Equity

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Equity

4. Equity

Non-controlling Interest

We hold an economic interest and are the sole managing member in Spark HoldCo, with affiliates of Mr. Maxwell and majority shareholder holding the remaining economic interests in Spark HoldCo. As a result, we consolidate the financial position and results of operations of Spark HoldCo, and reflect the economic interests owned by these affiliates as a non-controlling interest. The Company and affiliates owned the following economic interests in Spark HoldCo at December 31, 2023 and December 31, 2022, respectively.

	The Company		Affiliated Owners
December 31, 2023	44.92	%	55.08	%
December 31, 2022	44.45	%	55.55	%

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,
	2023		2022		2021
Net income (loss) allocated to non-controlling interest	$	14,302	$	5,585	$	(5,607)
Less: Income tax expense allocated to non-controlling interest	3,172		1,960		3,539
Net income (loss) attributable to non-controlling interest	$	11,130	$	3,625	$	(9,146)

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.

Reverse Stock Split

On March 20, 2023, the Company’s shareholders approved at a special meeting a proposal by the Company’s Board of Directors to consummate a reverse stock split of the Company’s Class A common stock and Class B common stock at a ratio between 1 for 2 to 1 for 5, with such ratios to be determined by the Chief Executive Officer or the Chief Financial Officer, or to determine not to proceed with the reverse stock split, during a period of time not to exceed the one-year anniversary of the special meeting date (the “Reverse Stock Split”).

On March 20, 2023, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to effect the Reverse Stock Split at a ratio of 1 to 5 for each issued and outstanding share of Class A common stock and Class B common stock as of March 21, 2023 at 5:30 PM ET. The Class A common stock began trading on a post-split basis on March 22, 2023.

No fractional shares were issued as a result of the Reverse Stock Split and it did not impact the par value of the Class A common stock or Class B common stock. Any fractional shares that would otherwise have resulted from the Reverse Stock Split were rounded up to the next whole number. The number of authorized shares of Class A common stock and Class B common stock were not impacted by the Reverse Stock Split and remained unchanged at 120,000,000 shares of Class A common stock and 60,000,000 shares of Class B common stock.

All shares of Class A common stock and Class B common stock and per share amounts in the accompanying consolidated financial statements and related notes have been retrospectively restated to reflect the effect of the Reverse Stock Split effective March 21, 2023.

Conversion of Class B Common Stock to Class A Common Stock

In July 2021, holders of Class B common stock exchanged 160,000 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, 2023, 2022, and 2021, we paid dividends on our Class A common stock of $2.9 million, $11.5 million, and $11.0 million. Dividends paid per share on each share of Class A common stock totaled $0.90625 for the year ended December 31, 2023 and $3.625 for the years ended December 31, 2022 and 2021, respectively.

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, 2023, Spark HoldCo made corresponding distributions of $3.6 million to our non-controlling interest holders.

In April 2023, we announced that our Board of Directors elected to temporarily suspend the quarterly cash dividend on the Class A common stock. During the second, third and fourth quarter of 2023, we did not pay dividends to the holders of the Company's Class A common stock and did not make corresponding distributions to our non-controlling interest holders.

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, 2023 and December 31, 2022, 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, 2023, 2022, and 2021, 68,439, 58,033, and 68,481, respectively of restricted stock units vested, with 46,466, 42,268, and 43,828, respectively of shares of common stock distributed to the holders of these units. Differences between shares vested and issued were a result of 21,973, 15,765, and 24,653 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, 2023, 2022, and 2021 (in thousands, except per share data):

	Year Ended December 31,
	2023		2022		2021
Net income attributable to Via Renewables, Inc. stockholders	$	14,975	$	7,578	$	3,733
Less: Dividend on Series A preferred stock	10,619		8,054		7,804
Net income (loss) attributable to stockholders of Class A common stock	$	4,356	$	(476)	$	(4,071)
Basic weighted average Class A common shares outstanding	3,211		3,156		3,026
Basic earnings (loss) per share attributable to stockholders	$	1.36	$	(0.15)	$	(1.35)
Net income (loss) attributable to stockholders of Class A common stock	$	4,356	$	(476)	$	(4,071)
Diluted net income (loss) attributable to stockholders of Class A common stock	$	4,356	$	(476)	$	(4,071)
Basic weighted average Class A common shares outstanding	3,211		3,156		3,026
Diluted weighted average shares outstanding	3,211		3,156		3,026
Diluted earnings (loss) per share attributable to stockholders	$	1.36	$	(0.15)	$	(1.35)

The computation of diluted earnings per share for the year ended December 31, 2023 excludes 4.0 million shares of Class B common stock and 0.2 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, 2023 and 2022 (in thousands):

	December 31, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	42,062	$	33,267
Accounts receivable	62,548		81,363
Other current assets	50,650		61,162
Total current assets	155,260		175,792
Non-current assets:
Goodwill	120,343		120,343
Other assets	11,351		13,675
Total non-current assets	131,694		134,018
Total Assets	$	286,954	$	309,810
Liabilities
Current liabilities:
Accounts Payable and Accrued Liabilities	$	44,201	$	61,367
Other current liabilities	71,994		63,673
Total current liabilities	116,195		125,040
Long-term liabilities:
Long-term portion of Senior Credit Facility	97,000		100,000
Subordinated debt—affiliate	—		20,000
Other long-term liabilities	54		2,733
Total long-term liabilities	97,054		122,733
Total Liabilities	$	213,249	$	247,773