Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 27, 2024 | Jun. 30, 2023 | |
Class of Stock [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-36559 | ||
Entity Registrant Name | Via Renewables, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 46-5453215 | ||
Entity Address, Address Line One | 12140 Wickchester Ln | ||
Entity Address, Address Line Two | Suite 100 | ||
Entity Address, City or Town | Houston | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 77079 | ||
City Area Code | 713 | ||
Local Phone Number | 600-2600 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 17 | ||
Documents Incorporated by Reference | Certain information required by Part III of this Annual Report on Form 10-K will be disclosed in a Form 10-K/A or in a definitive Proxy Statement for an Annual Meeting of Shareholders (the “Proxy Statement”) no later than 120 days after December 31, 2023. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001606268 | ||
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 | 3,232,701 | ||
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 $0.01 per share | ||
Trading Symbol | VIASP | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 3,567,543 | ||
Common Class B | |||
Class of Stock [Line Items] | |||
Entity Common Stock, Shares Outstanding | 4,000,000 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | GRANT THORNTON LLP |
Auditor Location | Houston, Texas |
Auditor Firm ID | 248 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 42,595 | $ 33,658 |
Restricted cash | 0 | 1,693 |
Inventory | 3,124 | 4,405 |
Fair value of derivative assets | 909 | 1,632 |
Customer acquisition costs, net | 5,154 | 3,530 |
Customer relationships, net | 342 | 2,520 |
Deposits | 6,897 | 10,568 |
Renewable energy credit asset | 25,456 | 24,251 |
Other current assets | 6,567 | 8,749 |
Total current assets | 158,973 | 178,927 |
Property and equipment, net | 4,710 | 4,691 |
Fair value of derivative assets | 91 | 666 |
Customer acquisition costs, net | 1,835 | 1,683 |
Customer relationships, net | 139 | 481 |
Deferred tax assets | 15,282 | 20,437 |
Goodwill | 120,343 | 120,343 |
Other assets | 2,461 | 3,722 |
Total Assets | 303,834 | 330,950 |
Current liabilities: | ||
Accrued liabilities | 15,094 | 8,431 |
Renewable energy credit liability | 15,706 | 13,722 |
Fair value of derivative liabilities | 19,141 | 16,132 |
Other current liabilities | 59 | 322 |
Total current liabilities | 79,996 | 92,168 |
Long-term liabilities: | ||
Fair value of derivative liabilities | 54 | 2,715 |
Long-term portion of Senior Credit Facility | 97,000 | 100,000 |
Subordinated debt—affiliate | 0 | 20,000 |
Other long-term liabilities | 0 | 18 |
Total liabilities | 177,050 | 214,901 |
Commitments and contingencies (Note 13) | ||
Series A Preferred Stock, par value $0.01 per share, 20,000,000 shares authorized, 3,567,543 shares issued and outstanding at December 31, 2023 and December 31, 2022 | 88,065 | 87,713 |
Stockholders' equity: | ||
Additional paid-in capital | 40,002 | 42,871 |
Accumulated other comprehensive loss | (40) | (40) |
Retained earnings | 8,972 | 2,073 |
Treasury stock, at cost, 28,919 and 28,918 at December 31, 2023 and December 31, 2022 | (2,406) | (2,406) |
Total stockholders' equity | 46,600 | 42,570 |
Non-controlling interest in Spark HoldCo, LLC | (7,881) | (14,234) |
Total equity | 38,719 | 28,336 |
Total Liabilities, Series A Preferred Stock and stockholders' equity | 303,834 | 330,950 |
Nonrelated Party | ||
Current assets: | ||
Accounts receivable | 63,246 | 81,466 |
Current liabilities: | ||
Accounts payable | 29,524 | 53,296 |
Related Party | ||
Current assets: | ||
Accounts receivable | 4,683 | 6,455 |
Current liabilities: | ||
Accounts payable | 472 | 265 |
Common Class A | ||
Stockholders' equity: | ||
Common stock | 32 | 32 |
Common Class B | ||
Stockholders' equity: | ||
Common stock | $ 40 | $ 40 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
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, shares (in shares) | 28,919 | 28,918 |
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) | 3,261,620 | 3,200,472 |
Common stock, shares outstanding (in shares) | 3,232,701 | 3,171,553 |
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) | 4,000,000 | 4,000,000 |
Common stock, shares outstanding (in shares) | 4,000,000 | 4,000,000 |
Trade Accounts Receivable | ||
Allowance for doubtful accounts | $ 4,496 | $ 4,335 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | |||
Net asset optimization expense | $ (7,326) | $ (2,322) | $ (4,243) |
Total revenues | 435,192 | 460,493 | 393,485 |
Operating expenses: | |||
Retail cost of revenues | 310,744 | 357,096 | 323,219 |
General and administrative | 68,874 | 61,933 | 44,279 |
Depreciation and amortization | 9,102 | 16,703 | 21,578 |
Total operating expenses | 388,720 | 435,732 | 389,076 |
Operating income | 46,472 | 24,761 | 4,409 |
Other (expense)/income: | |||
Interest expense | (9,334) | (7,204) | (4,926) |
Interest and other income | 109 | 129 | 370 |
Total other (expense)/income | (9,225) | (7,075) | (4,556) |
Income (loss) before income tax expense | 37,247 | 17,686 | (147) |
Income tax expense | 11,142 | 6,483 | 5,266 |
Net income (loss) | 26,105 | 11,203 | (5,413) |
Less: Net income (loss) attributable to non-controlling interest | 11,130 | 3,625 | (9,146) |
Net income attributable to Via Renewables, Inc. stockholders | 14,975 | 7,578 | 3,733 |
Less: Dividend on Series A preferred stock | 10,619 | 8,054 | 7,804 |
Net income (loss) attributable to stockholders of Class A common stock | 4,356 | (476) | (4,071) |
Net income (loss) attributable to stockholders of Class A common stock | 4,356 | (476) | (4,071) |
Other comprehensive income (loss), net of tax: | |||
Comprehensive income (loss) | 26,105 | 11,203 | (5,413) |
Less: Comprehensive income (loss) attributable to non-controlling interest | 11,130 | 3,625 | (9,146) |
Comprehensive income attributable to Via Renewables, Inc. stockholders | $ 14,975 | $ 7,578 | $ 3,733 |
Net income (loss) attributable to Via Renewables, Inc. per share of Class A common stock | |||
Basic (in dollars per share) | $ 1.36 | $ (0.15) | $ (1.35) |
Diluted (in dollars per share) | $ 1.36 | $ (0.15) | $ (1.35) |
Weighted average shares of Class A common stock outstanding | |||
Basic (in shares) | 3,211 | 3,156 | 3,026 |
Diluted (in shares) | 3,211 | 3,156 | 3,026 |
Retail revenues | |||
Revenues: | |||
Retail revenues | $ 439,360 | $ 462,815 | $ 397,728 |
Other revenue | |||
Revenues: | |||
Retail revenues | $ 3,158 | $ 0 | $ 0 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Class A Common Stock | Class B Common Stock | Total Stockholders' Equity | Common Stock Class A Common Stock | Common Stock Class B Common Stock | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Additional Paid-In Capital | Retained Earnings (Deficit) | Non-controlling Interest |
Balance at beginning of period (in shares) at Dec. 31, 2020 | 2,955,000 | 4,160,000 | |||||||||
Balance at beginning of period (in shares) at Dec. 31, 2020 | (29,000) | ||||||||||
Balance at beginning of period at Dec. 31, 2020 | $ 86,317 | $ 62,877 | $ 30 | $ 42 | $ (2,406) | $ (40) | $ 55,507 | $ 9,744 | $ 23,440 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock based compensation | 3,151 | 3,151 | 3,151 | ||||||||
Restricted stock unit vesting (in shares) | 44,000 | ||||||||||
Restricted stock unit vesting | (1,083) | (1,083) | (1,083) | ||||||||
Consolidated net income (loss) | (5,413) | 3,733 | 3,733 | (9,146) | |||||||
Distributions paid to non-controlling unit holders | (17,436) | (17,436) | |||||||||
Dividends paid to Class A common stockholders | (10,987) | (10,987) | (5,487) | (5,500) | |||||||
Dividends to Preferred Stock/Shareholders | (7,804) | (7,804) | (7,804) | ||||||||
Remeasurement of deferred tax assets | 1,804 | 1,804 | 1,804 | ||||||||
Exchange of shares of Class B common stock to shares of Class A common stock (in shares) | 160,000 | (160,000) | |||||||||
Exchange of shares of Class B common stock to shares of Class A common stock | 0 | 320 | $ 2 | $ (2) | 320 | (320) | |||||
Changes in ownership interest | 0 | (294) | (294) | 294 | |||||||
Balance at end of period (in shares) at Dec. 31, 2021 | 3,159,000 | 4,000,000 | |||||||||
Balance at end of period (in shares) at Dec. 31, 2021 | (29,000) | ||||||||||
Balance at end of period at Dec. 31, 2021 | 48,549 | 51,717 | $ 32 | $ 40 | $ (2,406) | (40) | 53,918 | 173 | (3,168) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock based compensation | 3,121 | 3,121 | 3,121 | ||||||||
Restricted stock unit vesting (in shares) | 42,000 | ||||||||||
Restricted stock unit vesting | (469) | (469) | (469) | ||||||||
Consolidated net income (loss) | 11,203 | 7,578 | 7,578 | 3,625 | |||||||
Distributions paid to non-controlling unit holders | (14,553) | (14,553) | |||||||||
Dividends paid to Class A common stockholders | (11,461) | (11,461) | (11,461) | ||||||||
Dividends to Preferred Stock/Shareholders | (8,054) | (8,054) | (2,376) | (5,678) | |||||||
Changes in ownership interest | $ 0 | 138 | 138 | (138) | |||||||
Balance at end of period (in shares) at Dec. 31, 2022 | 3,200,472 | 4,000,000 | 3,201,000 | 4,000,000 | |||||||
Balance at end of period (in shares) at Dec. 31, 2022 | (28,918) | (29,000) | |||||||||
Balance at end of period at Dec. 31, 2022 | $ 28,336 | 42,570 | $ 32 | $ 40 | $ (2,406) | (40) | 42,871 | 2,073 | (14,234) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock based compensation | 2,266 | 2,266 | 2,266 | ||||||||
Restricted stock unit vesting (in shares) | 47,000 | ||||||||||
Restricted stock unit vesting | (186) | (186) | (186) | ||||||||
Consolidated net income (loss) | 26,105 | 14,975 | 14,975 | 11,130 | |||||||
Stock issued - reverse stock split | 14,000 | ||||||||||
Distributions paid to non-controlling unit holders | (4,308) | (4,308) | |||||||||
Dividends paid to Class A common stockholders | (2,874) | (2,874) | (2,874) | ||||||||
Dividends to Preferred Stock/Shareholders | (10,620) | (10,620) | (2,544) | (8,076) | |||||||
Changes in ownership interest | $ 0 | 469 | 469 | (469) | |||||||
Balance at end of period (in shares) at Dec. 31, 2023 | 3,261,620 | 4,000,000 | 3,262,000 | 4,000,000 | |||||||
Balance at end of period (in shares) at Dec. 31, 2023 | (28,919) | (29,000) | |||||||||
Balance at end of period at Dec. 31, 2023 | $ 38,719 | $ 46,600 | $ 32 | $ 40 | $ (2,406) | $ (40) | $ 40,002 | $ 8,972 | $ (7,881) |
CONSOLIDATED STATEMENT OF CHA_2
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Parenthetical) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Dividends paid to Class A common stockholders (in dollars per share) | $ 0.90625 | $ 3.625 | $ 3.625 |
Class A Common Stock | |||
Dividends paid to Class A common stockholders (in dollars per share) | $ 0.90625 | $ 3.625 | $ 3.625 |
Class A Common Stock | Common Stock | |||
Stock issued - reverse stock split | 14 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 26,105 | $ 11,203 | $ (5,413) |
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities: | |||
Depreciation and amortization expense | 9,102 | 16,703 | 21,578 |
Deferred income taxes | 5,154 | 1,962 | 5,507 |
Stock based compensation | 2,295 | 3,252 | 3,448 |
Amortization of deferred financing costs | 825 | 1,125 | 997 |
Bad debt expense | 3,442 | 6,865 | 445 |
Gain (loss) on derivatives, net | 71,493 | (17,821) | (21,200) |
Current period cash settlements on derivatives, net | (66,632) | 35,643 | 15,692 |
Other | 196 | 26 | 0 |
Changes in assets and liabilities: | |||
Decrease (increase) in accounts receivable | 14,777 | (21,620) | 3,229 |
Decrease (increase) in accounts receivable - affiliates | 1,772 | (2,636) | 1,234 |
Decrease (increase) in inventory | 1,281 | (2,423) | (486) |
Increase in customer acquisition costs | (6,736) | (5,870) | (1,415) |
Decrease (increase) in prepaid and other current assets | 610 | (10,475) | 654 |
Decrease (increase) in other assets | 854 | (502) | (190) |
(Decrease) increase in accounts payable and accrued liabilities | (15,149) | 2,707 | (10,213) |
Increase (decrease) in accounts payable—affiliates | 207 | (226) | (335) |
Decrease in other current liabilities | (264) | (1,597) | (705) |
Decrease in other non-current liabilities | (17) | (109) | (152) |
Decrease in intangible assets—customer acquisitions | 0 | 0 | 27 |
Net cash provided by operating activities | 49,315 | 16,207 | 12,702 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (1,435) | (2,153) | (2,713) |
Acquisition of Customers | 0 | (4,718) | (3,797) |
Net cash used in investing activities | (1,435) | (6,871) | (6,510) |
Cash flows from financing activities: | |||
Borrowings on notes payable | 377,000 | 289,000 | 774,000 |
Payments on notes payable | (380,000) | (324,000) | (739,000) |
Net (paydown) borrowings on subordinated debt facility | (20,000) | ||
Net (paydown) borrowings on subordinated debt facility | 20,000 | 0 | |
Restricted stock vesting | (186) | (663) | (1,329) |
Payment of dividends to Class A common stockholders | (2,874) | (11,461) | (10,987) |
Payment of distributions to non-controlling unitholders | (4,308) | (14,553) | (17,436) |
Payment of Preferred Stock dividends | (10,268) | (7,628) | (7,804) |
Net cash used in financing activities | (40,636) | (49,305) | (2,556) |
Increase (decrease) in Cash and cash equivalents and Restricted Cash | 7,244 | (39,969) | 3,636 |
Cash and cash equivalents and Restricted cash—beginning of period | 35,351 | 75,320 | 71,684 |
Cash and cash equivalents and Restricted cash—end of period | 42,595 | 35,351 | 75,320 |
Non-cash items: | |||
Property and equipment purchase accrual | (4) | (4) | (38) |
Cash paid (received) during the period for: | |||
Interest | 8,636 | 5,561 | 3,754 |
Taxes | $ 3,425 | $ 865 | $ (1,788) |
Formation and Organization
Formation and Organization | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Formation and Organization | 1. Formation and Organization Company's Name Change In August 2021, Spark Energy, Inc. changed its name from Spark Energy, Inc. to Via Renewables, Inc. (the "Company"). Organization We are an independent retail energy services company that provides residential and commercial customers in competitive markets across the United States with an alternative choice for natural gas and electricity. The Company is a holding company whose sole material asset consists of units in Spark HoldCo, LLC (“Spark HoldCo”). The Company is the sole managing member of Spark HoldCo, is responsible for all operational, management and administrative decisions relating to Spark HoldCo’s business and consolidates the financial results of Spark HoldCo and its subsidiaries. Spark HoldCo is the direct and indirect owner of the subsidiaries through which we operate. We conduct our business through several brands across our service areas, including Electricity Maine, Electricity N.H., Major Energy, Provider Power Massachusetts, Spark Energy, and Verde Energy. Via Energy Solutions (“VES”) is a wholly owned subsidiary of the Company that offers broker services for retail energy customers. Via Wireless is a wholly owned subsidiary of the Company that offers wireless services and equipment to wireless customers. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the SEC. Our financial statements are presented on a consolidated basis and include all wholly-owned and controlled subsidiaries. We account for investments over which we have significant influence but not a controlling financial interest using the equity method of accounting. All significant intercompany transactions and balances have been eliminated in the consolidated financial statements. In the opinion of the Company's management, the accompanying consolidated financial statements reflect all adjustments that are necessary to fairly present the financial position, the results of operations, the changes in equity and the cash flows of the Company for the respective periods. Such adjustments are of a normal recurring nature, unless otherwise disclosed. Subsequent Events Subsequent events have been evaluated through the date these financial statements are issued. Any material subsequent events that occurred prior to such date have been properly recognized or disclosed in the consolidated financial statements. Use of Estimates and Assumptions The preparation of our consolidated financial statements requires estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could materially differ from those estimates. Relationship with our Founder, Majority Shareholder, and Chief Executive Officer Mr. Maxwell, III is the Chief Executive Officer and the owner of a majority of the voting power of our common stock through his ownership of NuDevco Retail, LLC ("NuDevco Retail") and Retailco, LLC ("Retailco"). Retailco is a wholly owned subsidiary of TxEx Energy Investments, LLC ("TxEx"), which is wholly owned by Mr. Maxwell. NuDevco Retail is a wholly owned subsidiary of NuDevco Retail Holdings LLC ("NuDevco Retail Holdings"), which is a wholly owned subsidiary of Electric HoldCo, LLC, which is also a wholly owned subsidiary of TxEx. We enter into transactions with and pay certain costs on behalf of affiliates that are commonly controlled by Mr. Maxwell, and these affiliates enter into transactions with and pay certain costs on our behalf. We undertake these transactions in order to reduce risk, reduce administrative expense, create economies of scale, create strategic alliances and supply goods and services among these related parties. These transactions include, but are not limited to, employee benefits provided through the Company’s benefit plans, insurance plans, leased office space, certain administrative salaries, management due diligence, recurring management consulting, and accounting, tax, legal, or technology services. Amounts billed under these arrangements are based on services provided, departmental usage, or headcount, which are considered reasonable by management. As such, the accompanying consolidated financial statements include costs that have been incurred by the Company and then directly billed or allocated to affiliates, and costs that have been incurred by our affiliates and then directly billed or allocated to us, and are recorded net in general and administrative expense on the consolidated statements of operations with a corresponding accounts receivable—affiliates or accounts payable—affiliates, respectively, recorded in the consolidated balance sheets. Additionally, the Company enters into transactions with certain affiliates for sales or purchases of natural gas and electricity, which are recorded in retail revenues, retail cost of revenues, and net asset optimization revenues in the consolidated statements of operations with a corresponding accounts receivable—affiliate or accounts payable—affiliate in the consolidated balance sheets. The allocations and related estimates and assumptions are described more fully in Note 14 "Transactions with Affiliates." On December 29, 2023, we entered into a merger agreement (the “Merger Agreement”) with Retailco, LLC, a Texas limited liability company (“Retailco”), and NuRetailco LLC, a Delaware limited liability company and wholly-owned subsidiary of Retailco (“Merger Sub”), whereby all of our Class A common stock (except for as described below), will be acquired by Retailco for $11.00 per share. Retailco is an entity owned by TxEx, which is wholly owned by Mr. Maxwell. The transaction will be effected by a merger of Merger Sub, with and into the Company, with the Company surviving the merger. Under the terms of the Merger Agreement, all of our Class A common stock, except for shares of Class A common stock for which appraisal rights have been properly and validly exercised under Delaware law and certain additional shares, including those held by the Company or any of its subsidiaries (or held in the Company’s treasury), Retailco or Merger Sub or any of their respective subsidiaries, or Mr. Maxwell, and any person or entity controlled by him, will be converted into the right to receive the cash consideration. The Class A common stock, currently traded under the symbol VIA, will cease to trade on NASDAQ upon consummation of the transaction. We expect that the Series A Preferred Stock, currently traded under the symbol VIASP, will continue to trade on NASDAQ following the transaction. Accordingly, Via Renewables will remain subject to the reporting requirements of the Exchange Act. The transaction was negotiated on behalf of the Company by a Special Committee of its Board of Directors with the assistance of independent financial and legal advisors. The Special Committee is comprised of entirely disinterested and independent directors. Following the Special Committee’s unanimous recommendation in support of the merger, the Company’s Board of Directors (other than Mr. Maxwell) approved the Merger Agreement and recommended that the Company’s stockholders adopt and approve the Merger Agreement and the merger. The merger is subject to approval by a majority of shareholders of the issued and outstanding shares of the Company’s Class A common stock and Class B common stock. In addition, the merger is subject to a non-waivable requirement of approval by the holders of at least a majority of the issued and outstanding Class A common stock and Class B common stock not owned by Mr. Maxwell and his affiliated entities or the directors, officers or their immediate family members. Mr. Maxwell and affiliated entities have entered into a support agreement to vote their shares in favor of the transaction and against any competing transaction. The Merger Agreement is not subject to a financing condition, but is subject to customary closing conditions. The transaction is expected to close in the second quarter of 2024. Cash and Cash Equivalents Cash and cash equivalents consist of all unrestricted demand deposits and funds invested in highly liquid instruments with original maturities of three months or less. The Company periodically assesses the financial condition of the institutions where these funds are held and believes that its credit risk is minimal with respect to these institutions. Restricted Cash As part of the customer acquisitions in May 2021, we funded an escrow account, the balance of which is reflected as restricted cash in our consolidated balance sheet. As we acquire customers and other conditions of the asset purchase agreement are met, we make payments to the sellers from the escrow account. As of December 31, 2022, the balance in the escrow account was $1.7 million. These funds were released to the sellers as remaining conditions of the purchase agreement were met in the first quarter of 2023. See Note 16 "Customer Acquisitions" for further discussion. Inventory Inventory primarily consists of natural gas used to fulfill and manage seasonality for fixed and variable-price retail customer load requirements and is valued at the lower of weighted average cost or net realizable value. Purchased natural gas costs are recognized in the consolidated statements of operations, within retail cost of revenues, when the natural gas is sold and delivered out of the storage facility using the weighted average cost of the gas sold. As of December 31, 2023, the Company also holds approximately $0.5 million of wireless device inventory which is valued at the lower of cost or net realizable value. Customer Acquisition Costs The Company capitalizes direct response advertising costs that consist primarily of hourly and commission-based telemarketing costs, door-to-door agent commissions and other direct advertising costs associated with proven customer generation in its balance sheet. These costs are amortized over one As of December 31, 2023 and 2022, the net customer acquisition costs were $7.0 million and $5.2 million, respectively, of which $5.2 million and $3.5 million were recorded in current assets, and $1.8 million and $1.7 million were recorded in non-current assets. Amortization of customer acquisition costs was $4.8 million, $2.1 million, and $6.1 million for the years ended December 31, 2023, 2022 and 2021, respectively, which is recorded in depreciation and amortization in the Consolidated Statements of Operations. Customer acquisition costs do not include customer acquisitions through merger and acquisition activities, which are recorded as customer relationships. Recoverability of customer acquisition costs is evaluated based on a comparison of the carrying amount of such costs to the future net cash flows expected to be generated by the customers acquired, considering specific assumptions for customer attrition, per unit gross profit, and operating costs. These assumptions are based on forecasts and historical experience. No impairments of customer acquisition costs were recorded for the years ended December 31, 2023, 2022 and 2021. Customer Relationships Customer contracts recorded as part of mergers or acquisitions are reflected as customer relationships in our balance sheet. The Company had capitalized customer relationship of $0.3 million and $2.5 million, net of amortization, as current assets as of December 31, 2023 and 2022, respectively, and $0.1 million and $0.5 million, net of amortization, as non-current assets as of December 31, 2023 and 2022, respectively, related to these intangible assets. These intangibles are amortized on a straight-line basis over the estimated average life of the related customer contracts acquired, which ranges from eighteen months to three years. The acquired customer relationships intangibles are reflective of the acquired companies’ customer base, and were valued at the respective dates of acquisition using an excess earnings method under the income approach. Using this method, the Company estimated the future cash flows resulting from the existing customer relationships, considering attrition as well as charges for contributory assets, such as net working capital, fixed assets, and assembled workforce. These future cash flows were then discounted using an appropriate risk-adjusted rate of return by retail unit to arrive at the present value of the expected future cash flows. Customer relationships are amortized to depreciation and amortization based on the expected future net cash flows by year, bifurcated between hedged and unhedged and amortized to depreciation and amortization based on the expected future cash flows by year and expensed to retail cost of revenue based on the expected term of the underlying fixed price contract in each reporting period, respectively. During the twelve months ended December 31, 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 twelve months ended December 31, 2022. Customer relationship amortization expense was $2.5 million, $12.3 million, and $12.7 million for the years ended December 31, 2023, 2022 and 2021, respectively. We review customer relationships for impairment whenever events or changes in business circumstances indicate the carrying value of the intangible assets may not be recoverable. Impairment is indicated when the undiscounted cash flows estimated to be generated by the intangible assets are less than their respective carrying value. If an impairment exists, a loss is recognized for the difference between the fair value and carrying value of the intangible assets. No impairments of customer relationships were recorded for the years ended December 31, 2023, 2022 and 2021. Trademarks We record trademarks as part of our acquisitions which represent the value associated with the recognition and positive reputation of an acquired company to its target markets. This value would otherwise have to be internally developed through significant time and expense or by paying a third party for its use. These intangibles are amortized over the estimated five-year to ten-year life of the trademark on a straight-line basis. The fair values of trademark assets were determined at the date of acquisition using a royalty savings method under the income approach. Under this approach, the Company estimates the present value of expected cash flows resulting from avoiding royalty payments to use a third party trademark. The Company analyzes market royalty rates charged for licensing trademarks and applied an expected royalty rate to a forecast of estimated revenue, which was then discounted using an appropriate risk adjusted rate of return. As of December 31, 2023 and 2022, we had recorded $2.4 million and $2.8 million related to these trademarks in other assets. Amortization expense was $0.4 million, $0.7 million, and $1.1 million for the years ended December 31, 2023, 2022 and 2021, respectively. We review trademarks for impairment whenever events or changes in business circumstances indicate the carrying value of the intangible assets may not be recoverable. Impairment is indicated when the undiscounted cash flows estimated to be generated by the intangible assets are less than their respective carrying value. If an impairment exists, a loss is recognized for the difference between the fair value and carrying value of the intangible assets. No impairments of trademarks were recorded for the years ended December 31, 2023, 2022 and 2021. Operating Leases The Company maintained operating leases related to our offices that expired in 2022. The initial term for our property leases is typically three For our operating leases, we recorded rent expense of zero, less than $0.1 million and $0.2 million for the years ended December 31, 2023, 2022 and 2021, respectively. We recorded sub-lease income of zero, less than $0.1 million and $0.2 million for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023 and 2022, we had recorded a right-of-use asset of zero and zero, respectively, in other current assets other assets other current liabilities other long-term liabilities Deferred Financing Costs Costs incurred in connection with the issuance of long-term debt are capitalized and amortized to interest expense using the straight-line method over the life of the related long-term debt. These costs are included in other assets in our consolidated balance sheets. Property and Equipment The Company records property and equipment at historical cost. Depreciation expense is recorded on a straight-line method based on estimated useful lives, which range from 2 to 5 years, along with estimates of the salvage values of the assets. When items of property and equipment are sold or otherwise disposed of, any gain or loss is recorded in the consolidated statements of operations. The Company capitalizes costs associated with certain of its internal-use software projects. Costs capitalized are those incurred during the application development stage of projects such as software configuration, coding, installation of hardware and testing. Costs incurred during the preliminary or post-implementation stage of the project are expensed in the period incurred, including costs associated with formulation of ideas and alternatives, training and application maintenance. After internal-use software projects are completed, the associated capitalized costs are depreciated over the estimated useful life of the related asset. Interest costs incurred while developing internal-use software projects are also capitalized. Capitalized interest costs for the years ended December 31, 2023, 2022 and 2021 were not material. Goodwill Goodwill represents the excess of cost over fair value of the assets of businesses acquired in accordance with FASB ASC Topic 350 Intangibles-Goodwill and Other ("ASC 350"). The goodwill on our consolidated balance sheet as of December 31, 2023 is associated with both our Retail Natural Gas and Retail Electricity segments. We determine our segments, which are also considered our reporting units, by identifying each unit that engaged in business activities from which it may earn revenues and incur expenses, had operating results regularly reviewed by the segment manager for purposes of resource allocation and performance assessment, and had discrete financial information. Goodwill is not amortized, but rather is assessed for impairment whenever events or circumstances indicate that impairment of the carrying value of goodwill is likely, but no less often than annually as of October 31. We compare our estimate of the fair value of the reporting unit with its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its fair value, we would recognize a goodwill impairment loss for the amount by which the reporting unit's carrying value exceeds its fair value. In accordance with our accounting policy, we completed our annual assessment of goodwill impairment as of October 31, 2023 during the fourth quarter of 2023, using a quantitative assessment approach, and the test indicated no impairment. Treasury Stock Treasury stock consists of Company's own stock that has been issued, but subsequently reacquired by the Company. Treasury stock does not reduce the number of shares issued but does reduce the number of shares outstanding. These shares are not eligible to receive cash dividends. We use the cost method to account for treasury shares. Revenues and Cost of Revenues Our revenues are derived primarily from the sale of natural gas and electricity to customers, including affiliates. Revenues are recognized by the Company based on consideration specified in contracts with customers when performance obligations are satisfied by transferring control over products to a customer. Utilizing these criteria, revenue is recognized when the natural gas or electricity is delivered to the customer. Similarly, cost of revenues is recognized when the commodity is delivered. Revenues for natural gas and electricity sales are recognized under the accrual method. Natural gas and electricity sales that have been delivered but not billed by period end are estimated. Accrued unbilled revenues are based on estimates of customer usage since the date of the last meter read provided by the utility. Volume estimates are based on forecasted volumes and estimated customer usage by class. Unbilled revenues are calculated by multiplying these volume estimates by the applicable rate by customer class. Estimated amounts are adjusted when actual usage is known and billed. Costs for natural gas and electricity sales are similarly recognized under the accrual method. Natural gas and electricity costs that have not been billed to the Company by suppliers but have been incurred by period end are estimated. The Company estimates volumes for natural gas and electricity delivered based on the forecasted revenue volumes, estimated transportation cost volumes and estimation of other costs associated with retail load that varies by commodity utility territory. These costs include items like ISO fees, ancillary services and renewable energy credits. Estimated amounts are adjusted when actual usage is known and billed. Our asset optimization activities, which primarily include natural gas physical arbitrage and other short term storage and transportation transactions, meet the definition of trading activities and are recorded on a net basis in the consolidated statements of operations in net asset optimization revenues. The Company recorded asset optimization revenues, primarily related to physical sales or purchases of commodities, of $24.6 million, $86.7 million and $57.0 million for the years ended December 31, 2023, 2022 and 2021, respectively, and recorded asset optimization costs of revenues of $31.9 million, $89.0 million and $61.2 million for the years ended December 31, 2023, 2022 and 2021, respectively, which are presented on a net basis in asset optimization revenues in the Consolidated Statements of Operations. Other revenue is derived from contracts with customers through the provision of wireless and other services and the sale of wireless equipment. These revenues are recognized under the accrual method, over time as wireless and other services are provided and at the time of delivery of wireless equipment. Costs for wireless and other services and the sale of wireless equipment are similarly recognized on the accrual basis, including costs to procure wireless data and wireless devices. Natural Gas Imbalances The consolidated balance sheets include natural gas imbalance receivables and payables, which primarily result when customers consume more or less gas than has been delivered by the Company to local distribution companies (“LDCs”). The settlement of natural gas imbalances varies by LDC, but typically the natural gas imbalances are settled in cash or in kind on a monthly, quarterly, semi-annual or annual basis. The imbalances are valued at their estimated net realizable value. The Company recorded an imbalance receivable of $0.2 million and $0.5 million in other current assets on the consolidated balance sheets as of December 31, 2023 and 2022, respectively. The Company recorded an imbalance payable of zero and zero in other current liabilities on the consolidated balance sheets as of December 31, 2023 and 2022, respectively. Derivative Instruments The Company uses derivative instruments such as futures, swaps, forwards and options to manage the commodity price risks of its business operations. All derivatives are recorded in the consolidated balance sheets at fair value. Derivative instruments representing unrealized gains are reported as derivative assets while derivative instruments representing unrealized losses are reported as derivative liabilities. We offset amounts in the consolidated balance sheets for derivative instruments executed with the same counterparty where we have a master netting arrangement. As part of our asset optimization activities, we manage a portfolio of commodity derivative instruments held for trading purposes. Changes in fair value of and amounts realized upon settlements of derivatives instruments held for trading purposes are recognized in earnings in net asset optimization revenues. To manage the retail business, the Company holds derivative instruments that are not for trading purposes and are not designated as hedges for accounting purposes. Changes in the fair value of and amounts realized upon settlement of derivative instruments not held for trading purposes are recognized in retail costs of revenues. Income Taxes The Company follows the asset and liability method of accounting for income taxes where deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been recognized in the financial statements or tax returns and operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in those years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will not be realized. Amounts owed or refundable on current year returns is included as a current payable or receivable in the consolidated balance sheet. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the projected future taxable income and tax planning strategies in making this assessment. The Company recognizes interest and penalties related to unrecognized tax benefits within the provision for income taxes on continuing operations in our consolidated statements of operations. During the year ended December 31, 2023 and 2022 our accrued liabilities included income tax payable of $2.5 million and $0.4 million, respectively. During the year ended December 31, 2023 and 2022 our other current assets included income tax receivable of $2.1 million and $2.5 million, respectively. Earnings per Share Basic earnings per share (“EPS”) is computed by dividing net income attributable to stockholders (the numerator) by the weighted-average number of Class A common shares outstanding for the period (the denominator). Class B common shares are not included in the calculation of basic earnings per share because they are not participating securities and have no economic interests. Diluted earnings per share is similarly calculated except that the denominator is increased by potentially dilutive securities. We use the treasury stock method to determine the potential dilutive effect of our outstanding unvested restricted stock units and use the if-converted method to determine the potential dilutive effect of our Class B common stock. Non-controlling Interest Net income attributable to non-controlling interest represents the Class B Common stockholders' interest in income and expenses of the Company. The weighted average ownership percentages for the applicable reporting period are used to allocate the income (loss) before income taxes to each economic interest owner. Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. New Accounting Standards Being Evaluated/Standards Not yet adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280) : Improvements to Reportable Segment Disclosures. The amendments in the ASU improve reportable segment disclosures by adding and enhancing annual and interim disclosure requirements, clarifying circumstances in which entities can disclose multiple segment measures of profit or loss, providing new segment disclosure requirements for entities with a single reportable segment, and adding other disclosure requirements. ASU 2023-07 will be effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. We are evaluating the impact of adoption on our consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The ASU requires enhanced income tax disclosures, particularly related to a reporting entity's effective tax rate reconciliation and income taxes paid. For the rate reconciliation, the update requires additional categories of information about federal, state, and foreign taxes and details about significant reconciling items, subject to a quantitative threshold. Income taxes paid must be similarly disaggregated by federal, state, and foreign based on a quantitative threshold. The ASU will be effective for annual periods beginning after December 15, 2024. The guidance shall be applied on a prospective basis with the option to apply retrospectively. We are evaluating the impact of adoption on our consolidated financial statements. 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 | 12 Months Ended |
Dec. 31, 2023 | |
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. Other revenue is derived from contracts with customers through the provision of wireless and other services and the sale of wireless equipment. Revenues for electricity and natural gas sales are recognized under the accrual method when our performance obligation to a customer is satisfied, which is the point in time when the product is delivered and control of the product passes to the customer. Electricity and natural gas products may be sold as fixed-price or variable-price products. The typical length of a contract to provide electricity and/or natural gas is 12 months. Customers are billed and typically pay at least monthly, based on usage. Electricity and natural gas sales that have been delivered but not billed by period end are estimated and recorded as accrued unbilled revenues based on estimates of customer usage since the date of the last meter read provided by the utility. Volume estimates are based on forecasted volumes and estimated residential and commercial customer usage. Unbilled revenues are calculated by multiplying these volume estimates by the applicable rate by customer class (residential or commercial). Estimated amounts are adjusted when actual usage is known and billed. The following table discloses revenue by primary geographical market, customer type, and customer credit risk profile (in thousands). The table also includes a reconciliation of the disaggregated revenue to revenue by reportable segment (in thousands). Reportable Segments Years ended December 31, 2023 Years ended December 31, 2022 Years ended December 31, 2021 Retail Electricity (c) Retail Natural Gas Total Reportable Segments Retail Electricity Retail Natural Gas Total Reportable Segments Retail Electricity Retail Natural Gas Total Reportable Segments Primary markets (a) New England $ 115,129 $ 8,937 $ 124,066 $ 111,332 $ 10,284 $ 121,616 $ 100,819 $ 9,402 $ 110,221 Mid-Atlantic 111,599 39,860 151,459 114,994 49,626 164,620 107,307 28,070 135,377 Midwest 31,353 18,578 49,931 39,658 22,436 62,094 41,974 20,602 62,576 Southwest 70,385 43,519 113,904 86,766 27,719 114,485 72,494 17,060 89,554 $ 328,466 $ 110,894 $ 439,360 $ 352,750 $ 110,065 $ 462,815 $ 322,594 $ 75,134 $ 397,728 Customer type Commercial $ 40,356 $ 60,111 $ 100,467 $ 42,439 $ 53,504 $ 95,943 $ 49,159 $ 25,610 $ 74,769 Residential 288,482 59,175 347,657 309,503 51,465 360,968 280,065 49,483 329,548 Unbilled revenue (b) (372) (8,392) (8,764) 808 5,096 5,904 (6,630) 41 (6,589) $ 328,466 $ 110,894 $ 439,360 $ 352,750 $ 110,065 $ 462,815 $ 322,594 $ 75,134 $ 397,728 Customer credit risk POR $ 191,355 $ 50,439 $ 241,794 $ 212,374 $ 62,962 $ 275,336 $ 195,120 $ 40,541 $ 235,661 Non-POR 137,111 60,455 197,566 140,376 47,103 187,479 127,474 34,593 162,067 $ 328,466 $ 110,894 $ 439,360 $ 352,750 $ 110,065 $ 462,815 $ 322,594 $ 75,134 $ 397,728 (a) 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 and Virginia; • Midwest - Illinois, Indiana, Michigan and Ohio; and • Southwest - Arizona, California, Colorado, Florida, Nevada and Texas. (b) Unbilled revenue is recorded in total until it is actualized, at which time it is categorized between commercial and residential customers. (c) Retail Electricity includes services. Reconciliation to Consolidated Financial Information A reconciliation of the reportable segment operating revenues to consolidated revenues is as follows: Year Ended December 31, 2023 2022 2021 Total Reportable Segments Revenue $ 439,360 $ 462,815 $ 397,728 Net asset optimization expense (7,326) (2,322) (4,243) Other Revenue 3,158 — — Total Revenues $ 435,192 $ 460,493 $ 393,485 We record gross receipts taxes on a gross basis in retail revenues and retail cost of revenues. During the year ended December 31, 2023, 2022 and 2021 our retail revenues included gross receipts taxes of $1.0 million, $1.3 million and $1.1 million respectively. During the year ended December 31, 2023, 2022 and 2021, our retail cost of revenues included gross receipts taxes of $5.2 million, $5.2 million and $4.4 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 credit losses 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 credit losses by business segment by pooling customer accounts receivables based on similar risk characteristics, such as customer type, geography, aging analysis, payment terms, and related macroeconomic factors. Expected credit loss exposure is evaluated for each of our accounts receivables pools. Expected credits losses are established using a model that considers historical collections experience, current information, and reasonable and supportable forecasts. The Company writes off accounts receivable balances against the allowance for credit losses accounts when the accounts receivable is deemed to be uncollectible. We assess the adequacy of the allowance for credit losses through review of an aging of customer accounts receivable and general economic conditions in the markets that we serve. Bad debt expense of $3.4 million, $6.9 million and $0.4 million was recorded in general and administrative expense in the consolidated statements of operations for the years ended December 31, 2023, 2022 and 2021, respectively. A rollforward of our allowance for credit losses for the year ended December 31, 2023 is presented in the table below (in thousands): Balance at December 31, 2022 $ (4,335) Bad debt provision (3,442) Write-offs 3,376 Recovery of previous write offs (95) Balance at December 31, 2023 $ (4,496) |
Equity
Equity | 12 Months Ended |
Dec. 31, 2023 | |
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 Mr. Maxwell and majority shareholder holding the remaining economic interests in Spark HoldCo. As a result, we consolidate the financial position and results of operations of Spark HoldCo, and reflect the economic interests owned by these affiliates as a non-controlling interest. The Company and affiliates owned the following economic interests in Spark HoldCo at December 31, 2023 and December 31, 2022, respectively. The Company Affiliated Owners December 31, 2023 44.92 % 55.08 % December 31, 2022 44.45 % 55.55 % The following table summarizes the portion of net income (loss) and income tax expense (benefit) attributable to non-controlling interest (in thousands): Year Ended December 31, 2023 2022 2021 Net income (loss) allocated to non-controlling interest $ 14,302 $ 5,585 $ (5,607) Less: Income tax expense allocated to non-controlling interest 3,172 1,960 3,539 Net income (loss) attributable to non-controlling interest $ 11,130 $ 3,625 $ (9,146) 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. Reverse Stock Split On March 20, 2023, the Company’s shareholders approved at a special meeting a proposal by the Company’s Board of Directors to consummate a reverse stock split of the Company’s Class A common stock and Class B common stock at a ratio between 1 for 2 to 1 for 5, with such ratios to be determined by the Chief Executive Officer or the Chief Financial Officer, or to determine not to proceed with the reverse stock split, during a period of time not to exceed the one-year anniversary of the special meeting date (the “Reverse Stock Split”). On March 20, 2023, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to effect the Reverse Stock Split at a ratio of 1 to 5 for each issued and outstanding share of Class A common stock and Class B common stock as of March 21, 2023 at 5:30 PM ET. The Class A common stock began trading on a post-split basis on March 22, 2023. No fractional shares were issued as a result of the Reverse Stock Split and it did not impact the par value of the Class A common stock or Class B common stock. Any fractional shares that would otherwise have resulted from the Reverse Stock Split were rounded up to the next whole number. The number of authorized shares of Class A common stock and Class B common stock were not impacted by the Reverse Stock Split and remained unchanged at 120,000,000 shares of Class A common stock and 60,000,000 shares of Class B common stock. All shares of Class A common stock and Class B common stock and per share amounts in the accompanying consolidated financial statements and related notes have been retrospectively restated to reflect the effect of the Reverse Stock Split effective March 21, 2023. Conversion of Class B Common Stock to Class A Common Stock In July 2021, holders of Class B common stock exchanged 160,000 of their Spark HoldCo units (together with a corresponding number of shares of Class B common stock) for shares of Class A common stock at an exchange ratio of one share of Class A common stock for each Spark HoldCo unit (and corresponding share of Class B common stock) exchanged. Dividends on Class A Common Stock Dividends declared for the Company's Class A common stock are reported as a reduction of retained earnings, or a reduction of additional paid in capital to the extent retained earnings are exhausted. During the years ended December 31, 2023, 2022, and 2021, we paid dividends on our Class A common stock of $2.9 million, $11.5 million, and $11.0 million. Dividends paid per share on each share of Class A common stock totaled $0.90625 for the year ended December 31, 2023 and $3.625 for the years ended December 31, 2022 and 2021, respectively. In order to pay our stated dividends to holders of our Class A common stock, our subsidiary, Spark HoldCo is required to make corresponding distributions to holders of its units, including those holders that own our Class B common stock (our non-controlling interest holder). As a result, during the year ended December 31, 2023, Spark HoldCo made corresponding distributions of $3.6 million to our non-controlling interest holders. In April 2023, we announced that our Board of Directors elected to temporarily suspend the quarterly cash dividend on the Class A common stock. During the second, third and fourth quarter of 2023, we did not pay dividends to the holders of the Company's Class A common stock and did not make corresponding distributions to our non-controlling interest holders. Preferred Stock The Company has 20,000,000 shares of authorized preferred stock for which there are 3,567,543 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively. See Note 5 "Preferred Stock" for a further discussion of preferred stock. Issuance of Class A Common Stock Upon Vesting of Restricted Stock Units For the years ended December 31, 2023, 2022, and 2021, 68,439, 58,033, and 68,481, respectively of restricted stock units vested, with 46,466, 42,268, and 43,828, respectively of shares of common stock distributed to the holders of these units. Differences between shares vested and issued were a result of 21,973, 15,765, and 24,653 shares of common stock withheld by the Company to cover taxes owed on the vesting of such units. Earnings Per Share Basic earnings per share (“EPS”) is computed by dividing net income attributable to stockholders (the numerator) by the weighted-average number of Class A common shares outstanding for the period (the denominator). Class B common shares are not included in the calculation of basic earnings per share because they are not participating securities and have no economic interests. Diluted earnings per share is similarly calculated except that the denominator is increased by potentially dilutive securities. The following table presents the computation of basic and diluted income (loss) per share for the years ended December 31, 2023, 2022, and 2021 (in thousands, except per share data): Year Ended December 31, 2023 2022 2021 Net income attributable to Via Renewables, Inc. stockholders $ 14,975 $ 7,578 $ 3,733 Less: Dividend on Series A preferred stock 10,619 8,054 7,804 Net income (loss) attributable to stockholders of Class A common stock $ 4,356 $ (476) $ (4,071) Basic weighted average Class A common shares outstanding 3,211 3,156 3,026 Basic earnings (loss) per share attributable to stockholders $ 1.36 $ (0.15) $ (1.35) Net income (loss) attributable to stockholders of Class A common stock $ 4,356 $ (476) $ (4,071) Diluted net income (loss) attributable to stockholders of Class A common stock $ 4,356 $ (476) $ (4,071) Basic weighted average Class A common shares outstanding 3,211 3,156 3,026 Diluted weighted average shares outstanding 3,211 3,156 3,026 Diluted earnings (loss) per share attributable to stockholders $ 1.36 $ (0.15) $ (1.35) The computation of diluted earnings per share for the year ended December 31, 2023 excludes 4.0 million shares of Class B common stock and 0.2 million restricted stock units because the effect of their conversion was antidilutive. The Company's outstanding shares of Series A Preferred Stock were not included in the calculation of diluted earnings per share because they contain only contingent redemption provisions that have not occurred. Variable Interest Entity Spark HoldCo is a variable interest entity due to its lack of rights to participate in significant financial and operating decisions and its inability to dissolve or otherwise remove its management. Spark HoldCo owns all of the outstanding membership interests in each of our operating subsidiaries. We are the sole managing member of Spark HoldCo, manage Spark HoldCo's operating subsidiaries through this managing membership interest, and are considered the primary beneficiary of Spark HoldCo. The assets of Spark HoldCo cannot be used to settle our obligations except through distributions to us, and the liabilities of Spark HoldCo cannot be settled by us except through contributions to Spark HoldCo. The following table includes the carrying amounts and classification of the assets and liabilities of Spark HoldCo that are included in our consolidated balance sheet as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Assets Current assets: Cash and cash equivalents $ 42,062 $ 33,267 Accounts receivable 62,548 81,363 Other current assets 50,650 61,162 Total current assets 155,260 175,792 Non-current assets: Goodwill 120,343 120,343 Other assets 11,351 13,675 Total non-current assets 131,694 134,018 Total Assets $ 286,954 $ 309,810 Liabilities Current liabilities: Accounts Payable and Accrued Liabilities $ 44,201 $ 61,367 Other current liabilities 71,994 63,673 Total current liabilities 116,195 125,040 Long-term liabilities: Long-term portion of Senior Credit Facility 97,000 100,000 Subordinated debt—affiliate — 20,000 Other long-term liabilities 54 2,733 Total long-term liabilities 97,054 122,733 Total Liabilities $ 213,249 $ 247,773 |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2023 | |
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. Following the cessation of the publication of U.S. LIBOR on June 30, 2023, we use Three Month CME Term SOFR plus a tenor spread of 0.26161 percent (or 26.161 bps) to calculate the dividend rate on the Series A Preferred Stock pursuant to the rules of the Adjustable Interest Rate (LIBOR) Act. During the year ended December 31, 2023, we paid $10.3 million in dividends to holders of the Series A Preferred Stock. As of December 31, 2023, we had accrued $2.7 million related to dividends to holders of the Series A Preferred Stock. This dividend was paid on January 16, 2024. During the year ended December 31, 2022, the Company paid $7.6 million in dividends to holders of the Series A Preferred Stock and had accrued $2.4 million as of December 31, 2022. On January 17, 2024, the Company declared a quarterly cash dividend in the amount of $0.75960 per share of Series A Preferred Stock. The dividend will be paid on April 15, 2024 to holders of record on April 1, 2024 of the Series A Preferred Stock. A summary of our preferred equity balance for the years ended December 31, 2023 and 2022 is as follows: (in thousands) Balance at December 31, 2021 $ 87,288 Repurchase of Series A Preferred Stock — Accumulated dividends on Series A Preferred Stock 425 Balance at December 31, 2022 $ 87,713 Repurchase of Series A Preferred Stock — Accumulated dividends on Series A Preferred Stock 352 Balance at December 31, 2023 $ 88,065 |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 6. Derivative Instruments We are exposed to the impact of market fluctuations in the price of electricity and natural gas, basis differences in the price of natural gas, storage charges, renewable energy credits ("RECs"), and capacity charges from independent system operators. We use derivative instruments in an effort to manage our cash flow exposure to these risks. These instruments are not designated as hedges for accounting purposes, and accordingly, changes in the market value of these derivative instruments are recorded in the cost of revenues. As part of our strategy to optimize pricing in our natural gas related activities, we also manage a portfolio of commodity derivative instruments held for trading purposes. Our commodity trading activities are subject to limits within our Risk Management Policy. For these derivative instruments, changes in the fair value are recognized currently in earnings in net asset optimization revenues. Derivative assets and liabilities are presented net in our consolidated balance sheets when the derivative instruments are executed with the same counterparty under a master netting arrangement. Our derivative contracts include transactions that are executed both on an exchange and centrally cleared, as well as over-the-counter, bilateral contracts that are transacted directly with third parties. To the extent we have paid or received collateral related to the derivative assets or liabilities, such amounts would be presented net against the related derivative asset or liability’s fair value. As of December 31, 2023 and 2022, we offset $5.2 million and $2.7 million, respectively, in collateral to net against the related derivative liability's fair value. The specific types of derivative instruments we may execute to manage the commodity price risk include the following: • Forward contracts, which commit us to purchase or sell energy commodities in the future; • Futures contracts, which are exchange-traded standardized commitments to purchase or sell a commodity or financial instrument; • Swap agreements, which require payments to or from counterparties based upon the differential between two prices for a predetermined notional quantity; and • Option contracts, which convey to the option holder the right but not the obligation to purchase or sell a commodity. The Company has entered into other energy-related contracts that do not meet the definition of a derivative instrument or for which we made a normal purchase, normal sale election and are therefore not accounted for at fair value including the following: • Forward electricity and natural gas purchase contracts for retail customer load; • Renewable energy credits; and • Natural gas transportation contracts and storage agreements. Volumes Underlying Derivative Transactions The following table summarizes the net notional volumes of our open derivative financial instruments accounted for at fair value by commodity. Positive amounts represent net buys while bracketed amounts are net sell transactions (in thousands): Non-trading Commodity Notional December 31, 2023 December 31, 2022 Natural Gas MMBtu 6,254 5,984 Electricity MWh 1,029 1,380 Trading Commodity Notional December 31, 2023 December 31, 2022 Natural Gas MMBtu 1,016 957 Gains (Losses) on Derivative Instruments Gains (losses) on derivative instruments, net and current period settlements on derivative instruments were as follows for the periods indicated (in thousands): Year Ended December 31, 2023 2022 2021 (Loss) gain on non-trading derivatives, net $ (70,304) $ 17,305 $ 22,130 (Loss) gain on trading derivatives, net (1,189) 516 (930) (Loss) gain on derivatives, net $ (71,493) $ 17,821 $ 21,200 Current period settlements on non-trading derivatives (1) 65,428 (35,966) (15,752) Current period settlements on trading derivatives 1,204 165 60 Total current period settlements on derivatives (1) $ 66,632 $ (35,801) $ (15,692) (1) Excludes settlements of $0.2 million related to acquisition, for the year ended December 31, 2022. Gains (losses) on trading derivative instruments are recorded in net asset optimization revenues and gains (losses) on non-trading derivative instruments are recorded in retail cost of revenues on the consolidated statements of operations. Fair Value of Derivative Instruments The following tables summarize the fair value and offsetting amounts of our derivative instruments by counterparty and collateral received or paid (in thousands): December 31, 2023 Description Gross Assets Gross Net Assets Cash Net Amount Non-trading commodity derivatives $ 1,926 $ (1,046) $ 880 $ — $ 880 Trading commodity derivatives 64 (35) 29 — 29 Total Current Derivative Assets 1,990 (1,081) 909 — 909 Non-trading commodity derivatives 173 (82) 91 — 91 Trading commodity derivatives — — — — — Total Non-current Derivative Assets 173 (82) 91 — 91 Total Derivative Assets $ 2,163 $ (1,163) $ 1,000 $ — $ 1,000 Description Gross Gross Net Cash Net Amount Non-trading commodity derivatives $ (29,730) $ 6,077 $ (23,653) $ 4,679 $ (18,974) Trading commodity derivatives (173) 6 (167) — (167) Total Current Derivative Liabilities (29,903) 6,083 (23,820) 4,679 (19,141) Non-trading commodity derivatives (672) 115 (557) 503 (54) Trading commodity derivatives — — — — — Total Non-current Derivative Liabilities (672) 115 (557) 503 (54) Total Derivative Liabilities $ (30,575) $ 6,198 $ (24,377) $ 5,182 $ (19,195) December 31, 2022 Description Gross Assets Gross Net Assets Cash Net Amount Non-trading commodity derivatives $ 709 $ (154) $ 555 $ — $ 555 Trading commodity derivatives 1,267 (190) 1,077 — 1,077 Total Current Derivative Assets 1,976 (344) 1,632 — 1,632 Non-trading commodity derivatives 1,364 (698) 666 — 666 Trading commodity derivatives — — — — — Total Non-current Derivative Assets 1,364 (698) 666 — 666 Total Derivative Assets $ 3,340 $ (1,042) $ 2,298 $ — $ 2,298 Description Gross Gross Net Cash Net Amount Non-trading commodity derivatives $ (42,586) $ 24,969 $ (17,617) $ 2,715 $ (14,902) Trading commodity derivatives (1,831) 601 (1,230) — (1,230) Total Current Derivative Liabilities (44,417) 25,570 (18,847) 2,715 (16,132) Non-trading commodity derivatives (2,907) 192 (2,715) — (2,715) Trading commodity derivatives — — — — — Total Non-current Derivative Liabilities (2,907) 192 (2,715) — (2,715) Total Derivative Liabilities $ (47,324) $ 25,762 $ (21,562) $ 2,715 $ (18,847) |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 7. Property and Equipment Property and equipment consist of the following (in thousands): Estimated December 31, 2023 December 31, 2022 Information technology 2 – 5 $ 6,983 $ 7,680 Furniture and fixtures 2 – 5 — 20 Total 6,983 7,700 Accumulated depreciation (2,273) (3,009) Property and equipment—net $ 4,710 $ 4,691 Information technology assets include software and consultant time used in the application, development and implementation of various systems including customer billing and resource management systems. As of each of December 31, 2023 and 2022, information technology includes $1.5 million and $0.9 million, respectively, of costs associated with assets not yet placed into service. Depreciation expense recorded in the consolidated statements of operations was $1.4 million, $1.7 million and $1.8 million for the years ended December 31, 2023, 2022 and 2021, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 8. Intangible Assets Goodwill, customer relationships and trademarks consist of the following amounts (in thousands): December 31, 2023 December 31, 2022 Goodwill $ 120,343 $ 120,343 Customer Relationships— Acquired Cost $ — $ 5,026 Accumulated amortization — (4,825) Customer Relationships—Acquired $ — $ 201 Customer Relationships—Other Cost $ 968 $ 7,886 Accumulated amortization (487) (5,086) Customer Relationships—Other, net $ 481 $ 2,800 Trademarks Cost $ 4,040 $ 4,041 Accumulated amortization (1,616) (1,213) Trademarks, net $ 2,424 $ 2,828 Changes in goodwill, customer relationships (including non-compete agreements) and trademarks consisted of the following (in thousands): Goodwill Customer Relationships— Acquired & Non-Compete Agreements Customer Relationships— Other Trademarks Balance at December 31, 2020 $ 120,343 $ 14,513 $ 3,255 $ 4,598 Additions — — 9,100 — Adjustments — — (27) — Amortization — (9,081) (3,577) (1,066) Balance at December 31, 2021 $ 120,343 $ 5,432 $ 8,751 $ 3,532 Additions — — 1,091 — Adjustments — 1 — (10) Amortization — (5,232) (7,042) (694) Balance at December 31, 2022 $ 120,343 $ 201 $ 2,800 $ 2,828 Additions — — — Amortization — (201) (2,319) (404) Balance at December 31, 2023 $ 120,343 $ — $ 481 $ 2,424 During the twelve months ended December 31, 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 twelve months ended December 31, 2022. Estimated future amortization expense for customer relationships and trademarks at December 31, 2023 is as follows (in thousands): Year Ending December 31, 2024 $ 746 2025 543 2026 404 2027 404 2028 404 > 5 years 404 Total $ 2,905 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 9. Debt Debt consists of the following amounts as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Long-term debt: Senior Credit Facility (1) (2) $ 97,000 $ 100,000 Subordinated Debt — 20,000 Total long-term debt 97,000 120,000 Total debt $ 97,000 $ 120,000 (1) As of December 31, 2023 and 2022, the weighted average interest rate on the Senior Credit Facility was 8.60% and 7.83%, respectively. (2) As of December 31, 2023 and 2022, we had $24.3 million and $34.4 million in letters of credit issued, respectively. Capitalized financing costs associated with our Senior Credit Facility were $1.2 million and $2.1 million as of December 31, 2023 and 2022, respectively. Of these amounts, $0.8 million and $0.8 million are recorded in other current assets, and $0.4 million and $1.3 million are recorded in other non-current assets in the consolidated balance sheets as of December 31, 2023 and 2022, respectively. Interest expense consists of the following components for the periods indicated (in thousands): Years Ended December 31, 2023 2022 2021 Senior Credit Facility $ 6,802 $ 4,333 $ 2,206 Letters of credit fees and commitment fees 1,640 1,637 1,417 Amortization of deferred financing costs 825 1,125 997 Other 67 109 306 Interest expense $ 9,334 $ 7,204 $ 4,926 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 December 31, 2023 was 1.96 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 SEC, to Adjusted EBITDA of no more than 2.50 to 1.00. Our Maximum Total Leverage Ratio as of December 31, 2023 was 1.82 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 December 31, 2023 was 1.71 to 1.00. As of December 31, 2023, the Company was in compliance with financial covenants under the Senior Credit Facility. The Company 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 continues to manage the impact of 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 December 31, 2023 and 2022, there were zero and $20.0 million outstanding borrowings under the Subordinated Debt Facility. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 10. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date. Fair values are based on assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and the risks inherent in valuation techniques and the inputs to valuations. This includes the credit standing of counterparties involved and the impact of credit enhancements. We apply fair value measurements to our commodity derivative instruments based on the following fair value hierarchy, which prioritizes the inputs to the valuation techniques used to measure fair value into three broad levels: • Level 1—Quoted prices in active markets for identical assets and liabilities. Instruments categorized in Level 1 primarily consist of financial instruments such as exchange-traded derivative instruments. • Level 2—Inputs other than quoted prices recorded in Level 1 that are either directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived from observable market data by correlation or other means. Instruments categorized in Level 2 primarily include non-exchange traded derivatives such as over-the-counter commodity forwards and swaps and options. • Level 3—Unobservable inputs for the asset or liability, including situations where there is little, if any, observable market activity for the asset or liability. The Level 3 category includes estimated earnout obligations related to our acquisitions. As the fair value hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable data (Level 3), the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. These levels can change over time. In some cases, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. In these cases, the lowest level input that is significant to a fair value measurement in its entirety determines the applicable level in the fair value hierarchy. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following tables present assets and liabilities measured and recorded at fair value in our consolidated balance sheets on a recurring basis by and their level within the fair value hierarchy (in thousands): Level 1 Level 2 Level 3 Total December 31, 2023 Non-trading commodity derivative assets $ — $ 971 $ — $ 971 Trading commodity derivative assets — 29 — 29 Total commodity derivative assets $ — $ 1,000 $ — $ 1,000 Non-trading commodity derivative liabilities $ — $ (19,028) $ — $ (19,028) Trading commodity derivative liabilities — (167) — (167) Total commodity derivative liabilities $ — $ (19,195) $ — $ (19,195) Level 1 Level 2 Level 3 Total December 31, 2022 Non-trading commodity derivative assets $ 72 $ 1,149 $ — $ 1,221 Trading commodity derivative assets — 1,077 — 1,077 Total commodity derivative assets $ 72 $ 2,226 $ — $ 2,298 Non-trading commodity derivative liabilities $ — $ (17,617) $ — $ (17,617) Trading commodity derivative liabilities — (1,230) — (1,230) Total commodity derivative liabilities $ — $ (18,847) $ — $ (18,847) We had no transfers of assets or liabilities between any of the above levels during the years ended December 31, 2023, 2022 and 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 December 31, 2023 and 2022, the credit risk valuation adjustment was a reduction of derivative liabilities, net of $0.3 million and $0.1 million, respectively. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation Restricted Stock Units We maintain a Long-Term Incentive Plan ("LTIP") for employees, consultants and directors of the Company and its affiliates who perform services for the Company. The purpose of the LTIP is to provide a means to attract and retain individuals to serve as directors, employees and consultants who provide services to the Company by affording such individuals a means to acquire and maintain ownership of awards, the value of which is tied to the performance of the Company’s Class A common stock. The LTIP provides for grants of cash payments, stock options, stock appreciation rights, restricted stock or units, bonus stock, dividend equivalents, and other stock-based awards with the total number of shares of stock available for issuance under the LTIP not to exceed 2,750,000 shares. Restricted stock units granted to our officers, employees, non-employee directors and certain employees of our affiliates who perform services for the Company vest over approximately one year for non-employee directors and ratably over approximately one The Company measures the cost of awards classified as equity awards based on the grant date fair value of the award, and the Company measures the cost of awards classified as liability awards at the fair value of the award at each reporting period. The Company has utilized an estimated 10% annual forfeiture rate of restricted stock units in determining the fair value for all awards excluding those issued to executive level recipients and non-employee directors, for which no forfeitures are estimated to occur. The Company has elected to recognize related compensation expense on a straight-line basis over the associated vesting periods. Although the restricted stock units allow for cash settlement of the awards at the sole discretion of management of the Company, management intends to settle the awards by issuing shares of the Company’s Class A common stock. Total stock-based compensation expense for the years ended December 31, 2023, 2022 and 2021 was $2.3 million, $3.2 million and $3.4 million. Total income tax expense/(benefit) related to stock-based compensation recognized in net income (loss) was $0.2 million, less than $0.1 million and less than $(0.1) million for the years ended December 31, 2023, 2022 and 2021. Equity Classified Restricted Stock Units Restricted stock units issued to employees and officers of the Company are classified as equity awards. The fair value of the equity classified restricted stock units is based on the Company’s Class A common stock price as of the grant date. The Company recognized stock based compensation expense of $2.3 million, $3.1 million and $3.1 million for the years ended December 31, 2023, 2022 and 2021, respectively, in general and administrative expense with a corresponding increase to additional paid in capital. The following table summarizes equity classified restricted stock unit activity and unvested restricted stock units for the year ended December 31, 2023: Number of Shares (in thousands) Weighted Average Grant Date Fair Value Unvested at December 31, 2022 114 $ 44.88 Granted 81 12.44 Dividend reinvestment issuances 4 27.24 Vested (60) 12.46 Forfeited (3) 42.82 Unvested at December 31, 2023 136 $ 23.21 For the year ended December 31, 2023, 59,549 restricted stock units vested, with 37,835 shares of Class A common stock distributed to the holders of these units and 21,714 shares of Class A common stock withheld by the Company to cover taxes owed on the vesting of such units. As of December 31, 2023, there was $2.3 million of total unrecognized compensation cost related to the Company’s equity classified restricted stock units, which is expected to be recognized over a weighted average period of approximately 1.8 years. Change in Control Restricted Stock Units In 2018, the Company granted Change in Control Restricted Stock Units ("CIC RSUs") to certain officers that vest upon a "Change in Control", if certain conditions are met. The terms of the CIC RSUs define a "Change in Control" to generally mean: – the consummation of an agreement to acquire or tender offer for beneficial ownership by any person, of 50% or more of the combined voting power of our outstanding voting securities entitled to vote generally in the election of directors, or by any person of 90% or more of the then total outstanding shares of Class A common stock; – individuals who constitute the incumbent board cease for any reason to constitute at least a majority of the board; – consummation of certain reorganizations, mergers or consolidations or a sale or other disposition of all or substantially all of our assets; – approval by our stockholders of a complete liquidation or dissolution; – a public offering or series of public offerings by Retailco and its affiliates, as a selling shareholder group, in which their total interest drops below 10 million of our total outstanding voting securities; – a disposition by Retailco and its affiliates in which their total interest drops below 10 million of our total outstanding voting securities; or – any other business combination, liquidation event of Retailco and its affiliates or restructuring of us which the Compensation Committee deems in its discretion to achieve the principles of a Change in Control. The equity classified restricted stock unit table above excludes unvested CIC RSUs as the conditions for Change in Control have not been met. The Company has not recognized stock compensation expense related to the CIC RSUs as the Change in Control conditions have not been met. Liability Classified Restricted Stock Units Restricted stock units issued to non-employee directors of the Company and employees of certain of our affiliates are classified as liability awards as the awards are either to a) non-employee directors that allow for the recipient to choose net settlement for the amount of withholding taxes dues upon vesting or b) to employees of certain affiliates of the Company and are therefore not deemed to be employees of the Company. The fair value of the liability classified restricted stock units is based on the Company’s Class A common stock price as of the reported period ending date. The Company recognized stock based compensation expense of less than $0.1 million, $0.1 million and $0.3 million for years ended December 31, 2023, 2022 and 2021, respectively, in general and administrative expense with a corresponding increase to liabilities. As of December 31, 2023 and 2022 , the Company’s liabilities related to these restricted stock units recorded in current liabilities was less than $0.1 million and $0.2 million, respectively. The following table summarizes liability classified restricted stock unit activity and unvested restricted stock units for the year ended December 31, 2023: Number of Shares (in thousands) Weighted Average Reporting Date Fair Value Unvested at December 31, 2022 14 $ 25.55 Granted 6 9.40 Dividend reinvestment issuances 6 9.40 Vested (9) 11.55 Forfeited — — Unvested at December 31, 2023 17 $ 9.40 For the year ended December 31, 2023, 8,890 restricted stock units vested, with 8,631 shares of Class A common stock distributed to the holders of these units and 259 shares of Class A common stock withheld by the Company to cover taxes owed on the vesting of such units. As of December 31, 2023, there was $0.1 million of total unrecognized compensation cost related to the Company’s liability classified restricted stock units, which is expected to be recognized over a weighted average period of approximately 1.6 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes We and our subsidiaries, CenStar and Verde Energy USA, Inc. ("Verde Corp") are each subject to U.S. federal income tax as corporations. CenStar and Verde Corp file consolidated tax returns in jurisdictions that allow combined reporting. Spark HoldCo and its subsidiaries, with the exception of CenStar and Verde Corp, are treated as flow-through entities for U.S. federal income tax purposes, and, as such, are generally not subject to U.S. federal income tax at the entity level. Rather, the tax liability with respect to their taxable income is passed through to their members or partners. Accordingly, we are subject to U.S. federal income taxation on our allocable share of Spark HoldCo's net U.S. taxable income. In our financial statements, we report federal and state income taxes for our share of the partnership income attributable to our ownership in Spark HoldCo and for the income taxes attributable to CenStar and Verde Corp. Net income attributable to non-controlling interest includes the provision for income taxes related to CenStar and Verde Corp. We account for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the tax bases of the assets and liabilities. We apply existing tax law and the tax rate that we expect to apply to taxable income in the years in which those differences are expected to be recovered or settled in calculating the deferred tax assets and liabilities. Effects of changes in tax rates on deferred tax assets and liabilities are recognized in income in the period of the tax rate enactment. A valuation allowance is recorded when it is not more likely than not that some or all of the benefit from the deferred tax asset will be realized. The provision for income taxes for the years ended December 31, 2023, 2022, and 2021 included the following components: (in thousands) 2023 2022 2021 Current: Federal $ 4,028 $ 3,045 $ 381 State 1,960 1,476 (622) Total Current 5,988 4,521 (241) Deferred: Federal 4,031 1,505 4,274 State 1,123 457 1,233 Total Deferred 5,154 1,962 5,507 Provision for income taxes $ 11,142 $ 6,483 $ 5,266 The effective income tax rate was 30%, 37%, and (3,582)% for the years ended December 31, 2023, 2022, and 2021, respectively. The following table reconciles the income tax benefit that would result from application of the statutory federal tax rate, 21%, 21%, and 21% for the years ended December 31, 2023, 2022, and 2021 respectively, to the amount included in the consolidated statement of operations: (in thousands) 2023 2022 2021 Expected provision at federal statutory rate $ 7,822 $ 3,714 $ (31) Increase (decrease) resulting from: Non-controlling interest (2,090) (963) 3,475 Preferred Stock dividends 1,596 1,198 1,264 State income taxes, net of federal income tax effect 2,671 1,918 1,745 Prior year tax adjustments (131) 148 (996) Outside Tax basis Adjustment 1,220 225 (282) Penalties — 238 (158) Stock conversion — — 1,486 Rate differential on loss carryback — — (1,157) Other 54 5 (80) Provision for income taxes $ 11,142 $ 6,483 $ 5,266 Total income tax expense for the years ended December 31, 2023, 2022 and 2021 differed from amounts computed by applying the U.S. federal statutory tax rates to pre-tax income primarily due to state income taxes and the impact of permanent differences between book and taxable income, most notably the income attributable to non-controlling interest, which gets taxed at the non-controlling interest partner level. In addition, in 2021 the Company recognized an effective tax rate benefit from the carry-back of a net operating loss due to higher statutory rate in the carry-back years. The components of our deferred tax assets as of December 31, 2023 and 2022 are as follows: (in thousands) 2023 2022 Deferred Tax Assets: Investment in Spark HoldCo $ 12,241 $ 16,931 Derivative Liabilities 405 333 Fixed Assets and Intangibles 2,047 2,919 Other 685 552 Total deferred tax assets $ 15,378 $ 20,735 Deferred Tax Liabilities: Other (96) (298) Total deferred tax liabilities $ (96) $ (298) Total deferred tax assets/liabilities $ 15,282 $ 20,437 We periodically assess whether it is more likely than not that we will generate sufficient taxable income to realize our deferred income tax assets. In making this determination, we consider all available positive and negative evidence and makes certain assumptions. We consider, among other things, our deferred tax liabilities, the overall business environment, our historical earnings and losses, current industry trends, and our outlook for future years. We believe it is more likely than not that our deferred tax assets will be utilized, and accordingly have not recorded a valuation allowance on these assets. The tax years 2017 through 2022 remain open to examination by the major taxing jurisdictions to which the Company is subject to income tax. Accounting for uncertainty in income taxes prescribes a recognition threshold and measurement methodology for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As of December 31, 2023 and 2022 there was no liability, and for the years ended December 31, 2023, 2022 and 2021, there was no expense recorded for interest and penalties associated with uncertain tax positions or unrecognized tax positions. Additionally, the Company does not have unrecognized tax benefits as of December 31, 2023 and 2022. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies From time to time, we may be involved in legal, tax, regulatory and other proceedings in the ordinary course of business. Liabilities for loss contingencies arising from claims, assessments, litigation or other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal Proceedings Below is a summary of our currently pending material legal proceedings. We are subject to lawsuits and claims arising in the ordinary course of our business. The following legal proceedings are in various stages and are subject to substantial uncertainties concerning the outcome of material factual and legal issues. Accordingly, unless otherwise specifically noted, we cannot currently predict the manner and timing of the resolutions of these legal proceedings or estimate a range of possible losses or a minimum loss that could result from an adverse verdict in a potential lawsuit. While the lawsuits and claims are asserted for amounts that may be material should an unfavorable outcome occur, management does not currently expect that any currently pending matters will have a material adverse effect on our financial position or results of operations. Consumer Lawsuits Similar to other energy service companies (“ESCOs”) operating in the industry, from time-to-time, the Company is subject to class action lawsuits in various jurisdictions where the Company sells natural gas and electricity. On January 14, 2021, Glikin, et al. v. Major Energy Electric Services, LLC, a purported variable rate class action was filed by a Maryland customer 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 moved this case to the United States District Court for the District of Maryland (Case No. 1:21-cv-03251-MJM) and in December 2023 filed a motion to dismiss the lawsuit. The Company 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. On December 18, 2023, Foote v. Electricity N.H., LLC (“ENH”), a purported Telephone Consumer Protection Act (the “TCPA”) class action was filed in the United States District Court for the District of New Hampshire. Plaintiff claims that calls made to her violated the TCPA. Plaintiff purports to assert claims on her own behalf and a putative class of individuals to whom calls using a prerecorded or artificial voice message regarding ENH’s services were placed during the period of September 1, 2019 through September 1, 2023. ENH only operates in New Hampshire and no other states. The Company denies Plaintiff’s allegations and intends to vigorously defend against her claims. 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. Maine . On February 9, 2023, Maine Commission’s Consumer Assistance and Safety Division (“Advocacy Staff”) filed a Request for Formal Investigation requesting that the Maine Commission open a formal, enforcement investigation to review whether Company’s subsidiary, Electricity Maine, LLC (EME), is in compliance with the Maine Commission’s Rules. During a special deliberative session, the same day, the Maine Commission announced it would proceed with a formal investigation of EME, which was noticed in a Notice of Enforcement Investigation issued February 10, 2023 (Docket No. 2023-00024). The Company met with Advocacy Staff over the course of several months to address concerns. As a result, the Company and the Advocacy Staff have agreed to a settlement in principle pursuant to which customers would receive certain limited refunds on their energy bill. This settlement is pending, and the Maine Commission is required to approve the settlement. The Company is working with the Commission and believes this matter will not have a material impact on the Company. Illinois. On July 26, 2023, Spark Energy, LLC received a demand letter from a law firm representing the Office of the Illinois Attorney General alleging that Spark Energy, LLC’s marketing and sales practices may have not been in compliance with Illinois law. The letter offered, in the interest of efficiency and minimizing litigation costs, a settlement demand to resolve the matter. The Company is voluntarily working with the firm, however, if settlement is unsuccessful, the Attorney General could commence a lawsuit in Illinois against Spark Energy, LLC. 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, rules, 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 2020 to 2023 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 | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Transactions with Affiliates | 14. Transactions with Affiliates Transactions with Affiliates We enter into transactions with and pay certain costs on behalf of affiliates that are commonly controlled in order to reduce risk, reduce administrative expense, create economies of scale, create strategic alliances and supply goods and services to these related parties. We also sell and purchase natural gas and electricity with affiliates. We present receivables and payables with the same affiliate on a net basis in the consolidated balance sheets as all affiliate activity is with parties under common control. Affiliated transactions include certain services to the affiliated companies associated with employee benefits provided through our benefit plans, insurance plans, leased office space, administrative salaries, due diligence work, recurring management consulting, and accounting, tax, legal, or technology services. Amounts billed are based on the services provided, departmental usage, or headcount, which are considered reasonable by management. As such, the accompanying consolidated financial statements include costs that have been incurred by us and then directly billed or allocated to affiliates, as well as costs that have been incurred by our affiliates and then directly billed or allocated to us, and are recorded net in general and administrative expense on the consolidated statements of operations with a corresponding accounts receivable—affiliates or accounts payable—affiliates, respectively, recorded in the consolidated balance sheets. Transactions with affiliates for sales or purchases of natural gas and electricity, are recorded in retail cost of revenues, and net asset optimization revenues in the consolidated statements of operations with a corresponding accounts receivable—affiliate or accounts payable—affiliate recorded in the consolidated balance sheets. The following tables presents asset and liability balances with affiliates (in thousands): December 31, 2023 December 31, 2022 Assets Accounts Receivable - affiliates $ 4,683 $ 6,455 Total Assets - affiliates $ 4,683 $ 6,455 December 31, 2023 December 31, 2022 Liabilities Accounts Payable - affiliates $ 472 $ 265 Subordinated Debt - affiliates (1) — 20,000 Total Liabilities - affiliates $ 472 $ 20,265 (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): December 31, 2023 December 31, 2022 December 31, 2021 Revenue NAO - affiliates $ 3,262 $ 4,122 $ 1,566 Less: Cost of Revenue NAO - affiliates 334 536 5 Net NAO - affiliates $ 2,928 $ 3,586 $ 1,561 The Company's retail cost of revenue include gains/losses related to derivative instruments transactions with affiliates. For the years ended December 31, 2023, 2022 and 2021, respectively, we recognized gain of $0.3 million, zero and zero in retail cost of revenue related to derivative instruments settlements. 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 $1.5 million, $2.7 million and $(0.5) million for the years ended December 31, 2023, 2022 and 2021, respectively. The Company would have incurred incremental costs of $1.5 million, $1.6 million, $1.3 million for the years ended December 31, 2023, 2022 and 2021, respectively, operating on a stand-alone basis. Distributions to and Contributions from Affiliates During the years ended December 31, 2023, 2022 and 2021, we made distributions to affiliates of Mr. Maxwell of $3.6 million, $14.5 million and $14.8 million, respectively, for payments of quarterly distributions on their respective Spark HoldCo units. During the years ended December 31, 2023, 2022 and 2021, we also made distributions to these affiliates for gross-up distributions of $0.7 million, $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. 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. As of December 31, 2023 and 2022, there were zero and $20.0 million outstanding borrowings under the Subordinated Debt Facility. See Note 9 "Debt" for a further description of terms and conditions of the Subordinated Debt Facility. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | 15. Segment Reporting Our determination of reportable business segments considers the strategic operating units under which we make financial decisions, allocate resources and assess performance of our business. Our reportable business segments are retail electricity and retail natural gas. The retail electricity segment consists of electricity sales and transmission to residential and commercial customers. The retail natural gas segment consists of natural gas sales to, and natural gas transportation and distribution for, residential and commercial customers. Corporate and other consists of expenses and assets of the retail electricity and natural gas segments that are managed at a consolidated level such as general and administrative expenses. Asset optimization activities and wireless services are also included in Corporate and other. For the years ended December 31, 2023, 2022 and 2021, we recorded asset optimization revenues of $24.6 million, $86.7 million and $57.0 million and asset optimization cost of revenues of $31.9 million, $89.0 million and $61.2 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 gains (losses) on non-trading derivative instruments, excluding current period cash settlements, from the retail gross margin calculation in order to remove the non-cash impact of net gains and losses on these derivative instruments. 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, operating income (loss), as determined in accordance with GAAP. Below is a reconciliation of retail gross margin to gross profit (in thousands): Years Ended December 31, (in thousands) 2023 2022 2021 Reconciliation of Retail Gross Margin to Gross Profit Total Revenues $ 435,192 $ 460,493 $ 393,485 Less: Retail cost of revenues 310,744 357,096 323,219 Gross Profit 124,448 103,397 70,266 Less: Net asset optimization expense (7,326) (2,322) (4,243) Net, (loss) gain on non-trading derivative instruments (70,304) 17,305 22,130 Net, cash settlements on non-trading derivative instruments 65,428 (35,966) (15,752) Non-recurring event - winter storm Uri — 9,565 (64,403) Retail Gross Margin $ 136,650 $ 114,815 $ 132,534 Financial data for business segments are as follows (in thousands): Year Ended December 31, 2023 Retail Retail Corporate Eliminations Consolidated Total Revenues $ 328,466 $ 110,894 $ (4,168) $ — $ 435,192 Retail cost of revenues 240,979 68,202 1,563 — 310,744 Gross Profit $ 87,487 $ 42,692 $ (5,731) $ — $ 124,448 Less: Net asset optimization expense — — (7,326) — (7,326) Net, loss on non-trading derivative instruments (58,554) (11,750) — — (70,304) Current period settlements on non-trading derivatives 58,475 6,953 — — 65,428 Retail gross margin $ 87,566 $ 47,489 $ 1,595 $ — $ 136,650 Total Assets $ 1,613,642 $ 48,303 $ 301,892 $ (1,660,003) $ 303,834 Goodwill $ 117,813 $ 2,530 $ — $ — $ 120,343 Year Ended December 31, 2022 Retail Retail Corporate Eliminations Consolidated Total Revenues $ 352,750 $ 110,065 $ (2,322) $ — $ 460,493 Retail cost of revenues 275,701 81,395 — — 357,096 Gross Profit $ 77,049 $ 28,670 $ (2,322) $ — $ 103,397 Less: Net asset optimization expense — — (2,322) — (2,322) Net, gain on non-trading derivative instruments 11,351 5,954 — — 17,305 Current period settlements on non-trading derivatives (26,616) (9,350) — — (35,966) Non-recurring event - winter storm Uri 9,565 — — — 9,565 Retail gross margin $ 82,749 $ 32,066 $ — $ — $ 114,815 Total Assets $ 1,802,649 $ 123,490 $ 313,490 $ (1,908,679) $ 330,950 Goodwill $ 117,813 $ 2,530 $ — $ — $ 120,343 Year Ended December 31, 2021 Retail Retail Corporate Eliminations Consolidated Total Revenues $ 322,594 $ 75,134 $ (4,243) $ — $ 393,485 Retail cost of revenues 284,794 38,425 — — 323,219 Gross Profit $ 37,800 $ 36,709 $ (4,243) $ — $ 70,266 Less: Net asset optimization expense — — (4,243) — (4,243) Net, Gain on non-trading derivative instruments 19,070 3,060 — — 22,130 Current period settlements on non-trading derivatives (12,876) (2,876) — — (15,752) Non-recurring event - winter storm Uri (64,403) — — — (64,403) Retail gross margin 96,009 36,525 — — 132,534 Total Assets $ 1,527,456 $ 7,320 $ 310,039 $ (1,491,056) $ 353,759 Goodwill $ 117,813 $ 2,530 $ — $ — $ 120,343 Significant Customers For each of the years ended December 31, 2023, 2022 and 2021, we did not have any significant customers that individually accounted for more than 10% of our consolidated retail revenue. Significant Suppliers |
Customer Acquisitions
Customer Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Customer Acquisitions | 16. 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 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 December 31, 2022, a total of $7.5 million was paid for approximately 45,000 RCEs ($9.2 million for acquired customer contracts, net of $1.7 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 and as the contractual requirements under the asset purchase agreement are met, we make payments to the sellers from the escrow account. As of December 31, 2022, the balance in the escrow account was $1.7 million. These funds were released to the sellers in the first quarter of 2023 as remaining conditions of the asset purchase agreement were met. As of December 31, 2023, the balance in the escrow account was zero. 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 volume 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 will be recognized when probable and reasonably estimable. 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 | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events Declaration of Dividends |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the SEC. Our financial statements are presented on a consolidated basis and include all wholly-owned and controlled subsidiaries. We account for investments over which we have significant influence but not a controlling financial interest using the equity method of accounting. All significant intercompany transactions and balances have been eliminated in the consolidated financial statements. In the opinion of the Company's management, the accompanying consolidated financial statements reflect all adjustments that are necessary to fairly present the financial position, the results of operations, the changes in equity and the cash flows of the Company for the respective periods. Such adjustments are of a normal recurring nature, unless otherwise disclosed. |
Subsequent Events | Subsequent Events |
Use of Estimates and Assumptions | Use of Estimates and Assumptions |
Relationship with our Founder and Majority Shareholder | Relationship with our Founder, Majority Shareholder, and Chief Executive Officer Mr. Maxwell, III is the Chief Executive Officer and the owner of a majority of the voting power of our common stock through his ownership of NuDevco Retail, LLC ("NuDevco Retail") and Retailco, LLC ("Retailco"). Retailco is a wholly owned subsidiary of TxEx Energy Investments, LLC ("TxEx"), which is wholly owned by Mr. Maxwell. NuDevco Retail is a wholly owned subsidiary of NuDevco Retail Holdings LLC ("NuDevco Retail Holdings"), which is a wholly owned subsidiary of Electric HoldCo, LLC, which is also a wholly owned subsidiary of TxEx. We enter into transactions with and pay certain costs on behalf of affiliates that are commonly controlled by Mr. Maxwell, and these affiliates enter into transactions with and pay certain costs on our behalf. We undertake these transactions in order to reduce risk, reduce administrative expense, create economies of scale, create strategic alliances and supply goods and services among these related parties. These transactions include, but are not limited to, employee benefits provided through the Company’s benefit plans, insurance plans, leased office space, certain administrative salaries, management due diligence, recurring management consulting, and accounting, tax, legal, or technology services. Amounts billed under these arrangements are based on services provided, departmental usage, or headcount, which are considered reasonable by management. As such, the accompanying consolidated financial statements include costs that have been incurred by the Company and then directly billed or allocated to affiliates, and costs that have been incurred by our affiliates and then directly billed or allocated to us, and are recorded net in general and administrative expense on the consolidated statements of operations with a corresponding accounts receivable—affiliates or accounts payable—affiliates, respectively, recorded in the consolidated balance sheets. Additionally, the Company enters into transactions with certain affiliates for sales or purchases of natural gas and electricity, which are recorded in retail revenues, retail cost of revenues, and net asset optimization revenues in the consolidated statements of operations with a corresponding accounts receivable—affiliate or accounts payable—affiliate in the consolidated balance sheets. The allocations and related estimates and assumptions are described more fully in Note 14 "Transactions with Affiliates." On December 29, 2023, we entered into a merger agreement (the “Merger Agreement”) with Retailco, LLC, a Texas limited liability company (“Retailco”), and NuRetailco LLC, a Delaware limited liability company and wholly-owned subsidiary of Retailco (“Merger Sub”), whereby all of our Class A common stock (except for as described below), will be acquired by Retailco for $11.00 per share. Retailco is an entity owned by TxEx, which is wholly owned by Mr. Maxwell. The transaction will be effected by a merger of Merger Sub, with and into the Company, with the Company surviving the merger. Under the terms of the Merger Agreement, all of our Class A common stock, except for shares of Class A common stock for which appraisal rights have been properly and validly exercised under Delaware law and certain additional shares, including those held by the Company or any of its subsidiaries (or held in the Company’s treasury), Retailco or Merger Sub or any of their respective subsidiaries, or Mr. Maxwell, and any person or entity controlled by him, will be converted into the right to receive the cash consideration. The Class A common stock, currently traded under the symbol VIA, will cease to trade on NASDAQ upon consummation of the transaction. We expect that the Series A Preferred Stock, currently traded under the symbol VIASP, will continue to trade on NASDAQ following the transaction. Accordingly, Via Renewables will remain subject to the reporting requirements of the Exchange Act. The transaction was negotiated on behalf of the Company by a Special Committee of its Board of Directors with the assistance of independent financial and legal advisors. The Special Committee is comprised of entirely disinterested and independent directors. Following the Special Committee’s unanimous recommendation in support of the merger, the Company’s Board of Directors (other than Mr. Maxwell) approved the Merger Agreement and recommended that the Company’s stockholders adopt and approve the Merger Agreement and the merger. The merger is subject to approval by a majority of shareholders of the issued and outstanding shares of the Company’s Class A common stock and Class B common stock. In addition, the merger is subject to a non-waivable requirement of approval by the holders of at least a majority of the issued and outstanding Class A common stock and Class B common stock not owned by Mr. Maxwell and his affiliated entities or the directors, officers or their immediate family members. Mr. Maxwell and affiliated entities have entered into a support agreement to vote their shares in favor of the transaction and against any competing transaction. The Merger Agreement is not subject to a financing condition, but is subject to customary closing conditions. The transaction is expected to close in the second quarter of 2024. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of all unrestricted demand deposits and funds invested in highly liquid instruments with original maturities of three months or less. The Company periodically assesses the financial condition of the institutions where these funds are held and believes that its credit risk is minimal with respect to these institutions. |
Restricted Cash | Restricted Cash As part of the customer acquisitions in May 2021, we funded an escrow account, the balance of which is reflected as restricted cash in our consolidated balance sheet. As we acquire customers and other conditions of the asset purchase agreement are met, we make payments to the sellers from the escrow account. As of December 31, 2022, the balance in the escrow account was $1.7 million. These funds were released to the sellers as remaining conditions of the purchase agreement were met in the first quarter of 2023. See Note 16 "Customer Acquisitions" for further discussion. |
Inventory | Inventory Inventory primarily consists of natural gas used to fulfill and manage seasonality for fixed and variable-price retail customer load requirements and is valued at the lower of weighted average cost or net realizable value. Purchased natural gas costs are recognized in the consolidated statements of operations, within retail cost of revenues, when the natural gas is sold and delivered out of the storage facility using the weighted average cost of the gas sold. As of December 31, 2023, the Company also holds approximately $0.5 million of wireless device inventory which is valued at the lower of cost or net realizable value. |
Customer Acquisition Costs | Customer Acquisition Costs The Company capitalizes direct response advertising costs that consist primarily of hourly and commission-based telemarketing costs, door-to-door agent commissions and other direct advertising costs associated with proven customer generation in its balance sheet. These costs are amortized over one As of December 31, 2023 and 2022, the net customer acquisition costs were $7.0 million and $5.2 million, respectively, of which $5.2 million and $3.5 million were recorded in current assets, and $1.8 million and $1.7 million were recorded in non-current assets. Amortization of customer acquisition costs was $4.8 million, $2.1 million, and $6.1 million for the years ended December 31, 2023, 2022 and 2021, respectively, which is recorded in depreciation and amortization in the Consolidated Statements of Operations. Customer acquisition costs do not include customer acquisitions through merger and acquisition activities, which are recorded as customer relationships. |
Customer Relationships, Non-compete agreements, and Trademarks | Customer Relationships Customer contracts recorded as part of mergers or acquisitions are reflected as customer relationships in our balance sheet. The Company had capitalized customer relationship of $0.3 million and $2.5 million, net of amortization, as current assets as of December 31, 2023 and 2022, respectively, and $0.1 million and $0.5 million, net of amortization, as non-current assets as of December 31, 2023 and 2022, respectively, related to these intangible assets. These intangibles are amortized on a straight-line basis over the estimated average life of the related customer contracts acquired, which ranges from eighteen months to three years. The acquired customer relationships intangibles are reflective of the acquired companies’ customer base, and were valued at the respective dates of acquisition using an excess earnings method under the income approach. Using this method, the Company estimated the future cash flows resulting from the existing customer relationships, considering attrition as well as charges for contributory assets, such as net working capital, fixed assets, and assembled workforce. These future cash flows were then discounted using an appropriate risk-adjusted rate of return by retail unit to arrive at the present value of the expected future cash flows. Customer relationships are amortized to depreciation and amortization based on the expected future net cash flows by year, bifurcated between hedged and unhedged and amortized to depreciation and amortization based on the expected future cash flows by year and expensed to retail cost of revenue based on the expected term of the underlying fixed price contract in each reporting period, respectively. During the twelve months ended December 31, 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 twelve months ended December 31, 2022. Customer relationship amortization expense was $2.5 million, $12.3 million, and $12.7 million for the years ended December 31, 2023, 2022 and 2021, respectively. Trademarks We record trademarks as part of our acquisitions which represent the value associated with the recognition and positive reputation of an acquired company to its target markets. This value would otherwise have to be internally developed through significant time and expense or by paying a third party for its use. These intangibles are amortized over the estimated five-year to ten-year life of the trademark on a straight-line basis. The fair values of trademark assets were determined at the date of acquisition using a royalty savings method under the income approach. Under this approach, the Company estimates the present value of expected cash flows resulting from avoiding royalty payments to use a third party trademark. The Company analyzes market royalty rates charged for licensing trademarks and applied an expected royalty rate to a forecast of estimated revenue, which was then discounted using an appropriate risk adjusted rate of return. As of December 31, 2023 and 2022, we had recorded $2.4 million and $2.8 million related to these trademarks in other assets. Amortization expense was $0.4 million, $0.7 million, and $1.1 million for the years ended December 31, 2023, 2022 and 2021, respectively. |
Operating Leases | Operating Leases The Company maintained operating leases related to our offices that expired in 2022. The initial term for our property leases is typically three other current assets other assets other current liabilities other long-term liabilities |
Deferred Financing Costs | Deferred Financing Costs |
Property and Equipment | Property and Equipment The Company records property and equipment at historical cost. Depreciation expense is recorded on a straight-line method based on estimated useful lives, which range from 2 to 5 years, along with estimates of the salvage values of the assets. When items of property and equipment are sold or otherwise disposed of, any gain or loss is recorded in the consolidated statements of operations. |
Internal-Use Software | The Company capitalizes costs associated with certain of its internal-use software projects. Costs capitalized are those incurred during the application development stage of projects such as software configuration, coding, installation of hardware and testing. Costs incurred during the preliminary or post-implementation stage of the project are expensed in the period incurred, including costs associated with formulation of ideas and alternatives, training and application maintenance. After internal-use software projects are completed, the associated capitalized costs are depreciated over the estimated useful life of the related asset. Interest costs incurred while developing internal-use software projects are also capitalized. |
Goodwill | Goodwill Goodwill represents the excess of cost over fair value of the assets of businesses acquired in accordance with FASB ASC Topic 350 Intangibles-Goodwill and Other ("ASC 350"). The goodwill on our consolidated balance sheet as of December 31, 2023 is associated with both our Retail Natural Gas and Retail Electricity segments. We determine our segments, which are also considered our reporting units, by identifying each unit that engaged in business activities from which it may earn revenues and incur expenses, had operating results regularly reviewed by the segment manager for purposes of resource allocation and performance assessment, and had discrete financial information. Goodwill is not amortized, but rather is assessed for impairment whenever events or circumstances indicate that impairment of the carrying value of goodwill is likely, but no less often than annually as of October 31. We compare our estimate of the fair value of the reporting unit with its carrying value, including goodwill. If the carrying value of the reporting unit exceeds its fair value, we would recognize a goodwill impairment loss for the amount by which the reporting unit's carrying value exceeds its fair value. In accordance with our accounting policy, we completed our annual assessment of goodwill impairment as of October 31, 2023 during the fourth quarter of 2023, using a quantitative assessment approach, and the test indicated no impairment. |
Treasury Stock | Treasury Stock |
Revenues and Cost of Revenues | Revenues and Cost of Revenues Our revenues are derived primarily from the sale of natural gas and electricity to customers, including affiliates. Revenues are recognized by the Company based on consideration specified in contracts with customers when performance obligations are satisfied by transferring control over products to a customer. Utilizing these criteria, revenue is recognized when the natural gas or electricity is delivered to the customer. Similarly, cost of revenues is recognized when the commodity is delivered. Revenues for natural gas and electricity sales are recognized under the accrual method. Natural gas and electricity sales that have been delivered but not billed by period end are estimated. Accrued unbilled revenues are based on estimates of customer usage since the date of the last meter read provided by the utility. Volume estimates are based on forecasted volumes and estimated customer usage by class. Unbilled revenues are calculated by multiplying these volume estimates by the applicable rate by customer class. Estimated amounts are adjusted when actual usage is known and billed. Costs for natural gas and electricity sales are similarly recognized under the accrual method. Natural gas and electricity costs that have not been billed to the Company by suppliers but have been incurred by period end are estimated. The Company estimates volumes for natural gas and electricity delivered based on the forecasted revenue volumes, estimated transportation cost volumes and estimation of other costs associated with retail load that varies by commodity utility territory. These costs include items like ISO fees, ancillary services and renewable energy credits. Estimated amounts are adjusted when actual usage is known and billed. Our asset optimization activities, which primarily include natural gas physical arbitrage and other short term storage and transportation transactions, meet the definition of trading activities and are recorded on a net basis in the consolidated statements of operations in net asset optimization revenues. The Company recorded asset optimization revenues, primarily related to physical sales or purchases of commodities, of $24.6 million, $86.7 million and $57.0 million for the years ended December 31, 2023, 2022 and 2021, respectively, and recorded asset optimization costs of revenues of $31.9 million, $89.0 million and $61.2 million for the years ended December 31, 2023, 2022 and 2021, respectively, which are presented on a net basis in asset optimization revenues in the Consolidated Statements of Operations. Other revenue is derived from contracts with customers through the provision of wireless and other services and the sale of wireless equipment. These revenues are recognized under the accrual method, over time as wireless and other services are provided and at the time of delivery of wireless equipment. Costs for wireless and other services and the sale of wireless equipment are similarly recognized on the accrual basis, including costs to procure wireless data and wireless devices. |
Natural Gas Imbalances | Natural Gas Imbalances |
Derivative Instruments | Derivative Instruments The Company uses derivative instruments such as futures, swaps, forwards and options to manage the commodity price risks of its business operations. All derivatives are recorded in the consolidated balance sheets at fair value. Derivative instruments representing unrealized gains are reported as derivative assets while derivative instruments representing unrealized losses are reported as derivative liabilities. We offset amounts in the consolidated balance sheets for derivative instruments executed with the same counterparty where we have a master netting arrangement. As part of our asset optimization activities, we manage a portfolio of commodity derivative instruments held for trading purposes. Changes in fair value of and amounts realized upon settlements of derivatives instruments held for trading purposes are recognized in earnings in net asset optimization revenues. To manage the retail business, the Company holds derivative instruments that are not for trading purposes and are not designated as hedges for accounting purposes. Changes in the fair value of and amounts realized upon settlement of derivative instruments not held for trading purposes are recognized in retail costs of revenues. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes where deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been recognized in the financial statements or tax returns and operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in those years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will not be realized. Amounts owed or refundable on current year returns is included as a current payable or receivable in the consolidated balance sheet. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the projected future taxable income and tax planning strategies in making this assessment. The Company recognizes interest and penalties related to unrecognized tax benefits within the provision for income taxes on continuing operations in our consolidated statements of operations. |
Earnings per Share | Earnings per Share Basic earnings per share (“EPS”) is computed by dividing net income attributable to stockholders (the numerator) by the weighted-average number of Class A common shares outstanding for the period (the denominator). Class B common shares are not included in the calculation of basic earnings per share because they are not participating securities and have no economic interests. Diluted earnings per share is similarly calculated except that the denominator is increased by potentially dilutive securities. We use the treasury stock method to determine the potential dilutive effect of our outstanding unvested restricted stock units and use the if-converted method to determine the potential dilutive effect of our Class B common stock. |
Non-controlling Interest | Non-controlling Interest Net income attributable to non-controlling interest represents the Class B Common stockholders' interest in income and expenses of the Company. The weighted average ownership percentages for the applicable reporting period are used to allocate the income (loss) before income taxes to each economic interest owner. |
Commitments and Contingencies | Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
New Accounting Standards Recently Adopted | New Accounting Standards Being Evaluated/Standards Not yet adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280) : Improvements to Reportable Segment Disclosures. The amendments in the ASU improve reportable segment disclosures by adding and enhancing annual and interim disclosure requirements, clarifying circumstances in which entities can disclose multiple segment measures of profit or loss, providing new segment disclosure requirements for entities with a single reportable segment, and adding other disclosure requirements. ASU 2023-07 will be effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. We are evaluating the impact of adoption on our consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The ASU requires enhanced income tax disclosures, particularly related to a reporting entity's effective tax rate reconciliation and income taxes paid. For the rate reconciliation, the update requires additional categories of information about federal, state, and foreign taxes and details about significant reconciling items, subject to a quantitative threshold. Income taxes paid must be similarly disaggregated by federal, state, and foreign based on a quantitative threshold. The ASU will be effective for annual periods beginning after December 15, 2024. The guidance shall be applied on a prospective basis with the option to apply retrospectively. We are evaluating the impact of adoption on our consolidated financial statements. 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. |
Fair Value Measurements | Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date. Fair values are based on assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and the risks inherent in valuation techniques and the inputs to valuations. This includes the credit standing of counterparties involved and the impact of credit enhancements. We apply fair value measurements to our commodity derivative instruments based on the following fair value hierarchy, which prioritizes the inputs to the valuation techniques used to measure fair value into three broad levels: • Level 1—Quoted prices in active markets for identical assets and liabilities. Instruments categorized in Level 1 primarily consist of financial instruments such as exchange-traded derivative instruments. • Level 2—Inputs other than quoted prices recorded in Level 1 that are either directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived from observable market data by correlation or other means. Instruments categorized in Level 2 primarily include non-exchange traded derivatives such as over-the-counter commodity forwards and swaps and options. • Level 3—Unobservable inputs for the asset or liability, including situations where there is little, if any, observable market activity for the asset or liability. The Level 3 category includes estimated earnout obligations related to our acquisitions. As the fair value hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable data (Level 3), the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. These levels can change over time. In some cases, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. In these cases, the lowest level input that is significant to a fair value measurement in its entirety determines the applicable level in the fair value hierarchy. |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenue | The table also includes a reconciliation of the disaggregated revenue to revenue by reportable segment (in thousands). Reportable Segments Years ended December 31, 2023 Years ended December 31, 2022 Years ended December 31, 2021 Retail Electricity (c) Retail Natural Gas Total Reportable Segments Retail Electricity Retail Natural Gas Total Reportable Segments Retail Electricity Retail Natural Gas Total Reportable Segments Primary markets (a) New England $ 115,129 $ 8,937 $ 124,066 $ 111,332 $ 10,284 $ 121,616 $ 100,819 $ 9,402 $ 110,221 Mid-Atlantic 111,599 39,860 151,459 114,994 49,626 164,620 107,307 28,070 135,377 Midwest 31,353 18,578 49,931 39,658 22,436 62,094 41,974 20,602 62,576 Southwest 70,385 43,519 113,904 86,766 27,719 114,485 72,494 17,060 89,554 $ 328,466 $ 110,894 $ 439,360 $ 352,750 $ 110,065 $ 462,815 $ 322,594 $ 75,134 $ 397,728 Customer type Commercial $ 40,356 $ 60,111 $ 100,467 $ 42,439 $ 53,504 $ 95,943 $ 49,159 $ 25,610 $ 74,769 Residential 288,482 59,175 347,657 309,503 51,465 360,968 280,065 49,483 329,548 Unbilled revenue (b) (372) (8,392) (8,764) 808 5,096 5,904 (6,630) 41 (6,589) $ 328,466 $ 110,894 $ 439,360 $ 352,750 $ 110,065 $ 462,815 $ 322,594 $ 75,134 $ 397,728 Customer credit risk POR $ 191,355 $ 50,439 $ 241,794 $ 212,374 $ 62,962 $ 275,336 $ 195,120 $ 40,541 $ 235,661 Non-POR 137,111 60,455 197,566 140,376 47,103 187,479 127,474 34,593 162,067 $ 328,466 $ 110,894 $ 439,360 $ 352,750 $ 110,065 $ 462,815 $ 322,594 $ 75,134 $ 397,728 (a) 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 and Virginia; • Midwest - Illinois, Indiana, Michigan and Ohio; and • Southwest - Arizona, California, Colorado, Florida, Nevada and Texas. (b) Unbilled revenue is recorded in total until it is actualized, at which time it is categorized between commercial and residential customers. (c) Retail Electricity includes services. Reconciliation to Consolidated Financial Information A reconciliation of the reportable segment operating revenues to consolidated revenues is as follows: Year Ended December 31, 2023 2022 2021 Total Reportable Segments Revenue $ 439,360 $ 462,815 $ 397,728 Net asset optimization expense (7,326) (2,322) (4,243) Other Revenue 3,158 — — Total Revenues $ 435,192 $ 460,493 $ 393,485 |
Schedule of Accounts Receivable, Allowance for Credit Loss | A rollforward of our allowance for credit losses for the year ended December 31, 2023 is presented in the table below (in thousands): Balance at December 31, 2022 $ (4,335) Bad debt provision (3,442) Write-offs 3,376 Recovery of previous write offs (95) Balance at December 31, 2023 $ (4,496) |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Economic Interests | The Company and affiliates owned the following economic interests in Spark HoldCo at December 31, 2023 and December 31, 2022, respectively. The Company Affiliated Owners December 31, 2023 44.92 % 55.08 % December 31, 2022 44.45 % 55.55 % |
Schedule of Net Income and Income Tax Expense (Benefit) Attributable to Non-Controlling Interest | The following table summarizes the portion of net income (loss) and income tax expense (benefit) attributable to non-controlling interest (in thousands): Year Ended December 31, 2023 2022 2021 Net income (loss) allocated to non-controlling interest $ 14,302 $ 5,585 $ (5,607) Less: Income tax expense allocated to non-controlling interest 3,172 1,960 3,539 Net income (loss) attributable to non-controlling interest $ 11,130 $ 3,625 $ (9,146) |
Schedule of Computation of Earnings (Loss) Per Share | The following table presents the computation of basic and diluted income (loss) per share for the years ended December 31, 2023, 2022, and 2021 (in thousands, except per share data): Year Ended December 31, 2023 2022 2021 Net income attributable to Via Renewables, Inc. stockholders $ 14,975 $ 7,578 $ 3,733 Less: Dividend on Series A preferred stock 10,619 8,054 7,804 Net income (loss) attributable to stockholders of Class A common stock $ 4,356 $ (476) $ (4,071) Basic weighted average Class A common shares outstanding 3,211 3,156 3,026 Basic earnings (loss) per share attributable to stockholders $ 1.36 $ (0.15) $ (1.35) Net income (loss) attributable to stockholders of Class A common stock $ 4,356 $ (476) $ (4,071) Diluted net income (loss) attributable to stockholders of Class A common stock $ 4,356 $ (476) $ (4,071) Basic weighted average Class A common shares outstanding 3,211 3,156 3,026 Diluted weighted average shares outstanding 3,211 3,156 3,026 Diluted earnings (loss) per share attributable to stockholders $ 1.36 $ (0.15) $ (1.35) |
Schedule of Carrying Amounts and Classification of Variable Interest Entities | The following table includes the carrying amounts and classification of the assets and liabilities of Spark HoldCo that are included in our consolidated balance sheet as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Assets Current assets: Cash and cash equivalents $ 42,062 $ 33,267 Accounts receivable 62,548 81,363 Other current assets 50,650 61,162 Total current assets 155,260 175,792 Non-current assets: Goodwill 120,343 120,343 Other assets 11,351 13,675 Total non-current assets 131,694 134,018 Total Assets $ 286,954 $ 309,810 Liabilities Current liabilities: Accounts Payable and Accrued Liabilities $ 44,201 $ 61,367 Other current liabilities 71,994 63,673 Total current liabilities 116,195 125,040 Long-term liabilities: Long-term portion of Senior Credit Facility 97,000 100,000 Subordinated debt—affiliate — 20,000 Other long-term liabilities 54 2,733 Total long-term liabilities 97,054 122,733 Total Liabilities $ 213,249 $ 247,773 |
Preferred Stock (Tables)
Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Preferred Equity Balance | A summary of our preferred equity balance for the years ended December 31, 2023 and 2022 is as follows: (in thousands) Balance at December 31, 2021 $ 87,288 Repurchase of Series A Preferred Stock — Accumulated dividends on Series A Preferred Stock 425 Balance at December 31, 2022 $ 87,713 Repurchase of Series A Preferred Stock — Accumulated dividends on Series A Preferred Stock 352 Balance at December 31, 2023 $ 88,065 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Volumetric Underlying Derivative Transactions | The following table summarizes the net notional volumes of our open derivative financial instruments accounted for at fair value by commodity. Positive amounts represent net buys while bracketed amounts are net sell transactions (in thousands): Non-trading Commodity Notional December 31, 2023 December 31, 2022 Natural Gas MMBtu 6,254 5,984 Electricity MWh 1,029 1,380 Trading Commodity Notional December 31, 2023 December 31, 2022 Natural Gas MMBtu 1,016 957 |
Schedule of Gains (Losses) on Derivative Instruments | Gains (losses) on derivative instruments, net and current period settlements on derivative instruments were as follows for the periods indicated (in thousands): Year Ended December 31, 2023 2022 2021 (Loss) gain on non-trading derivatives, net $ (70,304) $ 17,305 $ 22,130 (Loss) gain on trading derivatives, net (1,189) 516 (930) (Loss) gain on derivatives, net $ (71,493) $ 17,821 $ 21,200 Current period settlements on non-trading derivatives (1) 65,428 (35,966) (15,752) Current period settlements on trading derivatives 1,204 165 60 Total current period settlements on derivatives (1) $ 66,632 $ (35,801) $ (15,692) (1) Excludes settlements of $0.2 million related to acquisition, for the year ended December 31, 2022. |
Schedule of Offsetting Assets | The following tables summarize the fair value and offsetting amounts of our derivative instruments by counterparty and collateral received or paid (in thousands): December 31, 2023 Description Gross Assets Gross Net Assets Cash Net Amount Non-trading commodity derivatives $ 1,926 $ (1,046) $ 880 $ — $ 880 Trading commodity derivatives 64 (35) 29 — 29 Total Current Derivative Assets 1,990 (1,081) 909 — 909 Non-trading commodity derivatives 173 (82) 91 — 91 Trading commodity derivatives — — — — — Total Non-current Derivative Assets 173 (82) 91 — 91 Total Derivative Assets $ 2,163 $ (1,163) $ 1,000 $ — $ 1,000 December 31, 2022 Description Gross Assets Gross Net Assets Cash Net Amount Non-trading commodity derivatives $ 709 $ (154) $ 555 $ — $ 555 Trading commodity derivatives 1,267 (190) 1,077 — 1,077 Total Current Derivative Assets 1,976 (344) 1,632 — 1,632 Non-trading commodity derivatives 1,364 (698) 666 — 666 Trading commodity derivatives — — — — — Total Non-current Derivative Assets 1,364 (698) 666 — 666 Total Derivative Assets $ 3,340 $ (1,042) $ 2,298 $ — $ 2,298 |
Schedule of Offsetting Liabilities | Description Gross Gross Net Cash Net Amount Non-trading commodity derivatives $ (29,730) $ 6,077 $ (23,653) $ 4,679 $ (18,974) Trading commodity derivatives (173) 6 (167) — (167) Total Current Derivative Liabilities (29,903) 6,083 (23,820) 4,679 (19,141) Non-trading commodity derivatives (672) 115 (557) 503 (54) Trading commodity derivatives — — — — — Total Non-current Derivative Liabilities (672) 115 (557) 503 (54) Total Derivative Liabilities $ (30,575) $ 6,198 $ (24,377) $ 5,182 $ (19,195) Description Gross Gross Net Cash Net Amount Non-trading commodity derivatives $ (42,586) $ 24,969 $ (17,617) $ 2,715 $ (14,902) Trading commodity derivatives (1,831) 601 (1,230) — (1,230) Total Current Derivative Liabilities (44,417) 25,570 (18,847) 2,715 (16,132) Non-trading commodity derivatives (2,907) 192 (2,715) — (2,715) Trading commodity derivatives — — — — — Total Non-current Derivative Liabilities (2,907) 192 (2,715) — (2,715) Total Derivative Liabilities $ (47,324) $ 25,762 $ (21,562) $ 2,715 $ (18,847) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following (in thousands): Estimated December 31, 2023 December 31, 2022 Information technology 2 – 5 $ 6,983 $ 7,680 Furniture and fixtures 2 – 5 — 20 Total 6,983 7,700 Accumulated depreciation (2,273) (3,009) Property and equipment—net $ 4,710 $ 4,691 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill, Customer Relationships and Trademarks | Goodwill, customer relationships and trademarks consist of the following amounts (in thousands): December 31, 2023 December 31, 2022 Goodwill $ 120,343 $ 120,343 Customer Relationships— Acquired Cost $ — $ 5,026 Accumulated amortization — (4,825) Customer Relationships—Acquired $ — $ 201 Customer Relationships—Other Cost $ 968 $ 7,886 Accumulated amortization (487) (5,086) Customer Relationships—Other, net $ 481 $ 2,800 Trademarks Cost $ 4,040 $ 4,041 Accumulated amortization (1,616) (1,213) Trademarks, net $ 2,424 $ 2,828 Changes in goodwill, customer relationships (including non-compete agreements) and trademarks consisted of the following (in thousands): Goodwill Customer Relationships— Acquired & Non-Compete Agreements Customer Relationships— Other Trademarks Balance at December 31, 2020 $ 120,343 $ 14,513 $ 3,255 $ 4,598 Additions — — 9,100 — Adjustments — — (27) — Amortization — (9,081) (3,577) (1,066) Balance at December 31, 2021 $ 120,343 $ 5,432 $ 8,751 $ 3,532 Additions — — 1,091 — Adjustments — 1 — (10) Amortization — (5,232) (7,042) (694) Balance at December 31, 2022 $ 120,343 $ 201 $ 2,800 $ 2,828 Additions — — — Amortization — (201) (2,319) (404) Balance at December 31, 2023 $ 120,343 $ — $ 481 $ 2,424 |
Schedule of Estimated Future Amortization Expense | Estimated future amortization expense for customer relationships and trademarks at December 31, 2023 is as follows (in thousands): Year Ending December 31, 2024 $ 746 2025 543 2026 404 2027 404 2028 404 > 5 years 404 Total $ 2,905 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consists of the following amounts as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Long-term debt: Senior Credit Facility (1) (2) $ 97,000 $ 100,000 Subordinated Debt — 20,000 Total long-term debt 97,000 120,000 Total debt $ 97,000 $ 120,000 (1) As of December 31, 2023 and 2022, the weighted average interest rate on the Senior Credit Facility was 8.60% and 7.83%, respectively. (2) As of December 31, 2023 and 2022, we had $24.3 million and $34.4 million in letters of credit issued, respectively. |
Schedule of Components of Interest Expense | Interest expense consists of the following components for the periods indicated (in thousands): Years Ended December 31, 2023 2022 2021 Senior Credit Facility $ 6,802 $ 4,333 $ 2,206 Letters of credit fees and commitment fees 1,640 1,637 1,417 Amortization of deferred financing costs 825 1,125 997 Other 67 109 306 Interest expense $ 9,334 $ 7,204 $ 4,926 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables present assets and liabilities measured and recorded at fair value in our consolidated balance sheets on a recurring basis by and their level within the fair value hierarchy (in thousands): Level 1 Level 2 Level 3 Total December 31, 2023 Non-trading commodity derivative assets $ — $ 971 $ — $ 971 Trading commodity derivative assets — 29 — 29 Total commodity derivative assets $ — $ 1,000 $ — $ 1,000 Non-trading commodity derivative liabilities $ — $ (19,028) $ — $ (19,028) Trading commodity derivative liabilities — (167) — (167) Total commodity derivative liabilities $ — $ (19,195) $ — $ (19,195) Level 1 Level 2 Level 3 Total December 31, 2022 Non-trading commodity derivative assets $ 72 $ 1,149 $ — $ 1,221 Trading commodity derivative assets — 1,077 — 1,077 Total commodity derivative assets $ 72 $ 2,226 $ — $ 2,298 Non-trading commodity derivative liabilities $ — $ (17,617) $ — $ (17,617) Trading commodity derivative liabilities — (1,230) — (1,230) Total commodity derivative liabilities $ — $ (18,847) $ — $ (18,847) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Equity Classified Restricted Stock Unit Activity and Unvested Restricted Stock Units | The following table summarizes equity classified restricted stock unit activity and unvested restricted stock units for the year ended December 31, 2023: Number of Shares (in thousands) Weighted Average Grant Date Fair Value Unvested at December 31, 2022 114 $ 44.88 Granted 81 12.44 Dividend reinvestment issuances 4 27.24 Vested (60) 12.46 Forfeited (3) 42.82 Unvested at December 31, 2023 136 $ 23.21 Number of Shares (in thousands) Weighted Average Reporting Date Fair Value Unvested at December 31, 2022 14 $ 25.55 Granted 6 9.40 Dividend reinvestment issuances 6 9.40 Vested (9) 11.55 Forfeited — — Unvested at December 31, 2023 17 $ 9.40 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Provision for Income Taxes | The provision for income taxes for the years ended December 31, 2023, 2022, and 2021 included the following components: (in thousands) 2023 2022 2021 Current: Federal $ 4,028 $ 3,045 $ 381 State 1,960 1,476 (622) Total Current 5,988 4,521 (241) Deferred: Federal 4,031 1,505 4,274 State 1,123 457 1,233 Total Deferred 5,154 1,962 5,507 Provision for income taxes $ 11,142 $ 6,483 $ 5,266 |
Schedule of Reconciliation of Income Tax Provision | The following table reconciles the income tax benefit that would result from application of the statutory federal tax rate, 21%, 21%, and 21% for the years ended December 31, 2023, 2022, and 2021 respectively, to the amount included in the consolidated statement of operations: (in thousands) 2023 2022 2021 Expected provision at federal statutory rate $ 7,822 $ 3,714 $ (31) Increase (decrease) resulting from: Non-controlling interest (2,090) (963) 3,475 Preferred Stock dividends 1,596 1,198 1,264 State income taxes, net of federal income tax effect 2,671 1,918 1,745 Prior year tax adjustments (131) 148 (996) Outside Tax basis Adjustment 1,220 225 (282) Penalties — 238 (158) Stock conversion — — 1,486 Rate differential on loss carryback — — (1,157) Other 54 5 (80) Provision for income taxes $ 11,142 $ 6,483 $ 5,266 |
Schedule of Deferred Tax Assets | The components of our deferred tax assets as of December 31, 2023 and 2022 are as follows: (in thousands) 2023 2022 Deferred Tax Assets: Investment in Spark HoldCo $ 12,241 $ 16,931 Derivative Liabilities 405 333 Fixed Assets and Intangibles 2,047 2,919 Other 685 552 Total deferred tax assets $ 15,378 $ 20,735 Deferred Tax Liabilities: Other (96) (298) Total deferred tax liabilities $ (96) $ (298) Total deferred tax assets/liabilities $ 15,282 $ 20,437 |
Transactions with Affiliates (T
Transactions with Affiliates (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following tables presents asset and liability balances with affiliates (in thousands): December 31, 2023 December 31, 2022 Assets Accounts Receivable - affiliates $ 4,683 $ 6,455 Total Assets - affiliates $ 4,683 $ 6,455 December 31, 2023 December 31, 2022 Liabilities Accounts Payable - affiliates $ 472 $ 265 Subordinated Debt - affiliates (1) — 20,000 Total Liabilities - affiliates $ 472 $ 20,265 (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): December 31, 2023 December 31, 2022 December 31, 2021 Revenue NAO - affiliates $ 3,262 $ 4,122 $ 1,566 Less: Cost of Revenue NAO - affiliates 334 536 5 Net NAO - affiliates $ 2,928 $ 3,586 $ 1,561 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Reconciliation of Retail Gross Margin to Gross Profit | Below is a reconciliation of retail gross margin to gross profit (in thousands): Years Ended December 31, (in thousands) 2023 2022 2021 Reconciliation of Retail Gross Margin to Gross Profit Total Revenues $ 435,192 $ 460,493 $ 393,485 Less: Retail cost of revenues 310,744 357,096 323,219 Gross Profit 124,448 103,397 70,266 Less: Net asset optimization expense (7,326) (2,322) (4,243) Net, (loss) gain on non-trading derivative instruments (70,304) 17,305 22,130 Net, cash settlements on non-trading derivative instruments 65,428 (35,966) (15,752) Non-recurring event - winter storm Uri — 9,565 (64,403) Retail Gross Margin $ 136,650 $ 114,815 $ 132,534 |
Schedule of Financial Data for Business Segments | Financial data for business segments are as follows (in thousands): Year Ended December 31, 2023 Retail Retail Corporate Eliminations Consolidated Total Revenues $ 328,466 $ 110,894 $ (4,168) $ — $ 435,192 Retail cost of revenues 240,979 68,202 1,563 — 310,744 Gross Profit $ 87,487 $ 42,692 $ (5,731) $ — $ 124,448 Less: Net asset optimization expense — — (7,326) — (7,326) Net, loss on non-trading derivative instruments (58,554) (11,750) — — (70,304) Current period settlements on non-trading derivatives 58,475 6,953 — — 65,428 Retail gross margin $ 87,566 $ 47,489 $ 1,595 $ — $ 136,650 Total Assets $ 1,613,642 $ 48,303 $ 301,892 $ (1,660,003) $ 303,834 Goodwill $ 117,813 $ 2,530 $ — $ — $ 120,343 Year Ended December 31, 2022 Retail Retail Corporate Eliminations Consolidated Total Revenues $ 352,750 $ 110,065 $ (2,322) $ — $ 460,493 Retail cost of revenues 275,701 81,395 — — 357,096 Gross Profit $ 77,049 $ 28,670 $ (2,322) $ — $ 103,397 Less: Net asset optimization expense — — (2,322) — (2,322) Net, gain on non-trading derivative instruments 11,351 5,954 — — 17,305 Current period settlements on non-trading derivatives (26,616) (9,350) — — (35,966) Non-recurring event - winter storm Uri 9,565 — — — 9,565 Retail gross margin $ 82,749 $ 32,066 $ — $ — $ 114,815 Total Assets $ 1,802,649 $ 123,490 $ 313,490 $ (1,908,679) $ 330,950 Goodwill $ 117,813 $ 2,530 $ — $ — $ 120,343 Year Ended December 31, 2021 Retail Retail Corporate Eliminations Consolidated Total Revenues $ 322,594 $ 75,134 $ (4,243) $ — $ 393,485 Retail cost of revenues 284,794 38,425 — — 323,219 Gross Profit $ 37,800 $ 36,709 $ (4,243) $ — $ 70,266 Less: Net asset optimization expense — — (4,243) — (4,243) Net, Gain on non-trading derivative instruments 19,070 3,060 — — 22,130 Current period settlements on non-trading derivatives (12,876) (2,876) — — (15,752) Non-recurring event - winter storm Uri (64,403) — — — (64,403) Retail gross margin 96,009 36,525 — — 132,534 Total Assets $ 1,527,456 $ 7,320 $ 310,039 $ (1,491,056) $ 353,759 Goodwill $ 117,813 $ 2,530 $ — $ — $ 120,343 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies - (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 29, 2023 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Inventory | $ 3,124,000 | $ 4,405,000 | |||
Customer acquisition costs | 7,000,000 | 5,200,000 | |||
Customer acquisition costs, current | 5,154,000 | 3,530,000 | |||
Customer acquisition costs, noncurrent | 1,835,000 | 1,683,000 | |||
Amortization of acquisition costs | 4,800,000 | 2,100,000 | $ 6,100,000 | ||
Intangible assets, current | 342,000 | 2,520,000 | |||
Customer relationships, net | 139,000 | 481,000 | |||
Intangible assets | 2,905,000 | ||||
Operating lease expense | 0 | 100,000 | 200,000 | ||
Sublease income | 0 | 100,000 | 200,000 | ||
Right-of-use assets | 0 | 0 | |||
Lease liabilities | 0 | 0 | |||
Asset optimization revenue | 24,600,000 | 86,700,000 | 57,000,000 | ||
Asset optimization cost of revenues | 31,900,000 | 89,000,000 | 61,200,000 | ||
Income tax payable | 2,500,000 | 400,000 | |||
Income tax receivable | $ 2,100,000 | $ 2,500,000 | |||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other current assets | Other assets | |||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities | |||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | Other long-term liabilities | |||
Merger Agreement With Retailco | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Share price in merger (in dollars per share) | $ 11 | ||||
Wireless Device | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Inventory | $ 500,000 | ||||
Other current assets | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gas balancing receivable (payable) | 200,000 | $ 500,000 | |||
Other current liabilities | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gas balancing receivable (payable) | $ 0 | 0 | |||
Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization period | 1 year | ||||
Property lease term | 3 years | ||||
Property and equipment estimated useful lives | 2 years | ||||
Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization period | 2 years | ||||
Property lease term | 5 years | ||||
Property and equipment estimated useful lives | 5 years | ||||
Customer Relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | $ 2,500,000 | 12,300,000 | 12,700,000 | ||
Impairment charges | 0 | 0 | $ 0 | ||
Intangible assets | $ 0 | $ 201,000 | |||
Customer Relationships | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization period | 3 years | ||||
Customer Relationships— Other | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization period | 18 months | 3 years | |||
Additional amortization | $ 900,000 | ||||
Amortization expense | $ 2,319,000 | 7,042,000 | $ 3,577,000 | ||
Intangible assets | 481,000 | $ 2,800,000 | 8,751,000 | $ 3,255,000 | |
Customer Relationships— Other | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization period | 3 years | ||||
Customer Relationships— Other | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization period | 18 months | ||||
Trademarks | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | 404,000 | $ 694,000 | 1,066,000 | ||
Impairment charges | 0 | 0 | 0 | ||
Intangible assets | $ 2,424,000 | 2,828,000 | $ 3,532,000 | $ 4,598,000 | |
Trademarks | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization period | 5 years | ||||
Trademarks | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization period | 10 years | ||||
Residential Customer Equivalent | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Asset acquisition, escrow deposit | $ 0 | $ 1,700,000 |
Revenues - Schedule of Disaggre
Revenues - Schedule of Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Net asset optimization expense | $ (7,326) | $ (2,322) | $ (4,243) |
Total revenues | 435,192 | 460,493 | 393,485 |
Retail revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 439,360 | 462,815 | 397,728 |
Other revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 3,158 | 0 | 0 |
POR | Retail revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 241,794 | 275,336 | 235,661 |
Non-POR | Retail revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 197,566 | 187,479 | 162,067 |
Unbilled revenue | Retail revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | (8,764) | 5,904 | (6,589) |
Commercial | Billed revenue | Retail revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 100,467 | 95,943 | 74,769 |
Residential | Billed revenue | Retail revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 347,657 | 360,968 | 329,548 |
New England | Retail revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 124,066 | 121,616 | 110,221 |
Mid-Atlantic | Retail revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 151,459 | 164,620 | 135,377 |
Midwest | Retail revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 49,931 | 62,094 | 62,576 |
Southwest | Retail revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 113,904 | 114,485 | 89,554 |
Retail Electricity | Retail revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 328,466 | 352,750 | 322,594 |
Retail Electricity | POR | Retail revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 191,355 | 212,374 | 195,120 |
Retail Electricity | Non-POR | Retail revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 137,111 | 140,376 | 127,474 |
Retail Electricity | Unbilled revenue | Retail revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | (372) | 808 | (6,630) |
Retail Electricity | Commercial | Billed revenue | Retail revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 40,356 | 42,439 | 49,159 |
Retail Electricity | Residential | Billed revenue | Retail revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 288,482 | 309,503 | 280,065 |
Retail Electricity | New England | Retail revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 115,129 | 111,332 | 100,819 |
Retail Electricity | Mid-Atlantic | Retail revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 111,599 | 114,994 | 107,307 |
Retail Electricity | Midwest | Retail revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 31,353 | 39,658 | 41,974 |
Retail Electricity | Southwest | Retail revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 70,385 | 86,766 | 72,494 |
Retail Natural Gas | Retail revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 110,894 | 110,065 | 75,134 |
Retail Natural Gas | POR | Retail revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 50,439 | 62,962 | 40,541 |
Retail Natural Gas | Non-POR | Retail revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 60,455 | 47,103 | 34,593 |
Retail Natural Gas | Unbilled revenue | Retail revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | (8,392) | 5,096 | 41 |
Retail Natural Gas | Commercial | Billed revenue | Retail revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 60,111 | 53,504 | 25,610 |
Retail Natural Gas | Residential | Billed revenue | Retail revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 59,175 | 51,465 | 49,483 |
Retail Natural Gas | New England | Retail revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 8,937 | 10,284 | 9,402 |
Retail Natural Gas | Mid-Atlantic | Retail revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 39,860 | 49,626 | 28,070 |
Retail Natural Gas | Midwest | Retail revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 18,578 | 22,436 | 20,602 |
Retail Natural Gas | Southwest | Retail revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 43,519 | $ 27,719 | $ 17,060 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Bad debt expense | $ 3,442 | $ 6,865 | $ 445 |
Retail Revenues | |||
Disaggregation of Revenue [Line Items] | |||
Gross receipts taxes | 1,000 | 1,300 | 1,100 |
Retail Cost of Revenues | |||
Disaggregation of Revenue [Line Items] | |||
Gross receipts taxes | $ 5,200 | $ 5,200 | $ 4,400 |
Revenues - Schedule of Rollforw
Revenues - Schedule of Rollforward of Our Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Bad debt provision | $ 3,442 | $ 6,865 | $ 445 |
Trade Accounts Receivable | |||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | (4,335) | ||
Bad debt provision | (3,442) | ||
Write-offs | 3,376 | ||
Recovery of previous write offs | (95) | ||
Ending balance | $ (4,496) | $ (4,335) |
Equity - Schedule of Economic I
Equity - Schedule of Economic Interests (Details) - Spark Hold Co | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||
Economic interest | 44.92% | 44.45% |
Affiliated Owners | ||
Class of Stock [Line Items] | ||
Economic interest | 55.08% | 55.55% |
Equity - Schedule of Net Income
Equity - Schedule of Net Income and Income Tax Expense (Benefit) Attributable to Non-Controlling Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | |||
Net income (loss) allocated to non-controlling interest | $ 14,302 | $ 5,585 | $ (5,607) |
Less: Income tax expense allocated to non-controlling interest | 3,172 | 1,960 | 3,539 |
Less: Net income (loss) attributable to non-controlling interest | $ 11,130 | $ 3,625 | $ (9,146) |
Equity - Narrative (Details)
Equity - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Mar. 20, 2023 shares | Jul. 31, 2021 shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Class of Stock [Line Items] | |||||
Conversion ratio (in shares) | 1 | ||||
Payment of dividends to class common stockholders | $ | $ 2,874 | $ 11,461 | $ 10,987 | ||
Dividends paid to class a common stockholders (in dollars per share) | $ / shares | $ 0.90625 | $ 3.625 | $ 3.625 | ||
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 | |||
Affiliated Entity | |||||
Class of Stock [Line Items] | |||||
Payments of distributions to affiliates | $ | $ 3,600 | $ 14,500 | $ 14,800 | ||
Common Class B | |||||
Class of Stock [Line Items] | |||||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 4,000,000 | ||||
Restricted Stock Units | |||||
Class of Stock [Line Items] | |||||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 200,000 | ||||
Restricted Units and Liability Awards | |||||
Class of Stock [Line Items] | |||||
Number of shares vested (in shares) | 68,439 | 58,033 | 68,481 | ||
Restricted Stock Units | |||||
Class of Stock [Line Items] | |||||
Number of shares vested (in shares) | 59,549 | ||||
Number of shares of common stock distributed to the holder of restricted stock units (in shares) | 46,466 | 42,268 | 43,828 | ||
Number of shares of common stock withheld to cover taxes owed on vested units (in shares) | 21,973 | 15,765 | 24,653 | ||
Common Class B | |||||
Class of Stock [Line Items] | |||||
Conversion of stock, shares converted (in shares) | 160,000 | ||||
Common stock, shares authorized (in shares) | 60,000,000 | 60,000,000 | 60,000,000 | ||
Common Class B | Minimum | |||||
Class of Stock [Line Items] | |||||
Stock split conversion ratio | 0.2 | ||||
Common Class B | Maximum | |||||
Class of Stock [Line Items] | |||||
Stock split conversion ratio | 0.5 | ||||
Class A Common Stock | |||||
Class of Stock [Line Items] | |||||
Dividends paid to class a common stockholders (in dollars per share) | $ / shares | $ 0.90625 | $ 3.625 | $ 3.625 | ||
Common stock, shares authorized (in shares) | 120,000,000 | 120,000,000 | 120,000,000 | ||
Class A Common Stock | Minimum | |||||
Class of Stock [Line Items] | |||||
Stock split conversion ratio | 0.2 | ||||
Class A Common Stock | Maximum | |||||
Class of Stock [Line Items] | |||||
Stock split conversion ratio | 0.5 | ||||
Class A Common Stock | Restricted Stock Units | |||||
Class of Stock [Line Items] | |||||
Number of shares of common stock distributed to the holder of restricted stock units (in shares) | 37,835 | ||||
Number of shares of common stock withheld to cover taxes owed on vested units (in shares) | 21,714 |
Equity - Schedule of Basic and
Equity - Schedule of Basic and Diluted Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | |||
Net income attributable to Via Renewables, Inc. stockholders | $ 14,975 | $ 7,578 | $ 3,733 |
Less: Dividend on Series A preferred stock | 10,619 | 8,054 | 7,804 |
Net income (loss) attributable to stockholders of Class A common stock | $ 4,356 | $ (476) | $ (4,071) |
Basic weighted average Class A common shares outstanding (in shares) | 3,211 | 3,156 | 3,026 |
Basic earnings (loss) per share attributable to stockholders (in dollars per share) | $ 1.36 | $ (0.15) | $ (1.35) |
Net income (loss) attributable to stockholders of Class A common stock | $ 4,356 | $ (476) | $ (4,071) |
Diluted net income (loss) attributable to stockholders of Class A common stock | $ 4,356 | $ (476) | $ (4,071) |
Basic weighted average Class A common shares outstanding (in shares) | 3,211 | 3,156 | 3,026 |
Diluted weighted average shares outstanding (in shares) | 3,211 | 3,156 | 3,026 |
Diluted earnings (loss) per share attributable to stockholders (in dollars per share) | $ 1.36 | $ (0.15) | $ (1.35) |
Equity - Schedule of Carrying A
Equity - Schedule of Carrying Amounts and Classification of Variable Interest Entities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||||
Cash and cash equivalents | $ 42,595 | $ 33,658 | ||
Other current assets | 6,567 | 8,749 | ||
Total current assets | 158,973 | 178,927 | ||
Goodwill | 120,343 | 120,343 | $ 120,343 | $ 120,343 |
Other assets | 2,461 | 3,722 | ||
Total Assets | 303,834 | 330,950 | $ 353,759 | |
Current liabilities: | ||||
Other current liabilities | 59 | 322 | ||
Total current liabilities | 79,996 | 92,168 | ||
Long-term liabilities: | ||||
Long-term portion of Senior Credit Facility | 97,000 | 100,000 | ||
Subordinated debt—affiliate | 0 | 20,000 | ||
Other long-term liabilities | 0 | 18 | ||
Total liabilities | 177,050 | 214,901 | ||
Variable Interest Entity, Primary Beneficiary | ||||
Current assets: | ||||
Cash and cash equivalents | 42,062 | 33,267,000 | ||
Accounts receivable | 62,548 | 81,363,000 | ||
Other current assets | 50,650 | 61,162,000 | ||
Total current assets | 155,260 | 175,792,000 | ||
Goodwill | 120,343 | 120,343,000 | ||
Other assets | 11,351 | 13,675,000 | ||
Total non-current assets | 131,694 | 134,018,000 | ||
Total Assets | 286,954 | 309,810,000 | ||
Current liabilities: | ||||
Accounts Payable and Accrued Liabilities | 44,201 | 61,367 | ||
Other current liabilities | 71,994 | 63,673 | ||
Total current liabilities | 116,195 | 125,040 | ||
Long-term liabilities: | ||||
Long-term portion of Senior Credit Facility | 97,000 | 100,000 | ||
Subordinated debt—affiliate | 0 | 20,000 | ||
Other long-term liabilities | 54 | 2,733 | ||
Liabilities, Noncurrent, Total | 97,054 | 122,733 | ||
Total liabilities | $ 213,249 | $ 247,773 |
Preferred Stock - Narrative (De
Preferred Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Jan. 17, 2024 | Apr. 15, 2022 | Apr. 14, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||||||
Payments of ordinary dividends, preferred stock and preference stock | $ 10,268 | $ 7,628 | $ 7,804 | |||
Dividends paid | 10,620 | 8,054 | $ 7,804 | |||
Series A Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, dividend accrual rate | 6.578% | 8.75% | ||||
Preferred stock, liquidation (in per share) | $ 25 | |||||
Payments of ordinary dividends, preferred stock and preference stock | 10,300 | |||||
Dividend accrual | $ 2,700 | 2,400 | ||||
Dividends paid | $ 7,600 | |||||
Series A Preferred Stock | SOFR | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, dividend accrual rate | 26.161% | |||||
Series A Preferred Stock | Subsequent Event | ||||||
Class of Stock [Line Items] | ||||||
Quarterly cash dividend (in dollars per share) | $ 0.75960 |
Preferred Stock - Schedule of P
Preferred Stock - Schedule of Preferred Equity Balance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Beginning balance | $ 87,713 | $ 87,288 |
Repurchase of Series A Preferred Stock | 0 | 0 |
Accumulated dividends on Series A Preferred Stock | 352 | 425 |
Ending balance | $ 88,065 | $ 87,713 |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Collateral paid | $ 5.2 | $ 2.7 |
Derivative Instruments - Schedu
Derivative Instruments - Schedule of Volumetric Underlying Derivative Transactions (Details) - Buy MWh in Thousands, MMBTU in Thousands | 12 Months Ended | |
Dec. 31, 2023 MMBTU MWh | Dec. 31, 2022 MWh MMBTU | |
Non-trading | Natural Gas | ||
Derivatives, Fair Value [Line Items] | ||
Net notional volume | 6,254 | 5,984 |
Non-trading | Electricity | ||
Derivatives, Fair Value [Line Items] | ||
Net notional volume | MWh | 1,029 | 1,380 |
Trading | Natural Gas | ||
Derivatives, Fair Value [Line Items] | ||
Net notional volume | 1,016 | 957 |
Derivative Instruments - Sche_2
Derivative Instruments - Schedule of Gains (Losses) on Derivative Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Net, (loss) gain on non-trading derivative instruments | $ (71,493) | $ 17,821 | $ 21,200 |
Current period settlements on non-trading derivatives | 66,632 | (35,801) | (15,692) |
Non-trading | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Net, (loss) gain on non-trading derivative instruments | (70,304) | 17,305 | 22,130 |
Current period settlements on non-trading derivatives | 65,428 | (35,966) | (15,752) |
Trading | Various Acquisitions | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Current period settlements on non-trading derivatives | 200 | ||
Non-cash Flow Hedging | Non-trading | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Net, (loss) gain on non-trading derivative instruments | 17,305 | 22,130 | |
Current period settlements on non-trading derivatives | (35,966) | (15,752) | |
Non-cash Flow Hedging | Trading | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Net, (loss) gain on non-trading derivative instruments | (1,189) | 516 | (930) |
Current period settlements on non-trading derivatives | $ 1,204 | $ 165 | $ 60 |
Derivative Instruments - Sche_3
Derivative Instruments - Schedule of Offsetting Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Commodity Contract | ||
Offsetting Assets [Line Items] | ||
Gross Assets | $ 2,163 | $ 3,340 |
Gross Amounts Offset | (1,163) | (1,042) |
Net Assets | 1,000 | 2,298 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 1,000 | 2,298 |
Commodity Contract, Current | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 1,990 | 1,976 |
Gross Amounts Offset | (1,081) | (344) |
Net Assets | 909 | 1,632 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 909 | 1,632 |
Non-trading commodity derivatives | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 1,926 | 709 |
Gross Amounts Offset | (1,046) | (154) |
Net Assets | 880 | 555 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 880 | 555 |
Trading commodity derivatives | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 64 | 1,267 |
Gross Amounts Offset | (35) | (190) |
Net Assets | 29 | 1,077 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 29 | 1,077 |
Commodity Contract, Noncurrent | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 173 | 1,364 |
Gross Amounts Offset | (82) | (698) |
Net Assets | 91 | 666 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 91 | 666 |
Non-trading commodity derivatives | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 173 | 1,364 |
Gross Amounts Offset | (82) | (698) |
Net Assets | 91 | 666 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 91 | 666 |
Trading commodity derivatives | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 0 | 0 |
Gross Amounts Offset | 0 | 0 |
Net Assets | 0 | 0 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | $ 0 | $ 0 |
Derivative Instruments - Sche_4
Derivative Instruments - Schedule of Offsetting Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Commodity Contract | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | $ (30,575) | $ (47,324) |
Gross Amounts Offset | 6,198 | 25,762 |
Net Liabilities | (24,377) | (21,562) |
Cash Collateral Offset | 5,182 | 2,715 |
Net Amount Presented | (19,195) | (18,847) |
Commodity Contract, Current | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (29,903) | (44,417) |
Gross Amounts Offset | 6,083 | 25,570 |
Net Liabilities | (23,820) | (18,847) |
Cash Collateral Offset | 4,679 | 2,715 |
Net Amount Presented | (19,141) | (16,132) |
Non-trading commodity derivatives | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (29,730) | (42,586) |
Gross Amounts Offset | 6,077 | 24,969 |
Net Liabilities | (23,653) | (17,617) |
Cash Collateral Offset | 4,679 | 2,715 |
Net Amount Presented | (18,974) | (14,902) |
Trading commodity derivatives | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (173) | (1,831) |
Gross Amounts Offset | 6 | 601 |
Net Liabilities | (167) | (1,230) |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | (167) | (1,230) |
Commodity Contract, Noncurrent | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (672) | (2,907) |
Gross Amounts Offset | 115 | 192 |
Net Liabilities | (557) | (2,715) |
Cash Collateral Offset | 503 | 0 |
Net Amount Presented | (54) | (2,715) |
Non-trading commodity derivatives | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (672) | (2,907) |
Gross Amounts Offset | 115 | 192 |
Net Liabilities | (557) | (2,715) |
Cash Collateral Offset | 503 | 0 |
Net Amount Presented | (54) | (2,715) |
Trading commodity derivatives | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | 0 | 0 |
Gross Amounts Offset | 0 | 0 |
Net Liabilities | 0 | 0 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | $ 0 | $ 0 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 6,983 | $ 7,700 |
Accumulated depreciation | (2,273) | (3,009) |
Property and equipment—net | $ 4,710 | 4,691 |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives (years) | 2 years | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives (years) | 5 years | |
Information technology | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 6,983 | 7,680 |
Information technology | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives (years) | 2 years | |
Information technology | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives (years) | 5 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 0 | $ 20 |
Furniture and fixtures | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives (years) | 2 years | |
Furniture and fixtures | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful lives (years) | 5 years |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 1.4 | $ 1.7 | $ 1.8 |
Information technology | |||
Property, Plant and Equipment [Line Items] | |||
Assets not yet placed into service | $ 1.5 | $ 0.9 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Goodwill, Customer Relationships and Trademarks (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill | $ 120,343 | $ 120,343 | $ 120,343 | $ 120,343 |
Total | 2,905 | |||
Customer Relationships— Acquired | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Cost | 0 | 5,026 | ||
Accumulated amortization | 0 | (4,825) | ||
Total | 0 | 201 | ||
Customer Relationships—Other, net | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Cost | 968 | 7,886 | ||
Accumulated amortization | (487) | (5,086) | ||
Total | 481 | 2,800 | 8,751 | 3,255 |
Trademarks, net | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Cost | 4,040 | 4,041 | ||
Accumulated amortization | (1,616) | (1,213) | ||
Total | $ 2,424 | $ 2,828 | $ 3,532 | $ 4,598 |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Changes in Goodwill, Customer Relationships and Trademarks (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | |||
Balance at beginning of period | $ 120,343 | $ 120,343 | $ 120,343 |
Additions | 0 | 0 | 0 |
Adjustments | 0 | 0 | |
Amortization | 0 | 0 | 0 |
Balance at end of period | 120,343 | 120,343 | 120,343 |
Finite-lived Intangible Assets [Roll Forward] | |||
Balance at end of period | 2,905 | ||
Adjustments | 0 | 0 | |
Customer Relationships— Acquired & Non-Compete Agreements | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Balance at beginning of period | 201 | 5,432 | 14,513 |
Additions | 0 | 0 | |
Adjustments | 1 | 0 | |
Amortization expense | (201) | (5,232) | (9,081) |
Balance at end of period | 0 | 201 | 5,432 |
Customer Relationships— Other | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Balance at beginning of period | 2,800 | 8,751 | 3,255 |
Additions | 0 | 1,091 | 9,100 |
Adjustments | 0 | (27) | |
Amortization expense | (2,319) | (7,042) | (3,577) |
Balance at end of period | 481 | $ 2,800 | $ 8,751 |
Useful life | 18 months | 3 years | |
Additional amortization | $ 900 | ||
Trademarks | |||
Finite-lived Intangible Assets [Roll Forward] | |||
Balance at beginning of period | 2,828 | 3,532 | $ 4,598 |
Additions | 0 | 0 | 0 |
Adjustments | (10) | 0 | |
Amortization expense | (404) | (694) | (1,066) |
Balance at end of period | $ 2,424 | $ 2,828 | $ 3,532 |
Intangible Assets - Schedule _3
Intangible Assets - Schedule of Estimated Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Year Ending December 31, | |
2024 | $ 746 |
2025 | 543 |
2026 | 404 |
2027 | 404 |
2028 | 404 |
> 5 years | 404 |
Total | $ 2,905 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 97,000 | $ 120,000 |
Total debt | 97,000 | 120,000 |
Letters of credit issued | 24,300 | 34,400 |
Subordinated Debt | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 0 | $ 20,000 |
Line of Credit | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 8.60% | 7.83% |
Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 97,000 | $ 100,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 12 Months Ended | ||||
Oct. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | May 19, 2017 | |
Debt Instrument [Line Items] | |||||
Debt outstanding | $ 97,000,000 | $ 120,000,000 | |||
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] | |||||
Debt issued | $ 25,000,000 | ||||
Minimum availability under the borrowing base | 5,000,000 | ||||
Debt outstanding | 0 | 20,000,000 | |||
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 | 1,200,000 | 2,100,000 | |||
Capitalized financing costs, current | 800,000 | 800,000 | |||
Capitalized financing costs, noncurrent | $ 400,000 | $ 1,300,000 | |||
Line of credit facility, maximum borrowing capacity | $ 195,000,000 | ||||
Interest rate, stated percentage | 4% | ||||
Nonutilization fee | 0.50% | ||||
Debt instrument, minimum fixed charge coverage ratio | 196% | ||||
Leverage ratio | 182% | ||||
Senior secured leverage ratio | 171% | ||||
Revolving Credit Facility | Line of Credit | Minimum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, minimum fixed charge coverage ratio | 110% | ||||
Revolving Credit Facility | Line of Credit | Maximum | |||||
Debt Instrument [Line Items] | |||||
Leverage ratio | 250% | ||||
Senior secured leverage ratio | 200% | ||||
Revolving Credit Facility | Line of Credit | SOFR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1% | ||||
Revolving Credit Facility | Line of Credit | SOFR | Minimum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 3.25% | ||||
Revolving Credit Facility | Line of Credit | SOFR | Maximum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 4.50% | ||||
Revolving Credit Facility | Line of Credit | Base Rate | Minimum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 3.25% | ||||
Revolving Credit Facility | Line of Credit | Base Rate | Maximum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 4.50% | ||||
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 |
Debt - Schedule of Components o
Debt - Schedule of Components of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Line of Credit Facility [Line Items] | |||
Letters of credit fees and commitment fees | $ 1,640 | $ 1,637 | $ 1,417 |
Amortization of deferred financing costs | 825 | 1,125 | 997 |
Interest expense | 9,334 | 7,204 | 4,926 |
Line of Credit | Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Senior Credit Facility | 6,802 | 4,333 | 2,206 |
Other | |||
Line of Credit Facility [Line Items] | |||
Senior Credit Facility | $ 67 | $ 109 | $ 306 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | $ 1,000 | $ 2,298 |
Total commodity derivative liabilities | (19,195) | (18,847) |
Non-trading commodity derivative assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 971 | 1,221 |
Total commodity derivative liabilities | (19,028) | (17,617) |
Trading commodity derivative assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 29 | 1,077 |
Total commodity derivative liabilities | (167) | (1,230) |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 0 | 72 |
Total commodity derivative liabilities | 0 | 0 |
Level 1 | Non-trading commodity derivative assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 0 | 72 |
Total commodity derivative liabilities | 0 | 0 |
Level 1 | Trading commodity derivative assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 0 | 0 |
Total commodity derivative liabilities | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 1,000 | 2,226 |
Total commodity derivative liabilities | (19,195) | (18,847) |
Level 2 | Non-trading commodity derivative assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 971 | 1,149 |
Total commodity derivative liabilities | (19,028) | (17,617) |
Level 2 | Trading commodity derivative assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 29 | 1,077 |
Total commodity derivative liabilities | (167) | (1,230) |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 0 | 0 |
Total commodity derivative liabilities | 0 | 0 |
Level 3 | Non-trading commodity derivative assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 0 | 0 |
Total commodity derivative liabilities | 0 | 0 |
Level 3 | Trading commodity derivative assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 0 | 0 |
Total commodity derivative liabilities | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value Disclosures [Abstract] | ||
Credit risk valuation adjustment (less than) | $ 0.3 | $ 0.1 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of maximum shares available for issuance (in shares) | 2,750,000 | ||
Stock-based compensation expense | $ 2.3 | $ 3.2 | $ 3.4 |
Income tax expense/(benefit) related to stock-based compensation | $ 0.2 | 0.1 | (0.1) |
Restricted Stock Units, Liability Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares vested (in shares) | 8,890 | ||
Unrecognized compensation expense | $ 0.1 | ||
Weighted average period | 1 year 7 months 6 days | ||
Other current liabilities related to restricted stock | $ 0.1 | 0.2 | |
Restricted Stock Units, Liability Awards | General and Administrative Expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 0.1 | $ 0.1 | $ 0.3 |
Restricted Stock Units, Liability Awards | Class A Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares of common stock distributed to the holder of restricted stock units (in shares) | 8,631 | ||
Number of shares of common stock withheld to cover taxes owed on vested units (in shares) | 259 | ||
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Forfeiture rate of restricted stock units | 10% | ||
Number of shares vested (in shares) | 59,549 | ||
Number of shares of common stock distributed to the holder of restricted stock units (in shares) | 46,466 | 42,268 | 43,828 |
Number of shares of common stock withheld to cover taxes owed on vested units (in shares) | 21,973 | 15,765 | 24,653 |
Unrecognized compensation expense | $ 2.3 | ||
Weighted average period | 1 year 9 months 18 days | ||
Restricted Stock Units | General and Administrative Expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 2.3 | $ 3.1 | $ 3.1 |
Restricted Stock Units | Class A Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares of common stock distributed to the holder of restricted stock units (in shares) | 37,835 | ||
Number of shares of common stock withheld to cover taxes owed on vested units (in shares) | 21,714 | ||
CIC RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Voting power threshold | 50% | ||
Class A ownership threshold | 90% | ||
Threshold out of total outstanding voting securities after sale of stock (in shares) | 10,000,000 | ||
Threshold out of total outstanding voting securities after disposition (in shares) | 10,000,000 | ||
Non-Employee Director | Restricted Stock Units, Liability Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 1 year | ||
Officer, Employee, and Employee of Affiliates | Restricted Stock Units | Service Years, Group One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 1 year | ||
Officer, Employee, and Employee of Affiliates | Restricted Stock Units | Service Years, Group Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 4 years |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Equity Classified Restricted Stock Unit Activity and Unvested Restricted Stock Units (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Restricted Stock Units | |
Number of Shares (in thousands) | |
Unvested at beginning of period (in shares) | shares | 114,000 |
Granted (in shares) | shares | 81,000 |
Dividend reinvestment issuances (in shares) | shares | 4,000 |
Vested (in shares) | shares | (59,549) |
Forfeited (in shares) | shares | (3,000) |
Unvested at end of period (in shares) | shares | 136,000 |
Weighted Average Grant Date Fair Value | |
Unvested at beginning of period (in dollars per share) | $ / shares | $ 44,880 |
Granted (in dollars per share) | $ / shares | 12.44 |
Dividend reinvestment issuances (in dollars per share) | $ / shares | 27.24 |
Vested (in dollars per share) | $ / shares | 12.46 |
Forfeited (in dollars per share) | $ / shares | 42.82 |
Unvested at end of period (in dollars per share) | $ / shares | $ 23,210 |
Restricted Stock Units, Liability Awards | |
Number of Shares (in thousands) | |
Unvested at beginning of period (in shares) | shares | 14,000 |
Granted (in shares) | shares | 6,000 |
Dividend reinvestment issuances (in shares) | shares | 6,000 |
Vested (in shares) | shares | (8,890) |
Forfeited (in shares) | shares | 0 |
Unvested at end of period (in shares) | shares | 17,000 |
Weighted Average Grant Date Fair Value | |
Unvested at beginning of period (in dollars per share) | $ / shares | $ 25,550 |
Granted (in dollars per share) | $ / shares | 9.40 |
Dividend reinvestment issuances (in dollars per share) | $ / shares | 9.40 |
Vested (in dollars per share) | $ / shares | 11.55 |
Forfeited (in dollars per share) | $ / shares | 0 |
Unvested at end of period (in dollars per share) | $ / shares | $ 9,400 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
Federal | $ 4,028 | $ 3,045 | $ 381 |
State | 1,960 | 1,476 | (622) |
Total Current | 5,988 | 4,521 | (241) |
Deferred: | |||
Federal | 4,031 | 1,505 | 4,274 |
State | 1,123 | 457 | 1,233 |
Total Deferred | 5,154 | 1,962 | 5,507 |
Provision for income taxes | $ 11,142 | $ 6,483 | $ 5,266 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate | 30% | 37% | (3582.00%) |
Income tax penalties and interest liability | $ 0 | $ 0 | |
Income tax penalties and interest expense | 0 | 0 | $ 0 |
Unrecognized tax benefits | $ 0 | $ 0 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Benefit Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Expected provision at federal statutory rate | $ 7,822 | $ 3,714 | $ (31) |
Increase (decrease) resulting from: | |||
Non-controlling interest | (2,090) | (963) | 3,475 |
Preferred Stock dividends | 1,596 | 1,198 | 1,264 |
State income taxes, net of federal income tax effect | 2,671 | 1,918 | 1,745 |
Prior year tax adjustments | (131) | 148 | (996) |
Outside Tax basis Adjustment | 1,220 | 225 | (282) |
Penalties | 0 | 238 | (158) |
Stock conversion | 0 | 0 | 1,486 |
Rate differential on loss carryback | 0 | 0 | (1,157) |
Other | 54 | 5 | (80) |
Provision for income taxes | $ 11,142 | $ 6,483 | $ 5,266 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Tax Assets: | ||
Investment in Spark HoldCo | $ 12,241 | $ 16,931 |
Derivative Liabilities | 405 | 333 |
Fixed Assets and Intangibles | 2,047 | 2,919 |
Other | 685 | 552 |
Total deferred tax assets | 15,378 | 20,735 |
Deferred Tax Liabilities: | ||
Other | (96) | (298) |
Total deferred tax liabilities | (96) | (298) |
Total deferred tax assets/liabilities | $ 15,282 | $ 20,437 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Litigation And Regulatory Matters | ||
Loss Contingencies [Line Items] | ||
Contingent liabilities | $ 6.3 | $ 3.7 |
Indirect Tax Audits | ||
Loss Contingencies [Line Items] | ||
Contingent liabilities | $ 0.7 | $ 0.2 |
Transactions with Affiliates -
Transactions with Affiliates - Schedule of Presents Asset and Liability Balances with Affiliates (Details) - USD ($) | 12 Months Ended | |||
Oct. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Assets | ||||
Total Assets - affiliates | $ 158,973,000 | $ 178,927,000 | ||
Liabilities | ||||
Total Liabilities - affiliates | 79,996,000 | 92,168,000 | ||
Net NAO - affiliates | (7,326,000) | (2,322,000) | $ (4,243,000) | |
Amended And Restated Subordinated Promissory Note | Subordinated Debt | Minimum | ||||
Liabilities | ||||
Subordinated debt, advances | $ 1,000,000 | |||
Amended And Restated Subordinated Promissory Note | Subordinated Debt | Prime Rate | ||||
Liabilities | ||||
Basis spread on variable rate (in percent) | 2% | |||
Affiliated Entity | ||||
Assets | ||||
Accounts Receivable - affiliates | 4,683,000 | 6,455,000 | ||
Total Assets - affiliates | 4,683,000 | 6,455,000 | ||
Liabilities | ||||
Subordinated Debt - affiliates | 0 | 20,000,000 | ||
Total Liabilities - affiliates | 472,000 | 20,265,000 | ||
Revenue NAO - affiliates | 3,262,000 | 4,122,000 | 1,566,000 | |
Less: Cost of Revenue NAO - affiliates | 334,000 | 536,000 | 5,000 | |
Net NAO - affiliates | $ 2,928,000 | $ 3,586,000 | $ 1,561,000 |
Transactions with Affiliates _2
Transactions with Affiliates - Narrative (Details) - USD ($) | 12 Months Ended | |||
Oct. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||
Net, (loss) gain on non-trading derivative instruments | $ (71,493,000) | $ 17,821,000 | $ 21,200,000 | |
Net, cash settlements on non-trading derivative instruments | 68,874,000 | 61,933,000 | 44,279,000 | |
Debt outstanding | 97,000,000 | 120,000,000 | ||
Amended And Restated Subordinated Promissory Note | Subordinated Debt | ||||
Related Party Transaction [Line Items] | ||||
Debt issued | $ 25,000,000 | |||
Debt outstanding | 0 | 20,000,000 | ||
Amended And Restated Subordinated Promissory Note | Subordinated Debt | Prime Rate | ||||
Related Party Transaction [Line Items] | ||||
Basis spread on variable rate (in percent) | 2% | |||
Amended And Restated Subordinated Promissory Note | Subordinated Debt | Minimum | ||||
Related Party Transaction [Line Items] | ||||
Subordinated debt, advances | $ 1,000,000 | |||
Amended And Restated Subordinated Promissory Note | Subordinated Debt | Maximum | ||||
Related Party Transaction [Line Items] | ||||
Subordinated debt, advances | $ 25,000,000 | |||
Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Net, (loss) gain on non-trading derivative instruments | 300,000 | 0 | 0 | |
Payments of distributions to affiliates | 3,600,000 | 14,500,000 | 14,800,000 | |
Affiliated Entity | Allocated Overhead Costs | ||||
Related Party Transaction [Line Items] | ||||
Affiliate costs, due from affiliates | 1,500,000 | 2,700,000 | (500,000) | |
Affiliate cost | 1,500,000 | 1,600,000 | 1,300,000 | |
Affiliated Entity | Payment of Income Taxes Incurred by the Company | ||||
Related Party Transaction [Line Items] | ||||
Payments of distributions to affiliates | $ 700,000 | $ 100,000 | $ 2,600,000 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 USD ($) supplier | Dec. 31, 2022 USD ($) supplier | Dec. 31, 2021 USD ($) supplier | |
Segment Reporting [Abstract] | |||
Asset optimization revenue | $ 24.6 | $ 86.7 | $ 57 |
Asset optimization cost of revenues | $ 31.9 | $ 89 | $ 61.2 |
Cost of Revenue | |||
Concentration Risk [Line Items] | |||
Number of significant suppliers | supplier | 2 | 3 | 2 |
Cost of Revenue | Supplier Concentration Risk | Two Largest Suppliers | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 28% | 26% | |
Cost of Revenue | Supplier Concentration Risk | Three Largest Suppliers | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 61% |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Financial Data for Business Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||
Total Revenues | $ 435,192 | $ 460,493 | $ 393,485 | |
Retail cost of revenues | 310,744 | 357,096 | 323,219 | |
Gross Profit | 124,448 | 103,397 | 70,266 | |
Less: | ||||
Net asset optimization expense | (7,326) | (2,322) | (4,243) | |
Net, loss on non-trading derivative instruments | (71,493) | 17,821 | 21,200 | |
Net, cash settlements on non-trading derivative instruments | 66,632 | (35,643) | (15,692) | |
Current period settlements on non-trading derivatives | 66,632 | (35,801) | (15,692) | |
Non-recurring event - winter storm Uri | 0 | 9,565 | (64,403) | |
Retail Gross Margin | 136,650 | 114,815 | 132,534 | |
Total Assets | 303,834 | 330,950 | 353,759 | |
Goodwill | $ 120,343 | 120,343 | 120,343 | $ 120,343 |
Derivative Gain Loss Statement Of Income Or Comprehensive Income Extensible Enumeration Not Disclosed Flag | Net, Gain on non-trading derivative instruments | |||
Non-trading | ||||
Less: | ||||
Net, loss on non-trading derivative instruments | $ (70,304) | 17,305 | 22,130 | |
Net, cash settlements on non-trading derivative instruments | 65,428 | (35,966) | (15,752) | |
Current period settlements on non-trading derivatives | 65,428 | (35,966) | (15,752) | |
Operating Segments | Retail Electricity | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenues | 328,466 | 352,750 | 322,594 | |
Retail cost of revenues | 240,979 | 275,701 | 284,794 | |
Gross Profit | 87,487 | 77,049 | 37,800 | |
Less: | ||||
Net asset optimization expense | 0 | 0 | 0 | |
Non-recurring event - winter storm Uri | 9,565 | (64,403) | ||
Retail Gross Margin | 87,566 | 82,749 | 96,009 | |
Total Assets | 1,613,642 | 1,802,649 | 1,527,456 | |
Goodwill | 117,813 | 117,813 | 117,813 | |
Operating Segments | Retail Electricity | Non-trading | ||||
Less: | ||||
Net, loss on non-trading derivative instruments | (58,554) | 11,351 | 19,070 | |
Current period settlements on non-trading derivatives | 58,475 | (26,616) | (12,876) | |
Operating Segments | Retail Natural Gas | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenues | 110,894 | 110,065 | 75,134 | |
Retail cost of revenues | 68,202 | 81,395 | 38,425 | |
Gross Profit | 42,692 | 28,670 | 36,709 | |
Less: | ||||
Net asset optimization expense | 0 | 0 | 0 | |
Non-recurring event - winter storm Uri | 0 | 0 | ||
Retail Gross Margin | 47,489 | 32,066 | 36,525 | |
Total Assets | 48,303 | 123,490 | 7,320 | |
Goodwill | 2,530 | 2,530 | 2,530 | |
Operating Segments | Retail Natural Gas | Non-trading | ||||
Less: | ||||
Net, loss on non-trading derivative instruments | (11,750) | 5,954 | 3,060 | |
Current period settlements on non-trading derivatives | 6,953 | (9,350) | (2,876) | |
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenues | (4,168) | (2,322) | (4,243) | |
Retail cost of revenues | 1,563 | 0 | 0 | |
Gross Profit | (5,731) | (2,322) | (4,243) | |
Less: | ||||
Net asset optimization expense | (7,326) | (2,322) | (4,243) | |
Non-recurring event - winter storm Uri | 0 | 0 | ||
Retail Gross Margin | 1,595 | 0 | 0 | |
Total Assets | 301,892 | 313,490 | 310,039 | |
Goodwill | 0 | 0 | 0 | |
Corporate and Other | Non-trading | ||||
Less: | ||||
Net, loss on non-trading derivative instruments | 0 | 0 | 0 | |
Current period settlements on non-trading derivatives | 0 | 0 | 0 | |
Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenues | 0 | 0 | 0 | |
Retail cost of revenues | 0 | 0 | 0 | |
Gross Profit | 0 | 0 | 0 | |
Less: | ||||
Net asset optimization expense | 0 | 0 | 0 | |
Non-recurring event - winter storm Uri | 0 | 0 | ||
Retail Gross Margin | 0 | 0 | 0 | |
Total Assets | (1,660,003) | (1,908,679) | (1,491,056) | |
Goodwill | 0 | 0 | 0 | |
Eliminations | Non-trading | ||||
Less: | ||||
Net, loss on non-trading derivative instruments | 0 | 0 | 0 | |
Current period settlements on non-trading derivatives | $ 0 | $ 0 | $ 0 |
Customer Acquisitions (Details)
Customer Acquisitions (Details) | 1 Months Ended | 12 Months Ended | |||||
Aug. 31, 2022 kWh | Jun. 30, 2022 USD ($) | Jan. 31, 2022 USD ($) customer | Jul. 31, 2021 kWh | May 31, 2021 USD ($) kWh | Dec. 31, 2022 USD ($) kWh | Dec. 31, 2023 USD ($) | |
Residential Customer Equivalent | |||||||
Asset Acquisition [Line Items] | |||||||
Residential customer equivalent (in kwh) | kWh | 18,700 | 50,000 | 56,900 | 45,000 | |||
Payments to acquire assets | $ 11,500,000 | $ 7,500,000 | |||||
Reduction in residential customer equivalents | 2,300,000 | ||||||
Asset acquisition, escrow deposit | 1,700,000 | $ 0 | |||||
Period of contingency | 5 years | 5 years | |||||
Customer Contract | |||||||
Asset Acquisition [Line Items] | |||||||
Payments to acquire assets | 9,200,000 | ||||||
Related holdbacks | $ 1,700,000 | ||||||
Broker Contracts | |||||||
Asset Acquisition [Line Items] | |||||||
Number of customers | customer | 1,000 | ||||||
Asset acquisition, broker contract cash price | $ 400,000 | ||||||
Rights to Broker Contracts | |||||||
Asset Acquisition [Line Items] | |||||||
Payments to acquire assets | $ 300,000 | ||||||
Number of customers | customer | 900 | ||||||
Asset acquisition, consideration | $ 600,000 | ||||||
Asset acquisition, consideration, deposit | $ 300,000 |