VIA 10-K Annual Report Dec. 31, 2023 | Alphaminr
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VIA 10-K Fiscal year ended Dec. 31, 2023

Balance Sheet
Cash Flow
Income Statement
Debt
SPARK ENERGY, INC.
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PROXIES
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CIK: 1606268
Filing Type: 10-K/A
Report Date: 2023-12-31
Download URL: https://www.sec.gov/Archives/edgar/data/1606268/000160626824000011/spke-20231231.htm
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TABLE OF CONTENTS
Part IItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. ReservedItem 7. Management S Discussion and Analysis Of Financial ConditionItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management, and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

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 and 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 2.1 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 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 5 3/14/2017 001-36559 4.1 Description of Capital Stock of Via Renewables, Inc. 10-K 4.1 3/5/2020 001-36559 4.2 Class A Common Stock Certificate S-1 4.1 6/30/2014 333-196375 10.1 Credit Agreement, dated June 30, 2022, 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, BOKF, NA (d/b/a/ Bank of Texas), as joint-lead arranger and issuing bank, and the other financial institutions party thereto. 8-K 10.1 7/7/2022 001-36559 10.2 Credit Agreement, dated as of May 19, 2017, among Spark Energy, Inc., Spark HoldCo, LLC, Spark Energy, LLC, Spark Energy Gas, LLC, CenStar Energy Corp, CenStar Operating Company, LLC, Oasis Power, LLC, Oasis Power Holdings, LLC, Electricity Maine, LLC, Electricity N.H., LLC, Provider Power Mass, LLC, Major Energy Services LLC, Major Energy Electric Services LLC, Respond Power LLC and Perigee Energy, LLC as Co-Borrowers, Coperatieve Rabobank U.A., New York Branch, as Administrative Agent, an Issuing Bank and a Bank, and Coperatieve Rabobank U.A., New York Branch and BBVA Compass, as Joint Lead Arrangers and Sole Bookrunner, and the Other Financial Institutions Signatory Thereto. 8-K 10.1 5/24/2017 001-36559 10.3 Amendment No. 1 to the Credit Agreement, dated as of November 2, 2017, among Spark HoldCo, LLC, Spark Energy, LLC, Spark Energy Gas, LLC, CenStar Energy Corp, CenStar Operating Company, LLC, Oasis Power, LLC, Electricity Maine, LLC, Electricity N.H., LLC, Provider Power Mass, LLC, Major Energy Services, LLC, Major Energy Electric Services LLC, Respond Power, LLC, Perigee Energy, LLC, Verde Energy USA, Inc., Verde Energy USA, Inc., Verde Energy USA Commodities, LLC, Verde Energy USA Connecticut, LLC, Verde Energy USA DC, LLC, Verde Energy USA Illinois, LLC, Verde Energy USA Maryland, LLC, Verde Energy USA Massachusetts, LLC, Verde Energy USA New Jersey, LLC, Verde Energy USA New York, LLC, Verde Energy USA Ohio, LLC, Verde Energy USA Pennsylvania, LLC, Verde Energy USA Texas Holdings, LLC, Verde Energy USA Trading, LLC, Verde Energy Solutions, LLC, and Verde Energy USA Texas, LLC as Co-Borrowers, Spark Energy, Inc., Coperatieve Rabobank U.A., New York Branch, as Agent, and the Banks party thereto. 10-Q 10.1 11/3/2017 001-36559 10.4 Amendment No. 2 to the Credit Agreement, dated as of July 17, 2018, by and among Spark Energy, Inc., the Co-Borrowers, Coperatieve Rabobank U.A., New York Branch, as agent, the Banks party thereto, and Brown Brothers Harrisman & Co., as existing bank. 8-K 10.1 7/20/2018 001-36559 10.5 Amendment No. 3 to the Credit Agreement, dated as of June 13, 2019, by and among Spark Energy, Inc., the Co-Borrowers, the Issuing Banks party thereto, Coperatieve Rabobank U.A., New York Branch, as agent, and the Banks party thereto. 8-K 10.1 6/18/2019 001-36559 10.6# Amendment No. 4 to the Credit Agreement, dated as of July 31, 2020, by and among Spark Energy, Inc., the Co-Borrowers, the Issuing Banks party thereto, Coperatieve Rabobank U.A., New York Branch, as agent, and the Banks party thereto. 10-Q 10.1 8/5/2020 001-36559 10.7# Amendment No. 5 to the Credit Agreement, dated as of October 15, 2021, by and among Via Renewables, Inc., the Co-Borrowers, the Issuing Banks party thereto, Coperatieve Rabobank U.A., New York Branch, as agent, and the Banks party thereto. 8-K 10.1 10/21/2021 001-36559 10.8 New Bank Agreement, dated October 30, 2020, by and among Spark Energy, Inc., the Co-Borrowers, the Issuing Banks party thereto, Coperatieve Rabobank U.A., New York Branch, as agent, the Banks party thereto and Gulf Capital Bank, as new bank. 10-Q 10.2 11/4/2020 001-36559 10.9 New Bank Agreement, dated January 19, 2021, by and among Spark Energy, Inc., the Co-Borrowers and Guarantors, the Banks party thereto, Coperatieve Rabobank U.A., New York Branch, as agent, and Wells Fargo Bank, NA, as new bank 10-Q 10.2 5/6/2021 001-36559 10.10 Tax Receivable Agreement, dated as of August 1, 2014, by and among Spark Energy, Inc., Spark HoldCo LLC, NuDevco Retail Holdings, LLC, NuDevco Retail, LLC and W. Keith Maxwell III. 8-K 10.2 8/4/2014 001-36559 10.11 TRA Termination and Release Agreement, dated July 11, 2019, by and among Spark Energy, Inc., Spark HoldCo, LLC, Retailco, LLC, NuDevco Retail, LLC and W. Keith Maxwell III. 8-K 10.1 7/17/2019 001-36559 10.12 Registration Rights Agreement, dated as of August 1, 2014, by and among Spark Energy, Inc., NuDevco Retail Holdings, LLC and NuDevco Retail LLC. 8-K 10.4 8/4/2014 001-36559 10.13 Transaction Agreement II, dated as of July 30, 2014, by and among Spark Energy, Inc., Spark HoldCo, LLC, NuDevco Retail LLC, NuDevco Retail Holdings, LLC, Spark Energy Ventures, LLC, NuDevco Partners Holdings, LLC and Associated Energy Services, LP. 8-K 4.1 8/4/2014 001-36559 10.14 Spark HoldCo. Third Amended and Restated Limited Liability Agreement, dated as of March 15, 2017, by and among Spark Energy, Inc., Retailco, LLC and NuDevco Retail, LLC. 10-Q 10.1 5/8/2017 001-36559 10.15 Amendment No. 1, dated as of January 26, 2018, to Third Amended and Restated Limited Liability Company Agreement of Spark Holdco, LLC. 8-K 10.1 1/26/2018 001-36559 10.16 Amendment No. 2 to the Third Amended and Restated Limited Liability Company Agreement of Spark Holdco, LLC, dated as of March 30, 2020, by and between Spark Energy, Inc., Spark HoldCo, LLC, NuDevco Retail, LLC and Retailco, LLC. 8-K 10.1 4/3/2020 001-36559 10.17 Amended and Restated Subordinated Promissory Note of Spark HoldCo, LLC and Spark Energy, Inc., dated July 31, 2020. 10-K 10.46 3/4/2021 001-36559 10.18 Amended and Restated Subordinated Promissory Note of Spark HoldCo, LLC and Via Renewables, Inc., dated October 13, 2021. 8-K 10.2 10/20/2021 001-36559 10.19 Amended and Restated Subordinated Promissory Note (Note No. 7), dated June 30, 2022, by and among Via Renewables, Inc., Spark HoldCo, LLC and Retailco, LLC. 8-K 10.2 7/7/2022 001-36559 10.20 Spark Energy, Inc. Long-Term Incentive Plan S-8 4.3 7/31/2014 333-197738 10.21 Spark Energy, Inc. Amended and Restated Long-Term Incentive Plan. 10-Q 10.3 11/10/2016 001-36559 10.22 Spark Energy, Inc. Second Amended and Restated Long Term Incentive Plan. 8-K 10.1 5/23/2019 001-36559 10.23 Form of Restricted Stock Unit Agreement S-1 10.4 6/30/2014 333-196375 10.24 Form of Restricted Stock Unit Agreement (Second A&R LTIP). 10-Q 10.2 8/5/2020 001-36559 10.25 Form of Notice of Grant of Restricted Stock Unit S-1 10.5 6/30/2014 333-197738 10.26 Form of Notice of Grant of Restricted Stock Unit (Change in Control Restricted Stock Units). 10-Q 10.5 8/3/2018 333-196375 10.27 Form of Notice of Grant of Restricted Stock Unit (Second A&R LTIP). 10-Q 10.3 8/5/2020 001-36559 10.28 Indemnification Agreement, dated August 1, 2014, by and between Spark Energy, Inc. and W. Keith Maxwell III. 8-K 10.5 8/4/2014 001-36559 10.29 Indemnification Agreement, dated August 1, 2014, by and between Spark Energy, Inc. and James G. Jones II. 8-K 10.10 8/4/2014 001-36559 10.30 Indemnification Agreement, dated August 1, 2014, by and between Spark Energy, Inc. and Kenneth M. Hartwick. 8-K 10.12 8/4/2014 001-36559 10.31 Indemnification Agreement, dated May 25, 2016, by and between Spark Energy, Inc. and Nick W. Evans, Jr. 8-K 10.1 5/27/2016 001-36559 10.32 Indemnification Agreement, dated August 29, 2019, by and among Spark Energy, Inc. and Amanda Bush 8-K 10.1 8/30/2019 001-36559 10.33 Indemnification Agreement, dated as of March 17, 2020, by and between Spark Energy, Inc. and Kevin McMinn. 8-K 10.2 3/19/2020 001-36559 10.34 Indemnification Agreement, dated as of June 7, 2023, by and between Via Renewables, Inc. and A. Stephen Kennedy. 8-K 10.1 6/12/2023 001-36559 10.35 Employment Agreement, dated June 14, 2019, by and between Spark Energy, Inc. and James G. Jones II. 8-K 10.3 6/18/2019 001-36559 10.36 Employment Agreement, effective as of March 13, 2020, by and between Spark Energy, Inc. and W. Keith Maxwell III. 8-K 10.1 3/19/2020 001-36559 10.37 Employment Agreement, effective as of March 23, 2020, by and between Spark Energy, Inc. and Kevin McMinn. 8-K 10.1 3/25/2020 001-36559 10.38 Employment Agreement, dated November 4, 2021, by and between Via Renewables, Inc. and Miguel Mike Barajas 10-Q 10.5 11/4/2021 001-36559 10.39 Employment Agreement, dated November 4, 2021, by and between Via Renewables, Inc. and Paul Konikowski. 8-K 10.1 11/8/2021 001-36559 10.40 Engagement Letter Agreement, dated August 27, 2020, by and among Spark Energy, Inc. and Good Counsel Legal Services, LLC 10-K 10.47 3/4/2021 001-36559 10.41 Amendment to Engagement Letter Agreement, dated August 1, 2021, by and between Good Counsel Legal Services, LLC and Spark Energy, LLC. 10-Q 10.3 11/4/2021 001-36559 10.42 Amendment No. 2 to Engagement Letter Agreement, dated November 28, 2022, by and between Good Counsel Group LLC and Spark Energy, LLC. 10-Q 10.1 5/4/2023 001-36559 10.43 Amendment to Engagement Letter Agreement, dated July 5, 2023, by and between Good Counsel Group, LLC and Spark Energy, LLC 8-K 10.1 7/6/2023 001-36559 10.44 Transition and Resignation Agreement and Mutual Release of Claims, dated April 2, 2021, between Spark Energy, Inc. and Kevin McMinn. 8-K 10.1 4/8/2021 001-36559 10.45 Transition and Resignation Agreement and Mutual Release of Claims, dated November 4, 2021, by and between Via Renewables, Inc. and James Jones 10-Q 10.4 11/4/2021 001-36559 16.1 Letter from Ernst & Young LLP, dated March 31, 2022 8-K 16.1 3/31/2022 001-36559 21.1* List of Subsidiaries of Via Renewables, Inc. 23.1* Consent of Ernst & Young LLP 23.2* Consent of Grant Thornton LLP 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. 97* Incentive-Based Compensation Recovery Policy