 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 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 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 consolidated statements of operations with a corresponding accounts receivable—affiliates or accounts payable—affiliates, respectively, recorded in the consolidated balance sheets. Transactions with affiliates for sales or purchases of natural gas and electricity, are recorded in retail revenues, retail cost of revenues, and net asset optimization revenues in the consolidated statements of operations with a corresponding accounts receivable—affiliate or accounts payable—affiliate recorded in the 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 years ended December 31, 2019 , 2018 , and 2017 respectively. 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 (to)/from affiliates w as $(0.7) million , $10.3 million and $25.4 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. Of the amounts directly billed and allocated from affiliates, we recorded general and administrative expense of zero , $5.9 million , and $22.0 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. Additionally, we capitalized zero , 0.5 million , and $0.7 million of property and equipment for the application, development and implementation of various systems during the years ended December 31, 2019 , 2018 and 2017 , respectively. Accounts Receivable and Payable — Affiliates As of December 31, 2019 and 2018 , we had current accounts receivable—affiliates of $2.0 million and $2.6 million , respectively , and current accounts payable—affiliates of $1.0 million and $2.5 million , respectively . Revenues and Cost of Revenues — Affiliates Revenues recorded in net asset optimization revenues in the consolidated statements of operations for the years ended December 31, 2019 , 2018 and 2017 related to affiliated sales were $2.4 million , $2.4 million , and $1.3 million , respectively, and cost of revenues recorded in net asset optimization revenues in the consolidated statements of operations for the years ended December 31, 2019 , 2018 and 2017 related to affiliated purchases were $0.1 million , $0.1 million and $0.1 million , respectively. These amounts are presented as net on the Consolidated Statements of Operations. Acquisitions from Related Parties In 2017, we acquired Perigee from our affiliate, NG&E, for total consideration of approximately $4.1 million . In connection with the Major Energy Companies acquisition, we issued 4,000,000 shares of Class B common stock (and a corresponding number of Spark HoldCo units) to NG&E, valued at $40.0 million . In connection with the financing of the Provider Companies acquisition, we issued 1,399,484 shares of Class B common stock (and a corresponding number of Spark HoldCo units) to RetailCo, valued at $14.0 million . 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 December 31, 2019 and 2018 , respectively. Distributions to and Contributions from Affiliates During the years ended December 31, 2019 , 2018 and 2017 , we made distributions to affiliates of our Founder of $15.1 million , $15.5 million and $15.6 million , respectively, for payments of quarterly distributions on their respective Spark HoldCo units. During the years ended December 31, 2019 , 2018 and 2017 , we also made distributions to these affiliates for gross-up distributions of $19.7 million , $16.5 million , and $18.2 million , respectively, in connection with distributions made between Spark HoldCo and Spark Energy, Inc. for payment of income taxes incurred by us and settlement of the TRA. Proceeds from Disgorgement of Stockholder Short-swing Profits During the years ended December 31, 2019 , 2018 and 2017 , we recorded $0.1 million , zero , and $0.7 million , respectively, 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 December 31, 2019 , 2018 and 2017 . We received $0.5 million cash during the year ended December 31, 2017 and received $0.2 million cash in February 2018. Subordinated Debt Facility In June 2019 , we and Spark HoldCo entered into a Subordinated Debt Facility with an affiliate owned by our Founder, which allows the Company to borrow up to $25.0 million . The Subordinated Debt Facility 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 Debt Facility. Advances thereunder accrue interest at 5% per annum from the date of the advance. As of December 31, 2019 and 2018 , there was zero and $10.0 million , respectively, in outstanding borrowings under the Subordinated Debt Facility. See Note 10 "Debt" for a further description of terms and conditions of the Subordinated Debt Facility. Tax Receivable Agreement Prior to July 11, 2019 , we were party to a TRA with affiliates. Effective July 11, 2019 , the Company entered into a TRA Termination and Release Agreement (the “Release Agreement”), which provided for a full and complete termination of any further payment, reimbursement or performance obligation of the Company, Retailco and NuDevco Retail under the TRA, whether past, accrued or yet to arise. Pursuant to the Release Agreement, the Company made a cash payment of approximately $11.2 million on July 15, 2019 to Retailco and NuDevco Retail. In connection with the termination of the TRA, Spark HoldCo made a distribution of approximately $16.3 million on July 15, 2019 to Retailco and NuDevco Retail under the Spark HoldCo Third Amended and Restated Limited Liability Company Agreement, as amended. The TRA generally provided 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 realized or would realize (or were 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 made under the TRA. We retained the benefit of the remaining 15% of these tax savings. See Note 13 "Income Taxes" for further discussion. 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 December 31, 2019 and 2018 , we had a total liability related to the TRA of zero and $27.6 million , of which zero and $1.7 million , respectively, were classified as current liabilities. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | 16. 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 years ended December 31, 2019 , 2018 and 2017 , we recorded asset optimization revenues of $62.8 million , $113.7 million and $178.3 million and asset optimization cost of revenues of $60.0 million , $109.2 million and $179.0 million , respectively, which are presented on a net basis in asset optimization revenues. The acquisitions of Perigee and the Verde Companies in 2017 and the acquisition 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 gains (losses) on non-trading derivative instruments, and (iii) net current period cash settlements on non-trading derivative instruments. We deduct net gains (losses) on non-trading derivative instruments, excluding current period cash settlements, from the retail gross margin calculation in order to remove the non-cash impact of net gains and losses on these derivative instruments. Retail gross margin should not be considered an alternative to, or more meaningful than, operating income (loss), as determined in accordance with GAAP. Below is a reconciliation of retail gross margin to income (loss) before income tax expense (in thousands): Years Ended December 31, (in thousands) 2019 2018 2017 Reconciliation of Retail Gross Margin to Income (loss) before taxes Income (loss) before income tax expense $ 21,470 $ (12,315 ) $ 113,809 Change in Tax Receivable Agreement Liability — — (22,267 ) Gain on disposal of eRex (4,862 ) — — Total other income/(expense) (1,250 ) (749 ) (256 ) Interest expense 8,621 9,410 11,134 Operating income (loss) 23,979 (3,654 ) 102,420 Depreciation and amortization 40,987 52,658 42,341 General and administrative 133,534 111,431 101,127 Less: Net asset optimization revenue (expenses) 2,771 4,511 (717 ) Net, (losses) gain on non-trading derivative instruments (67,955 ) (19,571 ) 5,588 Net, Cash settlements on non-trading derivative instruments 42,944 (9,614 ) 16,508 Retail Gross Margin $ 220,740 $ 185,109 $ 224,509 Financial data for business segments are as follows (in thousands): Year Ended December 31, 2019 Retail Retail Corporate Eliminations Consolidated Total Revenues $ 688,451 $ 122,503 $ 2,771 $ — $ 813,725 Retail cost of revenues 552,250 62,975 — — 615,225 Less: Net asset optimization revenue — — 2,771 — 2,771 Net, Losses on non-trading derivative instruments (66,180 ) (1,775 ) — — (67,955 ) Current period settlements on non-trading derivatives 41,841 1,103 — — 42,944 Retail gross margin $ 160,540 $ 60,200 $ — $ — $ 220,740 Total Assets $ 2,524,884 $ 820,601 $ 341,411 $ (3,263,928 ) $ 422,968 Goodwill $ 117,813 $ 2,530 $ — $ — $ 120,343 Year Ended December 31, 2018 Retail Retail Corporate Eliminations Consolidated Total Revenues $ 863,451 $ 137,966 $ 4,511 $ — $ 1,005,928 Retail cost of revenues 762,771 82,722 — — 845,493 Less: Net asset optimization expense — — 4,511 — 4,511 Net, Losses on non-trading derivative instruments (15,200 ) (4,371 ) — — (19,571 ) Current period settlements on non-trading derivatives (8,788 ) (826 ) — — (9,614 ) Retail gross margin $ 124,668 $ 60,441 $ — $ — $ 185,109 Total Assets $ 1,857,790 $ 649,969 $ 361,697 $ (2,380,718 ) $ 488,738 Goodwill $ 117,813 $ 2,530 $ — $ — $ 120,343 Year Ended December 31, 2017 Retail Retail Corporate Eliminations Consolidated Total Revenues $ 657,566 $ 141,206 $ (717 ) $ — $ 798,055 Retail cost of revenues 477,012 75,155 — — 552,167 Less: Net asset optimization expense — — (717 ) — (717 ) Net, Gains on non-trading derivative instruments 5,784 (196 ) — — 5,588 Current period settlements on non-trading derivatives 16,302 206 — — 16,508 Retail gross margin $ 158,468 $ 66,041 $ — $ — $ 224,509 Total Assets $ 1,218,243 $ 421,896 $ 281,176 $ (1,417,574 ) $ 503,741 Goodwill $ 117,624 $ 2,530 $ — $ — $ 120,154 Significant Customers For each of the years ended December 31, 2019 , 2018 and 2017 , we did not have any significant customers that individually accounted for more than 10% of our consolidated retail revenue. Significant Suppliers For each of the years ended December 31, 2019 , 2018 and 2017 , we had one , two , and two significant suppliers that individually accounted for more than 10% of our consolidated retail cost of revenues and net asset optimization revenues. For each of the years ended December 31, 2019 , 2018 and 2017 , these suppliers accounted for 10% , 28% and 20% of our consolidated cost of revenue. |
Equity Method Investment
Equity Method Investment | 12 Months Ended |
Dec. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investment | 17. Equity Method Investment Investment in eREX Spark Marketing Co., Ltd Prior to November 2019, we, together with eREX Co., Ltd., a Japanese company, were party to an agreement ("eREX JV Agreement") for a joint venture, eREX Spark Marketing Co., Ltd ("ESM"). As part of this agreement, we made contributions of 156.4 million Japanese Yen, or $1.4 million , for a 20% ownership interest in ESM. We were entitled to share in 30% of the dividends distributed by ESM for the first year a qualifying dividend was paid and for the subsequent four years thereafter. After this period, dividends were to be distributed proportionately with the equity ownership of ESM. ESM's board of directors consists of four directors, one of whom was appointed by us. In November 2019, Spark HoldCo, LLC entered into a share purchase agreement with eREX Co., Ltd. In accordance with the agreement, Spark HoldCo, LLC sold its shares which represented 20% ownership interest in ESM for $8.4 million . The disposal of ESM resulted in a non-recurring gain of $4.9 million for the year ended December 31, 2019 . Based on our significant influence, as reflected by the 20% equity ownership and 25% control of the ESM board of directors, we recorded the investment in ESM as an equity method investment. Our investment in ESM was $3.1 million as of December 31, 2018 , reflecting contributions made by us through December 31, 2018 and our proportionate share of earnings as determined under the HLBV method as of December 31, 2018 , and recorded in other assets in the consolidated balance sheet. There were no basis differences between our initial contribution and the underlying net assets of ESM. We recorded our proportionate share of ESM's earnings of $0.8 million and $0.5 million in our consolidated statement of operations for the years ended December 31, 2019 and 2018 , respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events Declaration of Dividends On January 21, 2020 , we declared a quarterly dividend of $0.18125 per share to holders of record of our Class A common stock on March 2, 2020 , which will be paid on March 16, 2020 . We also declared a quarterly cash dividend in the amount of $0.546875 per share to holders of record of the Series A Preferred Stock on April 1, 2020 . The dividend will be paid on April 15, 2020 . |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial 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”). Our 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 consolidated financial statements. In the opinion of the Company's management, the accompanying consolidated financial statements reflect all adjustments that are necessary to fairly present the financial position, the results of operations, the changes in equity and the cash flows of the Company for the respective periods. Such adjustments are of a normal recurring nature, unless otherwise disclosed. |
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 consolidated financial statements. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of our 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 consolidated 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 | 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. We enter into transactions with and pay certain costs on behalf of affiliates that are commonly controlled by Mr. Maxwell, and these affiliates enter into transactions with and pay certain costs on our behalf. We undertake these transactions in order to reduce risk, reduce administrative expense, create economies of scale, create strategic alliances and supply goods and services among these related parties. These transactions include, but are not limited to, employee benefits provided through the Company’s benefit plans, insurance plans, leased office space, certain administrative salaries, management due diligence, recurring management consulting, and accounting, tax, legal, or technology services. Amounts billed under these arrangements are based on services provided, departmental usage, or headcount, which are considered reasonable by management. As such, the accompanying consolidated financial statements include costs that have been incurred by the Company and then directly billed or allocated to affiliates, and costs that have been incurred by our affiliates and then directly billed or allocated to us, and are recorded net in general and administrative expense on the consolidated statements of operations with a corresponding accounts receivable—affiliates or accounts payable—affiliates, respectively, recorded in the consolidated balance sheets. Additionally, the Company enters into transactions with certain affiliates for sales or purchases of natural gas and electricity, which are recorded in retail revenues, retail cost of revenues, and net asset optimization revenues in the consolidated statements of operations with a corresponding accounts receivable—affiliate or accounts payable—affiliate in the consolidated balance sheets. The allocations and related estimates and assumptions are described more fully in Note 15 "Transactions with Affiliates." |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of all unrestricted demand deposits and funds invested in highly liquid instruments with original maturities of three months or less. The Company periodically assesses the financial condition of the institutions where these funds are held and believes that its credit risk is minimal with respect to these institutions. |
Accounts Receivable | Accounts Receivable Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company accrues an allowance for doubtful accounts based upon estimated uncollectible accounts receivable considering historical collections, accounts receivable aging analysis, credit risk and other factors. The Company writes off accounts receivable balances against the allowance for doubtful accounts when the accounts receivable is deemed to be uncollectible. Bad debt expense of $13.5 million , $10.1 million and $6.6 million was recorded in general and administrative expense in the consolidated statements of operations for the years ended December 31, 2019 , 2018 and 2017 , respectively. The Company conducts business in many utility service markets where the local regulated utility purchases our receivables, and then becomes responsible for billing the customer and collecting payment from the customer (“POR programs”). This POR service results in substantially all of the Company’s credit risk being linked to the applicable utility, which generally has an investment-grade rating, and not to the end-use customer. The Company monitors the financial condition of each utility and currently believes such amounts are collectible. Trade accounts receivable that are part of a local regulated utility’s POR program are recorded on a gross basis in accounts receivable in the consolidated balance sheets. The discount paid to the local regulated utilities is recorded in general and administrative expense in the consolidated statements of operations. In markets that do not offer POR services or when the Company chooses to directly bill its customers, certain receivables are billed and collected by the Company. The Company bears the credit risk on these accounts and records an appropriate allowance for doubtful accounts to reflect any losses due to non-payment by customers. The Company’s customers are individually insignificant and geographically dispersed in these markets. The Company writes off customer balances when it believes that amounts are no longer collectible and when it has exhausted all means to collect these receivables. |
Inventory | Inventory Inventory consists of natural gas used to fulfill and manage seasonality for fixed and variable-price retail customer load requirements and is valued at the lower of weighted average cost or net realizable value. Purchased natural gas costs are recognized in the consolidated statements of operations, within retail cost of revenues, when the natural gas is sold and delivered out of the storage facility using the weighted average cost of the gas sold. |
Customer Acquisition Costs | Customer Acquisition Costs The Company capitalizes direct response advertising costs that consist primarily of hourly and commission-based telemarketing costs, door-to-door agent commissions and other direct advertising costs associated with proven customer generation in its balance sheet. These costs are amortized over the estimated life of a customer. As of December 31, 2019 and 2018 , the net customer acquisition costs were $18.5 million and $18.3 million , respectively, of which $8.7 million and $14.4 million were recorded in current assets, and $9.8 million and $3.9 million were recorded in non-current assets. Amortization of customer acquisition costs was $18.5 million , $24.4 million , and $21.4 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. Customer acquisition costs do not include customer acquisitions through merger and acquisition activities, which are recorded as customer relationships. Recoverability of customer acquisition costs is evaluated based on a comparison of the carrying amount of such costs to the future net cash flows expected to be generated by the customers acquired, considering specific assumptions for customer attrition, per unit gross profit, and operating costs. These assumptions are based on forecasts and historical experience. |
Customer Relationships, Non-compete Agreements, and Trademarks | Trademarks We record trademarks as part of our acquisitions which represent the value associated with the recognition and positive reputation of an acquired company to its target markets. This value would otherwise have to be internally developed through significant time and expense or by paying a third party for its use. These intangibles are amortized over the estimated five -year to ten -year life of the trademark on a straight-line basis. The fair values of trademark assets were determined at the date of acquisition using a royalty savings method under the income approach. Under this approach, the Company estimates the present value of expected cash flows resulting from avoiding royalty payments to use a third party trademark. The Company analyzes market royalty rates charged for licensing trademarks and applied an expected royalty rate to a forecast of estimated revenue, which was then discounted using an appropriate risk adjusted rate of return. As of December 31, 2019 and 2018 , we had recorded $5.7 million and $7.3 million related to these trademarks in other assets. Amortization expense was $1.6 million , $1.3 million , and $0.8 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. We review trademarks for impairment whenever events or changes in business circumstances indicate the carrying value of the intangible assets may not be recoverable. Impairment is indicated when the undiscounted cash flows estimated to be generated by the intangible assets are less than their respective carrying value. If an impairment exists, a loss is recognized for the difference between the fair value and carrying value of the intangible assets. Customer Relationships Customer contracts recorded as part of mergers or acquisitions are reflected as customer relationships in our balance sheet. The Company had capitalized customer relationship of $13.6 million and $16.6 million , net of amortization, as current assets as of December 31, 2019 and 2018 , respectively, and $17.8 million and $26.4 million , net of amortization, as non-current assets as of December 31, 2019 and 2018 , respectively, related to these intangible assets. These intangibles are amortized on a straight-line basis over the estimated average life of the related customer contracts acquired, which ranges from three to six years . The acquired customer relationships intangibles related to Oasis, CenStar, Provider Companies, Major Energy Companies, Perigee Energy LLC, Verde Companies, and HIKO are reflective of the acquired companies’ customer base, and were valued at the respective dates of acquisition using an excess earnings method under the income approach. Using this method, the Company estimated the future cash flows resulting from the existing customer relationships, considering attrition as well as charges for contributory assets, such as net working capital, fixed assets, and assembled workforce. These future cash flows were then discounted using an appropriate risk-adjusted rate of return by retail unit to arrive at the present value of the expected future cash flows. CenStar, Oasis, Perigee, and HIKO customer relationships are amortized to depreciation and amortization based on the expected future net cash flows by year. The acquired customer relationship intangibles related to the Major Energy Companies, the Provider Companies and the Verde Companies were bifurcated between hedged and unhedged and amortized to depreciation and amortization based on the expected future cash flows by year and expensed to retail cost of revenue based on the expected term of the underlying fixed price contract in each reporting period, respectively. Customer relationship amortization expense was $18.3 million , $20.3 million , and $17.8 million for the years ended December 31, 2019 , 2018 and 2017 , respectively, of which approximately less than $0.1 million , $(1.2) million , and $0.3 million was included in retail cost of revenue for those years. We review customer relationships for impairment whenever events or changes in business circumstances indicate the carrying value of the intangible assets may not be recoverable. Impairment is indicated when the undiscounted cash flows estimated to be generated by the intangible assets are less than their respective carrying value. If an impairment exists, a loss is recognized for the difference between the fair value and carrying value of the intangible assets. Non-compete agreements We capitalize intangible costs associated with non-compete agreements in certain of our acquisitions. Non-compete agreements provide the Company with a certain level of assurance that acquired companies' expected earnings streams will not be disrupted by competition from the companies’ previous owners or members. These non-compete agreements are amortized over their estimated useful life of three years on a straight-line basis. As of December 31, 2019 , the Company had zero capitalized costs related to these non-compete agreements. |
Operating Leases | Operating Leases The Company's leases consist of operating leases related to our offices with lease terms expiring through 2022. The initial term for our property leases is typically three to five years , with renewal options. Rent is recognized on a straight-line basis over the lease term. We adopted ASU 2016-02 effective January 1, 2019, and recorded right-of-use assets and liabilities for our operating leases of $1.0 million . For our operating leases, we recorded rent expense of $0.8 million , $0.8 million and $0.6 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. We recorded sub-lease income of $0.4 million , zero and zero for the years ended December 31, 2019 , 2018 and 2017 , respectively. As of December 31, 2019 we had recorded right-of-use asset of $0.4 million in other current assets and other assets. As of December 31, 2019 we had recorded lease liability of $0.6 million in other current liabilities and other long-term liabilities. |
Deferred Financing Costs | Deferred Financing Costs Costs incurred in connection with the issuance of long-term debt are capitalized and amortized to interest expense using the straight-line method over the life of the related long-term debt. These costs are included in other assets in our consolidated balance sheets. |
Property and Equipment | Property and Equipment The Company records property and equipment at historical cost. Depreciation expense is recorded on a straight-line method based on estimated useful lives, which range from 2 to 5 years, along with estimates of the salvage values of the assets. When items of property and equipment are sold or otherwise disposed of, any gain or loss is recorded in the consolidated statements of operations. |
Internal-Use Software | The Company capitalizes costs associated with certain of its internal-use software projects. Costs capitalized are those incurred during the application development stage of projects such as software configuration, coding, installation of hardware and testing. Costs incurred during the preliminary or post-implementation stage of the project are expensed in the period incurred, including costs associated with formulation of ideas and alternatives, training and application maintenance. After internal-use software projects are completed, the associated capitalized costs are depreciated over the estimated useful life of the related asset. Interest costs incurred while developing internal-use software projects are also capitalized. |
Goodwill | Goodwill Goodwill represents the excess of cost over fair value of the assets of businesses acquired in accordance with FASB ASC Topic 350 Intangibles-Goodwill and Other ("ASC 350"). The goodwill on our consolidated balance sheet as of December 31, 2019 is associated with both our Retail Natural Gas and Retail Electricity segments. We determine our segments, which are also considered our reporting unit, by identifying each unit that engaged in business activities from which it may earn revenues and incur expenses, had operating results regularly reviewed by the segment manager for purposes of resource allocation and performance assessment, and had discrete financial information. Goodwill is not amortized, but rather is assessed for impairment whenever events or circumstances indicate that impairment of the carrying value of goodwill is likely, but no less often than annually as of October 31. We compare our estimate of the fair value of the reporting unit with its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its fair value, we would recognize a goodwill impairment loss for the amount by which the reporting unit's carrying value exceeds its fair value. |
Treasury Stock | Treasury Stock Treasury stock consists of Company's own stock that has been issued, but subsequently reacquired by the Company. Treasury stock does not reduce the number of shares issued but does reduce the number of shares outstanding. These shares are not eligible to receive cash dividends. We use the cost method to account for treasury shares. |
Equity Method Investments | Equity Method Investments We use the equity method of accounting to account for investments where we have the ability to exercise significant influence, but not control over, the investee. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and our share of earnings or losses and distributions. Prior to the sale of our equity investment in November 2019, our equity investment was presented on the consolidated balance sheet under "Other assets", with our share of their income reflected as "Total other income/(expense)" on the consolidated statements of operations. We determined our equity investment earnings using the Hypothetical Liquidation at Book Value (HLBV) method. Under the HLBV method, a calculation was prepared at each balance sheet date to determine the amount the Company would receive if the investee were to liquidate all of its assets, as valued in accordance with U.S. GAAP, and distribute that cash to the investors. The difference between the calculated liquidation distribution amounts at the beginning and the end of the reporting period, after adjusting for capital contributions and distributions, is the Company's share of the earnings or losses from the equity investment for the period. |
Revenues and Cost of Revenues | Revenues and Cost of Revenues Our revenues are derived primarily from the sale of natural gas and electricity to customers, including affiliates. Revenues are recognized by the Company based on consideration specified in contracts with customers when performance obligations are satisfied by transferring control over products to a customer . Utilizing these criteria, revenue is recognized when the natural gas or electricity is delivered to the customer. Similarly, cost of revenues is recognized when the commodity is delivered. Revenues for natural gas and electricity sales are recognized under the accrual method. Natural gas and electricity sales that have been delivered but not billed by period end are estimated. Accrued unbilled revenues are based on estimates of customer usage since the date of the last meter read provided by the utility. Volume estimates are based on forecasted volumes and estimated customer usage by class. Unbilled revenues are calculated by multiplying these volume estimates by the applicable rate by customer class. Estimated amounts are adjusted when actual usage is known and billed. Costs for natural gas and electricity sales are similarly recognized under the accrual method. Natural gas and electricity costs that have not been billed to the Company by suppliers but have been incurred by period end are estimated. The Company estimates volumes for natural gas and electricity delivered based on the forecasted revenue volumes, estimated transportation cost volumes and estimation of other costs associated with retail load that varies by commodity utility territory. These costs include items like ISO fees, ancillary services and renewable energy credits. Estimated amounts are adjusted when actual usage is known and billed. Our asset optimization activities, which primarily include natural gas physical arbitrage and other short term storage and transportation transactions, meet the definition of trading activities and are recorded on a net basis in the consolidated statements of operations in net asset optimization revenues. |
Natural Gas Imbalances | Natural Gas Imbalances The consolidated balance sheets include natural gas imbalance receivables and payables, which primarily result when customers consume more or less gas than has been delivered by the Company to local distribution companies (“LDCs”). The settlement of natural gas imbalances varies by LDC, but typically the natural gas imbalances are settled in cash or in kind on a monthly, quarterly, semi-annual or annual basis. The imbalances are valued at their estimated net realizable value. |
Derivative Instruments | Derivative Instruments The Company uses derivative instruments such as futures, swaps, forwards and options to manage the commodity price risks of its business operations. All derivatives are recorded in the consolidated balance sheets at fair value. Derivative instruments representing unrealized gains are reported as derivative assets while derivative instruments representing unrealized losses are reported as derivative liabilities. We offset amounts in the consolidated balance sheets for derivative instruments executed with the same counterparty where we have a master netting arrangement. As part of our asset optimization activities, we manage a portfolio of commodity derivative instruments held for trading purposes. Changes in fair value of and amounts realized upon settlements of derivatives instruments held for trading purposes are recognized in earnings in net asset optimization revenues. To manage the retail business, the Company holds derivative instruments that are not for trading purposes and are not designated as hedges for accounting purposes. Changes in the fair value of and amounts realized upon settlement of derivative instruments not held for trading purposes are recognized in retail costs of revenues. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes where deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been recognized in the financial statements or tax returns and operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in those years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will not be realized. Amounts owed or refundable on current year returns is included as a current payable or receivable in the consolidated balance sheet. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the projected future taxable income and tax planning strategies in making this assessment. The Company recognizes interest and penalties related to unrecognized tax benefits within the provision for income taxes on continuing operations in our consolidated statements of operations. |
Earnings per Share | Earnings per Share Basic earnings per share (“EPS”) is computed by dividing net income attributable to 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. We use the treasury stock method to determine the potential dilutive effect of our outstanding unvested restricted stock units and use the if-converted method to determine the potential dilutive effect of our Class B common stock. |
Non-controlling Interest | Non-controlling Interest Net income attributable to non-controlling interest represents the Class B Common stockholders' interest in income and expenses of the Company. The weighted average ownership percentages for the applicable reporting period are used to allocate the income (loss) before income taxes to each economic interest owner. |
Commitments and Contingencies | Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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 are 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 No. 2018-11, Leases (Topic 842): Targeted Improvements , and ASU No. 2019-01, Leases (Topic 842): Codification Improvements , to provide additional guidance for the adoption of Topic 842. ASU 2016-02 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. ASU 2016-02 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 elected 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 . Standards Being Evaluated/Standards Not Yet Adopted Below are accounting standards that have been issued, but not yet been adopted by the Company at December 31, 2019 . The Company considers the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 requires entities to use a current expected credit loss ("CECL") model, which is a new impairment model based on expected losses rather than incurred losses on financial assets, including trade accounts receivables. The model requires financial assets measured at amortized cost to be presented at the net amount expected to be collected. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019 , including interim periods within those fiscal years. We adopted ASU 2016-13 and related amendments effective January 1, 2020 , and the adoption did not have a material impact on our consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes ("ASU 2019-12"). These amendments simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. We do not expect adoption of the new standard to have a material impact to our consolidated statement of operations. |
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. |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregated Revenue | The table also includes a reconciliation of the disaggregated revenue to revenue by reportable segment (in thousands). Reportable Segments Year Ended December 31, 2019 Year Ended December 31, 2018 Year Ended December 31, 2017 Retail Electricity Retail Natural Gas Total Reportable Segments Retail Electricity Retail Natural Gas Total Reportable Segments Retail Electricity Retail Natural Gas Total Reportable Segments Primary markets (a) New England $ 284,909 $ 19,289 $ 304,198 $ 395,682 $ 21,221 $ 416,903 $ 229,546 $ 21,196 $ 250,742 Mid-Atlantic 242,556 42,469 285,025 291,046 54,815 345,861 272,127 52,737 324,864 Midwest 79,188 39,200 118,388 73,167 39,894 113,061 59,506 37,792 97,298 Southwest 81,798 21,545 103,343 103,556 22,036 125,592 96,387 29,481 125,868 $ 688,451 $ 122,503 $ 810,954 $ 863,451 $ 137,966 $ 1,001,417 $ 657,566 $ 141,206 $ 798,772 Customer type Commercial $ 249,730 $ 40,466 $ 290,196 $ 355,607 $ 50,156 $ 405,763 $ 195,356 $ 50,424 $ 245,780 Residential 449,900 83,455 533,355 518,261 93,186 611,447 441,580 89,889 531,469 Unbilled revenue (b) (11,179 ) (1,418 ) (12,597 ) (10,417 ) (5,376 ) (15,793 ) 20,630 893 21,523 $ 688,451 $ 122,503 $ 810,954 $ 863,451 $ 137,966 $ 1,001,417 $ 657,566 $ 141,206 $ 798,772 Customer credit risk POR $ 479,011 $ 64,416 $ 543,427 $ 586,901 $ 71,565 $ 658,466 $ 447,581 $ 76,002 $ 523,583 Non-POR 209,440 58,087 267,527 276,550 66,401 342,951 209,985 65,204 275,189 $ 688,451 $ 122,503 $ 810,954 $ 863,451 $ 137,966 $ 1,001,417 $ 657,566 $ 141,206 $ 798,772 (a) The primary markets 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) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Allocation of the Purchase Consideration | The allocation of the purchase consideration is as follows (in thousands): Final Purchase Price Allocation 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 The allocation of the purchase consideration was as follows (in thousands): Final Purchase Price Allocation as of December 31, 2018 Cash and restricted cash $ 1,653 Property and equipment 4,560 Intangible assets—customer relationships 28,700 Intangible assets—trademarks 3,000 Goodwill 39,396 Net working capital, net of cash acquired 18,473 Deferred tax liability (3,126 ) Fair value of derivative liabilities (1,942 ) Total $ 90,714 NG&E acquired Perigee, which was on February 3, 2017, and the fair value of the net assets acquired was as follows (in thousands): Final Purchase Price Allocation Cash $ 23 Intangible assets—customer relationships 1,100 Goodwill 1,540 Net working capital, net of cash acquired 2,085 Fair value of derivative liabilities (443 ) Total $ 4,305 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of Economic Interests | The Company and affiliates owned the following economic interests in Spark HoldCo at December 31, 2019 and December 31, 2018 , respectively. The Company Affiliated Owners December 31, 2019 41.04 % 58.96 % December 31, 2018 40.53 % 59.47 % |
Schedule of Net Income 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): Year Ended December 31, 2019 2018 2017 Net income (loss) allocated to non-controlling interest $ 7,604 $ (12,140 ) $ 55,068 Income tax expense (benefit) allocated to non-controlling interest 1,841 1,066 (731 ) Net income (loss) attributable to non-controlling interest $ 5,763 $ (13,206 ) $ 55,799 |
Computation of Earnings (Loss) Per Share | The following table presents the computation of basic and diluted income (loss) per share for the years ended December 31, 2019 , 2018 , and 2017 (in thousands, except per share data): Year Ended December 31, 2019 2018 2017 Net income (loss) attributable to Spark Energy, Inc. stockholders $ 8,450 $ (1,186 ) $ 19,245 Less: Dividend on Series A preferred stock 8,091 8,109 3,038 Net income (loss) attributable to stockholders of Class A common stock $ 359 $ (9,295 ) $ 16,207 Basic weighted average Class A common shares outstanding 14,286 13,390 13,143 Basic earnings (loss) per share attributable to stockholders $ 0.03 $ (0.69 ) $ 1.23 Net income (loss) attributable to stockholders of Class A common stock $ 359 $ (9,295 ) $ 16,207 Effect of conversion of Class B common stock to shares of Class A common stock — — — Diluted net income (loss) attributable to stockholders of Class A common stock $ 359 $ (9,295 ) $ 16,207 Basic weighted average Class A common shares outstanding 14,286 13,390 13,143 Effect of dilutive Class B common stock — — — Effect of dilutive restricted stock units 282 — 203 Diluted weighted average shares outstanding 14,568 13,390 13,346 Diluted earnings (loss) per share attributable to stockholders $ 0.02 $ (0.69 ) $ 1.21 |
Carrying Amounts and Classification of Variable Interest Entities | The following table includes the carrying amounts and classification of the assets and liabilities of Spark HoldCo that are included in our consolidated balance sheet as of December 31, 2019 and 2018 (in thousands): December 31, 2019 December 31, 2018 Assets Current assets: Cash and cash equivalents $ 56,598 $ 36,724 Accounts receivable 113,635 150,866 Other current assets 64,476 92,963 Total current assets 234,709 280,553 Non-current assets: Goodwill 120,343 120,343 Other assets 37,826 47,159 Total non-current assets 158,169 167,502 Total Assets $ 392,878 $ 448,055 Liabilities Current liabilities: Accounts Payable and Accrued Liabilities $ 86,097 $ 79,692 Contingent consideration — 1,328 Other current liabilities 65,863 59,330 Total current liabilities 151,960 140,350 Long-term liabilities: Long-term portion of Senior Credit Facility 123,000 129,500 Subordinated debt—affiliate — 10,000 Other long-term liabilities 712 319 Total long-term liabilities 123,712 139,819 Total Liabilities $ 275,672 $ 280,169 |
Preferred Stock (Tables)
Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Summary of Preferred Equity Balance | A summary of our preferred equity balance for the years ended December 31, 2019 and 2018 is as follows: (in thousands) Balance at December 31, 2017 $ 41,173 Issuance of Series A Preferred Stock, net of issuance cost 48,490 Accumulated dividends on Series A Preferred Stock 1,095 Balance at December 31, 2018 $ 90,758 Repurchase of Series A Preferred Stock (727 ) Accumulated dividends on Series A Preferred Stock (16 ) Balance at December 31, 2019 $ 90,015 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Volumetric Underlying Derivative Transactions | The following table summarizes the net notional volumes of our open derivative financial instruments accounted for at fair value by commodity. Positive amounts represent net buys while bracketed amounts are net sell transactions (in thousands): Non-trading Commodity Notional December 31, 2019 December 31, 2018 Natural Gas MMBtu 6,130 8,176 Natural Gas Basis MMBtu 42 115 Electricity MWh 6,015 6,781 Trading Commodity Notional December 31, 2019 December 31, 2018 Natural Gas MMBtu 204 188 Natural Gas Basis MMBtu — (380 ) |
Gains (Losses) on Derivative Instruments | Gains (losses) on derivative instruments, net and current period settlements on derivative instruments were as follows for the periods indicated (in thousands): Year Ended December 31, 2019 2018 2017 (Loss) gain on non-trading derivatives, net $ (67,955 ) $ (19,571 ) $ 5,588 Gain (loss) on trading derivatives, net 206 1,401 (580 ) (Loss) gain on derivatives, net $ (67,749 ) $ (18,170 ) $ 5,008 Current period settlements on non-trading derivatives (1) (2) 42,944 (9,614 ) 16,508 Current period settlements on trading derivatives (124 ) (973 ) (199 ) Total current period settlements on derivatives (1) (2) $ 42,820 $ (10,587 ) $ 16,309 (1) Excludes settlements of less than $0.1 million , $(0.3) million , and $3.4 million , respectively, for the years ended December 31, 2019 , 2018 , and 2017 related to non-trading derivative liabilities assumed in various acquisitions. (2) Excludes settlements of $(0.9) million , zero , and zero , respectively, for the years ended December 31, 2019 , 2018 , and 2017 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): December 31, 2019 Description Gross Assets Gross Net Assets Cash Net Amount Non-trading commodity derivatives $ 570 $ (275 ) $ 295 $ — $ 295 Trading commodity derivatives 170 (1 ) 169 — 169 Total Current Derivative Assets 740 (276 ) 464 — 464 Non-trading commodity derivatives 333 (227 ) 106 — 106 Trading commodity derivatives — — — — — Total Non-current Derivative Assets 333 (227 ) 106 — 106 Total Derivative Assets $ 1,073 $ (503 ) $ 570 $ — $ 570 |
Offsetting Liabilities | Description Gross Gross Net Cash Net Amount Non-trading commodity derivatives $ (34,434 ) $ 12,859 $ (21,575 ) $ 1,632 $ (19,943 ) Trading commodity derivatives (194 ) 194 — — — Total Current Derivative Liabilities (34,628 ) 13,053 (21,575 ) 1,632 (19,943 ) Non-trading commodity derivatives (1,951 ) 1,422 (529 ) 34 (495 ) Trading commodity derivatives — — — — — Total Non-current Derivative Liabilities (1,951 ) 1,422 (529 ) 34 (495 ) Total Derivative Liabilities $ (36,579 ) $ 14,475 $ (22,104 ) $ 1,666 $ (20,438 ) 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) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following (in thousands): Estimated December 31, 2019 December 31, 2018 Information technology 2 – 5 $ 22,005 $ 34,611 Building and leasehold improvements 2 – 5 — 4,836 Furniture and fixtures 2 – 5 1,802 1,964 Total 23,807 41,411 Accumulated depreciation (20,540 ) (37,045 ) Property and equipment—net $ 3,267 $ 4,366 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill, Customer Relationships and Trademarks | Goodwill, customer relationships and trademarks consist of the following amounts (in thousands): December 31, 2019 December 31, 2018 Goodwill $ 120,343 $ 120,343 Customer Relationships — Acquired Cost $ 64,083 $ 99,402 Accumulated amortization (40,231 ) (63,208 ) Customer Relationships —Acquired & Non-Compete Agreements, net $ 23,852 $ 36,194 Customer Relationships —Other Cost $ 17,056 $ 16,155 Accumulated amortization (9,534 ) (9,290 ) Customer Relationships —Other, net $ 7,522 $ 6,865 Trademarks Cost $ 8,502 $ 9,770 Accumulated amortization (2,794 ) (2,483 ) Trademarks, net $ 5,708 $ 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, 2016 $ 79,147 $ 31,911 $ 1,612 $ 6,339 Adjustments (1) 260 — — — Acquisition of Perigee 1,540 1,100 — — Acquisition of Verde 39,207 28,700 — 3,000 Additions (Other) — — 8,016 — Amortization expense — (15,021 ) (2,826 ) (781 ) Balance at December 31, 2017 $ 120,154 $ 46,690 $ 6,802 $ 8,558 Additions — 6,205 3,818 — Adjustments (1) 189 (174 ) — — Amortization — (16,527 ) (3,755 ) (1,271 ) Balance at December 31, 2018 $ 120,343 $ 36,194 $ 6,865 $ 7,287 Additions — — 6,913 — Amortization — (12,342 ) (6,256 ) (1,579 ) Balance at December 31, 2019 $ 120,343 $ 23,852 $ 7,522 $ 5,708 (1) Related to working capital adjustments on various acquisitions. |
Estimated Future Amortization Expense | Estimated future amortization expense for customer relationships and trademarks at December 31, 2019 is as follows (in thousands): Year Ending December 31, 2020 $ 14,561 2021 12,987 2022 6,038 2023 450 2024 249 > 5 years 2,797 Total $ 37,082 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consists of the following amounts as of December 31, 2019 and 2018 (in thousands): December 31, 2019 December 31, 2018 Current: Note Payable—Verde Notes $ — $ 6,936 Total current portion of debt — 6,936 Long-term debt: Senior Credit Facility (1) (2) 123,000 129,500 Subordinated Debt — 10,000 Total long-term debt 123,000 139,500 Total debt $ 123,000 $ 146,436 (1) As of December 31, 2019 and 2018, the weighted average interest rate on the Senior Credit Facility was 4.71% and 5.48% , respectively. (2) As of December 31, 2019 and 2018 , we had $37.4 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): Years Ended December 31, 2019 2018 2017 Senior Credit Facility $ 5,263 $ 5,300 $ 3,275 Accretion related to Earnouts — — 4,108 Letters of credit fees and commitment fees 1,656 1,604 1,125 Amortization of deferred financing costs 1,275 1,291 1,035 Convertible subordinated notes to affiliate — — 1,052 Subordinated debt 197 26 167 Verde promissory note 230 1,189 372 Interest expense $ 8,621 $ 9,410 $ 11,134 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 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 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 December 31, 2019 Non-trading commodity derivative assets $ — $ 401 $ — $ 401 Trading commodity derivative assets — 169 — 169 Total commodity derivative assets $ — $ 570 $ — $ 570 Non-trading commodity derivative liabilities $ (1,666 ) $ (18,772 ) $ — $ (20,438 ) Trading commodity derivative liabilities — — — — Total commodity derivative liabilities $ (1,666 ) $ (18,772 ) $ — $ (20,438 ) Contingent payment arrangement $ — $ — $ — $ — 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 ) |
Reconciliations of Liabilities Measured at Fair Value on a Recurring Basis | The following tables present a roll forward of our contingent payment arrangements, which are measured at fair value on a recurring basis using significant unobservable inputs (Level 3): Major Earnout and Stock Earnout Fair Value at December 31, 2017 $ 4,650 Change in fair value of contingent consideration, net $ (1,715 ) Payments and settlements (1,607 ) Fair Value at December 31, 2018 $ 1,328 Transfer (1,328 ) Fair Value at December 31, 2019 $ — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Equity Classified Restricted Stock Unit Activity and Unvested Restricted Stock Units | The following table summarizes liability classified restricted stock unit activity and unvested restricted stock units for the year ended December 31, 2019 : Number of Shares (in thousands) Weighted Average Reporting Date Fair Value Unvested at December 31, 2018 68 $ 7.43 Granted 76 9.23 Dividend reinvestment issuances 4 9.23 Vested (24 ) 10.25 Forfeited (96 ) 9.27 Unvested at December 31, 2019 28 $ 9.23 The following table summarizes equity classified restricted stock unit activity and unvested restricted stock units for the year ended December 31, 2019 : Number of Shares (in thousands) Weighted Average Grant Date Fair Value Unvested at December 31, 2018 827 $ 10.09 Granted 547 9.53 Dividend reinvestment issuances 53 10.07 Vested (450 ) 9.60 Forfeited (148 ) 10.72 Unvested at December 31, 2019 829 $ 9.88 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Provision (Benefit) for Income Taxes | The provision for income taxes for the years ended December 31, 2019 , 2018 , and 2017 included the following components: (in thousands) 2019 2018 2017 Current: Federal $ 10,511 $ 3,862 $ 6,992 State 3,675 1,099 1,952 Total Current 14,186 4,961 8,944 Deferred: Federal (4,668 ) (2,792 ) 27,820 State (2,261 ) (92 ) 2,001 Total Deferred (6,929 ) (2,884 ) 29,821 Provision for income taxes $ 7,257 $ 2,077 $ 38,765 |
Schedule of Reconciliation of Income Tax Benefit | The following table reconciles the income tax benefit that would result from application of the statutory federal tax rate, 21% , 21% , and 35% for the years ended December 31, 2019 , 2018 , and 2017 respectively, to the amount included in the consolidated statement of operations: (in thousands) 2019 2018 2017 Expected provision at federal statutory rate $ 4,509 $ (2,586 ) $ 39,833 (Decrease) increase resulting from: Non-controlling interest (1,329 ) 1,738 (19,810 ) Class A Preferred Stock dividends 1,341 1,579 1,758 Impact of U.S. Tax Reform — — 14,454 Intra-entity transfer of customer contracts — 473 — State income taxes, net of federal income tax effect 1,382 428 2,569 Prior year true-up 1,060 (31 ) — Non-deductible expenses 256 256 234 Other 38 220 (273 ) Provision for income taxes $ 7,257 $ 2,077 $ 38,765 |
Schedule of Deferred Tax Assets | The components of our deferred tax assets as of December 31, 2019 and 2018 are as follows: (in thousands) 2019 2018 Deferred Tax Assets: Investment in Spark HoldCo $ 28,671 $ 22,251 Benefit of TRA Liability — 7,016 State net operating loss carryforward 140 — Derivative Liabilities 1,669 — Other 220 78 Total deferred tax assets 30,700 29,345 Deferred Tax Liabilities: Derivative liabilities — (715 ) Intangibles (808 ) (849 ) Property and equipment (27 ) (460 ) Total deferred tax liabilities (835 ) (2,024 ) Total deferred tax assets/liabilities $ 29,865 $ 27,321 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Reconciliation of Retail Gross Margin to Income Before Income Tax Expense | Below is a reconciliation of retail gross margin to income (loss) before income tax expense (in thousands): Years Ended December 31, (in thousands) 2019 2018 2017 Reconciliation of Retail Gross Margin to Income (loss) before taxes Income (loss) before income tax expense $ 21,470 $ (12,315 ) $ 113,809 Change in Tax Receivable Agreement Liability — — (22,267 ) Gain on disposal of eRex (4,862 ) — — Total other income/(expense) (1,250 ) (749 ) (256 ) Interest expense 8,621 9,410 11,134 Operating income (loss) 23,979 (3,654 ) 102,420 Depreciation and amortization 40,987 52,658 42,341 General and administrative 133,534 111,431 101,127 Less: Net asset optimization revenue (expenses) 2,771 4,511 (717 ) Net, (losses) gain on non-trading derivative instruments (67,955 ) (19,571 ) 5,588 Net, Cash settlements on non-trading derivative instruments 42,944 (9,614 ) 16,508 Retail Gross Margin $ 220,740 $ 185,109 $ 224,509 |
Financial Data for Business Segments | Financial data for business segments are as follows (in thousands): Year Ended December 31, 2019 Retail Retail Corporate Eliminations Consolidated Total Revenues $ 688,451 $ 122,503 $ 2,771 $ — $ 813,725 Retail cost of revenues 552,250 62,975 — — 615,225 Less: Net asset optimization revenue — — 2,771 — 2,771 Net, Losses on non-trading derivative instruments (66,180 ) (1,775 ) — — (67,955 ) Current period settlements on non-trading derivatives 41,841 1,103 — — 42,944 Retail gross margin $ 160,540 $ 60,200 $ — $ — $ 220,740 Total Assets $ 2,524,884 $ 820,601 $ 341,411 $ (3,263,928 ) $ 422,968 Goodwill $ 117,813 $ 2,530 $ — $ — $ 120,343 Year Ended December 31, 2018 Retail Retail Corporate Eliminations Consolidated Total Revenues $ 863,451 $ 137,966 $ 4,511 $ — $ 1,005,928 Retail cost of revenues 762,771 82,722 — — 845,493 Less: Net asset optimization expense — — 4,511 — 4,511 Net, Losses on non-trading derivative instruments (15,200 ) (4,371 ) — — (19,571 ) Current period settlements on non-trading derivatives (8,788 ) (826 ) — — (9,614 ) Retail gross margin $ 124,668 $ 60,441 $ — $ — $ 185,109 Total Assets $ 1,857,790 $ 649,969 $ 361,697 $ (2,380,718 ) $ 488,738 Goodwill $ 117,813 $ 2,530 $ — $ — $ 120,343 Year Ended December 31, 2017 Retail Retail Corporate Eliminations Consolidated Total Revenues $ 657,566 $ 141,206 $ (717 ) $ — $ 798,055 Retail cost of revenues 477,012 75,155 — — 552,167 Less: Net asset optimization expense — — (717 ) — (717 ) Net, Gains on non-trading derivative instruments 5,784 (196 ) — — 5,588 Current period settlements on non-trading derivatives 16,302 206 — — 16,508 Retail gross margin $ 158,468 $ 66,041 $ — $ — $ 224,509 Total Assets $ 1,218,243 $ 421,896 $ 281,176 $ (1,417,574 ) $ 503,741 Goodwill $ 117,624 $ 2,530 $ — $ — $ 120,154 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - Accounting Policies Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2019 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | ||||||
Bad debt expense | $ 13,532,000 | $ 10,135,000 | $ 6,550,000 | |||
Customer acquisition costs | $ 18,500,000 | 18,500,000 | 18,300,000 | |||
Customer acquisition costs, current | 8,700,000 | 8,700,000 | 14,400,000 | |||
Customer acquisition costs, noncurrent | 9,845,000 | 9,845,000 | 3,893,000 | |||
Amortization of acquisition costs | 18,500,000 | 24,400,000 | 21,400,000 | |||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets, current | 13,607,000 | 13,607,000 | 16,630,000 | |||
Intangible assets, non-current | 17,767,000 | 17,767,000 | 26,429,000 | |||
Intangible assets | 37,082,000 | 37,082,000 | ||||
Operating lease expense | 800,000 | |||||
Operating leases, rent expense | 800,000 | 600,000 | ||||
Sublease income | 400,000 | 0 | 0 | |||
Goodwill impairment | 0 | |||||
Asset optimization revenue | 62,800,000 | 113,700,000 | 178,300,000 | |||
Asset optimization cost of revenues | 60,000,000 | 109,200,000 | 179,000,000 | |||
Other current assets | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Right-of-use assets | 400,000 | 400,000 | ||||
Gas balancing receivable (payable) | 1,600,000 | 1,600,000 | 800,000 | |||
Other current liabilities | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Lease liabilities | 600,000 | 600,000 | ||||
Gas balancing receivable (payable) | (100,000) | (100,000) | (300,000) | |||
Other assets | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Lease liabilities | 400,000 | 400,000 | ||||
Other long-term liabilities | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Lease liabilities | $ 600,000 | $ 600,000 | ||||
Minimum | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Property lease term | 3 years | 3 years | ||||
Property and equipment estimated useful lives | 2 years | |||||
Maximum | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Property lease term | 5 years | 5 years | ||||
Property and equipment estimated useful lives | 5 years | |||||
Accounting Standards Update 2016-02 | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Right-of-use assets | $ 1,000,000 | |||||
Lease liabilities | $ 1,000,000 | |||||
Customer relationships | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization expense | $ 18,300,000 | 20,300,000 | 17,800,000 | |||
Impairment charges | 0 | |||||
Customer relationships | Major Energy Companies, Provider Companies, And Verde Companies | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization expense | 12,300,000 | 16,500,000 | 15,000,000 | |||
Customer relationships | Retail cost of revenue | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization expense | 300,000 | |||||
Customer relationships | Retail cost of revenue | Major Energy Companies, Provider Companies, And Verde Companies | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization expense | $ 100,000 | (1,200,000) | 300,000 | |||
Customer relationships | Minimum | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization period | 3 years | |||||
Customer relationships | Maximum | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization period | 6 years | |||||
Non-compete agreements | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Intangible assets, current | 300,000 | |||||
Intangible assets, non-current | 0 | |||||
Amortization period | 3 years | |||||
Amortization expense | $ 300,000 | 1,100,000 | 1,200,000 | |||
Intangible assets | $ 0 | 0 | 300,000 | |||
Trademarks | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization expense | 1,579,000 | 1,271,000 | 781,000 | |||
Impairment charges | 0 | |||||
Intangible assets | $ 5,708,000 | $ 5,708,000 | $ 7,287,000 | $ 8,558,000 | $ 6,339,000 | |
Trademarks | Minimum | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization period | 5 years | |||||
Trademarks | Maximum | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Amortization period | 10 years |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - New Accounting Standards Being Evaluated But Not Yet Adopted (Details) - Accounting Standards Update 2016-02 $ in Millions | Jan. 01, 2019USD ($) |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Right-of-use assets | $ 1 |
Lease liabilities | $ 1 |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 810,954 | $ 1,001,417 | $ 798,772 |
POR | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 543,427 | 658,466 | 523,583 |
Non-POR | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 267,527 | 342,951 | 275,189 |
Unbilled revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | (12,597) | (15,793) | 21,523 |
Commercial | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 290,196 | 405,763 | 245,780 |
Residential | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 533,355 | 611,447 | 531,469 |
New England | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 304,198 | 416,903 | 250,742 |
Mid-Atlantic | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 285,025 | 345,861 | 324,864 |
Midwest | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 118,388 | 113,061 | 97,298 |
Southwest | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 103,343 | 125,592 | 125,868 |
Retail Electricity | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 688,451 | 863,451 | 657,566 |
Retail Electricity | POR | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 479,011 | 586,901 | 447,581 |
Retail Electricity | Non-POR | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 209,440 | 276,550 | 209,985 |
Retail Electricity | Unbilled revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | (11,179) | (10,417) | 20,630 |
Retail Electricity | Commercial | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 249,730 | 355,607 | 195,356 |
Retail Electricity | Residential | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 449,900 | 518,261 | 441,580 |
Retail Electricity | New England | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 284,909 | 395,682 | 229,546 |
Retail Electricity | Mid-Atlantic | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 242,556 | 291,046 | 272,127 |
Retail Electricity | Midwest | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 79,188 | 73,167 | 59,506 |
Retail Electricity | Southwest | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 81,798 | 103,556 | 96,387 |
Retail Natural Gas | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 122,503 | 137,966 | 141,206 |
Retail Natural Gas | POR | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 64,416 | 71,565 | 76,002 |
Retail Natural Gas | Non-POR | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 58,087 | 66,401 | 65,204 |
Retail Natural Gas | Unbilled revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | (1,418) | (5,376) | 893 |
Retail Natural Gas | Commercial | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 40,466 | 50,156 | 50,424 |
Retail Natural Gas | Residential | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 83,455 | 93,186 | 89,889 |
Retail Natural Gas | New England | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 19,289 | 21,221 | 21,196 |
Retail Natural Gas | Mid-Atlantic | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 42,469 | 54,815 | 52,737 |
Retail Natural Gas | Midwest | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 39,200 | 39,894 | 37,792 |
Retail Natural Gas | Southwest | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 21,545 | $ 22,036 | $ 29,481 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Retail Revenues | |||
Disaggregation of Revenue [Line Items] | |||
Gross receipts taxes | $ 1.5 | $ 1.6 | $ 6.4 |
Retail Cost of Revenues | |||
Disaggregation of Revenue [Line Items] | |||
Gross receipts taxes | $ 8.4 | $ 9.9 | $ 9 |
Acquisitions - Acquisition of P
Acquisitions - Acquisition of Perigree (Details) - Perigee $ in Millions | 1 Months Ended | 12 Months Ended |
Apr. 30, 2017USD ($)utility | Dec. 31, 2017USD ($) | |
Business Acquisition [Line Items] | ||
Purchase price | $ 4.1 | |
National Gas & Electric, LLC | ||
Business Acquisition [Line Items] | ||
Number of utilities | utility | 14 | |
Purchase price | $ 4.1 | |
Purchase price, base price | 2 | |
Purchase price, additional customer option payment | 0.2 | |
Initial working capital estimate | $ 1.9 |
Acquisitions - Allocation of th
Acquisitions - Allocation of the Purchase Consideration (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Feb. 03, 2017 | Dec. 31, 2016 |
Final Purchase Price Allocation | |||||
Goodwill | $ 120,343 | $ 120,343 | $ 120,154 | $ 79,147 | |
Verde Companies | |||||
Final Purchase Price Allocation | |||||
Cash and restricted cash | 1,653 | ||||
Property and equipment | 4,560 | ||||
Goodwill | 39,396 | ||||
Net working capital, net of cash acquired | 18,473 | ||||
Deferred tax liability | (3,126) | ||||
Fair value of derivative liabilities | (1,942) | ||||
Total | 90,714 | ||||
Verde Companies | Trademarks, net | |||||
Final Purchase Price Allocation | |||||
Intangible assets | 3,000 | ||||
Verde Companies | Customer relationships | |||||
Final Purchase Price Allocation | |||||
Intangible assets | 28,700 | ||||
HIKO | |||||
Final Purchase Price Allocation | |||||
Cash and restricted cash | 375 | ||||
Intangible assets | 6,031 | ||||
Net working capital, net of cash acquired | 8,465 | ||||
Fair value of derivative liabilities | (205) | ||||
Total | $ 14,666 | ||||
National Gas & Electric, LLC | Perigee | |||||
Final Purchase Price Allocation | |||||
Cash and restricted cash | $ 23 | ||||
Goodwill | 1,540 | ||||
Net working capital, net of cash acquired | 2,085 | ||||
Fair value of derivative liabilities | (443) | ||||
Total | 4,305 | ||||
National Gas & Electric, LLC | Perigee | Customer relationships | |||||
Final Purchase Price Allocation | |||||
Intangible assets | $ 1,100 |
Acquisitions - Acquisition of V
Acquisitions - Acquisition of Verde (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2018 | Jul. 31, 2017 | Dec. 31, 2017 | |
Verde Companies | |||
Business Acquisition [Line Items] | |||
Contributed revenues | $ 76 | ||
Contributed earnings | $ 1.2 | ||
Verde Companies | |||
Business Acquisition [Line Items] | |||
Total consideration | $ 90.7 | ||
Net working capital | $ 20.1 | ||
Adjusted EBITDA obligation term | 18 months | ||
Contingent consideration—earnout obligations incurred in connection with the acquisitions | $ 5.4 | ||
Contingent consideration—earnout obligations incurred in connection with the acquisitions | $ 5.9 |
Acquisitions - Acquisition of H
Acquisitions - Acquisition of HIKO (Details) - HIKO kWh in Thousands, $ in Millions | 1 Months Ended | 12 Months Ended |
Mar. 31, 2018USD ($)kWhmarketstate | Dec. 31, 2018USD ($) | |
Business Acquisition [Line Items] | ||
Purchase price | $ 6 | |
Residential customer equivalent (in kwh) | kWh | 290,000 | |
Number of markets | market | 42 | |
Number of states | state | 7 | |
Revenue | $ 15.3 | |
Net income | $ 3.8 |
Acquisitions - Acquisition of C
Acquisitions - Acquisition of Customers from Perigee (Details) - Perigee kWh in Thousands, $ in Millions | 1 Months Ended |
Apr. 30, 2017USD ($)kWh | |
Business Acquisition [Line Items] | |
Residential customer equivalent (in kwh) | kWh | 440,000 |
Customer Relationships | |
Business Acquisition [Line Items] | |
Contract purchase price | $ | $ 7.5 |
Acquisitions - Acquisition from
Acquisitions - Acquisition from Related Parties (Details) - Affiliated Entity - National Gas & Electric, LLC - Asset Purchase Agreement kWh in Thousands, $ in Millions | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2018USD ($)usd_per_rcekWhmarketstate | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($)kWh | |
Business Acquisition [Line Items] | |||
Residential customer equivalent (in kwh) | kWh | 500,000 | 350,000 | |
Purchase price per RCE (in dollars per RCE) | usd_per_rce | 250 | ||
Purchase price | $ 12.5 | ||
Number of markets | market | 24 | ||
Number of states | state | 8 | ||
Due to related parties | $ 8.8 | ||
Assets at date of transfer | 1.7 | ||
Net distribution to NG&E recorded in equity | $ 0.1 | $ 7.1 |
Acquisitions - Acquisitions of
Acquisitions - Acquisitions of Customer Books (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2018USD ($)kWh | Dec. 31, 2019USD ($)kWh | Dec. 31, 2018USD ($) | |
Business Acquisition [Line Items] | |||
Restricted cash | $ 1,004 | $ 8,636 | |
Starion Energy Inc. | |||
Business Acquisition [Line Items] | |||
Residential customer equivalent (in kwh) | kWh | 600,000,000 | 510,000,000,000 | |
Purchase price | $ 10,700 | ||
Due to related parties | $ 8,000 | ||
Restricted cash | $ 1,000 | $ 8,600 |
Equity - Schedule of Economic I
Equity - Schedule of Economic Interests (Details) - Spark Hold Co | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Class of Stock [Line Items] | ||
Economic interests percentage | 41.04% | 40.53% |
Affiliated Owners | ||
Class of Stock [Line Items] | ||
Economic interests percentage | 58.96% | 59.47% |
Equity - Schedule of Net Income
Equity - Schedule of Net Income and Income Tax Expense (Benefit) Attributable to Non-Controlling Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | |||
Net (loss) income allocated to non-controlling interest | $ 7,604 | $ (12,140) | $ 55,068 |
Income tax expense (benefit) allocated to non-controlling interest | 1,841 | 1,066 | (731) |
Net (loss) income attributable to non-controlling interest | $ 5,763 | $ (13,206) | $ 55,799 |
Equity - Narrative (Details)
Equity - Narrative (Details) $ / shares in Units, $ in Thousands | Jan. 21, 2020$ / shares | May 31, 2017 | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares |
Class of Stock [Line Items] | |||||
Payment of dividends to Class A common stockholders | $ | $ 10,382 | $ 9,783 | $ 9,519 | ||
Annual dividend rate (in dollars per share) | $ / shares | $ 0.725 | ||||
Distributions paid to non-controlling unit holders | $ | $ 34,794 | $ 35,478 | $ 33,800 | ||
Stock split conversion ratio | 2 | ||||
Preferred stock, shares authorized (in shares) | 20,000,000 | ||||
Preferred stock, shares issued (in shares) | 3,707,256 | 3,707,256 | |||
Preferred stock, shares outstanding (in shares) | 3,677,318 | 3,707,256 | |||
Number of shares of common stock exchanged (in shares) | 685,126 | ||||
Restricted Units and Liability Awards | |||||
Class of Stock [Line Items] | |||||
Number of shares vested (in shares) | 473,492 | 394,243 | 356,014 | ||
Number of shares of common stock distributed to the holder of restricted stock units (in shares) | 300,715 | ||||
Number of shares of common stock withheld to cover taxes owed on vested units (in shares) | 172,777 | ||||
Restricted Stock Units | |||||
Class of Stock [Line Items] | |||||
Number of shares vested (in shares) | 449,725 | 394,243 | 356,014 | ||
Number of shares of common stock distributed to the holder of restricted stock units (in shares) | 300,715 | 258,076 | 241,965 | ||
Number of shares of common stock withheld to cover taxes owed on vested units (in shares) | 172,777 | 136,167 | 114,049 | ||
Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Annual dividend rate (in dollars per share) | $ / shares | $ 543.75000 | $ 725 | $ 725 | ||
Distributions paid to non-controlling unit holders | $ | $ 15,100 | ||||
Class A Common Stock | Restricted Stock Units | |||||
Class of Stock [Line Items] | |||||
Number of shares of common stock distributed to the holder of restricted stock units (in shares) | 284,896 | ||||
Number of shares of common stock withheld to cover taxes owed on vested units (in shares) | 164,829 | ||||
Class A Common Stock | Subsequent Event | |||||
Class of Stock [Line Items] | |||||
Dividends declared (in dollars per share) | $ / shares | $ 0.18125 | ||||
Common Class B | |||||
Class of Stock [Line Items] | |||||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 20,800,000 |
Equity - Computation of Earning
Equity - Computation of Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Net income (loss) attributable to Spark Energy, Inc. stockholders | $ 8,450 | $ (1,186) | $ 19,245 |
Less: Dividend on Series A preferred stock | 8,091 | 8,109 | 3,038 |
Net income (loss) attributable to stockholders of Class A common stock | $ 359 | $ (9,295) | $ 16,207 |
Basic weighted average Class A common shares outstanding (in shares) | 14,286 | 13,390 | 13,143 |
Basic earnings (loss) per share attributable to stockholders (in dollars per share) | $ 0.03 | $ (0.69) | $ 1.23 |
Net income (loss) attributable to stockholders of Class A common stock | $ 359 | $ (9,295) | $ 16,207 |
Effect of conversion of Class B common stock to shares of Class A common stock | 0 | 0 | 0 |
Diluted net income (loss) attributable to stockholders of Class A common stock | $ 359 | $ (9,295) | $ 16,207 |
Basic weighted average Class A common shares outstanding (in shares) | 14,286 | 13,390 | 13,143 |
Effect of dilutive Class B common stock (in shares) | 0 | 0 | 0 |
Effect of dilutive restricted stock units (in shares) | 282 | 0 | 203 |
Diluted weighted average shares outstanding (in shares) | 14,568 | 13,390 | 13,346 |
Diluted earnings (loss) per share attributable to stockholders (in dollars per share) | $ 0.02 | $ (0.69) | $ 1.21 |
Equity - Carrying Amounts and C
Equity - Carrying Amounts and Classification of Variable Interest Entities (Details) - Variable Interest Entity, Primary Beneficiary - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Variable Interest Entity [Line Items] | ||
Total Assets | $ 392,878 | $ 448,055 |
Total Liabilities | 275,672 | 280,169 |
Total current assets | ||
Variable Interest Entity [Line Items] | ||
Total Assets | 234,709 | 280,553 |
Cash and cash equivalents | ||
Variable Interest Entity [Line Items] | ||
Total Assets | 56,598 | 36,724 |
Accounts receivable | ||
Variable Interest Entity [Line Items] | ||
Total Assets | 113,635 | 150,866 |
Other current assets | ||
Variable Interest Entity [Line Items] | ||
Total Assets | 64,476 | 92,963 |
Total non-current assets | ||
Variable Interest Entity [Line Items] | ||
Total Assets | 158,169 | 167,502 |
Goodwill | ||
Variable Interest Entity [Line Items] | ||
Total Assets | 120,343 | 120,343 |
Other assets | ||
Variable Interest Entity [Line Items] | ||
Total Assets | 37,826 | 47,159 |
Total current liabilities | ||
Variable Interest Entity [Line Items] | ||
Total Liabilities | 151,960 | 140,350 |
Accounts Payable and Accrued Liabilities | ||
Variable Interest Entity [Line Items] | ||
Total Liabilities | 86,097 | 79,692 |
Contingent consideration | ||
Variable Interest Entity [Line Items] | ||
Total Liabilities | 0 | 1,328 |
Other current liabilities | ||
Variable Interest Entity [Line Items] | ||
Total Liabilities | 65,863 | 59,330 |
Total long-term liabilities | ||
Variable Interest Entity [Line Items] | ||
Total Liabilities | 123,712 | 139,819 |
Long-term portion of Senior Credit Facility | ||
Variable Interest Entity [Line Items] | ||
Total Liabilities | 123,000 | 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 | $ 712 | $ 319 |
Preferred Stock - Narrative (De
Preferred Stock - Narrative (Details) - USD ($) | Jan. 21, 2020 | May 31, 2019 | Jan. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 31, 2017 |
Class of Stock [Line Items] | ||||||||
Preferred stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 | ||||||
Net proceeds from offering | $ 39,000,000 | $ (743,000) | $ 48,490,000 | $ 40,241,000 | ||||
Offering expenses (less than for the years ended December 31, 2018 and 2017) | $ 1,000,000 | |||||||
Aggregate offering price | $ 50,000,000 | |||||||
Dividends paid | 8,106,000 | 8,110,000 | 3,038,000 | |||||
Cost of repurchased of stock | $ 2,011,000 | |||||||
Subsequent Event | ||||||||
Class of Stock [Line Items] | ||||||||
Quarterly cash dividend (in dollars per share) | $ 0.546875 | |||||||
Annualized dividend (in dollars per share) | 2.1875 | |||||||
Series A Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued (in shares) | 2,000,000 | 1,610,000 | ||||||
Preferred stock, dividend accrual rate | 8.75% | 8.75% | ||||||
Preferred stock, par value per share (in dollars per share) | $ 0.01 | |||||||
Preferred stock, liquidation preference (in dollars per share) | 25 | |||||||
Preferred stock, price to the public (in dollars per share) | $ 25.25 | 25 | ||||||
Preferred stock, price, net of underwriting discounts and commissions (in dollars per share) | $ 24.21 | |||||||
Offering expenses (less than for the years ended December 31, 2018 and 2017) | $ 500,000 | |||||||
Net proceeds from offering | $ 48,900,000 | |||||||
Preferred stock, price to the public, net of issuance costs (in dollars per share) | $ 24.45 | |||||||
Dividends paid | $ 8,100,000 | 7,000,000 | ||||||
Repurchased shares (in shares) | 29,938 | |||||||
Repurchased stock per share (in dollars per share) | $ 24.82 | |||||||
Cost of repurchased of stock | $ 700,000 | |||||||
Dividend accrual | $ 2,000,000 | $ 2,000,000 | ||||||
Series A Preferred Stock | Subsequent Event | ||||||||
Class of Stock [Line Items] | ||||||||
Quarterly cash dividend (in dollars per share) | $ 0.546875 | |||||||
Series A Preferred Stock | ATM Agreement | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued (in shares) | 2,917 | 94,339 | ||||||
Net proceeds from offering | $ 100,000 | $ 2,400,000 | ||||||
Offering expenses (less than for the years ended December 31, 2018 and 2017) | $ 100,000 | $ 100,000 |
Preferred Stock - Summary of Pr
Preferred Stock - Summary of Preferred Equity Balance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Beginning balance | $ 90,758 | $ 41,173 |
Issuance of Series A Preferred Stock, net of issuance cost | 48,490 | |
Repurchase of Series A Preferred Stock | (727) | |
Accumulated dividends on Series A Preferred Stock | (16) | 1,095 |
Ending balance | $ 90,015 | $ 90,758 |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Collateral paid | $ 1,700,000 | $ 0 |
Derivative Instruments - Volume
Derivative Instruments - Volumetric Underlying Derivative Transactions (Details) MWh in Thousands, MMBTU in Thousands | 12 Months Ended | |
Dec. 31, 2019MMBTUMWh | Dec. 31, 2018MMBTUMWh | |
Non-trading | Buy | Natural Gas | ||
Derivatives, Fair Value [Line Items] | ||
Net notional volume | 6,130 | 8,176 |
Non-trading | Buy | Natural Gas Basis | ||
Derivatives, Fair Value [Line Items] | ||
Net notional volume | 42 | 115 |
Non-trading | Buy | Electricity | ||
Derivatives, Fair Value [Line Items] | ||
Net notional volume | MWh | 6,015 | 6,781 |
Trading | Buy | Natural Gas | ||
Derivatives, Fair Value [Line Items] | ||
Net notional volume | 204 | 188 |
Trading | Sell | Natural Gas Basis | ||
Derivatives, Fair Value [Line Items] | ||
Net notional volume | 0 | 380 |
Derivative Instruments - Gains
Derivative Instruments - Gains (Losses) on Derivative Instruments (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
(Loss) gain on derivatives, net | $ (67,749,000) | $ (18,170,000) | $ 5,008,000 |
Total current period settlements on derivatives | 42,820,000 | (10,587,000) | 16,309,000 |
Non-trading | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
(Loss) gain on derivatives, net | (67,955,000) | (19,571,000) | 5,588,000 |
Total current period settlements on derivatives | 42,944,000 | (9,614,000) | 16,508,000 |
Non-trading | Various Acquisitions | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Total current period settlements on derivatives | 100,000 | (300,000) | 3,400,000 |
Trading | Various Acquisitions | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Total current period settlements on derivatives | (900,000) | 0 | 0 |
Non-cash Flow Hedging | Non-trading | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
(Loss) gain on derivatives, net | (67,955,000) | (19,571,000) | 5,588,000 |
Total current period settlements on derivatives | 42,944,000 | (9,614,000) | 16,508,000 |
Non-cash Flow Hedging | Trading | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
(Loss) gain on derivatives, net | 206,000 | 1,401,000 | (580,000) |
Total current period settlements on derivatives | $ (124,000) | $ (973,000) | $ (199,000) |
Derivative Instruments - Offset
Derivative Instruments - Offsetting Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Commodity Contract | ||
Offsetting Assets [Line Items] | ||
Gross Assets | $ 1,073 | $ 29,040 |
Gross Amounts Offset | (503) | (18,475) |
Net Assets | 570 | 10,565 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 570 | 10,565 |
Commodity Contract, Current | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 740 | 19,383 |
Gross Amounts Offset | (276) | (12,094) |
Net Assets | 464 | 7,289 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 464 | 7,289 |
Non-trading Commodity Contract, Current | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 570 | 18,649 |
Gross Amounts Offset | (275) | (12,000) |
Net Assets | 295 | 6,649 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 295 | 6,649 |
Trading Commodity Contract, Current | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 170 | 734 |
Gross Amounts Offset | (1) | (94) |
Net Assets | 169 | 640 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 169 | 640 |
Commodity Contract, Noncurrent | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 333 | 9,657 |
Gross Amounts Offset | (227) | (6,381) |
Net Assets | 106 | 3,276 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 106 | 3,276 |
Non-trading Commodity Contract, Noncurrent | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 333 | 9,657 |
Gross Amounts Offset | (227) | (6,381) |
Net Assets | 106 | 3,276 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 106 | 3,276 |
Trading Commodity Contract, Noncurrent | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 0 | 0 |
Gross Amounts Offset | 0 | 0 |
Net Assets | 0 | 0 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | $ 0 | $ 0 |
Derivative Instruments - Offs_2
Derivative Instruments - Offsetting Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Commodity Contract | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | $ (36,579) | $ (22,088) |
Gross Amounts Offset | 14,475 | 15,504 |
Net Liabilities | (22,104) | (6,584) |
Cash Collateral Offset | 1,666 | 0 |
Net Amount Presented | (20,438) | (6,584) |
Commodity Contract, Current | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (34,628) | (21,882) |
Gross Amounts Offset | 13,053 | 15,404 |
Net Liabilities | (21,575) | (6,478) |
Cash Collateral Offset | 1,632 | 0 |
Net Amount Presented | (19,943) | (6,478) |
Non-trading Commodity Contract, Current | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (34,434) | (21,391) |
Gross Amounts Offset | 12,859 | 15,385 |
Net Liabilities | (21,575) | (6,006) |
Cash Collateral Offset | 1,632 | 0 |
Net Amount Presented | (19,943) | (6,006) |
Trading Commodity Contract, Current | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (194) | (491) |
Gross Amounts Offset | 194 | 19 |
Net Liabilities | 0 | (472) |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 0 | (472) |
Commodity Contract, Noncurrent | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (1,951) | (206) |
Gross Amounts Offset | 1,422 | 100 |
Net Liabilities | (529) | (106) |
Cash Collateral Offset | 34 | 0 |
Net Amount Presented | (495) | (106) |
Non-trading Commodity Contract, Noncurrent | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (1,951) | (71) |
Gross Amounts Offset | 1,422 | 40 |
Net Liabilities | (529) | (31) |
Cash Collateral Offset | 34 | 0 |
Net Amount Presented | (495) | (31) |
Trading Commodity Contract, Noncurrent | ||
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 | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | ||
Total | $ 23,807 | $ 41,411 |
Accumulated depreciation | (20,540) | (37,045) |
Property and equipment—net | $ 3,267 | 4,366 |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives (years) | 2 years | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives (years) | 5 years | |
Information technology | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 22,005 | 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 | |
Building and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 0 | 4,836 |
Building and leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives (years) | 2 years | |
Building and leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives (years) | 5 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 1,802 | $ 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 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 2.3 | $ 3.9 | $ 2.6 |
Information technology | |||
Property, Plant and Equipment [Line Items] | |||
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 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Goodwill | $ 120,343 | $ 120,343 | $ 120,154 | $ 79,147 |
Finite-Lived Intangible Assets [Line Items] | ||||
Total | 37,082 | |||
Customer Relationships—Acquired & Non-Compete Agreements, net | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Cost | 64,083 | 99,402 | ||
Accumulated amortization | (40,231) | (63,208) | ||
Total | 23,852 | 36,194 | 46,690 | 31,911 |
Customer Relationships—Other, net | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Cost | 17,056 | 16,155 | ||
Accumulated amortization | (9,534) | (9,290) | ||
Total | 7,522 | 6,865 | 6,802 | 1,612 |
Trademarks, net | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Cost | 8,502 | 9,770 | ||
Accumulated amortization | (2,794) | (2,483) | ||
Total | $ 5,708 | $ 7,287 | $ 8,558 | $ 6,339 |
Intangible Assets - Changes in
Intangible Assets - Changes in Goodwill, Customer Relationships and Trademarks (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | |||
Balance at beginning of period | $ 120,343 | $ 120,154 | $ 79,147 |
Adjustments | 189 | 260 | |
Balance at end of period | 120,343 | 120,343 | 120,154 |
Finite-lived Intangible Assets [Roll Forward] | |||
Balance at end of period | 37,082 | ||
Customer Relationships— Acquired & Non-Compete Agreements | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Balance at beginning of period | 36,194 | 46,690 | 31,911 |
Acquisitions | 6,205 | ||
Adjustments | (174) | ||
Amortization expense | (12,342) | (16,527) | (15,021) |
Balance at end of period | 23,852 | 36,194 | 46,690 |
Customer Relationships— Other | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Balance at beginning of period | 6,865 | 6,802 | 1,612 |
Acquisitions | 6,913 | 3,818 | |
Amortization expense | (6,256) | (3,755) | (2,826) |
Balance at end of period | 7,522 | 6,865 | 6,802 |
Trademarks | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Balance at beginning of period | 7,287 | 8,558 | 6,339 |
Amortization expense | (1,579) | (1,271) | (781) |
Balance at end of period | 5,708 | 7,287 | 8,558 |
Perigee | |||
Goodwill [Roll Forward] | |||
Acquisition | 1,540 | ||
Perigee | Customer Relationships— Acquired & Non-Compete Agreements | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Acquisitions | 1,100 | ||
Verde | |||
Goodwill [Roll Forward] | |||
Balance at beginning of period | $ 39,396 | ||
Acquisition | 39,207 | ||
Balance at end of period | $ 39,396 | ||
Verde | Customer Relationships— Acquired & Non-Compete Agreements | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Acquisitions | 28,700 | ||
Verde | Trademarks | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Acquisitions | 3,000 | ||
GAP | Customer Relationships— Other | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Acquisitions | $ 8,016 |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) - Customer relationships - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 18.3 | $ 20.3 | $ 17.8 |
Major Energy Companies, Provider Companies, And Verde Companies | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | 12.3 | 16.5 | 15 |
Cost of revenues | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | 0.3 | ||
Cost of revenues | Major Energy Companies, Provider Companies, And Verde Companies | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 0.1 | $ (1.2) | $ 0.3 |
Intangible Assets - Estimated F
Intangible Assets - Estimated Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Year Ending December 31, | |
2020 | $ 14,561 |
2021 | 12,987 |
2022 | 6,038 |
2023 | 450 |
2024 | 249 |
More than 5 years | 2,797 |
Total | $ 37,082 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||
Total current portion of debt | $ 0 | $ 6,936 |
Total long-term debt | 123,000 | 139,500 |
Total debt | 123,000 | 146,436 |
Letters of credit issued | 37,400 | 49,400 |
Note Payable—Verde Notes | Verde | ||
Debt Instrument [Line Items] | ||
Total current portion of debt | 0 | 6,936 |
Senior Credit Facility | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 123,000 | $ 129,500 |
Weighted average interest rate on current portion of debt | 4.71% | 5.48% |
Subordinated Debt | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 0 | $ 10,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Capitalized financing costs | $ 1.3 | $ 1.4 |
Capitalized financing costs, current | 0.9 | 1 |
Capitalized financing costs, noncurrent | $ 0.4 | $ 0.4 |
Debt - Components of Interest E
Debt - Components of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Line of Credit Facility [Line Items] | |||
Accretion related to Earnouts | $ 0 | $ 0 | $ 4,108 |
Letters of credit fees and commitment fees | 1,656 | 1,604 | 1,125 |
Amortization of deferred financing costs | 1,275 | 1,291 | 1,035 |
Interest expense | 8,621 | 9,410 | 11,134 |
Senior Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Interest incurred on long-term debt | 5,263 | 5,300 | 3,275 |
Convertible Subordinated Notes | |||
Line of Credit Facility [Line Items] | |||
Convertible subordinated notes to affiliate | 0 | 0 | 1,052 |
Subordinated Debt | |||
Line of Credit Facility [Line Items] | |||
Interest incurred on long-term debt | 197 | 26 | 167 |
Promissory Note | |||
Line of Credit Facility [Line Items] | |||
Interest incurred on long-term debt | $ 230 | $ 1,189 | $ 372 |
Debt - Senior Credit Facility (
Debt - Senior Credit Facility (Details) | 12 Months Ended |
Dec. 31, 2019USD ($)shares | |
Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Remaining borrowing capacity | $ 217,500,000 |
Senior Secured Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Repurchased of Stock | $ 10,000,000 |
Maximum leverage ratio | 250.00% |
Senior secured leverage ratio | 185.00% |
Percentage of obligations, limit | 50.00% |
Debt default, material judgment (in excess of) | $ 5,000,000 |
Working Capital Line | Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Repayment percent | 25.00% |
Quarterly repayment percent | 6.25% |
Line of credit outstanding | $ 0 |
Nonutilization fee | 0.50% |
Eurodollar | Working Capital Line | Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 3.00% |
Base Rate | Working Capital Line | Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 2.00% |
Federal Funds Rate | Working Capital Line | Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 0.50% |
Federal Funds Rate | Acquisition Line | Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 0.50% |
Reference Eurodollar Rate | Working Capital Line | Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 1.00% |
Reference Eurodollar Rate | Acquisition Line | Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 1.00% |
Common Class A | Senior Secured Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Number of shares entitled to repurchase (in shares) | shares | 10,000,000 |
Series A Preferred Stock | Senior Secured Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Stock repurchase program, authorized amount | $ 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 |
Maximum | Eurodollar | Acquisition Line | Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 3.75% |
Maximum | Base Rate | Acquisition Line | Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 2.75% |
Minimum | Senior Secured Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Fixed charge coverage ratio | 125.00% |
Reduced fixed charge coverage ratio | 110.00% |
Debt - Convertible Subordinated
Debt - Convertible Subordinated Notes to Affiliate (Details) - Censtar Convertible Debt - USD ($) $ in Millions | 1 Months Ended | |
Jan. 31, 2017 | Dec. 31, 2016 | |
Class B Common Stock | ||
Debt Instrument [Line Items] | ||
Number of shares converted (in shares) | 1,035,642 | |
Convertible Subordinated Notes | ||
Debt Instrument [Line Items] | ||
Stated percentage interest rate | 5.00% | |
Convertible Subordinated Notes | CenStar | ||
Debt Instrument [Line Items] | ||
Convertible subordinated notes to affiliates | $ 7.1 |
Debt - Subordinated Debt Facili
Debt - Subordinated Debt Facility (Details) - USD ($) | 1 Months Ended | ||
Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | |||
Subordinated debt, noncurrent | $ 0 | $ 10,000,000 | |
Subordinated Debt | Retailco | |||
Debt Instrument [Line Items] | |||
Subordinated debt | $ 25,000,000 | ||
Subordinated debt, advances | $ 1,000,000 | ||
Subordinated debt, interest rate on advances | 5.00% | ||
Minimum availability under the borrowing base | $ 5,000,000 |
Debt - Verde Promissory Notes (
Debt - Verde Promissory Notes (Details) | 1 Months Ended | ||||
Jun. 30, 2019USD ($) | Jul. 31, 2017USD ($)payment | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jan. 31, 2018USD ($) | |
Debt Instrument [Line Items] | |||||
Debt outstanding | $ 123,000,000 | $ 146,436,000 | |||
Verde Promissory Note | Promissory Notes | |||||
Debt Instrument [Line Items] | |||||
Debt issued | $ 20,000,000 | ||||
Number of payments | payment | 18 | ||||
Stated percentage interest rate | 5.00% | 9.00% | |||
Debt outstanding | 1,000,000 | ||||
Verde Earnout Termination Note | |||||
Debt Instrument [Line Items] | |||||
Debt instruments payment | $ 1,000,000 | ||||
Verde Earnout Termination Note | Promissory Notes | |||||
Debt Instrument [Line Items] | |||||
Debt outstanding | $ 0 | $ 5,900,000 | $ 5,900,000 | ||
Debt instruments payment for indemnifiable matters | $ 4,900,000 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | $ 570 | $ 10,565 |
Total commodity derivative liabilities | (20,438) | (6,584) |
Contingent payment arrangement | 0 | (1,328) |
Non-trading Commodity Contract | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 401 | 9,925 |
Total commodity derivative liabilities | (20,438) | (6,037) |
Trading Commodity Contract | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 169 | 640 |
Total commodity derivative liabilities | 0 | (547) |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 0 | 148 |
Total commodity derivative liabilities | (1,666) | (427) |
Contingent payment arrangement | 0 | 0 |
Level 1 | Non-trading Commodity Contract | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 0 | 104 |
Total commodity derivative liabilities | (1,666) | (352) |
Level 1 | Trading Commodity Contract | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 0 | 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 | 570 | 10,417 |
Total commodity derivative liabilities | (18,772) | (6,157) |
Contingent payment arrangement | 0 | 0 |
Level 2 | Non-trading Commodity Contract | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 401 | 9,821 |
Total commodity derivative liabilities | (18,772) | (5,685) |
Level 2 | Trading Commodity Contract | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 169 | 596 |
Total commodity derivative liabilities | 0 | (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 | 0 | (1,328) |
Level 3 | Non-trading Commodity Contract | ||
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 Contract | ||
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 - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Credit risk valuation adjustment (less than) | $ 200,000 | $ 0 |
Major Energy Companies | Class B Common Stock | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Share amount maximum (in shares) | 400,000 | |
National Gas & Electric, LLC | Major Energy Companies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earnout period | 33 months | |
Earnout amount | $ 20,000,000 | |
Major Earnout and Stock Earnout | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent liability | $ 1,300,000 |
Fair Value Measurements - Liabi
Fair Value Measurements - Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Change in fair value of contingent consideration, net | $ 1,328 | $ 1,715 | $ 7,898 |
Major Earnout and Stock Earnout | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair Value, ending balance | 1,300 | ||
Recurring | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair Value, beginning balance | 1,328 | ||
Fair Value, ending balance | 0 | 1,328 | |
Recurring | Level 3 | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair Value, beginning balance | 1,328 | ||
Fair Value, ending balance | 0 | 1,328 | |
Recurring | Level 3 | Major Earnout and Stock Earnout | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair Value, beginning balance | 1,328 | 4,650 | |
Change in fair value of contingent consideration, net | (1,715) | ||
Payments and settlements | (1,607) | ||
Transfer | (1,328) | ||
Fair Value, ending balance | $ 0 | $ 1,328 | $ 4,650 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of maximum shares available for issuance (in shares) | 2,750,000 | ||
Stock-based compensation expense | $ 5.5 | $ 5.9 | $ 5.1 |
Income tax benefit related to stock-based compensation | $ 0.6 | $ 0.6 | $ 0.8 |
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Forfeiture rate of restricted stock units | 6.00% | ||
Number of shares vested (in shares) | 449,725 | 394,243 | 356,014 |
Number of shares of common stock distributed to the holder of restricted stock units (in shares) | 300,715 | 258,076 | 241,965 |
Number of shares of common stock withheld to cover taxes owed on vested units (in shares) | 172,777 | 136,167 | 114,049 |
Unrecognized compensation expense | $ 5.1 | ||
Weighted average period | 2 years 6 months | ||
Restricted Stock Units | General and Administrative Expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 5 | $ 5.3 | $ 2.8 |
Restricted Stock Units | Class A Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares of common stock distributed to the holder of restricted stock units (in shares) | 284,896 | ||
Number of shares of common stock withheld to cover taxes owed on vested units (in shares) | 164,829 | ||
CIC RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Voting power threshold | 50.00% | ||
Class A ownership threshold | 90.00% | ||
Threshold out of total outstanding voting securities after sale of stock (in shares) | 10,000,000 | ||
Threshold out of total outstanding voting securities after disposition (in shares) | 10,000,000 | ||
Restricted Stock Units, Liability Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares vested (in shares) | 23,767 | ||
Unrecognized compensation expense | $ 0.1 | ||
Weighted average period | 4 months 24 days | ||
Other current liabilities related to restricted stock | $ 0.2 | ||
Restricted Stock Units, Liability Awards | Other current liabilities | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Other current liabilities related to restricted stock | 0.2 | ||
Restricted Stock Units, Liability Awards | General and Administrative Expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 0.5 | $ 0.6 | $ 2.3 |
Restricted Stock Units, Liability Awards | Class A Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares of common stock distributed to the holder of restricted stock units (in shares) | 15,819 | ||
Number of shares of common stock withheld to cover taxes owed on vested units (in shares) | 7,948 | ||
Non-Employee Director | Restricted Stock Units, Liability Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 1 year | ||
Officer, Employee, and Employee of Affiliates | Restricted Stock Units | Service Years, Group One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 1 year | ||
Officer, Employee, and Employee of Affiliates | Restricted Stock Units | Service Years, Group Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 4 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Equity Classified Restricted Stock Unit Activity and Unvested Restricted Stock Units (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Restricted Stock Units | |||
Number of Shares (in thousands) | |||
Unvested at beginning of period (in shares) | 827,000 | ||
Granted (in shares) | 547,000 | ||
Dividend reinvestment issuances (in shares) | 53,000 | ||
Vested (in shares) | (449,725) | (394,243) | (356,014) |
Forfeited (in shares) | (148,000) | ||
Unvested at end of period (in shares) | 829,000 | 827,000 | |
Weighted Average Grant Date Fair Value | |||
Unvested at beginning of period (in dollars per share) | $ 10.09 | ||
Granted (in dollars per share) | 9.53 | ||
Dividend reinvestment issuances (in dollars per share) | 10.07 | ||
Vested (in dollars per share) | 9.60 | ||
Forfeited (in dollars per share) | 10.72 | ||
Unvested at end of period (in dollars per share) | $ 9.88 | $ 10.09 | |
Restricted Stock Units, Liability Awards | |||
Number of Shares (in thousands) | |||
Unvested at beginning of period (in shares) | 68,000 | ||
Granted (in shares) | 76,000 | ||
Dividend reinvestment issuances (in shares) | 4,000 | ||
Vested (in shares) | (23,767) | ||
Forfeited (in shares) | (96,000) | ||
Unvested at end of period (in shares) | 28,000 | 68,000 | |
Weighted Average Grant Date Fair Value | |||
Unvested at beginning of period (in dollars per share) | $ 7.43 | ||
Granted (in dollars per share) | 9.23 | ||
Dividend reinvestment issuances (in dollars per share) | 9.23 | ||
Vested (in dollars per share) | 10.25 | ||
Forfeited (in dollars per share) | 9.27 | ||
Unvested at end of period (in dollars per share) | $ 9.23 | $ 7.43 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||
Federal | $ 10,511 | $ 3,862 | $ 6,992 |
State | 3,675 | 1,099 | 1,952 |
Total Current | 14,186 | 4,961 | 8,944 |
Deferred: | |||
Federal | (4,668) | (2,792) | 27,820 |
State | (2,261) | (92) | 2,001 |
Total Deferred | (6,929) | (2,884) | 29,821 |
Provision for income taxes | $ 7,257 | $ 2,077 | $ 38,765 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | |||
Effective income tax rate | 34.00% | (17.00%) | 34.00% |
Tax receivable agreement payment, current | $ 0 | $ 1,658,000 | |
Income tax penalties and interest liability | 0 | 0 | |
Income tax penalties and interest expense | 0 | 0 | $ 0 |
Unrecognized tax benefits | 0 | 0 | |
Tax Receivable Agreement | Retailco and NuDevco Retail | |||
Operating Loss Carryforwards [Line Items] | |||
Tax receivable agreement payment, current | $ 0 | 1,700,000 | |
Tax receivable agreement payment, noncurrent | $ 25,900,000 |
Income Taxes - Income Tax Benef
Income Taxes - Income Tax Benefit Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Expected provision at federal statutory rate | $ 4,509 | $ (2,586) | $ 39,833 |
(Decrease) increase resulting from: | |||
Non-controlling interest | (1,329) | 1,738 | (19,810) |
Class A Preferred Stock dividends | 1,341 | 1,579 | 1,758 |
Impact of U.S. Tax Reform | 0 | 0 | 14,454 |
Intra-entity transfer of customer contracts | 0 | 473 | 0 |
State income taxes, net of federal income tax effect | 1,382 | 428 | 2,569 |
Prior year true-up | 1,060 | (31) | 0 |
Non-deductible expenses | 256 | 256 | 234 |
Other | 38 | 220 | (273) |
Provision for income taxes | $ 7,257 | $ 2,077 | $ 38,765 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Tax Assets: | ||
Investment in Spark HoldCo | $ 28,671 | $ 22,251 |
Benefit of TRA Liability | 0 | 7,016 |
State net operating loss carryforward | 140 | 0 |
Derivative Liabilities | 1,669 | 0 |
Other | 220 | 78 |
Total deferred tax assets | 30,700 | 29,345 |
Deferred Tax Liabilities: | ||
Derivative liabilities | 0 | (715) |
Intangibles | (808) | (849) |
Property and equipment | (27) | (460) |
Total deferred tax liabilities | (835) | (2,024) |
Total deferred tax assets/liabilities | $ 29,865 | $ 27,321 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Sep. 06, 2019 | Aug. 16, 2019 | Jun. 07, 2019 | Feb. 12, 2018 | Dec. 31, 2019 |
Litigation And Regulatory Matters | |||||
Loss Contingencies [Line Items] | |||||
Loss contingency accrual related to indirect tax audits | $ 29.2 | ||||
Indirect Tax Audits | |||||
Loss Contingencies [Line Items] | |||||
Loss contingency accrual related to indirect tax audits | $ 1.8 | ||||
Verde Energy USA Ohio, LLC | |||||
Loss Contingencies [Line Items] | |||||
Damages sought | $ 1.7 | ||||
Settled Litigation | Albrecht v. Oasis Power, LLC | |||||
Loss Contingencies [Line Items] | |||||
Damages sought | $ 7 | ||||
Pending Litigation | Major Energy Companies v. National Gas & Electric, LLC (NG&E) and Spark Energy, Inc. (Spark) | |||||
Loss Contingencies [Line Items] | |||||
Plaintiff’s payment of fees and costs (less than) | $ 0.1 | ||||
Judicial Ruling | Illinois v. Major Energy Electric Services, LLC | |||||
Loss Contingencies [Line Items] | |||||
Legal settlement payment to consumers | $ 2 | ||||
Voluntary contribution | $ 0.1 |
Transactions with Affiliates (D
Transactions with Affiliates (Details) kWh in Thousands | Jul. 15, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2018USD ($)usd_per_rcekWh | Feb. 28, 2018USD ($) | Aug. 31, 2016USD ($)shares | Dec. 31, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($)kWh | Dec. 31, 2017USD ($) |
Related Party Transaction [Line Items] | |||||||||
General and administrative | $ 133,534,000 | $ 111,431,000 | $ 101,127,000 | ||||||
Accounts receivable - affiliates | $ 2,558,000 | 2,032,000 | 2,558,000 | ||||||
Accounts payable—affiliates | 2,464,000 | 1,009,000 | 2,464,000 | ||||||
Asset optimization revenue | 62,800,000 | 113,700,000 | 178,300,000 | ||||||
Adjustments to additional paid-in-capital for the disgorgement of short-swing profits (less than for December 31, 2018) | 55,000 | 708,000 | |||||||
Proceeds from disgorgement of stockholders short-swing profits | 55,000 | 244,000 | 1,129,000 | ||||||
Subordinated debt—affiliate | 10,000,000 | $ 0 | 10,000,000 | ||||||
Tax receivable agreement, net cash savings, percentage | 15.00% | ||||||||
Tax receivable agreement payment | $ 11,239,000 | 6,219,000 | 0 | ||||||
Tax receivable agreement payment, current | 1,658,000 | 0 | 1,658,000 | ||||||
Perigee | |||||||||
Related Party Transaction [Line Items] | |||||||||
Total consideration | 4,100,000 | ||||||||
Subordinated Debt | Retailco | |||||||||
Related Party Transaction [Line Items] | |||||||||
Subordinated debt—affiliate | $ 25,000,000 | ||||||||
Subordinated debt, advances | $ 1,000,000 | ||||||||
Subordinated debt, interest rate on advances | 5.00% | ||||||||
Spark Hold Co | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payments of distributions to affiliates | $ 16,300,000 | ||||||||
Class B Common Stock | Major Energy Companies | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares issued (shares) | shares | 4,000,000 | ||||||||
Stock issued | $ 40,000,000 | ||||||||
Shares issued for acquisition (shares) | shares | 1,399,484 | ||||||||
Property and equipment purchase accrual | $ 14,000,000 | ||||||||
Additional Paid-In Capital | |||||||||
Related Party Transaction [Line Items] | |||||||||
Adjustments to additional paid-in-capital for the disgorgement of short-swing profits (less than for December 31, 2018) | 55,000 | 0 | 708,000 | ||||||
Retailco | 2018 | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from disgorgement of stockholders short-swing profits | $ 200,000 | 500,000 | |||||||
Retailco and NuDevco Retail | |||||||||
Related Party Transaction [Line Items] | |||||||||
Cash payment to acquire business | $ 11,200,000 | ||||||||
Tax Receivable Agreement | Retailco and NuDevco Retail | |||||||||
Related Party Transaction [Line Items] | |||||||||
Tax receivable agreement payment | 6,200,000 | ||||||||
Liability related to the TRA | 27,600,000 | 0 | 27,600,000 | ||||||
Tax receivable agreement payment, current | 1,700,000 | 0 | 1,700,000 | ||||||
Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Asset optimization revenue | 2,400,000 | 2,400,000 | 1,300,000 | ||||||
Cost of revenue - affiliates | 100,000 | 100,000 | 100,000 | ||||||
Affiliated Entity | Allocated Overhead Costs | |||||||||
Related Party Transaction [Line Items] | |||||||||
General and administrative | (700,000) | 10,300,000 | 25,400,000 | ||||||
Affiliated Entity | Allocated Overhead Costs | Retailco | |||||||||
Related Party Transaction [Line Items] | |||||||||
General and administrative | 0 | 5,900,000 | 22,000,000 | ||||||
Affiliated Entity | Property and Equipment Capitalized | Retailco | |||||||||
Related Party Transaction [Line Items] | |||||||||
Capitalized property and equipment | 0 | $ 500,000 | 700,000 | ||||||
Affiliated Entity | Asset Purchase Agreement | NG&E | |||||||||
Related Party Transaction [Line Items] | |||||||||
Residential customer equivalent (in kwh) | kWh | 500,000 | 350,000 | |||||||
Purchase price per RCE (in dollars per RCE) | usd_per_rce | 250 | ||||||||
Purchase price | $ 12,500,000 | ||||||||
Due to related parties | $ 8,800,000 | $ 8,800,000 | |||||||
Net distribution to NG&E recorded in equity | 100,000 | 7,100,000 | |||||||
NuDevco Retail and Retailco LLC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Net capital distributions | 15,100,000 | 15,500,000 | 15,600,000 | ||||||
NuDevco Retail and Retailco LLC | Payment of Income Taxes Incurred by the Company | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payments of distributions to affiliates | $ 19,700,000 | $ 16,500,000 | $ 18,200,000 | ||||||
Retailco and NuDevco Retail | |||||||||
Related Party Transaction [Line Items] | |||||||||
Tax receivable agreement, net cash savings, percentage | 85.00% |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019USD ($)supplier | Dec. 31, 2018USD ($)supplier | Dec. 31, 2017USD ($)supplier | |
Segment Reporting [Abstract] | |||
Asset optimization revenue | $ | $ 62.8 | $ 113.7 | $ 178.3 |
Asset optimization cost of revenues | $ | $ 60 | $ 109.2 | $ 179 |
Cost of Revenue | |||
Concentration Risk [Line Items] | |||
Number of significant suppliers | supplier | 1 | 2 | 2 |
Cost of Revenue | Supplier Concentration Risk | One Largest Suppliers | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10.00% | ||
Cost of Revenue | Supplier Concentration Risk | Two Largest Suppliers | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 28.00% | 20.00% | |
Net Asset Optimization Revenue | |||
Concentration Risk [Line Items] | |||
Number of significant suppliers | supplier | 1 | 2 | 2 |
Net Asset Optimization Revenue | Supplier Concentration Risk | One Largest Suppliers | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10.00% | ||
Net Asset Optimization Revenue | Supplier Concentration Risk | Two Largest Suppliers | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 28.00% | 20.00% |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Retail Gross Margin to Income Before Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of Retail Gross Margin to Income (loss) before taxes | |||
Income (loss) before income tax expense | $ 21,470 | $ (12,315) | $ 113,809 |
Change in Tax Receivable Agreement Liability | 0 | 0 | (22,267) |
Gain on disposal of eRex | (4,862) | 0 | 0 |
Total other income/(expense) | (1,250) | (749) | (256) |
Interest expense | 8,621 | 9,410 | 11,134 |
Operating income (loss) | 23,979 | (3,654) | 102,420 |
Depreciation and amortization | 40,987 | 52,658 | 42,341 |
General and administrative | 133,534 | 111,431 | 101,127 |
Less: | |||
Net asset optimization revenue (expenses) | 2,771 | 4,511 | (717) |
Net, (losses) gain on non-trading derivative instruments | (67,749) | (18,170) | 5,008 |
Net, Cash settlements on non-trading derivative instruments | 42,820 | (10,587) | 16,309 |
Retail Gross Margin | 220,740 | 185,109 | 224,509 |
Non-trading | |||
Less: | |||
Net, (losses) gain on non-trading derivative instruments | (67,955) | (19,571) | 5,588 |
Net, Cash settlements on non-trading derivative instruments | $ 42,944 | $ (9,614) | $ 16,508 |
Segment Reporting - Financial D
Segment Reporting - Financial Data for Business Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | ||||
Total Revenues | $ 813,725 | $ 1,005,928 | $ 798,055 | |
Retail cost of revenues | 615,225 | 845,493 | 552,167 | |
Less: | ||||
Net asset optimization revenue | 2,771 | 4,511 | (717) | |
Net, Losses on non-trading derivative instruments | (67,749) | (18,170) | 5,008 | |
Current period settlements on non-trading derivatives | 42,820 | (10,587) | 16,309 | |
Retail gross margin | 220,740 | 185,109 | 224,509 | |
Total Assets | 422,968 | 488,738 | 503,741 | |
Goodwill | 120,343 | 120,343 | 120,154 | $ 79,147 |
Non-trading | ||||
Less: | ||||
Net, Losses on non-trading derivative instruments | (67,955) | (19,571) | 5,588 | |
Current period settlements on non-trading derivatives | 42,944 | (9,614) | 16,508 | |
Operating Segments | Retail Electricity | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenues | 688,451 | 863,451 | 657,566 | |
Retail cost of revenues | 552,250 | 762,771 | 477,012 | |
Less: | ||||
Net asset optimization revenue | 0 | 0 | 0 | |
Retail gross margin | 160,540 | 124,668 | 158,468 | |
Total Assets | 2,524,884 | 1,857,790 | 1,218,243 | |
Goodwill | 117,813 | 117,813 | 117,624 | |
Operating Segments | Retail Electricity | Non-trading | ||||
Less: | ||||
Net, Losses on non-trading derivative instruments | (66,180) | (15,200) | 5,784 | |
Current period settlements on non-trading derivatives | 41,841 | (8,788) | 16,302 | |
Operating Segments | Retail Natural Gas | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenues | 122,503 | 137,966 | 141,206 | |
Retail cost of revenues | 62,975 | 82,722 | 75,155 | |
Less: | ||||
Net asset optimization revenue | 0 | 0 | 0 | |
Retail gross margin | 60,200 | 60,441 | 66,041 | |
Total Assets | 820,601 | 649,969 | 421,896 | |
Goodwill | 2,530 | 2,530 | 2,530 | |
Operating Segments | Retail Natural Gas | Non-trading | ||||
Less: | ||||
Net, Losses on non-trading derivative instruments | (1,775) | (4,371) | (196) | |
Current period settlements on non-trading derivatives | 1,103 | (826) | 206 | |
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenues | 2,771 | 4,511 | (717) | |
Retail cost of revenues | 0 | 0 | 0 | |
Less: | ||||
Net asset optimization revenue | 2,771 | 4,511 | (717) | |
Retail gross margin | 0 | 0 | 0 | |
Total Assets | 341,411 | 361,697 | 281,176 | |
Goodwill | 0 | 0 | 0 | |
Corporate and Other | Non-trading | ||||
Less: | ||||
Net, Losses on non-trading derivative instruments | 0 | 0 | 0 | |
Current period settlements on non-trading derivatives | 0 | 0 | 0 | |
Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenues | 0 | 0 | 0 | |
Retail cost of revenues | 0 | 0 | 0 | |
Less: | ||||
Net asset optimization revenue | 0 | 0 | 0 | |
Retail gross margin | 0 | 0 | 0 | |
Total Assets | (3,263,928) | (2,380,718) | (1,417,574) | |
Goodwill | 0 | 0 | 0 | |
Eliminations | Non-trading | ||||
Less: | ||||
Net, Losses on non-trading derivative instruments | 0 | 0 | 0 | |
Current period settlements on non-trading derivatives | $ 0 | $ 0 | $ 0 |
Equity Method Investment (Detai
Equity Method Investment (Details) - eREX Spark ¥ in Millions, $ in Millions | Oct. 31, 2019USD ($) | Oct. 31, 2019JPY (¥) | Dec. 31, 2019USD ($)director | Dec. 31, 2018USD ($) | Nov. 30, 2019USD ($) |
Schedule of Equity Method Investments [Line Items] | |||||
Payments to acquire equity method investment | $ 1.4 | ¥ 156.4 | |||
Ownership percentage | 20.00% | 20.00% | 20.00% | 20.00% | |
Dividends distributed percentage | 30.00% | ||||
Number of years dividend is paid thereafter | 4 years | ||||
Number of directors | director | 4 | ||||
Number of directors appointed by the company | director | 1 | ||||
Equity method investment | $ 3.1 | $ 8.4 | |||
Gian on disposal of investment | $ 4.9 | ||||
Board of director members' percentage | 25.00% | ||||
Share in equity method investment earnings | $ 0.8 | $ 0.5 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event | Jan. 21, 2020$ / shares |
Subsequent Event [Line Items] | |
Quarterly cash dividend (in dollars per share) | $ 0.546875 |
Class A Common Stock | |
Subsequent Event [Line Items] | |
Dividends declared (in dollars per share) | 0.18125 |
Series A Preferred Stock | |
Subsequent Event [Line Items] | |
Quarterly cash dividend (in dollars per share) | $ 0.546875 |