Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 01, 2022 | Jun. 30, 2021 | |
Class of Stock [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 001-36559 | ||
Entity Registrant Name | Via Renewables, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 46-5453215 | ||
Entity Address, Address Line One | 12140 Wickchester Ln | ||
Entity Address, Address Line Two | Suite 100 | ||
Entity Address, City or Town | Houston | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 77079 | ||
City Area Code | 713 | ||
Local Phone Number | 600-2600 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 135 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's definitive Proxy Statement in connection with the 2022 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001606268 | ||
Current Fiscal Year End Date | --12-31 | ||
Common Class A | |||
Class of Stock [Line Items] | |||
Title of 12(b) Security | Class A common stock, par value $0.01 per share | ||
Trading Symbol | VIA | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 15,659,683 | ||
Common Class B | |||
Class of Stock [Line Items] | |||
Entity Common Stock, Shares Outstanding | 20,000,000 | ||
Series A Preferred Stock | |||
Class of Stock [Line Items] | |||
Title of 12(b) Security | 8.75% Series A Fixed-to-Floating RateCumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share | ||
Trading Symbol | VIASP | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 3,567,543 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | Houston, Texas |
Auditor Firm ID | 42 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 68,899 | $ 71,684 |
Restricted cash | 6,421 | 0 |
Accounts receivable, net of allowance for doubtful accounts of $2,368 and $3,942 as of December 31, 2021 and 2020, respectively | 66,676 | 70,350 |
Accounts receivable—affiliates | 3,819 | 5,053 |
Inventory | 1,982 | 1,496 |
Fair value of derivative assets | 3,930 | 311 |
Customer acquisition costs, net | 946 | 5,764 |
Customer relationships, net | 8,523 | 12,077 |
Deposits | 6,664 | 5,655 |
Renewable energy credit asset | 14,691 | 20,666 |
Other current assets | 14,129 | 11,818 |
Total current assets | 196,680 | 204,874 |
Property and equipment, net | 4,261 | 3,354 |
Fair value of derivative assets | 340 | 0 |
Customer acquisition costs, net | 453 | 306 |
Customer relationships, net | 5,660 | 5,691 |
Deferred tax assets | 23,915 | 27,960 |
Goodwill | 120,343 | 120,343 |
Other assets | 3,624 | 4,139 |
Total Assets | 355,276 | 366,667 |
Current liabilities: | ||
Accounts payable | 43,285 | 27,322 |
Accounts payable—affiliates | 491 | 826 |
Accrued liabilities | 19,303 | 34,164 |
Renewable energy credit liability | 13,548 | 19,549 |
Fair value of derivative liabilities | 4,158 | 7,505 |
Other current liabilities | 1,707 | 1,295 |
Total current liabilities | 82,492 | 90,661 |
Long-term liabilities: | ||
Fair value of derivative liabilities | 36 | 227 |
Long-term portion of Senior Credit Facility | 135,000 | 100,000 |
Other long-term liabilities | 109 | 30 |
Total liabilities | 217,637 | 190,918 |
Commitments and contingencies (Note 14) | ||
Series A Preferred Stock, par value $0.01 per share, 20,000,000 shares authorized, 3,567,543 shares issued and 3,567,543 shares outstanding at December 31, 2021 and 3,707,256 shares issued and 3,567,543 outstanding at December 31, 2020 | 87,288 | 87,288 |
Stockholders' equity: | ||
Additional paid-in capital | 54,663 | 55,222 |
Accumulated other comprehensive (loss)/income | (40) | (40) |
Retained earnings | 776 | 11,721 |
Treasury stock, at cost, 144,594 at December 31, 2021 and December 31, 2020 | (2,406) | (2,406) |
Total stockholders' equity | 53,352 | 64,854 |
Non-controlling interest in Spark HoldCo, LLC | (3,001) | 23,607 |
Total equity | 50,351 | 88,461 |
Total Liabilities, Series A Preferred Stock and stockholders' equity | 355,276 | 366,667 |
Common Class A | ||
Stockholders' equity: | ||
Common stock | 158 | 148 |
Common Class B | ||
Stockholders' equity: | ||
Common stock | $ 201 | $ 209 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 2,368 | $ 3,942 |
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) | 3,567,543 | 3,707,256 |
Preferred stock, shares outstanding (in shares) | 3,567,543 | |
Treasury stock, shares (in shares) | 144,594 | 144,594 |
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) | 15,791,019 | 14,771,878 |
Common stock, shares outstanding (in shares) | 15,646,425 | 14,627,284 |
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) | 20,000,000 | 20,800,000 |
Common stock, shares outstanding (in shares) | 20,000,000 | 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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues: | |||
Retail revenues | $ 397,728 | $ 555,547 | $ 810,954 |
Net asset optimization (expense) revenue | (4,243) | (657) | 2,771 |
Total revenues | 393,485 | 554,890 | 813,725 |
Operating expenses: | |||
Retail cost of revenues | 323,219 | 344,592 | 615,225 |
General and administrative | 44,279 | 90,734 | 133,534 |
Depreciation and amortization | 21,578 | 30,767 | 40,987 |
Total operating expenses | 389,076 | 466,093 | 789,746 |
Operating income | 4,409 | 88,797 | 23,979 |
Other (expense)/income: | |||
Interest expense | (4,926) | (5,266) | (8,621) |
Interest and other income | 370 | 423 | 1,250 |
Gain on disposal of eRex | 0 | 0 | 4,862 |
Total other (expense)/income | (4,556) | (4,843) | (2,509) |
(Loss) income before income tax expense | (147) | 83,954 | 21,470 |
Income tax expense | 3,804 | 15,736 | 7,257 |
Net (loss) income | (3,951) | 68,218 | 14,213 |
Less: Net (loss) income attributable to non-controlling interest | (9,146) | 38,928 | 5,763 |
Net income attributable to Via Renewables, Inc. stockholders | 5,195 | 29,290 | 8,450 |
Less: Dividend on Series A preferred stock | 7,804 | 7,441 | 8,091 |
Net (loss) income attributable to stockholders of Class A common stock | (2,609) | 21,849 | 359 |
Other comprehensive (loss) income, net of tax: | |||
Currency translation loss | 0 | 0 | (102) |
Other comprehensive loss | 0 | 0 | (102) |
Comprehensive income (loss) | (3,951) | 68,218 | 14,111 |
Less: Comprehensive (loss) income attributable to non-controlling interest | (9,146) | 38,928 | 5,703 |
Comprehensive income attributable to Via Renewables, Inc. stockholders | $ 5,195 | $ 29,290 | $ 8,408 |
Net (loss) income attributable to Via Renewables, Inc. per share of Class A common stock | |||
Basic (in dollars per share) | $ (0.17) | $ 1.50 | $ 0.03 |
Diluted (in dollars per share) | $ (0.17) | $ 1.48 | $ 0.02 |
Weighted average shares of Class A common stock outstanding | |||
Basic (in shares) | 15,128 | 14,555 | 14,286 |
Diluted (in shares) | 15,128 | 14,715 | 14,568 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect Adjustment | Adjusted balance | Class A Common Stock | Total Stockholders' Equity | Total Stockholders' EquityCumulative Effect Adjustment | Total Stockholders' EquityAdjusted balance | Common StockClass A Common Stock | Common StockClass A Common StockAdjusted balance | Common StockClass B Common Stock | Common StockClass B Common StockAdjusted balance | Treasury Stock | Treasury StockAdjusted balance | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss)Adjusted balance | Additional Paid-In Capital | Additional Paid-In CapitalAdjusted balance | Retained Earnings (Deficit) | Retained Earnings (Deficit)Cumulative Effect Adjustment | Retained Earnings (Deficit)Adjusted balance | Non-controlling Interest | Non-controlling InterestAdjusted balance |
Balance at beginning of period (in shares) at Dec. 31, 2018 | 14,178 | 20,800 | 99 | |||||||||||||||||||
Balance at beginning of period at Dec. 31, 2018 | $ 90,294 | $ 45,806 | $ 142 | $ 209 | $ (2,011) | $ 2 | $ 46,157 | $ 1,307 | $ 44,488 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Stock based compensation | 5,271 | 5,271 | 5,271 | |||||||||||||||||||
Restricted stock unit vesting (in shares) | 301 | |||||||||||||||||||||
Restricted stock unit vesting | (1,104) | (1,104) | $ 3 | (1,107) | ||||||||||||||||||
Consolidated net income | 14,213 | 8,450 | 8,450 | 5,763 | ||||||||||||||||||
Foreign currency translation adjustment for equity method investee | (102) | (42) | (42) | (60) | ||||||||||||||||||
Gain on settlement of TRA, net of tax | 11,951 | 11,951 | 11,951 | |||||||||||||||||||
Distributions paid to non-controlling unit holders | (34,794) | (34,794) | ||||||||||||||||||||
Dividends paid to Class A common stockholders | (10,382) | (10,382) | (7,776) | (2,606) | ||||||||||||||||||
Changes in ownership interest | 0 | (680) | (680) | 680 | ||||||||||||||||||
Dividends to Preferred Stock/Shareholders | (8,106) | (8,106) | (2,029) | (6,077) | ||||||||||||||||||
Proceeds from disgorgement of stockholder short-swing profits | 55 | 55 | 55 | |||||||||||||||||||
Acquisition of Customers from Affiliate | (10) | (10) | ||||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2019 | 14,479 | 14,479 | 20,800 | 20,800 | 99 | 99 | ||||||||||||||||
Balance at end of period at Dec. 31, 2019 | 67,286 | $ (633) | $ 66,653 | 51,219 | $ (633) | $ 50,586 | $ 145 | $ 145 | $ 209 | $ 209 | $ (2,011) | $ (2,011) | (40) | $ (40) | 51,842 | $ 51,842 | 1,074 | $ (633) | $ 441 | 16,067 | $ 16,067 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Stock based compensation | 2,357 | 2,357 | 2,357 | |||||||||||||||||||
Restricted stock unit vesting (in shares) | 293 | |||||||||||||||||||||
Restricted stock unit vesting | (912) | (912) | $ 3 | (915) | ||||||||||||||||||
Consolidated net income | 68,218 | 29,290 | 29,290 | 38,928 | ||||||||||||||||||
Foreign currency translation adjustment for equity method investee | 0 | |||||||||||||||||||||
Distributions paid to non-controlling unit holders | (29,450) | (29,450) | ||||||||||||||||||||
Dividends paid to Class A common stockholders | (10,569) | (10,569) | (10,569) | |||||||||||||||||||
Changes in ownership interest | 0 | 1,938 | 1,938 | (1,938) | ||||||||||||||||||
Dividends to Preferred Stock/Shareholders | (7,441) | (7,441) | (7,441) | |||||||||||||||||||
Treasury Shares (in shares) | (45) | |||||||||||||||||||||
Treasury Shares | (395) | $ (400) | (395) | $ (395) | ||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2020 | 14,772 | 20,800 | 144 | |||||||||||||||||||
Balance at end of period at Dec. 31, 2020 | 88,461 | 64,854 | $ 148 | $ 209 | $ (2,406) | (40) | 55,222 | 11,721 | 23,607 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Stock based compensation | 3,151 | 3,151 | 3,151 | |||||||||||||||||||
Restricted stock unit vesting (in shares) | 219 | |||||||||||||||||||||
Restricted stock unit vesting | (1,083) | (1,083) | $ 2 | (1,085) | ||||||||||||||||||
Consolidated net income | (3,951) | 5,195 | 5,195 | (9,146) | ||||||||||||||||||
Foreign currency translation adjustment for equity method investee | 0 | |||||||||||||||||||||
Distributions paid to non-controlling unit holders | (17,436) | (17,436) | ||||||||||||||||||||
Dividends paid to Class A common stockholders | (10,987) | (10,987) | (2,651) | (8,336) | ||||||||||||||||||
Changes in ownership interest | 0 | (294) | (294) | 294 | ||||||||||||||||||
Dividends to Preferred Stock/Shareholders | (7,804) | (7,804) | (7,804) | |||||||||||||||||||
Exchange of shares of Class B common stock to shares of Class A common stock (in shares) | 800 | (800) | ||||||||||||||||||||
Exchange of shares of Class B common stock to shares of Class A common stock | 0 | 320 | $ 8 | $ (8) | 320 | (320) | ||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2021 | 15,791 | 20,000 | 144 | |||||||||||||||||||
Balance at end of period at Dec. 31, 2021 | $ 50,351 | $ 53,352 | $ 158 | $ 201 | $ (2,406) | $ (40) | $ 54,663 | $ 776 | $ (3,001) |
CONSOLIDATED STATEMENT OF CHA_2
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Parenthetical) | 12 Months Ended |
Dec. 31, 2019$ / shares | |
Statement of Stockholders' Equity [Abstract] | |
Accounting Standards Update [Extensible List] | Accounting Standards Update 2016-13 [Member] |
Class A Common Stock | |
Dividends paid to Class A common stockholders (in dollars per share) | $ 0.725 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net (loss) income | $ (3,951,000) | $ 68,218,000 | $ 14,213,000 |
Adjustments to reconcile net (loss) income to net cash flows provided by operating activities: | |||
Depreciation and amortization expense | 21,578,000 | 30,767,000 | 41,002,000 |
Deferred income taxes | 4,045,000 | 1,905,000 | (6,929,000) |
Stock based compensation | 3,448,000 | 2,503,000 | 5,487,000 |
Amortization of deferred financing costs | 997,000 | 1,210,000 | 1,275,000 |
Change in fair value of earnout liabilities | 0 | 0 | (1,328,000) |
Excess tax expense (benefit) related to restricted stock vesting | 0 | 0 | 50,000 |
Bad debt expense | 445,000 | 4,692,000 | 13,532,000 |
Loss on derivatives, net | (21,200,000) | 23,386,000 | 67,749,000 |
Current period cash settlements on derivatives, net | 15,692,000 | (37,414,000) | (41,919,000) |
Gain on disposal of eRex | 0 | 0 | (4,862,000) |
Other | 0 | 0 | (776,000) |
Changes in assets and liabilities: | |||
Decrease in accounts receivable | 3,229,000 | 37,960,000 | 23,699,000 |
Decrease (increase) in accounts receivable—affiliates | 1,234,000 | (3,020,000) | 526,000 |
(Increase) decrease in inventory | (486,000) | 1,458,000 | 924,000 |
Increase in customer acquisition costs | (1,415,000) | (1,513,000) | (18,685,000) |
Decrease (increase) in prepaid and other current assets | 654,000 | (2,120,000) | 9,250,000 |
Decrease in intangible assets—customer acquisition | 27,000 | 0 | 0 |
(Increase) decrease in other assets | (190,000) | 288,000 | 55,000 |
Decrease in accounts payable and accrued liabilities | (10,213,000) | (37,297,000) | (8,620,000) |
Decrease in accounts payable—affiliates | (335,000) | (184,000) | (1,455,000) |
(Decrease) increase in other current liabilities | (705,000) | 1,180,000 | (1,459,000) |
(Decrease) increase in other non-current liabilities | (152,000) | (188,000) | 6,000 |
Net cash provided by operating activities | 12,702,000 | 91,831,000 | 91,735,000 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (2,713,000) | (2,154,000) | (1,120,000) |
Acquisition of Customers | (3,797,000) | 0 | (5,913,000) |
Disposal of eRex investment | 0 | 0 | 8,431,000 |
Net cash (used in) provided by investing activities | (6,510,000) | (2,154,000) | 1,398,000 |
Cash flows from financing activities: | |||
Buyback of Series A Preferred Stock | 0 | (2,282,000) | (743,000) |
Payment to affiliates for acquisition of customer book | 0 | 0 | (10,000) |
Borrowings on notes payable | 774,000,000 | 612,000,000 | 356,000,000 |
Payments on notes payable | (739,000,000) | (635,000,000) | (362,500,000) |
Net paydown on subordinated debt facility | 0 | (10,000,000) | |
Payments on the Verde promissory note | 0 | 0 | (2,036,000) |
Payment for acquired customers | 0 | (972,000) | 0 |
Restricted stock vesting | (1,329,000) | (1,107,000) | (1,348,000) |
Proceeds from disgorgement of stockholders short-swing profits | 0 | 0 | 55,000 |
Payment of Tax Receivable Agreement Liability | 0 | 0 | (11,239,000) |
Payment of dividends to Class A common stockholders | (10,987,000) | (10,569,000) | (10,382,000) |
Payment of distributions to non-controlling unitholders | (17,436,000) | (29,450,000) | (34,794,000) |
Payment of Preferred Stock dividends | (7,804,000) | (7,886,000) | (8,106,000) |
Purchase of Treasury Stock | 0 | (395,000) | 0 |
Net cash used in financing activities | (2,556,000) | (75,661,000) | (85,103,000) |
Increase in Cash and cash equivalents and Restricted Cash | 3,636,000 | 14,016,000 | 8,030,000 |
Cash and cash equivalents and Restricted cash—beginning of period | 71,684,000 | 57,668,000 | 49,638,000 |
Cash and cash equivalents and Restricted cash—end of period | 75,320,000 | 71,684,000 | 57,668,000 |
Non-cash items: | |||
Property and equipment purchase accrual | (38,000) | 46,000 | 92,000 |
Holdback for Verde Note—Indemnified Matters | 0 | 0 | 4,900,000 |
Write-off of tax benefit related to tax receivable agreement liability—affiliates | 0 | 0 | 4,384,000 |
Gain on settlement of tax receivable agreement liability—affiliates | 0 | 0 | 16,336,000 |
Cash paid (received) during the period for: | |||
Interest | 3,754,000 | 3,859,000 | 6,634,000 |
Taxes | $ (1,788,000) | $ 23,890,000 | $ 7,516,000 |
Formation and Organization
Formation and Organization | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Formation and Organization | 1. Formation and Organization Company's Name Change In August 2021, Spark Energy, Inc. changed its name from Spark Energy, Inc. to Via Renewables, Inc. (the "Company"). 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 Electricity Maine, Electricity N.H., Major Energy, Provider Power Massachusetts, Spark Energy, and Verde Energy. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
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, Majority Shareholder, and Chief Executive Officer W. Keith Maxwell, III (our "Founder") is the Chief Executive Officer and 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 14 "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. Restricted Cash As part of the customer acquisitions in May 2021, we funded an escrow account, the balance of which is reflected as restricted cash in our consolidated balance sheet. As we acquire customers, we make payments to the sellers from the escrow account. As of December 31, 2021, the balance in the escrow account was $6.4 million, and these funds are expected to be released to the sellers as acquired customers transfer from the sellers to the Company in accordance with the asset purchase agreement, and any unallocated balance will be returned to the Company once the acquisition is complete. See Note 16 "Customer Acquisitions" for further discussion. 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, 2021 and 2020, the net customer acquisition costs were $1.4 million and $6.1 million, respectively, of which $0.9 million and $5.8 million were recorded in current assets, and $0.5 million and $0.3 million were recorded in non-current assets. Amortization of customer acquisition costs was $6.1 million, $13.9 million, and $18.5 million for the years ended December 31, 2021, 2020 and 2019, 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 $8.5 million and $12.1 million, net of amortization, as current assets as of December 31, 2021 and 2020, respectively, and $5.7 million and $5.7 million, net of amortization, as non-current assets as of December 31, 2021 and 2020, 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 The acquired customer relationships intangibles related to 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. 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 $12.7 million, $13.6 million, and $18.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. 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, 2021, 2020 and 2019. 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, 2021 and 2020, we had recorded $3.5 million and $4.6 million related to these trademarks in other assets. Amortization expense was $1.1 million, $1.1 million, and $1.6 million for the years ended December 31, 2021, 2020 and 2019, 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, 2021, 2020 and 2019. 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 For our operating leases, we recorded rent expense of $0.2 million, $0.4 million and $0.8 million for the years ended December 31, 2021, 2020 and 2019, respectively. We recorded sub-lease income of $0.2 million, $0.2 million and $0.4 million for the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021 and 2020, we had recorded a right-of-use asset of less than $0.1 million and $0.1 million, respectively, in other current assets and other assets. As of December 31, 2021 and 2020 we had recorded a lease liability of $0.1 million and $0.2 million, respectively, 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, 2021, 2020 and 2019 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, 2021 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, 2021 during the fourth quarter of 2021, 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. 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 $57.0 million, $24.8 million and $62.8 million for the years ended December 31, 2021, 2020 and 2019, respectively, and recorded asset optimization costs of revenues of $61.2 million, $25.5 million and $60.0 million for the years ended December 31, 2021, 2020 and 2019, respectively, which are presented on a net basis in asset optimization revenues in the Consolidated Statements of Operations. 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 $0.3 million and $0.3 million in other current assets on the consolidated balance sheets as of December 31, 2021 and 2020, respectively. The Company recorded an imbalance payable of zero and less than $0.1 million in other current liabilities on the consolidated balance sheets as of December 31, 2021 and 2020, 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 December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 ASU 2019-12 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. We adopted ASU 2019-12 effective January 1, 2021 and the adoption did not have a material impact on our consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"). The amendments in ASU 2020-04 provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform ("ASU 2021-01"), which clarifies the scope and application of certain optional expedients and exceptions regarding the original guidance. The amendments in these ASUs were effective upon issuance and can be applied prospectively through December 31, 2022. The Company's Senior Credit Facility is the only agreement that makes reference to a LIBOR rate and the agreement outlines the specific procedures that will be undertaken once an appropriate alternative benchmark is identified. We adopted ASU 2020-04 effective January 1, 2022 and the adoption did not have a material impact on our consolidated financial statements. |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 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 $ 100,819 $ 9,402 $ 110,221 $ 166,982 $ 14,846 $ 181,828 $ 284,909 $ 19,289 $ 304,198 Mid-Atlantic 107,307 28,070 135,377 166,157 32,769 198,926 242,556 42,469 285,025 Midwest 41,974 20,602 62,576 57,314 26,368 83,682 79,188 39,200 118,388 Southwest 72,494 17,060 89,554 70,940 20,171 91,111 81,798 21,545 103,343 $ 322,594 $ 75,134 $ 397,728 $ 461,393 $ 94,154 $ 555,547 $ 688,451 $ 122,503 $ 810,954 Customer type Commercial $ 49,159 $ 25,610 $ 74,769 $ 128,874 $ 31,205 $ 160,079 $ 249,730 $ 40,466 $ 290,196 Residential 280,065 49,483 329,548 341,382 66,305 407,687 449,900 83,455 533,355 Unbilled revenue (b) (6,630) 41 (6,589) (8,863) (3,356) (12,219) (11,179) (1,418) (12,597) $ 322,594 $ 75,134 $ 397,728 $ 461,393 $ 94,154 $ 555,547 $ 688,451 $ 122,503 $ 810,954 Customer credit risk POR $ 195,120 $ 40,541 $ 235,661 $ 308,010 $ 47,470 $ 355,480 $ 479,011 $ 64,416 $ 543,427 Non-POR 127,474 34,593 162,067 153,383 46,684 200,067 209,440 58,087 267,527 $ 322,594 $ 75,134 $ 397,728 $ 461,393 $ 94,154 $ 555,547 $ 688,451 $ 122,503 $ 810,954 (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, 2021, 2020 and 2019 our retail revenues included gross receipts taxes of $1.1 million, $1.3 million and $1.5 million respectively. During the year ended December 31, 2021 , 2020 and 2019, our retail cost of revenues included gross receipts taxes of $4.4 million, $5.9 million and $8.4 million, respectively. Accounts receivables and Allowance for Credit Losses As discussed in Note 2, “Basis of Presentation and Summary of Significant Accounting Policies”, we adopted the new accounting standards for measuring credit losses effective January 1, 2020. 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”). These POR programs result 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 its receivables are collectible. In markets that do not offer POR programs 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. For trade accounts receivables, the Company accrues an allowance for doubtful accounts by business segment by pooling customer accounts receivables based on similar risk characteristics, such as customer type, geography, aging analysis, payment terms, and related macroeconomic factors. Expected credit loss exposure is evaluated for each of our accounts receivables pools. Expected credits losses are established using a model that considers historical collections experience, current information, and reasonable and supportable forecasts. The Company writes off accounts receivable balances against the allowance for doubtful accounts when the accounts receivable is deemed to be uncollectible. We assess the adequacy of the allowance for doubtful accounts through review of an aging of customer accounts receivable and general economic conditions in the markets that we serve. Bad debt expense of $0.4 million, $4.7 million and $13.5 million was recorded in general and administrative expense in the consolidated statements of operations for the years ended December 31, 2021, 2020 and 2019, respectively. A rollforward of our allowance for credit losses for the year ended December 31, 2021 is presented in the table below (in thousands): Balance at December 31, 2020 $ (3,942) Bad debt provision (205) Write-offs 2,192 Recovery of previous write offs (413) Balance at December 31, 2021 $ (2,368) |
Equity
Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Equity | 4. 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, 2021 and December 31, 2020, respectively. The Company Affiliated Owners December 31, 2021 44.12 % 55.88 % December 31, 2020 41.53 % 58.47 % 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, 2021 2020 2019 Net (loss) income allocated to non-controlling interest $ (5,607) $ 44,277 $ 7,604 Income tax expense allocated to non-controlling interest 3,539 5,349 1,841 Net (loss) income attributable to non-controlling interest $ (9,146) $ 38,928 $ 5,763 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. Conversion of Class B Common Stock to Class A Common Stock In July 2021, holders of Class B common stock exchanged 800,000 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. 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, 2021, 2020, and 2019, we paid dividends on our Class A common stock of $11.0 million, $10.6 million, and $10.4 million. This dividend represented an annual rate of $0.725 per share on each share of Class A common stock. On January 20, 2022, the Company declared a dividend of $0.18125 per share to holders of record of our Class A common stock on March 1, 2022 and payable on March 15, 2022. 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, 2021, Spark HoldCo made corresponding distributions of $14.8 million to our non-controlling interest holders. Share Repurchase Program On August 18, 2020, our Board of Directors authorized a share repurchase program of up to $20.0 million of Class A common stock through August 18, 2021. We funded the program through available cash balances, our Senior Credit Facility and operating cash flows. The shares of Class A common stock could be repurchased from time to time in the open market at prevailing market prices or in privately negotiated transactions based on ongoing assessments of capital needs, the market price of the stock, and other factors, including general market conditions. The repurchase program did not obligate us to acquire any particular amount of Class A common stock, could be modified or suspended at any time, and could be terminated prior to completion. For the year ended December 31, 2020, we repurchased 45,148 shares of our Class A common stock at a weighted average price of $8.75 per share, for a total cost of $0.4 million. For the year ended December 31, 2021, we did not repurchase our Class A common stock. The share repurchase program was suspended in March 2021 pursuant to an agreement with lenders under our Senior Credit Facility. The share repurchase program expired on August 18, 2021 and our Senior Credit Facility was subsequently amended, terminating the provision for borrowings specific to Class A common stock repurchases. See Note 9 "Debt" for further discussion. Preferred Stock The Company has 20,000,000 shares of authorized preferred stock for which there are 3,567,543 shares issued and outstanding at December 31, 2021 and 3,707,256 shares issued and 3,567,543 shares outstanding at December 31, 2020, respectively. See Note 5 "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, 2021, 2020, and 2019, 342,403, 469,811, and 473,492, respectively of restricted stock units vested, with 219,141, 292,879, and 300,715, respectively of shares of common stock distributed to the holders of these units. Differences between shares vested and issued were a result of 123,262, 176,932, and 172,777 shares of common stock withheld by the Company to cover taxes owed on the vesting of such units. 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, 2021 , 2020, and 2019 (in thousands, except per share data): Year Ended December 31, 2021 2020 2019 Net income attributable to Via Renewables, Inc. stockholders $ 5,195 $ 29,290 $ 8,450 Less: Dividend on Series A preferred stock 7,804 7,441 8,091 Net (loss) income attributable to stockholders of Class A common stock $ (2,609) $ 21,849 $ 359 Basic weighted average Class A common shares outstanding 15,128 14,555 14,286 Basic (loss) earnings per share attributable to stockholders $ (0.17) $ 1.50 $ 0.03 Net (loss) income attributable to stockholders of Class A common stock $ (2,609) $ 21,849 $ 359 Diluted net (loss) income attributable to stockholders of Class A common stock $ (2,609) $ 21,849 $ 359 Basic weighted average Class A common shares outstanding 15,128 14,555 14,286 Effect of dilutive restricted stock units — 160 282 Diluted weighted average shares outstanding 15,128 14,715 14,568 Diluted (loss) earnings per share attributable to stockholders $ (0.17) $ 1.48 $ 0.02 The computation of diluted earnings per share for the year ended December 31, 2021 excludes 20.0 million shares of Class B common stock and 0.5 million restricted stock units because the effect of their conversion was antidilutive. The Company's outstanding shares of Series A Preferred Stock were not included in the calculation of diluted earnings per share because they contain only contingent redemption provisions that have not occurred. Variable Interest Entity Spark HoldCo is a variable interest entity due to its lack of rights to participate in significant financial and operating decisions and its inability to dissolve or otherwise remove its management. Spark HoldCo owns all of the outstanding membership interests in each of our operating subsidiaries. We are the sole managing member of Spark HoldCo, manage Spark HoldCo's operating subsidiaries through this managing membership interest, and are considered the primary beneficiary of Spark HoldCo. The assets of Spark HoldCo cannot be used to settle our obligations except through distributions to us, and the liabilities of Spark HoldCo cannot be settled by us except through contributions to Spark HoldCo. The following table includes the carrying amounts and classification of the assets and liabilities of Spark HoldCo that are included in our consolidated balance sheet as of December 31, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Assets Current assets: Cash and cash equivalents $ 68,703 $ 71,442 Accounts receivable 66,676 70,350 Other current assets 56,392 55,575 Total current assets 191,771 197,367 Non-current assets: Goodwill 120,343 120,343 Other assets 16,758 15,259 Total non-current assets 137,101 135,602 Total Assets $ 328,872 $ 332,969 Liabilities Current liabilities: Accounts Payable and Accrued Liabilities $ 62,538 $ 61,436 Other current liabilities 49,328 43,676 Total current liabilities 111,866 105,112 Long-term liabilities: Long-term portion of Senior Credit Facility 135,000 100,000 Other long-term liabilities 145 256 Total long-term liabilities 135,145 100,256 Total Liabilities $ 247,011 $ 205,368 |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Preferred Stock | 5. Preferred Stock Holders of the Series A Preferred Stock have no voting rights, except in specific circumstances of delisting or in the case the dividends are in arrears as specified in the Series A Preferred Stock Certificate of Designations. The Series A Preferred Stock accrue dividends at an annual percentage rate of 8.75%, and the liquidation preference provisions of the Series A Preferred Stock are considered contingent redemption provisions because there are rights granted to the holders of the Series A Preferred Stock that are not solely within our control upon a change in control of the Company. Accordingly, the Series A Preferred Stock is presented between liabilities and the equity sections in the accompanying consolidated balance sheet. We have the option to redeem our Series A Preferred Stock on or after April 15, 2022. After April 15, 2022, the dividend on the Series A Preferred Stock will accrue at an annual rate equal to the sum of (a) Three-Month LIBOR (if it then exists), or an alternative reference rate and (b) 6.578%, based on the $25.00 liquidation preference per share of Series A Preferred Stock. During the year ended December 31, 2021, we paid $7.8 million in dividends to holders of the Series A Preferred Stock. As of December 31, 2021, we had accrued $1.9 million related to dividends to holders of the Series A Preferred Stock. This dividend was paid on January 17, 2022. During the year ended December 31, 2020, the Company paid $7.9 million in dividends to holders of the Series A Preferred Stock and had accrued $1.9 million as of December 31, 2020. On January 20, 2022, 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, 2022 to holders of record on April 1, 2022 of the Series A Preferred Stock. A summary of our preferred equity balance for the years ended December 31, 2021 and 2020 is as follows: (in thousands) Balance at December 31, 2019 $ 90,015 Repurchase of Series A Preferred Stock (2,667) Accumulated dividends on Series A Preferred Stock (60) Balance at December 31, 2020 $ 87,288 Repurchase of Series A Preferred Stock — Accumulated dividends on Series A Preferred Stock — Balance at December 31, 2021 $ 87,288 |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 6. 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, 2021 and 2020, we offset $0.5 million and $0.1 million, respectively, in collateral to net against the related derivative liability's fair value. 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, 2021 December 31, 2020 Natural Gas MMBtu 3,862 2,880 Electricity MWh 1,785 1,845 Trading Commodity Notional December 31, 2021 December 31, 2020 Natural Gas MMBtu 1,536 102 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, 2021 2020 2019 Gain (loss) on non-trading derivatives, net $ 22,130 $ (23,439) $ (67,955) (Loss) gain on trading derivatives, net (930) 53 206 Gain (loss) on derivatives, net $ 21,200 $ (23,386) $ (67,749) Current period settlements on non-trading derivatives (1) (15,752) 37,921 42,944 Current period settlements on trading derivatives 60 (192) (124) Total current period settlements on derivatives (1) $ (15,692) $ 37,729 $ 42,820 (1) Excludes settlements of zero, $0.3 million, and $(0.9) million, respectively, for the years ended December 31, 2021 , 2020, and 2019 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, 2021 Description Gross Assets Gross Net Assets Cash Net Amount Non-trading commodity derivatives $ 7,121 $ (3,319) $ 3,802 $ — $ 3,802 Trading commodity derivatives 143 (15) 128 — 128 Total Current Derivative Assets 7,264 (3,334) 3,930 — 3,930 Non-trading commodity derivatives 411 (71) 340 — 340 Trading commodity derivatives — — — — — Total Non-current Derivative Assets 411 (71) 340 — 340 Total Derivative Assets $ 7,675 $ (3,405) $ 4,270 $ — $ 4,270 Description Gross Gross Net Cash Net Amount Non-trading commodity derivatives $ (18,195) $ 14,504 $ (3,691) $ 491 $ (3,200) Trading commodity derivatives (1,403) 445 (958) — (958) Total Current Derivative Liabilities (19,598) 14,949 (4,649) 491 (4,158) Non-trading commodity derivatives (236) 200 (36) — (36) Trading commodity derivatives — — — — — Total Non-current Derivative Liabilities (236) 200 (36) — (36) Total Derivative Liabilities $ (19,834) $ 15,149 $ (4,685) $ 491 $ (4,194) December 31, 2020 Description Gross Assets Gross Net Assets Cash Net Amount Non-trading commodity derivatives $ 308 $ (105) $ 203 $ — $ 203 Trading commodity derivatives 112 (4) 108 — 108 Total Current Derivative Assets 420 (109) 311 — 311 Non-trading commodity derivatives — — — — — Trading commodity derivatives — — — — — Total Non-current Derivative Assets — — — — — Total Derivative Assets $ 420 $ (109) $ 311 $ — $ 311 Description Gross Gross Net Cash Net Amount Non-trading commodity derivatives $ (11,139) $ 3,620 $ (7,519) $ 86 $ (7,433) Trading commodity derivatives (74) 2 (72) — (72) Total Current Derivative Liabilities (11,213) 3,622 (7,591) 86 (7,505) Non-trading commodity derivatives (838) 611 (227) — (227) Trading commodity derivatives — — — — — Total Non-current Derivative Liabilities (838) 611 (227) — (227) Total Derivative Liabilities $ (12,051) $ 4,233 $ (7,818) $ 86 $ (7,732) |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 7. Property and Equipment Property and equipment consist of the following (in thousands): Estimated December 31, 2021 December 31, 2020 Information technology 2 – 5 $ 6,534 $ 5,821 Furniture and fixtures 2 – 5 957 957 Total 7,491 6,778 Accumulated depreciation (3,230) (3,424) Property and equipment—net $ 4,261 $ 3,354 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, 2021 and 2020, information technology includes $0.2 million and $0.7 million, respectively, of costs associated with assets not yet placed into service. Depreciation expense recorded in the consolidated statements of operations was $1.8 million, $2.1 million and $2.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 8. Intangible Assets Goodwill, customer relationships and trademarks consist of the following amounts (in thousands): December 31, 2021 December 31, 2020 Goodwill $ 120,343 $ 120,343 Customer Relationships— Acquired Cost $ 46,552 $ 58,688 Accumulated amortization (41,120) (44,175) Customer Relationships—Acquired $ 5,432 $ 14,513 Customer Relationships—Other Cost $ 15,955 $ 8,988 Accumulated amortization (7,204) (5,733) Customer Relationships—Other, net $ 8,751 $ 3,255 Trademarks Cost $ 7,040 $ 7,570 Accumulated amortization (3,508) (2,972) Trademarks, net $ 3,532 $ 4,598 Changes in goodwill, customer relationships (including non-compete agreements) and trademarks consisted of the following (in thousands): Goodwill Customer Relationships— Acquired & Non-Compete Agreements Customer Relationships— Other Trademarks Balance at December 31, 2018 $ 120,343 $ 36,194 $ 6,865 $ 7,287 Additions — — 6,913 — Amortization — (12,342) (6,256) (1,579) Balance at December 31, 2019 $ 120,343 $ 23,852 $ 7,522 $ 5,708 Amortization — (9,339) (4,267) (1,110) Balance at December 31, 2020 $ 120,343 $ 14,513 $ 3,255 $ 4,598 Additions — — 9,100 — Adjustments — — (27) — Amortization — (9,081) (3,577) (1,066) Balance at December 31, 2021 $ 120,343 $ 5,432 $ 8,751 $ 3,532 Estimated future amortization expense for customer relationships and trademarks at December 31, 2021 is as follows (in thousands): Year Ending December 31, 2022 $ 9,227 2023 3,639 2024 2,830 2025 404 2026 404 > 5 years 1,211 Total $ 17,715 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 9. Debt Debt consists of the following amounts as of December 31, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Long-term debt: Senior Credit Facility (1) (2) $ 135,000 $ 100,000 Total long-term debt 135,000 100,000 Total debt $ 135,000 $ 100,000 (1) As of December 31, 2021 and 2020, the weighted average interest rate on the Senior Credit Facility was 3.24% and 3.75%, respectively. (2) As of December 31, 2021 and 2020, we had $27.7 million and $31.0 million in letters of credit issued, respectively. Capitalized financing costs associated with our Senior Credit Facility were $1.8 million and $1.6 million as of December 31, 2021 and 2020, respectively. Of these amounts, $1.0 million and $1.0 million are recorded in other current assets, and $0.8 million and $0.6 million are recorded in other non-current assets in the consolidated balance sheets as of December 31, 2021 and 2020, respectively. Interest expense consists of the following components for the periods indicated (in thousands): Years Ended December 31, 2021 2020 2019 Senior Credit Facility $ 2,206 $ 2,291 $ 5,263 Letters of credit fees and commitment fees 1,417 1,472 1,656 Amortization of deferred financing costs 997 1,210 1,275 Other 306 293 197 Verde promissory note — — 230 Interest expense $ 4,926 $ 5,266 $ 8,621 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 from time to time, “Senior Credit Facility”) that allows us to borrow on a revolving basis and has a maximum borrowing capacity of $227.5 million as of December 31, 2021. As further described below, on October 15, 2021, the Company entered into the Fifth Amendment to its Senior Credit Facility. Prior to the Fifth Amendment and subject to applicable sub-limits and terms of the Senior Credit Facility, borrowings were available for the issuance of letters of credit (“Letters of Credit”), working capital and general purpose revolving credit loans (“Working Capital Loans”), and share buyback loans (“Share Buyback Loans”). Prior to the Fifth Amendment, the Senior Credit Facility matured in July 2022. On October 15, 2021, the Company entered into the Fifth Amendment to its Senior Credit Facility, which, among other things extended the maturity date, added a provision for borrowings to fund acquisitions ("Acquisition Loans") subject to limits as defined in the agreement, and terminated the provision allowing for Share Buyback Loans. Pursuant to the Fifth Amendment, the Senior Credit Facility will mature on October 13, 2023 , and all amounts outstanding thereunder will be payable on the maturity date. 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, and to provide partial funding for acquisitions, as allowed under terms of the Senior Credit Facility. The Fifth Amendment provides for Acquisition Loans not to exceed 75% of the adjusted purchase price of the acquisition, as defined in the agreement. Pursuant to the Senior Credit Facility, 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 3.25% per annum (based on the prevailing utilization) or an alternate base rate plus an applicable margin of up to 2.25% 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%. Prior to the Fifth Amendment, borrowings under the Senior Credit Facility for Share Buyback Loans, were generally determined by reference to the Eurodollar rate plus an applicable margin of 4.50% per annum or the alternate base rate plus an applicable margin of 3.50% per annum. Pursuant to the Fifth Amendment, borrowings under the Senior Credit Facility for Acquisition Loans are generally determined by reference to the Eurodollar rate plus an applicable margin of 4.00% per annum or the alternate base rate plus an applicable margin of 3.00% per annum. 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, letter of credit fees, commitment fees, acquisition earn-out payments (excluding earnout payments funded with proceeds from newly issued preferred or common equity), distributions, scheduled amortization payments, and payments made on or after the closing of the Fourth Amendment to the Senior Credit Facility (other than such payments made from escrow accounts which were funded in connection with a permitted acquisition) related to the settlement of civil and regulatory matters if not included in the calculation of Adjusted EBITDA. Our Minimum Fixed Charge Coverage Ratio as of December 31, 2021 was 2.12 to 1.00. • Maximum Total Leverage Ratio . We must maintain a ratio of (x) the sum of total indebtedness (excluding eligible subordinated debt and letter of credit obligations), plus (y) gross amounts reserved for civil and regulatory liabilities identified in SEC filings, to Adjusted EBITDA of no more than 2.50 to 1.00. Our Maximum Total Leverage Ratio as of December 31, 2021 was 1.86 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) to (b) Adjusted EBITDA. Our Maximum Senior Secured Leverage Ratio as of December 31, 2021 was 1.67 to 1.00. 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, 2021, 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 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. Prior to the Fifth Amendment, which terminated Share Buyback Loans, we were 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: (a) no default existed or would result therefrom; (b) the Co-Borrowers were 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 did 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. Subordinated Debt Facility In October 2021, 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 June 2019, by and among the Company, Spark HoldCo and Retailco, solely to extend the maturity date from January 31, 2023 to January 31, 2025. 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, 2021 and 2020, there were no outstanding borrowings under the Subordinated Debt Facility. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 10. 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 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, 2021 Non-trading commodity derivative assets $ 104 $ 4,038 $ — $ 4,142 Trading commodity derivative assets — 128 — 128 Total commodity derivative assets $ 104 $ 4,166 $ — $ 4,270 Non-trading commodity derivative liabilities $ — $ (3,236) $ — $ (3,236) Trading commodity derivative liabilities — (958) — (958) Total commodity derivative liabilities $ — $ (4,194) $ — $ (4,194) Level 1 Level 2 Level 3 Total December 31, 2020 Non-trading commodity derivative assets $ 104 $ 99 $ — $ 203 Trading commodity derivative assets — 108 — 108 Total commodity derivative assets $ 104 $ 207 $ — $ 311 Non-trading commodity derivative liabilities $ (5) $ (7,655) $ — $ (7,660) Trading commodity derivative liabilities — (72) — (72) Total commodity derivative liabilities $ (5) $ (7,727) $ — $ (7,732) We had no transfers of assets or liabilities between any of the above levels during the years ended December 31, 2021, 2020 and 2019. 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 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 11. 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 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 10% 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, 2021 , 2020 and 2019 was $3.4 million, $2.5 million and $5.5 million. Total income tax benefit related to stock-based compensation recognized in net income (loss) was $0.4 million, $0.3 million and $0.6 million for the years ended December 31, 2021 , 2020 and 2019. 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 $3.1 million, $2.4 million and $5.0 million for the years ended December 31, 2021 , 2020 and 2019, 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, 2021: Number of Shares (in thousands) Weighted Average Grant Date Fair Value Unvested at December 31, 2020 305 $9.48 Granted 394 10.67 Dividend reinvestment issuances 27 10.79 Vested (319) 10.90 Forfeited (14) 10.56 Unvested at December 31, 2021 393 $10.35 For the year ended December 31, 2021, 319,351 restricted stock units vested, with 211,154 shares of Class A common stock distributed to the holders of these units and 108,197 shares of Class A common stock withheld by the Company to cover taxes owed on the vesting of such units. As of December 31, 2021, there was $2.9 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 3.0 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 $0.3 million, $0.1 million and $0.5 million for years ended December 31, 2021 , 2020 and 2019, respectively, in general and administrative expense with a corresponding increase to liabilities. As of December 31, 2021 and 2020, the Company’s liabilities related to these restricted stock units recorded in current liabilities was $0.2 million and $0.1 million, respectively. The following table summarizes liability classified restricted stock unit activity and unvested restricted stock units for the year ended December 31, 2021: Number of Shares (in thousands) Weighted Average Reporting Date Fair Value Unvested at December 31, 2020 37 $9.57 Granted 8 11.43 Dividend reinvestment issuances 1 11.43 Vested (23) 10.70 Forfeited — — Unvested at December 31, 2021 23 $11.43 For the year ended December 31, 2021, 23,052 restricted stock units vested, with 7,987 shares of Class A common stock distributed to the holders of these units and 15,065 shares of Class A common stock withheld by the Company to cover taxes owed on the vesting of such units. As of December 31, 2021, 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, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. 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. The provision for income taxes for the years ended December 31, 2021, 2020, and 2019 included the following components: (in thousands) 2021 2020 2019 Current: Federal $ 381 $ 10,722 $ 10,511 State (622) 3,109 3,675 Total Current (241) 13,831 14,186 Deferred: Federal 3,070 1,778 (4,668) State 975 127 (2,261) Total Deferred 4,045 1,905 (6,929) Provision for income taxes $ 3,804 $ 15,736 $ 7,257 The effective income tax rate was (2,588)%, 19%, and 34% for the years ended December 31, 2021, 2020, and 2019, respectively. The following table reconciles the income tax benefit that would result from application of the statutory federal tax rate, 21%, 21%, and 21% for the years ended December 31, 2021, 2020, and 2019 respectively, to the amount included in the consolidated statement of operations: (in thousands) 2021 2020 2019 Expected provision at federal statutory rate $ (31) $ 17,630 $ 4,509 Increase (decrease) resulting from: Non-controlling interest 3,475 (6,464) (1,329) Class A Preferred Stock dividends 1,264 1,304 1,341 State income taxes, net of federal income tax effect 1,487 4,145 1,382 Prior year tax adjustments (996) (993) 1,060 Non-deductible expenses (158) 195 256 Rate differential on loss carryback (1,157) — — Other (80) (81) 38 Provision for income taxes $ 3,804 $ 15,736 $ 7,257 Total income tax expense for the years ended December 31, 2021, 2020 and 2019 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. In addition, in 2021 the Company recognized an effective tax rate benefit from the carry-back of a net operating loss due to higher statutory rate in the carry-back years. The components of our deferred tax assets as of December 31, 2021 and 2020 are as follows: (in thousands) 2021 2020 Deferred Tax Assets: Investment in Spark HoldCo $ 20,942 $ 25,751 Derivative Liabilities — 416 Intangibles 2,822 1,393 Other 599 531 Total deferred tax assets 24,363 28,091 Deferred Tax Liabilities: Derivative Liabilities (245) — Other (203) (131) Total deferred tax liabilities (448) (131) Total deferred tax assets/liabilities $ 23,915 $ 27,960 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 2016 through 2020 remain open to examination by the major taxing jurisdictions to which the Company is subject to income tax. 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, 2021 and 2020 there was no liability, and for the years ended December 31, 2021, 2020 and 2019, there was no expense recorded for interest and penalties associated with uncertain tax positions or unrecognized tax positions. Additionally, the Company does not have unrecognized tax benefits as of December 31, 2021 and 2020. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies From time to time, we may be involved in legal, tax, regulatory and other proceedings in the ordinary course of business. Liabilities for loss contingencies arising from claims, assessments, litigation or other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal Proceedings Below is a summary of our currently pending material legal proceedings. We are subject to 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 Lawsuits Similar to other energy service companies (“ESCOs”) operating in the industry, from time-to-time, the Company is subject to class action lawsuits in various jurisdictions where the Company sells natural gas and electricity. Variable Rate Cases In the cases referred to as Variable Rate Cases, such actions involve consumers alleging they paid higher rates than they would have if they stayed with their default utility. The underlying claims of each case are similar; however, because numerous cases have been brought in several different jurisdictions, the varying applicable case law, the varying facts and stages of each case, the Company agreed to mediate to avoid duplicative defense costs in numerous jurisdictions. The Company continues to deny the allegations asserted by Plaintiffs and intends to vigorously defend these matters. In January 2022, the Company participated in mediation which covered three Spark brand matters: ( 1) Janet Rolland et al v. Spark Energy, LLC (D.N.J Apr. 2017); (2) Burger v. Spark Energy Gas, LLC (N.D. Ill. Dec. 2019); and (3) Local 901 v. Spark Energy, LLC (Sup. Ct. Allen County, Indiana Aug. 2019). The Company is working with an independent mediator to find a resolution to these cases, and the parties have suspended litigation pending a mutually agreed settlement. Given the ongoing mediation we cannot predict the outcome of these cases at this time. In December of 2020, the Company participated in mediation which covered several Verde brand matters: ( 1) Marshall v. Verde Energy USA, Inc. (D.N.J. Jan. 2018); (2) Mercado v. Verde Energy USA, Inc. (N.D. Ill. Mar. 2018); (3) Davis v. Verde Energy USA, Inc., et al. (D. Mass. Apr. 2019); (4) Panzer v. Verde Energy, USA Inc. and Oasis Power, LLC (E.D. Pa Aug. 2019); (5) LaQua v. Verde Energy USA New York, LLC (E.D.N Y. Jan. 2020); and (6) Abbate v. Verde Energy USA Ohio, LLC (S.D. Ohio Jun. 2020) . The parties agreed to a global settlement that would resolve all of these Verde cases on a nationwide basis. On December 17, 2021, the class action settlement agreement was granted final approval in the United States District Court for the Northern District of Illinois Eastern Division and the deadline for consumers to file a claim is March 31, 2022. On January 14, 2021, Glikin, et. all v. Major Energy Electric Services, LLC, a purported variable rate class action was filed in the United States District Court, Southern District of New York, attempting to represent a class of all Major Energy customers (including customers of companies Major Energy acts as a successor to) in the United States charged a variable rate for electricity or gas by Major Energy during the applicable statute of limitations period up to and including the date of judgment. The Company believes there is no merit to this case and plans to vigorously defend this matter; however, given the current early stage of this matter, we cannot predict the outcome of this case at this time. 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., was a lawsuit filed on October 17, 2017 in the United States District Court for the Southern District of New York related to the Company's purchase of Major Energy and structure of the earn-out in connection therewith ("Major Earn-Out Case") 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. On September 30, 2021, the Court held in favor of the Company on all claims and entered judgment in favor of the Company to close this case. On October 29, 2021, plaintiffs filed a notice of appeal to the Second Circuit Court of Appeals. The Company will continue to aggressively defend this matter. Several smaller, related cases to the Major Earn-Out Case involving the same facts are pending in the United States District Court for the Southern District of New York. These are regarding Major Energy executive compensation agreements. The Company believes there is no merit to these cases and is vigorously defending these matters; however, we cannot predict the outcome of these cases at this time. In addition to the matters disclosed above, the Company may from time to time be subject to legal proceedings that arise in the ordinary course of business. Although there can be no assurance in this regard, the Company does not expect any of those legal proceedings to have a material adverse effect on the Company’s results of operations, cash flows or financial condition. Regulatory Matters Many state regulators, such at the state Public Utility Commissions and Attorney Generals, have increased scrutiny on retail energy providers, across all industry providers. We are subject to regular regulatory inquiries, which include subpoenas, license renewal reviews, 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. In 2019, PURA initiated review of two of the Company's brands in Connecticut, Spark and Verde, focusing on marketing, billing and enrollment practices. The Company is cooperating with PURA's requests to review Spark and Verde practices in Connecticut. 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 and recently agreed to respond to additional questions via remote proceedings in October of 2020. In January 2022, New York State Attorney General filed a complaint against Major Energy regarding the historical acts of Major Energy (a pre-acquisition matter). Via Renewables, Inc. was also named in the action due to current ownership. We are responding to the complaint (due end of March 2022) and seeking indemnification from the Major Energy former owners. Pennsylvania . Verde Energy USA, Inc. (“Verde”) was 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 asserted that Verde may have violated Pennsylvania retail energy supplier regulations. The Company met with the PPUC in February 2020 to discuss the matter and to work with the PPUC cooperatively. Verde reached a settlement, which included payment of a civil penalty of $1.0 million and a $0.1 million contribution to the PPL hardship fund. On June 30, 2020, Verde and PPUC Bureau of Investigation and Enforcement filed a Joint Petition for Approval of Settlement and Statements in Support of that Joint Petition with the Commission. The Office of Consumer Advocacy in Pennsylvania has filed several objections to this settlement; however, the settlement has survived all objections to date, and should be finalized by mid-2022. 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 historical door-to-door (“D2D”) sales practices. The Maine PUC hearing examiner released its report in April 2020 alleging failures of compliance related to enrollment and marketing practices by Electricity Maine. The Company worked cooperatively with the Maine Office of Public Advocate and the staff of the Maine PUC on a revised settlement which was approved by the Maine PUC in February 2021. In addition to the matters disclosed above, in the ordinary course of business, the Company may from time to time be subject to regulators initiating informal reviews or issuing subpoenas for information as means to evaluate the Company and its subsidiaries’ compliance with applicable laws, rule, regulations and practices. Although there can be no assurance in this regard, the Company does not expect any of those regulatory reviews to have a material adverse effect on the Company’s results of operations, cash flows or financial condition. Indirect Tax Audits We are undergoing various types of indirect tax audits spanning from years 2014 to 2021 for which additional liabilities may 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, 2021 and December 31, 2020 we had accrued $14.7 million and $26.6 million, respectively, related to litigation and regulatory matters and $0.7 million and $1.2 million, respectively, 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, 2021 | |
Related Party Transactions [Abstract] | |
Transactions with Affiliates | 14. Transactions with Affiliates Transactions with Affiliates We enter into transactions with and pay certain costs on behalf of affiliates that are commonly controlled in order to reduce risk, reduce administrative expense, create economies of scale, create strategic alliances and supply goods and services to these related parties. We also sell and purchase natural gas and electricity with affiliates. We present receivables and payables with the same affiliate on a net basis in the 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. The following tables presents asset and liability balances with affiliates (in thousands): December 31, 2021 December 31, 2020 Assets Accounts Receivable - affiliates $ 3,819 $ 5,053 Total Assets - affiliates $ 3,819 $ 5,053 December 31, 2021 December 31, 2020 Liabilities Accounts Payable - affiliates $ 491 $ 826 Total Liabilities - affiliates $ 491 $ 826 The following table presents revenues and cost of revenues recorded in net asset optimization revenue associated with affiliates for the periods indicated (in thousands): December 31, 2021 December 31, 2020 December 31, 2019 Revenue NAO - affiliates $ 1,566 $ 1,025 $ 2,423 Cost of Revenue NAO - affiliates 5 241 104 Net NAO - affiliates $ 1,561 $ 784 $ 2,319 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 $(0.5) million, $(1.5) million and $(0.7) million for the years ended December 31, 2021, 2020 and 2019, respectively. Of the amounts directly billed and allocated from affiliates, we recorded general and administrative expense of $0.1 million, $0.2 million, and zero for the year ended December 31, 2021, 2020 and 2019 related to telemarketing activities performed by an affiliate. Distributions to and Contributions from Affiliates During the years ended December 31, 2021, 2020 and 2019, we made distributions to affiliates of our Founder of $14.8 million, $15.1 million and $15.1 million, respectively, for payments of quarterly distributions on their respective Spark HoldCo units. During the years ended December 31, 2021 , 2020 and 2019, we also made distributions to these affiliates for gross-up distributions of $2.6 million, $14.4 million, and $19.7 million, respectively, in connection with distributions made between Spark HoldCo and Via Renewables, Inc. for payment of income taxes incurred by us. Proceeds from Disgorgement of Stockholder Short-swing Profits During the years ended December 31, 2021, 2020 and 2019, we recorded zero, zero, and $0.1 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, 2021, 2020 and 2019. 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, 2021 and 2020, there were no outstanding borrowings under the Subordinated Debt Facility. See Note 9 "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 tax receivable agreement ("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. 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. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | 15. Segment Reporting Our determination of reportable business segments considers the strategic operating units under which we make financial decisions, allocate resources and assess performance of our business. Our reportable business segments are retail electricity and retail natural gas. The retail electricity segment consists of electricity sales and transmission to residential and commercial customers. The retail natural gas segment consists of natural gas sales to, and natural gas transportation and distribution for, residential and commercial customers. Corporate and other consists of expenses and assets of the retail electricity and natural gas segments that are managed at a consolidated level such as general and administrative expenses. Asset optimization activities are also included in Corporate and other. For the years ended December 31, 2021, 2020 and 2019, we recorded asset optimization revenues of $57.0 million, $24.8 million and $62.8 million and asset optimization cost of revenues of $61.2 million, $25.5 million and $60.0 million, respectively, which are presented on a net basis in asset optimization revenues. 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) 2021 2020 2019 Reconciliation of Retail Gross Margin to Income (loss) before taxes (Loss) income before income tax expense $ (147) $ 83,954 $ 21,470 Gain on disposal of eRex — — (4,862) Interest and other income (370) (423) (1,250) Interest expense 4,926 5,266 8,621 Operating income 4,409 88,797 23,979 Depreciation and amortization 21,578 30,767 40,987 General and administrative 44,279 90,734 133,534 Less: Net asset optimization (expense) revenue (4,243) (657) 2,771 Net, gain (loss) on non-trading derivative instruments 22,130 (23,439) (67,955) Net, cash settlements on non-trading derivative instruments (15,752) 37,921 42,944 Non-recurring event - Winter Storm Uri (64,403) — — Retail Gross Margin $ 132,534 $ 196,473 $ 220,740 Financial data for business segments are as follows (in thousands): Year Ended December 31, 2021 Retail Retail Corporate Eliminations Consolidated Total Revenues $ 322,594 $ 75,134 $ (4,243) $ — $ 393,485 Retail cost of revenues 284,794 38,425 — — 323,219 Less: Net asset optimization revenue — — (4,243) — (4,243) Net, gain on non-trading derivative instruments 19,070 3,060 — — 22,130 Current period settlements on non-trading derivatives (12,876) (2,876) — — (15,752) Non-recurring event - Winter Storm Uri (64,403) — — — (64,403) Retail gross margin $ 96,009 $ 36,525 $ — $ — $ 132,534 Total Assets $ 1,527,456 $ 7,320 $ 311,556 $ (1,491,056) $ 355,276 Goodwill $ 117,813 $ 2,530 $ — $ — $ 120,343 Year Ended December 31, 2020 Retail Retail Corporate Eliminations Consolidated Total Revenues $ 461,393 $ 94,154 $ (657) $ — $ 554,890 Retail cost of revenues 306,012 38,580 — — 344,592 Less: Net asset optimization expense — — (657) — (657) Net, losses on non-trading derivative instruments (23,242) (197) — — (23,439) Current period settlements on non-trading derivatives 35,390 2,531 — — 37,921 Retail gross margin $ 143,233 $ 53,240 $ — $ — $ 196,473 Total Assets $ 2,906,139 $ 941,569 $ 318,865 $ (3,799,906) $ 366,667 Goodwill $ 117,813 $ 2,530 $ — $ — $ 120,343 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 expense — — 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 Significant Customers For each of the years ended December 31, 2021, 2020 and 2019, we did not have any significant customers that individually accounted for more than 10% of our consolidated retail revenue. Significant Suppliers |
Customer Acquisitions
Customer Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Customer Acquisitions | 16. Customer Acquisitions In May 2021, we entered into a series of asset purchase agreements and agreed to acquire up to approximately 56,900 RCEs for a cash purchase price of up to a maximum of $11.5 million. These customers began transferring in August 2021, and are located in our existing markets. During the year ended December 31, 2021, a total of $3.8 million was paid for approximately 45,000 RCEs ($9.1 million for acquired customer contracts, net of $5.3 million related holdbacks under the terms of the purchase agreement). In addition, approximately $1.2 million was released back to us for a reduction in RCEs to be acquired. As part of the acquisitions, we funded an escrow account, the balance of which is reflected as restricted cash in our consolidated balance sheet. As we acquire customers, we make payments to the sellers from the escrow account. As of December 31, 2021, the balance in the escrow account was $6.4 million, and these funds are expected to be released to the sellers as acquired customers transfer from the sellers to the Company in accordance with the asset purchase agreement, and any unallocated balance will be returned to the Company once the acquisition is complete. |
Equity Method Investment
Equity Method Investment | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investment | 17. Equity Method Investment Investment in eREX Spark Marketing Co., Ltd |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events Declaration of Dividends On January 20, 2022, we declared a quarterly dividend of $0.18125 per share to holders of record of our Class A common stock on March 1, 2022, which will be paid on March 15, 2022. 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 January 20, 2022. The dividend will be paid on April 15, 2022 to holders of record on April 1, 2022. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
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 EventsSubsequent 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 AssumptionsThe 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, Majority Shareholder, and Chief Executive Officer W. Keith Maxwell, III (our "Founder") is the Chief Executive Officer and 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. |
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. |
Restricted Cash | Restricted Cash As part of the customer acquisitions in May 2021, we funded an escrow account, the balance of which is reflected as restricted cash in our consolidated balance sheet. As we acquire customers, we make payments to the sellers from the escrow account. As of December 31, 2021, the balance in the escrow account was $6.4 million, and these funds are expected to be released to the sellers as acquired customers transfer from the sellers to the Company in accordance with the asset purchase agreement, and any unallocated balance will be returned to the Company once the acquisition is complete. See Note 16 "Customer Acquisitions" for further discussion. |
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, 2021 and 2020, the net customer acquisition costs were $1.4 million and $6.1 million, respectively, of which $0.9 million and $5.8 million were recorded in current assets, and $0.5 million and $0.3 million were recorded in non-current assets. Amortization of customer acquisition costs was $6.1 million, $13.9 million, and $18.5 million for the years ended December 31, 2021, 2020 and 2019, 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 | 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 $8.5 million and $12.1 million, net of amortization, as current assets as of December 31, 2021 and 2020, respectively, and $5.7 million and $5.7 million, net of amortization, as non-current assets as of December 31, 2021 and 2020, 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 The acquired customer relationships intangibles related to 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. 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 $12.7 million, $13.6 million, and $18.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. 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 |
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 |
Deferred Financing Costs | Deferred Financing CostsCosts 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, 2021 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 |
Treasury Stock | Treasury StockTreasury 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 InvestmentsWe 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. |
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. |
Natural Gas Imbalances | Natural Gas ImbalancesThe 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 ShareBasic 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 December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 ASU 2019-12 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. We adopted ASU 2019-12 effective January 1, 2021 and the adoption did not have a material impact on our consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"). The amendments in ASU 2020-04 provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform ("ASU 2021-01"), which clarifies the scope and application of certain optional expedients and exceptions regarding the original guidance. The amendments in these ASUs were effective upon issuance and can be applied prospectively through December 31, 2022. The Company's Senior Credit Facility is the only agreement that makes reference to a LIBOR rate and the agreement outlines the specific procedures that will be undertaken once an appropriate alternative benchmark is identified. We adopted ASU 2020-04 effective January 1, 2022 and the adoption did not have a material impact on our consolidated financial statements. |
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 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, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of 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, 2021 Year Ended December 31, 2020 Year Ended December 31, 2019 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 $ 100,819 $ 9,402 $ 110,221 $ 166,982 $ 14,846 $ 181,828 $ 284,909 $ 19,289 $ 304,198 Mid-Atlantic 107,307 28,070 135,377 166,157 32,769 198,926 242,556 42,469 285,025 Midwest 41,974 20,602 62,576 57,314 26,368 83,682 79,188 39,200 118,388 Southwest 72,494 17,060 89,554 70,940 20,171 91,111 81,798 21,545 103,343 $ 322,594 $ 75,134 $ 397,728 $ 461,393 $ 94,154 $ 555,547 $ 688,451 $ 122,503 $ 810,954 Customer type Commercial $ 49,159 $ 25,610 $ 74,769 $ 128,874 $ 31,205 $ 160,079 $ 249,730 $ 40,466 $ 290,196 Residential 280,065 49,483 329,548 341,382 66,305 407,687 449,900 83,455 533,355 Unbilled revenue (b) (6,630) 41 (6,589) (8,863) (3,356) (12,219) (11,179) (1,418) (12,597) $ 322,594 $ 75,134 $ 397,728 $ 461,393 $ 94,154 $ 555,547 $ 688,451 $ 122,503 $ 810,954 Customer credit risk POR $ 195,120 $ 40,541 $ 235,661 $ 308,010 $ 47,470 $ 355,480 $ 479,011 $ 64,416 $ 543,427 Non-POR 127,474 34,593 162,067 153,383 46,684 200,067 209,440 58,087 267,527 $ 322,594 $ 75,134 $ 397,728 $ 461,393 $ 94,154 $ 555,547 $ 688,451 $ 122,503 $ 810,954 (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. |
Schedule of Accounts Receivable, Allowance for Credit Loss | A rollforward of our allowance for credit losses for the year ended December 31, 2021 is presented in the table below (in thousands): Balance at December 31, 2020 $ (3,942) Bad debt provision (205) Write-offs 2,192 Recovery of previous write offs (413) Balance at December 31, 2021 $ (2,368) |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Economic Interests | The Company and affiliates owned the following economic interests in Spark HoldCo at December 31, 2021 and December 31, 2020, respectively. The Company Affiliated Owners December 31, 2021 44.12 % 55.88 % December 31, 2020 41.53 % 58.47 % |
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, 2021 2020 2019 Net (loss) income allocated to non-controlling interest $ (5,607) $ 44,277 $ 7,604 Income tax expense allocated to non-controlling interest 3,539 5,349 1,841 Net (loss) income attributable to non-controlling interest $ (9,146) $ 38,928 $ 5,763 |
Schedule of 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, 2021 , 2020, and 2019 (in thousands, except per share data): Year Ended December 31, 2021 2020 2019 Net income attributable to Via Renewables, Inc. stockholders $ 5,195 $ 29,290 $ 8,450 Less: Dividend on Series A preferred stock 7,804 7,441 8,091 Net (loss) income attributable to stockholders of Class A common stock $ (2,609) $ 21,849 $ 359 Basic weighted average Class A common shares outstanding 15,128 14,555 14,286 Basic (loss) earnings per share attributable to stockholders $ (0.17) $ 1.50 $ 0.03 Net (loss) income attributable to stockholders of Class A common stock $ (2,609) $ 21,849 $ 359 Diluted net (loss) income attributable to stockholders of Class A common stock $ (2,609) $ 21,849 $ 359 Basic weighted average Class A common shares outstanding 15,128 14,555 14,286 Effect of dilutive restricted stock units — 160 282 Diluted weighted average shares outstanding 15,128 14,715 14,568 Diluted (loss) earnings per share attributable to stockholders $ (0.17) $ 1.48 $ 0.02 |
Schedule of 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, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Assets Current assets: Cash and cash equivalents $ 68,703 $ 71,442 Accounts receivable 66,676 70,350 Other current assets 56,392 55,575 Total current assets 191,771 197,367 Non-current assets: Goodwill 120,343 120,343 Other assets 16,758 15,259 Total non-current assets 137,101 135,602 Total Assets $ 328,872 $ 332,969 Liabilities Current liabilities: Accounts Payable and Accrued Liabilities $ 62,538 $ 61,436 Other current liabilities 49,328 43,676 Total current liabilities 111,866 105,112 Long-term liabilities: Long-term portion of Senior Credit Facility 135,000 100,000 Other long-term liabilities 145 256 Total long-term liabilities 135,145 100,256 Total Liabilities $ 247,011 $ 205,368 |
Preferred Stock (Tables)
Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Summary of Preferred Equity Balance | A summary of our preferred equity balance for the years ended December 31, 2021 and 2020 is as follows: (in thousands) Balance at December 31, 2019 $ 90,015 Repurchase of Series A Preferred Stock (2,667) Accumulated dividends on Series A Preferred Stock (60) Balance at December 31, 2020 $ 87,288 Repurchase of Series A Preferred Stock — Accumulated dividends on Series A Preferred Stock — Balance at December 31, 2021 $ 87,288 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of 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, 2021 December 31, 2020 Natural Gas MMBtu 3,862 2,880 Electricity MWh 1,785 1,845 Trading Commodity Notional December 31, 2021 December 31, 2020 Natural Gas MMBtu 1,536 102 |
Schedule of 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, 2021 2020 2019 Gain (loss) on non-trading derivatives, net $ 22,130 $ (23,439) $ (67,955) (Loss) gain on trading derivatives, net (930) 53 206 Gain (loss) on derivatives, net $ 21,200 $ (23,386) $ (67,749) Current period settlements on non-trading derivatives (1) (15,752) 37,921 42,944 Current period settlements on trading derivatives 60 (192) (124) Total current period settlements on derivatives (1) $ (15,692) $ 37,729 $ 42,820 (1) Excludes settlements of zero, $0.3 million, and $(0.9) million, respectively, for the years ended December 31, 2021 , 2020, and 2019 related to power call options. |
Schedule of Offsetting Assets | 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, 2021 Description Gross Assets Gross Net Assets Cash Net Amount Non-trading commodity derivatives $ 7,121 $ (3,319) $ 3,802 $ — $ 3,802 Trading commodity derivatives 143 (15) 128 — 128 Total Current Derivative Assets 7,264 (3,334) 3,930 — 3,930 Non-trading commodity derivatives 411 (71) 340 — 340 Trading commodity derivatives — — — — — Total Non-current Derivative Assets 411 (71) 340 — 340 Total Derivative Assets $ 7,675 $ (3,405) $ 4,270 $ — $ 4,270 December 31, 2020 Description Gross Assets Gross Net Assets Cash Net Amount Non-trading commodity derivatives $ 308 $ (105) $ 203 $ — $ 203 Trading commodity derivatives 112 (4) 108 — 108 Total Current Derivative Assets 420 (109) 311 — 311 Non-trading commodity derivatives — — — — — Trading commodity derivatives — — — — — Total Non-current Derivative Assets — — — — — Total Derivative Assets $ 420 $ (109) $ 311 $ — $ 311 |
Schedule of Offsetting Liabilities | Description Gross Gross Net Cash Net Amount Non-trading commodity derivatives $ (18,195) $ 14,504 $ (3,691) $ 491 $ (3,200) Trading commodity derivatives (1,403) 445 (958) — (958) Total Current Derivative Liabilities (19,598) 14,949 (4,649) 491 (4,158) Non-trading commodity derivatives (236) 200 (36) — (36) Trading commodity derivatives — — — — — Total Non-current Derivative Liabilities (236) 200 (36) — (36) Total Derivative Liabilities $ (19,834) $ 15,149 $ (4,685) $ 491 $ (4,194) Description Gross Gross Net Cash Net Amount Non-trading commodity derivatives $ (11,139) $ 3,620 $ (7,519) $ 86 $ (7,433) Trading commodity derivatives (74) 2 (72) — (72) Total Current Derivative Liabilities (11,213) 3,622 (7,591) 86 (7,505) Non-trading commodity derivatives (838) 611 (227) — (227) Trading commodity derivatives — — — — — Total Non-current Derivative Liabilities (838) 611 (227) — (227) Total Derivative Liabilities $ (12,051) $ 4,233 $ (7,818) $ 86 $ (7,732) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following (in thousands): Estimated December 31, 2021 December 31, 2020 Information technology 2 – 5 $ 6,534 $ 5,821 Furniture and fixtures 2 – 5 957 957 Total 7,491 6,778 Accumulated depreciation (3,230) (3,424) Property and equipment—net $ 4,261 $ 3,354 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 December 31, 2020 Goodwill $ 120,343 $ 120,343 Customer Relationships— Acquired Cost $ 46,552 $ 58,688 Accumulated amortization (41,120) (44,175) Customer Relationships—Acquired $ 5,432 $ 14,513 Customer Relationships—Other Cost $ 15,955 $ 8,988 Accumulated amortization (7,204) (5,733) Customer Relationships—Other, net $ 8,751 $ 3,255 Trademarks Cost $ 7,040 $ 7,570 Accumulated amortization (3,508) (2,972) Trademarks, net $ 3,532 $ 4,598 Changes in goodwill, customer relationships (including non-compete agreements) and trademarks consisted of the following (in thousands): Goodwill Customer Relationships— Acquired & Non-Compete Agreements Customer Relationships— Other Trademarks Balance at December 31, 2018 $ 120,343 $ 36,194 $ 6,865 $ 7,287 Additions — — 6,913 — Amortization — (12,342) (6,256) (1,579) Balance at December 31, 2019 $ 120,343 $ 23,852 $ 7,522 $ 5,708 Amortization — (9,339) (4,267) (1,110) Balance at December 31, 2020 $ 120,343 $ 14,513 $ 3,255 $ 4,598 Additions — — 9,100 — Adjustments — — (27) — Amortization — (9,081) (3,577) (1,066) Balance at December 31, 2021 $ 120,343 $ 5,432 $ 8,751 $ 3,532 |
Schedule of Estimated Future Amortization Expense | Estimated future amortization expense for customer relationships and trademarks at December 31, 2021 is as follows (in thousands): Year Ending December 31, 2022 $ 9,227 2023 3,639 2024 2,830 2025 404 2026 404 > 5 years 1,211 Total $ 17,715 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consists of the following amounts as of December 31, 2021 and 2020 (in thousands): December 31, 2021 December 31, 2020 Long-term debt: Senior Credit Facility (1) (2) $ 135,000 $ 100,000 Total long-term debt 135,000 100,000 Total debt $ 135,000 $ 100,000 (1) As of December 31, 2021 and 2020, the weighted average interest rate on the Senior Credit Facility was 3.24% and 3.75%, respectively. (2) As of December 31, 2021 and 2020, we had $27.7 million and $31.0 million in letters of credit issued, respectively. |
Schedule of Components of Interest Expense | Interest expense consists of the following components for the periods indicated (in thousands): Years Ended December 31, 2021 2020 2019 Senior Credit Facility $ 2,206 $ 2,291 $ 5,263 Letters of credit fees and commitment fees 1,417 1,472 1,656 Amortization of deferred financing costs 997 1,210 1,275 Other 306 293 197 Verde promissory note — — 230 Interest expense $ 4,926 $ 5,266 $ 8,621 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of 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, 2021 Non-trading commodity derivative assets $ 104 $ 4,038 $ — $ 4,142 Trading commodity derivative assets — 128 — 128 Total commodity derivative assets $ 104 $ 4,166 $ — $ 4,270 Non-trading commodity derivative liabilities $ — $ (3,236) $ — $ (3,236) Trading commodity derivative liabilities — (958) — (958) Total commodity derivative liabilities $ — $ (4,194) $ — $ (4,194) Level 1 Level 2 Level 3 Total December 31, 2020 Non-trading commodity derivative assets $ 104 $ 99 $ — $ 203 Trading commodity derivative assets — 108 — 108 Total commodity derivative assets $ 104 $ 207 $ — $ 311 Non-trading commodity derivative liabilities $ (5) $ (7,655) $ — $ (7,660) Trading commodity derivative liabilities — (72) — (72) Total commodity derivative liabilities $ (5) $ (7,727) $ — $ (7,732) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Equity Classified Restricted Stock Unit Activity and Unvested Restricted Stock Units | The following table summarizes equity classified restricted stock unit activity and unvested restricted stock units for the year ended December 31, 2021: Number of Shares (in thousands) Weighted Average Grant Date Fair Value Unvested at December 31, 2020 305 $9.48 Granted 394 10.67 Dividend reinvestment issuances 27 10.79 Vested (319) 10.90 Forfeited (14) 10.56 Unvested at December 31, 2021 393 $10.35 following table summarizes liability classified restricted stock unit activity and unvested restricted stock units for the year ended December 31, 2021: Number of Shares (in thousands) Weighted Average Reporting Date Fair Value Unvested at December 31, 2020 37 $9.57 Granted 8 11.43 Dividend reinvestment issuances 1 11.43 Vested (23) 10.70 Forfeited — — Unvested at December 31, 2021 23 $11.43 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Provision for Income Taxes | The provision for income taxes for the years ended December 31, 2021, 2020, and 2019 included the following components: (in thousands) 2021 2020 2019 Current: Federal $ 381 $ 10,722 $ 10,511 State (622) 3,109 3,675 Total Current (241) 13,831 14,186 Deferred: Federal 3,070 1,778 (4,668) State 975 127 (2,261) Total Deferred 4,045 1,905 (6,929) Provision for income taxes $ 3,804 $ 15,736 $ 7,257 |
Schedule of Reconciliation of Income Tax Provision | The following table reconciles the income tax benefit that would result from application of the statutory federal tax rate, 21%, 21%, and 21% for the years ended December 31, 2021, 2020, and 2019 respectively, to the amount included in the consolidated statement of operations: (in thousands) 2021 2020 2019 Expected provision at federal statutory rate $ (31) $ 17,630 $ 4,509 Increase (decrease) resulting from: Non-controlling interest 3,475 (6,464) (1,329) Class A Preferred Stock dividends 1,264 1,304 1,341 State income taxes, net of federal income tax effect 1,487 4,145 1,382 Prior year tax adjustments (996) (993) 1,060 Non-deductible expenses (158) 195 256 Rate differential on loss carryback (1,157) — — Other (80) (81) 38 Provision for income taxes $ 3,804 $ 15,736 $ 7,257 |
Schedule of Deferred Tax Assets | The components of our deferred tax assets as of December 31, 2021 and 2020 are as follows: (in thousands) 2021 2020 Deferred Tax Assets: Investment in Spark HoldCo $ 20,942 $ 25,751 Derivative Liabilities — 416 Intangibles 2,822 1,393 Other 599 531 Total deferred tax assets 24,363 28,091 Deferred Tax Liabilities: Derivative Liabilities (245) — Other (203) (131) Total deferred tax liabilities (448) (131) Total deferred tax assets/liabilities $ 23,915 $ 27,960 |
Transactions with Affiliates (T
Transactions with Affiliates (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following tables presents asset and liability balances with affiliates (in thousands): December 31, 2021 December 31, 2020 Assets Accounts Receivable - affiliates $ 3,819 $ 5,053 Total Assets - affiliates $ 3,819 $ 5,053 December 31, 2021 December 31, 2020 Liabilities Accounts Payable - affiliates $ 491 $ 826 Total Liabilities - affiliates $ 491 $ 826 The following table presents revenues and cost of revenues recorded in net asset optimization revenue associated with affiliates for the periods indicated (in thousands): December 31, 2021 December 31, 2020 December 31, 2019 Revenue NAO - affiliates $ 1,566 $ 1,025 $ 2,423 Cost of Revenue NAO - affiliates 5 241 104 Net NAO - affiliates $ 1,561 $ 784 $ 2,319 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of 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) 2021 2020 2019 Reconciliation of Retail Gross Margin to Income (loss) before taxes (Loss) income before income tax expense $ (147) $ 83,954 $ 21,470 Gain on disposal of eRex — — (4,862) Interest and other income (370) (423) (1,250) Interest expense 4,926 5,266 8,621 Operating income 4,409 88,797 23,979 Depreciation and amortization 21,578 30,767 40,987 General and administrative 44,279 90,734 133,534 Less: Net asset optimization (expense) revenue (4,243) (657) 2,771 Net, gain (loss) on non-trading derivative instruments 22,130 (23,439) (67,955) Net, cash settlements on non-trading derivative instruments (15,752) 37,921 42,944 Non-recurring event - Winter Storm Uri (64,403) — — Retail Gross Margin $ 132,534 $ 196,473 $ 220,740 |
Schedule of Financial Data for Business Segments | Financial data for business segments are as follows (in thousands): Year Ended December 31, 2021 Retail Retail Corporate Eliminations Consolidated Total Revenues $ 322,594 $ 75,134 $ (4,243) $ — $ 393,485 Retail cost of revenues 284,794 38,425 — — 323,219 Less: Net asset optimization revenue — — (4,243) — (4,243) Net, gain on non-trading derivative instruments 19,070 3,060 — — 22,130 Current period settlements on non-trading derivatives (12,876) (2,876) — — (15,752) Non-recurring event - Winter Storm Uri (64,403) — — — (64,403) Retail gross margin $ 96,009 $ 36,525 $ — $ — $ 132,534 Total Assets $ 1,527,456 $ 7,320 $ 311,556 $ (1,491,056) $ 355,276 Goodwill $ 117,813 $ 2,530 $ — $ — $ 120,343 Year Ended December 31, 2020 Retail Retail Corporate Eliminations Consolidated Total Revenues $ 461,393 $ 94,154 $ (657) $ — $ 554,890 Retail cost of revenues 306,012 38,580 — — 344,592 Less: Net asset optimization expense — — (657) — (657) Net, losses on non-trading derivative instruments (23,242) (197) — — (23,439) Current period settlements on non-trading derivatives 35,390 2,531 — — 37,921 Retail gross margin $ 143,233 $ 53,240 $ — $ — $ 196,473 Total Assets $ 2,906,139 $ 941,569 $ 318,865 $ (3,799,906) $ 366,667 Goodwill $ 117,813 $ 2,530 $ — $ — $ 120,343 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 expense — — 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 |
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, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Customer acquisition costs | $ 1,400,000 | $ 1,400,000 | $ 6,100,000 | ||
Customer acquisition costs, net | 946,000 | 946,000 | 5,764,000 | ||
Customer acquisition costs, current | 5,800,000 | ||||
Customer acquisition costs, noncurrent | 453,000 | 453,000 | 306,000 | ||
Amortization of acquisition costs | 6,100,000 | 13,900,000 | $ 18,500,000 | ||
Intangible assets, current | 8,523,000 | 8,523,000 | 12,077,000 | ||
Intangible assets, non-current | 5,660,000 | 5,660,000 | 5,691,000 | ||
Intangible assets | 17,715,000 | 17,715,000 | |||
Operating lease expense | 200,000 | 400,000 | 800,000 | ||
Sublease income | 200,000 | 200,000 | 400,000 | ||
Goodwill impairment | 0 | ||||
Asset optimization revenue | 57,000,000 | 24,800,000 | 62,800,000 | ||
Asset optimization cost of revenues | 61,200,000 | 25,500,000 | 60,000,000 | ||
Other current assets | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Right-of-use assets | 100,000 | 100,000 | 100,000 | ||
Gas balancing receivable (payable) | 300,000 | 300,000 | 300,000 | ||
Other current liabilities | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Lease liabilities | 100,000 | 100,000 | 200,000 | ||
Gas balancing receivable (payable) | $ 0 | $ 0 | (100,000) | ||
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 | ||||
Customer Relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | $ 12,700,000 | 13,600,000 | 18,300,000 | ||
Impairment charges | $ 0 | 0 | 0 | ||
Customer Relationships | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization period | 3 years | ||||
Customer Relationships | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization period | 6 years | ||||
Trademarks | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | $ 1,066,000 | 1,110,000 | 1,579,000 | ||
Impairment charges | 0 | 0 | 0 | ||
Intangible assets | $ 3,532,000 | $ 3,532,000 | $ 4,598,000 | $ 5,708,000 | $ 7,287,000 |
Trademarks | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization period | 5 years | ||||
Trademarks | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization period | 10 years | ||||
Residential Customer Equivalent | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Asset acquisition, escrow deposit | $ 6,400,000 | $ 6,400,000 |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 397,728 | $ 555,547 | $ 810,954 |
POR | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 235,661 | 355,480 | 543,427 |
Non-POR | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 162,067 | 200,067 | 267,527 |
Unbilled revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | (6,589) | (12,219) | (12,597) |
Commercial | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 74,769 | 160,079 | 290,196 |
Residential | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 329,548 | 407,687 | 533,355 |
New England | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 110,221 | 181,828 | 304,198 |
Mid-Atlantic | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 135,377 | 198,926 | 285,025 |
Midwest | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 62,576 | 83,682 | 118,388 |
Southwest | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 89,554 | 91,111 | 103,343 |
Retail Electricity | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 322,594 | 461,393 | 688,451 |
Retail Electricity | POR | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 195,120 | 308,010 | 479,011 |
Retail Electricity | Non-POR | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 127,474 | 153,383 | 209,440 |
Retail Electricity | Unbilled revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | (6,630) | (8,863) | (11,179) |
Retail Electricity | Commercial | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 49,159 | 128,874 | 249,730 |
Retail Electricity | Residential | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 280,065 | 341,382 | 449,900 |
Retail Electricity | New England | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 100,819 | 166,982 | 284,909 |
Retail Electricity | Mid-Atlantic | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 107,307 | 166,157 | 242,556 |
Retail Electricity | Midwest | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 41,974 | 57,314 | 79,188 |
Retail Electricity | Southwest | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 72,494 | 70,940 | 81,798 |
Retail Natural Gas | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 75,134 | 94,154 | 122,503 |
Retail Natural Gas | POR | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 40,541 | 47,470 | 64,416 |
Retail Natural Gas | Non-POR | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 34,593 | 46,684 | 58,087 |
Retail Natural Gas | Unbilled revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 41 | (3,356) | (1,418) |
Retail Natural Gas | Commercial | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 25,610 | 31,205 | 40,466 |
Retail Natural Gas | Residential | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 49,483 | 66,305 | 83,455 |
Retail Natural Gas | New England | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 9,402 | 14,846 | 19,289 |
Retail Natural Gas | Mid-Atlantic | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 28,070 | 32,769 | 42,469 |
Retail Natural Gas | Midwest | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 20,602 | 26,368 | 39,200 |
Retail Natural Gas | Southwest | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 17,060 | $ 20,171 | $ 21,545 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Bad debt expense | $ 445 | $ 4,692 | $ 13,532 |
Retail Revenues | |||
Disaggregation of Revenue [Line Items] | |||
Gross receipts taxes | 1,100 | 1,300 | 1,500 |
Retail Cost of Revenues | |||
Disaggregation of Revenue [Line Items] | |||
Gross receipts taxes | $ 4,400 | $ 5,900 | $ 8,400 |
Revenues - Rollforward of Our A
Revenues - Rollforward of Our Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Bad debt expense | $ 445 | $ 4,692 | $ 13,532 |
Trade Accounts Receivable | |||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | (3,942) | ||
Bad debt expense | (205) | ||
Write-offs | 2,192 | ||
Recovery of previous write offs | (413) | ||
Ending balance | $ (2,368) | $ (3,942) |
Equity - Schedule of Economic I
Equity - Schedule of Economic Interests (Details) - Spark Hold Co | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||
Economic interests percentage | 44.12% | 41.53% |
Affiliated Owners | ||
Class of Stock [Line Items] | ||
Economic interests percentage | 55.88% | 58.47% |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | |||
Net (loss) income allocated to non-controlling interest | $ (5,607) | $ 44,277 | $ 7,604 |
Income tax expense allocated to non-controlling interest | 3,539 | 5,349 | 1,841 |
Net (loss) income attributable to non-controlling interest | $ (9,146) | $ 38,928 | $ 5,763 |
Equity - Narrative (Details)
Equity - Narrative (Details) - USD ($) | Jan. 22, 2022 | Jan. 20, 2022 | Jul. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 18, 2020 |
Class of Stock [Line Items] | |||||||
Conversion ratio (in shares) | 1 | ||||||
Payment of dividends to class common stockholders | $ 10,987,000 | $ 10,569,000 | $ 10,382,000 | ||||
Dividends paid to class a common stockholders (in dollars per share) | $ 0.725 | ||||||
Treasury stock, value, acquired, cost method | $ 395,000 | ||||||
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 | |||||
Preferred stock, shares issued (in shares) | 3,567,543 | 3,707,256 | |||||
Preferred stock, shares outstanding (in shares) | 3,567,543 | 3,567,543 | |||||
Retailco and NuDevco Retail | |||||||
Class of Stock [Line Items] | |||||||
Payments of distributions to affiliates | $ 14,800,000 | $ 15,100,000 | $ 15,100,000 | ||||
Restricted Units and Liability Awards | |||||||
Class of Stock [Line Items] | |||||||
Number of shares vested (in shares) | 342,403 | 469,811 | 473,492 | ||||
Restricted Stock Units | |||||||
Class of Stock [Line Items] | |||||||
Number of shares vested (in shares) | 319,351 | ||||||
Number of shares of common stock distributed to the holder of restricted stock units (in shares) | 219,141 | 292,879 | 300,715 | ||||
Number of shares of common stock withheld to cover taxes owed on vested units (in shares) | 123,262 | 176,932 | 172,777 | ||||
Common Class B | |||||||
Class of Stock [Line Items] | |||||||
Conversion of stock, shares converted (in shares) | 800,000 | ||||||
Class A Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Dividends paid to class a common stockholders (in dollars per share) | $ 0.725 | $ 0.725 | $ 0.725 | ||||
Stock repurchase program, authorized amount | $ 20,000,000 | ||||||
Treasury stock, shares, acquired | 45,148 | ||||||
Repurchased stock per share (in dollars per share) | $ 8.75 | ||||||
Treasury stock, value, acquired, cost method | $ 400,000 | ||||||
Class A Common Stock | Subsequent Event | |||||||
Class of Stock [Line Items] | |||||||
Dividends declared (in dollars per share) | $ 0.18125 | $ 0.18125 | |||||
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) | 211,154 | ||||||
Number of shares of common stock withheld to cover taxes owed on vested units (in shares) | 108,197 |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Net income attributable to Via Renewables, Inc. stockholders | $ 5,195 | $ 29,290 | $ 8,450 |
Less: Dividend on Series A preferred stock | 7,804 | 7,441 | 8,091 |
Net income (loss) attributable to stockholders of Class A common stock | $ (2,609) | $ 21,849 | $ 359 |
Basic weighted average Class A common shares outstanding (in shares) | 15,128 | 14,555 | 14,286 |
Basic earnings (loss) per share attributable to stockholders (in dollars per share) | $ (0.17) | $ 1.50 | $ 0.03 |
Net (loss) income attributable to stockholders of Class A common stock | $ (2,609) | $ 21,849 | $ 359 |
Diluted net (loss) income attributable to stockholders of Class A common stock | $ (2,609) | $ 21,849 | $ 359 |
Basic weighted average Class A common shares outstanding (in shares) | 15,128 | 14,555 | 14,286 |
Effect of dilutive restricted stock units (in shares) | 0 | 160 | 282 |
Diluted weighted average shares outstanding (in shares) | 15,128 | 14,715 | 14,568 |
Diluted earnings (loss) per share attributable to stockholders (in dollars per share) | $ (0.17) | $ 1.48 | $ 0.02 |
Common Class B | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 20,000 | ||
Restricted Stock Units | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 500 |
Equity - Carrying Amounts and C
Equity - Carrying Amounts and Classification of Variable Interest Entities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||||
Cash and cash equivalents | $ 68,899 | $ 71,684 | ||
Accounts receivable | 66,676 | 70,350 | ||
Other current assets | 14,129 | 11,818 | ||
Total current assets | 196,680 | 204,874 | ||
Goodwill | 120,343 | 120,343 | $ 120,343 | $ 120,343 |
Other assets | 3,624 | 4,139 | ||
Total Assets | 355,276 | 366,667 | $ 422,968 | |
Current liabilities: | ||||
Accounts Payable and Accrued Liabilities | 43,285 | 27,322 | ||
Other current liabilities | 1,707 | 1,295 | ||
Total current liabilities | 82,492 | 90,661 | ||
Long-term liabilities: | ||||
Long-term portion of Senior Credit Facility | 135,000 | 100,000 | ||
Other long-term liabilities | 109 | 30 | ||
Total liabilities | 217,637 | 190,918 | ||
Variable Interest Entity, Primary Beneficiary | ||||
Current assets: | ||||
Cash and cash equivalents | 68,703 | 71,442 | ||
Accounts receivable | 66,676 | 70,350 | ||
Other current assets | 56,392 | 55,575 | ||
Total current assets | 191,771 | 197,367 | ||
Goodwill | 120,343 | 120,343 | ||
Other assets | 16,758 | 15,259 | ||
Total non-current assets | 137,101 | 135,602 | ||
Total Assets | 328,872 | 332,969 | ||
Current liabilities: | ||||
Accounts Payable and Accrued Liabilities | 62,538 | 61,436 | ||
Other current liabilities | 49,328 | 43,676 | ||
Total current liabilities | 111,866 | 105,112 | ||
Long-term liabilities: | ||||
Long-term portion of Senior Credit Facility | 135,000 | 100,000 | ||
Other long-term liabilities | 145 | 256 | ||
Liabilities, Noncurrent, Total | 135,145 | 100,256 | ||
Total liabilities | $ 247,011 | $ 205,368 |
Preferred Stock - Narrative (De
Preferred Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Apr. 15, 2022 | Jan. 22, 2022 | Jan. 20, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||||||
Payments of ordinary dividends, preferred stock and preference stock | $ 7,804 | $ 7,886 | $ 8,106 | |||
Dividends paid | $ 7,804 | 7,441 | $ 8,106 | |||
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] | ||||||
Preferred stock, dividend accrual rate | 8.75% | |||||
Dividend accrual | $ 1,900 | 1,900 | ||||
Dividends paid | $ 7,900 | |||||
Series A Preferred Stock | Forecast | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, dividend accrual rate | 6.578% | |||||
Preferred stock, liquidation (in per share) | $ 25 | |||||
Series A Preferred Stock | Subsequent Event | ||||||
Class of Stock [Line Items] | ||||||
Quarterly cash dividend (in dollars per share) | $ 0.546875 |
Preferred Stock - Summary of Pr
Preferred Stock - Summary of Preferred Equity Balance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Beginning balance | $ 87,288 | $ 90,015 |
Repurchase of Series A Preferred Stock | 0 | (2,667) |
Accumulated dividends on Series A Preferred Stock | 0 | (60) |
Ending balance | $ 87,288 | $ 87,288 |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Collateral paid | $ 0.5 | $ 0.1 |
Derivative Instruments - Volume
Derivative Instruments - Volumetric Underlying Derivative Transactions (Details) - Buy MWh in Thousands, MMBTU in Thousands | 12 Months Ended | |
Dec. 31, 2021MMBTUMWh | Dec. 31, 2020MMBTUMWh | |
Non-trading | Natural Gas | ||
Derivatives, Fair Value [Line Items] | ||
Net notional volume | 3,862 | 2,880 |
Non-trading | Electricity | ||
Derivatives, Fair Value [Line Items] | ||
Net notional volume | MWh | 1,785 | 1,845 |
Trading | Natural Gas | ||
Derivatives, Fair Value [Line Items] | ||
Net notional volume | 1,536 | 102 |
Derivative Instruments - Gains
Derivative Instruments - Gains (Losses) on Derivative Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) on derivatives, net | $ 21,200 | $ (23,386) | $ (67,749) |
Total current period settlements on derivatives | (15,692) | 37,729 | 42,820 |
Non-trading | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) on derivatives, net | 22,130 | (23,439) | (67,955) |
Total current period settlements on derivatives | (15,752) | 37,921 | 42,944 |
Trading | Various Acquisitions | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Total current period settlements on derivatives | 0 | 300 | (900) |
Non-cash Flow Hedging | Non-trading | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) on derivatives, net | 22,130 | (23,439) | (67,955) |
Total current period settlements on derivatives | (15,752) | 37,921 | 42,944 |
Non-cash Flow Hedging | Trading | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) on derivatives, net | (930) | 53 | 206 |
Total current period settlements on derivatives | $ 60 | $ (192) | $ (124) |
Derivative Instruments - Offset
Derivative Instruments - Offsetting Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Commodity Contract | ||
Offsetting Assets [Line Items] | ||
Gross Assets | $ 7,675 | $ 420 |
Gross Amounts Offset | (3,405) | (109) |
Net Assets | 4,270 | 311 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 4,270 | 311 |
Commodity Contract, Current | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 7,264 | 420 |
Gross Amounts Offset | (3,334) | (109) |
Net Assets | 3,930 | 311 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 3,930 | 311 |
Non-trading commodity derivatives | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 7,121 | 308 |
Gross Amounts Offset | (3,319) | (105) |
Net Assets | 3,802 | 203 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 3,802 | 203 |
Trading commodity derivatives | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 143 | 112 |
Gross Amounts Offset | (15) | (4) |
Net Assets | 128 | 108 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 128 | 108 |
Commodity Contract, Noncurrent | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 411 | 0 |
Gross Amounts Offset | (71) | 0 |
Net Assets | 340 | 0 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 340 | 0 |
Non-trading commodity derivatives | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 411 | 0 |
Gross Amounts Offset | (71) | 0 |
Net Assets | 340 | 0 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 340 | 0 |
Trading commodity derivatives | ||
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, 2021 | Dec. 31, 2020 |
Commodity Contract | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | $ (19,834) | $ (12,051) |
Gross Amounts Offset | 15,149 | 4,233 |
Net Liabilities | (4,685) | (7,818) |
Cash Collateral Offset | 491 | 86 |
Net Amount Presented | (4,194) | (7,732) |
Commodity Contract, Current | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (19,598) | (11,213) |
Gross Amounts Offset | 14,949 | 3,622 |
Net Liabilities | (4,649) | (7,591) |
Cash Collateral Offset | 491 | 86 |
Net Amount Presented | (4,158) | (7,505) |
Non-trading commodity derivatives | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (18,195) | (11,139) |
Gross Amounts Offset | 14,504 | 3,620 |
Net Liabilities | (3,691) | (7,519) |
Cash Collateral Offset | 491 | 86 |
Net Amount Presented | (3,200) | (7,433) |
Trading commodity derivatives | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (1,403) | (74) |
Gross Amounts Offset | 445 | 2 |
Net Liabilities | (958) | (72) |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | (958) | (72) |
Commodity Contract, Noncurrent | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (236) | (838) |
Gross Amounts Offset | 200 | 611 |
Net Liabilities | (36) | (227) |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | (36) | (227) |
Non-trading commodity derivatives | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (236) | (838) |
Gross Amounts Offset | 200 | 611 |
Net Liabilities | (36) | (227) |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | (36) | (227) |
Trading commodity derivatives | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | 0 | 0 |
Gross Amounts Offset | 0 | 0 |
Net Liabilities | 0 | 0 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | $ 0 | $ 0 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Total | $ 7,491 | $ 6,778 |
Accumulated depreciation | (3,230) | (3,424) |
Property and equipment—net | $ 4,261 | 3,354 |
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 | $ 6,534 | 5,821 |
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 | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 957 | $ 957 |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 1.8 | $ 2.1 | $ 2.3 |
Information technology | |||
Property, Plant and Equipment [Line Items] | |||
Assets not yet placed into service | $ 0.2 | $ 0.7 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Goodwill, Customer Relationships and Trademarks (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 120,343 | $ 120,343 | $ 120,343 | $ 120,343 |
Total | 17,715 | |||
Customer Relationships—Acquired | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Cost | 46,552 | 58,688 | ||
Accumulated amortization | (41,120) | (44,175) | ||
Total | 5,432 | 14,513 | 23,852 | 36,194 |
Customer Relationships—Other, net | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Cost | 15,955 | 8,988 | ||
Accumulated amortization | (7,204) | (5,733) | ||
Total | 8,751 | 3,255 | 7,522 | 6,865 |
Trademarks, net | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Cost | 7,040 | 7,570 | ||
Accumulated amortization | (3,508) | (2,972) | ||
Total | $ 3,532 | $ 4,598 | $ 5,708 | $ 7,287 |
Intangible Assets - Changes in
Intangible Assets - Changes in Goodwill, Customer Relationships and Trademarks (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | |||
Balance at beginning of period | $ 120,343 | $ 120,343 | $ 120,343 |
Additions | 0 | 0 | |
Adjustments | 0 | ||
Amortization | 0 | 0 | 0 |
Balance at end of period | 120,343 | 120,343 | 120,343 |
Finite-lived Intangible Assets [Roll Forward] | |||
Balance at end of period | 17,715 | ||
Goodwill | 120,343 | 120,343 | 120,343 |
Additions | 0 | 0 | |
Adjustments | 0 | ||
Amortization | 0 | 0 | 0 |
Customer Relationships— Acquired & Non-Compete Agreements | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Balance at beginning of period | 14,513 | 23,852 | 36,194 |
Additions | 0 | 0 | |
Adjustments | 0 | ||
Amortization expense | (9,081) | (9,339) | (12,342) |
Balance at end of period | 5,432 | 14,513 | 23,852 |
Customer Relationships— Other | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Balance at beginning of period | 3,255 | 7,522 | 6,865 |
Additions | 9,100 | 6,913 | |
Adjustments | (27) | ||
Amortization expense | (3,577) | (4,267) | (6,256) |
Balance at end of period | 8,751 | 3,255 | 7,522 |
Trademarks | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Balance at beginning of period | 4,598 | 5,708 | 7,287 |
Additions | 0 | 0 | |
Adjustments | 0 | ||
Amortization expense | (1,066) | (1,110) | (1,579) |
Balance at end of period | $ 3,532 | $ 4,598 | $ 5,708 |
Intangible Assets - Estimated F
Intangible Assets - Estimated Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Year Ending December 31, | |
2022 | $ 9,227 |
2023 | 3,639 |
2024 | 2,830 |
2025 | 404 |
2026 | 404 |
More than 5 years | 1,211 |
Total | $ 17,715 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 135,000 | $ 100,000 |
Total debt | 135,000 | 100,000 |
Letters of credit issued | 27,700 | 31,000 |
Senior Credit Facility | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 135,000 | $ 100,000 |
Weighted average interest rate on current portion of debt | 3.24% | 3.75% |
Debt - Components of Interest E
Debt - Components of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Line of Credit Facility [Line Items] | |||
Letters of credit fees and commitment fees | $ 1,417 | $ 1,472 | $ 1,656 |
Amortization of deferred financing costs | 997 | 1,210 | 1,275 |
Interest expense | 4,926 | 5,266 | 8,621 |
Senior Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Interest incurred on long-term debt | 2,206 | 2,291 | 5,263 |
Other | |||
Line of Credit Facility [Line Items] | |||
Interest incurred on long-term debt | 306 | 293 | 197 |
Verde promissory note | |||
Line of Credit Facility [Line Items] | |||
Interest incurred on long-term debt | $ 0 | $ 0 | $ 230 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jul. 31, 2020 | Dec. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2020 | Aug. 18, 2020 | |
Debt Instrument [Line Items] | |||||
Debt outstanding | $ 135,000,000 | $ 100,000,000 | |||
Class A Common Stock | |||||
Debt Instrument [Line Items] | |||||
Stock repurchase program, authorized amount | $ 20,000,000 | ||||
Fifth Amendment To Senior Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Debt covenant, adjustment purchase price, percentage | 75.00% | ||||
Senior Secured Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, minimum fixed charge coverage ratio | 212.00% | ||||
Leverage ratio | 186.00% | ||||
Senior secured leverage ratio | 167.00% | ||||
Senior Secured Revolving Credit Facility | Class A Common Stock | |||||
Debt Instrument [Line Items] | |||||
Number of shares entitled to repurchase (in shares) | 10,000,000 | ||||
Senior Secured Revolving Credit Facility | Common Class A and Common Class B | |||||
Debt Instrument [Line Items] | |||||
Default share limit, minimum amount (in shares) | 13,600,000 | ||||
Senior Secured Revolving Credit Facility | Series A Preferred Stock | |||||
Debt Instrument [Line Items] | |||||
Stock repurchase program, authorized amount | $ 92,700,000 | ||||
Line of Credit | Senior Secured Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, minimum fixed charge coverage ratio | 125.00% | ||||
Leverage ratio | 250.00% | ||||
Senior secured leverage ratio | 185.00% | ||||
Debt default, material judgment (in excess of) | $ 5,000,000 | ||||
Subordinated Debt | Amended And Restated Subordinated Promissory Note | |||||
Debt Instrument [Line Items] | |||||
Debt issued | $ 25,000,000 | ||||
Subordinated debt, advances, no less than | $ 1,000,000 | ||||
Subordinated debt, interest rate on advances | 5.00% | ||||
Minimum availability under the borrowing base | $ 5,000,000 | ||||
Debt outstanding | 0 | 0 | |||
Revolving Credit Facility | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Capitalized financing costs | 1,800,000 | 1,600,000 | |||
Capitalized financing costs, current | 1,000,000 | 1,000,000 | |||
Capitalized financing costs, noncurrent | 800,000 | $ 600,000 | |||
Remaining borrowing capacity | $ 227,500,000 | ||||
Nonutilization fee | 0.50% | ||||
Revolving Credit Facility | Eurodollar | Line of Credit | Fifth Amendment To Senior Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 4.00% | ||||
Revolving Credit Facility | Eurodollar | Line of Credit | Fourth Amendment To Senior Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 3.25% | 4.50% | |||
Revolving Credit Facility | Base Rate | Line of Credit | Fifth Amendment To Senior Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 3.00% | ||||
Revolving Credit Facility | Base Rate | Line of Credit | Fourth Amendment To Senior Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.25% | 3.50% | |||
Revolving Credit Facility | Federal Funds Rate | Line of Credit | Fourth Amendment To Senior Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.50% | ||||
Revolving Credit Facility | Reference Eurodollar Rate | Line of Credit | Fourth Amendment To Senior Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.00% |
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, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | $ 4,270 | $ 311 |
Total commodity derivative liabilities | (4,194) | (7,732) |
Non-trading Commodity Contract | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 4,142 | 203 |
Total commodity derivative liabilities | (3,236) | (7,660) |
Trading Commodity Contract | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 128 | 108 |
Total commodity derivative liabilities | (958) | (72) |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 104 | 104 |
Total commodity derivative liabilities | 0 | (5) |
Level 1 | Non-trading Commodity Contract | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 104 | 104 |
Total commodity derivative liabilities | 0 | (5) |
Level 1 | 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 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 4,166 | 207 |
Total commodity derivative liabilities | (4,194) | (7,727) |
Level 2 | Non-trading Commodity Contract | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 4,038 | 99 |
Total commodity derivative liabilities | (3,236) | (7,655) |
Level 2 | Trading Commodity Contract | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 128 | 108 |
Total commodity derivative liabilities | (958) | (72) |
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 |
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 ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Disclosures [Abstract] | ||
Credit risk valuation adjustment (less than) | $ 0.1 | $ 0.2 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
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 | $ 3.4 | $ 2.5 | $ 5.5 |
Income tax benefit related to stock-based compensation | $ 0.4 | 0.3 | 0.6 |
Restricted Stock Units, Liability Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares vested (in shares) | 23,052 | ||
Unrecognized compensation expense | $ 0.1 | ||
Weighted average period | 4 months 24 days | ||
Other current liabilities related to restricted stock | $ 0.2 | 0.1 | |
Restricted Stock Units, Liability Awards | General and Administrative Expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 0.3 | $ 0.1 | $ 0.5 |
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) | 7,987 | ||
Number of shares of common stock withheld to cover taxes owed on vested units (in shares) | 15,065 | ||
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Forfeiture rate of restricted stock units | 10.00% | ||
Number of shares vested (in shares) | 319,351 | ||
Number of shares of common stock distributed to the holder of restricted stock units (in shares) | 219,141 | 292,879 | 300,715 |
Number of shares of common stock withheld to cover taxes owed on vested units (in shares) | 123,262 | 176,932 | 172,777 |
Unrecognized compensation expense | $ 2.9 | ||
Weighted average period | 3 years | ||
Restricted Stock Units | General and Administrative Expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 3.1 | $ 2.4 | $ 5 |
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) | 211,154 | ||
Number of shares of common stock withheld to cover taxes owed on vested units (in shares) | 108,197 | ||
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 | ||
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) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Restricted Stock Units | |
Number of Shares (in thousands) | |
Unvested at beginning of period (in shares) | shares | 305,000 |
Granted (in shares) | shares | 394,000 |
Dividend reinvestment issuances (in shares) | shares | 27,000 |
Vested (in shares) | shares | (319,351) |
Forfeited (in shares) | shares | (14,000) |
Unvested at end of period (in shares) | shares | 393,000 |
Weighted Average Grant Date Fair Value | |
Unvested at beginning of period (in dollars per share) | $ / shares | $ 9.48 |
Granted (in dollars per share) | $ / shares | 10.67 |
Dividend reinvestment issuances (in dollars per share) | $ / shares | 10.79 |
Vested (in dollars per share) | $ / shares | 10.90 |
Forfeited (in dollars per share) | $ / shares | 10.56 |
Unvested at end of period (in dollars per share) | $ / shares | $ 10.35 |
Restricted Stock Units, Liability Awards | |
Number of Shares (in thousands) | |
Unvested at beginning of period (in shares) | shares | 37,000 |
Granted (in shares) | shares | 8,000 |
Dividend reinvestment issuances (in shares) | shares | 1,000 |
Vested (in shares) | shares | (23,052) |
Forfeited (in shares) | shares | 0 |
Unvested at end of period (in shares) | shares | 23,000 |
Weighted Average Grant Date Fair Value | |
Unvested at beginning of period (in dollars per share) | $ / shares | $ 9.57 |
Granted (in dollars per share) | $ / shares | 11.43 |
Dividend reinvestment issuances (in dollars per share) | $ / shares | 11.43 |
Vested (in dollars per share) | $ / shares | 10.70 |
Forfeited (in dollars per share) | $ / shares | 0 |
Unvested at end of period (in dollars per share) | $ / shares | $ 11.43 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 381 | $ 10,722 | $ 10,511 |
State | (622) | 3,109 | 3,675 |
Total Current | (241) | 13,831 | 14,186 |
Deferred: | |||
Federal | 3,070 | 1,778 | (4,668) |
State | 975 | 127 | (2,261) |
Total Deferred | 4,045 | 1,905 | (6,929) |
Provision for income taxes | $ 3,804 | $ 15,736 | $ 7,257 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate | (2588.00%) | 19.00% | 34.00% |
Income tax penalties and interest liability | $ 0 | $ 0 | |
Income tax penalties and interest expense | 0 | 0 | $ 0 |
Unrecognized tax benefits | $ 0 | $ 0 |
Income Taxes - Income Tax Benef
Income Taxes - Income Tax Benefit Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Expected provision at federal statutory rate | $ (31) | $ 17,630 | $ 4,509 |
Increase (decrease) resulting from: | |||
Non-controlling interest | 3,475 | (6,464) | (1,329) |
Class A Preferred Stock dividends | 1,264 | 1,304 | 1,341 |
State income taxes, net of federal income tax effect | 1,487 | 4,145 | 1,382 |
Prior year tax adjustments | (996) | (993) | 1,060 |
Non-deductible expenses | (158) | 195 | 256 |
Rate differential on loss carryback | (1,157) | 0 | 0 |
Other | (80) | (81) | 38 |
Provision for income taxes | $ 3,804 | $ 15,736 | $ 7,257 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Tax Assets: | ||
Investment in Spark HoldCo | $ 20,942 | $ 25,751 |
Derivative Liabilities | 0 | 416 |
Intangibles | 2,822 | 1,393 |
Other | 599 | 531 |
Total deferred tax assets | 24,363 | 28,091 |
Deferred Tax Liabilities: | ||
Derivative Liabilities | 245 | 0 |
Other | (203) | (131) |
Total deferred tax liabilities | (448) | (131) |
Total deferred tax assets/liabilities | 23,915 | 27,960 |
Derivative Liabilities | $ 245 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Litigation And Regulatory Matters | ||
Loss Contingencies [Line Items] | ||
Loss contingency accrual related to indirect tax audits | $ 14.7 | $ 26.6 |
Indirect Tax Audits | ||
Loss Contingencies [Line Items] | ||
Loss contingency accrual related to indirect tax audits | 0.7 | $ 1.2 |
Verde Energy USA, Inc. | ||
Loss Contingencies [Line Items] | ||
Civil penalty | 1 | |
Settlement | $ 0.1 |
Transactions with Affiliates -
Transactions with Affiliates - Narrative (Details) - USD ($) | Jul. 15, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||||||
General and administrative | $ 44,279,000 | $ 90,734,000 | $ 133,534,000 | |||
Proceeds from disgorgement of stockholders short-swing profits | 0 | 0 | 55,000 | |||
Debt outstanding | $ 135,000,000 | 100,000,000 | ||||
Tax receivable agreement, net cash savings, percentage | 15.00% | |||||
Tax receivable agreement payment | $ 0 | 0 | 11,239,000 | |||
Spark Hold Co | ||||||
Related Party Transaction [Line Items] | ||||||
Payments of distributions to affiliates | $ 16,300,000 | |||||
Retailco and NuDevco Retail | ||||||
Related Party Transaction [Line Items] | ||||||
Cash payment to acquire business | $ 11,200,000 | |||||
Subordinated Debt | Amended And Restated Subordinated Promissory Note | ||||||
Related Party Transaction [Line Items] | ||||||
Subordinated debt, advances | 1,000,000 | |||||
Debt outstanding | 0 | 0 | ||||
Tax Receivable Agreement | Retailco and NuDevco Retail | ||||||
Related Party Transaction [Line Items] | ||||||
Tax receivable agreement payment | $ 6,200,000 | |||||
Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
General and administrative | 100,000 | 200,000 | 0 | |||
Affiliated Entity | Subordinated Debt Facility | ||||||
Related Party Transaction [Line Items] | ||||||
Maximum borrowing capacity | $ 25,000,000 | |||||
Accrue interest | 5.00% | |||||
Affiliated Entity | Allocated Overhead Costs | ||||||
Related Party Transaction [Line Items] | ||||||
Affiliate costs, due from affiliates | 500,000 | 1,500,000 | 700,000 | |||
Retailco and NuDevco Retail | ||||||
Related Party Transaction [Line Items] | ||||||
Payments of distributions to affiliates | $ 14,800,000 | 15,100,000 | 15,100,000 | |||
Tax receivable agreement, net cash savings, percentage | 85.00% | |||||
NuDevco Retail and Retailco LLC | Payment of Income Taxes Incurred by the Company | ||||||
Related Party Transaction [Line Items] | ||||||
Payments of distributions to affiliates | $ 2,600,000 | $ 14,400,000 | $ 19,700,000 |
Transactions with Affiliates _2
Transactions with Affiliates - Presents Asset and Liability Balances with Affiliates (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Assets | |||
Accounts receivable—affiliates | $ 3,819 | $ 5,053 | |
Total Assets - affiliates | 3,819 | 5,053 | |
Liabilities | |||
Accounts payable—affiliates | 491 | 826 | |
Total Liabilities - affiliates | 491 | 826 | |
Net asset optimization revenues (expense) | (4,243) | (657) | $ 2,771 |
Affiliated Entity | |||
Liabilities | |||
Net asset optimization revenues (expense) | 1,566 | 1,025 | 2,423 |
Cost of Revenue NAO - affiliates | 5 | 241 | 104 |
Net NAO - affiliates | $ 1,561 | $ 784 | $ 2,319 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($)supplier | Dec. 31, 2020USD ($)supplier | Dec. 31, 2019USD ($)supplier | |
Segment Reporting [Abstract] | |||
Asset optimization revenue | $ 57 | $ 24.8 | $ 62.8 |
Asset optimization cost of revenues | $ 61.2 | $ 25.5 | $ 60 |
Cost of Revenue | |||
Concentration Risk [Line Items] | |||
Number of significant suppliers | supplier | 2 | 1 | 1 |
Cost of Revenue | Supplier Concentration Risk | One Largest Suppliers | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 26.00% | ||
Cost of Revenue | Supplier Concentration Risk | Two Largest Suppliers | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 11.00% | 10.00% |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Retail Gross Margin to Income (loss) before taxes | |||
(Loss) income before income tax expense | $ (147) | $ 83,954 | $ 21,470 |
Gain on disposal of eRex | 0 | 0 | (4,862) |
Interest and other income | (370) | (423) | (1,250) |
Interest expense | 4,926 | 5,266 | 8,621 |
Operating income | 4,409 | 88,797 | 23,979 |
Depreciation and amortization | 21,578 | 30,767 | 40,987 |
General and administrative | 44,279 | 90,734 | 133,534 |
Less: | |||
Net asset optimization (expense) revenue | (4,243) | (657) | 2,771 |
Net, gain (loss) on non-trading derivative instruments | 21,200 | (23,386) | (67,749) |
Net, cash settlements on non-trading derivative instruments | (15,692) | 37,729 | 42,820 |
Unusual or Infrequent Item, or Both, Net (Gain) Loss | (64,403) | 0 | 0 |
Retail Gross Margin | 132,534 | 196,473 | 220,740 |
Non-trading | |||
Less: | |||
Net, gain (loss) on non-trading derivative instruments | 22,130 | (23,439) | (67,955) |
Net, cash settlements on non-trading derivative instruments | $ (15,752) | $ 37,921 | $ 42,944 |
Segment Reporting - Financial D
Segment Reporting - Financial Data for Business Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | ||||
Total Revenues | $ 393,485 | $ 554,890 | $ 813,725 | |
Retail cost of revenues | 323,219 | 344,592 | 615,225 | |
Less: | ||||
Net asset optimization revenue | (4,243) | (657) | 2,771 | |
Net, gain on non-trading derivative instruments | 21,200 | (23,386) | (67,749) | |
Current period settlements on non-trading derivatives | (15,692) | 37,729 | 42,820 | |
Retail gross margin | 132,534 | 196,473 | 220,740 | |
Total Assets | 355,276 | 366,667 | 422,968 | |
Goodwill | 120,343 | 120,343 | 120,343 | $ 120,343 |
Unusual or Infrequent Item, or Both, Net (Gain) Loss | (64,403) | 0 | 0 | |
Non-trading | ||||
Less: | ||||
Net, gain on non-trading derivative instruments | 22,130 | (23,439) | (67,955) | |
Current period settlements on non-trading derivatives | (15,752) | 37,921 | 42,944 | |
Operating Segments | Retail Electricity | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenues | 322,594 | 461,393 | 688,451 | |
Retail cost of revenues | 284,794 | 306,012 | 552,250 | |
Less: | ||||
Net asset optimization revenue | 0 | 0 | 0 | |
Retail gross margin | 96,009 | 143,233 | 160,540 | |
Total Assets | 1,527,456 | 2,906,139 | 2,524,884 | |
Goodwill | 117,813,000 | 117,813 | 117,813 | |
Unusual or Infrequent Item, or Both, Net (Gain) Loss | (64,403) | |||
Operating Segments | Retail Electricity | Non-trading | ||||
Less: | ||||
Net, gain on non-trading derivative instruments | 19,070 | (23,242) | (66,180) | |
Current period settlements on non-trading derivatives | (12,876) | 35,390 | 41,841 | |
Operating Segments | Retail Natural Gas | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenues | 75,134 | 94,154 | 122,503 | |
Retail cost of revenues | 38,425 | 38,580 | 62,975 | |
Less: | ||||
Net asset optimization revenue | 0 | 0 | 0 | |
Retail gross margin | 36,525 | 53,240 | 60,200 | |
Total Assets | 7,320 | 941,569 | 820,601 | |
Goodwill | 2,530 | 2,530 | 2,530 | |
Unusual or Infrequent Item, or Both, Net (Gain) Loss | 0 | |||
Operating Segments | Retail Natural Gas | Non-trading | ||||
Less: | ||||
Net, gain on non-trading derivative instruments | 3,060 | (197) | (1,775) | |
Current period settlements on non-trading derivatives | (2,876) | 2,531 | 1,103 | |
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenues | (4,243) | (657) | 2,771 | |
Retail cost of revenues | 0 | 0 | 0 | |
Less: | ||||
Net asset optimization revenue | (4,243) | (657) | 2,771 | |
Retail gross margin | 0 | 0 | 0 | |
Total Assets | 311,556 | 318,865 | 341,411 | |
Goodwill | 0 | 0 | 0 | |
Unusual or Infrequent Item, or Both, Net (Gain) Loss | 0 | |||
Corporate and Other | Non-trading | ||||
Less: | ||||
Net, gain 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 | (1,491,056) | (3,799,906) | (3,263,928) | |
Goodwill | 0 | 0 | 0 | |
Unusual or Infrequent Item, or Both, Net (Gain) Loss | 0 | |||
Eliminations | Non-trading | ||||
Less: | ||||
Net, gain on non-trading derivative instruments | 0 | 0 | 0 | |
Current period settlements on non-trading derivatives | $ 0 | $ 0 | $ 0 |
Customer Acquisitions (Details)
Customer Acquisitions (Details) - Residential Customer Equivalent $ in Millions | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2021kWh | May 31, 2021USD ($)kWh | Dec. 31, 2021USD ($)kWh | |
Asset Acquisition [Line Items] | |||
Residential customer equivalent (in kwh) | kWh | 50,000 | 45,000 | |
Payments to Acquire Productive Assets | $ 3.8 | ||
Asset acquisition, escrow deposit | 6.4 | ||
Asset Acquisition, Contingent Consideration, Period Of Contingency | 5 years | ||
Customer Relationships | |||
Asset Acquisition [Line Items] | |||
Payments to Acquire Productive Assets | 9.1 | ||
Starion Energy Inc. | |||
Asset Acquisition [Line Items] | |||
Residential customer equivalent (in kwh) | kWh | 56,900 | ||
Payments to Acquire Productive Assets | $ 11.5 | ||
Asset Acquisition, Related Holdbacks | 5.3 | ||
Reduction in Residential Customer Equivalents | $ 1.2 |
Equity Method Investment (Detai
Equity Method Investment (Details) - eREX Spark ¥ in Millions, $ in Millions | Oct. 31, 2019JPY (¥) | Oct. 31, 2019USD ($) | Dec. 31, 2019USD ($)director | Nov. 30, 2019USD ($) |
Schedule of Equity Method Investments [Line Items] | ||||
Payments to acquire equity method investment | ¥ 156.4 | $ 1.4 | ||
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 | $ | $ 8.4 | |||
Gian on disposal of investment | $ | $ 4.9 | |||
Board of director members' percentage | 25.00% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - $ / shares | Jan. 22, 2022 | Jan. 20, 2022 |
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 | $ 0.18125 |
Series A Preferred Stock | ||
Subsequent Event [Line Items] | ||
Quarterly cash dividend (in dollars per share) | $ 0.546875 |