Category: Press Releases

HOUSTON, June 27, 2024 – Via Renewables, Inc. (“Via Renewables” or the “Company”) (NASDAQ: VIASP), an independent retail energy services company, announced today that it has provided notice (the “Notice”) to holders of its 8.75% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”) of 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.

As a result of the closing of 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, LLC, a Texas limited liability company (“Parent”), and NuRetailco LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub was merged with and into the Company (the “Merger”), holders of the Company’s Series A Preferred Stock are provided an optional Conversion Right.

As described in the Notice, the Conversion Right provides holders with an option to convert their shares of Series A Preferred Stock into $8.07 per share in cash. The Conversion Right is optional at the holder’s election. A holder may choose to exercise its Conversion Right in whole or in part, or may elect not to exercise its Conversion Right at all, in which case the holder’s shares of Series A Preferred Stock will remain outstanding. The closing price of the Series A Preferred Stock on June 26, 2024 was $24.04 per share.

Holders will have until July 26, 2024 to exercise their Conversion Right, and the Company expects to settle any exercises on the third business day thereafter, or July 31, 2024.

A copy of the Notice is available as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on the date hereof.

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 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 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 communication related to the Conversion Right, including its timing and effects, 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 outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted against the Company and others relating to the Merger, Conversion Right or otherwise, operating results and business generally; and the amount of the costs, fees, expenses and charges related to the foregoing.

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/882820/via-renewables-inc-announces-optional-conversion-rights-for-series-a-preferred-stock-for-807-per-share-in-cash

HOUSTON, TX / ACCESSWIRE / June 13, 2024 / Via Renewables, Inc. (“Via Renewables” or the “Company”) (NASDAQ:VIA)(NASDAQ:VIASP), an independent retail energy services company, announced today the completion of the merger (the “Merger”) contemplated by the previously announced 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”), 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 (the “Surviving Corporation”), following which William Keith Maxwell, III and his affiliates became the registered or beneficial owners of all of the shares of the Surviving Corporation’s issued and outstanding (a) Class A common stock, par value $0.01 per share (the “Class A Common Stock”) and (b) Class B common stock, par value $0.01 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”).

The Merger, originally announced on January 2, 2024, was approved by the Company’s shareholders at a special meeting held on June 7, 2024. The Merger became effective at 4:15 p.m. Eastern Time on June 13, 2024 (the “Effective Time”). Under the terms of the Merger Agreement, at the Effective Time:

• each outstanding share of Class A Common Stock was canceled and converted into the right to receive $11.00 in cash per share, without interest (the “Merger Consideration”) other than shares of Class A Common Stock: (i) (a) held by the Company or any subsidiary of the Company, or (b) held or beneficially owned by Mr. Maxwell and any person or entity controlled by Mr. Maxwell, including Parent, Merger Sub and NuDevco Retail, LLC (such shares described in (i)(a) and (i)(b), the “Excluded Shares”), and (ii) shares of Class A Common Stock held by any holder of record of Class A Common Stock who did not vote in favor of the Merger and demanded appraisal of such shares of Class A Common Stock pursuant to, and complied in all respects with, Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”) (the “Dissenting Shares”);
• all Excluded Shares (other than the shares of Class A Common Stock held or beneficially owned by Mr. Maxwell and any person or entity controlled by Mr. Maxwell, including Parent, Merger Sub and NuDevco Retail, LLC (the “Maxwell Shares”)) were canceled without payment of any consideration thereof;
• each Dissenting Share was canceled and converted into the right to receive payment of such amounts that are payable in accordance with Section 262 of the DGCL and have no right to receive the Merger Consideration, unless and until such shareholder loses, waives or withdraws its rights as a dissenting shareholder;
• each Maxwell Share issued and outstanding immediately prior to the Effective Time was unchanged and remains issued and outstanding as Class A Common Stock of the Surviving Corporation;
• each share of Class B Common Stock issued and outstanding immediately prior to the Effective Time was unchanged and remains issued and outstanding as Class B Common Stock of the Surviving Corporation;
• all of the (i) the outstanding restricted stock units of the Company (the “Company RSUs”), other than the restricted stock units of the Company held by Mr. Maxwell (the “Maxwell RSUs”), all of which were held by current and former employees and directors of the Company, including its executive officers, were, by virtue of the Merger and without any action by Parent, Merger Sub, the Company or the holders of such Company RSUs, canceled, extinguished and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the Merger Consideration multiplied by (b) the total number of shares of Common Stock underlying the Company RSUs, and (ii) Maxwell RSUs were, by virtue of the Merger and without any action by Parent, Merger Sub, the Company or the holder of such Maxwell RSUs, canceled and extinguished, and no consideration was delivered or will be deliverable therefor;
• each share of the Company’s 8.75% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”) issued and outstanding immediately prior to the Effective Time was unchanged and remains issued and outstanding as preferred stock of the Surviving Corporation; and
• each share of capital stock of Merger Sub was converted into and represent one fully-paid and nonassessable share of Class A Common Stock, such that, following the Effective Time, Parent is the holder of all of the issued and outstanding shares of Class A Common Stock (other than the Maxwell Shares).

As a result of the completion of the Merger, the Class A Common Stock became privately held and will be delisted from and will no longer trade on the Nasdaq Global Select Market (“NASDAQ”) effective at the close of trading on June 13, 2024. At the Effective Time, each holder of outstanding shares of Class A Common Stock, other than the Maxwell Shares, ceased to have any rights as a shareholder of the Company other than the right to receive the Merger Consideration (or in the case of Dissenting Shares, the right to receive payment of such amounts that are payable in accordance with Section 262 of the DGCL, unless and until such shareholder loses, waives or withdraws its rights as a dissenting shareholder). The Company intends to file with the Securities and Exchange Commission a notice on Form 15 of termination of registration of the Class A Common Stock. The Merger did not have any impact on the registration of the Series A Preferred Stock under the Exchange Act or the continued listing of the Series A Preferred Stock on NASDAQ.

Shareholders will soon receive a letter of transmittal and instructions for use in effecting the surrender of any stock certificates (or effective affidavits of loss in lieu thereof), book-entry shares and/or such other documents as may be required in exchange for the Merger Consideration. Shareholders should wait to receive the letter of transmittal before surrendering their share certificates. Shareholders of the Company that hold shares in street name will receive the Merger Consideration in their brokerage or similar accounts.

B. Riley Securities, Inc. served as the sole financial advisor to the Special Committee. Jones Walker LLP served as legal counsel to the Special Committee. Mr. Maxwell, Parent and Merger Sub were advised by their own financial advisors and legal counsel, Cokinos | Young.

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 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 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 communication related to the Merger, including its timing and effects, 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 failure to pay the Merger Consideration; the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted against the Company and others relating to the Merger or otherwise; the effect of the announcement of the completed 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 foregoing.

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

https://www.accesswire.com/877057/via-renewables-inc-announces-completion-of-merger

HOUSTON, June 7, 2024 – Via Renewables, Inc. (“Via Renewables” or the “Company”) (NASDAQ: VIA; VIASP), an independent retail energy services company, announced today that at its special meeting of shareholders held earlier today, the Company’s shareholders voted, among other things, in favor of the proposals to: (i) approve 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”); and (ii) approve, by non-binding, advisory vote, compensation that may become payable to the Company’s name executive officers in connection with the Merger (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”).

The Merger Proposal was approved by (1) approximately 83.3% 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”) and (2) approximately 51.0% of the holders of the issued and outstanding shares of the Company’s Class A and Class B common stock on 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 (as defined below) and NuDevco Retail, LLC; and (ii) 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 Compensation Proposal was approved, on a non-binding, advisory basis, by approximately 94.7% of the shares of Class A and Class B common stock present, in person or by proxy, and entitled to vote on the matter at the Special Meeting. A proposal to adjourn the Special Meeting to solicit additional proxies was not needed because there were sufficient votes to obtain the shareholder votes required by the Merger Agreement. The parties expect to consummate the Transactions, including the Merger, as promptly as practicable and prior to the end of the second quarter of this year.

If completed, the proposed merger would result in the Class A common stock being de-listed on NASDAQ. Each share of the Company’s 8.75% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share, that was issued and outstanding prior to the effective time of the Merger will be unaffected by the Merger, will remain outstanding and will continue to be listed on NASDAQ following completion of the Merger.

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 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 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 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; the failure to satisfy all 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/873068/via-renewables-inc-shareholders-vote-to-approve-merger-and-related-matters-at-special-meeting

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

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.

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		$                         —

 

View source version on accesswire.com:

Via Renewables, Inc. Reports First Quarter 2024 Financial Results (accesswire.com)

HOUSTON, TX / ACCESSWIRE / April 22, 2024 / Via Renewables, Inc. (“Via Renewables” or the “Company”) (NASDAQ: VIA), an independent retail energy services company, announced today that it plans to present its first quarter 2024 financial results in a conference call and webcast on Thursday, May 2, 2024 at 10:00 AM Central (11:00 AM Eastern).

A live webcast of the conference call can be accessed from the Events & Presentations page of the Via Renewables Investor Relations website at 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 their natural gas and electricity under our well-established and well-regarded brands, including Spark Energy, Major Energy, Provider Power, and Verde Energy. Headquartered in Houston, Texas, Via Renewables currently operates in 20 states and serves 105 utility territories. 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 ViaRenewables.com. Investors are urged to monitor our website regularly for information and updates about the Company.

 

Contact: Via Renewables, Inc.

Investors:

Stephen Rabalais, 832-200-3727

Media:

Kira Jordan, 832-255-7302

 

 

View source version on accesswire.com:

Via Renewables, Inc. to Present First Quarter 2024 Financial Results on Thursday, May 2, 2024 (accesswire.com)

HOUSTON, April 17, 2024 (ACCESSWIRE) – Via Renewables, Inc. (“Via Renewables” or the “Company”) (NASDAQ: VIA; VIASP), an independent retail energy services company, announced today that, in accordance with the terms of the 8.75% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock (“Series A Preferred Stock”) of the Company, the Board of Directors has declared a quarterly cash dividend in the amount of $0.76051 per share on the Series A Preferred Stock. The dividend will be paid on July 15, 2024 to holders of record of Via Renewables’ Series A Preferred Stock on July 1, 2024. The floating rate period for the Series A Preferred Stock began on April 15, 2022.

In accordance with the Adjustable Interest Rate (LIBOR) Act (the “LIBOR Act”) and the final regulations promulgated pursuant thereto by the Board of Governors of the Federal Reserve System (“Board”), the LIBOR Act specifies that the replacement benchmark rate on the Series A Preferred Stock following Three-Month LIBOR’s end of publication on June 30, 2023 is Three-Month CME Term SOFR, as administered by CME Group Benchmark Administration, Ltd. (or any successor administrator), plus a tenor spread adjustment of 0.26161%.

The Company previously elected to suspend its common stock dividend.

 

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 their natural gas and electricity under our well-established and well-regarded brands, including Spark Energy, Major Energy, Provider Power, and Verde Energy. Headquartered in Houston, Texas, Via Renewables currently operates in 20 states and serves 105 utility territories. 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 ViaRenewables.com. Investors are urged to monitor our website regularly for information and updates about the Company.

 

Cautionary Note Regarding Forward Looking Statements

This press 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,” “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 press release are forward-looking statements. The forward-looking statements include statements regarding the impacts of the 2021 severe weather event, cash flow generation and liquidity, business strategy, prospects for growth and acquisitions, outcomes of legal proceedings, ability to pay and 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 of 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 press 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 2021 severe weather event, 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, 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 in our other public filings and press releases.

You should review the risk factors and other factors noted throughout this press 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 press 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.

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/854164/via-renewables-inc-announces-dividend-on-preferred-stock

HOUSTON, February 28, 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 year ended December 31, 2023.

Key Business Highlights

• Recorded $(0.9) million in Net Loss and $13.3 million in Adjusted EBITDA for the fourth quarter
• Achieved $25.4 million in Gross Profit and $33.7 million in Retail Gross Margin for the fourth quarter
• Achieved $26.1 million in Net Income and $56.9 million in Adjusted EBITDA for the year ended 2023
• Achieved $124.4 million in Gross Profit and $136.7 million in Retail Gross Margin for the year ended 2023
• Average monthly attrition of 4%
• Total liquidity of $116.0 million as of December 31, 2023

 

“We finished the year with higher Net Income and Adjusted EBITDA compared to the prior year due to favorable market conditions. Our organic sales channels have performed well and we were able to stay on top of attrition and slightly grow the book for the year,” said Keith Maxwell, Via Renewables’ Chief Executive Officer.

 

Summary Fourth Quarter 2023 Financial Results

 

Net Loss for the quarter ended December 31, 2023, was $(0.9) million, which included a $(6.2) million mark-to-market loss on our hedges. This compares to a Net Loss of $(27.5) million for the quarter ended December 31, 2022, which included a $(37.9) million mark-to-market loss for the hedges. The primary drivers of the $26.6 million decrease in Net Loss were the $31.7 million reduction in mark-to-market loss on our hedges, partially offset by a $6.8 million increase in Income Tax Expense.

For the quarter ended December 31, 2023, Via Renewables reported Adjusted EBITDA of $13.3 million compared to Adjusted EBITDA of $12.6 million for the quarter ended December 31, 2022. The increase in Adjusted EBITDA was due to an increase in Retail Gross Margin and an add back related to cost associated with the pending merger transaction. This was mostly offset by increased net asset optimization expense, customer acquisition spend and G&A expense.

For the quarter ended December 31, 2023, Via Renewables reported Gross Profit of $25.4 million compared to Gross Loss of $(7.1) million for the quarter ended December 31, 2022. The increase was mainly due to a mark-to-market gain on our hedges.

For the quarter ended December 31, 2023, Via Renewables reported Retail Gross Margin of $33.7 million compared to Retail Gross Margin of $31.9 million for the quarter ended December 31, 2022. This increase was attributable to higher natural gas unit margins, partially offset by both lower natural gas volumes and electric unit margins.

Summary Full Year 2023 Financial Results

Net Income for the year ended December 31, 2023, was $26.1 million compared to Net Income of $11.2 million for the year ended December 31, 2022. The increase compared to the prior year was primarily the result of a $21.8 million increase in Retail Gross Margin combined with a $13.1 million reduction in the mark-to-market value of our hedges. We had a $(4.9) million mark-to-market loss this year compared to a mark-to-market loss of $(18.0) million a year ago. We also had a $7.6 million decrease in depreciation expense. The increase was partially offset by a $9.6 million one-time add back to Retail Gross Margin in 2022 for the 2021 winter storm Uri, a $4.7 million increase in income tax expense, and a $2.1 million increase in interest expense.

For the year ended December 31, 2023, Via Renewables reported Adjusted EBITDA of $56.9 million compared to Adjusted EBITDA of $51.8 million for the year ended December 31, 2022. The increase was the result of a $21.8 million increase in Retail Gross Margin partially offset by a one-time add back for the 2021 winter storm Uri which resulted in a $4.4 million increase in Adjusted EBITDA in 2022. We also reported increases in net asset optimization expense, G&A expense and customer acquisition cost.

For the year ended December 31, 2023, Via Renewables reported Gross Profit of $124.4 million compared to Gross Profit of $103.4 million for the year ended December 31, 2022. The increase was primarily due to a gain in the mark-to-market value of our hedges. It was partially offset by a $9.6 million add back in 2022 related to winter storm Uri and an increase in net asset optimization expense.

For the year ended December 31, 2023, Via Renewables reported Retail Gross Margin of $136.7 million compared to Retail Gross Margin of $114.8 million for the year ended December 31, 2022. The increase was primarily attributable to higher unit margins due to lower commodity prices. This was partially offset by lower volumes for both our electricity and natural gas segments due to mild weather and a smaller book in the first half of the year compared to 2022.

Liquidity and Capital Resources

	December 31,
($ in thousands)	2023
Cash and cash equivalents	$                           42,595
Senior Credit Facility Availability (1)	48,395
Subordinated Debt Facility Availability (2)	25,000
Total Liquidity	$                         115,990

(1)   Reflects amount of Letters of Credit that could be issued based on existing covenants as of December 31, 2023.

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

Dividend

On January 17, 2024, we declared a  dividend in the amount of $0.75960 per share to holders of record of the Series A Preferred Stock for the fourth quarter of 2023. Dividends on Series A Preferred Stock will be paid on April 15, 2024 to holders of record as of April 1, 2024.

Business Outlook

Mr. Maxwell concluded, “Our business does well in normal market conditions and weather patterns. 2023 was a mild year in terms of weather aside from the ERCOT summer, in which we were able to mitigate the impact of those months through our hedging strategy. We hope to see similar outcomes in 2024. We’ll continue to target organic growth by offering attractive products and services to our customers while also keeping the door open for any potential tuck-in acquisitions.”

Conference Call and Webcast

Via Renewables will host a conference call to discuss fourth quarter and full year 2023 results on Thursday, February 29, 2024, at 10:00 AM Central Time (11:00 AM Eastern).

A live webcast of the conference call can be accessed from the Events & Presentations page of the Via Renewables 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,” “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 the 2021 severe weather event, cash flow generation and liquidity, business strategy, prospects for growth and acquisitions, outcomes of legal proceedings, ability to pay and 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 of 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 2021 severe weather event, 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 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 BALANCE SHEETS

 AS OF DECEMBER 31, 2023 AND DECEMBER 31, 2022

(in thousands, except share counts)

 

	December 31, 2023			December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$                     42,595			$                     33,658
Restricted cash	—			1,693
Accounts receivable, net of allowance for credit losses of $4,496 and $4,335 as of December 31, 2023 and 2022, respectively	63,246			81,466
Accounts receivable—affiliates	4,683			6,455
Inventory	3,124			4,405
Fair value of derivative assets	909			1,632
Customer acquisition costs, net	5,154			3,530
Customer relationships, net	342			2,520
Deposits	6,897			10,568
Renewable energy credit asset	25,456			24,251
Other current assets	6,567			8,749
Total current assets	158,973			178,927
Property and equipment, net	4,710			4,691
Fair value of derivative assets	91			666
Customer acquisition costs, net	1,835			1,683
Customer relationships, net	139			481
Deferred tax assets	15,282			20,437
Goodwill	120,343			120,343
Other assets	2,461			3,722
Total Assets	$                   303,834			$                   330,950
Liabilities, Series A Preferred Stock and Stockholders’ Equity
Current liabilities:
Accounts payable	$                     29,524			$                     53,296
Accounts payable—affiliates	472			265
Accrued liabilities	15,094			8,431
Renewable energy credit liability	15,706			13,722
Fair value of derivative liabilities	19,141			16,132
Other current liabilities	59			322
Total current liabilities	79,996			92,168
Long-term liabilities:
Fair value of derivative liabilities	54			2,715
Long-term portion of Senior Credit Facility	97,000			100,000
Subordinated debt—affiliate	—			20,000
Other long-term liabilities	—			18
Total liabilities	177,050			214,901
Commitments and contingencies
Series A Preferred Stock, par value $0.01 per share, 20,000,000 shares authorized, 3,567,543 shares issued and outstanding at December 31, 2023 and December 31, 2022	88,065			87,713
Stockholders’ equity:
Common Stock :
Class A common stock, par value $0.01 per share, 120,000,000 shares authorized, 3,261,620 shares issued and 3,232,701 shares outstanding at December 31, 2023 and 3,200,472 shares issued and 3,171,553 shares outstanding at December 31, 2022	32			32
Class B common stock, par value $0.01 per share, 60,000,000 shares authorized, 4,000,000 issued and outstanding at December 31, 2023 and  December 31, 2022	40			40
Additional paid-in capital	40,002			42,871
Accumulated other comprehensive loss	(40)			(40)
Retained earnings	8,972			2,073
Treasury stock, at cost, 28,919 and 28,918 at December 31, 2023 and December 31, 2022	(2,406)			(2,406)
Total stockholders’ equity	46,600			42,570
Non-controlling interest in Spark HoldCo, LLC	(7,881)			(14,234)
Total equity	38,719			28,336
Total Liabilities, Series A Preferred Stock and stockholders’ equity	$                   303,834			$                   330,950

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

VIA RENEWABLES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)                                                            FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 and 2021 

(in thousands, except per share data)

	Year Ended December 31,
	2023		2022		2021
Revenues:
Retail revenues	$           439,360		$           462,815		$           397,728
Net asset optimization expense	(7,326)		(2,322)		(4,243)
Other revenue	3,158		—		—
Total revenues	435,192		460,493		393,485
Operating expenses:
Retail cost of revenues	310,744		357,096		323,219
General and administrative	68,874		61,933		44,279
Depreciation and amortization	9,102		16,703		21,578
Total operating expenses	388,720		435,732		389,076
Operating income	46,472		24,761		4,409
Other (expense)/income:
Interest expense	(9,334)		(7,204)		(4,926)
Interest and other income	109		129		370
Total other (expense)/income	(9,225)		(7,075)		(4,556)
Income (loss) before income tax expense	37,247		17,686		(147)
Income tax expense	11,142		6,483		5,266
Net income (loss)	$             26,105		$             11,203		$              (5,413)
Less: Net income (loss) attributable to non-controlling interest	11,130		3,625		(9,146)
Net income (loss) attributable to Via Renewables, Inc. stockholders	$             14,975		$                7,578		$                3,733
Less: Dividend on Series A preferred stock	10,619		8,054		7,804
Net income (loss) attributable to stockholders of Class A common stock	$                4,356		$                 (476)		$              (4,071)
Other comprehensive income (loss), net of tax:
Comprehensive income (loss)	$             26,105		$             11,203		$              (5,413)
Less: Comprehensive income (loss) attributable to non-controlling interest	11,130		3,625		(9,146)
Comprehensive income attributable to Via Renewables, Inc. stockholders	$             14,975		$                7,578		$                3,733
Net income (loss) attributable to Via Renewables, Inc. per share of Class A common stock
Basic	$                  1.36		$                (0.15)		$                (1.35)
Diluted	$                  1.36		$                (0.15)		$                (1.35)
Weighted average shares of Class A common stock outstanding
Basic	3,211		3,156		3,026
Diluted	3,211		3,156		3,026

 

 

 

 

 

 

 

VIA RENEWABLES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS                                                                                                                               FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 and 2021 

(in thousands)

 

	Year Ended December 31,
	2023		2022		2021
Cash flows from operating activities:
Net income (loss)	$               26,105		$               11,203		$               (5,413)
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities:
Depreciation and amortization expense	9,102		16,703		21,578
Deferred income taxes	5,154		1,962		5,507
Stock based compensation	2,295		3,252		3,448
Amortization of deferred financing costs	825		1,125		997
Bad debt expense	3,442		6,865		445
Gain (loss) on derivatives, net	71,493		(17,821)		(21,200)
Current period cash settlements on derivatives, net	(66,632)		35,643		15,692
Other	196		26		—
Changes in assets and liabilities:
Decrease (increase) in accounts receivable	14,777		(21,620)		3,229
Decrease (increase) in accounts receivable – affiliates	1,772		(2,636)		1,234
Decrease (increase) in inventory	1,281		(2,423)		(486)
Increase in customer acquisition costs	(6,736)		(5,870)		(1,415)
(Increase) decrease in prepaid and other current assets	610		(10,475)		654
Decrease (increase) in other assets	854		(502)		(190)
(Decrease) increase in accounts payable and accrued liabilities	(15,149)		2,707		(10,213)
Increase (decrease) in accounts payable—affiliates	207		(226)		(335)
Decrease in other current liabilities	(264)		(1,597)		(705)
Decrease in other non-current liabilities	(17)		(109)		(152)
Decrease in intangible assets—customer acquisitions	—		—		27
Net cash provided by operating activities	49,315		16,207		12,702
Cash flows from investing activities:
Purchases of property and equipment	(1,435)		(2,153)		(2,713)
Acquisition of Customers	—		(4,718)		(3,797)
Net cash used in investing activities	(1,435)		(6,871)		(6,510)
Cash flows from financing activities:
Borrowings on notes payable	377,000		289,000		774,000
Payments on notes payable	(380,000)		(324,000)		(739,000)
Net (paydown) borrowings on subordinated debt facility	(20,000)		20,000		—
Restricted stock vesting	(186)		(663)		(1,329)
Payment of dividends to Class A common stockholders	(2,874)		(11,461)		(10,987)
Payment of distributions to non-controlling unitholders	(4,308)		(14,553)		(17,436)
Payment of Preferred Stock dividends	(10,268)		(7,628)		(7,804)
Net cash used in financing activities	(40,636)		(49,305)		(2,556)
Increase (decrease) in Cash and cash equivalents and Restricted Cash	7,244		(39,969)		3,636
Cash and cash equivalents and Restricted cash—beginning of period	35,351		75,320		71,684
Cash and cash equivalents and Restricted cash—end of period	$               42,595		$               35,351		$               75,320
Supplemental Disclosure of Cash Flow Information:
Non-cash items:
Property and equipment purchase accrual	$                     (4)		$                     (4)		$                   (38)
Cash paid (received) during the period for:
Interest	$                8,636		$                5,561		$                3,754
Taxes	$                3,425		$                   865		$               (1,788)

VIA RENEWABLES, INC.

OPERATING SEGMENT RESULTS

FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 and 2021

(in thousands, except volume and per unit operating data)

(unaudited)

	Year Ended December 31,
	2023		2022		2021
	(in thousands, except volume and per unit operating data)
Retail Electricity Segment
Total Revenues	$                 328,466		$                 352,750		$                 322,594
Retail Cost of Revenues	240,979		275,701		284,794
Less: Net (Losses) Gains on non-trading derivatives, net of cash settlements	(79)		(15,265)		6,194
Non-recurring event – winter storm Uri	—		9,565		(64,403)
Retail Gross Margin (1) —Electricity	$                   87,566		$                   82,749		$                   96,009
Volumes—Electricity (MWhs) (3)	2,008,947		2,433,906		2,677,681
Retail Gross Margin (2) (4) —Electricity per MWh	$                     43.59		$                     34.00		$                     35.86
Retail Natural Gas Segment
Total Revenues	$                 110,894		$                 110,065		$                   75,134
Retail Cost of Revenues	68,202		81,395		38,425
Less: Net (Losses) Gains on non-trading derivatives, net of cash settlements	(4,797)		(3,396)		184
Retail Gross Margin (1) —Gas	$                   47,489		$                   32,066		$                   36,525
Volumes—Gas (MMBtus)	11,252,862		11,558,952		8,611,285
Retail Gross Margin (2) —Gas per MMBtu	$                       4.22		$                       2.77		$                       4.24

(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.

(3) Excludes volumes (8,402 MWhs) related to winter storm Uri impact for the year ended December 31, 2021.

(4) Retail Gross Margin – Electricity per MWh excludes winter storm Uri impact.

 

 

 

 

 

 

 

 

 

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 will continue this historical approach, but during the first quarter of 2021 we incurred a net pre-tax financial loss of $64.9 million due to winter storm Uri. This loss was incurred due to uncharacteristic extended sub-freezing temperatures across Texas combined with the impact of the pricing caps ordered by ERCOT. We believe this event is unusual, infrequent, and non-recurring in nature.

 

As our Senior Credit Facility is considered a material agreement and Adjusted EBITDA is a key component of our material covenants, we consider our covenant compliance to be material to the understanding of our financial condition and/or liquidity. Our lenders under our Senior Credit Facility are allowing merger related costs to be added back as non-recurring items in the calculation of Adjusted EBITDA for our Debt covenant calculations. We incurred merger related costs of $0.8 million during the fourth quarter of 2023, which are reflected as an add back in the calculation of Adjusted EBITDA for the year ended December 31, 2023. Our lenders under our Senior Credit Facility also allowed $60.0 million of the $64.9 million pre-tax storm loss incurred in the first quarter of 2021 to be added back as a non-recurring item in the calculation of Adjusted EBITDA for our Debt Covenant Calculations. We received a $0.4 million credit from ERCOT for winter storm related losses during the third quarter of 2021, resulting in a net pre-tax storm loss of $64.4 million for the year ended December 31, 2021. In June 2022, we received $9.6 million from ERCOT related to PURA Subchapter N Securitization financing. For consistent presentation of the financial impact of winter storm Uri, $5.2 million of the $9.6 million is reflected as non-recurring items reducing Adjusted EBITDA for the year ended December 31, 2022.

 

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 or historical cost basis;
• 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 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.

 

We have historically included the financial impact of weather variability in the calculation of Retail Gross Margin. We will continue this historical approach, but during the first quarter of 2021 we added back the $64.9 million net financial loss incurred related to winter storm Uri, as described above, in the calculation of Retail Gross Margin because the extremity of the Texas storm combined with the impact of unprecedented pricing mechanisms ordered by ERCOT is considered unusual, infrequent, and non-recurring in nature. In June 2022, we received $9.6 million from ERCOT related to PURA Subchapter N Securitization financing. The $9.6 million is reflected as a non-recurring item reducing Retail Gross Margin for the year ended December 31, 2022 for consistent presentation of the financial impacts of winter storm Uri.

 

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 net income (loss), net cash provided by (used in) operating activities, or 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 net income (loss), net cash provided by (used in) operating activities, and 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.

 

 

APPENDIX TABLES A-1 AND A-2

ADJUSTED EBITDA RECONCILIATIONS

(in thousands)

(unaudited)

	Year Ended December 31,				Quarter Ended December 31,
(in thousands)	2023		2022		2023	2022
Reconciliation of Adjusted EBITDA to Net Income (Loss):
Net income (loss)	$        26,105		$        11,203		$                (869)	$         (27,488)
Depreciation and amortization	9,102		16,703		1,956	3,313
Interest expense	9,334		7,204		1,957	2,075
Income tax expense (benefit)	11,142		6,483		4,543	(2,243)
EBITDA	55,683		41,593		7,587	(24,343)
Less:
Net, (loss) gain on derivative instruments	(71,493)		17,821		(21,065)	(37,994)
Net, cash settlements on derivative instruments	66,632		(35,801)		14,865	121
Customer acquisition costs	6,736		5,870		1,775	1,596
Plus:
Non-cash compensation expense	2,295		3,252		511	662
Non-recurring event – winter storm Uri	—		(5,162)		—	—
Merger agreement expense	752		—		752	—
Adjusted EBITDA	$        56,855		$        51,793		$             13,275	$          12,596

 

	Year Ended December 31,				Quarter Ended December 31,
(in thousands)	2023		2022		2023	2022
Reconciliation of Adjusted EBITDA to net cash provided by (used in) operating activities:
Net cash provided by (used in) operating activities	$          49,315		$          16,207		$               8,458	$             (5,004)
Amortization of deferred financing costs	(825)		(1,125)		(206)	(206)
Bad debt expense	(3,442)		(6,865)		(725)	(3,970)
Interest expense	9,334		7,204		1,957	2,075
Income tax expense (benefit)	11,142		6,483		4,543	(2,243)
Non-recurring event – winter storm Uri	—		(5,162)		—	—
Merger agreement expense	752		—		752	—
Changes in operating working capital
Accounts receivable, prepaids, current assets	(17,159)		34,731		14,095	41,960
Inventory	(1,281)		2,423		97	(869)
Accounts payable, accrued liabilities, current liabilities	15,206		(884)		(13,595)	(22,190)
Other	(6,187)		(1,219)		(2,101)	3,043
Adjusted EBITDA	$          56,855		$          51,793		$             13,275	$             12,596
Cash Flow Data:
Cash flows provided by (used in) operating activities	$          49,315		$          16,207		$               8,458	$             (5,004)
Cash flows used in investing activities	$          (1,435)		$          (6,871)		$                (291)	$                (471)
Cash flows used in financing activities	$        (40,636)		$        (49,305)		$           (10,709)	$             (1,525)

 

 

 

 

 

The following table presents a reconciliation of Retail Gross Margin to gross profit (loss) for each of the periods indicated.

 

APPENDIX TABLE A-3

RETAIL GROSS MARGIN RECONCILIATION

(in thousands)

(unaudited)

	Year Ended December 31,				Quarter Ended December 31,
(in thousands)	2023		2022		2023		2022
Reconciliation of Retail Gross Margin to Gross Profit (Loss):
Total Revenues	$        435,192		$        460,493		$         101,702		$         117,381
Less:
Retail cost of revenues	310,744		357,096		76,327		124,475
Gross Profit (Loss)	$        124,448		$        103,397		$           25,375		$            (7,094)
Less:
Net asset optimization expense	(7,326)		(2,322)		(1,758)		(1,842)
Net, (loss) gain on non-trading derivative instruments	(70,304)		17,305		(21,302)		(37,265)
Net, cash settlements on non-trading derivative instruments	65,428		(35,966)		14,729		101
Non-recurring event – winter storm Uri	—		9,565		—		—
Retail Gross Margin	$        136,650		$        114,815		$           33,706		$           31,912
Retail Gross Margin – Retail Electricity Segment (1)	$          87,566		$          82,749		$           18,112		$           20,345
Retail Gross Margin – Retail Natural Gas Segment	$          47,489		$          32,066		$           14,822		$           11,567
Retail Gross Margin – Other	$             1,595		$                  —		$                 772		$                   —

(1) Retail Gross Margin for year ended December 31, 2022 includes a deduction of $9.6 million related to proceeds received under an ERCOT (winter storm Uri) securitization mechanism in June 2022.

 

View source version on accesswire.com:

https://www.accesswire.com/837585/via-renewables-inc-reports-fourth-quarter-and-full-year-2023-financial-results

 

HOUSTON, TX / ACCESSWIRE / February 20, 2024 / Via Renewables, Inc. (“Via Renewables” or the “Company”) (NASDAQ:VIA), an independent retail energy services company, announced today that it plans to present its full-year and fourth quarter 2023 financial results in a conference call and webcast on Thursday, February 29, 2024 at 10:00 AM Central (11:00 AM Eastern).

A live webcast of the conference call can be accessed from the Events & Presentations page of the Via Renewables Investor Relations website at 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 their natural gas and electricity under our well-established and well-regarded brands, including Spark Energy, Major Energy, Provider Power, and Verde Energy. Headquartered in Houston, Texas, Via Renewables currently operates in 20 states and serves 105 utility territories. 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 ViaRenewables.com. Investors are urged to monitor our website regularly for information and updates about the Company.

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/835305/via-renewables-inc-to-present-full-year-and-fourth-quarter-2023-financial-results-on-thursday-february-29-2024