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Transactions with Affiliates | 9 Months Ended
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Sep. 30, 2022
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 and pay an affiliate to perform telemarketing activities. 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 are recorded in the condensed consolidated balance sheets. The following tables presents asset and liability balances with affiliates (in thousands):
| September 30, 2022 |  | December 31, 2021
Assets |  |  |
Accounts Receivable - affiliates | $ | 5,642 |  |  | $ | 3,819 |
Total Assets - affiliates | $ | 5,642 |  |  | $ | 3,819 |
| September 30, 2022 |  | December 31, 2021
Liabilities |  |  |
Accounts Payable - affiliates | $ | 431 |  |  | $ | 491 |
Subordinated Debt - affiliates (1) | 20,000 |  |  | — |
Total Liabilities - affiliates | $ | 20,431 |  |  | $ | 491 |
(1) The Subordinated Debt Facility allows us to draw advances in increments of no less than $1.0 million per advance up to the maximum principal amount of the Subordinated Debt Facility, subject to Retailco’s discretion. 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. See Note 9 "Debt" for a further description of terms and conditions of the Subordinated Debt Facility. 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 September 30, |  | Nine Months Ended September 30,
| 2022 |  | 2021 |  | 2022 |  | 2021
Revenue NAO - affiliates | $ | 739 |  |  | $ | 249 |  |  | $ | 2,316 |  |  | $ | 818 |
Less: Cost of Revenue NAO - affiliates | 110 |  |  | — |  |  | 143 |  |  | 5 |
Net NAO - affiliates | $ | 629 |  |  | $ | 249 |  |  | $ | 2,173 |  |  | $ | 813 |
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 $0.1 million and $(0.6) million for the three months ended September 30, 2022 and 2021, respectively. The total net amount direct billed and allocated to/(from) affiliates was $1.7 million and $(0.3) million for the nine months ended September 30, 2022 and 2021, respectively. The Company would have incurred incremental costs of $0.4 million and $0.4 million for the three months ended September 30, 2022 and 2021, respectively, operating on a stand-alone basis. The Company would have incurred incremental costs of $1.2 million and $1.0 million for the nine months ended September 30, 2022 and 2021, respectively, operating on a stand-alone basis. General and administrative costs of zero and zero were recorded for the three months ended September 30, 2022 and 2021, respectively and zero and $0.1 million for the nine months ended September 30, 2022 and 2021, respectively. The general and administrative costs relate to telemarketing activities performed by an affiliate. Distributions to and Contributions from Affiliates During three months ended September 30, 2022 and 2021, Spark HoldCo made distributions to affiliates of our Founder of $3.6 million and $3.6 million, respectively, for the payments of quarterly distribution on their respective Spark HoldCo units. During each of the three months ended September 30, 2022 and 2021, Spark HoldCo made no distributions to these affiliates for gross-up distributions, in connection with distributions made between Spark HoldCo and Via Renewables, Inc. for payment of income taxes incurred by us. During the nine months ended September 30, 2022 and 2021, Spark HoldCo made distributions to affiliates of our Founder of $10.8 million and $11.2 million, respectively, for the payments of quarterly distribution on their respective Spark HoldCo units. During the nine months ended September 30, 2022 and 2021, Spark HoldCo also made distributions to these affiliates for gross-up distributions of $0.1 million and $2.6 million, respectively, in connection with distributions made between Spark HoldCo and Via Renewables, Inc. for payment of income taxes incurred by us.

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- Definition The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (d) -URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -URI https://asc.fasb.org/topic&trid=2122745 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 6 -URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864 + Details
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