Equity

Non-controlling Interest

The Company holds an economic interest and is the sole managing member in Spark HoldCo, with NuDevco Retail and Retailco holding the remaining economic interest in Spark HoldCo. As a result, the Company has consolidated the financial position and results of operations of Spark HoldCo and reflected the economic interest retained by NuDevco Retail and Retailco as a non-controlling interest.

The Company and NuDevco Retail and Retailco owned the following economic interests in Spark HoldCo at December 31, 2015 and December 31, 2016, respectively.



Non-controlling Interest Economic Interest
	The Company		NuDevco Retail and Retailco⁽¹⁾
December 31, 2015	22.49	%	77.51	%
December 31, 2016	38.85	%	61.15	%
(1) In January 2016, Retailco succeeded to the interest of NuDevco Retail Holdings of its Class B common stock and in equal number of Spark HoldCo units it held pursuant to a series of transfers.

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



	2016		2015

Net income allocated to non-controlling interest	$	52,300	$	21,779
Income tax expense (benefit) allocated to non-controlling interest	1,071		(331		)
Net income attributable to non-controlling interest	$	51,229	$	22,110

Class A Common Stock

The Company had a total of 6,496,559 and 3,118,623 shares of its Class A common stock outstanding at December 31, 2016 and 2015, respectively. Each share of Class A common stock holds economic rights and entitles its holder to one vote on all matters to be voted on by shareholders generally.

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

On May 4, 2016, 101,210 restricted stock units vested, with 77,814 shares of common stock distributed to the holders of these units and with 23,396 shares of common stock withheld by the Company to cover taxes owed on the vesting of such units. On May 18, 2016, 53,853 restricted stock units vested, with 43,683 shares of common stock distributed to the holders of these units and with 10,170 shares of common stock withheld by the Company to cover taxes owed on the vesting of such units.

Conversion of Class B Common Stock to Class A Common Stock

On February 3, 2016, April 1, 2016 and June 8, 2016, Retailco exchanged 1,000,000, 1,725,000 and 500,000, respectively, of its 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. Refer to Note 11 "Income Taxes" for further discussion.

Class B Common Stock

The Company has a total of 10,224,742 and 10,750,000 shares of its Class B common stock outstanding at December 31, 2016 and 2015, respectively. Each share of Class B common stock, all of which are held by NuDevco Retail and Retailco, have no economic rights but entitles its holder to one vote on all matters to be voted on by shareholders generally.

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

Issuance of Class B Common Stock

On August 1, 2016, the Company issued 699,742 shares of Class B common stock to Retailco in connection with the acquisition of the Provider Companies. On August 23, 2016, the Company issued 2,000,000 shares of Class B common stock to Retailco in connection with the acquisition of Major Energy Companies.

Preferred Stock

The Company has 20,000,000 shares of authorized preferred stock for which there are no issued and outstanding shares at December 31, 2016 and 2015.

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 interest in the Company. Diluted earnings per share is similarly calculated except that the denominator is increased (1) using the treasury stock method to determine the potential dilutive effect of the Company's outstanding unvested restricted stock units, (2) using the if-converted method to determine the potential dilutive effect of the Company's Class B common stock and (3) using the if-converted method to determine the potential dilutive effect of the outstanding convertible subordinated notes into the Company's Class B common stock.

The following table presents the computation of earnings per share for the years ended December 31, 2016 and 2015 (in thousands, except per share data):



	Year Ended December 31,
	2016			2015
Net income attributable to stockholders of Class A common stock	$	14,444		$	3,865
Basic weighted average Class A common shares outstanding	5,701			3,064
Basic EPS attributable to stockholders	$	2.53		$	1.26

Net income attributable to stockholders of Class A common stock	$	14,444		$	3,865
Effect of conversion of Class B common stock to shares of Class A common stock	—			—
Effect of conversion of convertible subordinated notes into shares of Class B common stock and shares of Class B common stock into shares of Class A common stock	(310		)	(334		)
Diluted net income attributable to stockholders of Class A common stock	$	14,134		$	3,531
Basic weighted average Class A common shares outstanding	5,701			3,064
Effect of dilutive Class B common stock	—			—
Effect of dilutive convertible subordinated notes into shares of Class B common stock and shares of Class B common stock into shares of Class A common stock	505			210
Effect of dilutive restricted stock units	139			53
Diluted weighted average shares outstanding	6,345			3,327

Diluted EPS attributable to stockholders	$	2.23		$	1.06

The conversion of shares of Class B common stock to shares of Class A common stock was not recognized in dilutive earnings per share for the years ended December 31, 2016 and 2015 as the effect of the conversion was antidilutive.

Variable Interest Entity

On January 1, 2016, we adopted ASU No. 2015-02, Consolidation (Topic 810) (“ASU 2015-02”). ASU 2015-02 changed the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. Upon adoption, we continued to consolidate Spark HoldCo, but considered Spark HoldCo to be a variable interest entity requiring additional disclosures in the footnotes of our consolidated financial statements.

Spark HoldCo is a variable interest entity due to its lack of rights to participate in significant financial and operating decisions and inability to dissolve or otherwise remove its management. Spark HoldCo owns all of the outstanding membership interests in each of the operating subsidiaries through which the Company operates. The Company is the sole managing member of Spark HoldCo, manages Spark HoldCo's operating subsidiaries through this managing membership interest, and is considered the primary beneficiary of Spark HoldCo.

The assets of Spark HoldCo cannot be used to settle the obligations of the Company except through distributions to the Company, and the liabilities of Spark HoldCo cannot be settled by the Company except through contributions to Spark HoldCo.

Conversion of CenStar and Oasis Notes

On October 5, 2016, RAC issued to the Company an irrevocable commitment to convert the CenStar Note and Oasis Note into 134,731 and 383,090 shares, respectively, of Class B common stock (and related Spark HoldCo units) on January 8, 2017 and January 31, 2017, respectively. Refer to Note 7 "Debt" and Note 17 "Subsequent Events" for further discussion.

The following table includes the carrying amounts and classification of the assets and liabilities of Spark HoldCo that are included in the Company's consolidated balance sheet as of December 31, 2016 (in thousands):



	December 31, 2016
Assets
Current assets:
Cash and cash equivalents	$	18,945
Accounts receivable	112,491
Other current assets	65,866
Total current assets	197,302
Non-current assets:
Goodwill	79,147
Other assets	43,991
Total non-current assets	123,138
Total Assets	$	320,440

Liabilities
Current liabilities:
Accounts Payable and Accrued Liabilities	88,547
Intercompany payable with Spark Energy, Inc.	(3,399		)
Current portion of Senior Credit Facility	51,287
Contingent consideration	11,827
Convertible subordinated notes to affiliates	6,582
Other current liabilities	9,932
Total current liabilities	164,776
Long-term liabilities:
Subordinated debt—affiliate	5,000
Contingent consideration	10,826
Other long-term liabilities	68
Total long-term liabilities	15,894
Total Liabilities	$	180,670