spke-20250331

0001628280-25-021613.txt : 20250501 0001628280-25-021613.hdr.sgml : 20250501 20250501171324 ACCESSION NUMBER: 0001628280-25-021613 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 85 CONFORMED PERIOD OF REPORT: 20250331 FILED AS OF DATE: 20250501 DATE AS OF CHANGE: 20250501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Via Renewables, Inc. CENTRAL INDEX KEY: 0001606268 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] ORGANIZATION NAME: 01 Energy & Transportation EIN: 465453215 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-36559 FILM NUMBER: 25904337 BUSINESS ADDRESS: STREET 1: 12140 WICKCHESTER LANE STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: (713) 600-2600 MAIL ADDRESS: STREET 1: 12140 WICKCHESTER LANE STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77079 FORMER COMPANY: FORMER CONFORMED NAME: Spark Energy, Inc. DATE OF NAME CHANGE: 20140423 10-Q 1 spke-20250331.htm 10-Q spke-20250331


UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-36559

Via Renewables, Inc.

(Exact name of registrant as specified in its charter)

Delaware

46-5453215

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

12140 Wickchester Ln, Suite 100

Houston, Texas 77079

(Address of principal executive offices)

(713) 600-2600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbols(s)	Name of exchange on which registered

8.75% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share	VIASP	The NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐

Non-accelerated filer ☒ Smaller reporting company ☐

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

There were 3,792,493 shares of Class A common stock, 3,530,836 shares of Class B common stock and 3,360,163 shares of Series A Preferred Stock outstanding as of April 29, 2025.


VIA RENEWABLES, INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
For the Quarter Ended March 31, 2025
						Page No.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2025 AND DECEMBER 31, 2024 (unaudited)						4

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024 (unaudited)						6

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024 (unaudited)						7

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024 (unaudited)						9

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)						10

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS						37
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK						52
ITEM 4. CONTROLS AND PROCEDURES						54
PART II. OTHER INFORMATION						55
ITEM 1. LEGAL PROCEEDINGS						55
ITEM 1A. RISK FACTORS						55




ITEM 6. EXHIBITS						56

SIGNATURES						58

Table of Contents

Cautionary Note Regarding Forward Looking Statements

This Quarterly Report on Form 10-Q (this “Report”) 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. Forward-looking statements appear in a number of places in this Report. All statements, other than statements of historical fact, included in this Report 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 amount of cash dividends on our 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 Report 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 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;

•risks related to our recently completed Merger (as defined below) including the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted against us and others relating to the Merger or otherwise, the impact of the Merger on our operations and the amount of the costs, fees, expenses and charges related to Merger;

•competition; and

•the “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, in our Quarterly Reports on Form 10-Q in “Item 1A — Risk Factors” of this Report, and in our other public filings and press releases.

You should review the Risk Factors and other factors noted throughout or incorporated by reference in this Report 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 Report. 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

Table of Contents

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.

Table of Contents

PART I. — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

VIA RENEWABLES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share counts)

(unaudited)

Table of Contents


	March 31, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	64,723	$	53,150
Restricted cash	2,909		17,109
Accounts receivable, net of allowance for credit losses of $2,799 at March 31, 2025 and $2,950 at December 31, 2024	70,442		65,442
Accounts receivable—affiliates	4,260		4,119
Inventory	750		2,137
Fair value of derivative assets, net	6,868		8,685
Customer acquisition costs, net	6,529		7,051
Customer relationships, net	10,808		8,020

Deposits	3,658		4,330
Renewable energy credit asset	27,585		23,481

Other current assets	8,555		10,247
Total current assets	207,087		203,771
Property and equipment, net	6,301		5,231
Fair value of derivative assets, net	518		478
Customer acquisition costs, net	2,093		2,141
Customer relationships, net	2,997		3,500
Deferred tax assets	4,948		6,088
Goodwill	120,343		120,343
Other assets	3,115		3,387
Total assets	$	347,402	$	344,939

Liabilities, Series A Preferred Stock and Stockholders' Equity
Current liabilities:
Accounts payable	$	29,730	$	37,176
Accounts payable—affiliates	1,076		157
Accrued liabilities	20,525		19,778
Renewable energy credit liability	19,118		15,832
Fair value of derivative liabilities, net	274		1,701






Other current liabilities	184		58
Total current liabilities	70,907		74,702
Long-term liabilities:
Fair value of derivative liabilities, net	528		55

Long-term portion of Senior Credit Facility	101,000		106,000
Subordinated debt—affiliates	—		—





Total liabilities	172,435		180,757
Commitments and contingencies (Note 12)

Series A Preferred Stock, par value $0.01 per share, 20,000,000 shares authorized, 3,374,087 shares issued and outstanding at March 31, 2025 and 3,380,440 shares issued and outstanding at December 31, 2024	82,977		83,221

Stockholders’ equity:
Common Stock:

Class A common stock, par value $0.01 per share, 120,000,000 shares authorized, 3,792,493 shares outstanding at March 31, 2025 and 3,529,602 shares issued and outstanding at December 31, 2024	38		35
Class B common stock, par value $0.01 per share, 60,000,000 shares authorized, 3,530,836 shares issued and outstanding at March 31, 2025 and 3,793,727 shares issued and outstanding December 31, 2024	35		38


Additional paid-in capital	39,229		39,719
Accumulated other comprehensive loss	(40)		(40)
Retained earnings	33,451		26,981

Total stockholders’ equity	72,713		66,733
Non-controlling interest in Spark HoldCo, LLC	19,277		14,228
Total equity	91,990		80,961
Total liabilities, Series A Preferred Stock and Stockholders’ equity	$	347,402	$	344,939

The accompanying notes are an integral part of the condensed consolidated financial statements.

Table of Contents

VIA RENEWABLES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)


	Three Months Ended March 31,
	2025		2024

Revenues:
Retail revenues	$	144,503	$	114,388
Net asset optimization expense	(2,249)		(1,597)
Other revenue	3		1,265
Total Revenues	142,257		114,056
Operating Expenses:
Retail cost of revenues	95,393		68,962
General and administrative	16,992		17,333
Depreciation and amortization	5,028		2,040
Total Operating Expenses	117,413		88,335
Operating income	24,844		25,721
Other (expense):
Interest expense	(1,818)		(1,929)
Interest and other income	37		24
Total other expenses	(1,781)		(1,905)
Income before income tax expense	23,063		23,816
Income tax expense	4,596		4,752
Net income	$	18,467	$	19,064
Less: Net income attributable to non-controlling interests	9,669		10,497
Net income attributable to Via Renewables, Inc. stockholders	$	8,798	$	8,567
Less: Dividend on Series A Preferred Stock	2,328		2,710
Net income attributable to stockholders of Class A common stock	$	6,470	$	5,857







Net income attributable to Via Renewables, Inc. per share of Class A common stock
Basic	$	1.83	$	1.81
Diluted	$	1.83	$	1.81

Weighted average shares of Class A common stock outstanding
Basic	3,533		3,233
Diluted	3,533		3,233

The accompanying notes are an integral part of the condensed consolidated financial statements.

Table of Contents

VIA RENEWABLES, INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(in thousands)

(unaudited)


Three Months Ended March 31, 2025
	Issued Shares of Class A Common Stock	Issued Shares of Class B Common Stock	Treasury Stock	Class A Common Stock		Class B Common Stock		Treasury Stock		Accumulated Other Comprehensive Loss		Additional Paid-in Capital		Retained Earnings		Total Stockholders' Equity		Non-controlling Interest		Total Equity


Balance at December 31, 2024	3,530	3,794	—	$	35	$	38	$	—	$	(40)	$	39,719	$	26,981	$	66,733	$	14,228	$	80,961


Consolidated net income	—	—	—	—		—		—		—		—		8,798		8,798		9,669		18,467


Distributions paid to non-controlling unit holders	—	—	—	—		—		—		—		—		—		—		(4,887)		(4,887)
Distribution to controlling interest	263	(263)	—	3		(3)		—		—		(223)		—		(223)		—		(223)
Dividends paid to Preferred Stockholders	—	—	—	—		—		—		—		—		(2,328)		(2,328)		—		(2,328)



Changes in ownership interest	—	—	—	—		—		—		—		(267)		—		(267)		267		—
Balance at March 31, 2025	3,793	3,531	—	$	38	$	35	$	—	$	(40)	$	39,229	$	33,451	$	72,713	$	19,277	$	91,990

The accompanying notes are an integral part of the condensed consolidated financial statements.

Table of Contents


Three Months Ended March 31, 2024
	Issued Shares of Class A Common Stock	Issued Shares of Class B Common Stock	Treasury Stock	Class A Common Stock		Class B Common Stock		Treasury Stock		Accumulated Other Comprehensive Loss		Additional Paid-in Capital		Retained Earnings		Total Stockholders' Equity		Non-controlling Interest		Total Equity


Balance at December 31, 2023	3,262	4,000	(29)	$	32	$	40	$	(2,406)	$	(40)	$	40,002	$	8,972	$	46,600	$	(7,881)	$	38,719
Stock based compensation	—	—	—	—		—		—		—		486		—		486		—		486

Consolidated net income	—	—	—	—		—		—		—		—		8,567		8,567		10,497		19,064

Distributions paid to non-controlling unit holders	—	—	—	—		—		—		—		—		—		—		(93)		(93)

Dividends paid to Preferred Stockholders	—	—	—	—		—		—		—		—		(2,710)		(2,710)		—		(2,710)



Changes in ownership interest	—	—	—	—		—		—		—		238		—		238		(238)		—
Balance at March 31, 2024	3,262	4,000	(29)	$	32	$	40	$	(2,406)	$	(40)	$	40,726	$	14,829	$	53,181	$	2,285	$	55,466

The accompanying notes are an integral part of the condensed consolidated financial statements.

Table of Contents

VIA RENEWABLES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Three Months Ended March 31,
	2025		2024
Cash flows from operating activities:
Net income	$	18,467	$	19,064
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation and amortization expense	5,028		2,040
Deferred income taxes	2,030		1,562

Stock based compensation	—		514
Amortization of deferred financing costs	167		206


Bad debt expense	688		304
Gain/(loss) on derivatives, net	(4,386)		4,205
Current period cash settlements on derivatives, net	3,900		(15,425)

Other	62		64
Changes in assets and liabilities:
(Increase) decrease in accounts receivable	(5,688)		7,091
(Increase) decrease in accounts receivable—affiliates	(141)		219
Decrease in inventory	1,387		1,761
Increase in customer acquisition costs	(1,500)		(2,444)
Increase in prepaid and other current assets	(599)		(37)
Decrease in intangible assets—customer acquisition costs	7,717		—
Decrease in other assets	170		191
Decrease in accounts payable and accrued liabilities	(3,397)		(2,342)
Increase in accounts payable—affiliates	919		126
Increase in other current liabilities	126		—

Net cash provided by operating activities	24,950		17,099
Cash flows from investing activities:
Purchases of property and equipment	(1,415)		(450)
Acquisition of Customers	(12,590)		—

Net cash used in investing activities	(14,005)		(450)
Cash flows from financing activities:
Buyback of Series A Preferred Stock	(143)		—
Borrowings on notes payable	138,000		109,000
Payments on notes payable	(143,000)		(115,000)








Payment of distributions to non-controlling unitholders	(6,000)		(93)
Payment of Preferred Stock dividends	(2,429)		(2,728)

Net cash used in financing activities	(13,572)		(8,821)
Increase in Cash, cash equivalents and Restricted cash	(2,627)		7,828
Cash, cash equivalents and Restricted cash—beginning of period	70,259		42,595
Cash, cash equivalents and Restricted cash—end of period	$	67,632	$	50,423
Supplemental Disclosure of Cash Flow Information:
Non-cash items:
Property and equipment purchase accrual	$	(16)	$	32



Cash paid during the period for:
Interest	$	1,621	$	1,821
Taxes	$	104	$	110

The accompanying notes are an integral part of the condensed consolidated financial statements.

Table of Contents

VIA RENEWABLES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Formation and Organization

Organization

We are an independent retail energy services company that provides residential and commercial customers in competitive markets across the United States with an alternative choice for natural gas and electricity. The Company is a holding company whose primary asset consists of units in Spark HoldCo, LLC (“Spark HoldCo”). The Company is the sole managing member of Spark HoldCo, is responsible for all operational, management and administrative decisions relating to Spark HoldCo’s business and consolidates the financial results of Spark HoldCo and its subsidiaries. Spark HoldCo is the direct and indirect owner of the subsidiaries through which we operate. We conduct our business through several brands across our service areas, including Electricity Maine, Electricity N.H., Major Energy, Provider Power Massachusetts, Spark Energy, and Verde Energy. Via Energy Solutions (“VES”) is a wholly owned subsidiary of the Company that offers broker services for retail energy customers. Via Wireless is a wholly owned subsidiary of the Company that offers wireless services and equipment to wireless customers.

2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying interim unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) as it applies to interim financial statements. This information should be read along with our consolidated financial statements and notes contained in our annual report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”). Our unaudited condensed consolidated financial statements are presented on a consolidated basis and include all wholly-owned and controlled subsidiaries. We account for investments over which we have significant influence but not a controlling financial interest using the equity method of accounting. All significant intercompany transactions and balances have been eliminated in the unaudited condensed consolidated financial statements.

In the opinion of the Company's management, the accompanying condensed consolidated financial statements reflect all adjustments that are necessary to fairly present the financial position, the results of operations, the changes in equity and the cash flows of the Company for the respective periods. Such adjustments are of a normal recurring nature, unless otherwise disclosed.

Subsequent Events

Subsequent events have been evaluated through the date these financial statements are issued. Any material subsequent events that occurred prior to such date have been properly recognized or disclosed in the condensed consolidated financial statements.

Use of Estimates and Assumptions

The preparation of our condensed consolidated financial statements requires estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim financial statements and the reported amounts of revenues and expenses during the period. Actual results could materially differ from those estimates.

Table of Contents

Relationship with our Founder, Sole Common Stock Shareholder, and Chief Executive Officer

W. Keith Maxwell, III is the Chief Executive Officer, a director, and the owner of all of the voting power of our common stock through his ownership of Retailco, LLC (“Retailco”). Retailco is a wholly owned subsidiary of TxEx Energy Investments, LLC (“TxEx”), which is wholly owned by Mr. Maxwell.

We enter into transactions with and pay certain costs on behalf of affiliates that are commonly controlled by Mr. Maxwell, and these affiliates enter into transactions with and pay certain costs on our behalf. We undertake these transactions in order to reduce risk, reduce administrative expense, create economies of scale, create strategic alliances and supply goods and services among these related parties.

These transactions include, but are not limited to, employee benefits provided through the Company’s benefit plans, insurance plans, leased office space, certain administrative salaries, management due diligence, recurring management consulting, and accounting, tax, legal, or technology services. Amounts billed under these arrangements are based on services provided, departmental usage, or headcount, which are considered reasonable by management. As such, the accompanying condensed consolidated financial statements include costs that have been incurred by the Company and then directly billed or allocated to affiliates, and costs that have been incurred by our affiliates and then directly billed or allocated to us, and are recorded net in general and administrative expense on the condensed consolidated statements of operations with a corresponding accounts receivable—affiliates or accounts payable —affiliates, respectively, recorded in the condensed consolidated balance sheets. Additionally, the Company enters into transactions with certain affiliates for sales or purchases of natural gas and electricity, which are recorded in retail revenues, retail cost of revenues, and net asset optimization revenues in the condensed consolidated statements of operations with a corresponding accounts receivable—affiliate or accounts payable—affiliate in the condensed consolidated balance sheets. The allocations and related estimates and assumptions are described more fully in Note 14 "Transactions with Affiliates."

On June 13, 2024, we consummated a previously announced merger pursuant to an agreement between the Company, Retailco, and wholly owned subsidiary of Retailco (the "Merger"), with the Company continuing as the surviving corporation in the Merger. As a result of the Merger, Mr. Maxwell and his affiliates became the owners of all of the issued and outstanding shares of Class A common stock and Class B common stock. Effective as of the end of trading on June 13, 2024, the Class A common stock ceased to trade on NASDAQ.

New Accounting Standards Being Evaluated/Standards Not yet adopted

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU requires enhanced income tax disclosures, particularly related to a reporting entity's effective tax rate reconciliation and income taxes paid. For the rate reconciliation, the update requires additional categories of information about federal, state, and foreign taxes and details about significant reconciling items, subject to a quantitative threshold. Income taxes paid must be similarly disaggregated by federal, state, and foreign based on a quantitative threshold. The ASU will be effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply retrospectively. We are evaluating the impact of adoption on our condensed consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 seeks to improve information about cost of sales and selling, general, and administrative expenses to assist investors in better understanding an entity’s cost structure and forecasting future cash flows. FASB issued 2025-01 by clarifying the effective date of ASU 2024-03. The updated guidance is effective for the Company for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effect of this update on its condensed consolidated financial statements and related disclosures.

Table of Contents

The Company considers the applicability and impact of all ASUs. New ASUs were assessed and determined to be either not applicable or are expected to have minimal impact on our condensed consolidated financial statements.

3. Revenues

Our revenues are derived primarily from the sale of natural gas and electricity to customers, including affiliates. Revenue is measured based upon the quantity of gas or power delivered at prices contained or referenced in the customer's contract, and excludes any sales incentives (e.g., rebates) and amounts collected on behalf of third parties (e.g., sales tax).

Our revenues also include asset optimization activities. Asset optimization activities consist primarily of purchases and sales of gas that meet the definition of trading activities per FASB ASC Topic 815, Derivatives and Hedging. They are therefore excluded from the scope of FASB ASC Topic 606, Revenue from Contracts with Customers.

Other revenue is derived from contracts with customers through the provision of wireless and other services and the sale of wireless equipment.

Revenues for electricity and natural gas sales are recognized under the accrual method when our performance obligation to a customer is satisfied, which is the point in time when the product is delivered and control of the product passes to the customer. Electricity and natural gas products may be sold as fixed-price or variable-price products. The typical length of a contract to provide electricity and/or natural gas is 12 months. Customers are billed and typically pay at least monthly, based on usage. Electricity and natural gas sales that have been delivered but not billed by period end are estimated and recorded as accrued unbilled revenues based on estimates of customer usage since the date of the last meter read provided by the utility. Volume estimates are based on forecasted volumes and estimated residential and commercial customer usage. Unbilled revenues are calculated by multiplying these volume estimates by the applicable rate by customer class (residential or commercial). Estimated amounts are adjusted when actual usage is known and billed.

The following table discloses revenue by primary geographical market, customer type, and customer credit risk profile (in thousands). The table also includes a reconciliation of the disaggregated revenue to revenue by reportable segment (in thousands).

Table of Contents


	Reportable Segments
	Three Months Ended March 31, 2025				Three Months Ended March 31, 2024
	Retail Electricity (c)		Retail Natural Gas		Total Reportable Segments		Retail Electricity (c)		Retail Natural Gas		Total Reportable Segments

Primary markets (a)
New England	$	21,272	$	5,195	$	26,467	$	27,339	$	4,625	$	31,964
Mid-Atlantic	38,860		20,224		59,084		30,699		15,255		45,954
Midwest	8,119		12,219		20,338		7,309		7,371		14,680
Southwest	12,469		26,145		38,614		11,982		9,808		21,790
	$	80,720	$	63,783	$	144,503	$	77,329	$	37,059	$	114,388

Customer type
Commercial	$	10,801	$	35,046	$	45,847	$	11,365	$	20,714	$	32,079
Residential	76,217		28,503		104,720		70,948		18,641		89,589
Unbilled revenue (b)	(6,298)		234		(6,064)		(4,984)		(2,296)		(7,280)
	$	80,720	$	63,783	$	144,503	$	77,329	$	37,059	$	114,388

Customer credit risk
POR	$	55,934	$	28,966	$	84,900	$	50,289	$	19,469	$	69,758
Non-POR	24,786		34,817		59,603		27,040		17,590		44,630
	$	80,720	$	63,783	$	144,503	$	77,329	$	37,059	$	114,388

Reportable Segments

(a) The primary markets include the following states:

•New England - Connecticut, Maine, Massachusetts and New Hampshire;

•Mid-Atlantic - Delaware, Maryland (including the District of Columbia), New Jersey, New York, Pennsylvania and Virginia;

•Midwest - Illinois, Indiana, Michigan and Ohio; and

•Southwest - Arizona, California, Colorado, Florida, Nevada and Texas.

(b) Unbilled revenue is recorded in total until it is actualized, at which time it is categorized between commercial and residential customers.

Reconciliation to Condensed Consolidated Financial Information

A reconciliation of the reportable segment operating revenues to consolidated revenues is as follows:


	Three Months Ended March 31,
	2025		2024
Total Reportable Segments Revenue	$	144,503	$	114,388
Net asset optimization expense	(2,249)		(1,597)
Other Revenue	3		1,265
Total Revenues	$	142,257	$	114,056

Table of Contents

We record gross receipts taxes on a gross basis in retail revenues and retail cost of revenues. During the three months ended March 31, 2025 and 2024, our retail revenues included gross receipts taxes of $0.3 million and $0.3 million, respectively, and our retail cost of revenues included gross receipts taxes of $1.8 million and $1.4 million, respectively.

Accounts receivables and Allowance for Credit Losses

The Company conducts business in many utility service markets where the local regulated utility purchases our receivables, and then becomes responsible for billing the customer and collecting payment from the customer (“POR programs”). These POR programs result in substantially all of the Company’s credit risk being linked to the applicable utility, which generally has an investment-grade rating, and not to the end-use customer. The Company monitors the financial condition of each utility and currently believes its receivables are collectible.

In markets that do not offer POR programs or when the Company chooses to directly bill its customers, certain receivables are billed and collected by the Company. The Company bears the credit risk on these accounts and records an appropriate allowance for credit losses to reflect any losses due to non-payment by customers. The Company’s customers are individually insignificant and geographically dispersed in these markets. The Company writes off customer balances when it believes that amounts are no longer collectible and when it has exhausted all means to collect these receivables.

For trade accounts receivables, the Company accrues an allowance for credit losses by business segment by pooling customer accounts receivables based on similar risk characteristics, such as customer type, geography, aging analysis, payment terms, and related macro-economic factors. Expected credit loss exposure is evaluated for each of our accounts receivables pools. Expected credits losses are established using a model that considers historical collections experience, current information, and reasonable and supportable forecasts. The Company writes off accounts receivable balances against the allowance for credit losses accounts when the accounts receivable is deemed to be uncollectible.

We assess the adequacy of the allowance for credit losses through review of an aging of customer accounts receivable and general economic conditions in the markets that we serve. Bad debt expense of $0.7 million and $0.3 million was recorded in general and administrative expense in the condensed consolidated statements of operations for the three months ended March 31, 2025 and March 31, 2024, respectively.

A rollforward of our allowance for credit losses for the three months ended March 31, 2025 are presented in the table below (in thousands):




Balance at December 31, 2024	$	(2,950)

Current period credit loss provision	(688)
Write-offs	866
Recovery of previous write-offs	(27)
Balance at March 31, 2025	$	(2,799)

4. Equity

Non-controlling Interest

We hold an economic interest and are the sole managing member in Spark HoldCo, with affiliates of Mr. Maxwell holding the remaining economic interests in Spark HoldCo. As a result, we consolidate the financial position and results of operations of Spark HoldCo, and reflect the economic interests owned by these affiliates as a non-controlling interest.

Table of Contents

On December 31, 2024, Spark HoldCo distributed $5.0 million in cash to the non-controlling interest holder. As a result of this distribution, the non-controlling interest holder agreed to transfer 206,273 of its shares of Class B Common Stock (the non-controlling interest in Spark HoldCo) to the Company, and the Company modified those shares of Class B Common Stock to be shares of Class A Common Stock. After the distribution and the share transfer, the Company’s equity ownership in Spark HoldCo increased by 2.82%, whereas the equity ownership of the non-controlling interest holder decreased by 2.82%.

On March 31, 2025, Spark HoldCo distributed $6.0 million in cash to the non-controlling interest holder. As a result of this distribution, the non-controlling interest holder agreed to transfer 262,891 of its shares of Class B Common Stock (the non-controlling interest in Spark HoldCo) to the Company, and the Company modified those shares of Class B Common Stock to be shares of Class A Common Stock. After the distribution and the share transfer, the Company’s equity ownership in Spark HoldCo increased by 3.59%, whereas the equity ownership of the non-controlling interest holder decreased by 3.59%.

The Company and affiliates owned the following economic interests in Spark HoldCo at March 31, 2025 and December 31, 2024, respectively.

The following table summarizes the effects of changes in the Company's ownership interest in Spark HoldCo's equity (in thousands):


	Three Months Ended March 31
	2025		2024
Net income attributable to Via Renewables, Inc. stockholders	$	8,798	$	8,567
Transfers (to) from the non-controlling interest	—		—
Decrease in Via Renewables additional paid in capital from the equity shift	(223)		—
Net transfers (to) from non-controlling interest	(223)		—
Changes from net income attributable to Via Renewables stockholders and transfers (to) from non-controlling interest	$	8,575	$	8,567


	The Company		Affiliated Owners
March 31, 2025	51.79	%	48.21	%
December 31, 2024	48.20	%	51.80	%

The following table summarizes the portion of net income and income tax expense attributable to non-controlling interest (in thousands):


	Three Months Ended March 31,
		2025		2024

Net income before taxes allocated to non-controlling interest		$	10,285	$	11,360
Less: Income tax expense allocated to non-controlling interest		616		863



Net income attributable to non-controlling interests		$	9,669	$	10,497

Class A Common Stock and Class B Common Stock

As a result of the Merger, on June 13, 2024, Mr. Maxwell and his affiliates became the owners of all of the issued and outstanding shares of the Company's Class A common stock and Class B common stock. Effective as of the end of trading on June 13, 2024, the Class A common stock ceased to trade on NASDAQ.

Table of Contents

Earnings Per Share

Basic earnings per share (“EPS”) is computed by dividing net income attributable to stockholders (the numerator) by the weighted-average number of Class A common shares outstanding for the period (the denominator). Class B common shares are not included in the calculation of basic earnings per share because they are not participating securities and have no economic interests. Diluted earnings per share is similarly calculated except that the denominator is increased by potentially dilutive securities.

The following table presents the computation of basic and diluted income per share for the three months ended March 31, 2025 and 2024 (in thousands, except per share data):


	Three Months Ended March 31,
	2025		2024
Net income attributable to Via Renewables, Inc. stockholders	$	8,798	$	8,567
Less: Dividend on Series A Preferred Stock	2,328		2,710
Net income attributable to stockholders of Class A common stock	$	6,470	$	5,857

Basic weighted average Class A common shares outstanding	3,533		3,233
Basic earnings earnings per share attributable to stockholders	$	1.83	$	1.81

Net income attributable to stockholders of Class A common stock	$	6,470	$	5,857
Effect of conversion of Class B common stock to shares of Class A common stock	—		—

Diluted net income attributable to stockholders of Class A common stock	$	6,470	$	5,857

Basic weighted average Class A common shares outstanding	3,533		3,233
Effect of dilutive Class B common stock	—		—


Diluted weighted average shares outstanding	3,533		3,233

Diluted earnings per share attributable to stockholders	$	1.83	$	1.81

The computation of diluted earnings per share for the three months ended March 31, 2025, respectively, excludes 3.8 million shares of Class B common stock because the effect of their conversion was antidilutive. The Company’s outstanding shares of Series A Preferred Stock were not included in the calculation of diluted earnings per share because they contain only contingent redemption provisions that have not occurred.

Variable Interest Entity

Spark HoldCo is a variable interest entity due to its lack of rights to participate in significant financial and operating decisions and its inability to dissolve or otherwise remove its management. Spark HoldCo owns all of the outstanding membership interests in each of our operating subsidiaries. We are the sole managing member of Spark HoldCo, manage Spark HoldCo’s operating subsidiaries through this managing membership interest, and are considered the primary beneficiary of Spark HoldCo. The assets of Spark HoldCo cannot be used to settle our obligations except through distributions to us, and the liabilities of Spark HoldCo cannot be settled by us except through contributions to Spark HoldCo. The following table includes the carrying amounts and classification of the assets and liabilities of Spark HoldCo that are included in our condensed consolidated balance sheet as of March 31, 2025 and December 31, 2024 (in thousands):

Table of Contents


	March 31, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	64,601	$	52,993
Accounts receivable	70,329		65,354

Other current assets	68,357		79,704
Total current assets	203,287		198,051
Non-current assets:
Goodwill	120,343		120,343

Other assets	15,861		16,042
Total non-current assets	136,204		136,385
Total Assets	$	339,491	$	334,436

Liabilities
Current liabilities:
Accounts payable and accrued liabilities	$	49,759	$	56,560



Other current liabilities	65,274		61,069
Total current liabilities	115,033		117,629
Long-term liabilities:
Long-term portion of Senior Credit Facility	101,000		106,000
Subordinated debt — affiliate	—		—

Other long-term liabilities	528		55
Total long-term liabilities	101,528		106,055
Total Liabilities	$	216,561	$	223,684

5. Preferred Stock

Holders of the Series A Preferred Stock have no voting rights, except in specific circumstances of delisting or in the case the dividends are in arrears as specified in the Series A Preferred Stock Certificate of Designations. The Series A Preferred Stock accrued dividends at an annual percentage rate of 8.75% through April 14, 2022. The floating rate period for the Series A Preferred Stock began on April 15, 2022. The dividend on the Series A Preferred Stock will accrue at an annual rate equal to the sum of (a) Three-Month LIBOR (if it then exists), or an alternative reference rate as of the applicable determination date and (b) 6.578%, based on the $25.00 liquidation preference per share of the Series A Preferred Stock. The liquidation preference provisions of the Series A Preferred Stock are considered contingent redemption provisions because there are rights granted to the holders of the Series A Preferred Stock that are not solely within our control upon a change in control of the Company. Accordingly, the Series A Preferred Stock is presented between liabilities and the equity sections in the accompanying condensed consolidated balance sheets. As of April 15, 2022, we have the option to redeem our Series A Preferred Stock.

Following the cessation of the publication of U.S. LIBOR on June 30, 2023, we use Three Month CME Term SOFR plus a tenor spread of 0.26161 percent (or 26.161 bps) to calculate the dividend rate on the Series A Preferred Stock pursuant to the rules of the Adjustable Interest Rate (LIBOR) Act.

As a result of the Merger, holders of the Company’s Series A Preferred Stock were provided an optional limited change of control conversion right (the “Conversion Right”), available at the option of the holder, for $8.07 per share in cash. On June 27, 2024, the Company provided notice to the holders of the Series A Preferred Stock of the Conversion Right. Holders of the Series A Preferred Stock were entitled to exercise the Conversion Right through July 26, 2024. No holders of the Series A Preferred Stock exercised the Conversion Right.

Table of Contents

During the three months ended March 31, 2025, we paid $2.4 million in dividends to holders of the Series A Preferred Stock. As of March 31, 2025, we had accrued $2.3 million related to dividends to holders of the Series A Preferred Stock. This dividend was paid on April 15, 2025.

On April 16, 2025, the Company declared a quarterly cash dividend in the amount of $0.69348 per share of Series A Preferred Stock. The dividend will be paid on July 15, 2025 to holders of record on July 1, 2025 of the Series A Preferred Stock.

On February 19, 2025, we purchased 6,353 shares of our Series A Preferred Stock at a purchase price of $22.50 per share, in cash, less applicable withholding taxes and without interest, pursuant to a tender offer for the Series A Preferred Stock commenced in January 2025.

On April 1, 2025, we purchased 13,924 shares of our Series A Preferred Stock at a purchase price of $24.00 per share, in cash, less applicable withholding taxes and without interest, pursuant to a tender offer for the Series A Preferred Stock commenced in February 2025.

A summary of our preferred equity balance for the three months ended March 31, 2025 is as follows:


	(In thousands)






Balance at December 31, 2024	$	83,221
Repurchase of Series A Preferred Stock	(155)
Accumulated dividends on Series A Preferred Stock	(89)
Balance at March 31, 2025	$	82,977

6. Derivative Instruments

We are exposed to the impact of market fluctuations in the price of electricity and natural gas, basis differences in the price of natural gas, storage charges, renewable energy credits (“RECs”), and capacity charges from independent system operators. We use derivative instruments in an effort to manage our cash flow exposure to these risks. These instruments are not designated as hedges for accounting purposes, and accordingly, changes in the market value of these derivative instruments are recorded in the cost of revenues. As part of our strategy to optimize pricing in our natural gas related activities, we also manage a portfolio of commodity derivative instruments held for trading purposes. Our commodity trading activities are subject to limits within our Risk Management Policy. For these derivative instruments, changes in the fair value are recognized currently in earnings in net asset optimization revenues.

Derivative assets and liabilities are presented net in our condensed consolidated balance sheets when the derivative instruments are executed with the same counterparty under a master netting arrangement. Our derivative contracts include transactions that are executed both on an exchange and centrally cleared, as well as over-the-counter, bilateral contracts that are transacted directly with third parties. To the extent we have paid or received collateral related to the derivative assets or liabilities, such amounts would be presented net against the related derivative asset or liability’s fair value. As of March 31, 2025 and December 31, 2024, we offset $1.4 million and zero, respectively, in collateral to net against the related derivative liability’s fair value. The specific types of derivative instruments we may execute to manage the commodity price risk include the following:

•Forward contracts, which commit us to purchase or sell energy commodities in the future;

•Futures contracts, which are exchange-traded standardized commitments to purchase or sell a commodity or financial instrument;

•Swap agreements, which require payments to or from counterparties based upon the differential between two prices for a predetermined notional quantity; and

•Option contracts, which convey to the option holder the right but not the obligation to purchase or sell a commodity.

Table of Contents

The Company has entered into other energy-related contracts that do not meet the definition of a derivative instrument or for which we made a normal purchase, normal sale election and are therefore not accounted for at fair value including the following:

•Forward electricity and natural gas purchase contracts for retail customer load;

•Renewable energy credits; and

•Natural gas transportation contracts and storage agreements.

Volumes Underlying Derivative Transactions

The following table summarizes the net notional volumes of our open derivative financial instruments accounted for at fair value by commodity. Positive amounts represent net buys while bracketed amounts are net sell transactions (in thousands):

Non-trading

Commodity

Notional

March 31, 2025

December 31, 2024

Natural Gas

MMBtu

5,327

5,716

Electricity

MWh

788

987

Trading

Commodity

Notional

March 31, 2025

December 31, 2024

Natural Gas

MMBtu

1,883

2,988

Gains (Losses) on Derivative Instruments

Gains (losses) on derivative instruments, net and current period settlements on derivative instruments were as follows for the periods indicated (in thousands):


	Three Months Ended March 31,
		2025		2024
Gain (loss) on non-trading derivatives, net		$	6,554	$	(4,296)
(Loss) gain on trading derivatives, net		(2,168)		91
Gain (loss) on derivatives, net		$	4,386	$	(4,205)
Current period settlements on non-trading derivatives		(3,900)		15,242
Current period settlements on trading derivatives		—		183
Total current period settlements on derivatives		$	(3,900)	$	15,425

Gains (losses) on trading derivative instruments are recorded in net asset optimization revenues and gains (losses) on non-trading derivative instruments are recorded in retail cost of revenues on the condensed consolidated statements of operations.

Fair Value of Derivative Instruments

The following tables summarize the fair value and offsetting amounts of our derivative instruments by counterparty and collateral received or paid (in thousands):


	March 31, 2025
Description	Gross Assets		Gross Amounts Offset		Net Assets		Cash Collateral Offset		Net Amount Presented
Non-trading commodity derivatives	$	12,360	$	(4,182)	$	8,178	$	(1,339)	$	6,839
Trading commodity derivatives	39		(10)		29		—		29
Total Current Derivative Assets	12,399		(4,192)		8,207		(1,339)		6,868
Non-trading commodity derivatives	586		(68)		518		—		518
Trading commodity derivatives	—		—		—		—		—
Total Non-current Derivative Assets	586		(68)		518		—		518
Total Derivative Assets	$	12,985	$	(4,260)	$	8,725	$	(1,339)	$	7,386


Description	Gross Liabilities		Gross Amounts Offset		Net Liabilities		Cash Collateral Offset		Net Amount Presented
Non-trading commodity derivatives	$	(39)	$	16	$	(23)	$	30	$	7
Trading commodity derivatives	(393)		112		(281)		—		(281)
Total Current Derivative Liabilities	(432)		128		(304)		30		(274)
Non-trading commodity derivatives	(956)		461		(495)		—		(495)
Trading commodity derivatives	(76)		43		(33)		—		(33)
Total Non-current Derivative Liabilities	(1,032)		504		(528)		—		(528)
Total Derivative Liabilities	$	(1,464)	$	632	$	(832)	$	30	$	(802)


	December 31, 2024
Description	Gross Assets		Gross Amounts Offset		Net Assets		Cash Collateral Offset		Net Amount Presented
Non-trading commodity derivatives	$	12,100	$	(5,443)	$	6,657	$	—	$	6,657
Trading commodity derivatives	2,538		(510)		2,028		—		2,028
Total Current Derivative Assets	14,638		(5,953)		8,685		—		8,685
Non-trading commodity derivatives	737		(259)		478		—		478
Trading commodity derivatives	—		—		—		—		—
Total Non-current Derivative Assets	737		(259)		478		—		478
Total Derivative Assets	$	15,375	$	(6,212)	$	9,163	$	—	$	9,163


Description	Gross Liabilities		Gross Amounts Offset		Net Liabilities		Cash Collateral Offset		Net Amount Presented
Non-trading commodity derivatives	$	(3,036)	$	1,475	$	(1,561)	$	—	$	(1,561)
Trading commodity derivatives	(634)		494		(140)		—		(140)
Total Current Derivative Liabilities	(3,670)		1,969		(1,701)		—		(1,701)
Non-trading commodity derivatives	(333)		282		(51)		—		(51)
Trading commodity derivatives	(94)		90		(4)		—		(4)
Total Non-current Derivative Liabilities	(427)		372		(55)		—		(55)
Total Derivative Liabilities	$	(4,097)	$	2,341	$	(1,756)	$	—	$	(1,756)

7. Property and Equipment

Property and equipment consist of the following (in thousands):


	Estimated useful lives (years)	March 31, 2025		December 31, 2024

Information technology	2 – 5	$	9,540	$	8,141


Other	7	69		69
Total		9,609		8,210
Accumulated depreciation		(3,308)		(2,979)
Property and equipment—net		$	6,301	$	5,231

Information technology assets include software and consultant time used in the application, development and implementation of various systems including customer billing and resource management systems. As of March 31, 2025 and December 31, 2024, information technology includes $2.7 million and $2.3 million, respectively, of costs associated with assets not yet placed into service.

Depreciation expense recorded in the condensed consolidated statements of operations was $0.3 million and $0.3 million for the three months ended March 31, 2025 and 2024, respectively.

8. Intangible Assets

Goodwill, customer relationships and trademarks consist of the following amounts (in thousands):


	March 31, 2025		December 31, 2024
Goodwill	$	120,343	$	120,343




Customer relationships—Other
Cost	$	15,978	$	12,852
Accumulated amortization	(2,173)		(1,332)
Customer relationships—Other, net	$	13,805	$	11,520

Cost	$	4,040	$	4,040
Accumulated amortization	(2,121)		(2,020)
Trademarks, net	$	1,919	$	2,020

Changes in goodwill, customer relationships (including non-compete agreements) and trademarks consisted of the following (in thousands):


	Goodwill		Customer Relationships— Other		Trademarks
Balance at December 31, 2024	$	120,343	$	11,520	$	2,020
Additions	—		3,113		—

Amortization	—		(828)		(101)
Balance at March 31, 2025	$	120,343	$	13,805	$	1,919

Estimated future amortization expense for customer relationships and trademarks at March 31, 2025 is as follows (in thousands):


Year ending December 31,

2025 (remaining nine months)	$	8,542
2026	5,970
2027	404
2028	404
2029	404
> 5 years	—
Total	$	15,724

9. Debt

Debt consists of the following amounts as of March 31, 2025 and December 31, 2024 (in thousands):


	March 31, 2025		December 31, 2024








Long-term debt:
Senior Credit Facility (1) (2)	$	101,000	$	106,000
Subordinated Debt	—		—

Total long-term debt	101,000		106,000
Total debt	$	101,000	$	106,000

(1) As of March 31, 2025 and December 31, 2024, the weighted average interest rate on the Senior Credit Facility was 7.57% and 7.59%, respectively.

(2) As of March 31, 2025 and December 31, 2024, we had $35.7 million and $25.6 million in letters of credit issued, respectively.

Capitalized financing costs associated with our Senior Credit Facility were $1.5 million and $1.7 million as of March 31, 2025 and December 31, 2024, respectively. Of these amounts, $0.7 million and $0.7 million are recorded in other current assets, and $0.8 million and $1.0 million are recorded in other non-current assets in the condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024, respectively.

Interest expense consists of the following components for the periods indicated (in thousands):


	Three Months Ended March 31,
	2025		2024
Senior Credit Facility	$	1,595	$	1,335

Letters of credit fees and commitment fees	40		384
Amortization of deferred financing costs	167		206
Other	16		4
Interest Expense	$	1,818	$	1,929

Senior Credit Facility

The Company and Spark Holdco (together with certain subsidiaries of the Company and Spark Holdco, the “Co-Borrowers”) maintain a senior secured borrowing base credit facility with Woodforest National Bank, as administrative agent (the “Agent”), swing bank, swap bank, issuing bank, joint-lead arranger, sole bookrunner and syndication agent, and the other financial institutions party thereto as lenders. As further described below, on June 28, 2024, the Company entered into the First Amendment (the "First Amendment") to its senior credit facility (as amended by the First Amendment, the “Senior Credit Facility”). The Senior Credit Facility matures on June 30, 2027 and has a borrowing capacity of $205.0 million. As a result of the First Amendment to the Credit Agreement, we wrote off $0.1 million in deferred financing costs.

Borrowings under the Senior Credit Facility are available for working capital loans, loans to fund acquisitions, swingline loans, letters of credit and, following the First Amendment, for repurchases of Series A Preferred Stock (subject to the terms and conditions therein).

Borrowings under the Senior Credit Facility bear interest at the following rates depending on the classification of the borrowing and provided further that at no time shall the interest rate be less than four percent (4.0%) per annum:

•The Base Rate (a rate per annum equal to the greatest of (a) the prime rate, (b) the Federal Funds Rate plus ½ of 1% and (c) Term Secured Overnight Financing Rate (“SOFR”) for a one month tenor plus 1.0%, provided, that the Base Rate shall not at any time be less than 0%), plus an applicable margin of 2.25% to 3.50% depending on the type of borrowing and the average outstanding amount of loans and letters of credit under the Senior Credit Facility at the end of the prior fiscal quarter;

•The Term SOFR (a rate equal to the forward looking secured overnight financing rate published by the SOFR administrator on the website of the Federal Reserve Bank of New York or any successor source with either a comparable tenor (for any calculation with respect to a SOFR loan) or a one month tenor (for any calculation with respect to a Base Rate loan)), plus an applicable margin of 3.25% to 4.50% depending on the type of borrowing and the average outstanding amount of loans and letters of credit under the Senior Credit Facility at the end of the prior fiscal quarter; or

•The Daily Simple SOFR (a rate equal to the forward looking secured overnight financing rate published by the SOFR administrator on the website of the Federal Reserve Bank of New York or any successor source and applied on a daily basis by the Agent in accordance with rate recommendations for daily loans), plus an applicable margin of 3.25% to 4.50% depending on the type of borrowing and the average outstanding amount of loans and letters of credit under the Senior Credit Facility at the end of the prior fiscal quarter, plus a liquidity premium added by the Agent to each borrowing.

The Co-Borrowers are required to pay a non-utilization fee of 0.50% quarterly in arrears on the unused portion of the Senior Credit Facility. In addition, the Co-Borrowers are subject to additional fees including an upfront fee, an annual administrative agency fee, an arrangement fee and letter of credit fees.

The Senior Credit Facility contains covenants that, among other things, require the maintenance of specified ratios or conditions including:

•Minimum Fixed Charge Coverage Ratio. The Company must maintain a minimum fixed charge coverage ratio of not less than 1.10 to 1.00. The Minimum Fixed Charge Coverage Ratio is defined as the ratio of (a) Adjusted EBITDA to (b) the sum of, among other things, consolidated interest expense, letter of credit fees, non-utilization fees, earn-out payments, certain restricted payments, taxes, and payments made on or after July 31, 2020 related to the settlement of civil and regulatory matters if not included in the calculation of Adjusted EBITDA. Our Minimum Fixed Charge Coverage Ratio as of March 31, 2025 was 1.59 to 1.00.

•Maximum Total Leverage Ratio. The Company must maintain a ratio of (x) the sum of all consolidated indebtedness (excluding eligible subordinated debt and letter of credit obligations), plus (y) gross amounts reserved for civil and regulatory liabilities identified in filings with the SEC, to Adjusted EBITDA of no more than 3.00 to 1.00. Our Maximum Total Leverage Ratio as of March 31, 2025 was 1.58 to 1.00.

The First Amendment eliminated the Maximum Senior Secured Leverage Ratio covenant and amended the Maximum Total Leverage Ratio covenant to no more than 3.00 to 1.00 from no more than 2.50 to 1.00.

As of March 31, 2025, the Company was in compliance with financial covenants under the Senior Credit Facility. The Company continues to manage the impact of commodity costs on financial covenant compliance. Maintaining compliance with our covenants under our Senior Credit Facility may impact our ability to pay dividends on our Series A Preferred Stock.

The Credit Agreement contains various customary affirmative covenants that require, among other things, the Company to maintain insurance, pay its obligations and comply with law. The Credit Agreement also contains customary negative covenants that limit the Company’s ability to, among other things, incur certain additional indebtedness, grant certain liens, engage in certain asset dispositions, merge or consolidate, make certain payments, distributions and dividends, investments, acquisitions or loans, materially modify certain agreements, and enter into transactions with affiliates.

The Senior Credit Facility is secured by pledges of the equity of the portion of Spark HoldCo owned by the Company, the equity of Spark HoldCo’s subsidiaries, the Co-Borrowers’ present and future subsidiaries, and substantially all of the Co-Borrowers’ and their subsidiaries’ present and future property and assets, including intellectual property assets, accounts receivable, inventory and liquid investments, and control agreements relating to bank accounts.

The Company is entitled to pay cash dividends to the holders of its Series A Preferred Stock stock so long as: (a) no default exists or would result therefrom; (b) the Co-Borrowers are in pro forma compliance with all financial covenants before and after giving effect thereto; and (c) the outstanding amount of all loans and letters of credit do not exceed the borrowing base limits.

The Credit Agreement Senior Credit Facility contains certain customary representations and warranties and events of default. Events of default include, among other things, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults and cross-acceleration to certain indebtedness, certain events of bankruptcy, certain events under ERISA, material judgments in excess of $5.0 million, certain events with respect to material contracts, and actual or asserted failure of any guaranty or security document supporting the Senior Credit Facility to be in full force and effect. A default will also occur if at any time W. Keith Maxwell III ceases to, directly or indirectly, beneficially own at least fifty-one percent (51%) of the Company’s outstanding Class A common stock and Class B common stock on a combined basis, and a controlling percentage of the voting equity interest of the Company, and certain other changes in control. If such an event of default occurs, the lenders under the Senior Credit Facility would be entitled to take various actions, including the acceleration of amounts due under the facility and all actions permitted to be taken by a secured creditor.

Subordinated Debt Facility

The Company maintains an Amended and Restated Subordinated Promissory Note in the principal amount of up to $25.0 million (the “Subordinated Debt Facility”), by and among the Company, Spark HoldCo and Retailco. The Subordinated Debt Facility allows the Company to draw advances in increments of no less than $1.0 million per advance up to $25.0 million. In connection with entering into the First Amendment to the Credit Agreement, the Company entered into an amended and restated subordinated promissory note with Spark HoldCo and Retailco, which extends the maturity date of the note to January 31, 2028.

Borrowings are at the discretion of Retailco. Advances thereunder accrue interest at an annual rate equal to the prime rate as published by the Wall Street Journal plus two percent (2.0%) from the date of the advance.

The Company has the right to capitalize interest payments under the Subordinated Debt Facility. The Subordinated Debt Facility is subordinated in certain respects to our Senior Credit Facility pursuant to a subordination agreement. The Company may pay interest and prepay principal on the Subordinated Debt Facility so long it is in compliance with the covenants under the Senior Credit Facility, is not in default under the Senior Credit Facility and has minimum availability of $5.0 million under the borrowing base under the Senior Credit Facility. Payment of principal and interest under the Subordinated Debt Facility is accelerated upon the occurrence of certain change of control or sale transactions.

As of March 31, 2025, and December 31, 2024, there were zero outstanding borrowings under the Subordinated Debt Facility.

10. Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date. Fair values are based on assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and the risks inherent in valuation techniques and the inputs to valuations. This includes the credit standing of counterparties involved and the impact of credit enhancements.

We apply fair value measurements to our commodity derivative instruments based on the following fair value hierarchy, which prioritizes the inputs to the valuation techniques used to measure fair value into three broad levels:

•Level 1—Quoted prices in active markets for identical assets and liabilities. Instruments categorized in Level 1 primarily consist of financial instruments such as exchange-traded derivative instruments.

•Level 2—Inputs other than quoted prices recorded in Level 1 that are either directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived from observable market data by correlation or other means. Instruments categorized in Level 2 primarily include non-exchange traded derivatives such as over-the-counter commodity forwards and swaps and options.

•Level 3—Unobservable inputs for the asset or liability, including situations where there is little, if any, observable market activity for the asset or liability. The Level 3 category includes estimated earnout obligations related to our acquisitions.

As the fair value hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable data (Level 3), the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. These levels can change over time. In some cases, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. In these cases, the lowest level input that is significant to a fair value measurement in its entirety determines the applicable level in the fair value hierarchy.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present assets and liabilities measured and recorded at fair value in our condensed consolidated balance sheets on a recurring basis by and their level within the fair value hierarchy (in thousands):


	Level 1		Level 2		Level 3		Total
March 31, 2025
Non-trading commodity derivative assets	$	2,890	$	4,467	$	—	$	7,357
Trading commodity derivative assets	—		29		—		29
Total commodity derivative assets	$	2,890	$	4,496	$	—	$	7,386
Non-trading commodity derivative liabilities	$	(30)	$	(458)	$	—	$	(488)
Trading commodity derivative liabilities	—		(314)		—		(314)
Total commodity derivative liabilities	$	(30)	$	(772)	$	—	$	(802)


	Level 1		Level 2		Level 3		Total
December 31, 2024
Non-trading commodity derivative assets	$	445	$	6,690	$	—	$	7,135
Trading commodity derivative assets	—		2,028		—		2,028
Total commodity derivative assets	$	445	$	8,718	$	—	$	9,163
Non-trading commodity derivative liabilities	$	(180)	$	(1,432)	$	—	$	(1,612)
Trading commodity derivative liabilities	—		(144)		—		(144)
Total commodity derivative liabilities	$	(180)	$	(1,576)	$	—	$	(1,756)

We had no transfers of assets or liabilities between any of the above levels during the three months ended March 31, 2025 and the year ended December 31, 2024.

Our derivative contracts include exchange-traded contracts valued utilizing readily available quoted market prices and non-exchange-traded contracts valued using market price quotations available through brokers or over-the-counter and on-line exchanges. In addition, in determining the fair value of our derivative contracts, we apply a credit risk valuation adjustment to reflect credit risk, which is calculated based on our or the counterparty’s historical credit risks. As of March 31, 2025 and December 31, 2024, the credit risk valuation adjustment was a reduction of derivative assets, net of $0.1 million and $0.1 million, respectively.

11. Income Taxes

Income Taxes

We and our subsidiaries, CenStar and Verde Energy USA, Inc. (“Verde Corp”) are each subject to U.S. federal income tax as corporations. CenStar and Verde Corp file consolidated tax returns in jurisdictions that allow combined reporting. Spark HoldCo and its subsidiaries, with the exception of CenStar and Verde Corp, are treated as flow-through entities for U.S. federal income tax purposes, and, as such, are generally not subject to U.S. federal income tax at the entity level. Rather, the tax liability with respect to their taxable income is passed through to their members or partners. Accordingly, we are subject to U.S. federal income taxation on our allocable share of Spark HoldCo’s net U.S. taxable income.

In our financial statements, we report federal and state income taxes for our share of the partnership income attributable to our ownership in Spark HoldCo and for the income taxes attributable to CenStar and Verde Corp. Net income attributable to non-controlling interest includes the provision for income taxes related to CenStar and Verde Corp.

We account for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the tax bases of the assets and liabilities. We apply existing tax law and the tax rate that we expect to apply to taxable income in the years in which those differences are expected to be recovered or settled in calculating the deferred tax assets and liabilities. Effects of changes in tax rates on deferred tax assets and liabilities are recognized in income in the period of the tax rate enactment. A valuation allowance is recorded when it is not more likely than not that some or all of the benefit from the deferred tax asset will be realized.

We periodically assess whether it is more likely than not that we will generate sufficient taxable income to realize our deferred income tax assets. In making this determination, we consider all available positive and negative evidence and make certain assumptions. We consider, among other things, our deferred tax liabilities, the overall business environment, our historical earnings and losses, current industry trends, and our outlook for future years. We believe it is more likely than not that our deferred tax assets will be utilized, and accordingly have not recorded a valuation allowance on these assets.

As of March 31, 2025, we had a net deferred tax asset of $4.9 million, due in large part to the original step up in tax basis resulting from the initial purchase of Spark HoldCo units from NuDevco Retail and NuDevco Retail Holdings (predecessor to Retailco) in connection with our initial public offering.

The effective U.S. federal and state income tax rate for the three months ended March 31, 2025 and 2024 was 19.9% and 20.0%, respectively. The effective tax rate for three months ended March 31, 2025 differed from the U.S. federal statutory tax rate of 21% primarily due to state taxes and the benefit provided from Spark HoldCo operating as a limited liability company, which is treated as a partnership for federal and state income tax purposes and is not subject to federal and state income taxes. Accordingly, the portion of earnings attributable to non-controlling interest is subject to tax when reported as a component of the non-controlling interest holders’ taxable income.

12. Commitments and Contingencies

From time to time, we may be involved in legal, tax, regulatory and other proceedings in the ordinary course of business. Liabilities for loss contingencies arising from claims, assessments, litigation or other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated.

Legal Proceedings

Below is a summary of our currently pending material legal proceedings. We are subject to lawsuits and claims arising in the ordinary course of our business. The following legal proceedings are in various stages and are subject to substantial uncertainties concerning the outcome of material factual and legal issues. Accordingly, unless otherwise specifically noted, we cannot currently predict the manner and timing of the resolutions of these legal proceedings or estimate a range of possible losses or a minimum loss that could result from an adverse verdict in a potential lawsuit. While the lawsuits and claims are asserted for amounts that may be material should an unfavorable outcome occur, management does not currently expect that any currently pending matters will have a material adverse effect on our financial position or results of operations.

Consumer Lawsuits

Similar to other energy service companies (“ESCOs”) operating in the industry, from time-to-time, the Company is subject to class action lawsuits in various jurisdictions where the Company sells natural gas and electricity.

On January 14, 2021, Glikin, et al. v. Major Energy Electric Services, LLC, a purported variable rate class action was filed by a Maryland customer in the United States District Court, Southern District of New York, attempting to represent a class of all Major Energy customers (including customers of companies Major Energy acts as a successor to) in the United States charged a variable rate for electricity or gas by Major Energy during the applicable statute of limitations period up to and including the date of judgment. The Company moved this case to the United States District Court for the District of Maryland (Case No. 1:21-cv-03251-MJM) and in December 2023 filed a motion to dismiss the lawsuit. On September 18, 2024, the Court found that Plaintiff’s claims were unexhausted, stayed the case and ordered that Plaintiff must first present Plaintiff’s claims to the Maryland Public Service Communion (“MPSC”) before the Court may adjudicate them. Plaintiff filed its claim with the MPSC, the Company has responded and that claim is pending. The Company is vigorously defending this matter; however, given the current early stage of this matter, we cannot predict the outcome of this case at this time.

From time-to-time the Company and its operating subsidiaries receive TCPA-based lawsuits, which are without merit as the Company has a robust telemarketing compliance program in place. Three cases are pending, at early stages of litigation: (1) Clark v. Via Renewables, Inc. (filed January 30, 2024), (2) Picardi v. Major Energy Electric Services, Inc. (October 30, 2024), and (3) Grant v. Via Renewables, Inc. (November 15, 2024). The Company is vigorously defending these claims.

Corporate Matter Lawsuits

The Company may from time to time be subject to legal proceedings that arise in the ordinary course of business. Although there can be no assurance in this regard, the Company does not expect any of those legal proceedings to have a material adverse effect on the Company’s results of operations, cash flows or financial condition.

On July 19, 2024, Joshua Amburgey, a purported stockholder of the Company at the time of the Merger, filed a verified class action complaint, Joshua Amburgey, on behalf of himself and all others similarly situated v. Via Renewables, Inc., et al., Case No. 2024-0762-KSJM (Del. Ch.) (the “Amburgey Action”) in the Court of Chancery of the State of Delaware (“Delaware Court”) against the Company and Amanda E. Bush, Stephen Kennedy and Kenneth Hartwick in their capacities as members of the Company’s Special Transaction Committee of the Board of Directors (“Special Committee”), as well as Mr. Maxwell, Retailco, LLC, TxEx Energy Investments, LLC, Electric Holdco, LLC, NuDevco Retail Holdings, LLC and NuDevco Retail, LLC. Plaintiff alleges that the defendants breached their fiduciary duties owed to the Company’s public stockholders in connection with the Merger. This matter is pending before the Delaware Chancery Court.

On July 25, 2024, Bruce Taylor, a purported stockholder of the Company at the time of the Merger, filed a verified class action complaint, Bruce Taylor v. W. Keith Maxwell III, et al., Case No. 2024-0794 (Del. Ch.) (the “Taylor Action”) in the Delaware Court against the Special Committee, and Mike Barajas, in his capacity as the Company’s Chief Financial Officer, as well as Mr. Maxwell in his capacity as controlling stockholder of the Company. Plaintiff alleges that the defendants breached their fiduciary duties and participated in the provision of a materially untrue and misleading proxy statement to Company’s minority stockholders in connection with the Merger. This matter is pending before the Delaware Chancery Court.

Regulatory Matters

Many state regulators have increased scrutiny on retail energy providers, across all industry providers. We are subject to regular regulatory inquiries, license renewal reviews, and preliminary investigations in the ordinary course of our business. Below is a summary of our currently pending material state regulatory matters. The following state regulatory matters are in various stages and are subject to substantial uncertainties concerning the outcome of material factual and legal issues. Accordingly, we cannot currently predict the manner and timing of the resolution of these state regulatory matters or estimate a range of possible losses or a minimum loss that could result from an adverse action. Management does not currently expect that any currently pending state regulatory matters will have a material adverse effect on our financial position or results of operations.

Illinois. On July 26, 2023, Spark Energy, LLC received a demand letter from a law firm representing the Office of the Illinois Attorney General alleging that Spark Energy, LLC’s marketing and sales practices may have not been in compliance with Illinois law. The letter offered, in the interest of efficiency and minimizing litigation costs, a settlement demand to resolve the matter. The Company has agreed to engage in mediation with the law firm to try to resolve this matter. The Company met for an all-day mediation in August 2024. The Company voluntarily worked with the firm to reach a settlement, however, settlement discussions to date were not successful and the Attorney General commenced a lawsuit in Illinois against Spark Energy, LLC and Spark Energy Gas, LLC in January 2025. The Company intends to vigorously defend against this lawsuit.

Maine. On February 9, 2023, Maine Commission’s Consumer Assistance and Safety Division (“Advocacy Staff”) filed a Request for Formal Investigation requesting that the Maine Commission open a formal, enforcement investigation to review whether Company’s subsidiary, Electricity Maine, LLC (EME), is in compliance with the Maine Commission’s Rules. During a special deliberative session, the same day, the Maine Commission announced it would proceed with a formal investigation of EME, which was noticed in a Notice of Enforcement Investigation issued February 10, 2023 (Docket No. 2023-00024). The Company met with Advocacy Staff over the course of several months to address concerns. As a result, the Company and the Advocacy Staff have agreed to a settlement in principle pursuant to which customers would receive certain limited refunds on their energy bill. On October 18, 2024, the Maine Commission approved EME’s proposed settlement (“Settlement”). The Company is currently complying with the Settlement.

Maryland. Maryland SB1, sponsored by Senator Augustine (D-Prince George’s County) and Delegate Crosby (D- St. Mary’s County), was signed into law in May 2024. In addition to numerous green energy requirements, pricing restrictions, and burdensome new consumer protections, Maryland SB1 prohibits residential purchase of receivables (POR) for contracts executed or renewed after December 31, 2024. Maryland SB1's effect has been to largely make it extremely difficult for all retail energy providers to offer Maryland residential consumers energy choice. The Company is working to minimize economic impacts of Maryland SB1 to the Company.

Massachusetts.In February 2025, the Massachusetts Department of Public Utilities opened a new docket, DP 19-07, and has met twice with industry participants to address concerns it has in the retail energy market. The focus of DP 19-07 is (i) limiting green energy offerings in Massachusetts to Class I Massachusetts renewable energy credits (i.e.,renewable energy from projects built after 1997 and located within the New England region) and (ii) only permitting retail energy sales on the government’s consumer shopping website. This proposal, if enacted, would have the effect on all retail energy providers in Massachusetts, making it more costly to provide green energy offerings and extremely difficult to offer Massachusetts residential consumers energy choice. The Company is working to minimize economic impacts of Massachusetts to the Company.

Ohio. On August 14, 2024, the Public Utility Commission of Ohio (“PUCO”) sent Major Energy a notice of probable non-compliance regarding approximately fifty-five consumer complaints during the time period January 3, 2023 through April 12, 2024. The Company is working cooperatively with PUCO to resolve this matter, provided its detailed response to the probable non-compliance on October 24, 2024, met with PUCO several times to discuss this matter, and believes this matter will not have a material impact on the Company.

In addition to the matters disclosed above, in the ordinary course of business, the Company may from time to time be subject to regulators initiating informal reviews or issuing subpoenas for information as means to evaluate the Company and its subsidiaries’ compliance with applicable laws, rules, regulations and practices. Although there can be no assurance in this regard, the Company does not expect any of those regulatory reviews to have a material adverse effect on the Company’s results of operations, cash flows or financial condition.

Indirect Tax Audits

We are undergoing various types of indirect tax audits spanning from years 2022 to 2024 for which additional liabilities may arise. At the time of filing these consolidated financial statements, these indirect tax audits are at an early stage and subject to substantial uncertainties concerning the outcome of audit findings and corresponding responses.

As of March 31, 2025 and December 31, 2024, we had accrued $11.5 million and $11.9 million, respectively, related to litigation and regulatory matters and less than $0.1 million and $0.8 million, respectively, related to indirect tax audits. The accrual for litigation and regulatory matters, and indirect tax audits is recorded in accrued liabilites on the balance sheet. The outcome of each of these may result in additional expense.

13. Transactions with Affiliates

Transactions with Affiliates

We enter into transactions with and pay certain costs on behalf of affiliates that are commonly controlled in order to reduce risk, reduce administrative expense, create economies of scale, create strategic alliances and supply goods and services to these related parties. We also sell and purchase natural gas and electricity with affiliates. We present receivables and payables with the same affiliate on a net basis in the condensed consolidated balance sheets as all affiliate activity is with parties under common control. Affiliated transactions include certain services to the affiliated companies associated with employee benefits provided through our benefit plans, insurance plans, leased office space, administrative salaries, due diligence work, recurring management consulting, and accounting, tax, legal, or technology services. Amounts billed are based on the services provided, departmental usage, or headcount, which are considered reasonable by management. As such, the accompanying condensed consolidated financial statements include costs that have been incurred by us and then directly billed or allocated to affiliates, as well as costs that have been incurred by our affiliates and then directly billed or allocated to us, and are recorded net in general and administrative expense on the condensed consolidated statements of operations with a corresponding accounts receivable—affiliates or accounts payable—affiliates, respectively recorded in the condensed consolidated balance sheets. Transactions with affiliates for sales or purchases of natural gas and electricity are recorded in retail revenues, retail cost of revenues, and net asset optimization revenues in the condensed consolidated statements of operations with a corresponding accounts receivable—affiliate or accounts payable—affiliate recorded in the condensed consolidated balance sheets.

The following tables presents asset and liability balances with affiliates (in thousands):


	March 31, 2025		December 31, 2024








Assets
Accounts Receivable - affiliates	$	4,260	$	4,119
Total Assets - affiliates	$	4,260	$	4,119


	March 31, 2025		December 31, 2024








Liabilities
Accounts Payable - affiliates	$	1,076	$	157
Subordinated Debt - affiliates	—		—
Total Liabilities - affiliates	$	1,076	$	157

The following table presents revenues and cost of revenues recorded in net asset optimization revenue associated with affiliates for the periods indicated (in thousands):


	Three Months Ended March 31,
	2025		2024









Revenue NAO - affiliates	$	658	$	482
Less: Cost of Revenue NAO - affiliates	—		1

Net NAO - affiliates	$	658	$	481

The Company's retail cost of revenue includes gains/(losses) related to derivative instruments transactions with affiliates. For the three months ended March 31, 2025 and March 31, 2024, respectively, we recognized a loss of $0.2 million and gain of $0.8 million, respectively, in retail cost of revenue related to derivative instrument settlements.

Cost Allocations

Where costs incurred on behalf of the affiliate or us cannot be determined by specific identification for direct billing, the costs are allocated to the affiliated entities or us based on estimates of percentage of departmental usage, wages or headcount. The total net amount direct billed and allocated to/(from) affiliates was ($0.6 million) and $0.4 million for the three months ended March 31, 2025 and 2024, respectively. The Company would have incurred incremental costs of $0.4 million and $0.3 million for the three months ended March 31, 2025 and 2024, respectively, operating on a stand-alone basis.

Distributions to and Contributions from Affiliates

During the three months ended March 31, 2025 and 2024, Spark HoldCo made distributions to these affiliates for gross-up distributions of zero and $0.1 million, respectively, in connection with distributions made between Spark HoldCo and Via Renewables, Inc. for payment of income taxes incurred by us.

As discussed in Note 4 – Equity, on December 31, 2024, Spark HoldCo distributed $5.0 million in cash to the non-controlling interest holder, and the non-controlling interest holder transferred 206,273 shares of Class B common stock to the Company. On March 31, 2025, Spark HoldCo distributed $6.0 million in cash to the non-controlling interest holder, and the non-controlling interest holder transferred 262,891 shares of Class B common stock to the Company.

Subordinated Debt Facility

The Company maintains an Amended and Restated Subordinated Promissory Note in the principal amount of up to $25.0 million (the “Subordinated Debt Facility”), by and among the Company, Spark HoldCo and Retailco. The Subordinated Debt Facility allows the Company to draw advances in increments of no less than $1.0 million per advance up to $25.0 million through January 31, 2028. In connection with entering into the First Amendment to the Credit Agreement, the Company entered into an amended and restated subordinated promissory note with Spark HoldCo and Retailco, which extends the maturity date of the note to January 31, 2028. Borrowings are at the discretion of Retailco. Advances thereunder accrue interest at an annual rate equal to the prime rate as published by the Wall Street Journal plus two percent (2.0%) from the date of the advance.

As of March 31, 2025 and December 31, 2024, there were zero outstanding borrowings under the Subordinated Debt Facility. See Note 9 “Debt” for a further description of terms and conditions of the Subordinated Debt Facility.

14. Segment Reporting

Our reportable business segments are retail electricity and retail natural gas. The retail electricity segment consists of electricity sales and transmission to residential and commercial customers. The retail natural gas segment consists of natural gas sales to, and natural gas transportation and distribution for, residential and commercial customers. The Chief Executive Officer, who is also the Chief Operating Decision Maker (“CODM”), determines the reportable business segments by considering the strategic operating units used to make financial decisions, allocate resources and assess performance of our business.

The primary metric used by the CODM in managing the Company, assessing segment performance, and allocating resources is retail gross margin. We use retail gross margin to assess the performance of our operating segments. We define retail gross margin as gross profit less (i) net asset optimization (expenses) revenues, (ii) net (losses) gains on non-trading derivative instruments, (iii) net current period cash settlements on non-trading derivative instruments, and (iv) gains (losses) from non-recurring events (including non-recurring market volatility).

We deduct net gains (losses) on non-trading derivative instruments, excluding current period cash settlements, from the retail gross margin calculation in order to remove the non-cash impact of net gains and losses on these derivative

instruments. We deduct net gains (losses) from non-recurring events (including non-recurring market volatility) to ensure retail gross margin reflects operating performance that is not distorted by non-recurring events or extreme market volatility. Retail gross margin should not be considered an alternative to, or more meaningful than, operating income (loss), as determined in accordance with GAAP.

The Company’s CODM reviews significant expenses on a consolidated level.

Three Months Ended March 31,

Financial data for business segments are as follows (in thousands):


Three Months Ended March 31, 2025
	Retail Electricity (1)		Retail Natural Gas		Corporate and Other		Eliminations		Consolidated
Total revenues	$	80,720	$	63,783	$	(2,246)	$	—	$	142,257
Retail cost of revenues	58,202		37,189		2		—		95,393
Less:
Net asset optimization expense(2)	—		—		(2,249)		—		(2,249)
Net, gain on non-trading derivative instruments	4,863		1,691		—		—		6,554
Current period settlements on non-trading derivatives	(3,759)		(141)		—		—		(3,900)

Retail Gross Margin	$	21,414	$	25,044	$	1	$	—	$	46,459
Add: Reconciling items (3)									405
Gross Profit									$	46,864
Total Assets at March 31, 2025	$	1,932,644	$	167,105	$	315,930	$	(2,068,277)	$	347,402
Goodwill at March 31, 2025	$	117,813	$	2,530	$	—	$	—	$	120,343

(1) Retail Electricity includes related services.

(2) For the three months ended March 31, 2025 we recorded asset optimization revenues of $20.1 million and asset optimization cost of revenues of $22.3 million, which are presented on a net basis in asset optimization revenues.

(3) Reconciling item includes net asset optimization expenses, net loss and gain on non-trading derivative instruments and current period settlements on non-trading activities.


Three Months Ended March 31, 2024
	Retail Electricity(1)		Retail Natural Gas		Corporate and Other		Eliminations		Consolidated
Total revenues	$	77,329	$	37,059	$	(332)	$	—	$	114,056
Retail cost of revenues	49,131		19,203		628		—		68,962
Less:
Net asset optimization expense (2)	—		—		(1,597)		—		(1,597)
Net, loss on non-trading derivative instruments	(3,836)		(460)		—		—		(4,296)
Current period settlements on non-trading derivatives	13,123		2,119		—		—		15,242

Retail Gross Margin	$	18,911	$	16,197	$	637	$	—	$	35,745
Add: Reconciling items (3)									9,349
Gross Profit									$	45,094
Total Assets at December 31, 2024	$	1,867,055	$	126,911	$	317,408	$	(1,966,435)	$	344,939
Goodwill at December 31, 2024	$	117,813	$	2,530	$	—	$	—	$	120,343

(1) Retail Electricity includes related services.

(2) For the three months ended March 31, 2024, we recorded asset optimization revenues of $11.5 million and asset optimization cost of revenues and $13.1 million, respectively, which are presented on a net basis in asset optimization revenues.

(3) Reconciling item includes net asset optimization expenses, net loss and gain on non-trading derivative instruments and current period settlements on non-trading activities.

15. Customer Acquisitions

Acquisition of Customer Books

In April 2024, we entered into an asset purchase agreement to acquire up to approximately 12,556 residential customer equivalents ("RCEs") for a cash purchase price of up to a maximum of $2.3 million. These customers began transferring in June of 2024, and were in our existing markets. As part of the acquisition, we funded an escrow account, the balance of which was reflected as restricted cash in our condensed consolidated balance sheet. As we acquired customers, we made payments to the sellers from the escrow account. As of December 31, 2024, we completed this acquisition and approximately 9,300 RCEs were transferred. The balance of $0.4 million in the escrow account as of December 31, 2024, was returned to the Company in the first quarter of 2025. As of March 31, 2025, the balance in the escrow account was zero.

In October 2024, we entered into two asset purchase agreements to acquire up to 100,600 RCEs for a cash purchase price of up to a maximum $16.9 million paid in cash or funded into escrow accounts. These customers are located in our existing markets and began transferring in December of 2024 and January of 2025.

As we acquire customers under these acquisition agreements, we will make payments to the sellers from the escrow accounts. Funds from the escrow account will be released to the sellers as acquired customers transfer from the sellers to the Company in accordance with the asset purchase agreement, and any unallocated balance will be returned to the Company once the acquisitions are complete. As of December 31, 2024, approximately 72,700 RCEs were transferred. During the three months ended March 31, 2025, approximately 26,300 RCEs were transferred for a total of approximately 99,000 RCEs as of March 31, 2025 related to customer book acquisitions. As of March 31, 2025 and December 31, 2024, the balance is the escrow accounts was $2.9 million and $15.5 million, respectively.

16. Subsequent Events

Declaration of Dividends

On April 16, 2025, we declared a quarterly cash dividend in the amount of $0.69348 per share to holders of record of the Series A Preferred Stock on July 1, 2025. The dividend will be paid on July 15, 2025.

Acquisition of Customer Books

In April 2025, we entered into two asset purchase agreements to acquire up to approximately 16,800 RCEs for a cash purchase price of up to a maximum of $1.8 million. These customers will begin transferring in the second quarter of 2025, and are located in our existing markets.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Report and the audited consolidated financial statements and notes thereto and management’s discussion and analysis of financial condition and results of operations included in our 2024 Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 6, 2025. Results of operations and cash flows for the three months ended March 31, 2025 are not necessarily indicative of results to be attained for any other period. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.”

Overview

We are an independent retail energy services company founded in 1999 and are organized as a Delaware corporation that provides residential and commercial customers in competitive markets across the United States with an alternative choice for natural gas and electricity. We purchase our electricity and natural gas supply from a variety of wholesale providers and bill our customers monthly for the delivery of electricity and natural gas based on their consumption at either a fixed or variable price. Electricity and natural gas are then distributed to our customers by local regulated utility companies through their existing infrastructure. As of March 31, 2025, we operated in 104 utility service territories across 20 states and the District of Columbia.

Our business consists of two operating segments:

•Retail Electricity Segment. In this segment, we purchase electricity supply through physical and financial transactions with market counterparties and ISOs and supply electricity to residential and commercial consumers pursuant to fixed-price and variable-price contracts. For the three months ended March 31, 2025 and 2024, approximately 56% and 68%, respectively, of our retail revenues were derived from the sale of electricity.

•Retail Natural Gas Segment. In this segment, we purchase natural gas supply through physical and financial transactions with market counterparties and supply natural gas to residential and commercial consumers pursuant to fixed-price and variable-price contracts. For the three months ended March 31, 2025 and 2024, approximately 44% and 32%, respectively, of our retail revenues were derived from the sale of natural gas.

Recent Developments

Spark HoldCo Distribution

On March 31, 2025, Spark HoldCo distributed $6.0 million in cash to the non-controlling interest holder, and the non-controlling interest holder transferred 262,891 shares of Class B common stock to the Company.

Series A Preferred Stock Tender offer

Acquisition of Customer Books

Residential Customer Equivalents

We measure our number of customers using residential customer equivalents (“RCEs”). The following table shows our RCEs by segment during the three months ended March 31, 2025:

RCEs:


RCEs:
(In thousands)	December 31, 2024	Additions	Attrition	March 31, 2025	% Increase (Decrease)
Retail Electricity	232	19	39	212	(9)%
Retail Natural Gas	156	51	12	195	25%
Total Retail	388	70	51	407	5%

The following table details our count of RCEs by geographical location as of March 31, 2025:


RCEs by Geographic Location:
(In thousands)	Electricity	% of Total	Natural Gas	% of Total	Total	% of Total
New England	50	24%	13	7%	63	15%
Mid-Atlantic	104	49%	52	27%	156	38%
Midwest	23	11%	24	12%	47	12%
Southwest	35	16%	106	54%	141	35%
Total	212	100%	195	100%	407	100%

The geographical locations noted above include the following states:

•New England - Connecticut, Maine, Massachusetts and New Hampshire;

•Mid-Atlantic - Delaware, Maryland (including the District of Columbia), New Jersey, New York, Pennsylvania and Virginia;

•Midwest - Illinois, Indiana, Michigan and Ohio; and

•Southwest - Arizona, California, Colorado, Florida, Nevada and Texas.

Across our market areas, we have operated under a number of different retail brands. We currently operate under six retail brands.

Drivers of Our Business

The success of our business and our profitability are impacted by a number of drivers, the most significant of which are discussed below.

Customer Growth

Customer growth is a key driver of our operations. Our ability to acquire customers organically or by acquisition is important to our success as we experience ongoing customer attrition. Our customer growth strategy includes growing organically through traditional sales channels complemented by customer portfolio and business acquisitions.

During the three months ended March 31, 2025, we added approximately 43,700 RCEs primarily through our various organic sales channels. Although we expect to continue to acquire customers organically in the future, our sales rate is dependent on market conditions and may slow in future periods.

While we remain focused on organic sales and identifying customer portfolio and business acquisitions, we cannot ensure that our RCE count will remain at current levels or grow. Our RCE count, as well as the margins we earn on our customers, contribute to our overall profitability, cash flow and ability to pay dividends.

Customer Acquisition Costs

Managing customer acquisition costs is a key component of our profitability. Customer acquisition costs are those costs related to obtaining customers organically and do not include the cost of acquiring customers through acquisitions, which are recorded as customer relationships.

Customer Attrition

Customer attrition occurs primarily as a result of: (i) customer initiated switches; (ii) residential moves; (iii) disconnection resulting from customer payment defaults; and (iv) proactive non-renewal of contracts. Average monthly customer attrition for the three months ended March 31, 2025 and 2024 was 4.3% and 3.9%, respectively. Customer attrition was higher than prior year primarily due to our proactive non-renewals in Maryland due to regulatory changes as well as higher attrition related to new customer book acquisitions in the fourth quarter of 2024.

Customer Credit Risk

Our credit loss expense for the three months ended March 31, 2025 and 2024 was 0.9% and 0.8%, respectively, for non-purchase of receivable market ("non-POR") revenues. As the Company has increased sales activities in non-POR markets and focused on collection efforts, we have experienced an increase in credit loss expense during the three months ended March 31, 2025.

Gross Profit

The profit earned between the price we are able to charge customers for retail electricity and natural gas and the cost to serve customers is a key component of the results of our operations. Prices we are able to charge customers for retail electricity and natural gas vary with market conditions, and are subject to regulatory restrictions in many of the markets we serve. Costs to serve customers are tied closely to gas and power commodity markets, which exposes us to significant variability and uncertainties.

Weather Conditions

Weather conditions directly influence the demand for natural gas and electricity and affect the prices of energy commodities. Our hedging strategy is based on forecasted customer energy usage, which can vary substantially as a result of weather patterns deviating from historical norms. We are particularly sensitive to this variability in our residential customer segment where energy usage is highly sensitive to weather conditions that impact heating and cooling demand.

Our risk management policies direct that we hedge substantially all of our forecasted demand, which is typically hedged to long-term normal weather patterns. We also attempt to add additional protection through hedging from time to time to protect us from potential volatility in markets where we have historically experienced higher exposure to extreme weather conditions. Because we attempt to match commodity purchases to anticipated demand, unanticipated changes in weather patterns can have a significant impact on our operating results and cash flows from period to period.

Asset Optimization

Our asset optimization opportunities primarily arise during the winter heating season when demand for natural gas is typically at its highest. Given the opportunistic nature of these activities and because we account for these activities using the mark to market method of accounting, we experience variability in our earnings from our asset optimization activities from year to year.

Net asset optimization resulted in a loss of $2.2 million and a loss of $1.6 million for the three months ended March 31, 2025 and three months ended March 31, 2024, respectively.

Non-GAAP Performance Measures

We use the Non-GAAP performance measures of Adjusted EBITDA and Retail Gross Margin to evaluate and measure our operating results as follows:


	Three Months Ended March 31,
(in thousands)	2025		2024
Adjusted EBITDA (1)	$	27,714	$	15,068
Retail Gross Margin	$	46,459	$	35,745

(1) Adjusted EBITDA for three months ended March 31, 2025 includes an add back of $(0.2) million related to merger agreement expense.

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 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. (Refer to Note 9 “Debt” to Part I, Item 1 of this Report for discussion of the material terms of our Senior Credit Facility, including the covenant requirements for our Minimum Fixed Charge Coverage Ratio and Maximum Total Leverage Ratio)

The GAAP measures most directly comparable to Adjusted EBITDA are net income (loss) and net cash provided by (used in) operating activities. The following table presents a reconciliation of Adjusted EBITDA to these GAAP measures for each of the periods indicated.


	Three Months Ended March 31,
(in thousands)	2025		2024
Reconciliation of Adjusted EBITDA to net income:
Net income	$	18,467	$	19,064
Depreciation and amortization	5,028		2,040
Interest expense	1,818		1,929
Income tax expense	4,596		4,752
EBITDA	29,909		27,785
Less:
Gain (loss) on derivative instruments	4,386		(4,205)
Cash settlements on derivative instruments	(3,900)		15,425
Customer acquisition costs	1,500		2,444
Plus:
Non-cash compensation expense	—		514
Merger agreement expense	(209)		433

Adjusted EBITDA	$	27,714	$	15,068

The following table presents a reconciliation of Adjusted EBITDA to net cash provided by operating activities for each of the periods indicated.


	Three Months Ended March 31,
(in thousands)	2025		2024
Reconciliation of Adjusted EBITDA to net cash provided by operating activities:
Net cash provided by operating activities	$	24,950	$	17,099
Amortization of deferred financing costs	(167)		(206)
Bad debt expense	(688)		(304)
Interest expense	1,818		1,929
Income tax expense	4,596		4,752
Merger agreement expense	(209)		433


Changes in operating working capital
Accounts receivable, prepaids and current assets	6,428		(7,273)
Inventory	(1,387)		(1,761)
Accounts payable and accrued liabilities	2,352		2,216
Other	(9,979)		(1,817)
Adjusted EBITDA	$	27,714	$	15,068
Cash Flow Data:
Net cash provided by operating activities	$	24,950	$	17,099
Net cash used in investing activities	$	(14,005)	$	(450)
Net cash used in financing activities	$	(13,572)	$	(8,821)

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 measure most directly comparable to Retail Gross Margin is gross profit. The following table presents a reconciliation of Retail Gross Margin to gross profit for each of the periods indicated.


	Three Months Ended March 31,
(in thousands)	2025		2024
Reconciliation of Retail Gross Margin to Gross Profit




Total Revenue	$	142,257	$	114,056
Less:
Retail cost of revenues	95,393		68,962
Gross Profit	$	46,864	$	45,094
Less:
Net asset optimization expense	(2,249)		(1,597)
Gain (loss) on non-trading derivative instruments	6,554		(4,296)
Cash settlements on non-trading derivative instruments	(3,900)		15,242

Retail Gross Margin	$	46,459	$	35,745
Retail Gross Margin - Retail Electricity Segment	$	21,414	$	18,911
Retail Gross Margin - Retail Natural Gas Segment	$	25,044	$	16,197
Retail Gross Margin - Other	$	1	$	637

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.

Consolidated Results of Operations

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024


(In Thousands)	Three Months Ended March 31,
	2025			2024
Revenues:
Retail revenues	$	144,503		$	114,388
Net asset optimization expense	(2,249)			(1,597)
Other revenue	3			1,265
Total Revenues	142,257			114,056
Operating Expenses:
Retail cost of revenues	95,393			68,962
General and administrative expense	16,992			17,333
Depreciation and amortization	5,028			2,040
Total Operating Expenses	117,413			88,335
Operating income	24,844			25,721
Other (expense)/income:
Interest expense	(1,818)			(1,929)
Interest and other income	37			24
Total other expense	(1,781)			(1,905)
Income before income tax expense	23,063			23,816
Income tax expense	4,596			4,752
Net income	$	18,467		$	19,064
Other Performance Metrics:
Adjusted EBITDA (1) (2)	$	27,714		$	15,068
Retail Gross Margin (1)	$	46,459		$	35,745
Customer Acquisition Costs	$	1,500		$	2,444
Average Monthly RCE Attrition	4.3		%	3.9		%

(1) Adjusted EBITDA and Retail Gross Margin are non-GAAP financial measures. See “ — Non-GAAP Performance Measures” for a reconciliation of Adjusted EBITDA and Retail Gross Margin to their most directly comparable GAAP financial measures.

(2) Adjusted EBITDA for the three months ended March 31, 2025 includes an add back of $(0.2) million related to merger agreement expense.

Total Revenues. Total revenues for the three months ended March 31, 2025 were approximately $142.3 million, an increase of approximately $28.2 million, or 25%, from approximately $114.1 million for the three months ended March 31, 2024, as indicated in the table below (in millions). This increase was primarily due to higher gas and electricity volumes sold due to larger customer book as a result of customer book purchase in the fourth quarter of 2024, partially offset by lower electricity rates in the first quarter of 2025 as compared to the first quarter of 2024.


Change in electricity volumes sold	$	8.2
Change in natural gas volumes sold	27.9
Change in electricity unit revenue per MWh	(4.8)

Change in natural gas unit revenue per MMBtu	(1.2)
Change in other revenue	(1.2)
Change in net asset optimization expense	(0.7)
Change in total revenues	$	28.2

Retail Cost of Revenues. Total retail cost of revenues for the three months ended March 31, 2025 was approximately $95.4 million, an increase of approximately $26.4 million, or 38%, from approximately $69.0 million for the three months ended March 31, 2024, as indicated in the table below (in millions). This increase was primarily due to higher electricity and gas volumes as a result of larger customer book purchase in the fourth quarter of 2024 and change in value of retail derivative portfolio, offset by lower electricity costs in first quarter of 2025 compared to first quarter of 2024.


Change in electricity volumes sold	$	6.2
Change in natural gas volumes sold	15.7
Change in electricity unit cost per MWh	(5.3)

Change in natural gas unit cost per MMBtu	2.2
Change in other costs	(0.7)
Change in value of retail derivative portfolio	8.3
Change in retail cost of revenues	$	26.4

General and Administrative Expense. General and administrative expense for the three months ended March 31, 2025 was approximately $17.0 million, a decrease of approximately $0.3 million, or 2%, as compared to $17.3 million for the three months ended March 31, 2024. This decrease was primarily attributable to a decrease in stock compensation related to the merger in second quarter of 2024, and lower sales and marketing costs due to decrease in sales activity in first quarter of 2025.

Depreciation and Amortization Expense. Depreciation and amortization expense for the three months ended March 31, 2025 was approximately $5.0 million, an increase of approximately $3.0 million, or 150%, from approximately $2.0 million for the three months ended March 31, 2024. This increase was primarily due to an increased amortization expense associated with customer relationship intangibles that were acquired in fourth quarter of 2024.

Customer Acquisition Cost. Customer acquisition cost for the three months ended March 31, 2025 was approximately $1.5 million, a decrease of approximately $0.9 million, or 38% from approximately $2.4 million three months ended March 31, 2024, primarily due to a decrease in the sales activity in the first quarter of 2025 as compared to the first quarter of 2024.

Operating Segment Results


(in thousands, except volume and per unit operating data)	Three Months Ended March 31,
	2025		2024

Retail Electricity Segment
Total Revenues	$	80,720	$	77,329
Retail Cost of Revenues	58,202		49,131

Less: Gain on non-trading derivatives, net of cash settlements	1,104		9,287

Retail Gross Margin (1) — Electricity	$	21,414	$	18,911
Volumes — Electricity (MWhs)	557,618		504,307
Retail Gross Margin (2) — Electricity per MWh	$	38.40	$	37.50

Retail Natural Gas Segment
Total Revenues	$	63,783	$	37,059
Retail Cost of Revenues	37,189		19,203

Less: Gain on non-trading derivatives, net of cash settlements	1,550		1,659
Retail Gross Margin (1) — Gas	$	25,044	$	16,197
Volumes — Gas (MMBtus)	7,454,075		4,252,945
Retail Gross Margin (2) — Gas per MMBtu	$	3.36	$	3.81

(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 “Non-GAAP Performance 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.

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Retail Electricity Segment

Total revenues for the Retail Electricity Segment for the three months ended March 31, 2025 were approximately $80.7 million, an increase of approximately $3.4 million, or 4%, from approximately $77.3 million for the three months ended March 31, 2024. This increase was largely due to higher electricity volumes of $8.2 million as a result of a larger electricity customer book as compared to the first quarter of 2024 offset by lower electricity rates, which resulted in a decrease of $4.8 million.

Retail cost of revenues for the Retail Electricity Segment for the three months ended March 31, 2025 were approximately $58.2 million, an increase of approximately $9.1 million, or 19%, from approximately $49.1 million for the three months ended March 31, 2024. This increase was primarily due to higher electricity volumes due to a larger electricity customer book, resulting in increase of $6.2 million and change in the fair value of our retail derivative portfolio used for hedging, which resulted in an increase of $8.2 million offset by a decrease in electricity costs, resulting in a decrease of $5.3 million.

Retail gross margin for the Retail Electricity Segment for the three months ended March 31, 2025 was approximately $21.4 million, an increase of approximately $2.5 million, or 13%, from approximately $18.9 million for the three months ended March 31, 2024, as indicated in the table below (in millions).


Change in volumes sold	$	2.0

Change in unit margin per MWh	0.5

Change in retail electricity segment retail gross margin	$	2.5

Retail Natural Gas Segment

Total revenues for the Retail Natural Gas Segment for the three months ended March 31, 2025 were approximately $63.8 million, an increase of approximately $26.7 million, or 72%, from approximately $37.1 million for the three months ended March 31, 2024. This increase was attributable to higher gas volumes due to a larger gas customer book, resulting in an increase of $27.9 million, offset by lower natural gas rates, which decreased total revenues by $1.2 million.

Retail cost of revenues for the Retail Natural Gas Segment for the three months ended March 31, 2025 were approximately $37.2 million, an increase of $18.0 million, or 94%, from approximately $19.2 million for the three months ended March 31, 2024. This increase was primarily due to higher natural gas volumes due to a larger gas customer book, resulting in an increase of $15.7 million, and increase in natural gas cost, resulting in an increase of $2.2 million and a change in the fair value of our retail derivative portfolio used for hedging, which resulted in an increase of $0.1 million

Retail gross margin for the Retail Natural Gas Segment for the three months ended March 31, 2025 was approximately $25.0 million, an increase of approximately $8.8 million, or 54%, from approximately $16.2 million for the three months ended March 31, 2024, as indicated in the table below (in millions).


Change in volumes sold	$	12.1
Change in unit margin per MMBtu	(3.3)
Change in retail natural gas segment retail gross margin	$	8.8

Liquidity and Capital Resources

Overview

Our primary sources of liquidity are cash generated from operations and borrowings under our Senior Credit Facility. Our principal liquidity requirements are to meet our financial commitments, finance current operations, fund organic growth and/or acquisitions and service debt and pay dividends. Our liquidity requirements fluctuate with our level of customer acquisition costs, acquisitions, collateral posting requirements on our derivative instruments portfolio, distributions, the effects of the timing between the settlement of payables and receivables, including the effect of bad debts, weather conditions, and our general working capital needs for ongoing operations. Estimating our liquidity requirements is highly dependent on then-current market conditions, forward prices for natural gas and electricity, market volatility and our then existing capital structure and requirements.

We believe that cash generated from operations and our available liquidity sources will be sufficient to sustain current operations and to pay required taxes. Our ability to pay dividends to the holders of the Series A Preferred Stock in the future will ultimately depend on our RCE count, margins, profitability and cash flow, and the covenants under our Senior Credit Facility.

Liquidity Position

The following table details our available liquidity as of March 31, 2025:


($ in thousands)	March 31, 2025
Cash and cash equivalents	$	64,723
Senior Credit Facility Availability (1)	66,861

Subordinated Debt Facility Availability (2)	25,000
Total Liquidity	$	156,584

(1) Reflects amount of Letters of Credit that could be issued based on existing covenants as of March 31, 2025.

(2) The availability of the Subordinated Facility is dependent on ’Mr. Maxwell’s willingness and ability to lend. See “—Sources of Liquidity —Subordinated Debt Facility.”

Borrowings and related posting of letters of credit under our Senior Credit Facility are subject to material variations on a seasonal basis due to the timing of commodity purchases to satisfy natural gas inventory requirements and to meet customer demands during periods of peak usage. Additionally, borrowings are subject to borrowing base and covenant restrictions.

Cash Flows

Our cash flows were as follows for the respective periods (in thousands):


	Three Months Ended March 31,
	2025		2024
Net cash provided by operating activities	$	24,950	$	17,099
Net cash used in investing activities	$	(14,005)	$	(450)
Net cash used in financing activities	$	(13,572)	$	(8,821)

Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024

Cash Flows Provided by Operating Activities. Cash flows provided by operating activities for the three months ended March 31, 2025 increased by $7.9 million compared to the three months ended March 31, 2024. The increase was primarily the result of changes in working capital for the three months ended March 31, 2025.

Cash Flows Used in Investing Activities. Cash flows used in investing activities increased by $13.5 million for the three months ended March 31, 2025. The increase was primarily the result of customer book acquisitions during the three months ended March 31, 2025.

Cash Flows Used in Financing Activities. Cash flows used in financing activities increased by $4.8 million for the three months ended March 31, 2025, primarily due to distribution of $6.0 million to our non-controlling interest, offset by an decrease in net paydown of our Senior Credit Facility of $1.0 million, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Sources of Liquidity and Capital Resources

As of March 31, 2025, we had total commitments of $205.0 million under our Senior Credit Facility, of which $136.7 million was outstanding, including $35.7 million of outstanding letters of credit.

For a description of the terms and conditions of our Senior Credit Facility, including descriptions of the interest rate, commitment fee, covenants and terms of default, please see Note 9 “Debt” in the notes to our condensed consolidated financial statements.

As of March 31, 2025, we were in compliance with the covenants under our Senior Credit Facility. Based upon existing covenants as of March 31, 2025, we had availability to borrow up to $66.9 million under the Senior Credit Facility.

Maintaining compliance with our covenants under our Senior Credit Facility may impact our ability to pay dividends on our Series A Preferred Stock.

Amended and Restated Subordinated Debt Facility

In connection with entering into the Senior Credit Facility, we entered into an amended and restated subordinated promissory note (the “Subordinated Debt Facility”), which allows us to draw advances in increments of no less than $1.0 million per advance up to $25.0 million through January 31, 2028.

See Note 9 “Debt” for further information regarding the Subordinated Debt Facility.

Uses of Liquidity and Capital Resources

Repayment of Current Portion of Senior Credit Facility

Our Senior Credit Facility matures in June 2027, and no amounts are due currently. However, due to the revolving nature of the facility, excess cash available is generally used to reduce the balance outstanding, which at March 31, 2025 was $136.7 million, including $35.7 million of outstanding letters of credit. The current variable interest rate on the facility at March 31, 2025 was 7.57%.

Customer Acquisitions

Our customer acquisition strategy consists of customer growth obtained through organic customer additions as well as opportunistic acquisitions. During the three months ended March 31, 2025 and 2024, we spent a total of $1.5 million and $2.4 million, respectively, on organic customer acquisitions.

Capital Expenditures

Our capital requirements each year are relatively low and generally consist of minor purchases of equipment or information system upgrades and improvements. Capital expenditures for the three months ended March 31, 2025 and 2024 included $1.4 million and $0.5 million, respectively, related to information systems improvements.

Dividends and Distributions

For the three months ended March 31, 2025 we paid $2.4 million in dividends to holders of the Series A Preferred Stock. As of March 31, 2025, we had accrued $2.3 million related to dividends to holders of the Series A Preferred Stock. This dividend was paid on April 15, 2025. For a more detailed explanation of the Company's Series A Preferred Stock, please see Note 5 "Preferred Stock" in the notes to our condensed consolidated financial statements.

For the full year ended December 31, 2025, taking into consideration the amount of dividends already paid and estimating future dividends using the stated most recent dividend rate paid on the Series A Preferred Stock, we would be required to pay dividends of $9.4 million in the aggregate based on the Series A Preferred Stock outstanding as of March 31, 2025.

On April 16, 2025, we declared a dividend in the amount of $0.69348 per share for the Series A Preferred Stock for the first quarter of 2025. Dividends on Series A Preferred Stock will be paid on July 15, 2025 to holders of record on July 1, 2025. The Board of Directors may be required to reduce, eliminate or suspend quarterly cash dividends to the holders of the Series A Preferred Stock.

Future dividends are within the discretion of our Board of Directors, and will depend upon our operations, our financial condition, capital requirements and investment opportunities, the performance of our business, cash flows, RCE counts and the margins we receive, as well as restrictions under our Senior Credit Facility. A dividend penalty event would occur if dividends on the Series A Preferred Stock are in arrears for six or more quarterly dividend periods, in which case the dividend rate on the Series A Preferred Stock would increase by 2.00% per annum, and the holders of the Series A Preferred Stock would be entitled to elect two members to our Board of Directors, until the dividend penalty event is cured.

Off-Balance Sheet Arrangements

As of March 31, 2025, we had no material “off-balance sheet arrangements.”

Related Party Transactions

For a discussion of related party transactions, see Note 13 “Transactions with Affiliates” to Part I, Item 1 of this Report.

Critical Accounting Policies and Estimates

Our critical accounting policies and estimates are described in “Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in our 2024 Form 10-K. There have been no changes to these policies and estimates since the date of our 2024 Form 10-K.

Refer to Note 2 “Basis of Presentation and Summary of Significant Accounting Policies” to Part I, Item 1 of this Report for a discussion on recent accounting pronouncements.

Contingencies

In the ordinary course of business, we may become party to lawsuits, administrative proceedings and governmental investigations, including regulatory and other matters. Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. For a discussion of the status of current legal and regulatory matters, see Note 12 “Commitments and Contingencies” to Part I, Item 1 of this Report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risks relating to our operations result primarily from changes in commodity prices and interest rates, as well as counterparty credit risk. We employ established risk management policies and procedures to manage, measure, and limit our exposure to these risks.

Commodity Price Risk

We hedge and procure our energy requirements from various wholesale energy markets, including both physical and financial markets and through short and long-term contracts. Our financial results are largely dependent on the margin we are able to realize between the wholesale purchase price of natural gas and electricity plus related costs and the retail sales price we charge our customers for these commodities. We actively manage our commodity price risk by entering into various derivative or non-derivative instruments to hedge the variability in future cash flows from fixed-price forecasted sales and purchases of natural gas and electricity in connection with our retail energy operations. These instruments include forwards, futures, swaps, and option contracts traded on various exchanges, such as NYMEX and Intercontinental Exchange, or ICE, as well as over-the-counter markets. These contracts have varying terms and durations, which range from a few days to several years, depending on the instrument. We also utilize similar derivative contracts in connection with our asset optimization activities to attempt to generate incremental gross margin by effecting transactions in markets where we have a retail presence. Generally, any such instruments that are entered into to support our retail electricity and natural gas business are categorized as having been entered into for non-trading purposes, and instruments entered into for any other purpose are categorized as having been entered into for trading purposes.

Our net gain on our non-trading derivative instruments, net of cash settlements, was $2.7 million and $10.9 million for three months ended March 31, 2025 and 2024.

We have adopted risk management policies to measure and limit market risk associated with our fixed-price portfolio and our hedging activities. For additional information regarding our commodity price risk and our risk management policies, see “Item 1A—Risk Factors” in our 2024 Form 10-K.

We measure the commodity risk of our non-trading energy derivatives using a sensitivity analysis on our net open position. As of March 31, 2025, our Gas Non-Trading Fixed Price Open Position (hedges net of retail load) was a short position of 610,330 MMBtu. An increase of 10% in the market prices (NYMEX) from their March 31, 2025, levels would have decreased the fair market value of our net non-trading energy portfolio by $0.2 million. Likewise, a decrease of 10% in the market prices (NYMEX) from their March 31, 2025, levels would have increased the fair market value of our non-trading energy derivatives by $0.2 million. As of March 31, 2025, our Electricity Non-Trading Fixed Price Open Position (hedges net of retail load) was a short position of 188,072 MWhs. An increase of 10% in the forward market prices from their March 31, 2025, levels would have decreased the fair market value of our net non-trading energy portfolio by $0.9 million. Likewise, a decrease of 10% in the forward market prices from their March 31, 2025, levels would have increased the fair market value of our non-trading energy derivatives by $0.9 million.

Credit Risk

In many of the utility services territories where we conduct business, Purchase of Receivables (“POR”) programs have been established, whereby the local regulated utility purchases our receivables, and becomes responsible for billing the customer and collecting payment from the customer. This service results in substantially all of our credit risk being with the utility and not to our end-use customer in these territories. Approximately 59% and 60% of our retail revenues were derived from territories in which substantially all of our credit risk was with local regulated utility companies for the three months ended March 31, 2025 and 2024, respectively. We paid these local regulated utilities a weighted average discount of 1.3% and 1.2%, for the three months ended March 31, 2025 and 2024, respectively of total revenues for customer credit risk protection.

In certain of the POR markets in which we operate, the utilities limit their collections exposure by retaining the ability to transfer a delinquent account back to us for collection when collections are past due for a specified period.

If our collection efforts are unsuccessful, we return the account to the local regulated utility for termination of service. Under these service programs, we are exposed to credit risk related to payment for services rendered during the time between when the customer is transferred to us by the local regulated utility and the time we return the customer to the utility for termination of service, which is generally one to two billing periods. We may also realize a loss on fixed-price customers in this scenario due to the fact that we will have already fully hedged the customer’s expected commodity usage for the life of the contract.

In non-POR markets (and in POR markets where we may choose to direct bill our customers), we manage customer credit risk through formal credit review in the case of commercial customers, and credit score screening, deposits and disconnection for non-payment, in the case of residential customers. Economic conditions may affect our customers’ ability to pay bills in a timely manner, which could increase customer delinquencies and may lead to an increase in bad debt expense. Our bad debt expense for the three months ended March 31, 2025 and 2024 was 0.9% and 0.8% of non-POR market retail revenues, respectively. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Drivers of Our Business—Customer Credit Risk” for an analysis of our bad debt expense related to non-POR markets during the three months ended March 31, 2025.

We are exposed to wholesale counterparty credit risk in our retail and asset optimization activities. We manage this risk at a counterparty level and secure our exposure with collateral or guarantees when needed. At March 31, 2025, approximately $8.4 million of our total exposure of $11.2 million was either with a non-investment grade counterparty or otherwise not secured with collateral or a guarantee. The credit worthiness of the remaining exposure with other customers was evaluated with no material allowance recorded at March 31, 2025.

Interest Rate Risk

We are exposed to fluctuations in interest rates under our Senior Credit Facility and our Series A Preferred Stock.

At March 31, 2025, we were co-borrowers under the Senior Credit Facility, under which $101.0 million of variable rate indebtedness was outstanding. Based on the average amount of our variable rate indebtedness outstanding during the three months ended March 31, 2025, a 1.0% increase in interest rates would have resulted in additional annual interest expense of approximately $1.0 million.

On April 16, 2025, our Board of Directors declared a quarterly cash dividend in the amount of $0.69348 per share for the Series A Preferred Stock for the first quarter of 2025 for an aggregate amount of $2.3 million for the quarter. Based on the Series A Preferred Stock outstanding on March 31, 2025, a 1.0% increase in interest rates would have resulted in additional dividends of $0.2 million for the quarter.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. Based on this evaluation, management concluded that our disclosure controls and procedures were effective as of March 31, 2025.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended March 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

See Note 12 “Commitments and Contingencies” to Part I, Item 1 of this Report, which is incorporated by reference into this Part II, Item 1, for a description of certain ligation, legal proceedings, and regulatory matters.

Item 1A. Risk Factors.

Holders of Series A Preferred Stock should carefully consider the risk factors under “Item 1A— Risk Factors” in our 2024 Form 10-K. There has been no material change in our risk factors from those described in the 2024 Form 10-K. Our description of risks are not the sole risks for investors in Series A Preferred Stock. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations.

Item 6. Exhibits

The exhibits required to be filed by Item 6 are set forth in the Exhibit Index included below.

INDEX TO EXHIBITS

Incorporated by Reference

Exhibit

Exhibit Description

Form

Exhibit Number

Filing Date

SEC File No.

2.1#

Membership Interest Purchase Agreement, by and among Spark Energy, Inc., Spark HoldCo, LLC, Provider Power, LLC, Kevin B. Dean and Emile L. Clavet, dated as of May 3, 2016.

10-Q

2.1

5/5/2016

001-36559

2.2#

Membership Interest Purchase Agreement, by and among Spark Energy, Inc., Spark HoldCo, LLC, Retailco, LLC and National Gas & Electric, LLC, dated as of May 3, 2016.

10-Q

2.2

5/5/2016

001-36559

2.3#

Amendment No. 1 to the Membership Interest Purchase Agreement, dated as of July 26, 2016, by and among Spark Energy, Inc., Spark HoldCo, LLC, Provider Power, LLC, Kevin B. Dean and Emile L. Clavet.

8-K

2.1

8/1/2016

001-36559

2.4#

Membership Interest and Stock Purchase Agreement, by and among Spark Energy, Inc., CenStar Energy Corp. and Verde Energy USA Holdings, LLC, dated as of May 5, 2017.

10-Q

2.4

5/8/2017

001-36559

2.5

First Amendment to the Membership Interest and Stock Purchase Agreement, dated July 1, 2017, by and among Spark Energy, Inc., CenStar Energy Corp., and Verde Energy USA Holdings, LLC.

8-K

2.1

7/6/2017

001-36559

2.6#

Agreement to Terminate Earnout Payments, effective January 12, 2018, by and among Spark Energy, Inc., CenStar Energy Corp., Woden Holdings, LLC (fka Verde Energy USA Holdings, LLC), Verde Energy USA, Inc., Thomas FitzGerald, and Anthony Menchaca.

8-K

2.1

1/16/2018

001-36559

2.7#

Asset Purchase Agreement, dated March 7, 2018, by and between Spark HoldCo, LLC and National Gas & Electric, LLC.

10-K

2.7

3/9/2018

001-36559

2.8#

Asset Purchase Agreement, by and between Spark HoldCo, LLC, Starion Energy Inc., Starion Energy NY Inc., and Starion Energy PA Inc., dated October 19, 2018.

8-K

2.1

10/25/2018

001-36559

2.9

First Amendment to Asset Purchase Agreement, by and between Spark HoldCo, LLC, Starion Energy Inc., Starion Energy NY Inc., and Starion Energy PA, Inc., effective May 1, 2020.

10-Q

2.9

8/5/2020

001-36559

2.10^

Agreement and Plan of Merger, dated as of December 29, 2023, by and among Retailco, LLC, NuRetailco LLC and Via Renewables, Inc.

8-K

2.1

1/2/2024

001-36559

3.1

Composite Amended and Restated Certificate of Incorporation of Via Renewables, Inc., as amended through March 21, 2023

10-K

3.1

2/29/2024

001-36559

3.2

Second Amended and Restated Bylaws of Via Renewables, Inc

8-K

3.2

8/9/2021

001-36559

3.3

Certificate of Designations of Rights and Preferences of 8.75% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Stock

8-A

3/14/2017

001-36559

4.1

Description of Securities

10-Q

4.1

8/1/2024

001-36559

10.1#

First Amendment to Credit Agreement, dated June 28, 2024, by and among Via Renewables, Inc., Spark HoldCo, LLC, and the other subsidiaries of Via Renewables, Inc. and Spark HoldCo, LLC party thereto, as co-borrowers, Woodforest National Bank, as administrative agent, swing bank, swap bank, issuing bank, joint-lead arranger, sole bookrunner and syndication agent, and the other financial institutions party thereto.

8-K

10.1

6/28/2024

001-36559

10.2

Amended and Restated Subordinated Promissory Note (Note No. 8), dated June 28, 2024, by and among Via Renewables, Inc., Spark HoldCo, LLC and Retailco, LLC.

8-K

10.2

6/28/2024

001-36559

10.3

Asset Purchase Agreement by and between Tomorrow Energy Corp, as Seller, and Spark HoldCo, LLC, as Buyer, dated as of October 22, 2024

8-K

2.1

10/25/2024

001-36559

10.4

Amendment No. 3 to the Third Amended and Restated Limited Liability Company Agreement of Spark Holdco, LLC, dated as of October 30, 2024, by and between Via Renewables, Inc., Spark HoldCo, LLC, and Retailco, LLC.

10-Q

10.4

10/31/2024

001-36559

31.1*

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

31.2*

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.

32**

Certifications pursuant to 18 U.S.C. Section 1350.

101.INS*

XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL

101.SCH*

Inline XBRL Taxonomy Extension Schema Document.

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB*

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF*

Inline XBRL Taxonomy Extension Definition Linkbase Document.

104*

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS)

* Filed herewith

** Furnished herewith

^ The disclosure letters contemplated by this Agreement and Plan of Merger and the Exhibits to this Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby agrees to supplementally furnish to the SEC upon request any omitted disclosure letters or exhibits to the Agreement and Plan of Merger.

# Certain schedules, exhibits and annexes have been omitted in reliance on Item 601 (a)(5) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted schedule, exhibit or annex to the Commission upon request

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Via Renewables, Inc.

May 1, 2025

/s/ Mike Barajas

Mike Barajas

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

EX-31.1 2 certceoexh311-q12025.htm EX-31.1 CERTIFICATION BY CEO Document

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, W. Keith Maxwell III, certify that:

1. I have reviewed this Quarterly Report (the “report”) on Form 10-Q of Via Renewables, Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 1, 2025

/s/ W. Keith Maxwell III

W. Keith Maxwell III

Chief Executive Officer

(Principal Executive Officer)

EX-31.2 3 certcfoexh312-q12025.htm EX-31.2 CERTIFICATION BY CFO Document

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Mike Barajas, certify that:

1. I have reviewed this Quarterly Report (the “report”) on Form 10-Q of Via Renewables, Inc. (the “registrant”);

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 1, 2025

/s/ Mike Barajas

Mike Barajas

Chief Financial Officer

(Principal Accounting and Financial Officer)

EX-32 4 certceoandcfoexh32-q12025.htm EX-32 CERTIFICATION BY CEO AND CFO Document

EXHIBIT 32

Certification by the Principal Executive Officer and Principal Financial Officer

Pursuant to 18 U.S.C. Section 1350,

Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (the “Report”) of Via Renewables, Inc., a Delaware corporation (the “Company”), as filed with the Securities and Exchange Commission on the date hereof, W. Keith Maxwell III, Principal Executive Officer of the Company and Mike Barajas, Principal Accounting and Financial Officer of the Company, each certify, pursuant 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:

1.This Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 1, 2025

/s/ W. Keith Maxwell III

W. Keith Maxwell III

Chief Executive Officer

(Principal Executive Officer)

/s/ Mike Barajas

Mike Barajas

Chief Financial Officer

(Principal Accounting and Financial Officer)

EX-101.SCH 5 spke-20250331.xsd XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 0000001 - Document - Cover Page link:presentationLink link:calculationLink link:definitionLink 9952151 - Statement - CONDENSED CONSOLIDATED BALANCE SHEETS link:presentationLink link:calculationLink link:definitionLink 9952152 - Statement - CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 9952153 - Statement - CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS link:presentationLink link:calculationLink link:definitionLink 9952154 - Statement - CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY link:presentationLink link:calculationLink link:definitionLink 9952155 - Statement - CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS link:presentationLink link:calculationLink link:definitionLink 9952156 - Disclosure - Formation and Organization link:presentationLink link:calculationLink link:definitionLink 9952157 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies link:presentationLink link:calculationLink link:definitionLink 9952158 - Disclosure - Revenues link:presentationLink link:calculationLink link:definitionLink 9952159 - Disclosure - Equity link:presentationLink link:calculationLink link:definitionLink 9952160 - Disclosure - Preferred Stock link:presentationLink link:calculationLink link:definitionLink 9952161 - Disclosure - Derivative Instruments link:presentationLink link:calculationLink link:definitionLink 9952162 - Disclosure - Property and Equipment link:presentationLink link:calculationLink link:definitionLink 9952163 - Disclosure - Intangible Assets link:presentationLink link:calculationLink link:definitionLink 9952164 - Disclosure - Debt link:presentationLink link:calculationLink link:definitionLink 9952165 - Disclosure - Fair Value Measurements link:presentationLink link:calculationLink link:definitionLink 9952166 - Disclosure - Income Taxes link:presentationLink link:calculationLink link:definitionLink 9952167 - Disclosure - Commitments and Contingencies link:presentationLink link:calculationLink link:definitionLink 9952168 - Disclosure - Transactions with Affiliates link:presentationLink link:calculationLink link:definitionLink 9952169 - Disclosure - Segment Reporting link:presentationLink link:calculationLink link:definitionLink 9952170 - Disclosure - Customer Acquisitions link:presentationLink link:calculationLink link:definitionLink 9952171 - Disclosure - Subsequent Events link:presentationLink link:calculationLink link:definitionLink 9955511 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies (Policies) link:presentationLink link:calculationLink link:definitionLink 9955512 - Disclosure - Revenues (Tables) link:presentationLink link:calculationLink link:definitionLink 9955513 - Disclosure - Equity (Tables) link:presentationLink link:calculationLink link:definitionLink 9955514 - Disclosure - Preferred Stock (Tables) link:presentationLink link:calculationLink link:definitionLink 9955515 - Disclosure - Derivative Instruments (Tables) link:presentationLink link:calculationLink link:definitionLink 9955516 - Disclosure - Property and Equipment (Tables) link:presentationLink link:calculationLink link:definitionLink 9955517 - Disclosure - Intangible Assets (Tables) link:presentationLink link:calculationLink link:definitionLink 9955518 - Disclosure - Debt (Tables) link:presentationLink link:calculationLink link:definitionLink 9955519 - Disclosure - Fair Value Measurements (Tables) link:presentationLink link:calculationLink link:definitionLink 9955520 - Disclosure - Transactions with Affiliates (Tables) link:presentationLink link:calculationLink link:definitionLink 9955521 - Disclosure - Segment Reporting (Tables) link:presentationLink link:calculationLink link:definitionLink 9955522 - Disclosure - Revenues - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 9955523 - Disclosure - Revenues - Schedule of Disaggregation of Revenues (Details) link:presentationLink link:calculationLink link:definitionLink 9955524 - Disclosure - Revenues - Schedule of Rollforward of Our Allowance for Credit Losses (Details) link:presentationLink link:calculationLink link:definitionLink 9955525 - Disclosure - Equity - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 9955526 - Disclosure - Equity - Schedule of Change in NCI (Details) link:presentationLink link:calculationLink link:definitionLink 9955527 - Disclosure - Equity - Schedule of Economic Interests (Details) link:presentationLink link:calculationLink link:definitionLink 9955528 - Disclosure - Equity - Schedule of Net Income and Income Tax Expense (Benefit) Attributable to Non-Controlling Interest (Details) link:presentationLink link:calculationLink link:definitionLink 9955529 - Disclosure - Equity - Schedule of Basic and Diluted Income Per Share (Details) link:presentationLink link:calculationLink link:definitionLink 9955530 - Disclosure - Equity - VIEs (Details) link:presentationLink link:calculationLink link:definitionLink 9955531 - Disclosure - Preferred Stock - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 9955532 - Disclosure - Preferred Stock - Schedule of Preferred Equity Balance (Details) link:presentationLink link:calculationLink link:definitionLink 9955533 - Disclosure - Derivative Instruments - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 9955534 - Disclosure - Derivative Instruments - Schedule of Volumetric Underlying Derivative Transactions (Details) link:presentationLink link:calculationLink link:definitionLink 9955535 - Disclosure - Derivative Instruments - Schedule of Gains (Losses) on Derivative Instruments (Details) link:presentationLink link:calculationLink link:definitionLink 9955536 - Disclosure - Derivative Instruments - Schedule of Offsetting Assets (Details) link:presentationLink link:calculationLink link:definitionLink 9955537 - Disclosure - Derivative Instruments - Schedule of Offsetting Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 9955538 - Disclosure - Property and Equipment - Schedule of Property and Equipment (Details) link:presentationLink link:calculationLink link:definitionLink 9955539 - Disclosure - Property and Equipment - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 9955540 - Disclosure - Intangible Assets - Schedule of Goodwill, Customer Relationships and Trademarks (Details) link:presentationLink link:calculationLink link:definitionLink 9955541 - Disclosure - Intangible Assets - Schedule of Changes in Goodwill, Customer Relationships and Trademarks (Details) link:presentationLink link:calculationLink link:definitionLink 9955542 - Disclosure - Intangible Assets - Schedule of Estimated Future Amortization Expense (Details) link:presentationLink link:calculationLink link:definitionLink 9955543 - Disclosure - Debt - Schedule of Debt (Details) link:presentationLink link:calculationLink link:definitionLink 9955544 - Disclosure - Debt - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 9955545 - Disclosure - Debt - Schedule of Components of Interest Expense (Details) link:presentationLink link:calculationLink link:definitionLink 9955546 - Disclosure - Fair Value Measurements (Details) link:presentationLink link:calculationLink link:definitionLink 9955547 - Disclosure - Income Taxes (Details) link:presentationLink link:calculationLink link:definitionLink 9955548 - Disclosure - Commitments and Contingencies (Details) link:presentationLink link:calculationLink link:definitionLink 9955549 - Disclosure - Transactions with Affiliates - Schedule of Presents Asset and Liability Balances with Affiliates (Details) link:presentationLink link:calculationLink link:definitionLink 9955550 - Disclosure - Transactions with Affiliates - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 9955551 - Disclosure - Segment Reporting - Narrative (Details) link:presentationLink link:calculationLink link:definitionLink 9955552 - Disclosure - Segment Reporting - Schedule of Financial Data for Business Segments (Details) link:presentationLink link:calculationLink link:definitionLink 9955553 - Disclosure - Customer Acquisitions (Details) link:presentationLink link:calculationLink link:definitionLink 9955554 - Disclosure - Subsequent Events (Details) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 6 spke-20250331_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT EX-101.DEF 7 spke-20250331_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT EX-101.LAB 8 spke-20250331_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT Fair value of derivative assets, net Derivative Asset, Noncurrent Trading commodity derivatives Trading commodity derivatives Trading Commodity Contract, Noncurrent [Member] Trading Commodity Contract, Noncurrent [Member] Supplemental Disclosure of Cash Flow Information: Additional Cash Flow Elements and Supplemental Cash Flow Information [Abstract] > 5 years Finite-Lived Intangible Asset, Expected Amortization, after Year Four Finite-Lived Intangible Asset, Expected Amortization, after Year Four Distributions to affiliates Payments of Distributions to Affiliates Net transfers (to) from non-controlling interest Net Transfers (To) From Non-Controlling Interest Net Transfers (To) From Non-Controlling Interest Adjustments to reconcile net income to net cash flows provided by operating activities: Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] Additions Goodwill, Acquired During Period Property and equipment purchase accrual Change In Capital Expenditures Incurred But Not Yet Paid Change In Capital Expenditures Incurred But Not Yet Paid Statistical Measurement [Domain] Statistical Measurement [Domain] Transactions with Affiliates Related Party Transactions Disclosure [Text Block] Year ending December 31, Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] Derivatives, Fair Value [Line Items] Derivatives, Fair Value [Line Items] Non-Controlling Interest Holder Non-Controlling Interest Holder [Member] Non-Controlling Interest Holder Cover [Abstract] Increase in Cash, cash equivalents and Restricted cash Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect Customer acquisition costs, net Capitalized Contract Cost, Net, Current Other current liabilities Other current liabilities Other Liabilities, Current Schedule of Volumetric Underlying Derivative Transactions Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block] Trading Symbol Trading Symbol Segment Reporting Information [Line Items] Segment Reporting Information [Line Items] Ownership percentage (in percent) Equity Method Investment, Ownership Percentage All Trading Arrangements All Trading Arrangements [Member] (Loss) gain on trading derivatives, net Designated as Trading [Member] Designated as Trading [Member] Compensation Actually Paid vs. Net Income Compensation Actually Paid vs. Net Income [Text Block] Gross Assets Derivative Asset, Subject to Master Netting Arrangement, before Offset Non-NEOs Non-NEOs [Member] Schedule of Computation of Basic and Diluted Income Per Share Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] Variable Interest Entity, Primary Beneficiary Variable Interest Entity, Primary Beneficiary [Member] Rule 10b5-1 Arrangement Adopted Rule 10b5-1 Arrangement Adopted [Flag] Awards Close in Time to MNPI Disclosures Awards Close in Time to MNPI Disclosures [Table] Taxes Income Taxes Paid, Net Billed Revenue Billed Revenues [Member] Common Class A Common Class A [Member] Minimum availability under the borrowing base Subordinated Debt, Debt Covenant, Minimum Availability Subordinated Debt, Debt Covenant, Minimum Availability Position [Axis] Position [Axis] Distributions paid to non-controlling unit holders Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders Pay vs Performance Disclosure [Line Items] Line of Credit Facility [Table] Line of Credit Facility [Table] Peer Group Total Shareholder Return Amount Peer Group Total Shareholder Return Amount (Increase) decrease in accounts receivable Increase (Decrease) in Accounts Receivable Formation and Organization Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] Non-Rule 10b5-1 Arrangement Adopted Non-Rule 10b5-1 Arrangement Adopted [Flag] Hedging Relationship [Domain] Hedging Relationship [Domain] Fair Value Measurements Fair Value Disclosures [Text Block] Net Liabilities Derivative Liability, Subject to Master Netting Arrangement, before Offset of Collateral Midwest Midwest [Member] Midwest [Member] Award Timing Disclosures [Line Items] Repurchase of Series A Preferred Stock Temporary Equity, Carrying Amount, Period Increase (Decrease) Investment, Name [Domain] Investment, Name [Domain] Gain (loss) on derivatives, net Net, loss on non-trading derivative instruments Derivative, Gain (Loss) on Derivative, Net Other Performance Measure, Amount Other Performance Measure, Amount 2028 Finite-Lived Intangible Asset, Expected Amortization, Year Three Common stock, shares outstanding (in shares) Common Stock, Shares, Outstanding Total non-current assets Assets, Noncurrent Other revenue Product and Service, Other [Member] Revenue from Contract with Customer [Abstract] Revenue from Contract with Customer [Abstract] Relationship with our Founder, Sole Common Stock Shareholder, and Chief Executive Officer Transactions With Affiliates [Policy Text Block] Transactions With Affiliates Preferred stock, liquidation preference (in dollars per share) Preferred Stock, Liquidation Preference Per Share Other assets Other assets Other Assets, Noncurrent Entity Tax Identification Number Entity Tax Identification Number Preferred stock, shares issued (in shares) Temporary Equity, Shares Issued Cost Finite-Lived Intangible Assets, Gross Schedule of Finite-Lived Intangible Assets [Table] Intangible Asset, Finite-Lived [Table] Cash Collateral Offset Derivative Liability, Subject to Master Netting Arrangement, Collateral, Right to Reclaim Cash Offset Antidilutive Securities, Name [Domain] Antidilutive Securities, Name [Domain] Customer acquisition costs, net Capitalized Contract Cost, Net, Noncurrent Operating Segments Operating Segments [Member] Retail Electricity Retail Electricity Retail Electricity [Member] Retail Electricity [Member] Total Non-current Derivative Assets Commodity Contract, Noncurrent [Member] Commodity Contract, Noncurrent [Member] Net cash provided by operating activities Net Cash Provided by (Used in) Operating Activities Receivable Type [Axis] Receivable Type [Axis] Cash flows from operating activities: Net Cash Provided by (Used in) Operating Activities [Abstract] Treasury Stock Treasury Stock, Common [Member] Increase in accounts payable—affiliates Increase (Decrease) in Due to Affiliates, Current Total current period settlements on derivatives Gain (Loss) On Sale Of Derivatives, Settlements, Not Designated Gain (Loss) On Sale Of Derivatives, Settlements, Not Designated Equity Components [Axis] Equity Components [Axis] Other current assets Other current assets Other Assets, Current Award Timing Method Award Timing Method [Text Block] Non-cash Flow Hedging Non-cash Flow Hedging [Member] Non-cash Flow Hedging Trading Arrangements, by Individual Trading Arrangements, by Individual [Table] Measurement Frequency [Axis] Measurement Frequency [Axis] Fair value of derivative assets, net Derivative Instruments and Hedges, Assets Entity Common Stock, Shares Outstanding Entity Common Stock, Shares Outstanding Cost of Services Energy Services Cost Of Services, Energy Services [Member] Cost Of Services, Energy Services Insider Trading Policies and Procedures [Line Items] Series A Preferred Stock, par value $0.01 per share, 20,000,000 shares authorized, 3,374,087 shares issued and outstanding at March 31, 2025 and 3,380,440 shares issued and outstanding at December 31, 2024 Beginning balance Ending balance Temporary Equity, Carrying Amount, Including Portion Attributable to Noncontrolling Interests Cash Collateral Offset Derivative Asset, Subject to Master Netting Arrangement, Collateral, Obligation to Return Cash, Offset Against Derivative Asset Use of Estimates and Assumptions Use of Estimates, Policy [Policy Text Block] Current period cash settlements on derivatives, net Gain (Loss) on Sale of Derivatives Total Operating Expenses Costs and Expenses Business Acquisition, Acquiree [Domain] Business Acquisition, Acquiree [Domain] Other long-term liabilities Other Long-Term Debt, Noncurrent Receivable [Domain] Receivable [Domain] Adjustment to Compensation, Amount Adjustment to Compensation Amount Compensation Amount Outstanding Recovery Compensation Amount Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table [Member] Entity Small Business Entity Small Business Company Selected Measure Amount Company Selected Measure Amount Geographical [Axis] Geographical [Axis] Tabular List, Table Tabular List [Table Text Block] Deferred tax assets Deferred Tax Assets, Net Level 3 Fair Value, Inputs, Level 3 [Member] Incremental costs Affiliate Cost Affiliate Cost Additions Finite-Lived Intangible Assets Acquired Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member] Schedule of Accounts Receivable, Allowance for Credit Loss Accounts Receivable, Allowance for Credit Loss [Table Text Block] Contingent liabilities Loss Contingency Accrual Accrued liabilities Accrued Liabilities, Current Shares excluded from computation of diluted earnings per share (in shares) Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount Changes from net income attributable to Via Renewables stockholders and transfers (to) from non-controlling interest Increase (Decrease) In Net Income (Loss) Attributable to Parent Increase (Decrease) In Net Income (Loss) Attributable to Parent Allocated Overhead Costs Allocated Overhead Costs [Member] Allocated Overhead Costs [Member] Asset Acquisition [Axis] Asset Acquisition [Axis] Credit Facility [Domain] Credit Facility [Domain] Cash, cash equivalents and Restricted cash—beginning of period Cash, cash equivalents and Restricted cash—end of period Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents Current assets: Current assets: Assets, Current [Abstract] Goodwill Goodwill Goodwill Balance at beginning of period Balance at end of period Goodwill Consolidation Items [Axis] Consolidation Items [Axis] Allowance for credit losses Beginning balance Ending balance Accounts Receivable, Allowance for Credit Loss Natural Gas Natural Gas [Member] Preferred stock, redemption price per share (in dollars per share) Preferred Stock, Redemption Price Per Share Balance at beginning of period (in shares) Balance at end of period (in shares) Treasury Stock, Common, Shares Forgone Recovery due to Disqualification of Tax Benefits, Amount Forgone Recovery due to Disqualification of Tax Benefits, Amount Product and Service [Domain] Product and Service [Domain] Employee Stock Option Share-Based Payment Arrangement, Option [Member] Goodwill [Roll Forward] Goodwill [Roll Forward] Depreciation expense Depreciation Fair Value Disclosures [Abstract] Fair Value Disclosures [Abstract] Southwest Southwest [Member] Southwest [Member] Customer relationships, net Intangible Assets, Current Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table] Antidilutive Security, Excluded EPS Calculation [Table] Distribution to controlling interest (in shares) Distribution to controlling interest (in shares) Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest, Shares Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest, Shares Payments on notes payable Repayments of Lines of Credit Security Exchange Name Security Exchange Name Basis spread on variable rate (in percent) Debt Instrument, Basis Spread on Variable Rate (Increase) decrease in accounts receivable—affiliates Increase (Decrease) in Due from Affiliates, Current Award Type Award Type [Axis] Related Party Transaction [Domain] Related Party Transaction [Domain] Debt default, material judgment (in excess of) Debt Instrument, Debt Default, Material Judgements, Maximum Debt Instrument, Debt Default, Material Judgements, Maximum Deferred debt issuance cost, writeoff Deferred Debt Issuance Cost, Writeoff Property and equipment, net Property and equipment—net Property, Plant and Equipment, Net Total liabilities Liabilities Non-controlling interest in Spark HoldCo, LLC Equity, Attributable to Noncontrolling Interest Common stock, par value per share (in dollars per share) Common Stock, Par or Stated Value Per Share Forgone Recovery, Explanation of Impracticability Forgone Recovery, Explanation of Impracticability [Text Block] Revolving Credit Facility Revolving Credit Facility [Member] Expiration Date Trading Arrangement Expiration Date Cash flows from investing activities: Net Cash Provided by (Used in) Investing Activities [Abstract] Goodwill and Intangible Assets Disclosure [Abstract] Goodwill and Intangible Assets Disclosure [Abstract] Subsequent Events Subsequent Events, Policy [Policy Text Block] Total Shareholder Return Amount Total Shareholder Return Amount Capitalized financing costs, other non-current Debt Issuance Costs, Noncurrent, Net Common stock, shares issued (in shares) Balance at beginning of period (in shares) Balance at end of period (in shares) Common Stock, Shares, Issued Amortization Goodwill, Other Increase (Decrease) Offsetting Liabilities [Line Items] Offsetting Liabilities [Line Items] Entity [Domain] Entity [Domain] Equity Awards Adjustments, Footnote Equity Awards Adjustments, Footnote [Text Block] Subordinated debt—affiliate Line of Credit Facility, Maximum Borrowing Capacity Net Amount Presented Total commodity derivative liabilities Derivative Liability Letters of credit fees and commitment fees Line of Credit Facility, Commitment Fee Amount Insider Trading Policies and Procedures Adopted Insider Trading Policies and Procedures Adopted [Flag] Residential Customer Equivalent Residential Customer Equivalent [Member] Residential Customer Equivalent Accumulated depreciation Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment Subsequent Event [Line Items] Subsequent Event [Line Items] Property and equipment, gross Property, Plant and Equipment, Gross Debt Instrument [Line Items] Debt Instrument [Line Items] Named Executive Officers, Footnote Named Executive Officers, Footnote [Text Block] Common stock, shares authorized (in shares) Common Stock, Shares Authorized Public Utility Commission of Ohio, Non-Compliance Public Utility Commission of Ohio, Non-Compliance [Member] Public Utility Commission of Ohio, Non-Compliance Eliminations Consolidation, Eliminations [Member] Basis of Presentation Basis of Accounting, Policy [Policy Text Block] Diluted (in shares) Diluted weighted average shares outstanding (in shares) Weighted Average Number of Shares Outstanding, Diluted Via Renewables Via Renewables [Member] Via Renewables MNPI Disclosure Timed for Compensation Value MNPI Disclosure Timed for Compensation Value [Flag] 2025 (remaining nine months) Finite-Lived Intangible Asset, Expected Amortization, Remainder of Fiscal Year Long-term Debt, Type [Axis] Long-Term Debt, Type [Axis] Total stockholders’ equity Equity, Attributable to Parent Liabilities Accounts Payable and Accrued Liabilities, Current [Abstract] Related Party Related Party [Member] Litigation Case [Axis] Litigation Case [Axis] Interest expense Interest Expense Interest Expense, Nonoperating Deferred income taxes Deferred Income Tax Expense (Benefit) Property and Equipment Property, Plant and Equipment Disclosure [Text Block] Letters of credit issued Letters of Credit Outstanding, Amount Write-offs Accounts Receivable, Allowance for Credit Loss, Writeoff Recurring Fair Value, Recurring [Member] Subordinated debt — affiliate Subordinated Debt - affiliates Subordinated Debt Accounts receivable Accounts Receivable - affiliates Accounts Receivable, after Allowance for Credit Loss, Current Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] Total debt Outstanding under subordinated note Long-Term Debt Pension Adjustments Prior Service Cost Pension Adjustments Prior Service Cost [Member] Document Fiscal Period Focus Document Fiscal Period Focus EX-101.PRE 9 spke-20250331_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT XML 11 R1.htm IDEA: XBRL DOCUMENT

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2025	Apr. 29, 2025
Class of Stock [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2025
Document Transition Report	false
Entity File Number	001-36559
Entity Registrant Name	Via Renewables, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	46-5453215
Entity Address, Address Line One	12140 Wickchester Ln
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77079
City Area Code	713
Local Phone Number	600-2600
Title of 12(b) Security	8.75% Series A Fixed-to-Floating RateCumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share
Trading Symbol	VIASP
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Amendment Flag	false
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001606268
Current Fiscal Year End Date	--12-31
Common Class A
Class of Stock [Line Items]
Entity Common Stock, Shares Outstanding		3,792,493
Common Class B
Class of Stock [Line Items]
Entity Common Stock, Shares Outstanding		3,530,836
Series A Preferred Stock
Class of Stock [Line Items]
Entity Common Stock, Shares Outstanding		3,360,163

XML 12 R2.htm IDEA: XBRL DOCUMENT

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Current assets:
Cash and cash equivalents	$ 64,723	$ 53,150
Restricted cash	2,909	17,109
Inventory	750	2,137
Fair value of derivative assets, net	6,868	8,685
Customer acquisition costs, net	6,529	7,051
Customer relationships, net	10,808	8,020
Deposits	3,658	4,330
Renewable energy credit asset	27,585	23,481
Other current assets	8,555	10,247
Total current assets	207,087	203,771
Property and equipment, net	6,301	5,231
Fair value of derivative assets, net	518	478
Customer acquisition costs, net	2,093	2,141
Customer relationships, net	2,997	3,500
Deferred tax assets	4,948	6,088
Goodwill	120,343	120,343
Other assets	3,115	3,387
Total assets	347,402	344,939
Current liabilities:
Accrued liabilities	20,525	19,778
Renewable energy credit liability	19,118	15,832
Fair value of derivative liabilities, net	274	1,701
Other current liabilities	184	58
Total current liabilities	70,907	74,702
Long-term liabilities:
Fair value of derivative liabilities, net	528	55
Long-term portion of Senior Credit Facility	101,000	106,000
Subordinated debt—affiliates	0	0
Total liabilities	172,435	180,757
Commitments and contingencies (Note 12)
Series A Preferred Stock, par value $0.01 per share, 20,000,000 shares authorized, 3,374,087 shares issued and outstanding at March 31, 2025 and 3,380,440 shares issued and outstanding at December 31, 2024	82,977	83,221
Stockholders’ equity:
Additional paid-in capital	39,229	39,719
Accumulated other comprehensive loss	(40)	(40)
Retained earnings	33,451	26,981
Total stockholders’ equity	72,713	66,733
Non-controlling interest in Spark HoldCo, LLC	19,277	14,228
Total equity	91,990	80,961
Total liabilities, Series A Preferred Stock and Stockholders’ equity	347,402	344,939
Nonrelated Party
Current assets:
Accounts receivable	70,442	65,442
Current liabilities:
Accounts payable	29,730	37,176
Related Party
Current assets:
Accounts receivable	4,260	4,119
Current liabilities:
Accounts payable	1,076	157
Common Class A
Stockholders’ equity:
Common stock	38	35
Common Class B
Stockholders’ equity:
Common stock	$ 35	$ 38

XML 13 R3.htm IDEA: XBRL DOCUMENT

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Preferred stock, par value per share (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	20,000,000	20,000,000
Preferred stock, shares issued (in shares)	3,374,087	3,380,440
Preferred stock, shares outstanding (in shares)	3,374,087	3,380,440
Common Class A
Common stock, par value per share (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	120,000,000	120,000,000
Common stock, shares issued (in shares)	3,792,493	3,529,602
Common stock, shares outstanding (in shares)	3,792,493
Common Class B
Common stock, par value per share (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	60,000,000	60,000,000
Common stock, shares issued (in shares)	3,530,836	3,793,727
Common stock, shares outstanding (in shares)	3,530,836	3,793,727
Trade Accounts Receivable
Allowance for credit losses	$ 2,799	$ 2,950

XML 14 R4.htm IDEA: XBRL DOCUMENT

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Revenues:
Net asset optimization expense	$ (2,249)	$ (1,597)
Total Revenues	142,257	114,056
Operating Expenses:
Retail cost of revenues	95,393	68,962
General and administrative	16,992	17,333
Depreciation and amortization	5,028	2,040
Total Operating Expenses	117,413	88,335
Operating income	24,844	25,721
Other (expense):
Interest expense	(1,818)	(1,929)
Interest and other income	37	24
Total other expenses	(1,781)	(1,905)
Income before income tax expense	23,063	23,816
Income tax expense	4,596	4,752
Net income	18,467	19,064
Less: Net income attributable to non-controlling interests	9,669	10,497
Net income attributable to Via Renewables, Inc. stockholders	8,798	8,567
Less: Dividend on Series A Preferred Stock	2,328	2,710
Net (loss) income attributable to stockholders of Class A common stock, basic	6,470	5,857
Net (loss) income attributable to stockholders of Class A common stock, diluted	$ 6,470	$ 5,857
Net income attributable to Via Renewables, Inc. per share of Class A common stock
Basic (in dollars per share)	$ 1.83	$ 1.81
Diluted (in dollars per share)	$ 1.83	$ 1.81
Weighted average shares of Class A common stock outstanding
Basic (in shares)	3,533	3,233
Diluted (in shares)	3,533	3,233
Retail revenues
Revenues:
Retail revenues	$ 144,503	$ 114,388
Other revenue
Revenues:
Retail revenues	$ 3	$ 1,265

XML 15 R5.htm IDEA: XBRL DOCUMENT

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - USD ($) $ in Thousands	Total	Total Stockholders' Equity	Treasury Stock	Accumulated Other Comprehensive Loss	Additional Paid-in Capital	Retained Earnings	Non-controlling Interest	Common Class A	Common Class A Common Stock	Common Class B	Common Class B Common Stock
Balance at beginning of period (in shares) at Dec. 31, 2023									3,262,000		4,000,000
Balance at beginning of period (in shares) at Dec. 31, 2023			(29,000)
Balance at beginning of period at Dec. 31, 2023	$ 38,719	$ 46,600	$ (2,406)	$ (40)	$ 40,002	$ 8,972	$ (7,881)		$ 32		$ 40
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock based compensation	486	486			486
Consolidated net income (loss)	19,064	8,567				8,567	10,497
Distributions paid to non-controlling unit holders	(93)						(93)
Distribution to controlling interest					0
Dividends paid to Preferred Stockholders	(2,710)	(2,710)				(2,710)
Changes in ownership interest	0	(238)			(238)		238
Balance at end of period (in shares) at Mar. 31, 2024									3,262,000		4,000,000
Balance at end of period (in shares) at Mar. 31, 2024			(29,000)
Balance at end of period at Mar. 31, 2024	55,466	53,181	$ (2,406)	(40)	40,726	14,829	2,285		$ 32		$ 40
Balance at beginning of period (in shares) at Dec. 31, 2024								3,529,602	3,530,000	3,793,727	3,794,000
Balance at beginning of period (in shares) at Dec. 31, 2024			0
Balance at beginning of period at Dec. 31, 2024	80,961	66,733	$ 0	(40)	39,719	26,981	14,228		$ 35		$ 38
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Consolidated net income (loss)	18,467	8,798				8,798	9,669
Distributions paid to non-controlling unit holders	(4,887)						(4,887)
Distribution to controlling interest (in shares)									263,000		(263,000)
Distribution to controlling interest	(223)	(223)			(223)				$ 3		$ (3)
Dividends paid to Preferred Stockholders	(2,328)	(2,328)				(2,328)
Balance at end of period (in shares) at Mar. 31, 2025								3,792,493	3,793,000	3,530,836	3,531,000
Balance at end of period (in shares) at Mar. 31, 2025			0
Balance at end of period at Mar. 31, 2025	91,990	72,713	$ 0	$ (40)	39,229	$ 33,451	19,277		$ 38		$ 35
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Noncontrolling Interest, Increase from Subsidiary Equity Issuance	$ 0	$ (267)			$ (267)		$ 267

XML 16 R6.htm IDEA: XBRL DOCUMENT

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Cash flows from operating activities:
Net income	$ 18,467	$ 19,064
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation and amortization expense	5,028	2,040
Deferred income taxes	2,030	1,562
Stock based compensation	0	514
Amortization of deferred financing costs	167	206
Bad debt expense	688	304
Gain/(loss) on derivatives, net	(4,386)	4,205
Current period cash settlements on derivatives, net	3,900	(15,425)
Other	62	64
Changes in assets and liabilities:
(Increase) decrease in accounts receivable	(5,688)	7,091
(Increase) decrease in accounts receivable—affiliates	(141)	219
Decrease in inventory	1,387	1,761
Increase in customer acquisition costs	(1,500)	(2,444)
Increase in prepaid and other current assets	(599)	(37)
Decrease in intangible assets—customer acquisition costs	7,717	0
Decrease in other assets	170	191
Decrease in accounts payable and accrued liabilities	(3,397)	(2,342)
Increase in accounts payable—affiliates	919	126
Increase in other current liabilities	126	0
Net cash provided by operating activities	24,950	17,099
Cash flows from investing activities:
Purchases of property and equipment	(1,415)	(450)
Acquisition of Customers	(12,590)	0
Net cash used in investing activities	(14,005)	(450)
Cash flows from financing activities:
Buyback of Series A Preferred Stock	(143)	0
Borrowings on notes payable	138,000	109,000
Payments on notes payable	(143,000)	(115,000)
Payment of distributions to non-controlling unitholders	(6,000)	(93)
Payment of Preferred Stock dividends	(2,429)	(2,728)
Net cash used in financing activities	(13,572)	(8,821)
Increase in Cash, cash equivalents and Restricted cash	(2,627)	7,828
Cash, cash equivalents and Restricted cash—beginning of period	70,259	42,595
Cash, cash equivalents and Restricted cash—end of period	67,632	50,423
Non-cash items:
Property and equipment purchase accrual	(16)	32
Cash paid during the period for:
Interest	1,621	1,821
Taxes	$ 104	$ 110

XML 17 R7.htm IDEA: XBRL DOCUMENT

Formation and Organization	3 Months Ended
Formation and Organization	Mar. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Formation and Organization	1. Formation and Organization Organization We are an independent retail energy services company that provides residential and commercial customers in competitive markets across the United States with an alternative choice for natural gas and electricity. The Company is a holding company whose primary asset consists of units in Spark HoldCo, LLC (“Spark HoldCo”). The Company is the sole managing member of Spark HoldCo, is responsible for all operational, management and administrative decisions relating to Spark HoldCo’s business and consolidates the financial results of Spark HoldCo and its subsidiaries. Spark HoldCo is the direct and indirect owner of the subsidiaries through which we operate. We conduct our business through several brands across our service areas, including Electricity Maine, Electricity N.H., Major Energy, Provider Power Massachusetts, Spark Energy, and Verde Energy. Via Energy Solutions (“VES”) is a wholly owned subsidiary of the Company that offers broker services for retail energy customers. Via Wireless is a wholly owned subsidiary of the Company that offers wireless services and equipment to wireless customers.

XML 18 R8.htm IDEA: XBRL DOCUMENT

Basis of Presentation and Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2025
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) as it applies to interim financial statements. This information should be read along with our consolidated financial statements and notes contained in our annual report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”). Our unaudited condensed consolidated financial statements are presented on a consolidated basis and include all wholly-owned and controlled subsidiaries. We account for investments over which we have significant influence but not a controlling financial interest using the equity method of accounting. All significant intercompany transactions and balances have been eliminated in the unaudited condensed consolidated financial statements. In the opinion of the Company's management, the accompanying condensed consolidated financial statements reflect all adjustments that are necessary to fairly present the financial position, the results of operations, the changes in equity and the cash flows of the Company for the respective periods. Such adjustments are of a normal recurring nature, unless otherwise disclosed. Subsequent Events Subsequent events have been evaluated through the date these financial statements are issued. Any material subsequent events that occurred prior to such date have been properly recognized or disclosed in the condensed consolidated financial statements. Use of Estimates and Assumptions The preparation of our condensed consolidated financial statements requires estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim financial statements and the reported amounts of revenues and expenses during the period. Actual results could materially differ from those estimates. Relationship with our Founder, Sole Common Stock Shareholder, and Chief Executive Officer W. Keith Maxwell, III is the Chief Executive Officer, a director, and the owner of all of the voting power of our common stock through his ownership of Retailco, LLC (“Retailco”). Retailco is a wholly owned subsidiary of TxEx Energy Investments, LLC (“TxEx”), which is wholly owned by Mr. Maxwell. We enter into transactions with and pay certain costs on behalf of affiliates that are commonly controlled by Mr. Maxwell, and these affiliates enter into transactions with and pay certain costs on our behalf. We undertake these transactions in order to reduce risk, reduce administrative expense, create economies of scale, create strategic alliances and supply goods and services among these related parties. These transactions include, but are not limited to, employee benefits provided through the Company’s benefit plans, insurance plans, leased office space, certain administrative salaries, management due diligence, recurring management consulting, and accounting, tax, legal, or technology services. Amounts billed under these arrangements are based on services provided, departmental usage, or headcount, which are considered reasonable by management. As such, the accompanying condensed consolidated financial statements include costs that have been incurred by the Company and then directly billed or allocated to affiliates, and costs that have been incurred by our affiliates and then directly billed or allocated to us, and are recorded net in general and administrative expense on the condensed consolidated statements of operations with a corresponding accounts receivable—affiliates or accounts payable —affiliates, respectively, recorded in the condensed consolidated balance sheets. Additionally, the Company enters into transactions with certain affiliates for sales or purchases of natural gas and electricity, which are recorded in retail revenues, retail cost of revenues, and net asset optimization revenues in the condensed consolidated statements of operations with a corresponding accounts receivable—affiliate or accounts payable—affiliate in the condensed consolidated balance sheets. The allocations and related estimates and assumptions are described more fully in Note 14 "Transactions with Affiliates." On June 13, 2024, we consummated a previously announced merger pursuant to an agreement between the Company, Retailco, and wholly owned subsidiary of Retailco (the "Merger"), with the Company continuing as the surviving corporation in the Merger. As a result of the Merger, Mr. Maxwell and his affiliates became the owners of all of the issued and outstanding shares of Class A common stock and Class B common stock. Effective as of the end of trading on June 13, 2024, the Class A common stock ceased to trade on NASDAQ. New Accounting Standards Being Evaluated/Standards Not yet adopted In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU requires enhanced income tax disclosures, particularly related to a reporting entity's effective tax rate reconciliation and income taxes paid. For the rate reconciliation, the update requires additional categories of information about federal, state, and foreign taxes and details about significant reconciling items, subject to a quantitative threshold. Income taxes paid must be similarly disaggregated by federal, state, and foreign based on a quantitative threshold. The ASU will be effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply retrospectively. We are evaluating the impact of adoption on our condensed consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 seeks to improve information about cost of sales and selling, general, and administrative expenses to assist investors in better understanding an entity’s cost structure and forecasting future cash flows. FASB issued 2025-01 by clarifying the effective date of ASU 2024-03. The updated guidance is effective for the Company for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effect of this update on its condensed consolidated financial statements and related disclosures. The Company considers the applicability and impact of all ASUs. New ASUs were assessed and determined to be either not applicable or are expected to have minimal impact on our condensed consolidated financial statements.

XML 19 R9.htm IDEA: XBRL DOCUMENT

Revenues

3 Months Ended

Mar. 31, 2025

Revenue from Contract with Customer [Abstract]

Revenues

3. Revenues

Other revenue is derived from contracts with customers through the provision of wireless and other services and the sale of wireless equipment.


	Reportable Segments
	Three Months Ended March 31, 2025				Three Months Ended March 31, 2024
	Retail Electricity (c)		Retail Natural Gas		Total Reportable Segments		Retail Electricity (c)		Retail Natural Gas		Total Reportable Segments

Primary markets (a)
New England	$	21,272	$	5,195	$	26,467	$	27,339	$	4,625	$	31,964
Mid-Atlantic	38,860		20,224		59,084		30,699		15,255		45,954
Midwest	8,119		12,219		20,338		7,309		7,371		14,680
Southwest	12,469		26,145		38,614		11,982		9,808		21,790
	$	80,720	$	63,783	$	144,503	$	77,329	$	37,059	$	114,388

Customer type
Commercial	$	10,801	$	35,046	$	45,847	$	11,365	$	20,714	$	32,079
Residential	76,217		28,503		104,720		70,948		18,641		89,589
Unbilled revenue (b)	(6,298)		234		(6,064)		(4,984)		(2,296)		(7,280)
	$	80,720	$	63,783	$	144,503	$	77,329	$	37,059	$	114,388

Customer credit risk
POR	$	55,934	$	28,966	$	84,900	$	50,289	$	19,469	$	69,758
Non-POR	24,786		34,817		59,603		27,040		17,590		44,630
	$	80,720	$	63,783	$	144,503	$	77,329	$	37,059	$	114,388

Reportable Segments

(a) The primary markets include the following states:

•New England - Connecticut, Maine, Massachusetts and New Hampshire;

•Mid-Atlantic - Delaware, Maryland (including the District of Columbia), New Jersey, New York, Pennsylvania and Virginia;

•Midwest - Illinois, Indiana, Michigan and Ohio; and

•Southwest - Arizona, California, Colorado, Florida, Nevada and Texas.

(b) Unbilled revenue is recorded in total until it is actualized, at which time it is categorized between commercial and residential customers.

Reconciliation to Condensed Consolidated Financial Information

A reconciliation of the reportable segment operating revenues to consolidated revenues is as follows:


	Three Months Ended March 31,
	2025		2024
Total Reportable Segments Revenue	$	144,503	$	114,388
Net asset optimization expense	(2,249)		(1,597)
Other Revenue	3		1,265
Total Revenues	$	142,257	$	114,056

Accounts receivables and Allowance for Credit Losses

A rollforward of our allowance for credit losses for the three months ended March 31, 2025 are presented in the table below (in thousands):




Balance at December 31, 2024	$	(2,950)

Current period credit loss provision	(688)
Write-offs	866
Recovery of previous write-offs	(27)
Balance at March 31, 2025	$	(2,799)

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent

+ Details

XML 20 R10.htm IDEA: XBRL DOCUMENT

Equity

3 Months Ended

Mar. 31, 2025

Equity [Abstract]

Equity

4. Equity

Non-controlling Interest

The Company and affiliates owned the following economic interests in Spark HoldCo at March 31, 2025 and December 31, 2024, respectively.

The following table summarizes the effects of changes in the Company's ownership interest in Spark HoldCo's equity (in thousands):


	Three Months Ended March 31
	2025		2024
Net income attributable to Via Renewables, Inc. stockholders	$	8,798	$	8,567
Transfers (to) from the non-controlling interest	—		—
Decrease in Via Renewables additional paid in capital from the equity shift	(223)		—
Net transfers (to) from non-controlling interest	(223)		—
Changes from net income attributable to Via Renewables stockholders and transfers (to) from non-controlling interest	$	8,575	$	8,567


	The Company		Affiliated Owners
March 31, 2025	51.79	%	48.21	%
December 31, 2024	48.20	%	51.80	%

The following table summarizes the portion of net income and income tax expense attributable to non-controlling interest (in thousands):


	Three Months Ended March 31,
		2025		2024

Net income before taxes allocated to non-controlling interest		$	10,285	$	11,360
Less: Income tax expense allocated to non-controlling interest		616		863



Net income attributable to non-controlling interests		$	9,669	$	10,497

Class A Common Stock and Class B Common Stock

Earnings Per Share

The following table presents the computation of basic and diluted income per share for the three months ended March 31, 2025 and 2024 (in thousands, except per share data):


	Three Months Ended March 31,
	2025		2024
Net income attributable to Via Renewables, Inc. stockholders	$	8,798	$	8,567
Less: Dividend on Series A Preferred Stock	2,328		2,710
Net income attributable to stockholders of Class A common stock	$	6,470	$	5,857

Basic weighted average Class A common shares outstanding	3,533		3,233
Basic earnings earnings per share attributable to stockholders	$	1.83	$	1.81

Net income attributable to stockholders of Class A common stock	$	6,470	$	5,857
Effect of conversion of Class B common stock to shares of Class A common stock	—		—

Diluted net income attributable to stockholders of Class A common stock	$	6,470	$	5,857

Basic weighted average Class A common shares outstanding	3,533		3,233
Effect of dilutive Class B common stock	—		—


Diluted weighted average shares outstanding	3,533		3,233

Diluted earnings per share attributable to stockholders	$	1.83	$	1.81

Variable Interest Entity


	March 31, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	64,601	$	52,993
Accounts receivable	70,329		65,354

Other current assets	68,357		79,704
Total current assets	203,287		198,051
Non-current assets:
Goodwill	120,343		120,343

Other assets	15,861		16,042
Total non-current assets	136,204		136,385
Total Assets	$	339,491	$	334,436

Liabilities
Current liabilities:
Accounts payable and accrued liabilities	$	49,759	$	56,560



Other current liabilities	65,274		61,069
Total current liabilities	115,033		117,629
Long-term liabilities:
Long-term portion of Senior Credit Facility	101,000		106,000
Subordinated debt — affiliate	—		—

Other long-term liabilities	528		55
Total long-term liabilities	101,528		106,055
Total Liabilities	$	216,561	$	223,684

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

XML 21 R11.htm IDEA: XBRL DOCUMENT

Preferred Stock

3 Months Ended

Mar. 31, 2025

Equity [Abstract]

Preferred Stock

5. Preferred Stock

A summary of our preferred equity balance for the three months ended March 31, 2025 is as follows:


	(In thousands)






Balance at December 31, 2024	$	83,221
Repurchase of Series A Preferred Stock	(155)
Accumulated dividends on Series A Preferred Stock	(89)
Balance at March 31, 2025	$	82,977

XML 22 R12.htm IDEA: XBRL DOCUMENT

Derivative Instruments

3 Months Ended

Mar. 31, 2025

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

6. Derivative Instruments

•Forward contracts, which commit us to purchase or sell energy commodities in the future;

•Futures contracts, which are exchange-traded standardized commitments to purchase or sell a commodity or financial instrument;

•Swap agreements, which require payments to or from counterparties based upon the differential between two prices for a predetermined notional quantity; and

•Option contracts, which convey to the option holder the right but not the obligation to purchase or sell a commodity.

•Forward electricity and natural gas purchase contracts for retail customer load;

•Renewable energy credits; and

•Natural gas transportation contracts and storage agreements.

Volumes Underlying Derivative Transactions

Non-trading

Commodity

Notional

March 31, 2025

December 31, 2024

Natural Gas

MMBtu

5,327

5,716

Electricity

MWh

788

987

Trading

Commodity

Notional

March 31, 2025

December 31, 2024

Natural Gas

MMBtu

1,883

2,988

Gains (Losses) on Derivative Instruments

Gains (losses) on derivative instruments, net and current period settlements on derivative instruments were as follows for the periods indicated (in thousands):


	Three Months Ended March 31,
		2025		2024
Gain (loss) on non-trading derivatives, net		$	6,554	$	(4,296)
(Loss) gain on trading derivatives, net		(2,168)		91
Gain (loss) on derivatives, net		$	4,386	$	(4,205)
Current period settlements on non-trading derivatives		(3,900)		15,242
Current period settlements on trading derivatives		—		183
Total current period settlements on derivatives		$	(3,900)	$	15,425

Fair Value of Derivative Instruments

The following tables summarize the fair value and offsetting amounts of our derivative instruments by counterparty and collateral received or paid (in thousands):


	March 31, 2025
Description	Gross Assets		Gross Amounts Offset		Net Assets		Cash Collateral Offset		Net Amount Presented
Non-trading commodity derivatives	$	12,360	$	(4,182)	$	8,178	$	(1,339)	$	6,839
Trading commodity derivatives	39		(10)		29		—		29
Total Current Derivative Assets	12,399		(4,192)		8,207		(1,339)		6,868
Non-trading commodity derivatives	586		(68)		518		—		518
Trading commodity derivatives	—		—		—		—		—
Total Non-current Derivative Assets	586		(68)		518		—		518
Total Derivative Assets	$	12,985	$	(4,260)	$	8,725	$	(1,339)	$	7,386


Description	Gross Liabilities		Gross Amounts Offset		Net Liabilities		Cash Collateral Offset		Net Amount Presented
Non-trading commodity derivatives	$	(39)	$	16	$	(23)	$	30	$	7
Trading commodity derivatives	(393)		112		(281)		—		(281)
Total Current Derivative Liabilities	(432)		128		(304)		30		(274)
Non-trading commodity derivatives	(956)		461		(495)		—		(495)
Trading commodity derivatives	(76)		43		(33)		—		(33)
Total Non-current Derivative Liabilities	(1,032)		504		(528)		—		(528)
Total Derivative Liabilities	$	(1,464)	$	632	$	(832)	$	30	$	(802)


	December 31, 2024
Description	Gross Assets		Gross Amounts Offset		Net Assets		Cash Collateral Offset		Net Amount Presented
Non-trading commodity derivatives	$	12,100	$	(5,443)	$	6,657	$	—	$	6,657
Trading commodity derivatives	2,538		(510)		2,028		—		2,028
Total Current Derivative Assets	14,638		(5,953)		8,685		—		8,685
Non-trading commodity derivatives	737		(259)		478		—		478
Trading commodity derivatives	—		—		—		—		—
Total Non-current Derivative Assets	737		(259)		478		—		478
Total Derivative Assets	$	15,375	$	(6,212)	$	9,163	$	—	$	9,163


Description	Gross Liabilities		Gross Amounts Offset		Net Liabilities		Cash Collateral Offset		Net Amount Presented
Non-trading commodity derivatives	$	(3,036)	$	1,475	$	(1,561)	$	—	$	(1,561)
Trading commodity derivatives	(634)		494		(140)		—		(140)
Total Current Derivative Liabilities	(3,670)		1,969		(1,701)		—		(1,701)
Non-trading commodity derivatives	(333)		282		(51)		—		(51)
Trading commodity derivatives	(94)		90		(4)		—		(4)
Total Non-current Derivative Liabilities	(427)		372		(55)		—		(55)
Total Derivative Liabilities	$	(4,097)	$	2,341	$	(1,756)	$	—	$	(1,756)

XML 23 R13.htm IDEA: XBRL DOCUMENT

Property and Equipment

3 Months Ended

Mar. 31, 2025

Property, Plant and Equipment [Abstract]

Property and Equipment

7. Property and Equipment

Property and equipment consist of the following (in thousands):


	Estimated useful lives (years)	March 31, 2025		December 31, 2024

Information technology	2 – 5	$	9,540	$	8,141


Other	7	69		69
Total		9,609		8,210
Accumulated depreciation		(3,308)		(2,979)
Property and equipment—net		$	6,301	$	5,231

Depreciation expense recorded in the condensed consolidated statements of operations was $0.3 million and $0.3 million for the three months ended March 31, 2025 and 2024, respectively.

XML 24 R14.htm IDEA: XBRL DOCUMENT

Intangible Assets

3 Months Ended

Mar. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

8. Intangible Assets

Goodwill, customer relationships and trademarks consist of the following amounts (in thousands):


	March 31, 2025		December 31, 2024
Goodwill	$	120,343	$	120,343




Customer relationships—Other
Cost	$	15,978	$	12,852
Accumulated amortization	(2,173)		(1,332)
Customer relationships—Other, net	$	13,805	$	11,520

Cost	$	4,040	$	4,040
Accumulated amortization	(2,121)		(2,020)
Trademarks, net	$	1,919	$	2,020

Changes in goodwill, customer relationships (including non-compete agreements) and trademarks consisted of the following (in thousands):


	Goodwill		Customer Relationships— Other		Trademarks
Balance at December 31, 2024	$	120,343	$	11,520	$	2,020
Additions	—		3,113		—

Amortization	—		(828)		(101)
Balance at March 31, 2025	$	120,343	$	13,805	$	1,919

Estimated future amortization expense for customer relationships and trademarks at March 31, 2025 is as follows (in thousands):


Year ending December 31,

2025 (remaining nine months)	$	8,542
2026	5,970
2027	404
2028	404
2029	404
> 5 years	—
Total	$	15,724

XML 25 R15.htm IDEA: XBRL DOCUMENT

Debt

3 Months Ended

Mar. 31, 2025

Debt Disclosure [Abstract]

Debt

9. Debt

Debt consists of the following amounts as of March 31, 2025 and December 31, 2024 (in thousands):


	March 31, 2025		December 31, 2024








Long-term debt:
Senior Credit Facility (1) (2)	$	101,000	$	106,000
Subordinated Debt	—		—

Total long-term debt	101,000		106,000
Total debt	$	101,000	$	106,000

(1) As of March 31, 2025 and December 31, 2024, the weighted average interest rate on the Senior Credit Facility was 7.57% and 7.59%, respectively.

(2) As of March 31, 2025 and December 31, 2024, we had $35.7 million and $25.6 million in letters of credit issued, respectively.

Interest expense consists of the following components for the periods indicated (in thousands):


	Three Months Ended March 31,
	2025		2024
Senior Credit Facility	$	1,595	$	1,335

Letters of credit fees and commitment fees	40		384
Amortization of deferred financing costs	167		206
Other	16		4
Interest Expense	$	1,818	$	1,929

Senior Credit Facility

The Senior Credit Facility contains covenants that, among other things, require the maintenance of specified ratios or conditions including:

The First Amendment eliminated the Maximum Senior Secured Leverage Ratio covenant and amended the Maximum Total Leverage Ratio covenant to no more than 3.00 to 1.00 from no more than 2.50 to 1.00.

Subordinated Debt Facility

As of March 31, 2025, and December 31, 2024, there were zero outstanding borrowings under the Subordinated Debt Facility.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/470/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

XML 26 R16.htm IDEA: XBRL DOCUMENT

Fair Value Measurements

3 Months Ended

Mar. 31, 2025

Fair Value Disclosures [Abstract]

Fair Value Measurements

10. Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis


	Level 1		Level 2		Level 3		Total
March 31, 2025
Non-trading commodity derivative assets	$	2,890	$	4,467	$	—	$	7,357
Trading commodity derivative assets	—		29		—		29
Total commodity derivative assets	$	2,890	$	4,496	$	—	$	7,386
Non-trading commodity derivative liabilities	$	(30)	$	(458)	$	—	$	(488)
Trading commodity derivative liabilities	—		(314)		—		(314)
Total commodity derivative liabilities	$	(30)	$	(772)	$	—	$	(802)


	Level 1		Level 2		Level 3		Total
December 31, 2024
Non-trading commodity derivative assets	$	445	$	6,690	$	—	$	7,135
Trading commodity derivative assets	—		2,028		—		2,028
Total commodity derivative assets	$	445	$	8,718	$	—	$	9,163
Non-trading commodity derivative liabilities	$	(180)	$	(1,432)	$	—	$	(1,612)
Trading commodity derivative liabilities	—		(144)		—		(144)
Total commodity derivative liabilities	$	(180)	$	(1,576)	$	—	$	(1,756)

We had no transfers of assets or liabilities between any of the above levels during the three months ended March 31, 2025 and the year ended December 31, 2024.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

XML 27 R17.htm IDEA: XBRL DOCUMENT

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2025
Income Tax Disclosure [Abstract]
Income Taxes	11. Income Taxes Income Taxes We and our subsidiaries, CenStar and Verde Energy USA, Inc. (“Verde Corp”) are each subject to U.S. federal income tax as corporations. CenStar and Verde Corp file consolidated tax returns in jurisdictions that allow combined reporting. Spark HoldCo and its subsidiaries, with the exception of CenStar and Verde Corp, are treated as flow-through entities for U.S. federal income tax purposes, and, as such, are generally not subject to U.S. federal income tax at the entity level. Rather, the tax liability with respect to their taxable income is passed through to their members or partners. Accordingly, we are subject to U.S. federal income taxation on our allocable share of Spark HoldCo’s net U.S. taxable income. In our financial statements, we report federal and state income taxes for our share of the partnership income attributable to our ownership in Spark HoldCo and for the income taxes attributable to CenStar and Verde Corp. Net income attributable to non-controlling interest includes the provision for income taxes related to CenStar and Verde Corp. We account for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the tax bases of the assets and liabilities. We apply existing tax law and the tax rate that we expect to apply to taxable income in the years in which those differences are expected to be recovered or settled in calculating the deferred tax assets and liabilities. Effects of changes in tax rates on deferred tax assets and liabilities are recognized in income in the period of the tax rate enactment. A valuation allowance is recorded when it is not more likely than not that some or all of the benefit from the deferred tax asset will be realized. We periodically assess whether it is more likely than not that we will generate sufficient taxable income to realize our deferred income tax assets. In making this determination, we consider all available positive and negative evidence and make certain assumptions. We consider, among other things, our deferred tax liabilities, the overall business environment, our historical earnings and losses, current industry trends, and our outlook for future years. We believe it is more likely than not that our deferred tax assets will be utilized, and accordingly have not recorded a valuation allowance on these assets. As of March 31, 2025, we had a net deferred tax asset of $4.9 million, due in large part to the original step up in tax basis resulting from the initial purchase of Spark HoldCo units from NuDevco Retail and NuDevco Retail Holdings (predecessor to Retailco) in connection with our initial public offering. The effective U.S. federal and state income tax rate for the three months ended March 31, 2025 and 2024 was 19.9% and 20.0%, respectively. The effective tax rate for three months ended March 31, 2025 differed from the U.S. federal statutory tax rate of 21% primarily due to state taxes and the benefit provided from Spark HoldCo operating as a limited liability company, which is treated as a partnership for federal and state income tax purposes and is not subject to federal and state income taxes. Accordingly, the portion of earnings attributable to non-controlling interest is subject to tax when reported as a component of the non-controlling interest holders’ taxable income.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

XML 28 R18.htm IDEA: XBRL DOCUMENT

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2025
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	12. Commitments and Contingencies From time to time, we may be involved in legal, tax, regulatory and other proceedings in the ordinary course of business. Liabilities for loss contingencies arising from claims, assessments, litigation or other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal Proceedings Below is a summary of our currently pending material legal proceedings. We are subject to lawsuits and claims arising in the ordinary course of our business. The following legal proceedings are in various stages and are subject to substantial uncertainties concerning the outcome of material factual and legal issues. Accordingly, unless otherwise specifically noted, we cannot currently predict the manner and timing of the resolutions of these legal proceedings or estimate a range of possible losses or a minimum loss that could result from an adverse verdict in a potential lawsuit. While the lawsuits and claims are asserted for amounts that may be material should an unfavorable outcome occur, management does not currently expect that any currently pending matters will have a material adverse effect on our financial position or results of operations. Consumer Lawsuits Similar to other energy service companies (“ESCOs”) operating in the industry, from time-to-time, the Company is subject to class action lawsuits in various jurisdictions where the Company sells natural gas and electricity. On January 14, 2021, Glikin, et al. v. Major Energy Electric Services, LLC, a purported variable rate class action was filed by a Maryland customer in the United States District Court, Southern District of New York, attempting to represent a class of all Major Energy customers (including customers of companies Major Energy acts as a successor to) in the United States charged a variable rate for electricity or gas by Major Energy during the applicable statute of limitations period up to and including the date of judgment. The Company moved this case to the United States District Court for the District of Maryland (Case No. 1:21-cv-03251-MJM) and in December 2023 filed a motion to dismiss the lawsuit. On September 18, 2024, the Court found that Plaintiff’s claims were unexhausted, stayed the case and ordered that Plaintiff must first present Plaintiff’s claims to the Maryland Public Service Communion (“MPSC”) before the Court may adjudicate them. Plaintiff filed its claim with the MPSC, the Company has responded and that claim is pending. The Company is vigorously defending this matter; however, given the current early stage of this matter, we cannot predict the outcome of this case at this time. From time-to-time the Company and its operating subsidiaries receive TCPA-based lawsuits, which are without merit as the Company has a robust telemarketing compliance program in place. Three cases are pending, at early stages of litigation: (1) Clark v. Via Renewables, Inc. (filed January 30, 2024), (2) Picardi v. Major Energy Electric Services, Inc. (October 30, 2024), and (3) Grant v. Via Renewables, Inc. (November 15, 2024). The Company is vigorously defending these claims. Corporate Matter Lawsuits The Company may from time to time be subject to legal proceedings that arise in the ordinary course of business. Although there can be no assurance in this regard, the Company does not expect any of those legal proceedings to have a material adverse effect on the Company’s results of operations, cash flows or financial condition. On July 19, 2024, Joshua Amburgey, a purported stockholder of the Company at the time of the Merger, filed a verified class action complaint, Joshua Amburgey, on behalf of himself and all others similarly situated v. Via Renewables, Inc., et al., Case No. 2024-0762-KSJM (Del. Ch.) (the “Amburgey Action”) in the Court of Chancery of the State of Delaware (“Delaware Court”) against the Company and Amanda E. Bush, Stephen Kennedy and Kenneth Hartwick in their capacities as members of the Company’s Special Transaction Committee of the Board of Directors (“Special Committee”), as well as Mr. Maxwell, Retailco, LLC, TxEx Energy Investments, LLC, Electric Holdco, LLC, NuDevco Retail Holdings, LLC and NuDevco Retail, LLC. Plaintiff alleges that the defendants breached their fiduciary duties owed to the Company’s public stockholders in connection with the Merger. This matter is pending before the Delaware Chancery Court. On July 25, 2024, Bruce Taylor, a purported stockholder of the Company at the time of the Merger, filed a verified class action complaint, Bruce Taylor v. W. Keith Maxwell III, et al., Case No. 2024-0794 (Del. Ch.) (the “Taylor Action”) in the Delaware Court against the Special Committee, and Mike Barajas, in his capacity as the Company’s Chief Financial Officer, as well as Mr. Maxwell in his capacity as controlling stockholder of the Company. Plaintiff alleges that the defendants breached their fiduciary duties and participated in the provision of a materially untrue and misleading proxy statement to Company’s minority stockholders in connection with the Merger. This matter is pending before the Delaware Chancery Court. Regulatory Matters Many state regulators have increased scrutiny on retail energy providers, across all industry providers. We are subject to regular regulatory inquiries, license renewal reviews, and preliminary investigations in the ordinary course of our business. Below is a summary of our currently pending material state regulatory matters. The following state regulatory matters are in various stages and are subject to substantial uncertainties concerning the outcome of material factual and legal issues. Accordingly, we cannot currently predict the manner and timing of the resolution of these state regulatory matters or estimate a range of possible losses or a minimum loss that could result from an adverse action. Management does not currently expect that any currently pending state regulatory matters will have a material adverse effect on our financial position or results of operations. Illinois. On July 26, 2023, Spark Energy, LLC received a demand letter from a law firm representing the Office of the Illinois Attorney General alleging that Spark Energy, LLC’s marketing and sales practices may have not been in compliance with Illinois law. The letter offered, in the interest of efficiency and minimizing litigation costs, a settlement demand to resolve the matter. The Company has agreed to engage in mediation with the law firm to try to resolve this matter. The Company met for an all-day mediation in August 2024. The Company voluntarily worked with the firm to reach a settlement, however, settlement discussions to date were not successful and the Attorney General commenced a lawsuit in Illinois against Spark Energy, LLC and Spark Energy Gas, LLC in January 2025. The Company intends to vigorously defend against this lawsuit. Maine. On February 9, 2023, Maine Commission’s Consumer Assistance and Safety Division (“Advocacy Staff”) filed a Request for Formal Investigation requesting that the Maine Commission open a formal, enforcement investigation to review whether Company’s subsidiary, Electricity Maine, LLC (EME), is in compliance with the Maine Commission’s Rules. During a special deliberative session, the same day, the Maine Commission announced it would proceed with a formal investigation of EME, which was noticed in a Notice of Enforcement Investigation issued February 10, 2023 (Docket No. 2023-00024). The Company met with Advocacy Staff over the course of several months to address concerns. As a result, the Company and the Advocacy Staff have agreed to a settlement in principle pursuant to which customers would receive certain limited refunds on their energy bill. On October 18, 2024, the Maine Commission approved EME’s proposed settlement (“Settlement”). The Company is currently complying with the Settlement. Maryland. Maryland SB1, sponsored by Senator Augustine (D-Prince George’s County) and Delegate Crosby (D- St. Mary’s County), was signed into law in May 2024. In addition to numerous green energy requirements, pricing restrictions, and burdensome new consumer protections, Maryland SB1 prohibits residential purchase of receivables (POR) for contracts executed or renewed after December 31, 2024. Maryland SB1's effect has been to largely make it extremely difficult for all retail energy providers to offer Maryland residential consumers energy choice. The Company is working to minimize economic impacts of Maryland SB1 to the Company. Massachusetts.In February 2025, the Massachusetts Department of Public Utilities opened a new docket, DP 19-07, and has met twice with industry participants to address concerns it has in the retail energy market. The focus of DP 19-07 is (i) limiting green energy offerings in Massachusetts to Class I Massachusetts renewable energy credits (i.e.,renewable energy from projects built after 1997 and located within the New England region) and (ii) only permitting retail energy sales on the government’s consumer shopping website. This proposal, if enacted, would have the effect on all retail energy providers in Massachusetts, making it more costly to provide green energy offerings and extremely difficult to offer Massachusetts residential consumers energy choice. The Company is working to minimize economic impacts of Massachusetts to the Company. Ohio. On August 14, 2024, the Public Utility Commission of Ohio (“PUCO”) sent Major Energy a notice of probable non-compliance regarding approximately fifty-five consumer complaints during the time period January 3, 2023 through April 12, 2024. The Company is working cooperatively with PUCO to resolve this matter, provided its detailed response to the probable non-compliance on October 24, 2024, met with PUCO several times to discuss this matter, and believes this matter will not have a material impact on the Company. In addition to the matters disclosed above, in the ordinary course of business, the Company may from time to time be subject to regulators initiating informal reviews or issuing subpoenas for information as means to evaluate the Company and its subsidiaries’ compliance with applicable laws, rules, regulations and practices. Although there can be no assurance in this regard, the Company does not expect any of those regulatory reviews to have a material adverse effect on the Company’s results of operations, cash flows or financial condition. Indirect Tax Audits We are undergoing various types of indirect tax audits spanning from years 2022 to 2024 for which additional liabilities may arise. At the time of filing these consolidated financial statements, these indirect tax audits are at an early stage and subject to substantial uncertainties concerning the outcome of audit findings and corresponding responses. As of March 31, 2025 and December 31, 2024, we had accrued $11.5 million and $11.9 million, respectively, related to litigation and regulatory matters and less than $0.1 million and $0.8 million, respectively, related to indirect tax audits. The accrual for litigation and regulatory matters, and indirect tax audits is recorded in accrued liabilites on the balance sheet. The outcome of each of these may result in additional expense.

XML 29 R19.htm IDEA: XBRL DOCUMENT

Transactions with Affiliates

3 Months Ended

Mar. 31, 2025

Transactions with Affiliates

13. Transactions with Affiliates

Transactions with Affiliates

The following tables presents asset and liability balances with affiliates (in thousands):


	March 31, 2025		December 31, 2024








Assets
Accounts Receivable - affiliates	$	4,260	$	4,119
Total Assets - affiliates	$	4,260	$	4,119


	March 31, 2025		December 31, 2024








Liabilities
Accounts Payable - affiliates	$	1,076	$	157
Subordinated Debt - affiliates	—		—
Total Liabilities - affiliates	$	1,076	$	157

The following table presents revenues and cost of revenues recorded in net asset optimization revenue associated with affiliates for the periods indicated (in thousands):


	Three Months Ended March 31,
	2025		2024









Revenue NAO - affiliates	$	658	$	482
Less: Cost of Revenue NAO - affiliates	—		1

Net NAO - affiliates	$	658	$	481

Cost Allocations

Distributions to and Contributions from Affiliates

Subordinated Debt Facility

The Company maintains an Amended and Restated Subordinated Promissory Note in the principal amount of up to $25.0 million (the “Subordinated Debt Facility”), by and among the Company, Spark HoldCo and Retailco. The Subordinated Debt Facility allows the Company to draw advances in increments of no less than $1.0 million per advance up to $25.0 million through January 31, 2028. In connection with entering into the First Amendment to the Credit Agreement, the Company entered into an amended and restated subordinated promissory note with Spark HoldCo and Retailco, which extends the maturity date of the note to January 31, 2028. Borrowings are at the discretion of Retailco. Advances thereunder accrue interest at an annual rate equal to the prime rate as published by the Wall Street Journal plus two percent (2.0%) from the date of the advance.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

XML 30 R20.htm IDEA: XBRL DOCUMENT

Segment Reporting

3 Months Ended

Mar. 31, 2025

Segment Reporting [Abstract]

Segment Reporting

14. Segment Reporting

The Company’s CODM reviews significant expenses on a consolidated level.

Three Months Ended March 31,

Financial data for business segments are as follows (in thousands):


Three Months Ended March 31, 2025
	Retail Electricity (1)		Retail Natural Gas		Corporate and Other		Eliminations		Consolidated
Total revenues	$	80,720	$	63,783	$	(2,246)	$	—	$	142,257
Retail cost of revenues	58,202		37,189		2		—		95,393
Less:
Net asset optimization expense(2)	—		—		(2,249)		—		(2,249)
Net, gain on non-trading derivative instruments	4,863		1,691		—		—		6,554
Current period settlements on non-trading derivatives	(3,759)		(141)		—		—		(3,900)

Retail Gross Margin	$	21,414	$	25,044	$	1	$	—	$	46,459
Add: Reconciling items (3)									405
Gross Profit									$	46,864
Total Assets at March 31, 2025	$	1,932,644	$	167,105	$	315,930	$	(2,068,277)	$	347,402
Goodwill at March 31, 2025	$	117,813	$	2,530	$	—	$	—	$	120,343

(1) Retail Electricity includes related services.

(3) Reconciling item includes net asset optimization expenses, net loss and gain on non-trading derivative instruments and current period settlements on non-trading activities.


Three Months Ended March 31, 2024
	Retail Electricity(1)		Retail Natural Gas		Corporate and Other		Eliminations		Consolidated
Total revenues	$	77,329	$	37,059	$	(332)	$	—	$	114,056
Retail cost of revenues	49,131		19,203		628		—		68,962
Less:
Net asset optimization expense (2)	—		—		(1,597)		—		(1,597)
Net, loss on non-trading derivative instruments	(3,836)		(460)		—		—		(4,296)
Current period settlements on non-trading derivatives	13,123		2,119		—		—		15,242

Retail Gross Margin	$	18,911	$	16,197	$	637	$	—	$	35,745
Add: Reconciling items (3)									9,349
Gross Profit									$	45,094
Total Assets at December 31, 2024	$	1,867,055	$	126,911	$	317,408	$	(1,966,435)	$	344,939
Goodwill at December 31, 2024	$	117,813	$	2,530	$	—	$	—	$	120,343

(1) Retail Electricity includes related services.

(3) Reconciling item includes net asset optimization expenses, net loss and gain on non-trading derivative instruments and current period settlements on non-trading activities.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 48
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 54
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-54

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 47
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-47

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 54
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-54

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 47
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-47

Reference 10: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 54
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-54

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 47
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-47

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-31

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-34

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26C

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26B

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-15

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/280/tableOfContent

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-41

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-21

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-21

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

+ Details

XML 31 R21.htm IDEA: XBRL DOCUMENT

Customer Acquisitions	3 Months Ended
Customer Acquisitions	Mar. 31, 2025
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Customer Acquisitions	15. Customer Acquisitions Acquisition of Customer Books In April 2024, we entered into an asset purchase agreement to acquire up to approximately 12,556 residential customer equivalents ("RCEs") for a cash purchase price of up to a maximum of $2.3 million. These customers began transferring in June of 2024, and were in our existing markets. As part of the acquisition, we funded an escrow account, the balance of which was reflected as restricted cash in our condensed consolidated balance sheet. As we acquired customers, we made payments to the sellers from the escrow account. As of December 31, 2024, we completed this acquisition and approximately 9,300 RCEs were transferred. The balance of $0.4 million in the escrow account as of December 31, 2024, was returned to the Company in the first quarter of 2025. As of March 31, 2025, the balance in the escrow account was zero. In October 2024, we entered into two asset purchase agreements to acquire up to 100,600 RCEs for a cash purchase price of up to a maximum $16.9 million paid in cash or funded into escrow accounts. These customers are located in our existing markets and began transferring in December of 2024 and January of 2025. As we acquire customers under these acquisition agreements, we will make payments to the sellers from the escrow accounts. Funds from the escrow account will be released to the sellers as acquired customers transfer from the sellers to the Company in accordance with the asset purchase agreement, and any unallocated balance will be returned to the Company once the acquisitions are complete. As of December 31, 2024, approximately 72,700 RCEs were transferred. During the three months ended March 31, 2025, approximately 26,300 RCEs were transferred for a total of approximately 99,000 RCEs as of March 31, 2025 related to customer book acquisitions. As of March 31, 2025 and December 31, 2024, the balance is the escrow accounts was $2.9 million and $15.5 million, respectively.

XML 32 R22.htm IDEA: XBRL DOCUMENT

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2025
Subsequent Events [Abstract]
Subsequent Events	16. Subsequent Events Declaration of Dividends On April 16, 2025, we declared a quarterly cash dividend in the amount of $0.69348 per share to holders of record of the Series A Preferred Stock on July 1, 2025. The dividend will be paid on July 15, 2025. Acquisition of Customer Books In April 2025, we entered into two asset purchase agreements to acquire up to approximately 16,800 RCEs for a cash purchase price of up to a maximum of $1.8 million. These customers will begin transferring in the second quarter of 2025, and are located in our existing markets.

XML 33 R23.htm IDEA: XBRL DOCUMENT

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2025	Mar. 31, 2024
Pay vs Performance Disclosure
Net income attributable to Via Renewables, Inc. stockholders	$ 8,798	$ 8,567

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482765/220-10-50-6

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-3

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-4

Reference 17: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-10

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479105/946-220-45-7

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-7

Reference 34: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B

Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

XML 34 R24.htm IDEA: XBRL DOCUMENT

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

XML 35 R25.htm IDEA: XBRL DOCUMENT

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2025
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) as it applies to interim financial statements. This information should be read along with our consolidated financial statements and notes contained in our annual report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”). Our unaudited condensed consolidated financial statements are presented on a consolidated basis and include all wholly-owned and controlled subsidiaries. We account for investments over which we have significant influence but not a controlling financial interest using the equity method of accounting. All significant intercompany transactions and balances have been eliminated in the unaudited condensed consolidated financial statements.
Subsequent Events	Subsequent Events Subsequent events have been evaluated through the date these financial statements are issued. Any material subsequent events that occurred prior to such date have been properly recognized or disclosed in the condensed consolidated financial statements.
Use of Estimates and Assumptions	Use of Estimates and Assumptions The preparation of our condensed consolidated financial statements requires estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim financial statements and the reported amounts of revenues and expenses during the period. Actual results could materially differ from those estimates.
Relationship with our Founder, Sole Common Stock Shareholder, and Chief Executive Officer	Relationship with our Founder, Sole Common Stock Shareholder, and Chief Executive Officer W. Keith Maxwell, III is the Chief Executive Officer, a director, and the owner of all of the voting power of our common stock through his ownership of Retailco, LLC (“Retailco”). Retailco is a wholly owned subsidiary of TxEx Energy Investments, LLC (“TxEx”), which is wholly owned by Mr. Maxwell. We enter into transactions with and pay certain costs on behalf of affiliates that are commonly controlled by Mr. Maxwell, and these affiliates enter into transactions with and pay certain costs on our behalf. We undertake these transactions in order to reduce risk, reduce administrative expense, create economies of scale, create strategic alliances and supply goods and services among these related parties. These transactions include, but are not limited to, employee benefits provided through the Company’s benefit plans, insurance plans, leased office space, certain administrative salaries, management due diligence, recurring management consulting, and accounting, tax, legal, or technology services. Amounts billed under these arrangements are based on services provided, departmental usage, or headcount, which are considered reasonable by management. As such, the accompanying condensed consolidated financial statements include costs that have been incurred by the Company and then directly billed or allocated to affiliates, and costs that have been incurred by our affiliates and then directly billed or allocated to us, and are recorded net in general and administrative expense on the condensed consolidated statements of operations with a corresponding accounts receivable—affiliates or accounts payable —affiliates, respectively, recorded in the condensed consolidated balance sheets. Additionally, the Company enters into transactions with certain affiliates for sales or purchases of natural gas and electricity, which are recorded in retail revenues, retail cost of revenues, and net asset optimization revenues in the condensed consolidated statements of operations with a corresponding accounts receivable—affiliate or accounts payable—affiliate in the condensed consolidated balance sheets. The allocations and related estimates and assumptions are described more fully in Note 14 "Transactions with Affiliates." On June 13, 2024, we consummated a previously announced merger pursuant to an agreement between the Company, Retailco, and wholly owned subsidiary of Retailco (the "Merger"), with the Company continuing as the surviving corporation in the Merger. As a result of the Merger, Mr. Maxwell and his affiliates became the owners of all of the issued and outstanding shares of Class A common stock and Class B common stock. Effective as of the end of trading on June 13, 2024, the Class A common stock ceased to trade on NASDAQ.
New Accounting Standards Being Evaluated/Standards Not yet adopted	New Accounting Standards Being Evaluated/Standards Not yet adopted In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU requires enhanced income tax disclosures, particularly related to a reporting entity's effective tax rate reconciliation and income taxes paid. For the rate reconciliation, the update requires additional categories of information about federal, state, and foreign taxes and details about significant reconciling items, subject to a quantitative threshold. Income taxes paid must be similarly disaggregated by federal, state, and foreign based on a quantitative threshold. The ASU will be effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply retrospectively. We are evaluating the impact of adoption on our condensed consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 seeks to improve information about cost of sales and selling, general, and administrative expenses to assist investors in better understanding an entity’s cost structure and forecasting future cash flows. FASB issued 2025-01 by clarifying the effective date of ASU 2024-03. The updated guidance is effective for the Company for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effect of this update on its condensed consolidated financial statements and related disclosures. The Company considers the applicability and impact of all ASUs. New ASUs were assessed and determined to be either not applicable or are expected to have minimal impact on our condensed consolidated financial statements.
Derivative Instruments	Derivative assets and liabilities are presented net in our condensed consolidated balance sheets when the derivative instruments are executed with the same counterparty under a master netting arrangement. Our derivative contracts include transactions that are executed both on an exchange and centrally cleared, as well as over-the-counter, bilateral contracts that are transacted directly with third parties. To the extent we have paid or received collateral related to the derivative assets or liabilities, such amounts would be presented net against the related derivative asset or liability’s fair value.
Fair Value Measurements	Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date. Fair values are based on assumptions that market participants would use when pricing an asset or liability, including assumptions about risk and the risks inherent in valuation techniques and the inputs to valuations. This includes the credit standing of counterparties involved and the impact of credit enhancements. We apply fair value measurements to our commodity derivative instruments based on the following fair value hierarchy, which prioritizes the inputs to the valuation techniques used to measure fair value into three broad levels: •Level 1—Quoted prices in active markets for identical assets and liabilities. Instruments categorized in Level 1 primarily consist of financial instruments such as exchange-traded derivative instruments. •Level 2—Inputs other than quoted prices recorded in Level 1 that are either directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived from observable market data by correlation or other means. Instruments categorized in Level 2 primarily include non-exchange traded derivatives such as over-the-counter commodity forwards and swaps and options. •Level 3—Unobservable inputs for the asset or liability, including situations where there is little, if any, observable market activity for the asset or liability. The Level 3 category includes estimated earnout obligations related to our acquisitions. As the fair value hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable data (Level 3), the Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. These levels can change over time. In some cases, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. In these cases, the lowest level input that is significant to a fair value measurement in its entirety determines the applicable level in the fair value hierarchy.

XML 36 R26.htm IDEA: XBRL DOCUMENT

Revenues (Tables)

3 Months Ended

Mar. 31, 2025

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregated Revenue


	Reportable Segments
	Three Months Ended March 31, 2025				Three Months Ended March 31, 2024
	Retail Electricity (c)		Retail Natural Gas		Total Reportable Segments		Retail Electricity (c)		Retail Natural Gas		Total Reportable Segments

Primary markets (a)
New England	$	21,272	$	5,195	$	26,467	$	27,339	$	4,625	$	31,964
Mid-Atlantic	38,860		20,224		59,084		30,699		15,255		45,954
Midwest	8,119		12,219		20,338		7,309		7,371		14,680
Southwest	12,469		26,145		38,614		11,982		9,808		21,790
	$	80,720	$	63,783	$	144,503	$	77,329	$	37,059	$	114,388

Customer type
Commercial	$	10,801	$	35,046	$	45,847	$	11,365	$	20,714	$	32,079
Residential	76,217		28,503		104,720		70,948		18,641		89,589
Unbilled revenue (b)	(6,298)		234		(6,064)		(4,984)		(2,296)		(7,280)
	$	80,720	$	63,783	$	144,503	$	77,329	$	37,059	$	114,388

Customer credit risk
POR	$	55,934	$	28,966	$	84,900	$	50,289	$	19,469	$	69,758
Non-POR	24,786		34,817		59,603		27,040		17,590		44,630
	$	80,720	$	63,783	$	144,503	$	77,329	$	37,059	$	114,388

Reportable Segments

(a) The primary markets include the following states:

•New England - Connecticut, Maine, Massachusetts and New Hampshire;

•Mid-Atlantic - Delaware, Maryland (including the District of Columbia), New Jersey, New York, Pennsylvania and Virginia;

•Midwest - Illinois, Indiana, Michigan and Ohio; and

•Southwest - Arizona, California, Colorado, Florida, Nevada and Texas.

(b) Unbilled revenue is recorded in total until it is actualized, at which time it is categorized between commercial and residential customers.

Reconciliation to Condensed Consolidated Financial Information

A reconciliation of the reportable segment operating revenues to consolidated revenues is as follows:


	Three Months Ended March 31,
	2025		2024
Total Reportable Segments Revenue	$	144,503	$	114,388
Net asset optimization expense	(2,249)		(1,597)
Other Revenue	3		1,265
Total Revenues	$	142,257	$	114,056

Schedule of Accounts Receivable, Allowance for Credit Loss

A rollforward of our allowance for credit losses for the three months ended March 31, 2025 are presented in the table below (in thousands):




Balance at December 31, 2024	$	(2,950)

Current period credit loss provision	(688)
Write-offs	866
Recovery of previous write-offs	(27)
Balance at March 31, 2025	$	(2,799)

XML 37 R27.htm IDEA: XBRL DOCUMENT

Equity (Tables)

3 Months Ended

Mar. 31, 2025

Equity [Abstract]

Schedule of Economic Interests


	The Company		Affiliated Owners
March 31, 2025	51.79	%	48.21	%
December 31, 2024	48.20	%	51.80	%

Schedule of Noncontrolling interest

The following table summarizes the effects of changes in the Company's ownership interest in Spark HoldCo's equity (in thousands):


	Three Months Ended March 31
	2025		2024
Net income attributable to Via Renewables, Inc. stockholders	$	8,798	$	8,567
Transfers (to) from the non-controlling interest	—		—
Decrease in Via Renewables additional paid in capital from the equity shift	(223)		—
Net transfers (to) from non-controlling interest	(223)		—
Changes from net income attributable to Via Renewables stockholders and transfers (to) from non-controlling interest	$	8,575	$	8,567

The following table summarizes the portion of net income and income tax expense attributable to non-controlling interest (in thousands):


	Three Months Ended March 31,
		2025		2024

Net income before taxes allocated to non-controlling interest		$	10,285	$	11,360
Less: Income tax expense allocated to non-controlling interest		616		863



Net income attributable to non-controlling interests		$	9,669	$	10,497

Schedule of Computation of Basic and Diluted Income Per Share

The following table presents the computation of basic and diluted income per share for the three months ended March 31, 2025 and 2024 (in thousands, except per share data):


	Three Months Ended March 31,
	2025		2024
Net income attributable to Via Renewables, Inc. stockholders	$	8,798	$	8,567
Less: Dividend on Series A Preferred Stock	2,328		2,710
Net income attributable to stockholders of Class A common stock	$	6,470	$	5,857

Basic weighted average Class A common shares outstanding	3,533		3,233
Basic earnings earnings per share attributable to stockholders	$	1.83	$	1.81

Net income attributable to stockholders of Class A common stock	$	6,470	$	5,857
Effect of conversion of Class B common stock to shares of Class A common stock	—		—

Diluted net income attributable to stockholders of Class A common stock	$	6,470	$	5,857

Basic weighted average Class A common shares outstanding	3,533		3,233
Effect of dilutive Class B common stock	—		—


Diluted weighted average shares outstanding	3,533		3,233

Diluted earnings per share attributable to stockholders	$	1.83	$	1.81

Schedule of Carrying Amounts and Classification of Assets and Liabilities

The following table includes the carrying amounts and classification of the assets and liabilities of Spark HoldCo that are included in our condensed consolidated balance sheet as of March 31, 2025 and December 31, 2024 (in thousands):


	March 31, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	64,601	$	52,993
Accounts receivable	70,329		65,354

Other current assets	68,357		79,704
Total current assets	203,287		198,051
Non-current assets:
Goodwill	120,343		120,343

Other assets	15,861		16,042
Total non-current assets	136,204		136,385
Total Assets	$	339,491	$	334,436

Liabilities
Current liabilities:
Accounts payable and accrued liabilities	$	49,759	$	56,560



Other current liabilities	65,274		61,069
Total current liabilities	115,033		117,629
Long-term liabilities:
Long-term portion of Senior Credit Facility	101,000		106,000
Subordinated debt — affiliate	—		—

Other long-term liabilities	528		55
Total long-term liabilities	101,528		106,055
Total Liabilities	$	216,561	$	223,684

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References + Details

XML 38 R28.htm IDEA: XBRL DOCUMENT

Preferred Stock (Tables)

3 Months Ended

Mar. 31, 2025

Equity [Abstract]

Schedule of Preferred Equity Balance

A summary of our preferred equity balance for the three months ended March 31, 2025 is as follows:


	(In thousands)






Balance at December 31, 2024	$	83,221
Repurchase of Series A Preferred Stock	(155)
Accumulated dividends on Series A Preferred Stock	(89)
Balance at March 31, 2025	$	82,977

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(27))
-SubTopic 10
-Topic 210
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(28))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-4

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-5

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481142/505-10-45-2

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-10

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-8

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 480
-SubTopic 10
-Section S99
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480244/480-10-S99-1

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-6

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-7

+ Details

XML 39 R29.htm IDEA: XBRL DOCUMENT

Derivative Instruments (Tables)

3 Months Ended

Mar. 31, 2025

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Volumetric Underlying Derivative Transactions

Non-trading

Commodity

Notional

March 31, 2025

December 31, 2024

Natural Gas

MMBtu

5,327

5,716

Electricity

MWh

788

987

Trading

Commodity

Notional

March 31, 2025

December 31, 2024

Natural Gas

MMBtu

1,883

2,988

Schedule of Gains (Losses) on Derivative Instruments

Gains (losses) on derivative instruments, net and current period settlements on derivative instruments were as follows for the periods indicated (in thousands):


	Three Months Ended March 31,
		2025		2024
Gain (loss) on non-trading derivatives, net		$	6,554	$	(4,296)
(Loss) gain on trading derivatives, net		(2,168)		91
Gain (loss) on derivatives, net		$	4,386	$	(4,205)
Current period settlements on non-trading derivatives		(3,900)		15,242
Current period settlements on trading derivatives		—		183
Total current period settlements on derivatives		$	(3,900)	$	15,425

Schedule of Offsetting Assets

The following tables summarize the fair value and offsetting amounts of our derivative instruments by counterparty and collateral received or paid (in thousands):


	March 31, 2025
Description	Gross Assets		Gross Amounts Offset		Net Assets		Cash Collateral Offset		Net Amount Presented
Non-trading commodity derivatives	$	12,360	$	(4,182)	$	8,178	$	(1,339)	$	6,839
Trading commodity derivatives	39		(10)		29		—		29
Total Current Derivative Assets	12,399		(4,192)		8,207		(1,339)		6,868
Non-trading commodity derivatives	586		(68)		518		—		518
Trading commodity derivatives	—		—		—		—		—
Total Non-current Derivative Assets	586		(68)		518		—		518
Total Derivative Assets	$	12,985	$	(4,260)	$	8,725	$	(1,339)	$	7,386


	December 31, 2024
Description	Gross Assets		Gross Amounts Offset		Net Assets		Cash Collateral Offset		Net Amount Presented
Non-trading commodity derivatives	$	12,100	$	(5,443)	$	6,657	$	—	$	6,657
Trading commodity derivatives	2,538		(510)		2,028		—		2,028
Total Current Derivative Assets	14,638		(5,953)		8,685		—		8,685
Non-trading commodity derivatives	737		(259)		478		—		478
Trading commodity derivatives	—		—		—		—		—
Total Non-current Derivative Assets	737		(259)		478		—		478
Total Derivative Assets	$	15,375	$	(6,212)	$	9,163	$	—	$	9,163

Schedule of Offsetting Liabilities


Description	Gross Liabilities		Gross Amounts Offset		Net Liabilities		Cash Collateral Offset		Net Amount Presented
Non-trading commodity derivatives	$	(39)	$	16	$	(23)	$	30	$	7
Trading commodity derivatives	(393)		112		(281)		—		(281)
Total Current Derivative Liabilities	(432)		128		(304)		30		(274)
Non-trading commodity derivatives	(956)		461		(495)		—		(495)
Trading commodity derivatives	(76)		43		(33)		—		(33)
Total Non-current Derivative Liabilities	(1,032)		504		(528)		—		(528)
Total Derivative Liabilities	$	(1,464)	$	632	$	(832)	$	30	$	(802)


Description	Gross Liabilities		Gross Amounts Offset		Net Liabilities		Cash Collateral Offset		Net Amount Presented
Non-trading commodity derivatives	$	(3,036)	$	1,475	$	(1,561)	$	—	$	(1,561)
Trading commodity derivatives	(634)		494		(140)		—		(140)
Total Current Derivative Liabilities	(3,670)		1,969		(1,701)		—		(1,701)
Non-trading commodity derivatives	(333)		282		(51)		—		(51)
Trading commodity derivatives	(94)		90		(4)		—		(4)
Total Non-current Derivative Liabilities	(427)		372		(55)		—		(55)
Total Derivative Liabilities	$	(4,097)	$	2,341	$	(1,756)	$	—	$	(1,756)

XML 40 R30.htm IDEA: XBRL DOCUMENT

Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2025

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consist of the following (in thousands):


	Estimated useful lives (years)	March 31, 2025		December 31, 2024

Information technology	2 – 5	$	9,540	$	8,141


Other	7	69		69
Total		9,609		8,210
Accumulated depreciation		(3,308)		(2,979)
Property and equipment—net		$	6,301	$	5,231

XML 41 R31.htm IDEA: XBRL DOCUMENT

Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill, Customer Relationships and Trademarks

Goodwill, customer relationships and trademarks consist of the following amounts (in thousands):


	March 31, 2025		December 31, 2024
Goodwill	$	120,343	$	120,343




Customer relationships—Other
Cost	$	15,978	$	12,852
Accumulated amortization	(2,173)		(1,332)
Customer relationships—Other, net	$	13,805	$	11,520

Cost	$	4,040	$	4,040
Accumulated amortization	(2,121)		(2,020)
Trademarks, net	$	1,919	$	2,020

Changes in goodwill, customer relationships (including non-compete agreements) and trademarks consisted of the following (in thousands):


	Goodwill		Customer Relationships— Other		Trademarks
Balance at December 31, 2024	$	120,343	$	11,520	$	2,020
Additions	—		3,113		—

Amortization	—		(828)		(101)
Balance at March 31, 2025	$	120,343	$	13,805	$	1,919

Schedule of Estimated Future Amortization Expense

Estimated future amortization expense for customer relationships and trademarks at March 31, 2025 is as follows (in thousands):


Year ending December 31,

2025 (remaining nine months)	$	8,542
2026	5,970
2027	404
2028	404
2029	404
> 5 years	—
Total	$	15,724

XML 42 R32.htm IDEA: XBRL DOCUMENT

Debt (Tables)

3 Months Ended

Mar. 31, 2025

Debt Disclosure [Abstract]

Schedule of Debt

Debt consists of the following amounts as of March 31, 2025 and December 31, 2024 (in thousands):


	March 31, 2025		December 31, 2024








Long-term debt:
Senior Credit Facility (1) (2)	$	101,000	$	106,000
Subordinated Debt	—		—

Total long-term debt	101,000		106,000
Total debt	$	101,000	$	106,000

(1) As of March 31, 2025 and December 31, 2024, the weighted average interest rate on the Senior Credit Facility was 7.57% and 7.59%, respectively.

(2) As of March 31, 2025 and December 31, 2024, we had $35.7 million and $25.6 million in letters of credit issued, respectively.

Schedule of Components of Interest Expense

Interest expense consists of the following components for the periods indicated (in thousands):


	Three Months Ended March 31,
	2025		2024
Senior Credit Facility	$	1,595	$	1,335

Letters of credit fees and commitment fees	40		384
Amortization of deferred financing costs	167		206
Other	16		4
Interest Expense	$	1,818	$	1,929

XML 43 R33.htm IDEA: XBRL DOCUMENT

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2025

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis


	Level 1		Level 2		Level 3		Total
March 31, 2025
Non-trading commodity derivative assets	$	2,890	$	4,467	$	—	$	7,357
Trading commodity derivative assets	—		29		—		29
Total commodity derivative assets	$	2,890	$	4,496	$	—	$	7,386
Non-trading commodity derivative liabilities	$	(30)	$	(458)	$	—	$	(488)
Trading commodity derivative liabilities	—		(314)		—		(314)
Total commodity derivative liabilities	$	(30)	$	(772)	$	—	$	(802)


	Level 1		Level 2		Level 3		Total
December 31, 2024
Non-trading commodity derivative assets	$	445	$	6,690	$	—	$	7,135
Trading commodity derivative assets	—		2,028		—		2,028
Total commodity derivative assets	$	445	$	8,718	$	—	$	9,163
Non-trading commodity derivative liabilities	$	(180)	$	(1,432)	$	—	$	(1,612)
Trading commodity derivative liabilities	—		(144)		—		(144)
Total commodity derivative liabilities	$	(180)	$	(1,576)	$	—	$	(1,756)

XML 44 R34.htm IDEA: XBRL DOCUMENT

Transactions with Affiliates (Tables)

3 Months Ended

Mar. 31, 2025

Schedule of Related Party Transactions

The following tables presents asset and liability balances with affiliates (in thousands):


	March 31, 2025		December 31, 2024








Assets
Accounts Receivable - affiliates	$	4,260	$	4,119
Total Assets - affiliates	$	4,260	$	4,119


	March 31, 2025		December 31, 2024








Liabilities
Accounts Payable - affiliates	$	1,076	$	157
Subordinated Debt - affiliates	—		—
Total Liabilities - affiliates	$	1,076	$	157

The following table presents revenues and cost of revenues recorded in net asset optimization revenue associated with affiliates for the periods indicated (in thousands):


	Three Months Ended March 31,
	2025		2024









Revenue NAO - affiliates	$	658	$	482
Less: Cost of Revenue NAO - affiliates	—		1

Net NAO - affiliates	$	658	$	481

XML 45 R35.htm IDEA: XBRL DOCUMENT

Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2025

Segment Reporting [Abstract]

Schedule of Financial Data for Business Segments

Financial data for business segments are as follows (in thousands):


Three Months Ended March 31, 2025
	Retail Electricity (1)		Retail Natural Gas		Corporate and Other		Eliminations		Consolidated
Total revenues	$	80,720	$	63,783	$	(2,246)	$	—	$	142,257
Retail cost of revenues	58,202		37,189		2		—		95,393
Less:
Net asset optimization expense(2)	—		—		(2,249)		—		(2,249)
Net, gain on non-trading derivative instruments	4,863		1,691		—		—		6,554
Current period settlements on non-trading derivatives	(3,759)		(141)		—		—		(3,900)

Retail Gross Margin	$	21,414	$	25,044	$	1	$	—	$	46,459
Add: Reconciling items (3)									405
Gross Profit									$	46,864
Total Assets at March 31, 2025	$	1,932,644	$	167,105	$	315,930	$	(2,068,277)	$	347,402
Goodwill at March 31, 2025	$	117,813	$	2,530	$	—	$	—	$	120,343

(1) Retail Electricity includes related services.

(3) Reconciling item includes net asset optimization expenses, net loss and gain on non-trading derivative instruments and current period settlements on non-trading activities.


Three Months Ended March 31, 2024
	Retail Electricity(1)		Retail Natural Gas		Corporate and Other		Eliminations		Consolidated
Total revenues	$	77,329	$	37,059	$	(332)	$	—	$	114,056
Retail cost of revenues	49,131		19,203		628		—		68,962
Less:
Net asset optimization expense (2)	—		—		(1,597)		—		(1,597)
Net, loss on non-trading derivative instruments	(3,836)		(460)		—		—		(4,296)
Current period settlements on non-trading derivatives	13,123		2,119		—		—		15,242

Retail Gross Margin	$	18,911	$	16,197	$	637	$	—	$	35,745
Add: Reconciling items (3)									9,349
Gross Profit									$	45,094
Total Assets at December 31, 2024	$	1,867,055	$	126,911	$	317,408	$	(1,966,435)	$	344,939
Goodwill at December 31, 2024	$	117,813	$	2,530	$	—	$	—	$	120,343

(1) Retail Electricity includes related services.

(3) Reconciling item includes net asset optimization expenses, net loss and gain on non-trading derivative instruments and current period settlements on non-trading activities.

XML 46 R36.htm IDEA: XBRL DOCUMENT

Revenues - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
Revenues - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Mar. 31, 2024
Disaggregation of Revenue [Line Items]
Typical length of contract	Electricity and natural gas products may be sold as fixed-price or variable-price products. The typical length of a contract to provide electricity and/or natural gas is 12 months.
Bad debt expense	$ 688	$ 304
Electric and Gas Revenue
Disaggregation of Revenue [Line Items]
Excise and sales taxes	300	300
Cost of Services Energy Services
Disaggregation of Revenue [Line Items]
Excise and sales taxes	$ 1,800	$ 1,400

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details