XML 28 R12.htm IDEA: XBRL DOCUMENT v3.22.0.1
Equity
 12 Months Ended
Dec. 31, 2021
Equity [Abstract]  
Equity
4. Equity
Non-controlling Interest
We hold an economic interest and are the sole managing member in Spark HoldCo, with affiliates of our Founder and majority shareholder holding the remaining economic interests in Spark HoldCo. As a result, we consolidate the financial position and results of operations of Spark HoldCo, and reflect the economic interests owned by these affiliates as a non-controlling interest. The Company and affiliates owned the following economic interests in Spark HoldCo at December 31, 2021 and December 31, 2020, respectively.
The CompanyAffiliated Owners
December 31, 202144.12 %55.88 %
December 31, 202041.53 %58.47 %

The following table summarizes the portion of net income (loss) and income tax expense (benefit) attributable to non-controlling interest (in thousands):
Year Ended December 31,
202120202019
  
Net (loss) income allocated to non-controlling interest$(5,607)$44,277 $7,604 
Income tax expense allocated to non-controlling interest3,539 5,349 1,841 
Net (loss) income attributable to non-controlling interest$(9,146)$38,928 $5,763 

Class A Common Stock and Class B Common Stock

Holders of the Company's Class A common stock and Class B common stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law or by our certificate of incorporation.

Conversion of Class B Common Stock to Class A Common Stock

In July 2021, holders of Class B common stock exchanged 800,000 of their Spark HoldCo units (together with a corresponding number of shares of Class B common stock) for shares of Class A common stock at an exchange ratio of one share of Class A common stock for each Spark HoldCo unit (and corresponding share of Class B common stock) exchanged.

Dividends on Class A Common Stock

Dividends declared for the Company's Class A common stock are reported as a reduction of retained earnings, or a reduction of additional paid in capital to the extent retained earnings are exhausted. During the years ended December 31, 2021, 2020, and 2019, we paid dividends on our Class A common stock of $11.0 million, $10.6 million, and $10.4 million. This dividend represented an annual rate of $0.725 per share on each share of Class A common stock.

On January 20, 2022, the Company declared a dividend of $0.18125 per share to holders of record of our Class A common stock on March 1, 2022 and payable on March 15, 2022.

In order to pay our stated dividends to holders of our Class A common stock, our subsidiary, Spark HoldCo is required to make corresponding distributions to holders of its units, including those holders that own our Class B common stock (our non-controlling interest holder). As a result, during the year ended December 31, 2021, Spark HoldCo made corresponding distributions of $14.8 million to our non-controlling interest holders.

Share Repurchase Program
On August 18, 2020, our Board of Directors authorized a share repurchase program of up to $20.0 million of Class A common stock through August 18, 2021. We funded the program through available cash balances, our Senior Credit Facility and operating cash flows.

The shares of Class A common stock could be repurchased from time to time in the open market at prevailing market prices or in privately negotiated transactions based on ongoing assessments of capital needs, the market price of the stock, and other factors, including general market conditions. The repurchase program did not obligate us to acquire any particular amount of Class A common stock, could be modified or suspended at any time, and could be terminated prior to completion.

For the year ended December 31, 2020, we repurchased 45,148 shares of our Class A common stock at a weighted average price of $8.75 per share, for a total cost of $0.4 million. For the year ended December 31, 2021, we did not repurchase our Class A common stock. The share repurchase program was suspended in March 2021 pursuant to an agreement with lenders under our Senior Credit Facility. The share repurchase program expired on August 18, 2021 and our Senior Credit Facility was subsequently amended, terminating the provision for borrowings specific to Class A common stock repurchases. See Note 9 "Debt" for further discussion.

Preferred Stock

The Company has 20,000,000 shares of authorized preferred stock for which there are 3,567,543 shares issued and outstanding at December 31, 2021 and 3,707,256 shares issued and 3,567,543 shares outstanding at December 31, 2020, respectively. See Note 5 "Preferred Stock" for a further discussion of preferred stock.

Issuance of Class A Common Stock Upon Vesting of Restricted Stock Units

For the years ended December 31, 2021, 2020, and 2019, 342,403, 469,811, and 473,492, respectively of restricted stock units vested, with 219,141, 292,879, and 300,715, respectively of shares of common stock distributed to the holders of these units. Differences between shares vested and issued were a result of 123,262, 176,932, and 172,777 shares of common stock withheld by the Company to cover taxes owed on the vesting of such units.

Earnings Per Share

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

The following table presents the computation of basic and diluted income (loss) per share for the years ended December 31, 2021, 2020, and 2019 (in thousands, except per share data):
Year Ended December 31,
202120202019
Net income attributable to Via Renewables, Inc. stockholders$5,195 $29,290 $8,450 
Less: Dividend on Series A preferred stock7,804 7,441 8,091 
Net (loss) income attributable to stockholders of Class A common stock$(2,609)$21,849 $359 
Basic weighted average Class A common shares outstanding 15,128 14,555 14,286 
Basic (loss) earnings per share attributable to stockholders$(0.17)$1.50 $0.03 
Net (loss) income attributable to stockholders of Class A common stock$(2,609)$21,849 $359 
Diluted net (loss) income attributable to stockholders of Class A common stock$(2,609)$21,849 $359 
Basic weighted average Class A common shares outstanding 15,128 14,555 14,286 
Effect of dilutive restricted stock units— 160 282 
Diluted weighted average shares outstanding15,128 14,715 14,568 
Diluted (loss) earnings per share attributable to stockholders$(0.17)$1.48 $0.02 

The computation of diluted earnings per share for the year ended December 31, 2021 excludes 20.0 million shares of Class B common stock and 0.5 million restricted stock units because the effect of their conversion was antidilutive. The Company's outstanding shares of Series A Preferred Stock were not included in the calculation of diluted earnings per share because they contain only contingent redemption provisions that have not occurred.

Variable Interest Entity

Spark HoldCo is a variable interest entity due to its lack of rights to participate in significant financial and operating decisions and its inability to dissolve or otherwise remove its management. Spark HoldCo owns all of the outstanding membership interests in each of our operating subsidiaries. We are the sole managing member of Spark HoldCo, manage Spark HoldCo's operating subsidiaries through this managing membership interest, and are considered the primary beneficiary of Spark HoldCo. The assets of Spark HoldCo cannot be used to settle our obligations except through distributions to us, and the liabilities of Spark HoldCo cannot be settled by us except through contributions to Spark HoldCo. The following table includes the carrying amounts and classification of the assets and liabilities of Spark HoldCo that are included in our consolidated balance sheet as of December 31, 2021 and 2020 (in thousands):
December 31, 2021December 31, 2020
Assets
Current assets:
   Cash and cash equivalents$68,703 $71,442 
   Accounts receivable66,676 70,350 
   Other current assets56,392 55,575 
   Total current assets191,771 197,367 
Non-current assets:
   Goodwill120,343 120,343 
   Other assets16,758 15,259 
   Total non-current assets137,101 135,602 
   Total Assets$328,872 $332,969 
Liabilities
Current liabilities:
   Accounts Payable and Accrued Liabilities $62,538 $61,436 
   Other current liabilities49,328 43,676 
   Total current liabilities111,866 105,112 
Long-term liabilities:
   Long-term portion of Senior Credit Facility135,000 100,000 
   Other long-term liabilities145 256 
   Total long-term liabilities135,145 100,256 
   Total Liabilities$247,011 $205,368