Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 30, 2024 | |
Class of Stock [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
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 | |
Title of 12(b) Security | 8.75% Series A Fixed-to-Floating RateCumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share | |
Trading Symbol | VIASP | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001606268 | |
Current Fiscal Year End Date | --12-31 | |
Common Class A | ||
Class of Stock [Line Items] | ||
Entity Common Stock, Shares Outstanding | 3,323,329 | |
Common Class B | ||
Class of Stock [Line Items] | ||
Entity Common Stock, Shares Outstanding | 4,000,000 | |
Series A Preferred Stock | ||
Class of Stock [Line Items] | ||
Entity Common Stock, Shares Outstanding | 3,567,543 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 53,557 | $ 42,595 |
Restricted cash | 2,332 | 0 |
Inventory | 2,016 | 3,124 |
Fair value of derivative assets, net | 4,279 | 909 |
Customer acquisition costs, net | 6,143 | 5,154 |
Customer relationships, net | 571 | 342 |
Deposits | 7,706 | 6,897 |
Renewable energy credit asset | 17,856 | 25,456 |
Other current assets | 8,071 | 6,567 |
Total current assets | 156,411 | 158,973 |
Property and equipment, net | 4,906 | 4,710 |
Fair value of derivative assets, net | 503 | 91 |
Customer acquisition costs, net | 2,438 | 1,835 |
Customer relationships, net | 130 | 139 |
Deferred tax assets | 11,078 | 15,282 |
Goodwill | 120,343 | 120,343 |
Other assets | 3,861 | 2,461 |
Total assets | 299,670 | 303,834 |
Current liabilities: | ||
Accrued liabilities | 13,558 | 15,094 |
Renewable energy credit liability | 13,341 | 15,706 |
Fair value of derivative liabilities, net | 3,105 | 19,141 |
Other current liabilities | 60 | 59 |
Total current liabilities | 52,936 | 79,996 |
Long-term liabilities: | ||
Fair value of derivative liabilities, net | 47 | 54 |
Long-term portion of Senior Credit Facility | 93,000 | 97,000 |
Total liabilities | 145,983 | 177,050 |
Commitments and contingencies (Note 12) | ||
Series A Preferred Stock, par value $0.01 per share, 20,000,000 shares authorized, 3,567,543 shares issued and outstanding at June 30, 2024 and December 31, 2023 | 88,050 | 88,065 |
Stockholders’ equity: | ||
Additional paid-in capital | 38,488 | 40,002 |
Accumulated other comprehensive loss | (40) | (40) |
Retained earnings | 19,740 | 8,972 |
Treasury stock, at cost, 0 and 28,918 shares at June 30, 2024 and December 31, 2023 | 0 | (2,406) |
Total stockholders’ equity | 58,261 | 46,600 |
Non-controlling interest in Spark HoldCo, LLC | 7,376 | (7,881) |
Total equity | 65,637 | 38,719 |
Total liabilities, Series A Preferred Stock and Stockholders’ equity | 299,670 | 303,834 |
Nonrelated Party | ||
Current assets: | ||
Accounts receivable | 49,085 | 63,246 |
Current liabilities: | ||
Accounts payable | 22,603 | 29,524 |
Related Party | ||
Current assets: | ||
Accounts receivable | 4,795 | 4,683 |
Current liabilities: | ||
Accounts payable | 269 | 472 |
Common Class A | ||
Stockholders’ equity: | ||
Common stock | 33 | 32 |
Common Class B | ||
Stockholders’ equity: | ||
Common stock | $ 40 | $ 40 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Preferred stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, shares issued (in shares) | 3,567,543 | 3,567,543 |
Preferred stock, shares outstanding (in shares) | 3,567,543 | 3,567,543 |
Treasury stock, at cost (in shares) | 0 | 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) | 3,323,329 | 3,261,620 |
Common stock, shares outstanding (in shares) | 3,323,329 | 3,232,701 |
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 credit losses | $ 3,684 | $ 4,496 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenues: | ||||
Net asset optimization expense | $ (531) | $ (1,359) | $ (2,128) | $ (4,632) |
Total Revenues | 86,696 | 91,399 | 200,752 | 223,251 |
Operating Expenses: | ||||
Retail cost of revenues | 42,997 | 45,926 | 111,959 | 163,367 |
General and administrative | 20,862 | 16,713 | 38,195 | 33,938 |
Depreciation and amortization | 2,210 | 1,994 | 4,250 | 5,330 |
Total Operating Expenses | 66,069 | 64,633 | 154,404 | 202,635 |
Operating income | 20,627 | 26,766 | 46,348 | 20,616 |
Other (expense): | ||||
Interest expense | (1,743) | (2,447) | (3,672) | (5,144) |
Interest and other income | 19 | 7 | 43 | 87 |
Total other expenses | (1,724) | (2,440) | (3,629) | (5,057) |
Income before income tax expense | 18,903 | 24,326 | 42,719 | 15,559 |
Income tax expense | 3,208 | 5,240 | 7,960 | 3,244 |
Net income | 15,695 | 19,086 | 34,759 | 12,315 |
Less: Net income attributable to non-controlling interests | 8,071 | 11,105 | 18,568 | 4,521 |
Net income attributable to Via Renewables, Inc. stockholders | 7,624 | 7,981 | 16,191 | 7,794 |
Less: Dividend on Series A Preferred Stock | 2,713 | 2,640 | 5,423 | 5,184 |
Net income attributable to stockholders of Class A common stock, basic | 4,911 | 5,341 | 10,768 | 2,610 |
Net income attributable to stockholders of Class A common stock, diluted | $ 4,911 | $ 5,341 | $ 10,768 | $ 2,610 |
Net income attributable to Via Renewables, Inc. per share of Class A common stock | ||||
Basic (in dollars per share) | $ 1.51 | $ 1.67 | $ 3.32 | $ 0.82 |
Diluted (in dollars per share) | $ 1.51 | $ 1.67 | $ 3.32 | $ 0.82 |
Weighted average shares of Class A common stock outstanding | ||||
Basic (in shares) | 3,261 | 3,205 | 3,247 | 3,189 |
Diluted (in shares) | 3,261 | 3,205 | 3,247 | 3,189 |
Retail revenues | ||||
Revenues: | ||||
Retail revenues | $ 86,960 | $ 92,621 | $ 201,348 | $ 227,746 |
Other revenue | ||||
Revenues: | ||||
Retail revenues | $ 267 | $ 137 | $ 1,532 | $ 137 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Total Stockholders' Equity | Treasury Stock | Accumulated Other Comprehensive Loss | Additional Paid-in Capital | Retained Earnings | Non-controlling Interest | Common Class A | Common Class A Common Stock | Common Class B | Common Class B Common Stock |
Balance at beginning of period (in shares) at Dec. 31, 2022 | 3,201,000 | 4,000,000 | |||||||||
Balance at beginning of period (in shares) at Dec. 31, 2022 | (29,000) | ||||||||||
Balance at beginning of period at Dec. 31, 2022 | $ 28,336 | $ 42,570 | $ (2,406) | $ (40) | $ 42,871 | $ 2,073 | $ (14,234) | $ 32 | $ 40 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock based compensation | 1,294 | 1,294 | 1,294 | ||||||||
Restricted stock unit vesting (in shares) | 45,000 | ||||||||||
Restricted stock unit vesting | (186) | (186) | (186) | ||||||||
Consolidated net income | 12,315 | 7,794 | 7,794 | 4,521 | |||||||
Stock issued - reverse stock split (in shares) | 14,000 | ||||||||||
Distributions paid to non-controlling unit holders | (4,233) | (4,233) | |||||||||
Dividends paid | (2,874) | (2,874) | (2,874) | ||||||||
Dividends paid to Preferred Stockholders | (5,184) | (5,184) | (2,544) | (2,640) | |||||||
Changes in ownership interest | 0 | (2) | (2) | 2 | |||||||
Balance at end of period (in shares) at Jun. 30, 2023 | 3,260,000 | 4,000,000 | |||||||||
Balance at end of period (in shares) at Jun. 30, 2023 | (29,000) | ||||||||||
Balance at end of period at Jun. 30, 2023 | 29,468 | 43,412 | $ (2,406) | (40) | 38,559 | 7,227 | (13,944) | $ 32 | $ 40 | ||
Balance at beginning of period (in shares) at Mar. 31, 2023 | 3,215,000 | 4,000,000 | |||||||||
Balance at beginning of period (in shares) at Mar. 31, 2023 | (29,000) | ||||||||||
Balance at beginning of period at Mar. 31, 2023 | 13,203 | 37,756 | $ (2,406) | (40) | 38,244 | 1,886 | (24,553) | $ 32 | $ 40 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock based compensation | 613 | 613 | 613 | ||||||||
Restricted stock unit vesting (in shares) | 45,000 | ||||||||||
Restricted stock unit vesting | (186) | (186) | (186) | ||||||||
Consolidated net income | 19,086 | 7,981 | 7,981 | 11,105 | |||||||
Distributions paid to non-controlling unit holders | (608) | (608) | |||||||||
Dividends paid to Preferred Stockholders | (2,640) | (2,640) | (2,640) | ||||||||
Changes in ownership interest | 0 | (112) | (112) | 112 | |||||||
Balance at end of period (in shares) at Jun. 30, 2023 | 3,260,000 | 4,000,000 | |||||||||
Balance at end of period (in shares) at Jun. 30, 2023 | (29,000) | ||||||||||
Balance at end of period at Jun. 30, 2023 | $ 29,468 | 43,412 | $ (2,406) | (40) | 38,559 | 7,227 | (13,944) | $ 32 | $ 40 | ||
Balance at beginning of period (in shares) at Dec. 31, 2023 | 3,261,620 | 3,262,000 | 4,000,000 | 4,000,000 | |||||||
Balance at beginning of period (in shares) at Dec. 31, 2023 | (28,918) | (29,000) | |||||||||
Balance at beginning of period at Dec. 31, 2023 | $ 38,719 | 46,600 | $ (2,406) | (40) | 40,002 | 8,972 | (7,881) | $ 32 | $ 40 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock based compensation | 1,720 | 1,720 | 1,720 | ||||||||
Restricted stock unit vesting (in shares) | 62,000 | ||||||||||
Restricted stock unit vesting | (286) | (286) | (287) | $ 1 | |||||||
Consolidated net income | 34,759 | 16,191 | 16,191 | 18,568 | |||||||
Contribution for cash settlement / merger | 643 | 643 | |||||||||
Distributions paid to non-controlling unit holders | (4,495) | (4,495) | |||||||||
Dividends paid to Preferred Stockholders | (5,423) | (5,423) | (5,423) | ||||||||
Treasury Shares (in shares) | 29,000 | ||||||||||
Treasury Shares | 0 | $ 2,406 | (2,406) | ||||||||
Changes in ownership interest | $ 0 | (541) | (541) | 541 | |||||||
Balance at end of period (in shares) at Jun. 30, 2024 | 3,323,329 | 3,324,000 | 4,000,000 | 4,000,000 | |||||||
Balance at end of period (in shares) at Jun. 30, 2024 | 0 | 0 | |||||||||
Balance at end of period at Jun. 30, 2024 | $ 65,637 | 58,261 | $ 0 | (40) | 38,488 | 19,740 | 7,376 | $ 33 | $ 40 | ||
Balance at beginning of period (in shares) at Mar. 31, 2024 | 3,262,000 | 4,000,000 | |||||||||
Balance at beginning of period (in shares) at Mar. 31, 2024 | (29,000) | ||||||||||
Balance at beginning of period at Mar. 31, 2024 | 55,466 | 53,181 | $ (2,406) | (40) | 40,726 | 14,829 | 2,285 | $ 32 | $ 40 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Stock based compensation | 1,234 | 1,234 | 1,234 | ||||||||
Restricted stock unit vesting (in shares) | 62,000 | ||||||||||
Restricted stock unit vesting | (286) | (286) | (287) | $ 1 | |||||||
Consolidated net income | 15,695 | 7,624 | 7,624 | 8,071 | |||||||
Contribution for cash settlement / merger | 643 | 643 | |||||||||
Distributions paid to non-controlling unit holders | (4,402) | (4,402) | |||||||||
Dividends paid to Preferred Stockholders | (2,713) | (2,713) | (2,713) | ||||||||
Treasury Shares (in shares) | 29,000 | ||||||||||
Treasury Shares | 0 | $ 2,406 | (2,406) | ||||||||
Changes in ownership interest | $ 0 | (779) | (779) | 779 | |||||||
Balance at end of period (in shares) at Jun. 30, 2024 | 3,323,329 | 3,324,000 | 4,000,000 | 4,000,000 | |||||||
Balance at end of period (in shares) at Jun. 30, 2024 | 0 | 0 | |||||||||
Balance at end of period at Jun. 30, 2024 | $ 65,637 | $ 58,261 | $ 0 | $ (40) | $ 38,488 | $ 19,740 | $ 7,376 | $ 33 | $ 40 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Parenthetical) | 6 Months Ended |
Jun. 30, 2023 $ / shares | |
Common Class A | |
Dividends paid (in dollars per share) | $ 0.90625 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net income | $ 34,759,000 | $ 12,315,000 |
Adjustments to reconcile net income to net cash flows provided by operating activities: | ||
Depreciation and amortization expense | 4,250,000 | 5,330,000 |
Deferred income taxes | 4,204,000 | 1,374,000 |
Stock based compensation | 2,442,000 | 1,284,000 |
Amortization of deferred financing costs | 518,000 | 413,000 |
Bad debt expense | 1,321,000 | 1,888,000 |
Loss on derivatives, net | 1,025,000 | 43,437,000 |
Current period cash settlements on derivatives, net | (23,192,000) | (36,667,000) |
Other | 123,000 | 71,000 |
Changes in assets and liabilities: | ||
Decrease in accounts receivable | 12,840,000 | 31,698,000 |
(Increase) decrease in accounts receivable—affiliates | (113,000) | 1,228,000 |
Decrease in inventory | 1,108,000 | 2,482,000 |
Increase in customer acquisition costs | (5,026,000) | (3,263,000) |
Decrease in prepaid and other current assets | 7,110,000 | 4,937,000 |
Increase in customer acquisition costs | (783,000) | 0 |
(Increase) decrease in other assets | (1,599,000) | 421,000 |
Decrease in accounts payable and accrued liabilities | (10,456,000) | (32,543,000) |
(Decrease) increase in accounts payable—affiliates | (204,000) | 567,000 |
Decrease in other current liabilities | 0 | (257,000) |
Decrease in other non-current liabilities | 0 | (19,000) |
Net cash provided by operating activities | 28,327,000 | 34,696,000 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (730,000) | (775,000) |
Net cash used in investing activities | (730,000) | (775,000) |
Cash flows from financing activities: | ||
Borrowings on notes payable | 253,000,000 | 153,000,000 |
Payments on notes payable | (257,000,000) | (148,000,000) |
Net paydown on subordinated debt facility | 0 | (15,000,000) |
Restricted stock vesting | (1,013,000) | (186,000) |
Contribution for cash settlement of merger | 643,000 | 0 |
Payment of dividends to Class A common stockholders | 0 | (2,874,000) |
Payment of distributions to non-controlling unitholders | (4,495,000) | (4,233,000) |
Payment of Preferred Stock dividends | (5,438,000) | (4,920,000) |
Net cash used in financing activities | (14,303,000) | (22,213,000) |
Increase in Cash, cash equivalents and Restricted cash | 13,294,000 | 11,708,000 |
Cash, cash equivalents and Restricted cash—beginning of period | 42,595,000 | 35,351,000 |
Cash, cash equivalents and Restricted cash—end of period | 55,889,000 | 47,059,000 |
Non-cash items: | ||
Property and equipment purchase accrual | 31,000 | (4,000) |
Cash paid during the period for: | ||
Interest | 3,919,000 | 4,641,000 |
Taxes | $ 7,329,000 | $ 2,218,000 |
Formation and Organization
Formation and Organization | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Formation and Organization | 1. Formation and Organization Organization |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) as it applies to interim financial statements. This information should be read along with our consolidated financial statements and notes contained in our annual report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”). Our unaudited condensed consolidated financial statements are presented on a consolidated basis and include all wholly-owned and controlled subsidiaries. We account for investments over which we have significant influence but not a controlling financial interest using the equity method of accounting. All significant intercompany transactions and balances have been eliminated in the unaudited condensed consolidated financial statements. In the opinion of the Company's management, the accompanying condensed consolidated financial statements reflect all adjustments that are necessary to fairly present the financial position, the results of operations, the changes in equity and the cash flows of the Company for the respective periods. Such adjustments are of a normal recurring nature, unless otherwise disclosed. Use of Estimates and Assumptions The preparation of our condensed consolidated financial statements requires estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim financial statements and the reported amounts of revenues and expenses during the period. Actual results could materially differ from those estimates. Relationship with our Founder, Sole Common Stock Shareholder, and Chief Executive Officer W. Keith Maxwell, III is the Chief Executive Officer, a director, and the owner of all of the voting power of our common stock through his ownership of Retailco, LLC (“Retailco”). Retailco is a wholly owned subsidiary of TxEx Energy Investments, LLC (“TxEx”), which is wholly owned by Mr. Maxwell. 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 condensed 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 condensed 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 condensed 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 13 “Transactions with Affiliates.” On June 13, 2024, we consummated the previously announced merger contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 29, 2023, by and among the Company, Retailco, and NuRetailco LLC, a Delaware limited liability company and wholly-owned subsidiary of Retailco (“Merger Sub”), pursuant to which Merger Sub was merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger, following which Mr. Maxwell and his affiliates became the owners of all of the issued and outstanding shares of Class A common stock and Class B common stock. As a result, each share of Class A common stock was converted into the right to receive $11.00 per share at the closing of the Merger (other than certain dissenting shares). As a result of the Merger, all of the Company’s outstanding restricted stock units were converted into $11.00 per share (other than those owned by Mr. Maxwell, which were cancelled for no consideration). Effective as of the end of trading on June 13, 2024, the Class A common stock ceased to trade on NASDAQ. 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 will 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 condensed consolidated financial statements. |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2024 | |
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 Three Months Ended June 30, 2024 Three Months Ended June 30, 2023 Retail Electricity (c) Retail Natural Gas Total Reportable Segments Retail Electricity (c) Retail Natural Gas Total Reportable Segments Primary markets (a) New England $ 21,271 $ 1,572 $ 22,843 $ 26,262 $ 1,154 $ 27,416 Mid-Atlantic 27,514 5,912 33,426 24,181 5,929 30,110 Midwest 6,518 2,107 8,625 6,819 2,515 9,334 Southwest 15,845 6,221 22,066 17,503 8,258 25,761 $ 71,148 $ 15,812 $ 86,960 $ 74,765 $ 17,856 $ 92,621 Customer type Commercial $ 9,989 $ 11,304 $ 21,293 $ 9,353 $ 11,765 $ 21,118 Residential 56,956 8,703 65,659 63,420 12,472 75,892 Unbilled revenue (b) 4,203 (4,195) 8 1,992 (6,381) (4,389) $ 71,148 $ 15,812 $ 86,960 $ 74,765 $ 17,856 $ 92,621 Customer credit risk POR $ 44,080 $ 7,177 $ 51,257 $ 42,080 $ 7,300 $ 49,380 Non-POR 27,068 8,635 35,703 32,685 10,556 43,241 $ 71,148 $ 15,812 $ 86,960 $ 74,765 $ 17,856 $ 92,621 Reportable Segments Six Months Ended June 30, 2024 Six Months Ended June 30, 2023 Retail Electricity (c) Retail Natural Gas Total Reportable Segments Retail Electricity (c) Retail Natural Gas Total Reportable Segments Primary markets (a) New England $ 48,610 $ 6,197 $ 54,807 $ 59,149 $ 5,067 $ 64,216 Mid-Atlantic 58,213 21,167 79,380 51,690 25,275 76,965 Midwest 13,827 9,478 23,305 14,958 12,320 27,278 Southwest 27,827 16,029 43,856 31,795 27,492 59,287 $ 148,477 $ 52,871 $ 201,348 $ 157,592 $ 70,154 $ 227,746 Customer type Commercial $ 21,354 $ 32,018 $ 53,372 $ 19,646 $ 40,444 $ 60,090 Residential 127,904 27,344 155,248 140,657 43,747 184,404 Unbilled revenue (b) (781) (6,491) (7,272) (2,711) (14,037) (16,748) $ 148,477 $ 52,871 $ 201,348 $ 157,592 $ 70,154 $ 227,746 Customer credit risk POR $ 94,369 $ 26,646 $ 121,015 $ 91,223 $ 32,354 $ 123,577 Non-POR 54,108 26,225 80,333 66,369 37,800 104,169 $ 148,477 $ 52,871 $ 201,348 $ 157,592 $ 70,154 $ 227,746 Reportable Segments (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, 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 Condensed Consolidated Financial Information A reconciliation of the reportable segment operating revenues to consolidated revenues is as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Total Reportable Segments Revenue $ 86,960 $ 92,621 $ 201,348 $ 227,746 Net asset optimization expense (531) (1,359) (2,128) (4,632) Other Revenue 267 137 1,532 137 Total Revenues $ 86,696 $ 91,399 $ 200,752 $ 223,251 We record gross receipts taxes on a gross basis in retail revenues and retail cost of revenues. During the three months ended June 30, 2024 and 2023, our retail revenues included gross receipts taxes of $0.2 million and $0.2 million, respectively, and our retail cost of revenues included gross receipts taxes of $1.3 million and $1.3 million, respectively. During the six months ended June 30, 2024 and 2023, our retail revenues included gross receipt taxes of $0.6 million and $0.5 million, respectively, and our retail cost of revenues included gross receipts taxes of $2.7 million and $2.6 million, respectively. Accounts receivables and Allowance for Credit Losses The Company conducts business in many utility service markets where the local regulated utility purchases our receivables, and then becomes responsible for billing the customer and collecting payment from the customer (“POR programs”). These POR programs result in substantially all of the Company’s credit risk being linked to the applicable utility, which generally has an investment-grade rating, and not to the end-use customer. The Company monitors the financial condition of each utility and currently believes its receivables are collectible. In markets that do not offer POR programs or when the Company chooses to directly bill its customers, certain receivables are billed and collected by the Company. The Company bears the credit risk on these accounts and records an appropriate allowance for doubtful accounts to reflect any losses due to non-payment by customers. The Company’s customers are individually insignificant and geographically dispersed in these markets. The Company writes off customer balances when it believes that amounts are no longer collectible and when it has exhausted all means to collect these receivables. For trade accounts receivables, the Company accrues an allowance for 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 macro-economic factors. Expected credit loss exposure is evaluated for each of our accounts receivables pools. Expected credits losses are established using a model that considers historical collections experience, current information, and reasonable and supportable forecasts. The Company writes off accounts receivable balances against the allowance for credit losses when the accounts receivable is deemed to be uncollectible. A rollforward of our allowance for credit losses for the six months ended June 30, 2024 are presented in the table below (in thousands): Balance at December 31, 2023 $ (4,496) Current period credit loss provision (1,321) Write-offs 2,191 Recovery of previous write-offs (58) Balance at June 30, 2024 $ (3,684) |
Equity
Equity | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 and December 31, 2023, respectively. The Company Affiliated Owners June 30, 2024 45.38 % 54.62 % December 31, 2023 44.92 % 55.08 % The following table summarizes the portion of net income and income tax expense attributable to non-controlling interest (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net income before taxes allocated to non-controlling interest $ 8,860 $ 11,957 $ 20,220 $ 5,623 Less: Income tax expense allocated to non-controlling interest 789 852 1,652 1,102 Net income attributable to non-controlling interests $ 8,071 $ 11,105 $ 18,568 $ 4,521 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. As a result of the Merger, on June 13, 2024, Mr. Maxwell and his affiliates became the owners of all of the issued and outstanding shares of Class A common stock and Class B common stock. Effective as of the end of trading on June 13, 2024, the Class A common stock ceased to trade on NASDAQ. 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 three and six months ended June 30, 2023, we paid zero and $2.9 million in dividends to the holders of the Company's Class A common stock. This dividend represented a quarterly rate of $0.90625 per share on each share of Class A common stock. 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 three and six months ended June 30, 2024, 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. 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 three and six months ended June 30, 2023, Spark HoldCo made corresponding distributions of zero and $3.6 million to our non-controlling interest holders, 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. The following table presents the computation of basic and diluted income per share for the three and six months ended June 30, 2024 and 2023 (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net income attributable to Via Renewables, Inc. stockholders $ 7,624 $ 7,981 $ 16,191 $ 7,794 Less: Dividend on Series A Preferred Stock 2,713 2,640 5,423 5,184 Net income attributable to stockholders of Class A common stock $ 4,911 $ 5,341 $ 10,768 $ 2,610 Basic weighted average Class A common shares outstanding 3,261 3,205 3,247 3,189 Basic income per share attributable to stockholders $ 1.51 $ 1.67 $ 3.32 $ 0.82 Net income attributable to stockholders of Class A common stock $ 4,911 $ 5,341 $ 10,768 $ 2,610 Effect of conversion of Class B common stock to shares of Class A common stock — — — — Diluted net income attributable to stockholders of Class A common stock $ 4,911 $ 5,341 $ 10,768 $ 2,610 Basic weighted average Class A common shares outstanding 3,261 3,205 3,247 3,189 Effect of dilutive Class B common stock — — — — Diluted weighted average shares outstanding 3,261 3,205 3,247 3,189 Diluted income per share attributable to stockholders $ 1.51 $ 1.67 $ 3.32 $ 0.82 The computation of diluted earnings per share for the three and six months ended June 30, 2024 and 2023, respectively, excludes 4.0 million shares of Class B common stock because the effect of their conversion was antidilutive. The Company’s outstanding shares of Series A Preferred Stock were not included in the calculation of diluted earnings per share because they contain only contingent redemption provisions that have not occurred. Variable Interest Entity Spark HoldCo is a variable interest entity due to its lack of rights to participate in significant financial and operating decisions and its inability to dissolve or otherwise remove its management. Spark HoldCo owns all of the outstanding membership interests in each of our operating subsidiaries. We are the sole managing member of Spark HoldCo, manage Spark HoldCo’s operating subsidiaries through this managing membership interest, and are considered the primary beneficiary of Spark HoldCo. The assets of Spark HoldCo cannot be used to settle our obligations except through distributions to us, and the liabilities of Spark HoldCo cannot be settled by us except through contributions to Spark HoldCo. The following table includes the carrying amounts and classification of the assets and liabilities of Spark HoldCo that are included in our condensed consolidated balance sheet as of June 30, 2024 and December 31, 2023 (in thousands): June 30, 2024 December 31, 2023 Assets Current assets: Cash and cash equivalents $ 53,308 $ 42,062 Accounts receivable 48,942 62,548 Other current assets 50,045 50,650 Total current assets 152,295 155,260 Non-current assets: Goodwill 120,343 120,343 Other assets 13,374 11,351 Total non-current assets 133,717 131,694 Total Assets $ 286,012 $ 286,954 Liabilities Current liabilities: Accounts payable and accrued liabilities $ 35,597 $ 44,201 Other current liabilities 55,865 71,994 Total current liabilities 91,462 116,195 Long-term liabilities: Long-term portion of Senior Credit Facility 93,000 97,000 Subordinated debt — affiliate — — Other long-term liabilities 47 54 Total long-term liabilities 93,047 97,054 Total Liabilities $ 184,509 $ 213,249 |
Preferred Stock
Preferred Stock | 6 Months Ended |
Jun. 30, 2024 | |
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. As a result of the Merger, holders of the Company’s Series A Preferred Stock were provided an optional limited change of control conversion right (the “Conversion Right”), available at the option of the holder, for $8.07 per share in cash. On June 27, 2024, the Company provided notice to the holders of the Series A Preferred Stock of the Conversion Right. Holders of the Series A Preferred Stock were entitled to exercise the Conversion Right through July 26, 2024. During the three and six months ended June 30, 2024, we paid $2.7 million and $5.4 million in dividends to holders of the Series A Preferred Stock. As of June 30, 2024, we had accrued $2.7 million related to dividends to holders of the Series A Preferred Stock. This dividend was paid on July 15, 2024. A summary of our preferred equity balance for the six months ended June 30, 2024 is as follows: (In thousands) Balance at December 31, 2023 $ 88,065 Accumulated dividends on Series A Preferred Stock (15) Balance at June 30, 2024 $ 88,050 |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Jun. 30, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 6. Derivative Instruments We are exposed to the impact of market fluctuations in the price of electricity and natural gas, basis differences in the price of natural gas, storage charges, renewable energy credits (“RECs”), and capacity charges from independent system operators. We use derivative instruments in an effort to manage our cash flow exposure to these risks. These instruments are not designated as hedges for accounting purposes, and accordingly, changes in the market value of these derivative instruments are recorded in the cost of revenues. As part of our strategy to optimize pricing in our natural gas related activities, we also manage a portfolio of commodity derivative instruments held for trading purposes. Our commodity trading activities are subject to limits within our Risk Management Policy. For these derivative instruments, changes in the fair value are recognized currently in earnings in net asset optimization revenues. Derivative assets and liabilities are presented net in our condensed consolidated balance sheets when the derivative instruments are executed with the same counterparty under a master netting arrangement. Our derivative contracts include transactions that are executed both on an exchange and centrally cleared, as well as over-the-counter, bilateral contracts that are transacted directly with third parties. To the extent we have paid or received collateral related to the derivative assets or liabilities, such amounts would be presented net against the related derivative asset or liability’s fair value. As of June 30, 2024 and December 31, 2023, we offset $2.0 million and $5.2 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 June 30, 2024 December 31, 2023 Natural Gas MMBtu 4,823 6,254 Electricity MWh 1,035 1,029 Trading Commodity Notional June 30, 2024 December 31, 2023 Natural Gas MMBtu 443 1,016 Gains (Losses) on Derivative Instruments Gains (losses) on derivative instruments, net and current period settlements on derivative instruments were as follows for the periods indicated (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Gain (loss) on non-trading derivatives, net $ 3,160 $ (40) $ (1,136) $ (42,809) Gain (loss) on trading derivatives, net 20 (627) 111 (628) Gain (loss) on derivatives, net $ 3,180 $ (667) $ (1,025) $ (43,437) Current period settlements on non-trading derivatives 7,683 16,146 22,925 36,269 Current period settlements on trading derivatives 84 384 267 398 Total current period settlements on derivatives $ 7,767 $ 16,530 $ 23,192 $ 36,667 Gains (losses) on trading derivative instruments are recorded in net asset optimization revenues and gains (losses) on non-trading derivative instruments are recorded in retail cost of revenues on the condensed consolidated statements of operations. Fair Value of Derivative Instruments The following tables summarize the fair value and offsetting amounts of our derivative instruments by counterparty and collateral received or paid (in thousands): June 30, 2024 Description Gross Assets Gross Net Assets Cash Net Amount Non-trading commodity derivatives $ 7,125 $ (3,291) $ 3,834 $ — $ 3,834 Trading commodity derivatives 684 (239) 445 — 445 Total Current Derivative Assets 7,809 (3,530) 4,279 — 4,279 Non-trading commodity derivatives 852 (349) 503 — 503 Total Non-current Derivative Assets 852 (349) 503 — 503 Total Derivative Assets $ 8,661 $ (3,879) $ 4,782 $ — $ 4,782 Description Gross Gross Net Cash Net Amount Non-trading commodity derivatives $ (7,893) $ 3,150 $ (4,743) $ 1,881 $ (2,862) Trading commodity derivatives (426) 183 (243) — (243) Total Current Derivative Liabilities (8,319) 3,333 (4,986) 1,881 (3,105) Non-trading commodity derivatives (453) 275 (178) 131 (47) Trading commodity derivatives — — — — — Total Non-current Derivative Liabilities (453) 275 (178) 131 (47) Total Derivative Liabilities $ (8,772) $ 3,608 $ (5,164) $ 2,012 $ (3,152) 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) |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 7. Property and Equipment Property and equipment consist of the following (in thousands): Estimated useful June 30, 2024 December 31, 2023 Information technology 2 – 5 $ 7,324 $ 6,983 Total 7,324 6,983 Accumulated depreciation (2,418) (2,273) Property and equipment—net $ 4,906 $ 4,710 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 June 30, 2024 and December 31, 2023, information technology includes $1.6 million and $1.5 million, respectively, of costs associated with assets not yet placed into service. Depreciation expense recorded in the condensed consolidated statements of operations was $0.3 million and $0.3 million for the three months ended June 30, 2024 and 2023, respectively, and $0.6 million and $0.7 million for the six months ended June 30, 2024 and 2023, respectively. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 8. Intangible Assets Goodwill, customer relationships and trademarks consist of the following amounts (in thousands): June 30, 2024 December 31, 2023 Goodwill $ 120,343 $ 120,343 Customer relationships — Acquired $ — $ — Customer relationships—Other Cost $ 1,360 $ 968 Accumulated amortization (659) (487) Customer relationships — Other, net $ 701 $ 481 Cost $ 4,040 $ 4,040 Accumulated amortization (1,818) (1,616) Trademarks, net $ 2,222 $ 2,424 Changes in goodwill, customer relationships (including non-compete agreements) and trademarks consisted of the following (in thousands): Goodwill Customer Relationships — Other Trademarks Balance at December 31, 2023 $ 120,343 $ 481 $ 2,424 Additions — 391 — Amortization — (171) (202) Balance at June 30, 2024 $ 120,343 $ 701 $ 2,222 Estimated future amortization expense for customer relationships and trademarks at June 30, 2024 is as follows (in thousands): Year ending December 31, 2024 (remaining six months) $ 504 2025 803 2026 404 2027 404 2028 404 > 5 years 404 Total $ 2,923 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt | 9. Debt Debt consists of the following amounts as of June 30, 2024 and December 31, 2023 (in thousands): June 30, 2024 December 31, 2023 Long-term debt: Senior Credit Facility (1) (2) $ 93,000 $ 97,000 Subordinated Debt — — Total long-term debt 93,000 97,000 Total debt $ 93,000 $ 97,000 (1) As of June 30, 2024 and December 31, 2023, the weighted average interest rate on the Senior Credit Facility was 8.59% and 8.60%, respectively. (2) As of June 30, 2024 and December 31, 2023, we had $23.8 million and $24.3 million in letters of credit issued, respectively. Capitalized financing costs associated with our Senior Credit Facility were $2.0 million and $1.2 million as of June 30, 2024 and December 31, 2023, respectively. Of these amounts, $0.7 million and $0.8 million are recorded in other current assets, and $1.3 million and $0.4 million are recorded in other non-current assets in the condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023, respectively. Interest expense consists of the following components for the periods indicated (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Senior Credit Facility $ 1,094 $ 1,734 $ 2,429 $ 3,801 Letters of credit fees and commitment fees 337 461 721 864 Amortization of deferred financing costs 312 207 518 413 Other — 45 4 66 Interest Expense $ 1,743 $ 2,447 $ 3,672 $ 5,144 Senior Credit Facility The Company and Spark Holdco (“Spark Holdco”, and together with certain subsidiaries of the Company and Spark Holdco, the “Co-Borrowers”) maintain a senior secured borrowing base credit facility with Woodforest National Bank, as administrative agent (the “Agent”), swing bank, swap bank, issuing bank, joint-lead arranger, sole bookrunner and syndication agent, and the other financial institutions party thereto as lenders. As further described below, on June 28, 2024, the Company entered into the First Amendment (the "First Amendment") to its senior credit facility (as amended by the First Amendment, the “Senior Credit Facility”). The Senior Credit Facility matures on June 30, 2027 and has a borrowing capacity of $205.0 million. As a result of the First Amendment to the Credit Agreement, we wrote off $0.1 million in deferred financing costs. Borrowings under the Senior Credit Facility are available for working capital loans, loans to fund acquisitions, swingline loans, letters of credit and, following the First Amendment, for repurchases of Series A Preferred Stock (subject to the terms and conditions therein). 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 2.25% to 3.50% depending on the type of borrowing and the average outstanding amount of loans and letters of credit under the Senior Credit Facility 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 Senior Credit Facility 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 Senior Credit Facility 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 Senior Credit Facility 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 June 30, 2024 was 1.71 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 in filings with the SEC, to Adjusted EBITDA of no more than 3.00 to 1.00. Our Maximum Total Leverage Ratio as of June 30, 2024 was 1.91 to 1.00. The First Amendment eliminated the Maximum Senior Secured Leverage Ratio covenant and amended the Maximum Total Leverage Ratio covenant to no more than 3.00 to 1.00 from no more than 2.50 to 1.00. As of June 30, 2024, the Company was in compliance with financial covenants under the Senior Credit Facility. 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 Series A Preferred Stock. The Senior Credit Facility contains various customary affirmative covenants that require, among other things, the Company to maintain insurance, pay its obligations and comply with law. The Senior Credit Facility 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 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 Senior Credit Facility contains certain customary representations and warranties and events of default. Events of default include, among other things, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults and cross-acceleration to certain indebtedness, certain events of bankruptcy, certain events under ERISA, material judgments in excess of $5.0 million, certain events with respect to material contracts, and actual or asserted failure of any guaranty or security document supporting the Senior Credit Facility to be in full force and effect. A default will also occur if at any time W. Keith Maxwell III ceases to, directly or indirectly, 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. In connection with entering into the First Amendment to the Credit Agreement, the Company entered into an amended and restated subordinated promissory note with Spark HoldCo and Retailco, which extends the maturity date of the note to January 31, 2028. 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. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
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 condensed consolidated balance sheets on a recurring basis by and their level within the fair value hierarchy (in thousands): Level 1 Level 2 Level 3 Total June 30, 2024 Non-trading commodity derivative assets $ — $ 4,337 $ — $ 4,337 Trading commodity derivative assets — 445 — 445 Total commodity derivative assets $ — $ 4,782 $ — $ 4,782 Non-trading commodity derivative liabilities $ — $ (2,909) $ — $ (2,909) Trading commodity derivative liabilities — (243) — (243) Total commodity derivative liabilities $ — $ (3,152) $ — $ (3,152) 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) We had no transfers of assets or liabilities between any of the above levels during the six months ended June 30, 2024 and the year ended December 31, 2023. 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 June 30, 2024 and December 31, 2023, the credit risk valuation adjustment was a reduction of derivative liabilities, net of less than $0.1 million and $0.3 million, respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes Income Taxes We and our subsidiaries, CenStar and Verde Energy USA, Inc. (“Verde Corp”) are each subject to U.S. federal income tax as corporations. CenStar and Verde Corp file consolidated tax returns in jurisdictions that allow combined reporting. Spark HoldCo and its subsidiaries, with the exception of CenStar and Verde Corp, are treated as flow-through entities for U.S. federal income tax purposes, and, as such, are generally not subject to U.S. federal income tax at the entity level. Rather, the tax liability with respect to their taxable income is passed through to their members or partners. Accordingly, we are subject to U.S. federal income taxation on our allocable share of Spark HoldCo’s net U.S. taxable income. In our financial statements, we report federal and state income taxes for our share of the partnership income attributable to our ownership in Spark HoldCo and for the income taxes attributable to CenStar and Verde Corp. Net income attributable to non-controlling interest includes the provision for income taxes related to CenStar and Verde Corp. We account for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the tax bases of the assets and liabilities. We apply existing tax law and the tax rate that we expect to apply to taxable income in the years in which those differences are expected to be recovered or settled in calculating the deferred tax assets and liabilities. Effects of changes in tax rates on deferred tax assets and liabilities are recognized in income in the period of the tax rate enactment. A valuation allowance is recorded when it is not more likely than not that some or all of the benefit from the deferred tax asset will be realized. We periodically assess whether it is more likely than not that we will generate sufficient taxable income to realize our deferred income tax assets. In making this determination, we consider all available positive and negative evidence and make certain assumptions. We consider, among other things, our deferred tax liabilities, the overall business environment, our historical earnings and losses, current industry trends, and our outlook for future years. We believe it is more likely than not that our deferred tax assets will be utilized, and accordingly have not recorded a valuation allowance on these assets. As of June 30, 2024, we had a net deferred tax asset of $11.1 million, due in large part to the original step up in tax basis resulting from the initial purchase of Spark HoldCo units from NuDevco Retail and NuDevco Retail Holdings (predecessor to Retailco) in connection with our initial public offering. The effective U.S. federal and state income tax rate for the three months ended June 30, 2024 and 2023 was 17.0% and 21.5%, respectively. The effective U.S. federal and state income tax rate for the six months ended June 30, 2024 and 2023 was 18.6% and 20.8%, respectively. The effective tax rate for three and six months ended June 30, 2024 differed from the U.S. federal statutory tax rate of 21% primarily due to state taxes and the benefit provided from Spark HoldCo operating as a limited liability company, which is treated as a partnership for federal and state income tax purposes and is not subject to federal and state income taxes. Accordingly, the portion of earnings attributable to non-controlling interest is subject to tax when reported as a component of the non-controlling interest holders’ taxable income. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies From time to time, we may be involved in legal, tax, regulatory and other proceedings in the ordinary course of business. Liabilities for loss contingencies arising from claims, assessments, litigation or other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal Proceedings Below is a summary of our currently pending material legal proceedings. We are subject to lawsuits and claims arising in the ordinary course of our business. The following legal proceedings are in various stages and are subject to substantial uncertainties concerning the outcome of material factual and legal issues. Accordingly, unless otherwise specifically noted, we cannot currently predict the manner and timing of the resolutions of these legal proceedings or estimate a range of possible losses or a minimum loss that could result from an adverse verdict in a potential lawsuit. While the lawsuits and claims are asserted for amounts that may be material should an unfavorable outcome occur, management does not currently expect that any currently pending matters will have a material adverse effect on our financial position or results of operations. Consumer Lawsuits Similar to other energy service companies (“ESCOs”) operating in the industry, from time-to-time, the Company is subject to class action lawsuits in various jurisdictions where the Company sells natural gas and electricity. 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. On July 19, 2024, Joshua Amburgey, a purported stockholder of the Company at the time of the Merger, filed a verified class action complaint, Joshua Amburgey, on behalf of himself and all others similarly situated v. Via Renewables, Inc., et al., Case No. 2024-0762-KSJM (Del. Ch.) (the “Amburgey Action”) in the Court of Chancery of the State of Delaware (“Delaware Court”) against the Company and Amanda E. Bush, Stephen Kennedy and Kenneth Hartwick in their capacities as members of the Company’s Special Transaction Committee of the Board of Directors (“Special Committee”), as well as Mr. Maxwell, Retailco, LLC, TxEx Energy Investments, LLC, Electric Holdco, LLC, NuDevco Retail Holdings, LLC and NuDevco Retail, LLC. Plaintiff alleges that the defendants breached their fiduciary duties owed to the Company’s public stockholders in connection with the Merger. On July 25, 2024, Bruce Taylor, a purported stockholder of the Company at the time of the Merger, filed a verified class action complaint, Bruce Taylor v. W. Keith Maxwell III, et al. , Case No. 2024-0794 (Del. Ch.) (the “Taylor Action”) in the Delaware Court against the Special Committee, and Mike Barajas, in his capacity as the Company’s Chief Financial Officer, as well as Mr. Maxwell in his capacity as controlling stockholder of the Company. Plaintiff alleges that the defendants breached their fiduciary duties and participated in the provision of a materially untrue and misleading proxy statement to Company’s minority stockholders in connection with the Merger. On May 22, 2024, Michael Stutzman, a purported stockholder of the Company that previously delivered a Records Request, filed a complaint, Michael Stutzman v. Via Renewables, Inc., Case No. 2024-0545-LM (Del. Ch.) (the “220 Complaint”) in the Delaware Court against the Company. The 220 Complaint seeks to compel the inspection of certain Company books and records pursuant to Section 220 of the Delaware General Corporation Law relevant to the Merger. Regulatory Matters Many state regulators have increased scrutiny on retail energy providers, across all industry providers. We are subject to regular regula tory 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, unless expressly indicated below. Management does not currently expect that any currently pending state regulatory matters will have a material adverse effect on our financial position or results of operations. Connecticut. On May 21, 2024, the Connecticut Public Utility Regulatory (“PURA”) issued a Notice of Violation and Assessment of Civil Penalty (“NOV”) to Major Energy in which PURA stated it had reason to believe that one of Major Energy’s on-line vendors violated certain Electric Supplier Laws and Aggregator Rulings. The Company worked cooperatively with PURA and has finalized a full and final settlement for $2.0 million, to be paid in three installments to the Connecticut electric distribution companies as a donation to reduce Connecticut residential hardship customer arrearages. The settlement was approved by PURA in mid-July 2024 (and accrued as of June 30, 2024). 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 the 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 Commission did not approve the settlement and the Company is working with Advocacy Staff to have the settlement offer reviewed further and approved. 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 has agreed to engage in mediation with the law firm to try to resolve this matter. Mediation is set for August 2024. 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, rule, regulations and practices. Although there can be no assurance in this regard, the Company does not expect any of those regulatory reviews to have a material adverse effect on the Company’s results of operations, cash flows or financial condition. Indirect Tax Audits We are undergoing various types of indirect tax audits spanning from years 2020 to 2024 for which additional liabilities may arise. At the time of filing these consolidated financial statements, these indirect tax audits are at an early stage and subject to substantial uncertainties concerning the outcome of audit findings and corresponding responses. As of June 30, 2024 and December 31, 2023, we had accrued $9.3 million and $6.3 million, respectively, related to litigation and regulatory matters and $0.7 million and $0.7 million, respectively, related to indirect tax audits. The outcome of each of these may result in additional expense. |
Transactions with Affiliates
Transactions with Affiliates | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Transactions with Affiliates | 13. Transactions with Affiliates Transactions with Affiliates We enter into transactions with and pay certain costs on behalf of affiliates that are commonly controlled in order to reduce risk, reduce administrative expense, create economies of scale, create strategic alliances and supply goods and services to these related parties. We also sell and purchase natural gas and electricity with affiliates. We present receivables and payables with the same affiliate on a net basis in the condensed consolidated balance sheets as all affiliate activity is with parties under common control. Affiliated transactions include certain services to the affiliated companies associated with employee benefits provided through our benefit plans, insurance plans, leased office space, administrative salaries, due diligence work, recurring management consulting, and accounting, tax, legal, or technology services. Amounts billed are based on the services provided, departmental usage, or headcount, which are considered reasonable by management. As such, the accompanying condensed consolidated financial statements include costs that have been incurred by us and then directly billed or allocated to affiliates, as well as costs that have been incurred by our affiliates and then directly billed or allocated to us, and are recorded net in general and administrative expense on the condensed consolidated statements of operations with a corresponding accounts receivable—affiliates or accounts payable—affiliates, respectively, recorded in the condensed consolidated balance sheets. Transactions with affiliates for sales or purchases of natural gas and electricity are recorded in retail revenues, retail cost of revenues, and net asset optimization revenues in the condensed consolidated statements of operations with a corresponding accounts receivable—affiliate or accounts payable—affiliate are recorded in the condensed consolidated balance sheets. The following tables presents asset and liability balances with affiliates (in thousands): June 30, 2024 December 31, 2023 Assets Accounts Receivable - affiliates $ 4,795 $ 4,683 Total Assets - affiliates $ 4,795 $ 4,683 June 30, 2024 December 31, 2023 Liabilities Accounts Payable - affiliates $ 269 $ 472 Subordinated Debt - affiliates (1) — — Total Liabilities - affiliates $ 269 $ 472 (1) The Subordinated Debt Facility allows us to draw advances in increments of no less than $1.0 million per advance up to the maximum principal amount of the Subordinated Debt Facility, subject to Retailco’s discretion. Advances thereunder accrue interest at an annual rate equal to the prime rate as published by the Wall Street Journal plus two percent (2.0%) from the date of the advance. See Note 9 “Debt” for a further description of terms and conditions of the Subordinated Debt Facility. The following table presents revenues and cost of revenues recorded in net asset optimization revenue associated with affiliates for the periods indicated (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenue NAO - affiliates $ 126 $ 333 $ 608 $ 2,617 Less: Cost of Revenue NAO - affiliates — — 1 332 Net NAO - affiliates $ 126 $ 333 $ 607 $ 2,285 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 ($4.5 million) and $0.3 million for the three months ended June 30, 2024 and 2023, respectively. The total net amount direct billed and allocated to/(from) affiliates was ($4.1 million) and $1.9 million for the six months ended June 30, 2024 and 2023, respectively. The Company would have incurred incremental costs of $0.3 million and $0.4 million for the three months ended June 30, 2024 and 2023, respectively, operating on a stand-alone basis. The Company would have incurred incremental costs of $0.6 million and $0.8 million for the six months ended June 30, 2024 and 2023, respectively, operating on a stand-alone basis. Distributions to and Contributions from Affiliates During the three months ended June 30, 2024 and 2023, Spark HoldCo made distributions to affiliates of Mr. Maxwell of zero for the payments of quarterly distribution on their respective Spark HoldCo units. During the three months ended June 30, 2024 and 2023, Spark HoldCo also made distributions to these affiliates for gross-up distributions of $4.4 million and $0.6 million, respectively, in connection with distributions made between Spark HoldCo and Via Renewables, Inc. for payment of income taxes incurred by us. During the six months ended June 30, 2024 and 2023, Spark HoldCo made distributions to affiliates of Mr. Maxwell of zero and $3.6 million, respectively, for the payments of quarterly distribution on their respective Spark HoldCo units. During the six months ended June 30, 2024 and 2023, Spark HoldCo also made distributions to these affiliates for gross-up distributions of $4.5 million and $0.6 million, respectively, in connection with distributions made between Spark HoldCo and Via Renewables, Inc. for payment of income taxes incurred by us. On June 13, 2024, we consummated the previously announced Merger, following which Mr. Maxwell and his affiliates became the owners of all of the issued and outstanding shares of Class A common stock and Class B common stock. For a more detailed description of the Merger, please see Note 2 “Basis of Presentation and Summary of Significant Accounting Policies” in the notes to our condensed consolidated financial statements. As a result of the Merger, all of the Company’s outstanding restricted stock units were converted into $11.00 per share (other than those owned by Mr. Maxwell, which were cancelled for no consideration). The total payout for the settlement of restricted stock units was $0.6 million, which was paid by Retailco. This was recorded as contribution from non-controlling interest for the three and six months ended June 30, 2024. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Segment Reporting | 14. Segment Reporting Our determination of reportable business segments considers the strategic operating units under which we make financial decisions, allocate resources and assess performance of our business. Our reportable business segments are retail electricity and retail natural gas. The retail electricity segment consists of electricity sales and transmission to residential and commercial customers. 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 three months ended June 30, 2024 and 2023, we recorded asset optimization revenues of $3.2 million and $2.9 million and asset optimization cost of revenues of $3.7 million and $4.3 million, respectively, and for the six months ended June 30, 2024 and 2023, we recorded asset optimization revenues of $14.7 million and $14.4 million and asset optimization cost of revenues of $16.8 million and $19.0 million, respectively, which are presented on a net basis in asset optimization revenues. We use retail gross margin to assess the performance of our operating segments. 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): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Reconciliation of Retail Gross Margin to Gross Profit Total Revenue $ 86,696 $ 91,399 $ 200,752 $ 223,251 Less: Retail cost of revenues 42,997 45,926 111,959 163,367 Gross Profit $ 43,699 $ 45,473 $ 88,793 $ 59,884 Less: Net asset optimization expense (531) (1,359) (2,128) (4,632) Net, gain (loss) on non-trading derivative instruments 3,160 (40) (1,136) (42,809) Net, Cash settlements on non-trading derivative instruments 7,683 16,146 22,925 36,269 Retail Gross Margin $ 33,387 $ 30,726 $ 69,132 $ 71,056 Financial data for business segments are as follows (in thousands): Three Months Ended June 30, 2024 Retail Retail Corporate Eliminations Consolidated Total revenues $ 71,148 $ 15,812 $ (264) $ — $ 86,696 Retail cost of revenues 37,127 5,663 207 — 42,997 Gross Profit (Loss) $ 34,021 $ 10,149 $ (471) $ — $ 43,699 Less: Net asset optimization expense — — (531) — (531) Net, loss on non-trading derivative instruments 2,607 553 — — 3,160 Current period settlements on non-trading derivatives 6,103 1,580 — — 7,683 Retail Gross Margin $ 25,311 $ 8,016 $ 60 $ — $ 33,387 Total Assets at June 30, 2024 $ 1,742,416 $ 82,340 $ 302,803 $ (1,827,889) $ 299,670 Goodwill at June 30, 2024 $ 117,813 $ 2,530 $ — $ — $ 120,343 (a) Retail Electricity includes related services. Three Months Ended June 30, 2023 Retail Retail Corporate Eliminations Consolidated Total revenues $ 74,765 $ 17,856 $ (1,222) $ — $ 91,399 Retail cost of revenues 37,612 8,263 51 — 45,926 Gross Profit (Loss) $ 37,153 $ 9,593 $ (1,273) $ — $ 45,473 Less: Net asset optimization expense — — (1,359) — (1,359) Net, gain (loss) on non-trading derivative instruments 254 (294) — — (40) Current period settlements on non-trading derivatives 13,905 2,241 — — 16,146 Retail Gross Margin $ 22,994 $ 7,646 $ 86 $ — $ 30,726 Total Assets at December 31, 2023 $ 1,613,642 $ 48,303 $ 301,892 $ (1,660,003) $ 303,834 Goodwill at December 31, 2023 $ 117,813 $ 2,530 $ — $ — $ 120,343 Six Months Ended June 30, 2024 Retail Retail Corporate Eliminations Consolidated Total revenues $ 148,477 $ 52,871 $ (596) $ — $ 200,752 Retail cost of revenues 86,258 24,866 835 — 111,959 Gross Profit (Loss) $ 62,219 $ 28,005 $ (1,431) $ — $ 88,793 Less: Net asset optimization expense — — (2,128) — (2,128) Net, (loss) gain on non-trading derivatives (1,229) 93 — — (1,136) Current period settlements on non-trading derivatives 19,226 3,699 — — 22,925 Retail Gross Margin $ 44,222 $ 24,213 $ 697 $ — $ 69,132 Total Assets at June 30, 2024 $ 1,742,416 $ 82,340 $ 302,803 $ (1,827,889) $ 299,670 Goodwill at June 30, 2024 $ 117,813 $ 2,530 $ — $ — $ 120,343 (a) Retail Electricity includes related services. Six Months Ended June 30, 2023 Retail Retail Corporate Eliminations Consolidated Total revenues $ 157,592 $ 70,154 $ (4,495) $ — $ 223,251 Retail cost of revenues 118,442 44,874 51 — 163,367 Gross Profit (Loss) $ 39,150 $ 25,280 $ (4,546) $ — $ 59,884 Less: Net asset optimization expense — — (4,632) — (4,632) Net, loss on non-trading derivatives (35,841) (6,968) — — (42,809) Current period settlements on non-trading derivatives 31,528 4,741 — — 36,269 Retail Gross Margin $ 43,463 $ 27,507 $ 86 $ — $ 71,056 Total Assets at December 31, 2023 $ 1,613,642 $ 48,303 $ 301,892 $ (1,660,003) $ 303,834 Goodwill at December 31, 2023 $ 117,813 $ 2,530 $ — $ — $ 120,343 |
Customer Acquisitions
Customer Acquisitions | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Customer Acquisitions | 15. Customer Acquisitions Acquisition of Customer Books In April 2024, we entered into an asset purchase agreement to acquire up to approximately 12,556 RCEs for a cash purchase price of up to a maximum of $2.3 million. These customers began transferring in June of 2024, and are located in our existing markets. During the six months ended June 30, 2024, approximately 3,600 RCEs were transferred. As part of the acquisitions, we funded an escrow account, the balance of which is reflected as restricted cash in our consolidated balance sheet. As we acquire customers, we make payments to the sellers from the escrow account. As of June 30, 2024, the balance in the escrow account was $2.3 million, and these funds are expected to be released to the sellers as acquired customers transfer from the sellers to the Company in accordance with the asset purchase agreement, and any unallocated balance will be returned to the Company once the acquisition is complete. |
Stock Compensation
Stock Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Compensation | 16. Stock Compensation Restricted Stock Units We maintained 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 was to provide a means to attract and retain individuals to serve as directors, employees and consultants who provided services to the Company by affording such individuals a means to acquire and maintain ownership of awards, the value of which was tied to the performance of the Company’s Class A common stock. The LTIP provided 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 were granted to our officers, employees, non-employee directors and certain employees of our affiliates who performed services for the Company and vested over approximately one year for non-employee directors and ratably over approximately one Merger and Delisting of Class A Common Stock On June 13, 2024, we consummated the previously announced Merger, following which Mr. Maxwell and his affiliates became the owners of all of the issued and outstanding shares of Class A common stock and Class B common stock. Effective as of the end of trading on June 13, 2024, the Class A common stock ceased to trade on NASDAQ. For a more detailed description of the Merger, please see Note 2 “Basis of Presentation and Summary of Significant Accounting Policies” in the notes to our condensed consolidated financial statements. As a result of the Merger, all of the Company’s outstanding restricted stock units were converted into $11.00 per share (other than those owned by Mr. Maxwell, which were cancelled for no consideration). The total payout for the settlement of restricted stock units was $0.6 million, which was paid by Retailco. This was recorded as contribution from non-controlling interest. Total stock-based compensation expense for the six months ended June 30, 2024 was $2.4 million, of which $1.7 million was recorded as accelerated expense due to conversion as a result of merger transaction. Equity Classified Restricted Stock Units Restricted stock units issued to employees and officers of the Company were classified as equity awards. The fair value of the equity classified restricted stock units was 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 for the six months ended June 30, 2024, of which $1.6 million was recorded as accelerated expense due to conversion as a result of the Merger. This expense was recorded in general and administrative expense with a corresponding increase to additional paid in capital. The following table summarizes equity classified restricted stock unit activity for the six months ended June 30, 2024. Number of Shares (in thousands) Weighted Average Grant Date Fair Value Unvested at December 31, 2023 136 $ 23.21 Granted 16 11.00 Dividend reinvestment issuances — — Vested (88) 10.96 Forfeited (64) 11.00 Unvested at June 30, 2024 — $ — For the six months ended June 30, 2024, 88,004 restricted stock units vested, with 33,883 shares of Class A common stock distributed to the holders of these units and 54,121 shares of Class A common stock withheld by the Company to cover taxes owed on the vesting of such units. As of June 30, 2024, there was zero unrecognized compensation cost related to the Company’s equity classified restricted stock units. 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 CIC RSUs vested upon complete of the Merger. The equity classified restricted stock unit table above includes 16,465 CIC RSUs as the conditions for Change in Control was met. The Company recognized $0.2 million stock compensation accelerated expense related to the CIC RSUs during the six months ended June 30, 2024. 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 net settlement for the amount of withholding taxes dues upon vesting or b) to employees of certain affiliates of the Company and are therefore not deemed to be employees of the Company. The fair value of the liability classified restricted stock units is based on the Company’s Class A common stock price as of the reported period ending date. The Company recognized stock based compensation expense of $0.1 million for the six months ended June 30, 2024, of which less than $0.1 million was recorded as accelerated expense due to conversion as a result of Merger. The following table summarizes liability classified restricted stock unit activity for the six months ended June 30, 2024. Number of Shares (in thousands) Weighted Average Reporting Date Fair Value Unvested at December 31, 2023 17 $ 9.4 Granted — — Dividend reinvestment issuances — — Vested (8) 10.96 Forfeited (9) 11.00 Unvested at June 30, 2024 — $ — For the six months ended June 30, 2024, 7,588 restricted stock units vested, with 7,588 shares of Class A common stock distributed to the holders of these units and zero shares of Class A shares withheld by the Company to cover taxes owed on the vesting of such units. As of June 30, 2024, there was zero unrecognized compensation cost related to the Company’s liability classified restricted stock units. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events Declaration of Dividends On July 17, 2024, we declared a quarterly cash dividend in the amount of $0.75881 per share to holders of record of the Series A Preferred Stock on October 1, 2024. The dividend will be paid on October 15, 2024. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) as it applies to interim financial statements. This information should be read along with our consolidated financial statements and notes contained in our annual report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”). Our unaudited condensed consolidated financial statements are presented on a consolidated basis and include all wholly-owned and controlled subsidiaries. We account for investments over which we have significant influence but not a controlling financial interest using the equity method of accounting. All significant intercompany transactions and balances have been eliminated in the unaudited condensed consolidated financial statements. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of our condensed consolidated financial statements requires estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim financial statements and the reported amounts of revenues and expenses during the period. Actual results could materially differ from those estimates. |
Relationship with our Founder, Sole Common Stock Shareholder, and Chief Executive Officer | Relationship with our Founder, Sole Common Stock Shareholder, and Chief Executive Officer W. Keith Maxwell, III is the Chief Executive Officer, a director, and the owner of all of the voting power of our common stock through his ownership of Retailco, LLC (“Retailco”). Retailco is a wholly owned subsidiary of TxEx Energy Investments, LLC (“TxEx”), which is wholly owned by Mr. Maxwell. 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 condensed 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 condensed 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 condensed 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 13 “Transactions with Affiliates.” |
New Accounting Standards Being Evaluated/Standards Not yet 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 will 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 condensed consolidated financial statements. |
Derivative Instruments | Derivative assets and liabilities are presented net in our condensed consolidated balance sheets when the derivative instruments are executed with the same counterparty under a master netting arrangement. Our derivative contracts include transactions that are executed both on an exchange and centrally cleared, as well as over-the-counter, bilateral contracts that are transacted directly with third parties. To the extent we have paid or received collateral related to the derivative assets or liabilities, such amounts would be presented net against the related derivative asset or liability’s fair value. |
Fair Value Measurements | Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date. Fair values are based on assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and the risks inherent in valuation techniques and the inputs to valuations. This includes the credit standing of counterparties involved and the impact of credit enhancements. We apply fair value measurements to our commodity derivative instruments based on the following fair value hierarchy, which prioritizes the inputs to the valuation techniques used to measure fair value into three broad levels: • Level 1—Quoted prices in active markets for identical assets and liabilities. Instruments categorized in Level 1 primarily consist of financial instruments such as exchange-traded derivative instruments. • Level 2—Inputs other than quoted prices recorded in Level 1 that are either directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived from observable market data by correlation or other means. Instruments categorized in Level 2 primarily include non-exchange traded derivatives such as over-the-counter commodity forwards and swaps and options. • Level 3—Unobservable inputs for the asset or liability, including situations where there is little, if any, observable market activity for the asset or liability. 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) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregated Revenue | The following table discloses revenue by primary geographical market, customer type, and customer credit risk profile (in thousands). The table also includes a reconciliation of the disaggregated revenue to revenue by reportable segment (in thousands). Reportable Segments Three Months Ended June 30, 2024 Three Months Ended June 30, 2023 Retail Electricity (c) Retail Natural Gas Total Reportable Segments Retail Electricity (c) Retail Natural Gas Total Reportable Segments Primary markets (a) New England $ 21,271 $ 1,572 $ 22,843 $ 26,262 $ 1,154 $ 27,416 Mid-Atlantic 27,514 5,912 33,426 24,181 5,929 30,110 Midwest 6,518 2,107 8,625 6,819 2,515 9,334 Southwest 15,845 6,221 22,066 17,503 8,258 25,761 $ 71,148 $ 15,812 $ 86,960 $ 74,765 $ 17,856 $ 92,621 Customer type Commercial $ 9,989 $ 11,304 $ 21,293 $ 9,353 $ 11,765 $ 21,118 Residential 56,956 8,703 65,659 63,420 12,472 75,892 Unbilled revenue (b) 4,203 (4,195) 8 1,992 (6,381) (4,389) $ 71,148 $ 15,812 $ 86,960 $ 74,765 $ 17,856 $ 92,621 Customer credit risk POR $ 44,080 $ 7,177 $ 51,257 $ 42,080 $ 7,300 $ 49,380 Non-POR 27,068 8,635 35,703 32,685 10,556 43,241 $ 71,148 $ 15,812 $ 86,960 $ 74,765 $ 17,856 $ 92,621 Reportable Segments Six Months Ended June 30, 2024 Six Months Ended June 30, 2023 Retail Electricity (c) Retail Natural Gas Total Reportable Segments Retail Electricity (c) Retail Natural Gas Total Reportable Segments Primary markets (a) New England $ 48,610 $ 6,197 $ 54,807 $ 59,149 $ 5,067 $ 64,216 Mid-Atlantic 58,213 21,167 79,380 51,690 25,275 76,965 Midwest 13,827 9,478 23,305 14,958 12,320 27,278 Southwest 27,827 16,029 43,856 31,795 27,492 59,287 $ 148,477 $ 52,871 $ 201,348 $ 157,592 $ 70,154 $ 227,746 Customer type Commercial $ 21,354 $ 32,018 $ 53,372 $ 19,646 $ 40,444 $ 60,090 Residential 127,904 27,344 155,248 140,657 43,747 184,404 Unbilled revenue (b) (781) (6,491) (7,272) (2,711) (14,037) (16,748) $ 148,477 $ 52,871 $ 201,348 $ 157,592 $ 70,154 $ 227,746 Customer credit risk POR $ 94,369 $ 26,646 $ 121,015 $ 91,223 $ 32,354 $ 123,577 Non-POR 54,108 26,225 80,333 66,369 37,800 104,169 $ 148,477 $ 52,871 $ 201,348 $ 157,592 $ 70,154 $ 227,746 Reportable Segments (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, 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 Condensed Consolidated Financial Information A reconciliation of the reportable segment operating revenues to consolidated revenues is as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Total Reportable Segments Revenue $ 86,960 $ 92,621 $ 201,348 $ 227,746 Net asset optimization expense (531) (1,359) (2,128) (4,632) Other Revenue 267 137 1,532 137 Total Revenues $ 86,696 $ 91,399 $ 200,752 $ 223,251 |
Schedule of Accounts Receivable, Allowance for Credit Loss | A rollforward of our allowance for credit losses for the six months ended June 30, 2024 are presented in the table below (in thousands): Balance at December 31, 2023 $ (4,496) Current period credit loss provision (1,321) Write-offs 2,191 Recovery of previous write-offs (58) Balance at June 30, 2024 $ (3,684) |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Schedule of Economic Interests | The Company and affiliates owned the following economic interests in Spark HoldCo at June 30, 2024 and December 31, 2023, respectively. The Company Affiliated Owners June 30, 2024 45.38 % 54.62 % December 31, 2023 44.92 % 55.08 % |
Summary of Net Income (Loss) and Income Tax Expense (Benefit) Attributable to Non-controlling Interest | The following table summarizes the portion of net income and income tax expense attributable to non-controlling interest (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net income before taxes allocated to non-controlling interest $ 8,860 $ 11,957 $ 20,220 $ 5,623 Less: Income tax expense allocated to non-controlling interest 789 852 1,652 1,102 Net income attributable to non-controlling interests $ 8,071 $ 11,105 $ 18,568 $ 4,521 |
Schedule of Computation of Basic and Diluted Income Per Share | The following table presents the computation of basic and diluted income per share for the three and six months ended June 30, 2024 and 2023 (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net income attributable to Via Renewables, Inc. stockholders $ 7,624 $ 7,981 $ 16,191 $ 7,794 Less: Dividend on Series A Preferred Stock 2,713 2,640 5,423 5,184 Net income attributable to stockholders of Class A common stock $ 4,911 $ 5,341 $ 10,768 $ 2,610 Basic weighted average Class A common shares outstanding 3,261 3,205 3,247 3,189 Basic income per share attributable to stockholders $ 1.51 $ 1.67 $ 3.32 $ 0.82 Net income attributable to stockholders of Class A common stock $ 4,911 $ 5,341 $ 10,768 $ 2,610 Effect of conversion of Class B common stock to shares of Class A common stock — — — — Diluted net income attributable to stockholders of Class A common stock $ 4,911 $ 5,341 $ 10,768 $ 2,610 Basic weighted average Class A common shares outstanding 3,261 3,205 3,247 3,189 Effect of dilutive Class B common stock — — — — Diluted weighted average shares outstanding 3,261 3,205 3,247 3,189 Diluted income per share attributable to stockholders $ 1.51 $ 1.67 $ 3.32 $ 0.82 |
Schedule of Carrying Amounts and Classification of Assets and Liabilities | The following table includes the carrying amounts and classification of the assets and liabilities of Spark HoldCo that are included in our condensed consolidated balance sheet as of June 30, 2024 and December 31, 2023 (in thousands): June 30, 2024 December 31, 2023 Assets Current assets: Cash and cash equivalents $ 53,308 $ 42,062 Accounts receivable 48,942 62,548 Other current assets 50,045 50,650 Total current assets 152,295 155,260 Non-current assets: Goodwill 120,343 120,343 Other assets 13,374 11,351 Total non-current assets 133,717 131,694 Total Assets $ 286,012 $ 286,954 Liabilities Current liabilities: Accounts payable and accrued liabilities $ 35,597 $ 44,201 Other current liabilities 55,865 71,994 Total current liabilities 91,462 116,195 Long-term liabilities: Long-term portion of Senior Credit Facility 93,000 97,000 Subordinated debt — affiliate — — Other long-term liabilities 47 54 Total long-term liabilities 93,047 97,054 Total Liabilities $ 184,509 $ 213,249 |
Preferred Stock (Tables)
Preferred Stock (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Summary of Preferred Equity Balance | A summary of our preferred equity balance for the six months ended June 30, 2024 is as follows: (In thousands) Balance at December 31, 2023 $ 88,065 Accumulated dividends on Series A Preferred Stock (15) Balance at June 30, 2024 $ 88,050 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 December 31, 2023 Natural Gas MMBtu 4,823 6,254 Electricity MWh 1,035 1,029 Trading Commodity Notional June 30, 2024 December 31, 2023 Natural Gas MMBtu 443 1,016 |
Schedule of Gains (Losses) on Derivative Instruments | Gains (losses) on derivative instruments, net and current period settlements on derivative instruments were as follows for the periods indicated (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Gain (loss) on non-trading derivatives, net $ 3,160 $ (40) $ (1,136) $ (42,809) Gain (loss) on trading derivatives, net 20 (627) 111 (628) Gain (loss) on derivatives, net $ 3,180 $ (667) $ (1,025) $ (43,437) Current period settlements on non-trading derivatives 7,683 16,146 22,925 36,269 Current period settlements on trading derivatives 84 384 267 398 Total current period settlements on derivatives $ 7,767 $ 16,530 $ 23,192 $ 36,667 |
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): June 30, 2024 Description Gross Assets Gross Net Assets Cash Net Amount Non-trading commodity derivatives $ 7,125 $ (3,291) $ 3,834 $ — $ 3,834 Trading commodity derivatives 684 (239) 445 — 445 Total Current Derivative Assets 7,809 (3,530) 4,279 — 4,279 Non-trading commodity derivatives 852 (349) 503 — 503 Total Non-current Derivative Assets 852 (349) 503 — 503 Total Derivative Assets $ 8,661 $ (3,879) $ 4,782 $ — $ 4,782 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 |
Schedule of Offsetting Liabilities | Description Gross Gross Net Cash Net Amount Non-trading commodity derivatives $ (7,893) $ 3,150 $ (4,743) $ 1,881 $ (2,862) Trading commodity derivatives (426) 183 (243) — (243) Total Current Derivative Liabilities (8,319) 3,333 (4,986) 1,881 (3,105) Non-trading commodity derivatives (453) 275 (178) 131 (47) Trading commodity derivatives — — — — — Total Non-current Derivative Liabilities (453) 275 (178) 131 (47) Total Derivative Liabilities $ (8,772) $ 3,608 $ (5,164) $ 2,012 $ (3,152) 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) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consist of the following (in thousands): Estimated useful June 30, 2024 December 31, 2023 Information technology 2 – 5 $ 7,324 $ 6,983 Total 7,324 6,983 Accumulated depreciation (2,418) (2,273) Property and equipment—net $ 4,906 $ 4,710 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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): June 30, 2024 December 31, 2023 Goodwill $ 120,343 $ 120,343 Customer relationships — Acquired $ — $ — Customer relationships—Other Cost $ 1,360 $ 968 Accumulated amortization (659) (487) Customer relationships — Other, net $ 701 $ 481 Cost $ 4,040 $ 4,040 Accumulated amortization (1,818) (1,616) Trademarks, net $ 2,222 $ 2,424 Changes in goodwill, customer relationships (including non-compete agreements) and trademarks consisted of the following (in thousands): Goodwill Customer Relationships — Other Trademarks Balance at December 31, 2023 $ 120,343 $ 481 $ 2,424 Additions — 391 — Amortization — (171) (202) Balance at June 30, 2024 $ 120,343 $ 701 $ 2,222 |
Schedule of Estimated Future Amortization Expense | Estimated future amortization expense for customer relationships and trademarks at June 30, 2024 is as follows (in thousands): Year ending December 31, 2024 (remaining six months) $ 504 2025 803 2026 404 2027 404 2028 404 > 5 years 404 Total $ 2,923 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Debt consists of the following amounts as of June 30, 2024 and December 31, 2023 (in thousands): June 30, 2024 December 31, 2023 Long-term debt: Senior Credit Facility (1) (2) $ 93,000 $ 97,000 Subordinated Debt — — Total long-term debt 93,000 97,000 Total debt $ 93,000 $ 97,000 (1) As of June 30, 2024 and December 31, 2023, the weighted average interest rate on the Senior Credit Facility was 8.59% and 8.60%, respectively. (2) As of June 30, 2024 and December 31, 2023, we had $23.8 million and $24.3 million in letters of credit issued, respectively. |
Schedule of Components of Interest Expense | Interest expense consists of the following components for the periods indicated (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Senior Credit Facility $ 1,094 $ 1,734 $ 2,429 $ 3,801 Letters of credit fees and commitment fees 337 461 721 864 Amortization of deferred financing costs 312 207 518 413 Other — 45 4 66 Interest Expense $ 1,743 $ 2,447 $ 3,672 $ 5,144 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables present assets and liabilities measured and recorded at fair value in our condensed consolidated balance sheets on a recurring basis by and their level within the fair value hierarchy (in thousands): Level 1 Level 2 Level 3 Total June 30, 2024 Non-trading commodity derivative assets $ — $ 4,337 $ — $ 4,337 Trading commodity derivative assets — 445 — 445 Total commodity derivative assets $ — $ 4,782 $ — $ 4,782 Non-trading commodity derivative liabilities $ — $ (2,909) $ — $ (2,909) Trading commodity derivative liabilities — (243) — (243) Total commodity derivative liabilities $ — $ (3,152) $ — $ (3,152) 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) |
Transactions with Affiliates (T
Transactions with Affiliates (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following tables presents asset and liability balances with affiliates (in thousands): June 30, 2024 December 31, 2023 Assets Accounts Receivable - affiliates $ 4,795 $ 4,683 Total Assets - affiliates $ 4,795 $ 4,683 June 30, 2024 December 31, 2023 Liabilities Accounts Payable - affiliates $ 269 $ 472 Subordinated Debt - affiliates (1) — — Total Liabilities - affiliates $ 269 $ 472 (1) The Subordinated Debt Facility allows us to draw advances in increments of no less than $1.0 million per advance up to the maximum principal amount of the Subordinated Debt Facility, subject to Retailco’s discretion. Advances thereunder accrue interest at an annual rate equal to the prime rate as published by the Wall Street Journal plus two percent (2.0%) from the date of the advance. See Note 9 “Debt” for a further description of terms and conditions of the Subordinated Debt Facility. The following table presents revenues and cost of revenues recorded in net asset optimization revenue associated with affiliates for the periods indicated (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenue NAO - affiliates $ 126 $ 333 $ 608 $ 2,617 Less: Cost of Revenue NAO - affiliates — — 1 332 Net NAO - affiliates $ 126 $ 333 $ 607 $ 2,285 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Reconciliation of Retail Gross Margin to Income Before Income Tax Expense | Below is a reconciliation of retail gross margin to gross profit (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Reconciliation of Retail Gross Margin to Gross Profit Total Revenue $ 86,696 $ 91,399 $ 200,752 $ 223,251 Less: Retail cost of revenues 42,997 45,926 111,959 163,367 Gross Profit $ 43,699 $ 45,473 $ 88,793 $ 59,884 Less: Net asset optimization expense (531) (1,359) (2,128) (4,632) Net, gain (loss) on non-trading derivative instruments 3,160 (40) (1,136) (42,809) Net, Cash settlements on non-trading derivative instruments 7,683 16,146 22,925 36,269 Retail Gross Margin $ 33,387 $ 30,726 $ 69,132 $ 71,056 |
Schedule of Financial Data for Business Segments | Financial data for business segments are as follows (in thousands): Three Months Ended June 30, 2024 Retail Retail Corporate Eliminations Consolidated Total revenues $ 71,148 $ 15,812 $ (264) $ — $ 86,696 Retail cost of revenues 37,127 5,663 207 — 42,997 Gross Profit (Loss) $ 34,021 $ 10,149 $ (471) $ — $ 43,699 Less: Net asset optimization expense — — (531) — (531) Net, loss on non-trading derivative instruments 2,607 553 — — 3,160 Current period settlements on non-trading derivatives 6,103 1,580 — — 7,683 Retail Gross Margin $ 25,311 $ 8,016 $ 60 $ — $ 33,387 Total Assets at June 30, 2024 $ 1,742,416 $ 82,340 $ 302,803 $ (1,827,889) $ 299,670 Goodwill at June 30, 2024 $ 117,813 $ 2,530 $ — $ — $ 120,343 (a) Retail Electricity includes related services. Three Months Ended June 30, 2023 Retail Retail Corporate Eliminations Consolidated Total revenues $ 74,765 $ 17,856 $ (1,222) $ — $ 91,399 Retail cost of revenues 37,612 8,263 51 — 45,926 Gross Profit (Loss) $ 37,153 $ 9,593 $ (1,273) $ — $ 45,473 Less: Net asset optimization expense — — (1,359) — (1,359) Net, gain (loss) on non-trading derivative instruments 254 (294) — — (40) Current period settlements on non-trading derivatives 13,905 2,241 — — 16,146 Retail Gross Margin $ 22,994 $ 7,646 $ 86 $ — $ 30,726 Total Assets at December 31, 2023 $ 1,613,642 $ 48,303 $ 301,892 $ (1,660,003) $ 303,834 Goodwill at December 31, 2023 $ 117,813 $ 2,530 $ — $ — $ 120,343 Six Months Ended June 30, 2024 Retail Retail Corporate Eliminations Consolidated Total revenues $ 148,477 $ 52,871 $ (596) $ — $ 200,752 Retail cost of revenues 86,258 24,866 835 — 111,959 Gross Profit (Loss) $ 62,219 $ 28,005 $ (1,431) $ — $ 88,793 Less: Net asset optimization expense — — (2,128) — (2,128) Net, (loss) gain on non-trading derivatives (1,229) 93 — — (1,136) Current period settlements on non-trading derivatives 19,226 3,699 — — 22,925 Retail Gross Margin $ 44,222 $ 24,213 $ 697 $ — $ 69,132 Total Assets at June 30, 2024 $ 1,742,416 $ 82,340 $ 302,803 $ (1,827,889) $ 299,670 Goodwill at June 30, 2024 $ 117,813 $ 2,530 $ — $ — $ 120,343 (a) Retail Electricity includes related services. Six Months Ended June 30, 2023 Retail Retail Corporate Eliminations Consolidated Total revenues $ 157,592 $ 70,154 $ (4,495) $ — $ 223,251 Retail cost of revenues 118,442 44,874 51 — 163,367 Gross Profit (Loss) $ 39,150 $ 25,280 $ (4,546) $ — $ 59,884 Less: Net asset optimization expense — — (4,632) — (4,632) Net, loss on non-trading derivatives (35,841) (6,968) — — (42,809) Current period settlements on non-trading derivatives 31,528 4,741 — — 36,269 Retail Gross Margin $ 43,463 $ 27,507 $ 86 $ — $ 71,056 Total Assets at December 31, 2023 $ 1,613,642 $ 48,303 $ 301,892 $ (1,660,003) $ 303,834 Goodwill at December 31, 2023 $ 117,813 $ 2,530 $ — $ — $ 120,343 |
Stock Compensation (Tables)
Stock Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Unit Activity | The following table summarizes equity classified restricted stock unit activity for the six months ended June 30, 2024. Number of Shares (in thousands) Weighted Average Grant Date Fair Value Unvested at December 31, 2023 136 $ 23.21 Granted 16 11.00 Dividend reinvestment issuances — — Vested (88) 10.96 Forfeited (64) 11.00 Unvested at June 30, 2024 — $ — Number of Shares (in thousands) Weighted Average Reporting Date Fair Value Unvested at December 31, 2023 17 $ 9.4 Granted — — Dividend reinvestment issuances — — Vested (8) 10.96 Forfeited (9) 11.00 Unvested at June 30, 2024 — $ — |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) | Jun. 13, 2024 $ / shares |
Merger Agreement With Retailco | |
Business Acquisition [Line Items] | |
Right to receive (in dollars per share) | $ 11 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Typical length of contract | Electricity and natural gas products may be sold as fixed-price or variable-price products. The typical length of a contract to provide electricity and/or natural gas is 12 months. | |||
Electric and Gas Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Excise and sales taxes | $ 0.2 | $ 0.2 | $ 0.6 | $ 0.5 |
Cost of Services Energy Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Excise and sales taxes | $ 1.3 | $ 1.3 | $ 2.7 | $ 2.6 |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Net asset optimization expense | $ (531) | $ (1,359) | $ (2,128) | $ (4,632) |
Total Revenues | 86,696 | 91,399 | 200,752 | 223,251 |
Retail revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 86,960 | 92,621 | 201,348 | 227,746 |
Other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 267 | 137 | 1,532 | 137 |
POR | Retail revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 51,257 | 49,380 | 121,015 | 123,577 |
Non-POR | Retail revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 35,703 | 43,241 | 80,333 | 104,169 |
Unbilled revenue | Retail revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 8 | (4,389) | (7,272) | (16,748) |
Commercial | Billed Revenue | Retail revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 21,293 | 21,118 | 53,372 | 60,090 |
Residential | Billed Revenue | Retail revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 65,659 | 75,892 | 155,248 | 184,404 |
New England | Retail revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 22,843 | 27,416 | 54,807 | 64,216 |
Mid-Atlantic | Retail revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 33,426 | 30,110 | 79,380 | 76,965 |
Midwest | Retail revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 8,625 | 9,334 | 23,305 | 27,278 |
Southwest | Retail revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 22,066 | 25,761 | 43,856 | 59,287 |
Retail Electricity | Retail revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 71,148 | 74,765 | 148,477 | 157,592 |
Retail Electricity | POR | Retail revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 44,080 | 42,080 | 94,369 | 91,223 |
Retail Electricity | Non-POR | Retail revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 27,068 | 32,685 | 54,108 | 66,369 |
Retail Electricity | Unbilled revenue | Retail revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 4,203 | 1,992 | (781) | (2,711) |
Retail Electricity | Commercial | Billed Revenue | Retail revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 9,989 | 9,353 | 21,354 | 19,646 |
Retail Electricity | Residential | Billed Revenue | Retail revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 56,956 | 63,420 | 127,904 | 140,657 |
Retail Electricity | New England | Retail revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 21,271 | 26,262 | 48,610 | 59,149 |
Retail Electricity | Mid-Atlantic | Retail revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 27,514 | 24,181 | 58,213 | 51,690 |
Retail Electricity | Midwest | Retail revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 6,518 | 6,819 | 13,827 | 14,958 |
Retail Electricity | Southwest | Retail revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 15,845 | 17,503 | 27,827 | 31,795 |
Retail Natural Gas | Retail revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 15,812 | 17,856 | 52,871 | 70,154 |
Retail Natural Gas | POR | Retail revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 7,177 | 7,300 | 26,646 | 32,354 |
Retail Natural Gas | Non-POR | Retail revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 8,635 | 10,556 | 26,225 | 37,800 |
Retail Natural Gas | Unbilled revenue | Retail revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | (4,195) | (6,381) | (6,491) | (14,037) |
Retail Natural Gas | Commercial | Billed Revenue | Retail revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 11,304 | 11,765 | 32,018 | 40,444 |
Retail Natural Gas | Residential | Billed Revenue | Retail revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 8,703 | 12,472 | 27,344 | 43,747 |
Retail Natural Gas | New England | Retail revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 1,572 | 1,154 | 6,197 | 5,067 |
Retail Natural Gas | Mid-Atlantic | Retail revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 5,912 | 5,929 | 21,167 | 25,275 |
Retail Natural Gas | Midwest | Retail revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | 2,107 | 2,515 | 9,478 | 12,320 |
Retail Natural Gas | Southwest | Retail revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Retail revenues | $ 6,221 | $ 8,258 | $ 16,029 | $ 27,492 |
Revenues - Accounts Receivable,
Revenues - Accounts Receivable, Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Current period credit loss provision | $ 1,321 | $ 1,888 |
Trade Accounts Receivable | ||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | (4,496) | |
Current period credit loss provision | (1,321) | |
Write-offs | 2,191 | |
Recovery of previous write-offs | (58) | |
Ending balance | $ (3,684) |
Equity - Schedule of Economic I
Equity - Schedule of Economic Interests (Details) - The Company | 3 Months Ended | 6 Months Ended |
Mar. 31, 2024 | Jun. 30, 2024 | |
Class of Stock [Line Items] | ||
Economic interest | 44.92% | 45.38% |
Affiliated Owners | ||
Class of Stock [Line Items] | ||
Economic interest | 55.08% | 54.62% |
Equity - Noncontrolling Interes
Equity - Noncontrolling Interest (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Equity [Abstract] | ||||
Net income before taxes allocated to non-controlling interest | $ 8,860 | $ 11,957 | $ 20,220 | $ 5,623 |
Less: Income tax expense allocated to non-controlling interest | 789 | 852 | 1,652 | 1,102 |
Net income attributable to non-controlling interests | $ 8,071 | $ 11,105 | $ 18,568 | $ 4,521 |
Equity - Narrative (Details)
Equity - Narrative (Details) - USD ($) $ / shares in Units, shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Payment of dividends to Class A common stockholders | $ 0 | $ 0 | $ 2,874,000 | |
Common Class B | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from computation of diluted earnings per share (in shares) | 4 | 4 | 4 | 4 |
NuDevco Retail Holdings and NuDevco Retail | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Distributions to affiliates | $ 0 | $ 3,600,000 | ||
Common Class A | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Payment of dividends to Class A common stockholders | $ 0 | $ 2,900,000 | ||
Dividends paid (in dollars per share) | $ 0.90625 |
Equity - Basic and Diluted Inco
Equity - Basic and Diluted Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Equity [Abstract] | ||||
Net income attributable to Via Renewables, Inc. stockholders | $ 7,624 | $ 7,981 | $ 16,191 | $ 7,794 |
Less: Dividend on Series A Preferred Stock | 2,713 | 2,640 | 5,423 | 5,184 |
Net income attributable to stockholders of Class A common stock, basic | 4,911 | 5,341 | 10,768 | 2,610 |
Net income attributable to stockholders of Class A common stock, diluted | $ 4,911 | $ 5,341 | $ 10,768 | $ 2,610 |
Basic weighted average Class A common shares outstanding (in shares) | 3,261 | 3,205 | 3,247 | 3,189 |
Basic income per share attributable to stockholders (in dollars per share) | $ 1.51 | $ 1.67 | $ 3.32 | $ 0.82 |
Effect of conversion of Class B common stock to shares of Class A common stock | $ 0 | $ 0 | $ 0 | $ 0 |
Diluted net income attributable to stockholders of Class A common stock | $ 4,911 | $ 5,341 | $ 10,768 | $ 2,610 |
Basic weighted average Class A common shares outstanding (in shares) | 3,261 | 3,205 | 3,247 | 3,189 |
Effect of dilutive Class B common stock (in shares) | 0 | 0 | 0 | 0 |
Diluted weighted average shares outstanding (in shares) | 3,261 | 3,205 | 3,247 | 3,189 |
Diluted income per share attributable to stockholders (in dollars per share) | $ 1.51 | $ 1.67 | $ 3.32 | $ 0.82 |
Equity - VIEs (Details)
Equity - VIEs (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 53,557 | $ 42,595 |
Other current assets | 8,071 | 6,567 |
Total current assets | 156,411 | 158,973 |
Non-current assets: | ||
Goodwill | 120,343 | 120,343 |
Other assets | 3,861 | 2,461 |
Total assets | 299,670 | 303,834 |
Current liabilities: | ||
Other current liabilities | 60 | 59 |
Total current liabilities | 52,936 | 79,996 |
Long-term liabilities: | ||
Long-term portion of Senior Credit Facility | 93,000 | 97,000 |
Total liabilities | 145,983 | 177,050 |
Variable Interest Entity, Primary Beneficiary | ||
Current assets: | ||
Cash and cash equivalents | 53,308 | 42,062 |
Accounts receivable | 48,942 | 62,548 |
Other current assets | 50,045 | 50,650 |
Total current assets | 152,295 | 155,260 |
Non-current assets: | ||
Goodwill | 120,343 | 120,343 |
Other assets | 13,374 | 11,351 |
Total non-current assets | 133,717 | 131,694 |
Total assets | 286,012 | 286,954 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 35,597 | 44,201 |
Other current liabilities | 55,865 | 71,994 |
Total current liabilities | 91,462 | 116,195 |
Long-term liabilities: | ||
Long-term portion of Senior Credit Facility | 93,000 | 97,000 |
Subordinated debt — affiliate | 0 | 0 |
Other long-term liabilities | 47 | 54 |
Total long-term liabilities | 93,047 | 97,054 |
Total liabilities | $ 184,509 | $ 213,249 |
Preferred Stock - Narrative (De
Preferred Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Apr. 15, 2022 | Apr. 14, 2022 | Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 27, 2024 | |
Class of Stock [Line Items] | ||||||
Payment of preferred stock dividends | $ 5,438 | $ 4,920 | ||||
Series A Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock dividend accrual rate | 6.578% | 8.75% | 26.161% | |||
Preferred stock, liquidation preference (in dollars per share) | $ 25 | |||||
Payment of preferred stock dividends | $ 2,700 | $ 5,400 | ||||
Dividend accrual | $ 2,700 | $ 2,700 | ||||
Series A Preferred Stock | Merger Agreement With Retailco | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, redemption price per share (in dollars per share) | $ 8.07 |
Preferred Stock - Summary of Pr
Preferred Stock - Summary of Preferred Equity Balance (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |
Beginning balance | $ 88,065 |
Accumulated dividends on Series A Preferred Stock | (15) |
Ending balance | $ 88,050 |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Collateral paid | $ 2 | $ 5.2 |
Derivative Instruments - Volume
Derivative Instruments - Volumetric Underlying Derivative Transactions (Details) - Buy MWh in Thousands, MMBTU in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 MMBTU MWh | Dec. 31, 2023 MMBTU MWh | |
Gain (loss) on non-trading derivatives, net | Natural Gas | ||
Derivatives, Fair Value [Line Items] | ||
Net notional volume (energy measure) | 4,823 | 6,254 |
Gain (loss) on non-trading derivatives, net | Electricity | ||
Derivatives, Fair Value [Line Items] | ||
Net notional volume (energy measure) | MWh | 1,035 | 1,029 |
Gain (loss) on trading derivatives, net | Natural Gas | ||
Derivatives, Fair Value [Line Items] | ||
Net notional volume (energy measure) | 443 | 1,016 |
Derivative Instruments - Gains
Derivative Instruments - Gains (Losses) on Derivative Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) on derivatives, net | $ 3,180 | $ (667) | $ (1,025) | $ (43,437) |
Total current period settlements on derivatives | 7,767 | 16,530 | 23,192 | 36,667 |
Gain (loss) on non-trading derivatives, net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) on derivatives, net | 3,160 | (40) | (1,136) | (42,809) |
Total current period settlements on derivatives | 7,683 | 16,146 | 22,925 | 36,269 |
Gain (loss) on trading derivatives, net | Non-cash Flow Hedging | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) on derivatives, net | 20 | (627) | 111 | (628) |
Total current period settlements on derivatives | $ 84 | $ 384 | $ 267 | $ 398 |
Derivative Instruments - Offset
Derivative Instruments - Offsetting Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Total Derivative Assets | ||
Offsetting Assets [Line Items] | ||
Gross Assets | $ 8,661 | $ 2,163 |
Gross Amounts Offset | (3,879) | (1,163) |
Net Assets | 4,782 | 1,000 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 4,782 | 1,000 |
Total Current Derivative Assets | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 7,809 | 1,990 |
Gross Amounts Offset | (3,530) | (1,081) |
Net Assets | 4,279 | 909 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 4,279 | 909 |
Non-trading commodity derivatives | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 7,125 | 1,926 |
Gross Amounts Offset | (3,291) | (1,046) |
Net Assets | 3,834 | 880 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 3,834 | 880 |
Trading commodity derivatives | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 684 | 64 |
Gross Amounts Offset | (239) | (35) |
Net Assets | 445 | 29 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 445 | 29 |
Total Non-current Derivative Assets | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 852 | 173 |
Gross Amounts Offset | (349) | (82) |
Net Assets | 503 | 91 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | 503 | 91 |
Non-trading commodity derivatives | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 852 | 173 |
Gross Amounts Offset | (349) | (82) |
Net Assets | 503 | 91 |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | $ 503 | 91 |
Trading commodity derivatives | ||
Offsetting Assets [Line Items] | ||
Gross Assets | 0 | |
Gross Amounts Offset | 0 | |
Net Assets | 0 | |
Cash Collateral Offset | 0 | |
Net Amount Presented | $ 0 |
Derivative Instruments - Offs_2
Derivative Instruments - Offsetting Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Total Derivative Liabilities | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | $ (8,772) | $ (30,575) |
Gross Amounts Offset | 3,608 | 6,198 |
Net Liabilities | (5,164) | (24,377) |
Cash Collateral Offset | 2,012 | 5,182 |
Net Amount Presented | (3,152) | (19,195) |
Total Current Derivative Liabilities | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (8,319) | (29,903) |
Gross Amounts Offset | 3,333 | 6,083 |
Net Liabilities | (4,986) | (23,820) |
Cash Collateral Offset | 1,881 | 4,679 |
Net Amount Presented | (3,105) | (19,141) |
Non-trading commodity derivatives | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (7,893) | (29,730) |
Gross Amounts Offset | 3,150 | 6,077 |
Net Liabilities | (4,743) | (23,653) |
Cash Collateral Offset | 1,881 | 4,679 |
Net Amount Presented | (2,862) | (18,974) |
Trading commodity derivatives | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (426) | (173) |
Gross Amounts Offset | 183 | 6 |
Net Liabilities | (243) | (167) |
Cash Collateral Offset | 0 | 0 |
Net Amount Presented | (243) | (167) |
Total Non-current Derivative Assets | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (453) | (672) |
Gross Amounts Offset | 275 | 115 |
Net Liabilities | (178) | (557) |
Cash Collateral Offset | 131 | 503 |
Net Amount Presented | (47) | (54) |
Non-trading commodity derivatives | ||
Offsetting Liabilities [Line Items] | ||
Gross Liabilities | (453) | (672) |
Gross Amounts Offset | 275 | 115 |
Net Liabilities | (178) | (557) |
Cash Collateral Offset | 131 | 503 |
Net Amount Presented | (47) | (54) |
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 | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 7,324 | $ 6,983 |
Accumulated depreciation | (2,418) | (2,273) |
Property and equipment—net | 4,906 | 4,710 |
Information technology | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 7,324 | $ 6,983 |
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 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | |||||
Depreciation expense | $ 0.3 | $ 0.3 | $ 0.6 | $ 0.7 | |
Information technology | |||||
Property, Plant and Equipment [Line Items] | |||||
Costs associated with assets not yet placed into service | $ 1.6 | $ 1.6 | $ 1.5 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Goodwill, Customer Relationships and Trademarks (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 120,343 | $ 120,343 |
Total | 2,923 | |
Customer Relationships— Acquired | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | 0 | 0 |
Customer relationships—Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,360 | 968 |
Accumulated amortization | (659) | (487) |
Total | 701 | 481 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 4,040 | 4,040 |
Accumulated amortization | (1,818) | (1,616) |
Total | $ 2,222 | $ 2,424 |
Intangible Assets - Changes in
Intangible Assets - Changes in Goodwill, Customer Relationships and Trademarks (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Goodwill [Roll Forward] | |
Balance at beginning of period | $ 120,343 |
Additions | 0 |
Amortization | 0 |
Balance at end of period | 120,343 |
Finite-lived Intangible Assets [Roll Forward] | |
Balance at end of period | 2,923 |
Customer Relationships— Other | |
Finite-lived Intangible Assets [Roll Forward] | |
Balance at beginning of period | 481 |
Additions | 391 |
Amortization | (171) |
Balance at end of period | 701 |
Trademarks | |
Finite-lived Intangible Assets [Roll Forward] | |
Balance at beginning of period | 2,424 |
Additions | 0 |
Amortization | (202) |
Balance at end of period | $ 2,222 |
Intangible Assets - Estimated F
Intangible Assets - Estimated Future Amortization Expense (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Year ending December 31, | |
2024 (remaining six months) | $ 504 |
2025 | 803 |
2026 | 404 |
2027 | 404 |
2028 | 404 |
> 5 years | 404 |
Total | $ 2,923 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 93,000 | $ 97,000 |
Total debt | 93,000 | 97,000 |
Letters of credit issued | $ 23,800 | $ 24,300 |
Senior Credit Facility | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 8.59% | 8.60% |
Senior Credit Facility | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 93,000 | $ 97,000 |
Subordinated Debt | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 0 | $ 0 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 6 Months Ended | ||||
Jun. 28, 2024 USD ($) | Jun. 27, 2024 | Oct. 31, 2021 USD ($) | Jun. 30, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Debt Instrument [Line Items] | |||||
Outstanding under subordinated note | $ 93,000,000 | $ 97,000,000 | |||
Via Renewables | W. Keith Maxwell III | |||||
Debt Instrument [Line Items] | |||||
Ownership percentage (in percent) | 51% | ||||
Subordinated Debt | Amended And Restated Subordinated Promissory Note | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (in percent) | 2% | ||||
Face amount | $ 25,000,000 | ||||
Minimum availability under the borrowing base | 5,000,000 | ||||
Outstanding under subordinated note | $ 0 | 0 | |||
Subordinated Debt | Minimum | Amended And Restated Subordinated Promissory Note | |||||
Debt Instrument [Line Items] | |||||
Subordinated debt, advances | 1,000,000 | ||||
Subordinated Debt | Maximum | Amended And Restated Subordinated Promissory Note | |||||
Debt Instrument [Line Items] | |||||
Subordinated debt, advances | $ 25,000,000 | ||||
Subordinated Debt | Prime Rate | Amended And Restated Subordinated Promissory Note | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (in percent) | 2% | ||||
Revolving Credit Facility | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Capitalized financing costs | 2,000,000 | 1,200,000 | |||
Capitalized financing costs, other current | 700,000 | 800,000 | |||
Capitalized financing costs, other non-current | 1,300,000 | $ 400,000 | |||
Subordinated debt—affiliate | $ 205,000,000 | ||||
Deferred debt issuance cost, writeoff | $ 100,000 | ||||
Interest rate, stated percentage (in percent) | 4% | ||||
Nonutilization fee, percent | 0.50% | ||||
Fixed charge coverage ratio | 1.71 | ||||
Leverage ratio | 3 | ||||
Debt default, material judgment (in excess of) | $ 5,000,000 | ||||
Revolving Credit Facility | Line of Credit | Minimum | |||||
Debt Instrument [Line Items] | |||||
Fixed charge coverage ratio | 1.10 | ||||
Revolving Credit Facility | Line of Credit | Maximum | |||||
Debt Instrument [Line Items] | |||||
Leverage ratio | 3 | 2.50 | 1.91 | ||
Revolving Credit Facility | Line of Credit | SOFR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (in percent) | 1% | ||||
Revolving Credit Facility | Line of Credit | SOFR | Minimum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (in percent) | 3.25% | ||||
Revolving Credit Facility | Line of Credit | SOFR | Maximum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (in percent) | 4.50% | ||||
Revolving Credit Facility | Line of Credit | Base Rate | Minimum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (in percent) | 2.25% | ||||
Revolving Credit Facility | Line of Credit | Base Rate | Maximum | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (in percent) | 3.50% | ||||
Revolving Credit Facility | Line of Credit | Federal Funds Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (in percent) | 0.50% |
Debt - Components of Interest E
Debt - Components of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Line of Credit Facility [Line Items] | ||||
Letters of credit fees and commitment fees | $ 337 | $ 461 | $ 721 | $ 864 |
Amortization of deferred financing costs | 312 | 207 | 518 | 413 |
Interest Expense | 1,743 | 2,447 | 3,672 | 5,144 |
Line of Credit | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Senior Credit Facility | 1,094 | 1,734 | 2,429 | 3,801 |
Other | ||||
Line of Credit Facility [Line Items] | ||||
Senior Credit Facility | $ 0 | $ 45 | $ 4 | $ 66 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Credit risk valuation adjustment | $ 100 | $ 300 |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 4,782 | 1,000 |
Total commodity derivative liabilities | (3,152) | (19,195) |
Recurring | Non-trading commodity derivative liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 4,337 | 971 |
Total commodity derivative liabilities | (2,909) | (19,028) |
Recurring | Trading commodity derivative liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 445 | 29 |
Total commodity derivative liabilities | (243) | (167) |
Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 0 | 0 |
Total commodity derivative liabilities | 0 | 0 |
Recurring | Level 1 | Non-trading commodity derivative liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 0 | 0 |
Total commodity derivative liabilities | 0 | 0 |
Recurring | Level 1 | Trading commodity derivative liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 0 | 0 |
Total commodity derivative liabilities | 0 | 0 |
Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 4,782 | 1,000 |
Total commodity derivative liabilities | (3,152) | (19,195) |
Recurring | Level 2 | Non-trading commodity derivative liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 4,337 | 971 |
Total commodity derivative liabilities | (2,909) | (19,028) |
Recurring | Level 2 | Trading commodity derivative liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 445 | 29 |
Total commodity derivative liabilities | (243) | (167) |
Recurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 0 | 0 |
Total commodity derivative liabilities | 0 | 0 |
Recurring | Level 3 | Non-trading commodity derivative liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 0 | 0 |
Total commodity derivative liabilities | 0 | 0 |
Recurring | Level 3 | Trading commodity derivative liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total commodity derivative assets | 0 | 0 |
Total commodity derivative liabilities | $ 0 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Related Party Transaction [Line Items] | ||||
Income tax rate | 17% | 21.50% | 18.60% | 20.80% |
NuDevco Retail Holdings and NuDevco Retail | ||||
Related Party Transaction [Line Items] | ||||
Deferred tax assets | $ 11.1 | $ 11.1 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | May 21, 2024 | Jun. 30, 2024 | Dec. 31, 2023 |
Notice of Violation and Assessment of Civil Penalty | |||
Loss Contingencies [Line Items] | |||
Settlement | $ 2 | ||
Indirect Tax Audits | |||
Loss Contingencies [Line Items] | |||
Contingent liabilities | $ 0.7 | $ 0.7 | |
Litigation and Regulatory Matters | |||
Loss Contingencies [Line Items] | |||
Contingent liabilities | $ 9.3 | $ 6.3 |
Transactions with Affiliates -
Transactions with Affiliates - Related Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Oct. 31, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Assets | ||||||
Total current assets | $ 156,411,000 | $ 156,411,000 | $ 158,973,000 | |||
Liabilities | ||||||
Total current liabilities | 52,936,000 | 52,936,000 | 79,996,000 | |||
Net NAO - affiliates | (531,000) | $ (1,359,000) | (2,128,000) | $ (4,632,000) | ||
Amended And Restated Subordinated Promissory Note | Subordinated Debt | ||||||
Liabilities | ||||||
Basis spread on variable rate (in percent) | 2% | |||||
Amended And Restated Subordinated Promissory Note | Subordinated Debt | Minimum | ||||||
Liabilities | ||||||
Subordinated debt, advances | $ 1,000,000 | |||||
Affiliated Entity | ||||||
Assets | ||||||
Accounts Receivable - affiliates | 4,795,000 | 4,795,000 | 4,683,000 | |||
Total current assets | 4,795,000 | 4,795,000 | 4,683,000 | |||
Liabilities | ||||||
Accounts Payable - affiliates | 269,000 | 269,000 | 472,000 | |||
Subordinated Debt - affiliates | 0 | 0 | 0 | |||
Total current liabilities | 269,000 | 269,000 | $ 472,000 | |||
Revenue NAO - affiliates | 126,000 | 333,000 | 608,000 | 2,617,000 | ||
Less: Cost of Revenue NAO - affiliates | 0 | 0 | 1,000 | 332,000 | ||
Net NAO - affiliates | $ 126,000 | $ 333,000 | $ 607,000 | $ 2,285,000 |
Transactions with Affiliates _2
Transactions with Affiliates - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 13, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Related Party Transaction [Line Items] | |||||
Contribution for cash settlement of merger | $ 643,000 | $ 0 | |||
Merger Agreement With Retailco | |||||
Related Party Transaction [Line Items] | |||||
Right to receive (in dollars per share) | $ 11 | ||||
Contribution for cash settlement of merger | $ 600,000 | ||||
Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Distributions to affiliates | $ 0 | $ 0 | 0 | 3,600,000 | |
Affiliated Entity | Allocated Overhead Costs | |||||
Related Party Transaction [Line Items] | |||||
Due to affiliates | 4,500,000 | 300,000 | 4,100,000 | 1,900,000 | |
Incremental costs | 300,000 | 400,000 | 600,000 | 800,000 | |
Affiliated Entity | Payment of Income Taxes Incurred by The Company | |||||
Related Party Transaction [Line Items] | |||||
Distributions to affiliates | $ 4,400,000 | $ 600,000 | $ 4,500,000 | $ 600,000 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting [Abstract] | ||||
Asset optimization revenue | $ 3.2 | $ 2.9 | $ 14.7 | $ 14.4 |
Asset optimization cost of revenues | $ 3.7 | $ 4.3 | $ 16.8 | $ 19 |
Segment Reporting - Financial D
Segment Reporting - Financial Data for Business Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Segment Reporting Information [Line Items] | |||||
Total revenues | $ 86,696 | $ 91,399 | $ 200,752 | $ 223,251 | |
Retail cost of revenues | 42,997 | 45,926 | 111,959 | 163,367 | |
Gross Profit (Loss) | 43,699 | 45,473 | 88,793 | 59,884 | |
Less: | |||||
Net asset optimization expense | (531) | (1,359) | (2,128) | (4,632) | |
Net, gain (loss) on non-trading derivative instruments | 3,180 | (667) | (1,025) | (43,437) | |
Current period settlements on non-trading derivatives | 7,767 | 16,530 | 23,192 | 36,667 | |
Retail Gross Margin | 33,387 | 30,726 | 69,132 | 71,056 | |
Total assets | 299,670 | 299,670 | $ 303,834 | ||
Goodwill | 120,343 | 120,343 | 120,343 | ||
Gain (loss) on non-trading derivatives, net | |||||
Less: | |||||
Net, gain (loss) on non-trading derivative instruments | 3,160 | (40) | (1,136) | (42,809) | |
Current period settlements on non-trading derivatives | 7,683 | 16,146 | 22,925 | 36,269 | |
Operating Segments | Retail Electricity (a) | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 71,148 | 74,765 | 148,477 | 157,592 | |
Retail cost of revenues | 37,127 | 37,612 | 86,258 | 118,442 | |
Gross Profit (Loss) | 34,021 | 37,153 | 62,219 | 39,150 | |
Less: | |||||
Net asset optimization expense | 0 | 0 | 0 | 0 | |
Retail Gross Margin | 25,311 | 22,994 | 44,222 | 43,463 | |
Total assets | 1,742,416 | 1,742,416 | 1,613,642 | ||
Goodwill | 117,813 | 117,813 | 117,813 | ||
Operating Segments | Retail Electricity (a) | Gain (loss) on non-trading derivatives, net | |||||
Less: | |||||
Net, gain (loss) on non-trading derivative instruments | 2,607 | 254 | (1,229) | (35,841) | |
Current period settlements on non-trading derivatives | 6,103 | 13,905 | 19,226 | 31,528 | |
Operating Segments | Retail Natural Gas | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 15,812 | 17,856 | 52,871 | 70,154 | |
Retail cost of revenues | 5,663 | 8,263 | 24,866 | 44,874 | |
Gross Profit (Loss) | 10,149 | 9,593 | 28,005 | 25,280 | |
Less: | |||||
Net asset optimization expense | 0 | 0 | 0 | 0 | |
Retail Gross Margin | 8,016 | 7,646 | 24,213 | 27,507 | |
Total assets | 82,340 | 82,340 | 48,303 | ||
Goodwill | 2,530 | 2,530 | 2,530 | ||
Operating Segments | Retail Natural Gas | Gain (loss) on non-trading derivatives, net | |||||
Less: | |||||
Net, gain (loss) on non-trading derivative instruments | 553 | (294) | 93 | (6,968) | |
Current period settlements on non-trading derivatives | 1,580 | 2,241 | 3,699 | 4,741 | |
Corporate and Other | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | (264) | (1,222) | (596) | (4,495) | |
Retail cost of revenues | 207 | 51 | 835 | 51 | |
Gross Profit (Loss) | (471) | (1,273) | (1,431) | (4,546) | |
Less: | |||||
Net asset optimization expense | (531) | (1,359) | (4,632) | ||
Retail Gross Margin | 60 | 86 | 697 | 86 | |
Total assets | 302,803 | 302,803 | 301,892 | ||
Goodwill | 0 | 0 | 0 | ||
Corporate and Other | Gain (loss) on non-trading derivatives, net | |||||
Less: | |||||
Net, gain (loss) on non-trading derivative instruments | 0 | 0 | 0 | 0 | |
Current period settlements on non-trading derivatives | 0 | 0 | 0 | 0 | |
Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 0 | 0 | 0 | 0 | |
Retail cost of revenues | 0 | 0 | 0 | 0 | |
Gross Profit (Loss) | 0 | 0 | 0 | 0 | |
Less: | |||||
Net asset optimization expense | 0 | 0 | 0 | 0 | |
Retail Gross Margin | 0 | 0 | 0 | 0 | |
Total assets | (1,827,889) | (1,827,889) | (1,660,003) | ||
Goodwill | 0 | 0 | $ 0 | ||
Eliminations | Gain (loss) on non-trading derivatives, net | |||||
Less: | |||||
Net, gain (loss) on non-trading derivative instruments | 0 | 0 | 0 | 0 | |
Current period settlements on non-trading derivatives | $ 0 | $ 0 | $ 0 | $ 0 |
Customer Acquisitions (Details)
Customer Acquisitions (Details) - Residential Customer Equivalent $ in Millions | 1 Months Ended | 6 Months Ended |
Apr. 30, 2024 USD ($) kWh | Jun. 30, 2024 USD ($) kWh | |
Asset Acquisition [Line Items] | ||
Residential customer equivalents (kwh) | kWh | 12,556 | 3,600 |
Payments to acquire assets | $ 2.3 | |
Escrow deposit | $ 2.3 |
Stock Compensation - Narrative
Stock Compensation - Narrative (Details) - USD ($) | 6 Months Ended | ||
Jun. 13, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Contribution for cash settlement of merger | $ 643,000 | $ 0 | |
Merger Agreement With Retailco | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Right to receive (in dollars per share) | $ 11 | ||
Contribution for cash settlement of merger | $ 600,000 | ||
Stock based compensation expense | 2,400,000 | ||
Stock compensation accelerated expense | $ 1,700,000 | ||
Long-Term Incentive Plan ("LTIP") | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock based compensation, shares authorized (in shares) | 2,750,000 | ||
RSUs | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock based compensation expense | $ 2,300,000 | ||
Stock compensation accelerated expense | $ 1,600,000 | ||
RSUs | Nonemployee | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
RSUs | Minimum | Employee | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
RSUs | Maximum | Employee | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Equity Classified RSUs | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of shares, vested (in shares) | 88,004 | ||
Granted (in shares) | 16,000 | ||
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation | 54,121 | ||
Stock offering purchase shares (in shares) | 33,883 | ||
Stock based compensation expense not yet recognized | $ 0 | ||
Liability Classified RSUs | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock based compensation expense | 100,000 | ||
Stock compensation accelerated expense | $ 100,000 | ||
Number of shares, vested (in shares) | 7,588 | ||
Granted (in shares) | 0 | ||
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation | 0 | ||
Stock offering purchase shares (in shares) | 7,588 | ||
Stock based compensation expense not yet recognized | $ 0 | ||
CIC RSUs | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock compensation accelerated expense | $ 200,000 | ||
Number of shares, vested (in shares) | 16,465 |
Stock Compensation - Restricted
Stock Compensation - Restricted Stock Unit Activity (Details) | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Equity Classified RSUs | |
Number of Shares (in thousands) | |
Unvested at December 31, 2023 (in shares) | shares | 136,000 |
Granted (in shares) | shares | 16,000 |
Dividend reinvestment issuances (in shares) | shares | 0 |
Vested (in shares) | shares | (88,004) |
Forfeited (in shares) | shares | (64,000) |
Unvested at June 30, 2024 (in shares) | shares | 0 |
Weighted Average Grant Date Fair Value | |
Unvested at December 31, 2023 (in dollars per share) | $ / shares | $ 23,210 |
Granted (in dollars per share) | $ / shares | 11 |
Dividend reinvestment issuances (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 10.96 |
Forfeited (in dollars per share) | $ / shares | 11 |
Unvested at June 30, 2024 (in dollars per share) | $ / shares | $ 0 |
Liability Classified RSUs | |
Number of Shares (in thousands) | |
Unvested at December 31, 2023 (in shares) | shares | 17,000 |
Granted (in shares) | shares | 0 |
Dividend reinvestment issuances (in shares) | shares | 0 |
Vested (in shares) | shares | (7,588) |
Forfeited (in shares) | shares | (9,000) |
Unvested at June 30, 2024 (in shares) | shares | 0 |
Weighted Average Grant Date Fair Value | |
Unvested at December 31, 2023 (in dollars per share) | $ / shares | $ 9,400 |
Granted (in dollars per share) | $ / shares | 0 |
Dividend reinvestment issuances (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 10.96 |
Forfeited (in dollars per share) | $ / shares | 11 |
Unvested at June 30, 2024 (in dollars per share) | $ / shares | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) | Jul. 17, 2024 $ / shares |
Subsequent Event | Series A Preferred Stock | |
Subsequent Event [Line Items] | |
Dividends declaration per share of preferred stock (in dollars per share) | $ 0.75881 |