8-K
Genie Energy Ltd. (GNE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported):
March 13, 2023
GENIE ENERGY LTD.
(Exact name of registrant as specified in its charter)
| Delaware | 1-35327 | 45-2069276 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 520 Broad Street<br><br> <br>Newark, New Jersey | 07102 |
|---|---|
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (973) 438-3500
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b)-2 of the Exchange Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Class B common stock, par value $.01 per share | GNE | New York Stock Exchange |
| Series 2012-A Preferred stock, par value $.01 per share | GNE.PRA | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On March 13, 2023, the Registrant distributed over a wire service and posted to the investor relations page of its website (www.genie.com), an earnings release announcing its results of operations for the quarter and full year ended December 31, 2022. A copy of the earnings release concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The Registrant is furnishing the information contained in this Report, including Exhibit 99.1, pursuant to Item 2.02 of Form 8-K promulgated by the Securities and Exchange Commission (the “SEC”). This information shall not be deemed to be “filed” with the SEC or incorporated by reference into any other filing with the SEC unless otherwise expressly stated in such filing. In addition, this Report and the press release contain statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in the press release.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|---|
| Exhibit No. | Document |
| --- | --- |
| 99.1 | Press Release, dated March 13, 2023, reporting the results of operations for the quarter and full year ended December 31, 2022. |
| 104 | Cover Pager Interactive Data File, formatted in Inline XBRL document |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GENIE ENERGY LTD. | ||
|---|---|---|
| By: | /s/ Michael Stein | |
| Name: | Michael Stein | |
| Title: | Chief Executive Officer |
Dated: March 13, 2023
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EXHIBIT INDEX
| Exhibit Number. | Document |
|---|---|
| 99.1 | Press Release, dated March 13, 2023, reporting the results of operations for the quarter and full year ended December 31, 2022. |
| 104 | Cover Pager Interactive Data File, formatted in Inline XBRL document |
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Exhibit 99.1
GenieEnergy Announces Fourth Quarter and Full-Year 2022 Results
FourthQuarter Operating Income Increased 167% Year-Over-Year
RecordFull-Year Operating Income of $77.8 million, Adjusted EBITDA^1^ of $83.2 million and EPS of $3.26
Newark,NJ – March 13, 2023: Genie Energy, Ltd. (NYSE: GNE, GNEPRA), a leading retail energy and renewable energy solutions provider, today announced results for its fourth quarter and year ended December 31, 2022.
“We completed a record year for gross margin, profits and Adjusted EBITDA on a high note,” said Michael Stein, chief executive officer.
“Genie Retail Energy (GRE) capped off a very strong year with robust fourth quarter increases in revenue, gross margin, operating income and Adjusted EBITDA compared to a year ago. We strategically curtailed customer acquisition during a volatile wholesale pricing period allowing us to generate strong financial results. Now that volatility has diminished, we are positioned to return to customer growth. GRE’s strong performance this year again demonstrated our ability to manage this business profitably through a wide range of market conditions.
“At Genie Renewables (GREW), we generated strong revenue growth while pursuing our vertically-integrated solar development strategy. We were also excited to receive notice to proceed (NTP) for our first company-owned community solar project and complete a Coordinated Electric Standard Interconnection Review (CESIR) for a second project – a key milestone on the path to NTP.
“Finally, we continued to pay our quarterly dividends while taking steps to simplify our capital structure by redeeming $8.4 million of preferred stock during the quarter.”
FourthQuarter 2022 Highlights (versus 4Q21 unless otherwise noted; excludes discontinued operations of Genie Retail Energy International(GREI) for all periods)
| ● | Revenue increased 17.6% to<br> $81.4 million from $69.2 million; |
|---|---|
| ● | Gross profit increased 46.3%<br> to $34.7 million from $23.7 million, and gross margin increased to 42.7% from 34.3%, driven by strength at GRE; |
| --- | --- |
| ● | Operating<br> income increased 166.5% to $15.5 million from $5.8 million; |
| --- | --- |
| ● | Adjusted EBITDA increased 151.2%<br> to $18.4 million from $7.3 million; |
| --- | --- |
| ● | GRE generated<br> operating income and Adjusted EBITDA of $20.6 million and $20.9 million, compared to $8.3 million and $8.8 million, respectively; |
| --- | --- |
| ● | Net income<br> attributable to GNE common stockholders was $16.2 million and diluted income per share (EPS) $0.61; |
| --- | --- |
| ● | Paid<br> a $0.075 quarterly dividend for class A and B common stockholders on March 1, 2023; |
| --- | --- |
| ● | Redeemed<br> $8.4 million of preferred stock. |
| --- | --- |
| ^1^ | AdjustedEBITDA for all periods presented is a non-GAAP measure intended to provide useful information that supplements the core operating resultsin accordance with GAAP of Genie Energy or the relevant segment. Please refer to the Reconciliation of Non-GAAP Financial Measure atthe end of this release for an explanation of Adjusted EBITDA, as well as reconciliations to its most directly comparable GAAP measure. |
| --- | --- |
FullYear 2022 Highlights (versus 2021 unless otherwise noted; excludes discontinued operations of GREI for all periods)
| ● | Revenue decreased 2.4% to $315.5<br> million from $323.3 million; |
|---|---|
| ● | Gross profit increased 68.9%<br> to $154.8 million from $91.6 million, and gross margin increased to 49.1% from 28.3%; |
| --- | --- |
| ● | Operating<br> income increased to $77.8 million from $24.1 million; |
| --- | --- |
| ● | Adjusted EBITDA increased to<br> $83.2 million from $27.8 million; |
| --- | --- |
| ● | GRE generated<br> operating income and Adjusted EBITDA of $92.6 million and $93.8 million, compared to $34.7 million and $36.0 million, respectively; |
| --- | --- |
| ● | Net income<br> attributable to GNE common stockholders was $85.9 million and diluted income per share (EPS) $3.26; |
| --- | --- |
| ● | Repurchased<br> 639,393 shares of GNE Common Stock and redeemed $11.4 million of preferred stock; |
| --- | --- |
| ● | Acquired<br> site rights to 64 MWs of potential solar generation. |
| --- | --- |
SelectFinancial Metrics: 2022 versus 2021 as of 12/31/22*
| (in $M except for EPS) | 4Q22 | 4Q21 | Change | 2022 | 2021 | Change | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total Revenue | $ | 81.4 | $ | 69.2 | 17.6 | % | $ | 315.5 | $ | 323.3 | -2.4 | % | ||||||
| Genie Retail (GRE) | $ | 77.0 | $ | 67.9 | 13.5 | % | $ | 304.0 | $ | 311.8 | -2.5 | % | ||||||
| Electricity | $ | 55.6 | $ | 54.9 | 1.3 | % | $ | 241.8 | $ | 273.0 | -11.4 | % | ||||||
| Natural Gas | $ | 21.4 | $ | 12.9 | 65.4 | % | $ | 62.1 | $ | 38.8 | 60.1 | % | ||||||
| Genie Renewables (GREW) | $ | 4.4 | $ | 1.3 | 227.2 | % | $ | 11.6 | $ | 7.5 | 54.1 | % | ||||||
| Gross Margin | 42.7 | % | 34.3 | % | 836 | bps | 49.1 | % | 28.3 | % | 2071 | bps | ||||||
| Genie Retail | 44.4 | % | 34.5 | % | 983 | bps | 50.3 | % | 29.1 | % | 2118 | bps | ||||||
| Genie Renewables | 1.2 | % | 21.5 | % | (2025 | )bps | 15.6 | % | 37.1 | % | (2150 | )bps | ||||||
| Income from Operations | $ | 15.5 | $ | 5.8 | 166.5 | % | $ | 77.8 | $ | 24.1 | 222.8 | % | ||||||
| Operating Margin | 19.0 | % | 8.4 | % | 1063 | bps | 24.6 | % | (5.1 | %) | 2974 | bps | ||||||
| Net Income Attributable to GNE Common Stockholders | $ | 16.2 | $ | 27.6 | -41.3 | % | $ | 85.9 | $ | 27.5 | 211.8 | % | ||||||
| Diluted Earnings Per Share | $ | 0.61 | $ | 1.06 | -42.3 | % | $ | 3.26 | $ | 1.05 | 211.2 | % | ||||||
| Adjusted EBITDA | $ | 18.5 | $ | 7.3 | 151.1 | % | $ | 83.2 | $ | 27.8 | 199.3 | % | ||||||
| Cash Flow Provided by (Used in) Continuing Operating Activities | $ | 21.3 | $ | 24.6 | -13.5 | % | $ | 66.0 | $ | 23.7 | 178.3 | % | ||||||
| * | Numbers may not add due to rounding | |||||||||||||||||
| --- | --- |
SegmentHighlights
GenieRetail Energy (GRE)
GRE delivered record fourth quarter gross profit, income from operations, and Adjusted EBITDA, highlighted by strong margins in its retail book. As in prior quarters during 2022, GRE moderated customer acquisition efforts to maximize the value of its portfolio.
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Sequentially, RCEs and meters served increased by 11,000 and 5,000 to 262,000 and 275,000, respectively, as of December 31, 2022. Average monthly churn increased to 5.5% sequentially from 4.7% in the third quarter of 2022.
Select GRE Business Metrics: 2022 versus 2021 as of 12/31/2022*
| RCEs and Meters in 1000s | 4Q22 | 4Q21 | Change | |||
|---|---|---|---|---|---|---|
| Residential Customer Equivalents (RCEs) | 262 | 260 | 0.80 | % | ||
| Electricity | 181 | 189 | -4.20 | % | ||
| Natural Gas | 81 | 71 | 14.10 | % | ||
| Meters | 275 | 285 | -3.50 | % | ||
| Electricity | 196 | 210 | -6.70 | % | ||
| Natural Gas | 79 | 45 | 75.60 | % | ||
| Gross Adds | 47 | 33 | 42.40 | % | ||
| Churn** | 5.5 | % | 6.2 | % | (70 | )bps |
| * | Numbers may not add due to rounding |
|---|---|
| ** | Excludes expiration of low margin aggregation deals |
| --- | --- |
GenieRenewables (GREW)
GREW’s revenue increased significantly in the fourth quarter as it continued building solar projects and providing consultative energy services for large commercial customers. However, margins trended lower year over year primarily due to the timing of certain payments, which are usually included in the cost of goods sold and recognized before revenue.
GREW also made progress towards constructing its first owned and operated projects during the fourth quarter.
BalanceSheet and Cash Flow Highlights (for the year ended December 31, 2022)
Genie Energy reported $277.6 million in total assets. Liabilities totaled $104.0 million, and working capital (current assets less current liabilities) totaled $128.5 million. Non-current liabilities were $4.8 million.
Net cash provided by operating activities was $80.7 million compared to $68.4 million a year ago.
StrategicUpdate and Commentary
Stein commented, “In our retail business, we currentlysee opportunities for retail customer acquisitions with attractive paybacks, and we expect to build our RCE and customer counts during the first quarter.
“Our solar strategy continues to progress, both in terms of acquiring site rights to new projects and moving existing projects toward operations. We currently expect to complete construction on a few projects in 2023 while beginning construction and/or reaching milestones preceding construction on several others. We have a large pipeline of projects in negotiations, in due diligence, and under review, and we are optimistic that we will continue to increase both our number of projects and aggregate MWs.”
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Trended Financial Information:*
| (in M except for EPS, RCEs and<br> Meters)** | 1Q21 | 2Q21 | 3Q21 | 4Q21 | 1Q22 | 2Q22 | 3Q22 | 4Q22 | 2020 | 2021 | 2022 | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total Revenue | 96.3 | $ | 70.1 | $ | 87.7 | $ | 69.2 | $ | 85.9 | $ | 66.9 | $ | 81.3 | $ | 81.4 | $ | 338.4 | $ | 323.3 | $ | 315.5 | |||||||||||
| Genie Retail (GRE) | 90.7 | $ | 67.0 | $ | 86.3 | $ | 67.9 | $ | 83.9 | $ | 63.2 | $ | 79.9 | $ | 77.0 | $ | 304.4 | $ | 311.8 | $ | 304.0 | |||||||||||
| Electricity | 73.4 | $ | 61.9 | $ | 82.8 | $ | 54.9 | $ | 59.4 | $ | 53.1 | $ | 73.8 | $ | 55.6 | $ | 270.9 | $ | 273.0 | $ | 241.8 | |||||||||||
| Natural Gas | 17.3 | $ | 5.1 | $ | 3.5 | $ | 12.9 | $ | 24.5 | $ | 10.1 | $ | 6.2 | $ | 21.4 | $ | 33.6 | $ | 38.8 | $ | 62.1 | |||||||||||
| Genie Renewables (GREW) | 2.5 | $ | 2.3 | $ | 1.3 | $ | 1.3 | $ | 2.0 | $ | 3.8 | $ | 1.4 | $ | 4.4 | $ | 25.2 | $ | 7.5 | $ | 11.6 | |||||||||||
| Gross Margin | 14.4 | % | 27.8 | % | 39.5 | % | 34.3 | % | 54.8 | % | 44.5 | % | 53.1 | % | 42.7 | % | 27.0 | % | 28.3 | % | 49.1 | % | ||||||||||
| Genie Retail | 16.5 | % | 27.4 | % | 39.6 | % | 34.5 | % | 55.5 | % | 45.9 | % | 54.1 | % | 44.4 | % | 29.0 | % | 29.1 | % | 50.3 | % | ||||||||||
| Genie Renewables | 44.9 | % | 39.4 | % | 34.0 | % | 21.5 | % | 25.7 | % | 21.6 | % | -6.3 | % | 12.4 | % | 8.8 | % | 37.1 | % | 15.6 | % | ||||||||||
| Income (loss) from Operations | (3.2 | ) | $ | 4.0 | $ | 17.5 | $ | 5.8 | $ | 27.0 | $ | 11.8 | $ | 23.5 | $ | 15.5 | $ | 23.1 | $ | 24.1 | $ | 77.8 | ||||||||||
| Operating Margin | -3.3 | % | 5.7 | % | 19.9 | % | 8.4 | % | 31.4 | % | 17.6 | % | 29.0 | % | 19.0 | % | 6.8 | % | 7.5 | % | 24.6 | % | ||||||||||
| Net (Loss) Income Attributable to GNE Common Stockholders | (2.4 | ) | $ | 5.0 | $ | (2.7 | ) | $ | 27.6 | $ | 17.5 | $ | 33.9 | $ | 18.3 | $ | 16.2 | $ | 11.7 | $ | 27.5 | $ | 85.9 | |||||||||
| Diluted (Loss) Earnings Per Share | (0.09 | ) | $ | 0.19 | $ | (0.10 | ) | $ | 1.06 | $ | 0.67 | $ | 1.30 | $ | 0.70 | $ | 0.61 | $ | 0.44 | $ | 1.05 | $ | 3.26 | |||||||||
| Adjusted EBITDA | (2.4 | ) | $ | 4.7 | $ | 18.1 | $ | 7.3 | $ | 28.0 | $ | 12.2 | $ | 24.5 | $ | 18.5 | $ | 26.6 | $ | 27.8 | $ | 83.2 | ||||||||||
| GRE Retail Performance Metrics | ||||||||||||||||||||||||||||||||
| RCEs | 347 | 330 | 336 | 260 | 260 | 263 | 251 | 262 | 337 | 260 | 262 | |||||||||||||||||||||
| Electricity | 291 | 272 | 276 | 189 | 182 | 185 | 185 | 181 | 284 | 189 | 181 | |||||||||||||||||||||
| Natural Gas | 56 | 58 | 60 | 71 | 78 | 77 | 77 | 81 | 53 | 71 | 81 | |||||||||||||||||||||
| Meters | 373 | 361 | 361 | 285 | 286 | 280 | 280 | 275 | 368 | 285 | 275 | |||||||||||||||||||||
| Electricity | 308 | 292 | 289 | 210 | 209 | 203 | 203 | 196 | 303 | 210 | 196 | |||||||||||||||||||||
| Natural Gas | 65 | 69 | 72 | 75 | 77 | 77 | 77 | 79 | 65 | 75 | 79 | |||||||||||||||||||||
| Gross Adds | 62 | 35 | 46 | 33 | 44 | 34 | 34 | 47 | 212 | 177 | 159 | |||||||||||||||||||||
| Churn*** | 4.9 | % | 3.8 | % | 4.0 | % | 6.2 | % | 4.5 | % | 4.4 | % | 4.4 | % | 5.5 | % | 4.4 | % | 4.5 | % | 4.8 | % |
All values are in US Dollars.
| * | Numbers<br>may not add due to rounding |
|---|---|
| ** | Certain<br>GREI operations have been classified as a discontinued operation and its results excluded from current and historical results |
| --- | --- |
| *** | Excludes<br>expiration of low margin aggregation deals |
| --- | --- |
EarningsAnnouncement and Supplemental Information
At 8:30 AM Eastern today, Genie’s management will host a conference call to discuss financial and operational results, business outlook, and strategy. The call will begin with management’s remarks, followed by Q&A with investors.
To participate in the conference call, dial 1-888-506-0062 (toll-free from the U.S.) or 1-973-528-0011 (international) and provide the following participant access code: 139380.
Approximately three hours after the call, a call replay will be accessible by dialing 1-877-481-4010 (toll-free from the U.S.) or 1-919-882-2331 (international) and providing the replay passcode: 47769. The replay will remain available through March 27, 2023. A recording of the call also will be available for playback on the “Investors” section of the Genie Energy website.
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AboutGenie Energy Ltd.
Genie Energy Ltd., (NYSE: GNE, GNEPRA) is a retail energy and renewable energy solutions provider. The Genie Retail Energy division supplies electricity, including electricity from renewable resources, and natural gas to residential and small business customers in the United States. The Genie Renewables division is a vertically-integrated provider of commercial, community, and utility-scale solar energy solutions. For more information, visit Genie.com.
In thispress release, all statements that are not purely about historical facts, including, but not limited to, those in which we use the words“believe,” “anticipate,” “expect,” “plan,” “intend,” “estimate, “target”and similar expressions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Whilethese forward-looking statements represent our current judgment of what may happen in the future, actual results may differ materiallyfrom the results expressed or implied by these statements due to numerous important factors, including, but not limited to, those describedin our most recent report on SEC Form 10-K (under the headings “Risk Factors” and “Management’s Discussion and Analysisof Financial Condition and Results of Operations”), which may be revised or supplemented in subsequent reports on SEC Forms 10-Qand 8-K. We are under no obligation, and expressly disclaim any obligation, to update the forward-looking statements in this press release,whether as a result of new information, future events or otherwise.
Contact:
Brian Siegel IRC, MBA
Senior Managing Director
Hayden IR
(346) 396-8696
brian@haydenir.com
5
GENIE ENERGY LTD.CONSOLIDATED BALANCE SHEETS
| (in thousands, except per share amounts) | 2021 | ||||
| ASSETS | |||||
| CURRENT ASSETS: | |||||
| Cash and cash equivalents | 98,571 | $ | 93,568 | ||
| Restricted cash—short-term | 6,007 | 6,657 | |||
| Marketable equity securities | 490 | 1,336 | |||
| Trade accounts receivable, net of allowance for doubtful accounts of 4,826 and 6,139 at December 31, 2022 and 2021, respectively | 55,134 | 41,309 | |||
| Inventory | 15,714 | 17,720 | |||
| Prepaid expenses | 6,822 | 4,164 | |||
| Other current assets | 6,207 | 2,354 | |||
| Other current assets of discontinued operations | 38,688 | 33,237 | |||
| TOTAL CURRENT ASSETS | 227,633 | 200,345 | |||
| Property and equipment, net | 891 | 297 | |||
| Goodwill | 9,998 | 9,998 | |||
| Other intangibles, net | 3,133 | 3,530 | |||
| Deferred income tax assets, net | 5,799 | 5,203 | |||
| Other assets | 13,856 | 8,920 | |||
| Non-current assets of discontinued operations | 16,305 | 1,172 | |||
| TOTAL ASSETS | 277,615 | $ | 229,465 | ||
| LIABILITIES AND EQUITY | |||||
| CURRENT LIABILITIES: | |||||
| Trade accounts payable | 25,313 | $ | 14,541 | ||
| Accrued expenses | 35,659 | 38,005 | |||
| Income taxes payable | 22,576 | 9,512 | |||
| Due to IDT Corporation | 165 | 532 | |||
| Other current liabilities | 4,549 | 1,732 | |||
| Current liabilities of discontinued operations | 10,936 | 51,970 | |||
| TOTAL CURRENT LIABILITIES | 99,198 | 116,292 | |||
| Other liabilities | 4,087 | 1,946 | |||
| Non-current liabilities of discontinued operations | 686 | 438 | |||
| TOTAL LIABILITIES | 103,971 | 118,676 | |||
| Commitments and contingencies (Note 15 and Note 16) | |||||
| EQUITY: | |||||
| Genie Energy Ltd. stockholders’ equity: | |||||
| Preferred stock, 0.01 par value; authorized shares – 10,000: | |||||
| Series 2012-A, designated shares – 8,750; at liquidation preference, consisting of 983 shares issued and outstanding at December 31, 2022 and 2021 | 8,359 | 19,743 | |||
| Class A common stock, 0.01 par value; authorized shares – 35,000; 1,574 shares issued and outstanding at December 31, 2022 and 2021 | 16 | 16 | |||
| Class B common stock, 0.01 par value; authorized shares – 200,000; 27,126 and 26,620 shares issued and 24,421 and 24,615 shares outstanding at December 31, 2022 and 2021, respectively | 271 | 266 | |||
| Additional paid-in capital | 146,546 | 143,249 | |||
| Treasury stock, at cost, consisting of 2,705 and 2,005 shares of Class B common at December 31, 2022 and 2021, respectively | (19,010 | ) | (14,034 | ) | |
| Accumulated other comprehensive income | 1,926 | 3,160 | |||
| Retained earnings (accumulated deficit) | 49,010 | (29,115 | ) | ||
| Total Genie Energy Ltd. stockholders’ equity | 187,118 | 123,285 | |||
| Noncontrolling interests | (13,474 | ) | (12,496 | ) | |
| TOTAL EQUITY | 173,644 | 110,789 | |||
| TOTAL LIABILITIES AND EQUITY | 277,615 | $ | 229,465 |
All values are in US Dollars.
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GENIE ENERGY LTD.CONSOLIDATED STATEMENTS OF OPERATIONS
| Year ended December 31, | ||||||
|---|---|---|---|---|---|---|
| (in thousands, except per share data) | 2022 | 2021 | ||||
| REVENUES: | ||||||
| Electricity | $ | 241,828 | $ | 276,941 | ||
| Natural gas | 62,144 | 38,812 | ||||
| Other | 11,567 | 7,516 | ||||
| Total revenues | 315,539 | 323,269 | ||||
| Cost of revenues | 160,757 | 231,631 | ||||
| GROSS PROFIT | 154,782 | 91,638 | ||||
| OPERATING EXPENSES AND LOSSES: | ||||||
| Selling, general and administrative ^(i)^ | 74,962 | 67,549 | ||||
| Impairment of assets | 2,066 | — | ||||
| Income from operations | 77,754 | 24,089 | ||||
| Interest income | 835 | 34 | ||||
| Interest expense | (129 | ) | (427 | ) | ||
| Unrealized loss on marketable equity securities and other investments | (417 | ) | (4,970 | ) | ||
| Gain on sale of subsidiary | — | 4,226 | ||||
| Other (loss) income, net | (520 | ) | 707 | |||
| Income before income taxes | 77,523 | 23,659 | ||||
| Provision for income taxes | (21,037 | ) | (7,522 | ) | ||
| NET INCOME FROM CONTINUING OPERATIONS | 56,486 | 16,137 | ||||
| Income from discontinued operations, net of tax | 30,445 | 11,705 | ||||
| NET INCOME | 86,931 | 27,842 | ||||
| Net loss attributable to noncontrolling interests, net | 874 | 1,372 | ||||
| NET INCOME ATTRIBUTABLE TO GENIE ENERGY LTD. | 87,805 | 29,214 | ||||
| Dividends on preferred stock | (1,939 | ) | (1,678 | ) | ||
| NET INCOME ATTRIBUTABLE TO GENIE ENERGY LTD. COMMON STOCKHOLDERS | $ | 85,866 | $ | 27,536 | ||
| Amounts attributable to Genie Energy Ltd. common stockholders | ||||||
| Income from continuing operations | $ | 59,956 | $ | 16,341 | ||
| Income from discontinued operations | 25,910 | 11,195 | ||||
| Net income attributable to Genie Energy Ltd. | $ | 85,866 | $ | 27,536 | ||
| Earnings per share attributed to Genie Energy Ltd. common stockholders | ||||||
| Basic | ||||||
| Income from continuing operations | $ | 2.34 | $ | 0.63 | ||
| Income from discontinued operations | 1.01 | 0.43 | ||||
| Net income attributable to Genie Energy Ltd. common stockholders | $ | 3.35 | $ | 1.06 | ||
| Diluted | ||||||
| Income from continuing operations | $ | 2.28 | $ | 0.62 | ||
| Income from discontinued operations | 0.98 | 0.43 | ||||
| Net income attributable to Genie Energy Ltd. common stockholders | $ | 3.26 | $ | 1.05 | ||
| Weighted-average number of shares used in the calculation of earnings per share | ||||||
| Basic | 25,629 | 25,879 | ||||
| Diluted | 26,366 | 26,316 | ||||
| Dividends declared per common share | $ | 0.30 | $ | — | ||
| (i) Stock-based compensation included in selling, general and administrative expenses | $ | 2,968 | $ | 2,930 |
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GENIE ENERGY LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Year ended December 31, | ||||||
|---|---|---|---|---|---|---|
| (in thousands) | 2022 | 2021 | ||||
| OPERATING ACTIVITIES | ||||||
| Net income | $ | 86,931 | $ | 27,842 | ||
| Net income from discontinued operations, net of tax | 30,445 | 11,705 | ||||
| Net income from continuing operations | 56,486 | 16,137 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Depreciation and amortization | 385 | 436 | ||||
| Deferred income taxes | (595 | ) | (104 | ) | ||
| Provision for doubtful accounts receivable | 2,515 | 1,709 | ||||
| Impairment of assets | 2,066 | — | ||||
| Stock-based compensation | 2,968 | 2,821 | ||||
| Equity in the net income of equity method investees | 17 | (438 | ) | |||
| Unrealized loss (gain) on marketable equity securities and investments | 417 | 4,970 | ||||
| Gain on sale of subsidiary | — | (4,226 | ) | |||
| Change in assets and liabilities, net of effect of acquisition: | ||||||
| Trade accounts receivable | (16,339 | ) | (416 | ) | ||
| Inventory | 2,005 | (790 | ) | |||
| Prepaid expenses | (2,658 | ) | (420 | ) | ||
| Other current assets and other assets | (5,595 | ) | (682 | ) | ||
| Trade accounts payable, accrued expenses and other current liabilities | 11,635 | (3,457 | ) | |||
| Due to IDT Corporation | (367 | ) | 275 | |||
| Income taxes payable | 13,064 | 7,900 | ||||
| Net cash provided by operating activities of continuing operations | 66,004 | 23,715 | ||||
| Net cash provided by discontinued operations | 14,680 | 44,667 | ||||
| Net cash provided by operating activities | 80,684 | 68,382 | ||||
| INVESTING ACTIVITIES | ||||||
| Capital expenditures | (1,019 | ) | (126 | ) | ||
| Investment in notes receivable with related party | (1,505 | ) | — | |||
| Purchases of short-term equity investments | (2,729 | ) | (750 | ) | ||
| Purchase of marketable equity security and investment | — | (1,000 | ) | |||
| Proceeds from the sale of subsidiary, net of cash disposed | — | 4,550 | ||||
| Repayment of notes receivables | 19 | 13 | ||||
| Net cash (used in) provided by investing activities of continuing operations | (5,234 | ) | 2,687 | |||
| Net cash used in investing activities of discontinued operations | (44,088 | ) | — | |||
| Net cash (used in) provided by investing activities | (49,322 | ) | 2,687 | |||
| FINANCING ACTIVITIES | ||||||
| Dividends paid | (9,158 | ) | (1,480 | ) | ||
| Purchases of Class B common stock | (4,414 | ) | (3,847 | ) | ||
| Repurchases of Class B common stock from employees | (567 | ) | (348 | ) | ||
| Redemption of preferred stock | (11,384 | ) | — | |||
| Net cash used in financing activities of continuing operations | (25,523 | ) | (5,675 | ) | ||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | 17 | (30 | ) | |||
| Net increase in cash, cash equivalents and restricted cash | 5,856 | 65,364 | ||||
| Cash, cash equivalents and restricted cash (including discontinued operations) at beginning of year | 100,225 | 36,785 | ||||
| Cash, cash equivalents and restricted cash (including discontinued operations) at end of year | 106,081 | 102,149 | ||||
| Less: Cash of discontinued operations at end of year | (1,503 | ) | (1,924 | ) | ||
| Cash and cash equivalents and restricted cash (excluding discontinued operations) at end of year | $ | 104,578 | $ | 100,225 | ||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||
| Cash payments made for interest | $ | 123 | $ | 433 | ||
| Cash payments made for income taxes | $ | 8,570 | $ | 49 |
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Reconciliation of Non-GAAP Financial Measure for the Fourth Quarterand Full-Year 2022
In addition to disclosing financial results that are determined in accordance with generally accepted accounting principles in the United States of America (GAAP), Genie Energy disclosed Adjusted EBITDA on a consolidated basis and for GRE. Adjusted EBITDA is a non-GAAP measure.
Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP.
Genie’s measure of consolidated Adjusted EBITDA starts with net income and adds back interest, taxes, depreciation, amortization, stock-based compensation and impairment of assets and subtracts out equity in the net loss of equity method investees, net. Genie’s measure of segment-level Adjusted EBITDA starts with income (loss) from operations and adds back depreciation, amortization, and stock-based compensation and subtracts out impairment of assets and equity in the net loss of equity method investees, net.
Adjusted EBITDA should be considered in addition to, not as a substitute for, or superior to, revenue, gross profit, income from operations, cash flow from operating activities, net income, basic and diluted earnings per share or other measures of liquidity and financial performance prepared in accordance with GAAP. In addition, Genie’s measurement of Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.
Management believes that Genie’s measure of Adjusted EBITDA provides useful information to both management and investors by excluding certain expenses that may not be indicative of Genie’s or GRE’s core operating results. Management uses Adjusted EBITDA, among other measures, as a relevant indicator of core operational strengths in its financial and operational decision-making.
Management also uses Adjusted EBITDA to evaluate operating performance in relation to Genie’s competitors. Disclosure of this non-GAAP financial measure may be useful to investors in evaluating performance and allows for greater transparency to the underlying supplemental information used by management in its financial and operational decision-making. In addition, Genie Energy has historically reported Adjusted EBITDA and believes it is commonly used by readers of financial information in assessing performance. Therefore, the inclusion of comparative numbers provides consistency in financial reporting at this time.
Management refers to Adjusted EBITDA as well as the GAAP measures revenue, gross profit, and income (loss) from operations, as well as net income (loss), on a consolidated level to facilitate internal and external comparisons to Genie’s historical operating results, in making operating decisions, for budget and planning purposes, and to form the basis upon which management is compensated.
Although depreciation and amortization are considered operating costs under GAAP, they primarily represent the non-cash current period allocation of costs associated with long-lived assets acquired or constructed in prior periods. Genie’s operating results exclusive of depreciation and amortization are therefore useful indicators of its current performance.
Stock-based compensation recognized by Genie Energy and other companies may not be comparable because of the various valuation methodologies, subjective assumptions and the variety of types of awards that are permitted under GAAP. Stock-based compensation is excluded from Genie’s calculation of Adjusted EBITDA because management believes this allows investors to make more meaningful comparisons of the operating results of Genie’s core business with the results of other companies. However, stock-based compensation will continue to be a significant expense for Genie Energy for the foreseeable future and an important part of employees’ compensation that impacts their performance.
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Impairment of goodwill is a component of (loss) income from operations that is excluded from the calculation of Adjusted EBITDA. The impairment of goodwill is primarily dictated by events and circumstances outside the control of management that trigger an impairment analysis. While there may be similar charges in other periods, the nature and magnitude of these charges can fluctuate markedly and do not reflect the performance of Genie’s continuing operations.
Following are the reconciliations of Adjusted EBITDA on a consolidated basis to its most directly comparable GAAP measure. Adjusted EBITDA is reconciled to net income for Genie Energy on a consolidated basis and for GRE.
Non-GAAP Reconciliation- Adjusted EBITDA
| 1Q21 | 2Q21 | 3Q21 | 4Q21 | 1Q22 | 2Q22 | 3Q22 | 4Q22 | 2020 | 2021 | 2022 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Income (loss) from Operations | $ | (3.2 | ) | $ | 4.0 | $ | 17.5 | $ | 5.8 | $ | 27.0 | $ | 11.8 | $ | 23.5 | $ | 15.5 | $ | 23.1 | $ | 24.1 | $ | 77.8 | |||
| Add back | ||||||||||||||||||||||||||
| Depreciation and Amortization | $ | 0.1 | $ | 0.1 | $ | 0.1 | $ | 0.1 | $ | 0.1 | $ | 0.1 | $ | 0.1 | $ | 0.1 | $ | 1.1 | $ | 0.4 | $ | 0.4 | ||||
| Non-Cash Compensation | $ | 0.6 | $ | 0.5 | $ | 0.5 | $ | 1.2 | $ | 0.8 | $ | 0.7 | $ | 0.7 | $ | 0.7 | $ | 1.0 | $ | 2.8 | $ | 3.0 | ||||
| Impairment | $ | 0.0 | $ | 0.0 | $ | (0.0 | ) | $ | 0.0 | $ | 0.0 | $ | 0.0 | $ | 0.0 | $ | 2.1 | $ | 1.4 | $ | 0.0 | $ | 2.1 | |||
| Equity in the Loss of AMSO/GEUK | $ | 0.1 | $ | 0.1 | $ | 0.1 | $ | 0.2 | $ | 0.1 | $ | (0.4 | ) | $ | 0.2 | $ | 0.1 | $ | 0.0 | $ | 0.4 | $ | (0.0 | ) | ||
| Adjusted EBITDA | $ | (2.4 | ) | $ | 4.7 | $ | 18.1 | $ | 7.3 | $ | 28.0 | $ | 12.2 | $ | 24.5 | $ | 18.5 | $ | 26.6 | $ | 27.8 | $ | 83.2 |
Non-GAAP Reconciliation- GRE
| (in millions) | 4Q22 | 4Q21 | 2022 | 2021 | ||||
|---|---|---|---|---|---|---|---|---|
| Income (loss) from Operations | $ | 20.6 | $ | 8.3 | $ | 92.6 | $ | 34.7 |
| Add back | ||||||||
| Depreciation and Amortization | $ | 0.1 | $ | 0.1 | $ | 0.3 | $ | 0.4 |
| Stock-based Compensation | $ | 0.2 | $ | 0.4 | $ | 1.0 | $ | 0.9 |
| Impairment | $ | 0.0 | $ | 0.0 | $ | 0.0 | $ | 0.0 |
| Equity in the income of equity method investee | $ | 0.0 | $ | 0.0 | $ | 0.0 | $ | 0.0 |
| Adjusted EBITDA | $ | 20.9 | $ | 8.8 | $ | 93.8 | $ | 36.0 |
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