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Transactions with Affiliates
 6 Months Ended
Jun. 30, 2025
Related Party Transactions [Abstract]  
Transactions with Affiliates
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):

June 30, 2025December 31, 2024
Assets
Accounts Receivable - affiliates$3,941 $4,119 
Total Assets - affiliates
$3,941 $4,119 

June 30, 2025December 31, 2024
Liabilities
Accounts Payable - affiliates$478 $157 
Subordinated Debt - affiliates — — 
Total Liabilities - affiliates
$478 $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 June 30,Six Months Ended June 30,
2025202420252024
Revenue NAO - affiliates $102 $126 $760 $608 
Less: Cost of Revenue NAO - affiliates — — — 1 
Net NAO - affiliates
$102 $126 $760 $607 

The Company's retail cost of revenue includes gains/(losses) related to derivative instruments transactions with affiliates. For the three months ended June 30, 2025 and June 30, 2024, respectively, we recognized a gain of less than $0.1 million and gain of $0.1 million, respectively, in retail cost of revenue related to derivative instrument
settlements. For the six months ended June 30, 2025 and June 30, 2024, respectively, we recognized a loss of $0.1 million and a 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 $(0.5) million and $(4.5) million for the three months ended June 30, 2025 and 2024, respectively. The total net amount direct billed and allocated to/(from) affiliates was $(1.0) million and $(4.1) million for the six months ended June 30, 2025 and 2024, respectively. The Company would have incurred incremental costs of $0.5 million and $0.3 million for the three months ended June 30, 2025 and 2024, respectively, operating on a stand-alone basis. The Company would have incurred incremental costs of $0.9 million and $0.6 million for the six months ended June 30, 2025 and 2024, respectively, operating on a stand-alone basis.

Distributions to and Contributions from Affiliates

During the three months ended June 30, 2025 and 2024, Spark HoldCo made distributions to these affiliates for gross-up distributions of $4.9 million and $4.4 million, respectively, in connection with distributions made between Spark HoldCo and Via Renewables, Inc. for payment of income taxes incurred by us.

During the six months ended June 30, 2025 and 2024, Spark HoldCo made distributions to these affiliates for gross-up distributions of $4.9 million and $4.5 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.

During the three months ended June 30, 2025, Spark HoldCo distributed $3.0 million in cash to the non-controlling interest holder.

Membership Interest Purchase Agreement with NGE Holdco, LLC and Spark Holdco, LLC

On May 23, 2025, we entered into an agreement to acquire 100% of the membership interests in NGE Texas, LLC (“NGE Texas”) for a nominal purchase price of $1 and a working capital payment of approximately $1.0 million, consisting entirely of restricted cash in the form of a Letter of Credit and ERCOT collateral. The primary purpose of the transaction was to obtain NGE Texas’s existing Texas retail electricity license, which is required to operate as a retail electricity provider in the state of Texas.

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 Senior Credit Facility, 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 June 30, 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.