Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 01, 2022 | |
Class of Stock [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
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 | 15,857,766 | |
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 $0.01 per share | |
Trading Symbol | VIASP | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 3,567,543 | |
Common Class B | ||
Class of Stock [Line Items] | ||
Entity Common Stock, Shares Outstanding | 20,000,000 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 40,403 | $ 68,899 |
Restricted cash | 1,948 | 6,421 |
Accounts receivable, net of allowance for doubtful accounts of $5,486 at September 30, 2022 and $2,368 at December 31, 2021 | 56,741 | 66,676 |
Accounts receivable—affiliates | 5,642 | 3,819 |
Inventory | 5,273 | 1,982 |
Fair value of derivative assets, net | 25,064 | 3,930 |
Customer acquisition costs, net | 2,847 | 946 |
Customer relationships, net | 4,469 | 8,523 |
Deposits | 6,491 | 6,664 |
Renewable energy credit asset | 20,730 | 14,691 |
Other current assets | 6,815 | 14,129 |
Total current assets | 176,423 | 196,680 |
Property and equipment, net | 4,880 | 4,261 |
Fair value of derivative assets, net | 1,504 | 340 |
Customer acquisition costs, net | 1,527 | 453 |
Customer relationships, net | 566 | 5,660 |
Deferred tax assets | 18,867 | 23,915 |
Goodwill | 120,343 | 120,343 |
Other assets | 4,044 | 3,624 |
Total assets | 328,154 | 355,276 |
Current liabilities: | ||
Accounts payable | 26,992 | 43,285 |
Accounts payable—affiliates | 431 | 491 |
Accrued liabilities | 13,560 | 19,303 |
Renewable energy credit liability | 12,370 | 13,548 |
Fair value of derivative liabilities, net | 2,166 | 4,158 |
Other current liabilities | 582 | 1,707 |
Total current liabilities | 56,101 | 82,492 |
Long-term liabilities: | ||
Fair value of derivative liabilities, net | 5,794 | 36 |
Long-term portion of Senior Credit Facility | 93,000 | 135,000 |
Subordinated debt—affiliates | 20,000 | 0 |
Other long-term liabilities | 36 | 109 |
Total liabilities | 174,931 | 217,637 |
Commitments and contingencies (Note 12) | ||
Series A Preferred Stock, par value $0.01 per share, 20,000,000 shares authorized, 3,567,543 shares issued and outstanding at September 30, 2022 and December 31, 2021 | 87,364 | 87,288 |
Stockholders' equity: | ||
Additional paid-in capital | 56,883 | 54,663 |
Accumulated other comprehensive loss | (40) | (40) |
Retained earnings | 3,222 | 776 |
Treasury stock, at cost, 144,594 shares at September 30, 2022 and December 31, 2021 | (2,406) | (2,406) |
Total stockholders' equity | 58,020 | 53,352 |
Non-controlling interest in Spark HoldCo, LLC | 7,839 | (3,001) |
Total equity | 65,859 | 50,351 |
Total liabilities, Series A Preferred Stock and Stockholders' equity | 328,154 | 355,276 |
Common Class A | ||
Stockholders' equity: | ||
Common stock | 160 | 158 |
Common Class B | ||
Stockholders' equity: | ||
Common stock | $ 201 | $ 201 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
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 | 3,567,543 |
Preferred stock, shares outstanding (in shares) | 3,567,543 | 3,567,543 |
Treasury stock, at cost (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) | 16,002,360 | 15,791,019 |
Common stock, shares outstanding (in shares) | 15,857,766 | 15,646,425 |
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 | 20,000,000 |
Common stock, shares outstanding (in shares) | 20,000,000 | 20,000,000 |
Trade Accounts Receivable | ||
Allowance for doubtful accounts | $ 5,486 | $ 2,368 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues: | ||||
Retail revenues | $ 117,187 | $ 98,267 | $ 343,592 | $ 293,721 |
Net asset optimization revenue (expense) | 1,672 | (288) | (480) | (542) |
Total Revenues | 118,859 | 97,979 | 343,112 | 293,179 |
Operating Expenses: | ||||
Retail cost of revenues | 102,212 | 40,298 | 232,621 | 198,642 |
General and administrative | 16,302 | 9,719 | 44,820 | 33,053 |
Depreciation and amortization | 3,270 | 5,049 | 13,390 | 16,498 |
Total Operating Expenses | 121,784 | 55,066 | 290,831 | 248,193 |
Operating (loss) income | (2,925) | 42,913 | 52,281 | 44,986 |
Other (expense) income: | ||||
Interest expense | (2,002) | (1,298) | (5,129) | (4,161) |
Interest and other income | 11 | 63 | 265 | 228 |
Total other expenses | (1,991) | (1,235) | (4,864) | (3,933) |
(Loss) income before income tax expense | (4,916) | 41,678 | 47,417 | 41,053 |
Income tax (benefit) expense | (48) | 7,021 | 8,726 | 9,160 |
Net (loss) income | (4,868) | 34,657 | 38,691 | 31,893 |
Less: Net (loss) income attributable to non-controlling interests | (3,987) | 19,774 | 21,981 | 14,158 |
Net (loss) income attributable to Via Renewables, Inc. stockholders | (881) | 14,883 | 16,710 | 17,735 |
Less: Dividend on Series A Preferred Stock | 2,026 | 1,951 | 5,677 | 5,853 |
Net (loss) income attributable to stockholders of Class A common stock, basic | (2,907) | 12,932 | 11,033 | 11,882 |
Net (loss) income attributable to stockholders of Class A common stock, diluted | $ (2,907) | $ 12,932 | $ 11,033 | $ 11,882 |
Net (loss) income attributable to Via Renewables, Inc. per share of Class A common stock | ||||
Basic (in dollars per share) | $ (0.18) | $ 0.83 | $ 0.70 | $ 0.79 |
Diluted (in dollars per share) | $ (0.18) | $ 0.82 | $ 0.70 | $ 0.79 |
Weighted average shares of Class A common stock outstanding | ||||
Basic (in shares) | 15,858 | 15,572 | 15,754 | 14,965 |
Diluted (in shares) | 15,858 | 15,686 | 15,863 | 15,099 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Total Stockholders' Equity | Treasury Stock | Accumulated Other Comprehensive Loss | Additional Paid-in Capital | Retained Earnings (Deficit) | Non-controlling Interest | Common Class A | Common Class A Common Stock | Common Class B | Common Class B Common Stock |
Balance at beginning of period (in shares) at Dec. 31, 2020 | 14,772,000 | 20,800,000 | |||||||||
Balance at beginning of period (in shares) at Dec. 31, 2020 | (144,000) | ||||||||||
Balance at beginning of period at Dec. 31, 2020 | $ 88,461 | $ 64,854 | $ (2,406) | $ (40) | $ 55,222 | $ 11,721 | $ 23,607 | $ 148 | $ 209 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock based compensation | 1,792 | 1,792 | 1,792 | ||||||||
Restricted stock unit vesting (in shares) | 145,000 | ||||||||||
Restricted stock unit vesting | (587) | (587) | (588) | $ 1 | |||||||
Consolidated net (loss) income | 31,893 | 17,735 | 17,735 | 14,158 | |||||||
Distributions paid to non-controlling unit holders | (13,811) | (13,811) | |||||||||
Dividends paid | (8,151) | (8,151) | (2,651) | (5,500) | |||||||
Dividends paid to Preferred Stockholders | (5,853) | (5,853) | (5,853) | ||||||||
Exchange of shares of Class B common stock to shares of Class A common stock (in shares) | 800,000 | (800,000) | |||||||||
Exchange of shares of Class B common stock to shares of Class A common stock | 0 | 320 | 320 | (320) | $ 8 | $ (8) | |||||
Changes in ownership interest | 0 | (544) | (544) | 544 | |||||||
Balance at end of period (in shares) at Sep. 30, 2021 | 15,717,000 | 20,000,000 | |||||||||
Balance at end of period (in shares) at Sep. 30, 2021 | (144,000) | ||||||||||
Balance at end of period at Sep. 30, 2021 | 93,744 | 69,566 | $ (2,406) | (40) | 53,551 | 18,103 | 24,178 | $ 157 | $ 201 | ||
Balance at beginning of period (in shares) at Jun. 30, 2021 | 14,917,000 | 20,800,000 | |||||||||
Balance at beginning of period (in shares) at Jun. 30, 2021 | (144,000) | ||||||||||
Balance at beginning of period at Jun. 30, 2021 | 67,096 | 58,784 | $ (2,406) | (40) | 52,878 | 7,994 | 8,312 | $ 149 | $ 209 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock based compensation | 389 | 389 | 389 | ||||||||
Consolidated net (loss) income | 34,657 | 14,883 | 14,883 | 19,774 | |||||||
Distributions paid to non-controlling unit holders | (3,624) | (3,624) | |||||||||
Dividends paid | (2,823) | (2,823) | (2,823) | ||||||||
Dividends paid to Preferred Stockholders | (1,951) | (1,951) | (1,951) | ||||||||
Exchange of shares of Class B common stock to shares of Class A common stock (in shares) | 800,000 | (800,000) | |||||||||
Exchange of shares of Class B common stock to shares of Class A common stock | 0 | 320 | 320 | (320) | $ 8 | $ (8) | |||||
Changes in ownership interest | 0 | (36) | (36) | 36 | |||||||
Balance at end of period (in shares) at Sep. 30, 2021 | 15,717,000 | 20,000,000 | |||||||||
Balance at end of period (in shares) at Sep. 30, 2021 | (144,000) | ||||||||||
Balance at end of period at Sep. 30, 2021 | 93,744 | 69,566 | $ (2,406) | (40) | 53,551 | 18,103 | 24,178 | $ 157 | $ 201 | ||
Balance at beginning of period (in shares) at Dec. 31, 2021 | 15,791,019 | 15,791,000 | 20,000,000 | 20,000,000 | |||||||
Balance at beginning of period (in shares) at Dec. 31, 2021 | (144,000) | ||||||||||
Balance at beginning of period at Dec. 31, 2021 | 50,351 | 53,352 | $ (2,406) | (40) | 54,663 | 776 | (3,001) | $ 158 | $ 201 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock based compensation | 2,478 | 2,478 | 2,478 | ||||||||
Restricted stock unit vesting (in shares) | 211,000 | ||||||||||
Restricted stock unit vesting | (469) | (469) | (471) | $ 2 | |||||||
Consolidated net (loss) income | 38,691 | 16,710 | 16,710 | 21,981 | |||||||
Distributions paid to non-controlling unit holders | (10,928) | (10,928) | |||||||||
Dividends paid | (8,587) | (8,587) | (8,587) | ||||||||
Dividends paid to Preferred Stockholders | (5,677) | (5,677) | (5,677) | ||||||||
Changes in ownership interest | 0 | 213 | 213 | (213) | |||||||
Balance at end of period (in shares) at Sep. 30, 2022 | 16,002,360 | 16,002,000 | 20,000,000 | 20,000,000 | |||||||
Balance at end of period (in shares) at Sep. 30, 2022 | (144,000) | ||||||||||
Balance at end of period at Sep. 30, 2022 | 65,859 | 58,020 | $ (2,406) | (40) | 56,883 | 3,222 | 7,839 | $ 160 | $ 201 | ||
Balance at beginning of period (in shares) at Jun. 30, 2022 | 16,002,000 | 20,000,000 | |||||||||
Balance at beginning of period (in shares) at Jun. 30, 2022 | (144,000) | ||||||||||
Balance at beginning of period at Jun. 30, 2022 | 78,632 | 63,366 | $ (2,406) | (40) | 56,447 | 9,004 | 15,266 | $ 160 | $ 201 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock based compensation | 621 | 621 | 621 | ||||||||
Consolidated net (loss) income | (4,868) | (881) | (881) | (3,987) | |||||||
Distributions paid to non-controlling unit holders | (3,625) | (3,625) | |||||||||
Dividends paid | (2,874) | (2,874) | (2,874) | ||||||||
Dividends paid to Preferred Stockholders | (2,027) | (2,027) | (2,027) | ||||||||
Changes in ownership interest | 0 | (185) | (185) | 185 | |||||||
Balance at end of period (in shares) at Sep. 30, 2022 | 16,002,360 | 16,002,000 | 20,000,000 | 20,000,000 | |||||||
Balance at end of period (in shares) at Sep. 30, 2022 | (144,000) | ||||||||||
Balance at end of period at Sep. 30, 2022 | $ 65,859 | $ 58,020 | $ (2,406) | $ (40) | $ 56,883 | $ 3,222 | $ 7,839 | $ 160 | $ 201 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Common Class A | ||||
Dividends paid (in dollars per share) | $ 0.18125 | $ 0.18125 | $ 0.54375 | $ 0.54375 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 38,691 | $ 31,893 |
Adjustments to reconcile net income to net cash flows provided by operating activities: | ||
Depreciation and amortization expense | 13,390 | 16,498 |
Deferred income taxes | 5,048 | 10,616 |
Stock based compensation | 2,590 | 2,012 |
Amortization of deferred financing costs | 919 | 792 |
Bad debt expense | 2,895 | 379 |
Gain on derivatives, net | (55,815) | (57,726) |
Current period cash settlements on derivatives, net | 35,922 | 6,050 |
Other | 43 | 0 |
Changes in assets and liabilities: | ||
Decrease in accounts receivable | 7,075 | 22,327 |
(Increase) decrease in accounts receivable—affiliates | (1,824) | 1,647 |
Increase in Inventory | (3,292) | (1,048) |
Increase in customer acquisition costs | (4,274) | (765) |
Decrease in prepaid and other current assets | 1,978 | 1,331 |
Decrease in intangible assets—customer acquisition | 0 | 27 |
(Increase) decrease in other assets | (722) | 577 |
Decrease in accounts payable and accrued liabilities | (19,771) | (16,920) |
Decrease in accounts payable—affiliates | (60) | (414) |
(Decrease) increase in other current liabilities | (1,475) | 1,525 |
Decrease in other non-current liabilities | (107) | (29) |
Net cash provided by operating activities | 21,211 | 18,772 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,940) | (2,170) |
Acquisition of Customers | (4,460) | (1,519) |
Net cash used in investing activities | (6,400) | (3,689) |
Cash flows from financing activities: | ||
Borrowings on notes payable | 229,000 | 575,000 |
Payments on notes payable | (271,000) | (545,000) |
Net borrowings on subordinated debt facility | 20,000 | 10,000 |
Restricted stock vesting | (663) | (833) |
Payment of dividends to Class A common stockholders | (8,587) | (8,151) |
Payment of distributions to non-controlling unitholders | (10,928) | (13,811) |
Payment of Preferred Stock dividends | (5,602) | (5,853) |
Net cash (used in) provided by financing activities | (47,780) | 11,352 |
(Decrease) Increase in Cash, cash equivalents and Restricted cash | (32,969) | 26,435 |
Cash, cash equivalents and Restricted cash—beginning of period | 75,320 | 71,684 |
Cash, cash equivalents and Restricted cash—end of period | 42,351 | 98,119 |
Non-cash items: | ||
Property and equipment purchase accrual | (8) | 287 |
Cash paid (received) during the period for: | ||
Interest | 3,347 | 3,143 |
Taxes | $ 280 | $ (5,076) |
Formation and Organization
Formation and Organization | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Formation and Organization | 1. Formation and Organization Organization |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) as it applies to interim financial statements. This information should be read along with our consolidated financial statements and notes contained in our annual report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”). Our unaudited condensed consolidated financial statements are presented on a consolidated basis and include all wholly-owned and controlled subsidiaries. We account for investments over which we have significant influence but not a controlling financial interest using the equity method of accounting. All significant intercompany transactions and balances have been eliminated in the unaudited condensed consolidated financial statements. In the opinion of the Company's management, the accompanying condensed 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. Use of Estimates and Assumptions The preparation of our condensed consolidated financial statements requires estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim financial statements and the reported amounts of revenues and expenses during the period. Actual results could materially differ from those estimates. Relationship with our Founder, Majority Shareholder, and Chief Executive Officer W. Keith Maxwell, III (our "Founder") is the Chief Executive Officer, a director 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. ERCOT Securitization Proceeds In June 2022, the Company received $9.6 million from ERCOT related to PURA Subchapter N Securitization financing. The Company accounted for the proceeds received as the recovery of costs of sales and services from a vendor under FASB ASC Topic 705, Cost of Sales and Services reflected as a reduction of retail cost of revenues within our consolidated statements of operations for the nine months ended September 30, 2022, as that is where the initial costs related to the impact of Winter Storm Uri were recorded. New Accounting Standards Recently Adopted There have been no changes to our significant accounting policies as disclosed in our 2021 Form 10-K, except as follows: In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 the London Interbank Offered Rate (“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 Series A Preferred Stock Certificate of Designations make reference to a LIBOR rate. We adopted ASU 2020-04 effective January 1, 2022 and the adoption did not have a material impact on our consolidated financial statements. Standards Being Evaluated/Standards Not Yet Adopted The Company considers the applicability and impact of all ASUs. New ASUs were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial statements. |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2022 | |
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, natural gas, and related services are recognized as the Company transfers the promised goods and services 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 twelve months. Customers are billed and generally 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 Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 Retail Electricity (a) Retail Natural Gas Total Reportable Segments Retail Electricity Retail Natural Gas Total Reportable Segments Primary markets (b) New England $ 31,366 $ 821 $ 32,187 $ 25,406 $ 748 $ 26,154 Mid-Atlantic 33,761 5,281 39,042 30,122 1,354 31,476 Midwest 12,165 1,617 13,782 12,473 1,367 13,840 Southwest 27,678 4,498 32,176 24,103 2,694 26,797 $ 104,970 $ 12,217 $ 117,187 $ 92,104 $ 6,163 $ 98,267 Customer type Commercial $ 12,560 $ 6,661 $ 19,221 $ 12,395 $ 2,076 $ 14,471 Residential 97,177 5,047 102,224 82,778 3,781 86,559 Unbilled revenue (c) (4,767) 509 (4,258) (3,069) 306 (2,763) $ 104,970 $ 12,217 $ 117,187 $ 92,104 $ 6,163 $ 98,267 Customer credit risk POR $ 63,444 $ 6,202 $ 69,646 $ 53,670 $ 2,151 $ 55,821 Non-POR 41,526 6,015 47,541 38,434 4,012 42,446 $ 104,970 $ 12,217 $ 117,187 $ 92,104 $ 6,163 $ 98,267 Reportable Segments Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 Retail Electricity (a) Retail Natural Gas Total Reportable Segments Retail Electricity Retail Natural Gas Total Reportable Segments Primary markets (b) New England $ 84,463 $ 7,331 $ 91,794 $ 73,045 $ 6,527 $ 79,572 Mid-Atlantic 89,304 32,396 121,700 81,981 18,032 100,013 Midwest 31,396 14,358 45,754 32,894 14,515 47,409 Southwest 70,138 14,206 84,344 54,628 12,099 66,727 $ 275,301 $ 68,291 $ 343,592 $ 242,548 $ 51,173 $ 293,721 Customer type Commercial $ 33,119 $ 37,854 $ 70,973 $ 38,782 $ 18,574 $ 57,356 Residential 246,662 36,392 283,054 213,440 39,911 253,351 Unbilled revenue (c) (4,480) (5,955) (10,435) (9,674) (7,312) (16,986) $ 275,301 $ 68,291 $ 343,592 $ 242,548 $ 51,173 $ 293,721 Customer credit risk POR $ 166,346 $ 41,147 $ 207,493 $ 145,924 $ 26,731 $ 172,655 Non-POR 108,955 27,144 136,099 96,624 24,442 121,066 $ 275,301 $ 68,291 $ 343,592 $ 242,548 $ 51,173 $ 293,721 (a) Retail Electricity includes Services (b) The primary markets include the following states: • New England - Connecticut, Maine, Massachusetts and New Hampshire; • Mid-Atlantic - Delaware, Maryland (including the District of Columbia), New Jersey, New York and Pennsylvania; • Midwest - Illinois, Indiana, Michigan and Ohio; and • Southwest - Arizona, California, Colorado, Florida, Nevada and Texas. (c) Unbilled revenue is recorded in total until it is actualized, at which time it is categorized between commercial and residential customers. We record gross receipts taxes on a gross basis in retail revenues and retail cost of revenues. During the three months ended September 30, 2022 and 2021, our retail revenues included gross receipts taxes of $0.4 million and $0.3 million, respectively, and our retail cost of revenues included gross receipts taxes of $1.4 million and $1.2 million, respectively. During the nine months ended September 30, 2022 and 2021, our retail revenues included gross receipts taxes of $1.0 million and $0.8 million, respectively, and our retail cost of revenues included gross receipts taxes of $4.0 million and $3.4 million, respectively. Accounts receivables and Allowance for Credit Losses 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 macro-economic 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. A rollforward of our allowance for credit losses for the nine months ended September 30, 2022 are presented in the table below (in thousands): Balance at December 31, 2021 $ (2,368) Current period bad debt provision (2,895) Write-offs 2 Recovery of previous write-offs (225) Balance at September 30, 2022 $ (5,486) |
Equity
Equity | 9 Months Ended |
Sep. 30, 2022 | |
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 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 September 30, 2022 and December 31, 2021, respectively. The Company Affiliated Owners September 30, 2022 44.45 % 55.55 % December 31, 2021 44.12 % 55.88 % The following table summarizes the portion of net income and income tax expense attributable to non-controlling interest (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net (loss) income allocated to non-controlling interest $ (3,909) $ 21,959 $ 23,432 $ 18,884 Income tax expense allocated to non-controlling interest 78 2,185 1,451 4,726 Net (loss) income attributable to non-controlling interest $ (3,987) $ 19,774 $ 21,981 $ 14,158 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 nine months ended September 30, 2022, we paid $8.6 million in dividends to the holders of the Company's Class A common stock. This dividend represented a quarterly rate of $0.18125 per share on each share of Class A common stock. 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 nine months ended September 30, 2022, Spark HoldCo made corresponding distributions of $10.8 million to our non-controlling interest holders. 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 per share for the three and nine months ended September 30, 2022 and 2021 (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net (loss) income attributable to Via Renewables, Inc. stockholders $ (881) $ 14,883 $ 16,710 $ 17,735 Less: Dividend on Series A Preferred Stock 2,026 1,951 5,677 5,853 Net (loss) income attributable to stockholders of Class A common stock $ (2,907) $ 12,932 $ 11,033 $ 11,882 Basic weighted average Class A common shares outstanding 15,858 15,572 15,754 14,965 Basic (loss) income per share attributable to stockholders $ (0.18) $ 0.83 $ 0.70 $ 0.79 Net (loss) income attributable to stockholders of Class A common stock $ (2,907) $ 12,932 $ 11,033 $ 11,882 Diluted net (loss) income attributable to stockholders of Class A common stock $ (2,907) $ 12,932 $ 11,033 $ 11,882 Basic weighted average Class A common shares outstanding 15,858 15,572 15,754 14,965 Effect of dilutive restricted stock units — 114 109 134 Diluted weighted average shares outstanding 15,858 15,686 15,863 15,099 Diluted (loss) income per share attributable to stockholders $ (0.18) $ 0.82 $ 0.70 $ 0.79 The computation of diluted earnings per share for the three and nine months ended September 30, 2022 and 2021, respectively, excludes 20.0 million shares of Class B common stock because the effect of their conversion was antidilutive. The Company's outstanding shares of Series A Preferred Stock were not included in the calculation of diluted earnings per share because they contain only contingent redemption provisions that have not occurred. Variable Interest Entity Spark HoldCo is a variable interest entity due to its lack of rights to participate in significant financial and operating decisions and its inability to dissolve or otherwise remove its management. Spark HoldCo owns all of the outstanding membership interests in each of our operating subsidiaries except VES. We are the sole managing member of Spark HoldCo, manage Spark HoldCo's operating subsidiaries through this managing membership interest, and are considered the primary beneficiary of Spark HoldCo. The assets of Spark HoldCo cannot be used to settle our obligations except through distributions to us, and the liabilities of Spark HoldCo cannot be settled by us except through contributions to Spark HoldCo. The following table includes the carrying amounts and classification of the assets and liabilities of Spark HoldCo that are included in our condensed consolidated balance sheet as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Assets Current assets: Cash and cash equivalents $ 39,977 $ 68,703 Accounts receivable 56,651 66,676 Other current assets 76,567 56,392 Total current assets 173,195 191,771 Non-current assets: Goodwill 120,343 120,343 Other assets 14,622 16,758 Total non-current assets 134,965 137,101 Total Assets $ 308,160 $ 328,872 Liabilities Current liabilities: Accounts payable and accrued liabilities $ 40,230 $ 62,538 Other current liabilities 47,678 49,328 Total current liabilities 87,908 111,866 Long-term liabilities: Long-term portion of Senior Credit Facility 93,000 135,000 Subordinated debt — affiliate 20,000 — Other long-term liabilities 5,830 145 Total long-term liabilities 118,830 135,145 Total Liabilities $ 206,738 $ 247,011 |
Preferred Stock
Preferred Stock | 9 Months Ended |
Sep. 30, 2022 | |
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 accrued dividends at an annual percentage rate of 8.75% through April 14, 2022. The floating rate period for the Series A Preferred Stock began on 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 as of the applicable determination date and (b) 6.578%, based on the $25.00 liquidation preference per share of the Series A Preferred Stock. The liquidation preference provisions of the Series A Preferred Stock are considered contingent redemption provisions because there are rights granted to the holders of the Series A Preferred Stock that are not solely within our control upon a change in control of the Company. Accordingly, the Series A Preferred Stock is presented between liabilities and the equity sections in the accompanying condensed consolidated balance sheets. As of April 15, 2022, we have the option to redeem our Series A Preferred Stock. During the three and nine months ended September 30, 2022, we paid $1.7 million and $5.6 million in dividends to holders of the Series A Preferred Stock. As of September 30, 2022, we had accrued $2.0 million related to dividends to holders of the Series A Preferred Stock. This dividend was paid on October 17, 2022. A summary of our preferred equity balance for the nine months ended September 30, 2022 is as follows: (in thousands) Balance at December 31, 2021 $ 87,288 Accumulated dividends on Series A Preferred Stock 76 Balance at September 30, 2022 $ 87,364 |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2022 | |
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 condensed consolidated balance sheets when the derivative instruments are executed with the same counterparty under a master netting arrangement. Our derivative contracts include transactions that are executed both on an exchange and centrally cleared, as well as over-the-counter, bilateral contracts that are transacted directly with third parties. To the extent we have paid or received collateral related to the derivative assets or liabilities, such amounts would be presented net against the related derivative asset or liability’s fair value. As of September 30, 2022 and December 31, 2021, we offset zero and $0.5 million, respectively, in collateral to net against the related derivative asset and 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 September 30, 2022 December 31, 2021 Natural Gas MMBtu 4,090 3,862 Electricity MWh 1,891 1,785 Trading Commodity Notional September 30, 2022 December 31, 2021 Natural Gas MMBtu 2,076 1,536 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): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (Loss) gain on non-trading derivatives, net $ (1,413) $ 32,262 $ 54,570 $ 58,214 (Loss) gain on trading derivatives, net (232) (464) 1,245 (488) (Loss) gain on derivatives, net (1,645) 31,798 55,815 57,726 Current period settlements on non-trading derivatives $ (14,068) $ (5,660) $ (36,067) $ (6,054) Current period settlements on trading derivatives (10) — 145 4 Total current period settlements on derivatives $ (14,078) $ (5,660) $ (35,922) $ (6,050) Gains (losses) on trading derivative instruments are recorded in net asset optimization revenues and gains (losses) on non-trading derivative instruments are recorded in retail cost of revenues on the condensed consolidated statements of operations. Fair Value of Derivative Instruments The following tables summarize the fair value and offsetting amounts of our derivative instruments by counterparty and collateral received or paid (in thousands): September 30, 2022 Description Gross Assets Gross Net Assets Cash Net Amount Non-trading commodity derivatives $ 48,611 $ (24,419) $ 24,192 $ — $ 24,192 Trading commodity derivatives 2,600 (1,728) 872 — 872 Total Current Derivative Assets 51,211 (26,147) 25,064 — 25,064 Non-trading commodity derivatives 2,436 (932) 1,504 — 1,504 Total Non-current Derivative Assets 2,436 (932) 1,504 — 1,504 Total Derivative Assets $ 53,647 $ (27,079) $ 26,568 $ — $ 26,568 Description Gross Gross Net Cash Net Amount Non-trading commodity derivatives $ (7,430) $ 5,393 $ (2,037) $ — $ (2,037) Trading commodity derivatives (141) 12 (129) — (129) Total Current Derivative Liabilities (7,571) 5,405 (2,166) — (2,166) Non-trading commodity derivatives (7,679) 2,072 (5,607) — (5,607) Trading commodity derivatives (507) 320 (187) — (187) Total Non-current Derivative Liabilities (8,186) 2,392 (5,794) — (5,794) Total Derivative Liabilities $ (15,757) $ 7,797 $ (7,960) $ — $ (7,960) 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) |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 7. Property and Equipment Property and equipment consist of the following (in thousands): Estimated useful September 30, 2022 December 31, 2021 Information technology 2 – 5 $ 7,598 $ 6,534 Furniture and fixtures 2 – 5 20 957 Total 7,618 7,491 Accumulated depreciation (2,738) (3,230) Property and equipment—net $ 4,880 $ 4,261 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 September 30, 2022 and December 31, 2021, information technology includes $1.8 million and $0.2 million, respectively, of costs associated with assets not yet placed into service. Depreciation expense recorded in the condensed consolidated statements of operations was $0.4 million and $0.4 million, respectively, for the three months ended September 30, 2022 and 2021 and $1.3 million and $1.3 million for the nine months ended September 30, 2022 and 2021, respectively. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 8. Intangible Assets Goodwill, customer relationships and trademarks consist of the following amounts (in thousands): September 30, 2022 December 31, 2021 Goodwill $ 120,343 $ 120,343 Customer relationships—Acquired Cost $ 5,026 $ 46,552 Accumulated amortization (4,524) (41,120) Customer relationships — Acquired $ 502 $ 5,432 Customer relationships—Other Cost $ 7,886 $ 15,955 Accumulated amortization (3,353) (7,204) Customer relationships — Other, net $ 4,533 $ 8,751 Trademarks Cost $ 4,041 $ 7,040 Accumulated amortization (1,111) (3,508) Trademarks, net $ 2,930 $ 3,532 Changes in goodwill, customer relationships and trademarks consisted of the following (in thousands): Goodwill Customer Relationships — Acquired Customer Relationships — Other Trademarks Balance at December 31, 2021 $ 120,343 $ 5,432 $ 8,751 $ 3,532 Additions — — 1,092 — Amortization — (4,930) (5,310) (602) Balance at September 30, 2022 $ 120,343 $ 502 $ 4,533 $ 2,930 During the nine months ended September 30, 2022, the Company changed the estimated average life for Customer Relationships – Other from three years to eighteen months, resulting in approximately $0.9 million of additional amortization recorded in the nine months ended September 30, 2022. Estimated future amortization expense for customer relationships and trademarks at September 30, 2022 is as follows (in thousands): Year ending December 31, 2022 (remaining three months) $ 2,139 2023 2,921 2024 746 2025 543 2026 404 > 5 years 1,212 Total $ 7,965 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 9. Debt Debt consists of the following amounts as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Long-term debt: Senior Credit Facility (1) (2) $ 93,000 $ 135,000 Subordinated Debt 20,000 — Total long-term debt 113,000 135,000 Total debt $ 113,000 $ 135,000 (1) As of September 30, 2022 and December 31, 2021, the weighted average interest rate on the Senior Credit Facility was 5.76% and 3.24%, respectively. (2) As of September 30, 2022 and December 31, 2021, we had $34.9 million and $27.7 million in letters of credit issued, respectively. Capitalized financing costs associated with our Senior Credit Facility were $2.3 million and $1.8 million as of September 30, 2022 and December 31, 2021, respectively. Of these amounts, $0.8 million and $1.0 million are recorded in other current assets, and $1.5 million and $0.8 million are recorded in other non-current assets in the condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021, respectively. Interest expense consists of the following components for the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Senior Credit Facility $ 1,270 $ 678 $ 2,849 $ 1,950 Letters of credit fees and commitment fees 504 351 1,266 1,088 Amortization of deferred financing costs 206 275 919 792 Other 22 (6) 95 331 Interest Expense $ 2,002 $ 1,298 $ 5,129 $ 4,161 Prior Senior Credit Facility The Company, as guarantor, and Spark HoldCo and each subsidiary of Spark HoldCo party thereto were previously party to a senior secured revolving credit facility, dated May 19, 2017 (as amended, the “Prior Senior Credit Facility”), which included a senior secured revolving facility up to $227.5 million. The Prior Senior Credit Facility had a maturity date of October 13, 2023. The outstanding balances under the Prior Senior Credit Facility were paid in full on June 30, 2022 and it was terminated upon execution of the Company's new Senior Credit Facility. Senior Credit Facility On June 30, 2022, the Company and Spark HoldCo, and together with certain subsidiaries of the Company and Spark Holdco, (the “Co-Borrowers”) entered into a Credit Agreement (the “Credit Agreement”). The Credit Agreement provides for a senior secured credit facility (the “Senior Credit Facility”), which allows the Co-Borrowers to borrow up to $195.0 million on a revolving basis. The Senior Credit Facility provides for working capital loans, loans to fund acquisitions, swingline loans and letters of credit. The Senior Credit Facility expires on June 30, 2025, and all amounts outstanding thereunder are payable on the expiration date. Borrowings under the Senior Credit Facility bear interest at the following rates depending on the classification of the borrowing and provided further that at no time shall the interest rate be less than four percent (4.0%) per annum: • The Base Rate (a rate per annum equal to the greatest of (a) the prime rate, (b) the Federal Funds Rate plus ½ of 1% and (c) Term Secured Overnight Financing Rate ("SOFR") for a one month tenor plus 1.0%, provided, that the Base Rate shall not at any time be less than 0%), plus an applicable margin of 3.25% to 4.50% depending on the type of borrowing and the average outstanding amount of loans and letters of credit under the Credit Agreement at the end of the prior fiscal quarter; • The Term SOFR (a rate equal to the forward looking secured overnight financing rate published by the SOFR administrator on the website of the Federal Reserve Bank of New York or any successor source with either a comparable tenor (for any calculation with respect to a SOFR loan) or a one month tenor (for any calculation with respect to a Base Rate loan)), plus an applicable margin of 3.25% to 4.50% depending on the type of borrowing and the average outstanding amount of loans and letters of credit under the Credit Agreement at the end of the prior fiscal quarter; or • The Daily Simple SOFR (a rate equal to the forward looking secured overnight financing rate published by the SOFR administrator on the website of the Federal Reserve Bank of New York or any successor source and applied on a daily basis by the Agent in accordance with rate recommendations for daily loans), plus an applicable margin of 3.25% to 4.50% depending on the type of borrowing and the average outstanding amount of loans and letters of credit under the Credit Agreement at the end of the prior fiscal quarter, plus a liquidity premium added by the Agent to each borrowing. The Co-Borrowers are required to pay a non-utilization 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 administrative agency fee, an arrangement fee and letter of credit fees. The Credit Agreement contains covenants that, among other things, require the maintenance of specified ratios or conditions including: • Minimum Fixed Charge Coverage Ratio. The Company must maintain a minimum fixed charge coverage ratio of not less than 1.10 to 1.00. The Minimum Fixed Charge Coverage Ratio is defined as the ratio of (a) Adjusted EBITDA to (b) the sum of, among other things, consolidated interest expense, letter of credit fees, non-utilization fees, earn-out payments, certain restricted payments, taxes, and payments made on or after July 31, 2020 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 September 30, 2022 was 1.21 to 1.00. • Maximum Total Leverage Ratio. The Company must maintain a ratio of (x) the sum of all consolidated indebtedness (excluding eligible subordinated debt and letter of credit obligations), plus (y) gross amounts reserved for civil and regulatory liabilities identified filings with the Securities and Exchange Commission, to Adjusted EBITDA of no more than 2.50 to 1.00. Our Maximum Total Leverage Ratio as of September 30, 2022 was 2.02 to 1.00. • Maximum Senior Secured Leverage Ratio. The Company must maintain a Senior Secured Leverage Ratio of no more than 2.00 to 1.00. The Senior Secured Leverage Ratio is defined as the ratio of (a) all consolidated indebtedness 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 but excluding eligible subordinated debt and letter of credit obligations) to (b) Adjusted EBITDA for the most recent twelve month period then ended. Our Maximum Senior Secured Leverage Ratio as of September 30, 2022 was 1.83 to 1.00. As of September 30, 2022, the Company was in compliance with financial covenants under the Senior Credit Facility. The Company has experienced compressed gross profit due to an extreme elevation of commodity costs during 2022, impacting calculated Adjusted EBITDA, a primary component of the financial covenants described above. The Company is actively working to manage the expected impact of continued gross profit compression due to elevated commodity costs on financial covenant compliance. Maintaining compliance with our covenants under our Senior Credit Facility may impact our ability to pay dividends on our Class A common stock and Series A Preferred Stock. The Credit Agreement contains various customary affirmative covenants that require, among other things, the Company to maintain insurance, pay its obligations and comply with law. The Credit Agreement also contains customary negative covenants that limit the Company's ability to, among other things, incur certain additional indebtedness, grant certain liens, engage in certain asset dispositions, merge or consolidate, make certain payments, distributions and dividends, investments, acquisitions or loans, materially modify certain agreements, and enter into transactions with affiliates. The Senior Credit Facility is secured by pledges of the equity of the portion of Spark HoldCo owned by the Company, 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 intellectual property assets, accounts receivable, inventory and liquid investments, and control agreements relating to bank accounts. The Company is entitled to pay cash dividends to the holders of its 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 do not exceed the borrowing base limits. The Credit Agreement 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, beneficially own at least fifty-one percent (51%) of the Company’s outstanding Class A common stock and Class B common stock on a combined basis, 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 The Company maintains 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 allows the Company to draw advances in increments of no less than $1.0 million per advance up to $25.0 million through January 31, 2026. Borrowings are at the discretion of Retailco. Advances thereunder accrue interest at an annual rate equal to the prime rate as published by the Wall Street Journal plus two percent (2.0%) from the date of the advance. The Company has 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. The Company may pay interest and prepay principal on the Subordinated Debt Facility so long it is in compliance with the covenants under the Senior Credit Facility, is not in default under the Senior Credit Facility and has minimum availability of $5.0 million under the borrowing base under the Senior Credit Facility. Payment of principal and interest under the Subordinated Debt Facility is accelerated upon the occurrence of certain change of control or sale transactions. As of September 30, 2022, and December 31, 2021, there were $20.0 million and zero, respectively, of outstanding borrowings under the Subordinated Debt Facility. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
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. As the fair value hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable data (Level 3), the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. These levels can change over time. In some cases, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. In these cases, the lowest level input that is significant to a fair value measurement in its entirety determines the applicable level in the fair value hierarchy. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following tables present assets and liabilities measured and recorded at fair value in our condensed consolidated balance sheets on a recurring basis by and their level within the fair value hierarchy (in thousands): Level 1 Level 2 Level 3 Total September 30, 2022 Non-trading commodity derivative assets $ 4,089 $ 21,607 $ — $ 25,696 Trading commodity derivative assets 1 871 — 872 Total commodity derivative assets $ 4,090 $ 22,478 $ — $ 26,568 Non-trading commodity derivative liabilities $ — $ (7,644) $ — $ (7,644) Trading commodity derivative liabilities — (316) — (316) Total commodity derivative liabilities $ — $ (7,960) $ — $ (7,960) 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) We had no transfers of assets or liabilities between any of the above levels during the nine months ended September 30, 2022 and the year ended December 31, 2021. Our derivative contracts include exchange-traded contracts valued utilizing readily available quoted market prices and non-exchange-traded contracts valued using market price quotations available through brokers or over-the-counter and on-line exchanges. In addition, in determining the fair value of our derivative contracts, we apply a credit risk valuation adjustment to reflect credit risk, which is calculated based on our or the counterparty’s historical credit risks. As of September 30, 2022 and December 31, 2021, the credit risk valuation adjustment was a reduction of derivative assets and liabilities, net of $0.1 million and $0.1 million, respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes Income Taxes We and our subsidiaries, CenStar and Verde Energy USA, Inc. ("Verde Corp"), are each subject to U.S. federal income tax as corporations. CenStar and Verde Corp file consolidated tax returns in jurisdictions that allow combined reporting. Spark HoldCo and its subsidiaries, with the exception of CenStar and Verde Corp, are treated as flow-through entities for U.S. federal income tax purposes and, as such, are generally not subject to U.S. federal income tax at the entity level. Rather, the tax liability with respect to their taxable income is passed through to their members or partners. Accordingly, we are subject to U.S. federal income taxation on our allocable share of Spark HoldCo’s net U.S. taxable income. In our financial statements, we report federal and state income taxes for our share of the partnership income attributable to our ownership in Spark HoldCo and for the income taxes attributable to CenStar and Verde Corp. Net income attributable to non-controlling interest includes the provision for income taxes related to CenStar and Verde Corp. We account for income taxes using the 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. We periodically assess whether it is more likely than not that we will generate sufficient taxable income to realize our deferred income tax assets. In making this determination, we consider all available positive and negative evidence and make certain assumptions. We consider, among other things, our deferred tax liabilities, the overall business environment, our historical earnings and losses, current industry trends, and our outlook for future years. We believe it is more likely than not that our deferred tax assets will be utilized, and accordingly have not recorded a valuation allowance on these assets. As of September 30, 2022, we had a net deferred tax asset of $18.9 million, due in large part to the original step up in tax basis resulting from the initial purchase of Spark HoldCo units from NuDevco Retail and NuDevco Retail Holdings (predecessor to Retailco) in connection with our initial public offering. The effective U.S. federal and state income tax rate for the three months ended September 30, 2022 and 2021 was 1.0% and 16.8%, respectively. The effective U.S. federal and state income tax rate for the nine months ended September 30, 2022 and 2021 was 18.4% and 22.3%, respectively. The effective tax rate for the three and nine months ended September 30, 2022 differed from the U.S. federal statutory tax rate of 21% primarily due to state taxes and the benefit provided from Spark HoldCo operating as a limited liability company, which is treated as a partnership for federal and state income tax purposes and is not subject to federal and state income taxes. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. 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 has settled these matters and has received preliminary approval of the class action settlement from the United States District Court for the District of New Jersey. The class claim period closes November 12, 2022, and the final approval hearing for the settlement is scheduled for December 1, 2022. On January 14, 2021, Glikin, et al. 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 is vigorously defending 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 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 have increased scrutiny on retail energy providers, across all industry providers. We are subject to regular regulatory inquiries, 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, the Connecticut Public Utilities Regulatory Authority (“PURA”) initiated review of two of the Company's brands in Connecticut, Spark and Verde, focusing on marketing, billing and enrollment practices. The Company has cooperated with PURA's requests to review Spark and Verde practices in Connecticut. On August 11, 2022, PURA and the Connecticut Office of Consumer Counsel (“OCC”) issued to Verde a Notice of Violation and Assessment of Civil Penalty (“NOV”) in which it stated it had reason to believe Verde violated certain Connecticut electric supplier marketing laws. The NOV proposed to assess civil penalties, require Verde to pay restitution to certain customers, and would suspend Verde’s license. The parties worked cooperatively to settle this matter and on October 13, 2022, PURA approved a settlement agreement with the Company in which the Company agreed to pay $1.5 million to be donated to certain Connecticut consumers designated as “financial hardship customers” and agreed to voluntarily leave the Connecticut market, with the ability to return in the future upon reapplication. 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. The Company has responded to the complaint. Given the current early stage of this regulatory matter, we cannot predict the outcome of this case at this time. 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. The settlement was approved by the Public Utility Commission on September 15, 2022. 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 2018 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. |
Transactions with Affiliates
Transactions with Affiliates | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Transactions with Affiliates | 13. 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 and pay an affiliate to perform telemarketing activities. We present receivables and payables with the same affiliate on a net basis in the condensed consolidated balance sheets as all affiliate activity is with parties under common control. Affiliated transactions include certain services to the affiliated companies associated with employee benefits provided through our benefit plans, insurance plans, leased office space, administrative salaries, due diligence work, recurring management consulting, and accounting, tax, legal, or technology services. Amounts billed are based on the services provided, departmental usage, or headcount, which are considered reasonable by management. As such, the accompanying condensed consolidated financial statements include costs that have been incurred by us and then directly billed or allocated to affiliates, as well as costs that have been incurred by our affiliates and then directly billed or allocated to us, and are recorded net in general and administrative expense on the condensed consolidated statements of operations with a corresponding accounts receivable—affiliates or accounts payable—affiliates, respectively, recorded in the condensed consolidated balance sheets. Transactions with affiliates for sales or purchases of natural gas and electricity are recorded in retail revenues, retail cost of revenues, and net asset optimization revenues in the condensed consolidated statements of operations with a corresponding accounts receivable—affiliate or accounts payable—affiliate are recorded in the condensed consolidated balance sheets. The following tables presents asset and liability balances with affiliates (in thousands): September 30, 2022 December 31, 2021 Assets Accounts Receivable - affiliates $ 5,642 $ 3,819 Total Assets - affiliates $ 5,642 $ 3,819 September 30, 2022 December 31, 2021 Liabilities Accounts Payable - affiliates $ 431 $ 491 Subordinated Debt - affiliates (1) 20,000 — Total Liabilities - affiliates $ 20,431 $ 491 (1) 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, subject to Retailco’s discretion. Advances thereunder accrue interest at an annual rate equal to the prime rate as published by the Wall Street Journal plus two percent (2.0%) from the date of the advance. See Note 9 "Debt" for a further description of terms and conditions of the Subordinated Debt Facility. The following table presents revenues and cost of revenues recorded in net asset optimization revenue associated with affiliates for the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue NAO - affiliates $ 739 $ 249 $ 2,316 $ 818 Less: Cost of Revenue NAO - affiliates 110 — 143 5 Net NAO - affiliates $ 629 $ 249 $ 2,173 $ 813 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 was $0.1 million and $(0.6) million for the three months ended September 30, 2022 and 2021, respectively. The total net amount direct billed and allocated to/(from) affiliates was $1.7 million and $(0.3) million for the nine months ended September 30, 2022 and 2021, respectively. The Company would have incurred incremental costs of $0.4 million and $0.4 million for the three months ended September 30, 2022 and 2021, respectively, operating on a stand-alone basis. The Company would have incurred incremental costs of $1.2 million and $1.0 million for the nine months ended September 30, 2022 and 2021, respectively, operating on a stand-alone basis. General and administrative costs of zero and zero were recorded for the three months ended September 30, 2022 and 2021, respectively and zero and $0.1 million for the nine months ended September 30, 2022 and 2021, respectively. The general and administrative costs relate to telemarketing activities performed by an affiliate. Distributions to and Contributions from Affiliates During three months ended September 30, 2022 and 2021, Spark HoldCo made distributions to affiliates of our Founder of $3.6 million and $3.6 million, respectively, for the payments of quarterly distribution on their respective Spark HoldCo units. During each of the three months ended September 30, 2022 and 2021, Spark HoldCo made no distributions to these affiliates for gross-up distributions, in connection with distributions made between Spark HoldCo and Via Renewables, Inc. for payment of income taxes incurred by us. During the nine months ended September 30, 2022 and 2021, Spark HoldCo made distributions to affiliates of our Founder of $10.8 million and $11.2 million, respectively, for the payments of quarterly distribution on their respective Spark HoldCo units. During the nine months ended September 30, 2022 and 2021, Spark HoldCo also made distributions to these affiliates for gross-up distributions of $0.1 million and $2.6 million, respectively, in connection with distributions made between Spark HoldCo and Via Renewables, Inc. for payment of income taxes incurred by us. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | 14. 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, and related services. The retail natural gas segment consists of natural gas sales to, and natural gas transportation and distribution for, residential and commercial customers. Corporate and other consists of expenses and assets of the retail electricity and natural gas segments that are managed at a consolidated level such as general and administrative expenses. Asset optimization activities are also included in Corporate and other. For the three months ended September 30, 2022 and 2021, we recorded asset optimization revenues of $22.6 million and $9.6 million and asset optimization cost of revenues of $20.9 million and $9.9 million, respectively, and for the nine months ended September 30, 2022 and 2021, we recorded asset optimization revenues of $68.4 million and $43.1 million and asset optimization cost of revenues of $68.9 million and $43.6 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. We define retail gross margin as gross profit less (i) net asset optimization (expenses) revenues, (ii) net (losses) gains on non-trading derivative instruments, (iii) net current period cash settlements on non-trading derivative instruments, and (iv) gains (losses) from non-recurring events (including non-recurring market volatility). We deduct net (losses) gains on non-trading derivative instruments, excluding current period cash settlements, from the retail gross margin calculation in order to remove the non-cash impact of net gains and losses on these derivative instruments. We deduct net gains (losses) from non-recurring events (including non-recurring market volatility) to ensure retail gross margin reflects operating performance that is not distorted by non-recurring events or extreme market volatility. Retail gross margin should not be considered an alternative to, or more meaningful than, gross profit, its most directly comparable financial measure calculated and presented in accordance with GAAP. Below is a reconciliation of retail gross margin to gross profit (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Reconciliation of Retail Gross Margin to Gross Profit Total Revenue $ 118,859 $ 97,979 $ 343,112 $ 293,179 Less: Retail cost of revenues 102,212 40,298 232,621 198,642 Gross Profit 16,647 57,681 110,491 94,537 Less: Net asset optimization revenue (expense) 1,672 (288) (480) (542) Net, (loss) gain on non-trading derivative instruments (1,413) 32,262 54,570 58,214 Net, Cash settlements on non-trading derivative instruments (14,068) (5,660) (36,067) (6,054) Non-recurring event - Winter Storm Uri — 497 9,565 (64,403) Retail Gross Margin $ 30,456 $ 30,870 $ 82,903 $ 107,322 Financial data for business segments are as follows (in thousands): Three Months Ended September 30, 2022 Retail Retail Corporate Eliminations Consolidated Total revenues $ 104,970 $ 12,217 $ 1,672 $ — $ 118,859 Retail cost of revenues 92,816 9,396 — — 102,212 Gross Profit $ 12,154 $ 2,821 $ 1,672 $ — $ 16,647 Less: Net asset optimization revenue — — 1,672 — 1,672 Net, (loss) gain on non-trading derivative instruments (5,290) 3,877 — — (1,413) Current period settlements on non-trading derivatives (11,063) (3,005) — — (14,068) Retail Gross Margin $ 28,507 $ 1,949 $ — $ — $ 30,456 Total Assets at September 30, 2022 $ 1,743,817 $ 84,612 $ 314,672 $ (1,814,947) $ 328,154 Goodwill at September 30, 2022 $ 117,813 $ 2,530 $ — $ — $ 120,343 (a) Retail Electricity includes related services. Three Months Ended September 30, 2021 Retail Retail Corporate Eliminations Consolidated Total revenues $ 92,104 $ 6,163 $ (288) $ — $ 97,979 Retail cost of revenues 41,035 (737) — — 40,298 Gross Profit $ 51,069 $ 6,900 $ (288) $ — $ 57,681 Less: Net asset optimization expense — — (288) — (288) Net, gain on non-trading derivative instruments 27,558 4,704 — — 32,262 Current period settlements on non-trading derivatives (5,199) (461) — — (5,660) Non-recurring event - Winter Storm Uri 497 — — — 497 Retail Gross Margin $ 28,213 $ 2,657 $ — $ — $ 30,870 Total Assets at December 31, 2021 $ 1,527,456 $ 7,320 $ 311,556 $ (1,491,056) $ 355,276 Goodwill at December 31, 2021 $ 117,813 $ 2,530 $ — $ — $ 120,343 Nine Months Ended September 30, 2022 Retail Retail Corporate Eliminations Consolidated Total revenues $ 275,301 $ 68,291 $ (480) $ — $ 343,112 Retail cost of revenues 189,092 43,529 — — 232,621 Gross Profit $ 86,209 $ 24,762 $ (480) $ — $ 110,491 Less: Net asset optimization expense — — (480) — (480) Net gain on non-trading derivatives 42,557 12,013 — — 54,570 Current period settlements on non-trading derivatives (28,317) (7,750) — — (36,067) Non-recurring event - Winter Storm Uri 9,565 — — — 9,565 Retail Gross Margin $ 62,404 $ 20,499 $ — $ — $ 82,903 Total Assets at September 30, 2022 $ 1,743,817 $ 84,612 $ 314,672 $ (1,814,947) $ 328,154 Goodwill at September 30, 2022 $ 117,813 $ 2,530 $ — $ — $ 120,343 Nine Months Ended September 30, 2021 Retail Retail Corporate Eliminations Consolidated Total revenues $ 242,548 $ 51,173 $ (542) $ — $ 293,179 Retail cost of revenues 179,762 18,880 — — 198,642 Gross Profit $ 62,786 $ 32,293 $ (542) $ — $ 94,537 Less: Net asset optimization expense — — (542) — (542) Net gain on non-trading derivatives 51,957 6,257 — — 58,214 Current period settlements on non-trading derivatives (5,246) (808) — — (6,054) Non-recurring event - Winter Storm Uri (64,403) — — — (64,403) Retail Gross Margin $ 80,478 $ 26,844 $ — $ — $ 107,322 Total Assets at December 31, 2021 $ 1,527,456 $ 7,320 $ 311,556 $ (1,491,056) $ 355,276 Goodwill at December 31, 2021 $ 117,813 $ 2,530 $ — $ — $ 120,343 |
Customer Acquisitions
Customer Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Customer Acquisitions | Customer Acquisitions Acquisition of Customer Books In May 2021, we entered into a series of asset purchase agreements and agreed to acquire up to approximately 56,900 residential customer equivalents ("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. As of September 30, 2022, a total of $7.2 million was paid for approximately 45,000 RCEs ($9.2 million for acquired customer contracts, net of $1.9 million related holdbacks under the terms of the purchase agreement). In addition, approximately $2.3 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 September 30, 2022, the balance in the escrow account was $1.9 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. In July 2021, we entered into an agreement to acquire up to approximately 50,000 RCEs and derivatives related to the customer load under a five-year contingent fee structure based on gas volumes billed and collected for the acquired customer contracts. These customers began transferring in the fourth quarter of 2021, and are located in our existing markets. Due to the contingent fee structure, the cost of the RCEs are being recognized in our earnings. In August 2022, we entered into an agreement to acquire up to approximately 18,700 RCEs and derivatives related to the customer load under a five-year contingent fee structure based on gas volumes billed and collected for the acquired customer contracts. These customers began transferring in the fourth quarter of 2022, and are located in our existing markets. Due to the contingent fee structure, the cost of the RCEs will be recognized when probable and reasonably estimable. Acquisition of Broker Books In January 2022, we entered into an asset purchase agreement and agreed to acquire the rights to broker contracts for approximately 1,000 customer meters for a cash price of $0.4 million, which was paid upon execution of the contract. In January 2022, we entered into an asset purchase agreement to acquire the rights to broker contracts for approximately 900 customer meters for a cash price of $0.6 million, pending certain conditions to close. We paid approximately $0.3 million as a deposit at the time the asset purchase agreement was executed. The conditions to close were met in June 2022, at which time approximately $0.3 million was paid to the seller. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events Declaration of Dividends On October 20, 2022, we declared a quarterly dividend of $0.18125 per share to holders of record of our Class A common stock on December 1, 2022, which will be paid on December 15, 2022. On October 20, 2022, we also declared a quarterly cash dividend in the amount of $0.666071 per share to holders of record of the Series A Preferred Stock on January 1, 2023. The dividend will be paid on January 17, 2023. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim unaudited condensed 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”) as it applies to interim financial statements. This information should be read along with our consolidated financial statements and notes contained in our annual report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”). Our unaudited condensed consolidated financial statements are presented on a consolidated basis and include all wholly-owned and controlled subsidiaries. We account for investments over which we have significant influence but not a controlling financial interest using the equity method of accounting. All significant intercompany transactions and balances have been eliminated in the unaudited condensed consolidated financial statements. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of our condensed consolidated financial statements requires estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim financial statements and the reported amounts of revenues and expenses during the period. Actual results could materially differ from those estimates. |
New Accounting Standards Recently Adopted and Standards Being Evaluated/Standards Not Yet Adopted | New Accounting Standards Recently Adopted There have been no changes to our significant accounting policies as disclosed in our 2021 Form 10-K, except as follows: In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 the London Interbank Offered Rate (“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 Series A Preferred Stock Certificate of Designations make reference to a LIBOR rate. We adopted ASU 2020-04 effective January 1, 2022 and the adoption did not have a material impact on our consolidated financial statements. Standards Being Evaluated/Standards Not Yet Adopted The Company considers the applicability and impact of all ASUs. New ASUs were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial statements. |
Derivative Instruments | Derivative assets and liabilities are presented net in our condensed consolidated balance sheets when the derivative instruments are executed with the same counterparty under a master netting arrangement. Our derivative contracts include transactions that are executed both on an exchange and centrally cleared, as well as over-the-counter, bilateral contracts that are transacted directly with third parties. To the extent we have paid or received collateral related to the derivative assets or liabilities, such amounts would be presented net against the related derivative asset or liability’s fair value. |
Fair Value Measurements | Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date. Fair values are based on assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and the risks inherent in valuation techniques and the inputs to valuations. This includes the credit standing of counterparties involved and the impact of credit enhancements. We apply fair value measurements to our commodity derivative instruments 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. 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) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenue | The following table discloses revenue by primary geographical market, customer type, and customer credit risk profile (in thousands). The table also includes a reconciliation of the disaggregated revenue to revenue by reportable segment (in thousands). Reportable Segments Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 Retail Electricity (a) Retail Natural Gas Total Reportable Segments Retail Electricity Retail Natural Gas Total Reportable Segments Primary markets (b) New England $ 31,366 $ 821 $ 32,187 $ 25,406 $ 748 $ 26,154 Mid-Atlantic 33,761 5,281 39,042 30,122 1,354 31,476 Midwest 12,165 1,617 13,782 12,473 1,367 13,840 Southwest 27,678 4,498 32,176 24,103 2,694 26,797 $ 104,970 $ 12,217 $ 117,187 $ 92,104 $ 6,163 $ 98,267 Customer type Commercial $ 12,560 $ 6,661 $ 19,221 $ 12,395 $ 2,076 $ 14,471 Residential 97,177 5,047 102,224 82,778 3,781 86,559 Unbilled revenue (c) (4,767) 509 (4,258) (3,069) 306 (2,763) $ 104,970 $ 12,217 $ 117,187 $ 92,104 $ 6,163 $ 98,267 Customer credit risk POR $ 63,444 $ 6,202 $ 69,646 $ 53,670 $ 2,151 $ 55,821 Non-POR 41,526 6,015 47,541 38,434 4,012 42,446 $ 104,970 $ 12,217 $ 117,187 $ 92,104 $ 6,163 $ 98,267 Reportable Segments Nine Months Ended September 30, 2022 Nine Months Ended September 30, 2021 Retail Electricity (a) Retail Natural Gas Total Reportable Segments Retail Electricity Retail Natural Gas Total Reportable Segments Primary markets (b) New England $ 84,463 $ 7,331 $ 91,794 $ 73,045 $ 6,527 $ 79,572 Mid-Atlantic 89,304 32,396 121,700 81,981 18,032 100,013 Midwest 31,396 14,358 45,754 32,894 14,515 47,409 Southwest 70,138 14,206 84,344 54,628 12,099 66,727 $ 275,301 $ 68,291 $ 343,592 $ 242,548 $ 51,173 $ 293,721 Customer type Commercial $ 33,119 $ 37,854 $ 70,973 $ 38,782 $ 18,574 $ 57,356 Residential 246,662 36,392 283,054 213,440 39,911 253,351 Unbilled revenue (c) (4,480) (5,955) (10,435) (9,674) (7,312) (16,986) $ 275,301 $ 68,291 $ 343,592 $ 242,548 $ 51,173 $ 293,721 Customer credit risk POR $ 166,346 $ 41,147 $ 207,493 $ 145,924 $ 26,731 $ 172,655 Non-POR 108,955 27,144 136,099 96,624 24,442 121,066 $ 275,301 $ 68,291 $ 343,592 $ 242,548 $ 51,173 $ 293,721 (a) Retail Electricity includes Services (b) The primary markets include the following states: • New England - Connecticut, Maine, Massachusetts and New Hampshire; • Mid-Atlantic - Delaware, Maryland (including the District of Columbia), New Jersey, New York and Pennsylvania; • Midwest - Illinois, Indiana, Michigan and Ohio; and • Southwest - Arizona, California, Colorado, Florida, Nevada and Texas. (c) Unbilled revenue is recorded in total until it is actualized, at which time it is categorized between commercial and residential customers. |
Schedule of Accounts Receivable, Allowance for Credit Loss | A rollforward of our allowance for credit losses for the nine months ended September 30, 2022 are presented in the table below (in thousands): Balance at December 31, 2021 $ (2,368) Current period bad debt provision (2,895) Write-offs 2 Recovery of previous write-offs (225) Balance at September 30, 2022 $ (5,486) |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Economic Interests | The Company and affiliates owned the following economic interests in Spark HoldCo at September 30, 2022 and December 31, 2021, respectively. The Company Affiliated Owners September 30, 2022 44.45 % 55.55 % December 31, 2021 44.12 % 55.88 % |
Summary of Net Income (Loss) and Income Tax Expense (Benefit) Attributable to Non-controlling Interest | The following table summarizes the portion of net income and income tax expense attributable to non-controlling interest (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net (loss) income allocated to non-controlling interest $ (3,909) $ 21,959 $ 23,432 $ 18,884 Income tax expense allocated to non-controlling interest 78 2,185 1,451 4,726 Net (loss) income attributable to non-controlling interest $ (3,987) $ 19,774 $ 21,981 $ 14,158 |
Schedule of Computation of Basic and Diluted Income (Loss) Per Share | The following table presents the computation of basic and diluted income per share for the three and nine months ended September 30, 2022 and 2021 (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Net (loss) income attributable to Via Renewables, Inc. stockholders $ (881) $ 14,883 $ 16,710 $ 17,735 Less: Dividend on Series A Preferred Stock 2,026 1,951 5,677 5,853 Net (loss) income attributable to stockholders of Class A common stock $ (2,907) $ 12,932 $ 11,033 $ 11,882 Basic weighted average Class A common shares outstanding 15,858 15,572 15,754 14,965 Basic (loss) income per share attributable to stockholders $ (0.18) $ 0.83 $ 0.70 $ 0.79 Net (loss) income attributable to stockholders of Class A common stock $ (2,907) $ 12,932 $ 11,033 $ 11,882 Diluted net (loss) income attributable to stockholders of Class A common stock $ (2,907) $ 12,932 $ 11,033 $ 11,882 Basic weighted average Class A common shares outstanding 15,858 15,572 15,754 14,965 Effect of dilutive restricted stock units — 114 109 134 Diluted weighted average shares outstanding 15,858 15,686 15,863 15,099 Diluted (loss) income per share attributable to stockholders $ (0.18) $ 0.82 $ 0.70 $ 0.79 |
Schedule of Carrying Amounts and Classification of Assets and Liabilities | The following table includes the carrying amounts and classification of the assets and liabilities of Spark HoldCo that are included in our condensed consolidated balance sheet as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Assets Current assets: Cash and cash equivalents $ 39,977 $ 68,703 Accounts receivable 56,651 66,676 Other current assets 76,567 56,392 Total current assets 173,195 191,771 Non-current assets: Goodwill 120,343 120,343 Other assets 14,622 16,758 Total non-current assets 134,965 137,101 Total Assets $ 308,160 $ 328,872 Liabilities Current liabilities: Accounts payable and accrued liabilities $ 40,230 $ 62,538 Other current liabilities 47,678 49,328 Total current liabilities 87,908 111,866 Long-term liabilities: Long-term portion of Senior Credit Facility 93,000 135,000 Subordinated debt — affiliate 20,000 — Other long-term liabilities 5,830 145 Total long-term liabilities 118,830 135,145 Total Liabilities $ 206,738 $ 247,011 |
Preferred Stock (Tables)
Preferred Stock (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Summary of Preferred Equity Balance | A summary of our preferred equity balance for the nine months ended September 30, 2022 is as follows: (in thousands) Balance at December 31, 2021 $ 87,288 Accumulated dividends on Series A Preferred Stock 76 Balance at September 30, 2022 $ 87,364 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 December 31, 2021 Natural Gas MMBtu 4,090 3,862 Electricity MWh 1,891 1,785 Trading Commodity Notional September 30, 2022 December 31, 2021 Natural Gas MMBtu 2,076 1,536 |
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): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 (Loss) gain on non-trading derivatives, net $ (1,413) $ 32,262 $ 54,570 $ 58,214 (Loss) gain on trading derivatives, net (232) (464) 1,245 (488) (Loss) gain on derivatives, net (1,645) 31,798 55,815 57,726 Current period settlements on non-trading derivatives $ (14,068) $ (5,660) $ (36,067) $ (6,054) Current period settlements on trading derivatives (10) — 145 4 Total current period settlements on derivatives $ (14,078) $ (5,660) $ (35,922) $ (6,050) |
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): September 30, 2022 Description Gross Assets Gross Net Assets Cash Net Amount Non-trading commodity derivatives $ 48,611 $ (24,419) $ 24,192 $ — $ 24,192 Trading commodity derivatives 2,600 (1,728) 872 — 872 Total Current Derivative Assets 51,211 (26,147) 25,064 — 25,064 Non-trading commodity derivatives 2,436 (932) 1,504 — 1,504 Total Non-current Derivative Assets 2,436 (932) 1,504 — 1,504 Total Derivative Assets $ 53,647 $ (27,079) $ 26,568 $ — $ 26,568 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 |
Schedule of Offsetting Liabilities | Description Gross Gross Net Cash Net Amount Non-trading commodity derivatives $ (7,430) $ 5,393 $ (2,037) $ — $ (2,037) Trading commodity derivatives (141) 12 (129) — (129) Total Current Derivative Liabilities (7,571) 5,405 (2,166) — (2,166) Non-trading commodity derivatives (7,679) 2,072 (5,607) — (5,607) Trading commodity derivatives (507) 320 (187) — (187) Total Non-current Derivative Liabilities (8,186) 2,392 (5,794) — (5,794) Total Derivative Liabilities $ (15,757) $ 7,797 $ (7,960) $ — $ (7,960) 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) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following (in thousands): Estimated useful September 30, 2022 December 31, 2021 Information technology 2 – 5 $ 7,598 $ 6,534 Furniture and fixtures 2 – 5 20 957 Total 7,618 7,491 Accumulated depreciation (2,738) (3,230) Property and equipment—net $ 4,880 $ 4,261 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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): September 30, 2022 December 31, 2021 Goodwill $ 120,343 $ 120,343 Customer relationships—Acquired Cost $ 5,026 $ 46,552 Accumulated amortization (4,524) (41,120) Customer relationships — Acquired $ 502 $ 5,432 Customer relationships—Other Cost $ 7,886 $ 15,955 Accumulated amortization (3,353) (7,204) Customer relationships — Other, net $ 4,533 $ 8,751 Trademarks Cost $ 4,041 $ 7,040 Accumulated amortization (1,111) (3,508) Trademarks, net $ 2,930 $ 3,532 Changes in goodwill, customer relationships and trademarks consisted of the following (in thousands): Goodwill Customer Relationships — Acquired Customer Relationships — Other Trademarks Balance at December 31, 2021 $ 120,343 $ 5,432 $ 8,751 $ 3,532 Additions — — 1,092 — Amortization — (4,930) (5,310) (602) Balance at September 30, 2022 $ 120,343 $ 502 $ 4,533 $ 2,930 |
Schedule of Estimated Future Amortization Expense | Estimated future amortization expense for customer relationships and trademarks at September 30, 2022 is as follows (in thousands): Year ending December 31, 2022 (remaining three months) $ 2,139 2023 2,921 2024 746 2025 543 2026 404 > 5 years 1,212 Total $ 7,965 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consists of the following amounts as of September 30, 2022 and December 31, 2021 (in thousands): September 30, 2022 December 31, 2021 Long-term debt: Senior Credit Facility (1) (2) $ 93,000 $ 135,000 Subordinated Debt 20,000 — Total long-term debt 113,000 135,000 Total debt $ 113,000 $ 135,000 (1) As of September 30, 2022 and December 31, 2021, the weighted average interest rate on the Senior Credit Facility was 5.76% and 3.24%, respectively. (2) As of September 30, 2022 and December 31, 2021, we had $34.9 million and $27.7 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): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Senior Credit Facility $ 1,270 $ 678 $ 2,849 $ 1,950 Letters of credit fees and commitment fees 504 351 1,266 1,088 Amortization of deferred financing costs 206 275 919 792 Other 22 (6) 95 331 Interest Expense $ 2,002 $ 1,298 $ 5,129 $ 4,161 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 condensed consolidated balance sheets on a recurring basis by and their level within the fair value hierarchy (in thousands): Level 1 Level 2 Level 3 Total September 30, 2022 Non-trading commodity derivative assets $ 4,089 $ 21,607 $ — $ 25,696 Trading commodity derivative assets 1 871 — 872 Total commodity derivative assets $ 4,090 $ 22,478 $ — $ 26,568 Non-trading commodity derivative liabilities $ — $ (7,644) $ — $ (7,644) Trading commodity derivative liabilities — (316) — (316) Total commodity derivative liabilities $ — $ (7,960) $ — $ (7,960) 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) |
Transactions with Affiliates (T
Transactions with Affiliates (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following tables presents asset and liability balances with affiliates (in thousands): September 30, 2022 December 31, 2021 Assets Accounts Receivable - affiliates $ 5,642 $ 3,819 Total Assets - affiliates $ 5,642 $ 3,819 September 30, 2022 December 31, 2021 Liabilities Accounts Payable - affiliates $ 431 $ 491 Subordinated Debt - affiliates (1) 20,000 — Total Liabilities - affiliates $ 20,431 $ 491 (1) 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, subject to Retailco’s discretion. Advances thereunder accrue interest at an annual rate equal to the prime rate as published by the Wall Street Journal plus two percent (2.0%) from the date of the advance. See Note 9 "Debt" for a further description of terms and conditions of the Subordinated Debt Facility. The following table presents revenues and cost of revenues recorded in net asset optimization revenue associated with affiliates for the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenue NAO - affiliates $ 739 $ 249 $ 2,316 $ 818 Less: Cost of Revenue NAO - affiliates 110 — 143 5 Net NAO - affiliates $ 629 $ 249 $ 2,173 $ 813 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 gross profit (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Reconciliation of Retail Gross Margin to Gross Profit Total Revenue $ 118,859 $ 97,979 $ 343,112 $ 293,179 Less: Retail cost of revenues 102,212 40,298 232,621 198,642 Gross Profit 16,647 57,681 110,491 94,537 Less: Net asset optimization revenue (expense) 1,672 (288) (480) (542) Net, (loss) gain on non-trading derivative instruments (1,413) 32,262 54,570 58,214 Net, Cash settlements on non-trading derivative instruments (14,068) (5,660) (36,067) (6,054) Non-recurring event - Winter Storm Uri — 497 9,565 (64,403) Retail Gross Margin $ 30,456 $ 30,870 $ 82,903 $ 107,322 |
Schedule of Financial Data for Business Segments | Financial data for business segments are as follows (in thousands): Three Months Ended September 30, 2022 Retail Retail Corporate Eliminations Consolidated Total revenues $ 104,970 $ 12,217 $ 1,672 $ — $ 118,859 Retail cost of revenues 92,816 9,396 — — 102,212 Gross Profit $ 12,154 $ 2,821 $ 1,672 $ — $ 16,647 Less: Net asset optimization revenue — — 1,672 — 1,672 Net, (loss) gain on non-trading derivative instruments (5,290) 3,877 — — (1,413) Current period settlements on non-trading derivatives (11,063) (3,005) — — (14,068) Retail Gross Margin $ 28,507 $ 1,949 $ — $ — $ 30,456 Total Assets at September 30, 2022 $ 1,743,817 $ 84,612 $ 314,672 $ (1,814,947) $ 328,154 Goodwill at September 30, 2022 $ 117,813 $ 2,530 $ — $ — $ 120,343 (a) Retail Electricity includes related services. Three Months Ended September 30, 2021 Retail Retail Corporate Eliminations Consolidated Total revenues $ 92,104 $ 6,163 $ (288) $ — $ 97,979 Retail cost of revenues 41,035 (737) — — 40,298 Gross Profit $ 51,069 $ 6,900 $ (288) $ — $ 57,681 Less: Net asset optimization expense — — (288) — (288) Net, gain on non-trading derivative instruments 27,558 4,704 — — 32,262 Current period settlements on non-trading derivatives (5,199) (461) — — (5,660) Non-recurring event - Winter Storm Uri 497 — — — 497 Retail Gross Margin $ 28,213 $ 2,657 $ — $ — $ 30,870 Total Assets at December 31, 2021 $ 1,527,456 $ 7,320 $ 311,556 $ (1,491,056) $ 355,276 Goodwill at December 31, 2021 $ 117,813 $ 2,530 $ — $ — $ 120,343 Nine Months Ended September 30, 2022 Retail Retail Corporate Eliminations Consolidated Total revenues $ 275,301 $ 68,291 $ (480) $ — $ 343,112 Retail cost of revenues 189,092 43,529 — — 232,621 Gross Profit $ 86,209 $ 24,762 $ (480) $ — $ 110,491 Less: Net asset optimization expense — — (480) — (480) Net gain on non-trading derivatives 42,557 12,013 — — 54,570 Current period settlements on non-trading derivatives (28,317) (7,750) — — (36,067) Non-recurring event - Winter Storm Uri 9,565 — — — 9,565 Retail Gross Margin $ 62,404 $ 20,499 $ — $ — $ 82,903 Total Assets at September 30, 2022 $ 1,743,817 $ 84,612 $ 314,672 $ (1,814,947) $ 328,154 Goodwill at September 30, 2022 $ 117,813 $ 2,530 $ — $ — $ 120,343 Nine Months Ended September 30, 2021 Retail Retail Corporate Eliminations Consolidated Total revenues $ 242,548 $ 51,173 $ (542) $ — $ 293,179 Retail cost of revenues 179,762 18,880 — — 198,642 Gross Profit $ 62,786 $ 32,293 $ (542) $ — $ 94,537 Less: Net asset optimization expense — — (542) — (542) Net gain on non-trading derivatives 51,957 6,257 — — 58,214 Current period settlements on non-trading derivatives (5,246) (808) — — (6,054) Non-recurring event - Winter Storm Uri (64,403) — — — (64,403) Retail Gross Margin $ 80,478 $ 26,844 $ — $ — $ 107,322 Total Assets at December 31, 2021 $ 1,527,456 $ 7,320 $ 311,556 $ (1,491,056) $ 355,276 Goodwill at December 31, 2021 $ 117,813 $ 2,530 $ — $ — $ 120,343 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) $ in Millions | 1 Months Ended |
Jun. 30, 2022 USD ($) | |
Accounting Policies [Abstract] | |
Proceeds from accounts receivable securitization | $ 9.6 |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | $ 117,187 | $ 98,267 | $ 343,592 | $ 293,721 |
POR | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 69,646 | 55,821 | 207,493 | 172,655 |
Non-POR | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 47,541 | 42,446 | 136,099 | 121,066 |
Unbilled revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | (4,258) | (2,763) | (10,435) | (16,986) |
Commercial | Billed Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 19,221 | 14,471 | 70,973 | 57,356 |
Residential | Billed Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 102,224 | 86,559 | 283,054 | 253,351 |
New England | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 32,187 | 26,154 | 91,794 | 79,572 |
Mid-Atlantic | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 39,042 | 31,476 | 121,700 | 100,013 |
Midwest | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 13,782 | 13,840 | 45,754 | 47,409 |
Southwest | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 32,176 | 26,797 | 84,344 | 66,727 |
Retail Electricity | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 104,970 | 92,104 | 275,301 | 242,548 |
Retail Electricity | POR | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 63,444 | 53,670 | 166,346 | 145,924 |
Retail Electricity | Non-POR | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 41,526 | 38,434 | 108,955 | 96,624 |
Retail Electricity | Unbilled revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | (4,767) | (3,069) | (4,480) | (9,674) |
Retail Electricity | Commercial | Billed Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 12,560 | 12,395 | 33,119 | 38,782 |
Retail Electricity | Residential | Billed Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 97,177 | 82,778 | 246,662 | 213,440 |
Retail Electricity | New England | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 31,366 | 25,406 | 84,463 | 73,045 |
Retail Electricity | Mid-Atlantic | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 33,761 | 30,122 | 89,304 | 81,981 |
Retail Electricity | Midwest | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 12,165 | 12,473 | 31,396 | 32,894 |
Retail Electricity | Southwest | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 27,678 | 24,103 | 70,138 | 54,628 |
Retail Natural Gas | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 12,217 | 6,163 | 68,291 | 51,173 |
Retail Natural Gas | POR | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 6,202 | 2,151 | 41,147 | 26,731 |
Retail Natural Gas | Non-POR | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 6,015 | 4,012 | 27,144 | 24,442 |
Retail Natural Gas | Unbilled revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 509 | 306 | (5,955) | (7,312) |
Retail Natural Gas | Commercial | Billed Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 6,661 | 2,076 | 37,854 | 18,574 |
Retail Natural Gas | Residential | Billed Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 5,047 | 3,781 | 36,392 | 39,911 |
Retail Natural Gas | New England | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 821 | 748 | 7,331 | 6,527 |
Retail Natural Gas | Mid-Atlantic | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 5,281 | 1,354 | 32,396 | 18,032 |
Retail Natural Gas | Midwest | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 1,617 | 1,367 | 14,358 | 14,515 |
Retail Natural Gas | Southwest | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | $ 4,498 | $ 2,694 | $ 14,206 | $ 12,099 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Typical length of contract | 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 twelve months. | |||
Electric and Gas Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Excise and sales taxes | $ 0.4 | $ 0.3 | $ 1 | $ 0.8 |
Cost of Services Energy Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Excise and sales taxes | $ 1.4 | $ 1.2 | $ 4 | $ 3.4 |
Revenues - Accounts Receivable,
Revenues - Accounts Receivable, Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Current period bad debt provision | $ 2,895 | $ 379 |
Trade Accounts Receivable | ||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | (2,368) | |
Current period bad debt provision | (2,895) | |
Write-offs | 2 | |
Recovery of previous write-offs | (225) | |
Ending balance | $ (5,486) |
Equity - Schedule of Economic I
Equity - Schedule of Economic Interests (Details) - The Company | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Economic interest | 44.45% | 44.12% |
Affiliated Owners | ||
Class of Stock [Line Items] | ||
Economic interest | 55.55% | 55.88% |
Equity - Non-controlling Intere
Equity - Non-controlling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Equity [Abstract] | ||||
Net (loss) income allocated to non-controlling interest | $ (3,909) | $ 21,959 | $ 23,432 | $ 18,884 |
Income tax expense allocated to non-controlling interest | 78 | 2,185 | 1,451 | 4,726 |
Net (loss) income attributable to non-controlling interest | $ (3,987) | $ 19,774 | $ 21,981 | $ 14,158 |
Equity - Narrative (Details)
Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jul. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Payment of dividends to Class A common stockholders | $ 8,587 | $ 8,151 | |||
NuDevco Retail Holdings and NuDevco Retail | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Distributions to affiliates | $ 10,800 | ||||
Common Class B | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Conversion of stock, shares converted (in shares) | 800,000 | ||||
Conversion ratio (in shares) | 1 | ||||
Shares excluded from computation of diluted earnings per share (in shares) | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |
Common Class A | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Dividends paid (in dollars per share) | $ 0.18125 | $ 0.18125 | $ 0.54375 | $ 0.54375 |
Equity - Basic and Diluted Inco
Equity - Basic and Diluted Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Equity [Abstract] | ||||
Net (loss) income attributable to Via Renewables, Inc. stockholders | $ (881) | $ 14,883 | $ 16,710 | $ 17,735 |
Less: Dividend on Series A Preferred Stock | 2,026 | 1,951 | 5,677 | 5,853 |
Net (loss) income attributable to stockholders of Class A common stock, basic | (2,907) | 12,932 | 11,033 | 11,882 |
Net (loss) income attributable to stockholders of Class A common stock, diluted | $ (2,907) | $ 12,932 | $ 11,033 | $ 11,882 |
Basic weighted average Class A common shares outstanding (in shares) | 15,858 | 15,572 | 15,754 | 14,965 |
Basic (loss) income per share attributable to stockholders (in dollars per share) | $ (0.18) | $ 0.83 | $ 0.70 | $ 0.79 |
Net (loss) income attributable to stockholders of Class A common stock | $ (2,907) | $ 12,932 | $ 11,033 | $ 11,882 |
Diluted net (loss) income attributable to stockholders of Class A common stock | $ (2,907) | $ 12,932 | $ 11,033 | $ 11,882 |
Basic weighted average Class A common shares outstanding (in shares) | 15,858 | 15,572 | 15,754 | 14,965 |
Effect of dilutive restricted stock units (in shares) | 0 | 114 | 109 | 134 |
Diluted weighted average shares outstanding (in shares) | 15,858 | 15,686 | 15,863 | 15,099 |
Diluted (loss) income per share attributable to stockholders (in dollars per share) | $ (0.18) | $ 0.82 | $ 0.70 | $ 0.79 |
Equity - VIEs (Details)
Equity - VIEs (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 40,403 | $ 68,899 |
Accounts receivable | 56,741 | 66,676 |
Other current assets | 6,815 | 14,129 |
Total current assets | 176,423 | 196,680 |
Non-current assets: | ||
Goodwill | 120,343 | 120,343 |
Other assets | 4,044 | 3,624 |
Total assets | 328,154 | 355,276 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 26,992 | 43,285 |
Other current liabilities | 582 | 1,707 |
Total current liabilities | 56,101 | 82,492 |
Long-term liabilities: | ||
Long-term portion of Senior Credit Facility | 93,000 | 135,000 |
Subordinated debt — affiliate | 20,000 | 0 |
Other long-term liabilities | 36 | 109 |
Total liabilities | 174,931 | 217,637 |
Variable Interest Entity, Primary Beneficiary | ||
Current assets: | ||
Cash and cash equivalents | 39,977 | 68,703 |
Accounts receivable | 56,651 | 66,676 |
Other current assets | 76,567 | 56,392 |
Total current assets | 173,195 | 191,771 |
Non-current assets: | ||
Goodwill | 120,343 | 120,343 |
Other assets | 14,622 | 16,758 |
Total non-current assets | 134,965 | 137,101 |
Total assets | 308,160 | 328,872 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 40,230 | 62,538 |
Other current liabilities | 47,678 | 49,328 |
Total current liabilities | 87,908 | 111,866 |
Long-term liabilities: | ||
Long-term portion of Senior Credit Facility | 93,000 | 135,000 |
Subordinated debt — affiliate | 20,000 | 0 |
Other long-term liabilities | 5,830 | 145 |
Total long-term liabilities | 118,830 | 135,145 |
Total liabilities | $ 206,738 | $ 247,011 |
Preferred Stock - Narrative (De
Preferred Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Apr. 15, 2022 | Apr. 14, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class of Stock [Line Items] | |||||
Payment of preferred stock dividends | $ 5,602 | $ 5,853 | |||
Series A Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Preferred stock dividend accrual rate | 6.578% | 8.75% | |||
Preferred stock, liquidation preference (in dollars per share) | $ 25 | ||||
Payment of preferred stock dividends | $ 1,700 | 5,600 | |||
Dividend accrual | $ 2,000 | $ 2,000 |
Preferred Stock - Summary of Pr
Preferred Stock - Summary of Preferred Equity Balance (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Beginning balance | $ 87,288 |
Accumulated dividends on Series A Preferred Stock | 76 |
Ending balance | $ 87,364 |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Collateral paid | $ 0 | $ 500,000 |
Derivative Instruments - Volume
Derivative Instruments - Volumetric Underlying Derivative Transactions (Details) - Buy MWh in Thousands, MMBTU in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 MMBTU MWh | Dec. 31, 2021 MMBTU MWh | |
(Loss) gain on non-trading derivatives, net | Natural Gas | ||
Derivatives, Fair Value [Line Items] | ||
Net notional volume (energy measure) | 4,090 | 3,862 |
(Loss) gain on non-trading derivatives, net | Electricity | ||
Derivatives, Fair Value [Line Items] | ||
Net notional volume (energy measure) | MWh | 1,891 | 1,785 |
(Loss) gain on trading derivatives, net | Natural Gas | ||
Derivatives, Fair Value [Line Items] | ||
Net notional volume (energy measure) | 2,076 | 1,536 |
Derivative Instruments - Gains
Derivative Instruments - Gains (Losses) on Derivative Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
(Loss) gain on derivatives, net | $ (1,645) | $ 31,798 | $ 55,815 | $ 57,726 |
Total current period settlements on derivatives | (14,078) | (5,660) | (35,922) | (6,050) |
(Loss) gain on non-trading derivatives, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
(Loss) gain on derivatives, net | (1,413) | 32,262 | 54,570 | 58,214 |
Total current period settlements on derivatives | (14,068) | (5,660) | (36,067) | (6,054) |
(Loss) gain on trading derivatives, net | Non-cash Flow Hedging | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
(Loss) gain on derivatives, net | (232) | (464) | 1,245 | (488) |
Total current period settlements on derivatives | $ (10) | $ 0 | $ 145 | $ 4 |
Derivative Instruments - Offset
Derivative Instruments - Offsetting Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Total Derivative Assets | ||
Offsetting Assets [Line Items] | ||
Gross Assets | $ 53,647 | $ 7,675 |
Gross Amounts Offset | (27,079) | (3,405) |
Net Assets | 26,568 | 4,270 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 26,568 | 4,270 |
Total Current Derivative Assets | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 51,211 | 7,264 |
Gross Amounts Offset | (26,147) | (3,334) |
Net Assets | 25,064 | 3,930 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 25,064 | 3,930 |
Non-trading commodity derivatives | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 48,611 | 7,121 |
Gross Amounts Offset | (24,419) | (3,319) |
Net Assets | 24,192 | 3,802 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 24,192 | 3,802 |
Trading commodity derivatives | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 2,600 | 143 |
Gross Amounts Offset | (1,728) | (15) |
Net Assets | 872 | 128 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 872 | 128 |
Total Non-current Derivative Assets | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 2,436 | 411 |
Gross Amounts Offset | (932) | (71) |
Net Assets | 1,504 | 340 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 1,504 | 340 |
Non-trading commodity derivatives | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 2,436 | 411 |
Gross Amounts Offset | (932) | (71) |
Net Assets | 1,504 | 340 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | $ 1,504 | 340 |
Trading commodity derivatives | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 0 | |
Gross Amounts Offset | 0 | |
Net Assets | 0 | |
Cash Collateral Offset | 0 | |
Net Amount Presented | $ 0 |
Derivative Instruments - Offs_2
Derivative Instruments - Offsetting Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Total Derivative Liabilities | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | $ (15,757) | $ (19,834) |
Gross Amounts Offset | 7,797 | 15,149 |
Net Liabilities | (7,960) | (4,685) |
Cash Collateral Offset | 0 | 491 |
Net Amount Presented | (7,960) | (4,194) |
Total Current Derivative Liabilities | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (7,571) | (19,598) |
Gross Amounts Offset | 5,405 | 14,949 |
Net Liabilities | (2,166) | (4,649) |
Cash Collateral Offset | 0 | 491 |
Net Amount Presented | (2,166) | (4,158) |
Non-trading commodity derivatives | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (7,430) | (18,195) |
Gross Amounts Offset | 5,393 | 14,504 |
Net Liabilities | (2,037) | (3,691) |
Cash Collateral Offset | 0 | 491 |
Net Amount Presented | (2,037) | (3,200) |
Trading commodity derivatives | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (141) | (1,403) |
Gross Amounts Offset | 12 | 445 |
Net Liabilities | (129) | (958) |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | (129) | (958) |
Total Non-current Derivative Assets | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (8,186) | (236) |
Gross Amounts Offset | 2,392 | 200 |
Net Liabilities | (5,794) | (36) |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | (5,794) | (36) |
Non-trading commodity derivatives | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (7,679) | (236) |
Gross Amounts Offset | 2,072 | 200 |
Net Liabilities | (5,607) | (36) |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | (5,607) | (36) |
Trading commodity derivatives | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (507) | 0 |
Gross Amounts Offset | 320 | 0 |
Net Liabilities | (187) | 0 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | $ (187) | $ 0 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 7,618 | $ 7,491 |
Accumulated depreciation | (2,738) | (3,230) |
Property and equipment—net | 4,880 | 4,261 |
Information technology | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 7,598 | 6,534 |
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] | ||
Property and equipment, gross | $ 20 | $ 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 | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Depreciation expense | $ 0.4 | $ 0.4 | $ 1.3 | $ 1.3 | |
Information technology | |||||
Property, Plant and Equipment [Line Items] | |||||
Costs associated with assets not yet placed into service | $ 1.8 | $ 1.8 | $ 0.2 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Goodwill, Customer Relationships and Trademarks (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 120,343 | $ 120,343 |
Total | 7,965 | |
Customer relationships—Acquired | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 5,026 | 46,552 |
Accumulated amortization | (4,524) | (41,120) |
Total | 502 | 5,432 |
Customer relationships—Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 7,886 | 15,955 |
Accumulated amortization | (3,353) | (7,204) |
Total | 4,533 | 8,751 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 4,041 | 7,040 |
Accumulated amortization | (1,111) | (3,508) |
Total | $ 2,930 | $ 3,532 |
Intangible Assets - Changes in
Intangible Assets - Changes in Goodwill, Customer Relationships and Trademarks (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Balance at beginning of period | $ 120,343 | |
Additions | 0 | |
Amortization | 0 | |
Balance at end of period | 120,343 | $ 120,343 |
Finite-lived Intangible Assets [Roll Forward] | ||
Balance at end of period | 7,965 | |
Customer Relationships— Acquired | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Balance at beginning of period | 5,432 | |
Additions | 0 | |
Amortization | (4,930) | |
Balance at end of period | 502 | 5,432 |
Customer Relationships— Other | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Balance at beginning of period | 8,751 | |
Additions | 1,092 | |
Amortization | (5,310) | |
Balance at end of period | $ 4,533 | $ 8,751 |
Useful life | 18 months | 3 years |
Additional amortization | $ 900 | |
Trademarks | ||
Finite-lived Intangible Assets [Roll Forward] | ||
Balance at beginning of period | 3,532 | |
Additions | 0 | |
Amortization | (602) | |
Balance at end of period | $ 2,930 | $ 3,532 |
Intangible Assets - Estimated F
Intangible Assets - Estimated Future Amortization Expense (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Year ending December 31, | |
2022 (remaining three months) | $ 2,139 |
2023 | 2,921 |
2024 | 746 |
2025 | 543 |
2026 | 404 |
> 5 years | 1,212 |
Total | $ 7,965 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 113,000 | $ 135,000 |
Total debt | 113,000 | 135,000 |
Line of Credit | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 93,000 | $ 135,000 |
Weighted average interest rate | 5.76% | 3.24% |
Letters of credit issued | $ 34,900 | $ 27,700 |
Subordinated Debt | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 20,000 | $ 0 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 9 Months Ended | ||||
Oct. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | May 19, 2017 | |
Debt Instrument [Line Items] | |||||
Outstanding under subordinated note | $ 113,000,000 | $ 135,000,000 | |||
Via Renewables | W. Keith Maxwell III | |||||
Debt Instrument [Line Items] | |||||
Ownership percentage | 51% | ||||
Line of Credit | Senior Secured Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Debt default, material judgment (in excess of) | $ 5,000,000 | ||||
Subordinated Debt | Amended And Restated Subordinated Promissory Note | |||||
Debt Instrument [Line Items] | |||||
Face amount | $ 25,000,000 | ||||
Minimum availability under the borrowing base | 5,000,000 | ||||
Outstanding under subordinated note | 20,000,000 | 0 | |||
Subordinated Debt | Amended And Restated Subordinated Promissory Note | Minimum | |||||
Debt Instrument [Line Items] | |||||
Subordinated debt, advances, no less than | 1,000,000 | ||||
Subordinated Debt | Amended And Restated Subordinated Promissory Note | Maximum | |||||
Debt Instrument [Line Items] | |||||
Subordinated debt, advances, no less than | $ 25,000,000 | ||||
Subordinated Debt | Amended And Restated Subordinated Promissory Note | Prime Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2% | ||||
Revolving Credit Facility | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Capitalized financing costs | 2,300,000 | 1,800,000 | |||
Capitalized financing costs, other current | 800,000 | 1,000,000 | |||
Capitalized financing costs, other non-current | $ 1,500,000 | $ 800,000 | |||
Revolving Credit Facility | Line of Credit | Federal Funds Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.50% | ||||
Revolving Credit Facility | Line of Credit | Prior Senior Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 227,500,000 | ||||
Senior Credit Facility | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 195,000,000 | ||||
Interest rate, stated percentage | 4% | ||||
Nonutilization fee, percent | 0.50% | ||||
Fixed charge coverage ratio | 121% | ||||
Leverage ratio | 202% | ||||
Senior secured leverage ratio | 183% | ||||
Senior Credit Facility | Line of Credit | Minimum | |||||
Debt Instrument [Line Items] | |||||
Fixed charge coverage ratio | 110% | ||||
Senior Credit Facility | Line of Credit | Maximum | |||||
Debt Instrument [Line Items] | |||||
Leverage ratio | 250% | ||||
Senior secured leverage ratio | 200% | ||||
Senior Credit Facility | Line of Credit | SOFR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1% | ||||
Senior Credit Facility | Line of Credit | SOFR | Minimum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 3.25% | ||||
Senior Credit Facility | Line of Credit | SOFR | Maximum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 4.50% | ||||
Senior Credit Facility | Line of Credit | Base Rate | Minimum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 3.25% | ||||
Senior Credit Facility | Line of Credit | Base Rate | Maximum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 4.50% |
Debt - Components of Interest E
Debt - Components of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Line of Credit Facility [Line Items] | ||||
Amortization of deferred financing costs | $ 206 | $ 275 | $ 919 | $ 792 |
Interest Expense | 2,002 | 1,298 | 5,129 | 4,161 |
Other | ||||
Line of Credit Facility [Line Items] | ||||
Senior Credit Facility | 22 | (6) | 95 | 331 |
Senior Credit Facility | Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Senior Credit Facility | 1,270 | 678 | 2,849 | 1,950 |
Letters of credit fees and commitment fees | ||||
Line of Credit Facility [Line Items] | ||||
Letters of credit fees and commitment fees | $ 504 | $ 351 | $ 1,266 | $ 1,088 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Credit risk valuation adjustment | $ 100 | $ 100 |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 26,568 | 4,270 |
Total commodity derivative liabilities | (7,960) | (4,194) |
Recurring | Non-trading commodity derivative liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 25,696 | 4,142 |
Total commodity derivative liabilities | (7,644) | (3,236) |
Recurring | Trading commodity derivative liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 872 | 128 |
Total commodity derivative liabilities | (316) | (958) |
Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 4,090 | 104 |
Total commodity derivative liabilities | 0 | 0 |
Recurring | Level 1 | Non-trading commodity derivative liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 4,089 | 104 |
Total commodity derivative liabilities | 0 | 0 |
Recurring | Level 1 | Trading commodity derivative liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 1 | 0 |
Total commodity derivative liabilities | 0 | 0 |
Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 22,478 | 4,166 |
Total commodity derivative liabilities | (7,960) | (4,194) |
Recurring | Level 2 | Non-trading commodity derivative liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 21,607 | 4,038 |
Total commodity derivative liabilities | (7,644) | (3,236) |
Recurring | Level 2 | Trading commodity derivative liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 871 | 128 |
Total commodity derivative liabilities | (316) | (958) |
Recurring | 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 |
Recurring | Level 3 | Non-trading commodity derivative liabilities | ||
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 |
Recurring | Level 3 | Trading commodity derivative liabilities | ||
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 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||||
Income tax rate | 1% | 16.80% | 18.40% | 22.30% |
NuDevco Retail Holdings and NuDevco Retail | ||||
Related Party Transaction [Line Items] | ||||
Deferred tax assets | $ 18.9 | $ 18.9 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Oct. 13, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Litigation and Regulatory Matters | |||
Loss Contingencies [Line Items] | |||
Contingent liabilities | $ 9.7 | $ 14.7 | |
Indirect Tax Audits | |||
Loss Contingencies [Line Items] | |||
Contingent liabilities | 0.3 | $ 0.7 | |
Verde Energy USA, Inc. | |||
Loss Contingencies [Line Items] | |||
Settlement | 0.1 | ||
Damages penalty | $ 1 | ||
Subsequent Event | |||
Loss Contingencies [Line Items] | |||
Settlement | $ 1.5 |
Transactions with Affiliates -
Transactions with Affiliates - Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Assets | |||||
Accounts Receivable - affiliates | $ 5,642 | $ 5,642 | $ 3,819 | ||
Total Assets - affiliates | 5,642 | 5,642 | 3,819 | ||
Liabilities | |||||
Accounts Payable - affiliates | 431 | 431 | 491 | ||
Subordinated debt—affiliates | 20,000 | 20,000 | 0 | ||
Total Liabilities - affiliates | 20,431 | 20,431 | $ 491 | ||
Net NAO - affiliates | 1,672 | $ (288) | (480) | $ (542) | |
Affiliated Entity | |||||
Liabilities | |||||
Revenue NAO - affiliates | 739 | 249 | 2,316 | 818 | |
Less: Cost of Revenue NAO - affiliates | 110 | 0 | 143 | 5 | |
Net NAO - affiliates | $ 629 | $ 249 | $ 2,173 | $ 813 |
Transactions with Affiliates _2
Transactions with Affiliates - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||||
General and administrative expense | $ 16,302,000 | $ 9,719,000 | $ 44,820,000 | $ 33,053,000 |
Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
General and administrative expense | 0 | 0 | 0 | 100,000 |
Affiliated Entity | Allocated Overhead Costs | ||||
Related Party Transaction [Line Items] | ||||
Affiliate costs | 100,000 | 1,700,000 | ||
Due from affiliates | (600,000) | (300,000) | ||
Incremental costs | 400,000 | 400,000 | 1,200,000 | 1,000,000 |
Affiliated Entity | Subordinated Debt Facility | ||||
Related Party Transaction [Line Items] | ||||
Subordinated debt facility allows us to draw advances | 1,000,000 | $ 1,000,000 | ||
Affiliated Entity | Subordinated Debt Facility | Prime Rate | ||||
Related Party Transaction [Line Items] | ||||
Basis spread on variable rate | 2% | |||
Founder | ||||
Related Party Transaction [Line Items] | ||||
Distributions to affiliates | $ 3,600,000 | $ 3,600,000 | $ 10,800,000 | 11,200,000 |
NuDevco Retail Holdings and NuDevco Retail | ||||
Related Party Transaction [Line Items] | ||||
Distributions to affiliates | 10,800,000 | |||
NuDevco Retail Holdings and NuDevco Retail | Payment of Income Taxes Incurred by The Company | ||||
Related Party Transaction [Line Items] | ||||
Distributions to affiliates | $ 100,000 | $ 2,600,000 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting [Abstract] | ||||
Asset optimization revenue | $ 22.6 | $ 9.6 | $ 68.4 | $ 43.1 |
Asset optimization cost of revenues | $ 20.9 | $ 9.9 | $ 68.9 | $ 43.6 |
Segment Reporting - Financial D
Segment Reporting - Financial Data for Business Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||||
Total revenues | $ 118,859 | $ 97,979 | $ 343,112 | $ 293,179 | |
Retail cost of revenues | 102,212 | 40,298 | 232,621 | 198,642 | |
Gross Profit | 16,647 | 57,681 | 110,491 | 94,537 | |
Less: | |||||
Net asset optimization revenue (expense) | 1,672 | (288) | (480) | (542) | |
Net, (loss) gain on non-trading derivative instruments | (1,645) | 31,798 | 55,815 | 57,726 | |
Net, Cash settlements on non-trading derivative instruments | (35,922) | (6,050) | |||
Current period settlements on non-trading derivatives | (14,078) | (5,660) | (35,922) | (6,050) | |
Non-recurring event - Winter Storm Uri | 0 | 497 | 9,565 | (64,403) | |
Retail Gross Margin | 30,456 | 30,870 | 82,903 | 107,322 | |
Total assets | 328,154 | 328,154 | $ 355,276 | ||
Goodwill | 120,343 | 120,343 | 120,343 | ||
(Loss) gain on non-trading derivatives, net | |||||
Less: | |||||
Net, (loss) gain on non-trading derivative instruments | (1,413) | 32,262 | 54,570 | 58,214 | |
Net, Cash settlements on non-trading derivative instruments | (14,068) | (5,660) | (36,067) | (6,054) | |
Current period settlements on non-trading derivatives | (14,068) | (5,660) | (36,067) | (6,054) | |
Operating Segments | Retail Electricity | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 104,970 | 92,104 | 275,301 | 242,548 | |
Retail cost of revenues | 92,816 | 41,035 | 189,092 | 179,762 | |
Gross Profit | 12,154 | 51,069 | 86,209 | 62,786 | |
Less: | |||||
Net asset optimization revenue (expense) | 0 | 0 | 0 | 0 | |
Non-recurring event - Winter Storm Uri | 497 | 9,565 | (64,403) | ||
Retail Gross Margin | 28,507 | 28,213 | 62,404 | 80,478 | |
Total assets | 1,743,817 | 1,743,817 | 1,527,456 | ||
Goodwill | 117,813 | 117,813 | 117,813 | ||
Operating Segments | Retail Electricity | (Loss) gain on non-trading derivatives, net | |||||
Less: | |||||
Net, (loss) gain on non-trading derivative instruments | (5,290) | 27,558 | 42,557 | 51,957 | |
Current period settlements on non-trading derivatives | (11,063) | (5,199) | (28,317) | (5,246) | |
Operating Segments | Retail Natural Gas | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 12,217 | 6,163 | 68,291 | 51,173 | |
Retail cost of revenues | 9,396 | (737) | 43,529 | 18,880 | |
Gross Profit | 2,821 | 6,900 | 24,762 | 32,293 | |
Less: | |||||
Net asset optimization revenue (expense) | 0 | 0 | 0 | 0 | |
Non-recurring event - Winter Storm Uri | 0 | 0 | 0 | ||
Retail Gross Margin | 1,949 | 2,657 | 20,499 | 26,844 | |
Total assets | 84,612 | 84,612 | 7,320 | ||
Goodwill | 2,530 | 2,530 | 2,530 | ||
Operating Segments | Retail Natural Gas | (Loss) gain on non-trading derivatives, net | |||||
Less: | |||||
Net, (loss) gain on non-trading derivative instruments | 3,877 | 4,704 | 12,013 | 6,257 | |
Current period settlements on non-trading derivatives | (3,005) | (461) | (7,750) | (808) | |
Corporate and Other | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 1,672 | (288) | (480) | (542) | |
Retail cost of revenues | 0 | 0 | 0 | 0 | |
Gross Profit | 1,672 | (288) | (480) | (542) | |
Less: | |||||
Net asset optimization revenue (expense) | 1,672 | (288) | (480) | (542) | |
Non-recurring event - Winter Storm Uri | 0 | 0 | 0 | ||
Retail Gross Margin | 0 | 0 | 0 | 0 | |
Total assets | 314,672 | 314,672 | 311,556 | ||
Goodwill | 0 | 0 | 0 | ||
Corporate and Other | (Loss) gain on non-trading derivatives, net | |||||
Less: | |||||
Net, (loss) gain on non-trading derivative instruments | 0 | 0 | 0 | 0 | |
Current period settlements on non-trading derivatives | 0 | 0 | 0 | 0 | |
Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 0 | 0 | 0 | 0 | |
Retail cost of revenues | 0 | 0 | 0 | 0 | |
Gross Profit | 0 | 0 | 0 | 0 | |
Less: | |||||
Net asset optimization revenue (expense) | 0 | 0 | 0 | 0 | |
Non-recurring event - Winter Storm Uri | 0 | 0 | 0 | ||
Retail Gross Margin | 0 | 0 | 0 | 0 | |
Total assets | (1,814,947) | (1,814,947) | (1,491,056) | ||
Goodwill | 0 | 0 | $ 0 | ||
Eliminations | (Loss) gain on non-trading derivatives, net | |||||
Less: | |||||
Net, (loss) gain on non-trading derivative instruments | 0 | 0 | 0 | 0 | |
Current period settlements on non-trading derivatives | $ 0 | $ 0 | $ 0 | $ 0 |
Customer Acquisitions (Details)
Customer Acquisitions (Details) $ in Millions | 1 Months Ended | 9 Months Ended | ||||
Aug. 31, 2022 kWh | Jun. 30, 2022 USD ($) | Jan. 31, 2022 USD ($) customer | Jul. 31, 2021 kWh | May 31, 2021 USD ($) kWh | Sep. 30, 2022 USD ($) kWh | |
Residential Customer Equivalent | ||||||
Asset Acquisition [Line Items] | ||||||
Residential customer equivalents (kwh) | kWh | 18,700 | 50,000 | 45,000 | |||
Payments to acquire assets | $ 7.2 | |||||
Escrow deposit | 1.9 | |||||
Period of contingency | 5 years | 5 years | ||||
Residential Customer Equivalent | Customer Contracts | ||||||
Asset Acquisition [Line Items] | ||||||
Payments to acquire assets | 9.2 | |||||
Residential Customer Equivalent | Starion Energy Inc. | ||||||
Asset Acquisition [Line Items] | ||||||
Residential customer equivalents (kwh) | kWh | 56,900 | |||||
Payments to acquire assets | $ 11.5 | |||||
Related holdbacks | 1.9 | |||||
Reduction in residential customer equivalents | $ 2.3 | |||||
Broker Contracts | ||||||
Asset Acquisition [Line Items] | ||||||
Number of customers | customer | 1,000 | |||||
Asset acquisition, broker contract cash price | $ 0.4 | |||||
Rights to Broker Contracts | ||||||
Asset Acquisition [Line Items] | ||||||
Payments to acquire assets | $ 0.3 | |||||
Number of customers | customer | 900 | |||||
Asset acquisition, consideration | $ 0.6 | |||||
Asset acquisition, consideration, deposit | $ 0.3 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event | Oct. 20, 2022 $ / shares |
Common Class A | |
Subsequent Event [Line Items] | |
Dividends declaration per share of common stock (in dollars per share) | $ 0.18125 |
Series A Preferred Stock | |
Subsequent Event [Line Items] | |
Dividends declaration per share of preferred stock (in dollars per share) | $ 0.666071 |