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):
December 5, 2024
GENIE
ENERGY LTD.
(Exact Name of Registrant as Specified in its Charter)
1-35327
(Commission File Number)
| Delaware | 45-2069276 |
|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (IRS Employer<br><br> <br>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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the<br> Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)<br> under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class B common stock, par value $.01 per share | GNE | 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 7.01 Regulation FD Disclosure.
On December 5, 2024, the Company issued the attached release (the “Press Release”) relating to the Company’s update on its consumer insurance initiative. A copy of the Press Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The Company is furnishing the information contained in this Report, including Exhibit 99.1, pursuant to Item 7.01 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.
Item 8.01 Other Events.
The information contained in Item 7.01 above is incorporated herein by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Document |
|---|---|
| 99.1 | Press Release, dated December 5, 2024. |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL document |
1
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: December 5, 2024
2
Exhibit Index
| Exhibit No. | Document |
|---|---|
| 99.1 | Press Release, dated December 5, 2024. |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL document |
3
Exhibit 99.1
Genie Energy Advances Insurance Strategy
**NEWARK, NJ – December 5, 2024:**Genie Energy, Ltd. (NYSE: GNE), a leading retail energy and renewable energy solutions provider, today provided an update on its consumer insurance initiative.
Earlier his year, the company announced an initiative to expand its consumer products portfolio with insurance offerings, and formed a wholly-owned, “captive” self-insurance subsidiary to enhance the Company’s risk management strategy.
“To date, we have secured insurance broker licenses in seven key states and begun to offer third-party insurance solutions through our existing sales channels to our customer base,” said Genie’s CEO, Michael Stein. “We expect the economics of our offerings to strengthen gradually as we build out and bring to market internally-generated consumer offerings in the coming months.”
Genie also announced that has expanded the coverage provided to the company through its captive insurance subsidiary. In the fourth quarter of 2024, Genie expects to pay its subsidiary approximately $40 million in premiums for expanded insurance coverage to address various additional risks.
As required by GAAP, Genie expects to record a non-recurring, non-cash charge of approximately $31 million in the fourth quarter as an insurance loss reserve related to the expanded coverage. This loss reserve will be reflected in Genie’s fourth quarter and full year 2024 financial results under GAAP. However, the Company does not expect this charge to impact its reported measure of Adjusted EBITDA.
The $40 million in premium payments made to the Captive will remain on Genie’s consolidated balance sheet within its reported measures of short and long-term restricted cash, and other short and long-term assets. The funds will be available for investment by the Captive as determined by Genie management to support Genie Energy’s strategic objectives consistent with regulations and the Captive’s position.
Genie reported Genie reported cash and cash equivalents, short and long-term restricted cash, and marketable equity securities of $191.7 million as of September 30, 2024.
About Genie Energy Ltd.
Genie Energy Ltd., (NYSE: GNE) 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 community and utility-scale solar energy solutions. For more information, visit Genie.com.
In this press release, all statements thatare 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-lookingstatements within the meaning of the Private Securities Litigation Reform Act of 1995. While these forward-looking statements representour current judgment of what may happen in the future, actual results may differ materially from the results expressed or implied by thesestatements due to numerous important factors, including, but not limited to, those described in our most recent report on SEC Form 10-K(under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations"),which may be revised or supplemented in subsequent reports on SEC Forms 10-Q and 8-K. We are under no obligation, and expressly disclaimany obligation, to update the forward-looking statements in this press release, whether as a result of new information, future eventsor otherwise.
Contact:
Genie Energy Investor Relations
Bill Ulrey
wulrey@genie.com