VIA Announces Adjournment of Special Meeting of Shareholders to June 7, 2024 at 10:00 AM Central Time to Allow Additional Time for Shareholders to Vote “FOR” the Merger

HOUSTON, TX / ACCESSWIRE / May 23, 2024 / Via Renewables, Inc. (“Via Renewables” or the “Company”) (NASDAQ:VIA; VIASP), an independent retail energy services company, announced today that it convened its Special Meeting of Shareholders on May 23, 2024, and a proposal to adjourn the meeting was approved in order to provide shareholders with additional time to vote on the Merger Proposal. The Special Meeting will be reconvened on June 7, 2024 at 10:00 AM Central Time exclusively via live webcast at www.virtualshareholdermeeting.com/VIA2024SM. The matters of business before the reconvened Special Meeting will be to approve the Merger Proposal and the Compensation Proposal. Capitalized terms used but not defined in this communication have the meanings given to them in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 28, 2024 under Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Shareholders have thus far strongly supported the Merger Proposal and the Compensation Proposal. While the votes FOR the Merger Proposal easily satisfied the majority of issued and outstanding shares of common stock standard of approval required by Delaware law, such votes did not satisfy the “majority of the minority” vote requirement set forth in the merger agreement, which is a non-waivable condition requiring that the Merger Proposal be approved by a majority of the holders of the issued and outstanding shares of the Company’s Class A and Class B common stock at the close of business on March 25, 2024 (the “Record Date”), other than shares (i) held (a) by the Company or any subsidiary of the Company, or (b) held or beneficially owned by William Keith Maxwell, III and any person or entity controlled by Mr. Maxwell, including Parent, Merger Sub and NuDevco Retail, LLC (the “Excluded Shares”); and (ii) any shares held by any (a) member of the Company’s Board of Directors, (b) any “officer” of the Company (as defined by Rule 16a-1(f) under the Exchange Act), and (c) any immediate family members of the foregoing individuals” (the “Insider Shares”). At the time the Special Meeting was convened on May 23, 2024, (i) over 81% of the issued and outstanding shares of the Company’s Class A and Class B common stock, at the close of business on the Record Date, voted FOR the Merger Proposal, (ii) over 44% of the issued and outstanding shares of the Company’s Class A and Class B common stock, other than Excluded Shares and Insider Shares, at the close of business on the Record Date, voted FOR the Merger Proposal, and (iii) over 78% of the votes cast by holders of shares of the Company’s Class A and Class B common stock, other than Excluded Shares and Insider Shares, at the close of business on the Record Date, voted FOR the Merger Proposal.

The record date for determining Class A common stock and Class B common stock shareholders eligible to vote on the Merger Proposal and Compensation Proposal at the reconvened Special Meeting remains March 25, 2024.

The Company strongly encourages any eligible shareholder that has not yet voted their shares, or provided voting instructions to their broker or other record holders, to do so promptly. No action is required by any shareholder who has previously delivered a proxy card and who does not wish to change their vote.

How Shareholders Can Vote:

Shareholders are encouraged to cast their vote promptly FOR the Merger Proposal and Compensation Proposal without further delay. If you are a holder of record of Class A common stock or Class B common stock, you can ensure that your shares are voted at the reconvened Special Meeting by submitting your proxy via:

  • telephone, using the toll-free number listed on your proxy and voting instructions card.
  • the Internet, at the address provided on your proxy and voting instruction card; or
  • mail, by completing, signing, dating and mailing your proxy card and voting instruction card and returning it in the pre-paid envelope provided.

If you have more questions about the Merger, or require assistance in submitting your proxy or voting your shares or need additional copies of the Company’s definitive proxy statement or the proxy and voting instruction card, please contact Alliance Advisors, LLC, who is acting as the proxy solicitor in connection with the Merger.

Alliance Advisors, LLC
200 Broadacres Drive, Suite 300
Bloomfield, NJ 07003
Toll-Free: (866) 612-8434
Email: VIA@AllianceAdvisors.com

If your broker, bank or other nominee holds your shares, you can also call your broker, bank or other nominee for additional information.

About Via Renewables, Inc.

Via Renewables, Inc. is an independent retail energy services company founded in 1999 that provides residential and commercial customers in competitive markets across the United States with an alternative choice for natural gas and electricity. Headquartered in Houston, Texas, Via Renewables currently operates in 105 utility service territories across 20 states and the District of Columbia. Via Renewables offers its customers a variety of product and service choices, including stable and predictable energy costs and green product alternatives.

We use our website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Investors should note that new materials, including press releases, updated investor presentations, and financial and other filings with the Securities and Exchange Commission are posted on the Via Renewables Investor Relations website at https://viarenewables.com/. Investors are urged to monitor our website regularly for information and updates about the Company.

Additional Information and Where to Find It

More detailed and updated information regarding the Merger and Transactions is set forth in the Definitive Proxy Statement and other materials filed or to be filed with the SEC in connection with the Merger. Shareholders can obtain the Definitive Proxy Statement, any amendments or supplements to the Definitive Proxy Statement and other documents filed by the Company with the SEC for no charge at the SEC’s website at www.sec.gov. Copies are also available at no charge at the Company’s website at http://www.viarenewables.com. SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT MATERIALS IN THEIR ENTIRETY BEFORE MAKING A VOTING DECISION AS THEY CONTAIN IMPORTANT INFORMATION.

Participants in the Solicitation

The Company, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the Merger and Transactions. Information regarding the ownership of the Company’s directors and executive officers in the Company’s Common Stock is included in its SEC filings on Forms 3, 4, and 5, which can be found through the Company’s website (http://www.viarenewables.com), or through the SEC’s website at www.sec.gov. More detailed and updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, are set forth in the Definitive Proxy Statement and other materials filed with the SEC in connection with the Merger.

Cautionary Note Regarding Forward Looking Statements

This communication contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond the Company’s control. These forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, can be identified by the use of forward-looking terminology including “may,” “should,” “could,” “likely,” “will,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “plan,” “intend,” “project,” or other similar words. All statements, other than statements of historical fact, included in this communication related to the Merger, including its timing and effects, conditions to closing and approval requirements, are forward looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it cannot give any assurance that such expectations will prove correct.

The forward-looking statements in this communication are subject to risks and uncertainties. Important factors that could cause actual results to materially differ from those projected in the forward-looking statements include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or change in vote recommendation; the inability to complete the proposed Merger due to the failure to obtain shareholder approval for the proposed Merger or the failure to satisfy other conditions to completion of the proposed Merger; the failure of the proposed Merger to close for any other reason; risks related to disruption of management’s attention from the Company’s ongoing business operations due to the transactions contemplated by the Merger Agreement, including the Merger; the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted against the Company and others relating to the Merger Agreement or otherwise; the risk that the pendency of the proposed Merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the pendency of the proposed Merger; the effect of the announcement of the proposed Merger on the Company’s relationships with its contractual counterparties, operating results and business generally; and the amount of the costs, fees, expenses and charges related to the proposed Merger.

Additional factors that may cause results to differ materially from those described in the forward-looking statements are set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, under the heading “Item 1A. Risk Factors,” and in subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

You should review the risk factors and other factors noted throughout this communication that could cause the Company’s actual results to differ materially from those contained in any forward-looking statement. All forward-looking statements speak only as of the date of this communication. Unless required by law, the Company disclaims any obligation to publicly update or revise these statements whether as a result of new information, future events or otherwise. It is not possible for the Company to predict all risks, nor can it assess the impact of all factors on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

For further information, please contact:

Contact:
Via Renewables, Inc.

Investors:
Stephen Rabalais, 832-200-3727

Media:
Kira Jordan, 832-255-7302

View source version on accesswire.com:

https://www.accesswire.com/866694/via-announces-adjournment-of-special-meeting-of-shareholders-to-june-7-2024-at-1000-am-central-time-to-allow-additional-time-for-shareholders-to-vote-for-the-merger

ISS and Glass Lewis Recommend Votes “FOR” The Merger And All Proposals At Upcoming Special Meeting of Shareholders; FERC Approval for Merger Obtained

HOUSTON, TX / ACCESSWIRE / May 14, 2024 / Via Renewables, Inc. (“Via Renewables” or the “Company“) (NASDAQ:VIA; VIASP), an independent retail energy services company, announced today that leading independent proxy advisory firms Institutional Shareholder Services, Inc. (“ISS“) and Glass Lewis & Co. (“Glass Lewis“) have both recommended that the Company’s shareholders vote “FOR” each of: (1) the approval of the Agreement and Plan of Merger, dated as of December 29, 2023 (the “Merger Agreement“), by and among the Company, Retailco, LLC, a Texas limited liability company (“Parent“), and NuRetailco LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Merger Sub“) (the “Merger Proposal“), pursuant to which Merger Sub would merge with and into the Company with the Company surviving the merger, following which all of the issued and outstanding shares of the Company’s Class A common stock, par value $0.01 per share (the “Class A Common Stock“), would be acquired by Parent for $11.00 per share in cash (except for the shares of Class A Common Stock held or beneficially owned by (i) (a) the Company or any subsidiary of the Company, or (b) William Keith Maxwell, III and any person or entity controlled by Mr. Maxwell, including Parent, Merger Sub and NuDevco Retail, LLC, and (ii) any holder of record of Class A Common Stock who did not vote in favor of the Merger Proposal and is entitled to demand and validly demands appraisal of such shares of Class A Common Stock pursuant to, and complies in all respects with, Section 262 of the General Corporation Law of the State of Delaware; and (2) the approval, on a non-binding, advisory basis, of the compensation that may become payable to the Company’s named executive officers in connection with the Merger.

In its May 10, 2024 report, ISS noted[1]:

  • “The merger consideration represents a premium of 17.0 percent over the price on the day prior to the announcement, and a premium of 51.3 percent over the stock price two months prior to the announcement. [. . . ] Investors reacted positively to the announcement, driving the VIA share price up by 14.1 percent to close at $10.73 per share, compared to a 0.8percent rise in the S&P 600 Electric Utilities Index on the same day. VIA shares have appreciated by 16.1 percent since the announcement through May 6, 2024, 11.6 percentage points above the S&P 600 Electric Utilities Index over the same period. The outperformance against the index indicates a potential downside risk of non-approval.”
  • “A vote FOR this transaction is warranted. The board appears to have taken reasonable steps to mitigate potential conflicts of interest and, although the sales process did not include either a formal auction or a market check process, the special committee negotiated a go-shop period following the transaction announcement during which it received no further bids. Further, the cash form of consideration provides liquidity and certainty of value and there is a potential downside risk to non-approval.”
  • “Support is warranted for the golden parachute proposal as cash severance is double trigger and no excise tax gross-ups are payable.”

[1] Permission to use quotes neither sought nor obtained.

On May 10, 2024, the Federal Energy Regulatory Agency (“FERC“) also approved the Merger. FERC’s approval satisfies one of the conditions necessary to the closing of the Merger, which remains subject to the satisfaction and/or waiver of the remaining conditions.

The Special Meeting of Shareholders will be held at 10:00 AM, Central Time, on Thursday, May 23, 2024. Shareholders of record as of March 25, 2024 will be able to attend the Special Meeting, vote, and submit your questions during the Special Meeting via live webcast by visiting https://url.us.m.mimecastprotect.com/s/PNCRC4xkpmc7y5ZYujKOlN?domain=virtualshareholdermeeting.com. To attend the Special Meeting via live webcast, you must have your sixteen-digit control number that is shown on the proxy card accompanying the enclosed proxy statement. You will not be able to attend the Special Meeting in person.

About Via Renewables, Inc.

Via Renewables, Inc. is an independent retail energy services company founded in 1999 that provides residential and commercial customers in competitive markets across the United States with an alternative choice for natural gas and electricity. Headquartered in Houston, Texas, Via Renewables currently operates in 105 utility service territories across 20 states and the District of Columbia. Via Renewables offers its customers a variety of product and service choices, including stable and predictable energy costs and green product alternatives.

We use our website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Investors should note that new materials, including press releases, updated investor presentations, and financial and other filings with the Securities and Exchange Commission are posted on the Via Renewables Investor Relations website at https://url.us.m.mimecastprotect.com/s/2KnWC68mrohGEmRVu9m4I6?domain=viarenewables.com. Investors are urged to monitor our website regularly for information and updates about the Company.

Additional Information and Where to Find It

More detailed and updated information regarding the Merger and Transactions is set forth in the Definitive Proxy Statement and other materials filed or to be filed with the SEC in connection with the Merger. Shareholders can obtain the Definitive Proxy Statement, any amendments or supplements to the Definitive Proxy Statement and other documents filed by the Company with the SEC for no charge at the SEC’s website at https://url.us.m.mimecastprotect.com/s/AoU6C73nv8FWvNrEukI-tw?domain=sec.gov. Copies are also available at no charge at the Company’s website at https://url.us.m.mimecastprotect.com/s/Ia8lC82ow8uwlqmOI4TjmE?domain=viarenewables.com. SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT MATERIALS IN THEIR ENTIRETY BEFORE MAKING A VOTING DECISION AS THEY CONTAIN IMPORTANT INFORMATION.

Participants in the Solicitation

The Company, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the Merger and Transactions. Information regarding the ownership of the Company’s directors and executive officers in the Company’s Common Stock is included in its SEC filings on Forms 3, 4, and 5, which can be found through the Company’s website (https://url.us.m.mimecastprotect.com/s/Ia8lC82ow8uwlqmOI4TjmE?domain=viarenewables.com), or through the SEC’s website at https://url.us.m.mimecastprotect.com/s/AoU6C73nv8FWvNrEukI-tw?domain=sec.gov. More detailed and updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, are set forth in the Definitive Proxy Statement and other materials filed with the SEC in connection with the Merger.

Cautionary Note Regarding Forward Looking Statements

This communication contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond the Company’s control. These forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, can be identified by the use of forward-looking terminology including “may,” “should,” “could,” “likely,” “will,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “plan,” “intend,” “project,” or other similar words. All statements, other than statements of historical fact, included in this communication related to the Merger, including its timing and effects, conditions to closing and approval requirements, are forward looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it cannot give any assurance that such expectations will prove correct.

The forward-looking statements in this communication are subject to risks and uncertainties. Important factors that could cause actual results to materially differ from those projected in the forward-looking statements include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or change in vote recommendation; the inability to complete the proposed Merger due to the failure to obtain shareholder approval for the proposed Merger or the failure to satisfy other conditions to completion of the proposed Merger; the failure of the proposed Merger to close for any other reason; risks related to disruption of management’s attention from the Company’s ongoing business operations due to the transactions contemplated by the Merger Agreement, including the Merger; the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted against the Company and others relating to the Merger Agreement or otherwise; the risk that the pendency of the proposed Merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the pendency of the proposed Merger; the effect of the announcement of the proposed Merger on the Company’s relationships with its contractual counterparties, operating results and business generally; and the amount of the costs, fees, expenses and charges related to the proposed Merger.

Additional factors that may cause results to differ materially from those described in the forward-looking statements are set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, under the heading “Item 1A. Risk Factors,” and in subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

You should review the risk factors and other factors noted throughout this communication that could cause the Company’s actual results to differ materially from those contained in any forward-looking statement. All forward-looking statements speak only as of the date of this communication. Unless required by law, the Company disclaims any obligation to publicly update or revise these statements whether as a result of new information, future events or otherwise. It is not possible for the Company to predict all risks, nor can it assess the impact of all factors on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

For further information, please contact:

Contact: Via Renewables, Inc.

Investors:
Stephen Rabalais, 832-200-3727

Media:
Kira Jordan, 832-255-7302

SOURCE: Via Renewables, Inc.

Via Renewables, Inc. Reports First Quarter 2024 Financial Results

HOUSTON, May 1, 2024 (ACCESSWIRE) — Via Renewables, Inc. (“Via Renewables” or the “Company”) (NASDAQ: VIA, VIASP), an independent retail energy services company, today reported financial results for the quarter ended March 31, 2024.

Key Highlights

  • Achieved $19.1 million in Net Income and $15.1 million in Adjusted EBITDA for the first quarter
  • Achieved $45.1 million in Gross Profit and $35.7 million in Retail Gross Margin for the first quarter
  • Total RCE count of 338,000 as of March 31, 2024, up from 335,000 as of December 31, 2023
  • Average monthly attrition of 3.9%

“In the first quarter commodity prices remained relatively stable and we experienced milder than normal weather. We ended the quarter with 338k RCEs, up from 335k at the end of 2023 despite higher attrition. Elevated attrition was expected because it is a side effect of increased sales activity. We added approximately 41,000 RCEs in the first quarter and had an average attrition of 3.9%,” said Keith Maxwell, Via Renewables’ President and Chief Executive Officer.

Summary First Quarter 2024 Financial Results

Net Income for the quarter ended March 31, 2024, was $19.1 million compared to Net Loss of $(6.8) million for the quarter ended March 31, 2023. The increase, compared to the prior year, was largely the result of a gain in the mark-to-market on our hedges and lower depreciation, interest and net asset optimization expenses. The increase in Net Income was partially offset by increases in income tax and G&A expense.

For the quarter ended March 31, 2024, Via Renewables reported Adjusted EBITDA of $15.1 million compared to Adjusted EBITDA of $18.8 million for the quarter ended March 31, 2023. The decrease was primarily driven by lower Electric and Natural Gas Retail Gross Margin, partially offset by an increase in G&A and CAC spend compared to the first quarter of 2023.

For the quarter ended March 31, 2024, Via Renewables reported Gross Profit of $45.1 million compared to Gross Profit of $14.4 million for the quarter ended March 31, 2023. The increase, compared to the prior year, was primarily the result of a gain in the mark-to-market of our hedges.

For the quarter ended March 31, 2024, Via Renewables reported Retail Gross Margin of $35.7 million compared to Retail Gross Margin of $40.3 million for the quarter ended March 31, 2023. Lower volumes and unit margins resulted in a decrease in our Natural Gas Retail Gross Margin. Lower unit margins partially offset by higher volumes resulted in a decrease in our Electric Retail Gross Margin.

 

Liquidity and Capital Resources

($ in thousands) March 31, 2024
Cash and cash equivalents $                           50,423
Senior Credit Facility Availability (1)                              52,592
Subordinated Debt Facility Availability (2)                              25,000
Total Liquidity $                          128,015

(1) Reflects amount of Letters of Credit that could be issued based on existing covenants as of March 31, 2024.

(2) The availability of the Subordinated Facility is dependent on our Founder’s discretion.

 

Dividend

On April 17, 2024, we declared a dividend in the amount of $0.76051 per share for the Series A Preferred Stock for the first quarter of 2024. Dividends on Series A Preferred Stock will be paid on July 15, 2024 to holders of record on July 1, 2024.

Business Outlook

Mr. Maxwell concluded, “We’re pleased to announce that in the second quarter we entered into an agreement to acquire approximately 12,500 RCEs in our existing markets. These adds will be accretive to our bottom line beginning in the second quarter of this year. While we are excited about the continued success of our organic sales channels, we always welcome the opportunity to add valued customers through tuck-in acquisitions.”

Conference Call and Webcast

Via will host a conference call to discuss First Quarter 2024 results on Thursday, May 2, 2024, at 10:00 AM Central Time (11:00 AM Eastern).

A live webcast of the conference call can be accessed from the Events page of the Via Renewables Investor Relations website at https://viarenewables.com/. An archived replay of the webcast will be available for twelve months following the live presentation.

About Via Renewables, Inc.

Via Renewables, Inc. is an independent retail energy services company founded in 1999 that provides residential and commercial customers in competitive markets across the United States with an alternative choice for natural gas and electricity. Headquartered in Houston, Texas, Via Renewables currently operates in 105 utility service territories across 20 states and the District of Columbia. Via Renewables offers its customers a variety of product and service choices, including stable and predictable energy costs and green product alternatives.

We use our website as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Investors should note that new materials, including press releases, updated investor presentations, and financial and other filings with the Securities and Exchange Commission are posted on the Via Renewables Investor Relations website at  https://viarenewables.com/. Investors are urged to monitor our website regularly for information and updates about the Company.

Cautionary Note Regarding Forward Looking Statements

This earnings release contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. These forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), can be identified by the use of forward-looking terminology including “may,” “should,” “could,” “likely,” “will,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “plan,” “intend,” “project,” or other similar words. All statements, other than statements of historical fact, included in this earnings release are forward-looking statements. The forward-looking statements include statements regarding the impacts of Winter Storm Uri, cash flow generation and liquidity, business strategy, prospects for growth and acquisitions, outcomes of legal proceedings, the timing, availability, ability to pay and implied amount of cash dividends and distributions on our Class A common stock and Series A Preferred Stock, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans, objectives, beliefs of management, availability and terms of capital, competition, government regulation and general economic conditions. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot give any assurance that such expectations will prove correct.

The forward-looking statements in this earnings release are subject to risks and uncertainties. Important factors that could cause actual results to materially differ from those projected in the forward-looking statements include, but are not limited to:

  • the ultimate impact of the Winter Storm Uri, including future benefits or costs related to ERCOT market securitization efforts, and any corrective action by the State of Texas, ERCOT, the Railroad Commission of Texas, or the Public Utility Commission of Texas;
  • changes in commodity prices, the margins we achieve and interest rates;
  • the sufficiency of risk management and hedging policies and practices;
  • the impact of extreme and unpredictable weather conditions, including hurricanes, heat waves and other natural disasters;
  • federal, state and local regulations, including the industry’s ability to address or adapt to potentially restrictive new regulations that may be enacted by public utility commissions;
  • our ability to borrow funds and access credit markets;
  • restrictions and covenants in our debt agreements and collateral requirements;
  • credit risk with respect to suppliers and customers;
  • our ability to acquire customers and actual attrition rates;
  • changes in costs to acquire customers;
  • accuracy of billing systems;
  • our ability to successfully identify, complete, and efficiently integrate acquisitions into our operations;
  • significant changes in, or new changes by, the independent system operators (“ISOs”) in the regions we operate;
  • competition;
  • our ability to successfully obtain the requisite shareholder approval of and to consummate the merger and transactions contemplated by the Merger Agreement and other risks related thereto, including but not limited to, the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, the failure to satisfy other conditions to completion of the proposed merger, the failure of the proposed merger to close for any other reason, the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted against us and others relating to the Merger Agreement or otherwise, the amount of the costs, fees, expenses and charges related to the proposed merger, the effect of the announcement of the proposed merger on our relationships with our contractual counterparties, operating results and business generally, the risk that the pendency of the proposed merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the pendency of the proposed merger, risks related to disruption of management’s attention from our ongoing business operations due to the merger and transactions contemplated by the Merger Agreement; and
  • the “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, and other public filings and press releases.

You should review the risk factors and other factors noted throughout this earnings release that could cause our actual results to differ materially from those contained in any forward-looking statement. All forward-looking statements speak only as of the date of this earnings release. Unless required by law, we disclaim any obligation to publicly update or revise these statements whether as a result of new information, future events or otherwise. It is not possible for us to predict all risks, nor can we assess the impact of all factors on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

For further information, please contact:

Investor Relations: 

Stephen Rabalais,

832-200-3727

Media Relations: 

Kira Jordan,

832-255-7302

 

 

 

VIA RENEWABLES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

 

Three Months Ended March 31,
2024 2023
Revenues:
Retail revenues $          114,388 $          135,125
Net asset optimization expense               (1,597)               (3,273)
Other revenue                 1,265                      —
Total Revenues             114,056             131,852
Operating Expenses:
Retail cost of revenues               68,962             117,441
General and administrative               17,333               17,225
Depreciation and amortization                 2,040                 3,336
Total Operating Expenses               88,335             138,002
Operating income (loss)               25,721               (6,150)
Other (expense):
Interest expense               (1,929)               (2,697)
Interest and other income                      24                      80
Total other expenses               (1,905)               (2,617)
Income (loss) before income tax expense               23,816               (8,767)
Income tax expense (benefit)                 4,752               (1,996)
Net income (loss) $            19,064 $            (6,771)
Less: Net income (loss) attributable to non-controlling interests               10,497               (6,584)
Net income (loss) attributable to Via Renewables, Inc. stockholders $              8,567 $               (187)
Less: Dividend on Series A Preferred Stock                 2,710                 2,544
Net income (loss) attributable to stockholders of Class A common stock $              5,857 $            (2,731)
Net income (loss) attributable to Via Renewables, Inc. per share of Class A common stock
       Basic $                1.81 $              (0.86)
       Diluted $                1.81 $              (1.26)
Weighted average shares of Class A common stock outstanding
       Basic                 3,233                 3,173
       Diluted                 3,233                 7,173

 

Selected Balance Sheet Data
(in thousands) March 31, 2024 December 31, 2023
Cash and cash equivalents $                              50,423 $                               42,595
Working capital                                 91,292                                  78,977
Total assets                               302,662                                303,834
Total debt                                 91,000                                   97,000
Total liabilities                               159,149                                 177,050
Total stockholders’ equity                                 53,181                                   46,600

 

Selected Cash Flow Data
Three Months Ended March 31,
(in thousands) 2024 2023
Cash flows provided by operating activities $                             17,099 $                            13,060
Cash flows used in investing activities                                  (450)                                  (374)
Cash flows used in financing activities                                (8,821)                                (2,875)

 

Operating Segment Results
(in thousands, except volume and per unit operating data) Three Months Ended March 31,
2024 2023
Retail Electricity Segment
Total Revenues $                 77,329 $                 82,827
Retail Cost of Revenues                    49,131                    80,830
Less: Net gain (loss) on non-trading derivatives, net of cash settlements                      9,287                  (18,472)
Retail Gross Margin (1) — Electricity $                 18,911 $                 20,469
Volumes — Electricity (MWhs)                  504,307                  456,277
Retail Gross Margin (2) — Electricity per MWh $                   37.50 $                   44.86
Retail Natural Gas Segment
Total Revenues $                 37,059 $                 52,298
Retail Cost of Revenues                    19,203                    36,611
Less: Net gain (loss) on non-trading derivatives, net of cash settlements                      1,659                    (4,174)
Retail Gross Margin (1) — Gas $                 16,197 $                 19,861
Volumes — Gas (MMBtus)               4,252,945               4,547,826
Retail Gross Margin (2) — Gas per MMBtu $                     3.81 $                     4.37

(1) Reflects the Retail Gross Margin attributable to our Retail Electricity Segment or Retail Natural Gas Segment, as applicable. Retail Gross Margin is a non-GAAP financial measure. See “Reconciliation of GAAP to Non-GAAP Measures” for a reconciliation of Retail Gross Margin to most directly comparable financial measures presented in accordance with GAAP.

(2) Reflects the Retail Gross Margin for the Retail Electricity Segment or Retail Natural Gas Segment, as applicable, divided by the total volumes in MWh or MMBtu, respectively.

 

Reconciliation of GAAP to Non-GAAP Measures

Adjusted EBITDA

We define “Adjusted EBITDA” as EBITDA less (i) customer acquisition costs incurred in the current period, plus or minus (ii) net (loss) gain on derivative instruments, and (iii) net current period cash settlements on derivative instruments, plus (iv) non-cash compensation expense, and (v) other non-cash and non-recurring operating items. EBITDA is defined as net income (loss) before the provision for income taxes, interest expense and depreciation and amortization. This conforms to the calculation of Adjusted EBITDA in our Senior Credit Facility.

We deduct all current period customer acquisition costs (representing spending for organic customer acquisitions) in the Adjusted EBITDA calculation because such costs reflect a cash outlay in the period in which they are incurred, even though we capitalize and amortize such costs over two years. We do not deduct the cost of customer acquisitions through acquisitions of businesses or portfolios of customers in calculating Adjusted EBITDA.

We deduct our net gains (losses) on derivative instruments, excluding current period cash settlements, from the Adjusted EBITDA calculation in order to remove the non-cash impact of net gains and losses on these instruments. We also deduct non-cash compensation expense that results from the issuance of restricted stock units under our long-term incentive plan due to the non-cash nature of the expense.

We adjust from time to time other non-cash or unusual and/or infrequent charges due to either their non-cash nature or their infrequency. We have historically included the financial impact of weather variability in the calculation of Adjusted EBITDA.

We believe that the presentation of Adjusted EBITDA provides information useful to investors in assessing our liquidity and financial condition and results of operations and that Adjusted EBITDA is also useful to investors as a financial indicator of our ability to incur and service debt, pay dividends and fund capital expenditures. Adjusted EBITDA is a supplemental financial measure that management and external users of our consolidated financial statements, such as industry analysts, investors, commercial banks and rating agencies, use to assess the following:

  • our operating performance as compared to other publicly traded companies in the retail energy industry, without regard to financing methods, capital structure, historical cost basis and specific items not reflective of ongoing operations;
  • the ability of our assets to generate earnings sufficient to support our proposed cash dividends;
  • our ability to fund capital expenditures (including customer acquisition costs) and incur and service debt; and
  • our compliance with financial debt covenants in our Senior Credit Facility.

 

Retail Gross Margin

We define retail gross margin as gross profit less (i) net asset optimization revenues (expenses), (ii) net gains (losses) 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). Retail gross margin is included as a supplemental disclosure because it is a primary performance measure used by our management to determine the performance of our retail natural gas and electricity segments as a result of recurring operations. As an indicator of our retail energy business’s operating performance, retail gross margin should not be considered an alternative to, or more meaningful than, gross profit, its most directly comparable financial measure calculated and presented in accordance with GAAP.

We believe retail gross margin provides information useful to investors as an indicator of our retail energy business’s operating performance.

The GAAP measures most directly comparable to Adjusted EBITDA are net income (loss) and net cash provided by (used in) operating activities. The GAAP measure most directly comparable to Retail Gross Margin is gross profit. Our non-GAAP financial measures of Adjusted EBITDA and Retail Gross Margin should not be considered as alternatives to gross profit. Adjusted EBITDA and Retail Gross Margin are not presentations made in accordance with GAAP and have limitations as analytical tools. You should not consider Adjusted EBITDA or Retail Gross Margin in isolation or as a substitute for analysis of our results as reported under GAAP. Because Adjusted EBITDA and Retail Gross Margin exclude some, but not all, items that affect gross profit, and are defined differently by different companies in our industry, our definition of Adjusted EBITDA and Retail Gross Margin may not be comparable to similarly titled measures of other companies.

Management compensates for the limitations of Adjusted EBITDA and Retail Gross Margin as analytical tools by reviewing the comparable GAAP measures, understanding the differences between the measures and incorporating these data points into management’s decision-making process.

 

The following tables present a reconciliation of Adjusted EBITDA to net income (loss) and net cash provided by operating activities for each of the periods indicated.

     Reconciliation of Adjusted EBITDA to net income (loss):
Three Months Ended March 31,
(in thousands) 2024 2023
Net income (loss) $                  19,064 $                  (6,771)
Depreciation and amortization                       2,040                       3,336
Interest expense                       1,929                       2,697
Income tax expense (benefit)                       4,752                     (1,996)
EBITDA                     27,785                     (2,734)
Less:
Net, loss on derivative instruments                     (4,205)                   (42,770)
Net cash settlements on derivative instruments                     15,425                     20,137
Customer acquisition costs                       2,444                       1,773
       Plus:
       Non-cash compensation expense                          514                          685
Merger agreement expense                          433                             —
Adjusted EBITDA $                   15,068 $                   18,811

 

 

Reconciliation of Adjusted EBITDA to net cash provided by operating activities:
Three Months Ended March 31,
(in thousands) 2024 2023
Net cash provided by operating activities $                      17,099 $                    13,060
Amortization of deferred financing costs                            (206)                          (206)
Bad debt expense                            (304)                          (955)
Interest expense                           1,929                         2,697
Income tax expense (benefit)                           4,752                       (1,996)
Merger agreement expense                              433                               —
Changes in operating working capital
Accounts receivable, prepaids, current assets                          (7,273)                     (14,075)
Inventory                          (1,761)                       (3,849)
Accounts payable and accrued liabilities                            2,216                       21,587
Other                          (1,817)                         2,548
Adjusted EBITDA $                        15,068 $                     18,811
Cash Flow Data:
Net cash provided by operating activities $                        17,099 $                    13,060
Net cash used in investing activities $                          (450) $                       (374)
Net cash used in financing activities $                        (8,821) $                     (2,875)

 

 

The following table presents a reconciliation of Retail Gross Margin to Gross Profit for each of the periods indicated.

Reconciliation of Retail Gross Margin to Gross Profit
Three Months Ended March 31,
(in thousands) 2024 2023
Total Revenue $               114,056 $               131,852
Less:
Retail cost of revenues                    68,962                  117,441
Gross Profit $                 45,094 $                 14,411
Less:
Net asset optimization expense                    (1,597)                    (3,273)
Loss on non-trading derivative instruments                    (4,296)                  (42,769)
Cash settlements on non-trading derivative instruments                    15,242                    20,123
Retail Gross Margin $                 35,745 $                 40,330
Retail Gross Margin – Retail Electricity Segment $                 18,911 $                 20,469
Retail Gross Margin – Retail Natural Gas Segment $                 16,197 $                 19,861
Retail Gross Margin – Other $                      637 $                         —

 

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