Genie Energy Ltd 8-K/A, filed Mar 16, 2022
Genie Energy Ltd. (GNE)
About this 8-K/A
Genie Energy Ltd filed this 8-K/A on March 16, 2022, reporting on events of March 10, 2022.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
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Item 2.02. Results of Operations and Financial Condition.
Subsequent to the issuance of the Press Release, the Company discovered a required adjustment that results in an increase in the provision for income tax related to the discontinued operations of $1.6 million. The modification did not impact the results from continuing operations for the Company, but did impact Income from Discontinued Operations, net of tax, and Net Income Attributable to the Company’s Common Stockholders for the three and twelve months ended December 31, 2021. Additionally, the modification impacted Current Liabilities of Discontinued Operations and Accumulated Deficit as of December 31, 2021.
Attached hereto as Exhibit 99.1 is an amended copy of the Press Release with the corrections, for the quarter and full year ended December 31, 2021.
All other information set forth in the Press Release, remains correct and unchanged; therefore, no other changes were made to the Press Release. The Company is, substantially simultaneously herewith, filing its Annual Report on Form 10-K for the year ended December 31, 2021, which will reflect the corrections.
The Company is furnishing the information contained in this Report, including Exhibit 99.1 hereto, pursuant to Item 2.02 of Form 8-K/A 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 | Updated Press Release, dated March 10, 2022, reporting the results of operations for the quarter and full year ended December 31, 2021. | |
| 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 16, 2022
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EXHIBIT INDEX
|
Exhibit |
Document | |
| 99.1 | Updated Press Release, dated March 10, 2022, reporting the results of operations for the quarter and full year ended December 31, 2021. | |
| 104 | Cover Pager Interactive Data File, formatted in Inline XBRL document |
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Exhibit 99.1
Genie Energy Announces Fourth Quarter and Full-Year 2021 Results
Strong
risk and portfolio management drives 53% increase in fourth quarter gross profit
Genie Retail International generates fourth quarter revenue growth of 64%
Finishes the year with strongest balance sheet in recent history
Newark, NJ – March 10, 2022: Genie Energy, Ltd. (NYSE: GNE, GNEPRA), a leading retail energy provider in deregulated markets in the United States and Scandinavia and a provider of renewable energy solutions in the U.S., today announced results for its fourth quarter and full-year ended December 31, 2021.
“Genie finished the year on a high note, reporting strong numbers across our three segments,” said Michael Stein, chief executive officer. “We were well-positioned from a risk management perspective heading into the Winter months in our U.S. retail business (GRE), which allowed us to focus on higher-margin customers as lower margin aggregation deals expired. This rotation drove a 900-basis point expansion in gross margin in the segment year over year.
“Our strong position in Scandinavia (GREI) led to 63% revenue growth and 51% gross margin growth for the year. During the second half of the year, this market began to consolidate as higher energy prices decreased the number of market participants. We took advantage of these conditions with a small acquisition in the fourth quarter and will continue to put our balance sheet to work should additional opportunities arise.
“I was also encouraged by key trends in our renewables business. Gross profit increased 26%, and gross margin was up nearly 400%, as we transitioned from revenue generated by panel sales to service revenue. In 2022, we expect revenue and gross profit to accelerate as projects we signed or began in 2021 are completed in 2022.
“Finally, we finished with the strongest balance sheet we’ve had in recent years. The balance sheet, combined with our strong operating performance, gave us the confidence to reinstate our quarterly dividend, yielding approximately 5% at the time of the announcement. Overall, the fourth quarter and full-year 2021 were successful for Genie, and I’m very optimistic about our financial and operational outlook for 2022,” concluded Stein.
Fourth Quarter 2021 Highlights (versus 4Q20 unless otherwise noted)
| ● | Revenue increased 5.3% to $84.7 million; |
| ● | Gross profit increased 53.0% to $29.6 million, and gross margin increased to 34.9% from 24.0%; |
| ● | Income from operations increased to $10.7 million from $1.3 million; operating margin increased to 12.7% from 1.6%; |
| ● | Adjusted EBITDA1 increased to $12.5 million from $2.5 million; |
| ● | GRE generated income from operations and Adjusted EBITDA of $8.7 million and $8.8 million, compared to $5.3 million and $5.4 million, respectively; |
| ● | Net income attributable to GNE common stockholders was $27.6 million, and diluted income per share (EPS) was $1.06 compared to a net loss of ($1.7) million and diluted loss per share of ($0.06). |
Full-Year 2021 Highlights (versus 2020 unless otherwise noted)
| ● | Revenue increased 1.9% to $363.7 million; |
| ● | Gross profit increased 10.3% to $104.9 million, and gross margin increased to 28.8% from 26.6%; |
| ● | Income from operations increased 51.3% to $33.1 million from $21.9 million; operating margin decreased to 9.1% from 6.1%; |
| ● | Adjusted EBITDA increased to $37.7 million; |
| ● | GRE generated income from operations and Adjusted EBITDA of $34.7 million and $36.0 million, compared to $36.5 million and $37.4 million, respectively; |
| ● | Net income attributable to GNE common stockholders of $27.5 million, and diluted EPS of $1.05 (including $0.15 per share related to the Company’s exit from the U.K. market) compared to net income of $11.7 million and diluted EPS of $0.44; |
| ● | Re-purchased 622,932 shares of GNE common stock for $3.8 million. |
| 1 | Adjusted EBITDA for all periods presented is a non-GAAP measure intended to provide useful information that supplements the core operating results in accordance with GAAP of Genie Energy or the relevant segment. Please refer to the Reconciliation of Non-GAAP Financial Measures at the end of this release for an explanation of Adjusted EBITDA, as well as reconciliations to its most directly comparable GAAP measure. |
Select Financial Metrics: 2021 versus 2020 as of 12/31/21*
| (in $M except for EPS) | Q421 | Q420 | Change | 2021 | 2020 | Change | ||||||||||||||||||
| Total Revenue | $ | 84.7 | $ | 80.5 | 5.3 | % | $ | 363.7 | $ | 356.9 | 1.9 | % | ||||||||||||
| Genie Retail - US (GRE) | $ | 67.9 | $ | 69.9 | -2.9 | % | $ | 311.8 | $ | 304.4 | 2.4 | % | ||||||||||||
| Electricity | $ | 54.9 | $ | 60.5 | -9.3 | % | $ | 273.0 | $ | 270.9 | 0.8 | % | ||||||||||||
| Natural Gas | $ | 12.9 | $ | 9.4 | 38.0 | % | $ | 38.8 | $ | 33.6 | 15.6 | % | ||||||||||||
| Genie Retail - International (GREI)** | $ | 15.5 | $ | 9.4 | 64.3 | % | $ | 44.4 | $ | 27.3 | 62.8 | % | ||||||||||||
| Electricity | $ | 15.2 | $ | 9.3 | 63.7 | % | $ | 43.3 | $ | 26.6 | 62.6 | % | ||||||||||||
| Other | $ | 0.3 | $ | 0.1 | 103.8 | % | $ | 1.1 | $ | 0.6 | 69.9 | % | ||||||||||||
| Genie Renewables | $ | 1.3 | $ | 1.1 | 19.3 | % | $ | 7.5 | $ | 25.2 | -70.2 | % | ||||||||||||
| Gross Margin | 34.9 | % | 24.0 | % | 1089 | bps | 28.8 | % | 26.6 | % | 220 | bps | ||||||||||||
| Genie Retail - US (GRE) | 34.5 | % | 25.5 | % | 900 | bps | 29.1 | % | 29.0 | % | 14 | bps | ||||||||||||
| Genie Retail - International (GREI) | 37.8 | % | 19.2 | % | 1855 | bps | 25.2 | % | 16.6 | % | 862 | bps | ||||||||||||
| Genie Renewables | 21.5 | % | -29.0 | % | 5047 | bps | 37.1 | % | 8.8 | % | 2829 | bps | ||||||||||||
| Income from Operations | $ | 10.7 | $ | 1.3 | 731.5 | % | $ | 33.1 | $ | 21.9 | 51.3 | % | ||||||||||||
| Operating Margin | 12.7 | % | 1.6 | % | 1107 | bps | 9.1 | % | 6.1 | % | 297 | bps | ||||||||||||
| Net income attributable to Discontinued Operations | $ | 24.7 | $ | 2.0 | nm | $ | 4.0 | $ | 0.8 | 427.9 | % | |||||||||||||
| Net income (loss) attributable to GNE common stockholders | $ | 27.6 | $ | (1.7 | ) | nm | $ | 27.5 | $ | 11.7 | 135.9 | % | ||||||||||||
| Diluted Earnings (Loss) Per Share | $ | 1.06 | $ | (0.06 | ) | nm | $ | 1.05 | $ | 0.44 | 138.6 | % | ||||||||||||
| Adjusted EBITDA1 | $ | 12.5 | $ | 2.5 | 401.7 | % | $ | 37.7 | $ | 27.4 | 37.6 | % | ||||||||||||
| Cash Flow from Continuing Operating Activities*** | $ | 21.0 | $ | 1.2 | nm | $ | 21.3 | $ | 25.1 | -14.8 | % | |||||||||||||
nm = not measurable/meaningful
| * | Numbers may not add due to rounding |
| ** | Orbit UK has been classified as a discontinued operation, and its results excluded from current and historical results |
| *** | Net cash provided by operating activities |
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Select Business Metrics: 2021 versus 2020 as of 12/31/21**
| Units in 1000s | Q421 | Q420 | Change | |||||||||
| Retail Performance Metrics: | ||||||||||||
| Retail Customer Equivalents (RCE) | 301 | 389 | (22.6 | )% | ||||||||
| Genie Retail - US (GRE)*** | 260 | 337 | (22.8 | )% | ||||||||
| Electricity | 189 | 284 | (33.4 | )% | ||||||||
| Natural Gas | 71 | 53 | 33.5 | % | ||||||||
| Genie Retail - International (GREI) | 40 | 51 | (21.5 | )% | ||||||||
| Electricity | 40 | 51 | (21.5 | )% | ||||||||
| Natural Gas | --- | --- | ||||||||||
| Meters in 1000s units | 352 | 441 | (20.1 | )% | ||||||||
| Genie Retail - US (GRE) | 285 | 368 | (22.5 | )% | ||||||||
| Electricity | 210 | 303 | (30.6 | )% | ||||||||
| Natural Gas | 75 | 65 | 15.9 | % | ||||||||
| Genie Retail - International (GREI) | 67 | 73 | (8.2 | )% | ||||||||
| Electricity | 67 | 73 | (8.2 | )% | ||||||||
| Natural Gas | --- | --- | --- | |||||||||
| GRE Average Monthly Churn - Meters*** | ||||||||||||
| Gross Sales | 33 | 59 | (44.1 | )% | ||||||||
| Churn | 6.2 | % | 5.3 | % | 90 | bps | ||||||
| ** | Orbit UK has been classified as a discontinued operation and its results excluded from current and historical results |
| *** | Excludes impact from the expiration aggregation deals |
GRE delivered record levels of gross profit, income from operations, and Adjusted EBITDA for the quarter driven by strong margins in the retail book and mark-to-market increases in the value of its forward commodity positions after electricity and natural gas prices rose sharply. Operationally, GRE served 260k RCEs on December 31, 2021, a drop from the prior quarter-end as an aggregation deal did not renew, and the Company allowed certain less profitable meters to attrit in advance of the winter. While decreasing slightly compared to the year-ago quarter, per meter consumption remained well above pre-COVID levels. In addition, at 6.2% (excluding the impact from the expired aggregation deal), monthly churn was higher than usual due to the strategic decision not to renew certain customers. Looking ahead into 2022, the Company expects to increase its investment in new customer acquisition.
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GREI revenue and Adjusted EBITDA growth were driven by higher consumption and mark to market prices in Scandinavia, which also benefitted gross margin.
Genie Renewables, which was re-organized to focus on higher-margin services projects, delivered a gross margin of 21.5% versus (29%) in the fourth quarter of 2020.
Balance Sheet and Cash Flow Highlights
On December 31, 2021, Genie Energy reported $229.5 million in total assets, including $103.5 million in cash, restricted cash and marketable equity securities. Liabilities totaled $118.7 million, and working capital (current assets less current liabilities) totaled $84.0 million. Non-current liabilities were $2.4 million. Subsequent to the end of the fourth quarter, cash and current liabilities were reduced by $21.5 million related to the exit from the U.K. market.
During the quarter ended December 31, 2021, cash provided by operating activities was $21.0 million compared to $1.2 million a year ago.
2022 Commentary
“For the first quarter to date, GRE and GREI, which are predominantly electricity-based, have been insulated against the volatility of energy prices due to our strong risk management programs. We continue to monitor our commodity positions vis-à-vis our customer portfolio in light of the current geopolitical climate, but we believe these businesses remain well-positioned.
“Beyond the first quarter, we currently plan to invest in sales and marketing activities to drive customer growth in GRE and GREI. Genie Renewables is positioned for robust growth during 2022 with current solar project signed contracts that, if constructed and completed, would triple our solar revenue from 2021. Overall, we expect Genie Renewables to deliver $15-20 million of revenue in 2022 while we continue to invest in opportunities that will drive medium to long-term growth,” concluded Stein.
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Trended Financial Information:*,**
| (in $M except for EPS, RCE and Meters) | Q120 | Q220 | Q320 | Q420 | Q121 | Q221 | Q321 | Q421 | 2020 | 2021 | ||||||||||||||||||||||||||||||
| Total Revenue | $ | 104.1 | $ | 76.1 | $ | 96.3 | $ | 80.5 | $ | 107.5 | $ | 76.4 | $ | 95.1 | $ | 84.7 | $ | 356.9 | $ | 363.7 | ||||||||||||||||||||
| Genie Retail - US (GRE) | $ | 79.1 | $ | 66.5 | $ | 88.9 | $ | 69.9 | $ | 90.7 | $ | 67.0 | $ | 86.3 | $ | 67.9 | $ | 304.4 | $ | 311.8 | ||||||||||||||||||||
| Electricity | $ | 63.1 | $ | 61.1 | $ | 86.2 | $ | 60.5 | $ | 73.4 | $ | 91.9 | $ | 82.8 | $ | 54.9 | $ | 270.9 | $ | 273.0 | ||||||||||||||||||||
| Natural Gas | $ | 16.1 | $ | 5.4 | $ | 2.7 | $ | 9.4 | $ | 17.3 | $ | 5.1 | $ | 3.5 | $ | 12.9 | $ | 33.6 | $ | 38.8 | ||||||||||||||||||||
| Genie Retail - International (GREI)** | $ | 7.0 | $ | 5.0 | $ | 5.8 | $ | 9.4 | $ | 14.3 | $ | 7.1 | $ | 7.5 | $ | 15.5 | $ | 27.3 | $ | 44.4 | ||||||||||||||||||||
| Electricity | $ | 6.9 | $ | 4.8 | $ | 5.6 | $ | 9.3 | $ | 14.2 | $ | 6.8 | $ | 7.1 | $ | 15.2 | $ | 26.6 | $ | 43.3 | ||||||||||||||||||||
| Other | $ | 0.1 | $ | 0.2 | $ | 0.2 | $ | 0.1 | $ | 0.1 | $ | 0.3 | $ | 0.4 | $ | 0.3 | $ | 0.6 | $ | 1.1 | ||||||||||||||||||||
| Genie Renewables | $ | 18.0 | $ | 4.6 | $ | 1.6 | $ | 1.1 | $ | 2.5 | $ | 2.3 | $ | 1.3 | $ | 1.3 | $ | 25.2 | $ | 7.5 | ||||||||||||||||||||
| Gross Margin | 27.8 | % | 25.6 | % | 28.4 | % | 24.0 | % | 11.8 | % | 27.8 | % | 43.5 | % | 34.9 | % | 26.6 | % | 28.8 | % | ||||||||||||||||||||
| Genie Retail - US (GRE) | 34.9 | % | 25.7 | % | 29.0 | % | 25.5 | % | 16.5 | % | 27.4 | % | 39.6 | % | 34.5 | % | 29.0 | % | 29.1 | % | ||||||||||||||||||||
| Genie Retail - International (GREI) | -4.1 | % | 38.0 | % | 18.7 | % | 19.2 | % | -23.9 | % | 27.9 | % | 91.0 | % | 37.8 | % | 16.6 | % | 25.2 | % | ||||||||||||||||||||
| Genie Renewables | 8.9 | % | 11.4 | % | 29.1 | % | -29.0 | % | 44.9 | % | 39.4 | % | 34.0 | % | 21.5 | % | 8.8 | % | 37.1 | % | ||||||||||||||||||||
| Income (loss) from Operations | $ | 9.2 | $ | 2.7 | $ | 8.6 | $ | 1.3 | $ | (5.5 | ) | $ | 4.5 | $ | 23.3 | $ | 10.7 | $ | 21.9 | $ | 33.1 | |||||||||||||||||||
| Operating Margin | 8.9 | % | 3.6 | % | 9.0 | % | 1.6 | % | -5.1 | % | 5.9 | % | 24.5 | % | 12.7 | % | 6.1 | % | 9.1 | % | ||||||||||||||||||||
| Net income (loss) attributable to Discontinued Operations | $ | 0.0 | $ | (1.1 | ) | $ | (0.1 | ) | $ | 2.0 | $ | (1.1 | ) | $ | (3.2 | ) | $ | (16.4 | ) | $ | 24.7 | $ | 0.8 | $ | 4.0 | |||||||||||||||
| Net income (loss) attributable to GNE common stockholders | $ | 5.5 | $ | 1.6 | $ | 6.4 | $ | (1.7 | ) | $ | (2.4 | ) | $ | 5.0 | $ | (2.7 | ) | $ | 27.6 | $ | 11.7 | $ | 27.5 | |||||||||||||||||
| Diluted Earnings (Loss) Per Share | $ | 0.20 | $ | 0.06 | $ | 0.24 | $ | (0.06 | ) | $ | (0.09 | ) | $ | 0.19 | $ | (0.11 | ) | $ | 1.06 | $ | 0.44 | $ | 1.05 | |||||||||||||||||
| Adjusted EBITDA | $ | 10.3 | $ | 5.0 | $ | 9.6 | $ | 2.5 | $ | (4.4 | ) | $ | 5.5 | $ | 24.2 | $ | 12.5 | $ | 27.4 | $ | 37.7 | |||||||||||||||||||
| Retail Performance Metrics: | ||||||||||||||||||||||||||||||||||||||||
| Retail Customer Equivalents (RCE) in 1000s | 360 | 375 | 391 | 389 | 400 | 384 | 383 | 301 | nm | nm | ||||||||||||||||||||||||||||||
| Genie Retail - US (GRE) | 330 | 343 | 350 | 337 | 347 | 330 | 336 | 260 | nm | nm | ||||||||||||||||||||||||||||||
| Electricity | 272 | 288 | 294 | 284 | 291 | 272 | 276 | 189 | nm | nm | ||||||||||||||||||||||||||||||
| Natural Gas | 58 | 55 | 56 | 53 | 56 | 58 | 60 | 71 | nm | nm | ||||||||||||||||||||||||||||||
| Genie Retail - International (GREI) | 30 | 32 | 41 | 51 | 53 | 55 | 46 | 40 | nm | nm | ||||||||||||||||||||||||||||||
| Electricity | 30 | 32 | 41 | 51 | 53 | 55 | 46 | 40 | nm | nm | ||||||||||||||||||||||||||||||
| Natural Gas | --- | --- | --- | --- | --- | --- | --- | --- | nm | nm | ||||||||||||||||||||||||||||||
| Meters in 1000s units | 431 | 426 | 438 | 441 | 447 | 434 | 428 | 352 | nm | nm | ||||||||||||||||||||||||||||||
| Genie Retail - US (GRE)*** | 384 | 374 | 375 | 368 | 373 | 361 | 361 | 285 | nm | nm | ||||||||||||||||||||||||||||||
| Electricity | 313 | 311 | 309 | 303 | 308 | 292 | 289 | 210 | nm | nm | ||||||||||||||||||||||||||||||
| Natural Gas | 71 | 64 | 67 | 65 | 65 | 69 | 72 | 75 | nm | nm | ||||||||||||||||||||||||||||||
| Genie Retail - International (GREI) | 47 | 51 | 63 | 73 | 74 | 74 | 67 | 67 | nm | nm | ||||||||||||||||||||||||||||||
| Electricity | 47 | 51 | 63 | 73 | 74 | 74 | 67 | 67 | nm | nm | ||||||||||||||||||||||||||||||
| Natural Gas | --- | --- | --- | --- | --- | --- | --- | --- | nm | nm | ||||||||||||||||||||||||||||||
| GRE Average Monthly Churn - Meters*** | ||||||||||||||||||||||||||||||||||||||||
| Gross Sales | 69 | 40 | 44 | 59 | 60 | 35 | 46 | 33 | 212 | 144 | ||||||||||||||||||||||||||||||
| Churn | 4.3 | % | 3.9 | % | 3.7 | % | 5.3 | % | 4.9 | % | 3.8 | % | 4.0 | % | 6.2 | % | 4.4 | % | 4.5 | % | ||||||||||||||||||||
nm = not measurable/meaningful
| * | Numbers may not add due to rounding |
| ** | Orbit UK has been classified as a discontinued operation and its results excluded from current and historical results |
| *** | Excludes impact from the expiration of aggregation deals |
Earnings Announcement and Supplemental Information
Genie Energy will issue an earnings release over a wire service and post it in the “Investors” section of the Genie Energy website (https://genie.com/investors/investor-relations/) at 7:30 AM Eastern. The release also will be filed in a current report (Form 8-K) with the SEC.
At 8:30 AM Eastern, Genie Energy’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: 712004.
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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 PIN: 44740. The replay will remain available through March 17, 2022. A recording of the call also will be available for playback on the “Investors” section of the Genie Energy website.
About Genie Energy Ltd.
Genie Energy Ltd. (NYSE: GNE, GNEPRA), is a provider of energy services. 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 Retail Energy International division supplies customers in selected markets in Europe. Genie Renewables comprises Genie Solar Energy, a provider of end-to-end customized solar solutions primarily for commercial customers, Diversegy, a commercial energy consulting business, CityCom Solar, a provider of community solar energy solutions and Genie’s interest in Prism Solar, a supplier of solar panels and solutions. For more information, visit Genie.com.
In this press 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. While these forward-looking statements represent our current judgment of what may happen in the future, actual results may differ materially from the results expressed or implied by these statements 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 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
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GENIE ENERGY LTD.
CONSOLIDATED BALANCE SHEETS
| December 31 | ||||||||
| (in thousands, except per share amounts) | 2021 | 2020 | ||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 95,492 | $ | 31,902 | ||||
| Restricted cash—short-term | 6,657 | 6,271 | ||||||
| Marketable equity securities | 1,336 | 5,089 | ||||||
| Trade accounts receivable, net of allowance for doubtful accounts of $6,365 and $4,819 at December 31, 2021 and 2020, respectively | 52,357 | 48,370 | ||||||
| Inventory | 17,720 | 16,930 | ||||||
| Prepaid expenses | 4,994 | 4,453 | ||||||
| Other current assets | 21,789 | 3,166 | ||||||
| Other current assets of discontinued operations | — | 17,639 | ||||||
| TOTAL CURRENT ASSETS | 200,345 | 133,820 | ||||||
| Property and equipment, net | 297 | 247 | ||||||
| Goodwill | 11,755 | 11,879 | ||||||
| Other intangibles, net | 3,648 | 4,689 | ||||||
| Deferred income tax assets, net | 4,259 | 5,099 | ||||||
| Other assets | 9,161 | 7,480 | ||||||
| Noncurrent assets of discontinued operations | — | 24,125 | ||||||
| TOTAL ASSETS | $ | 229,465 | $ | 187,339 | ||||
| LIABILITIES AND EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Loans payable | $ | — | $ | 1,453 | ||||
| Trade accounts payable | 33,554 | 26,928 | ||||||
| Accrued expenses | 39,523 | 35,015 | ||||||
| Income taxes payable | 9,792 | 1,893 | ||||||
| Due to IDT Corporation | 532 | 257 | ||||||
| Other current liabilities | 2,125 | 2,891 | ||||||
| Current liabilities of discontinued operations | 30,766 | 29,036 | ||||||
| TOTAL CURRENT LIABILITIES | 116,292 | 97,473 | ||||||
| Other liabilities | 2,384 | 2,002 | ||||||
| Noncurrent liabilities of discontinued operations | — | 1,785 | ||||||
| TOTAL LIABILITIES | 118,676 | 101,260 | ||||||
| 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 2,322 shares issued and outstanding at December 31, 2021 and 2020 | 19,743 | 19,743 | ||||||
| Class A common stock, $0.01 par value; authorized shares – 35,000; 1,574 shares issued and outstanding at December 31, 2021 and 2020 | 16 | 16 | ||||||
| Class B common stock, $0.01 par value; authorized shares – 200,000; 26,620 and 25,966 shares issued and 24,615 and 24,646 shares outstanding at December 31, 2021 and 2020, respectively | 266 | 260 | ||||||
| Additional paid-in capital | 143,249 | 140,746 | ||||||
| Treasury stock, at cost, consisting of 2,005 and 1,320 shares of Class B common at December 31, 2021 and 2020, respectively | (14,034 | ) | (9,839 | ) | ||||
| Accumulated other comprehensive income | 3,160 | 3,827 | ||||||
| Accumulated deficit | (29,115 | ) | (56,658 | ) | ||||
| Total Genie Energy Ltd. stockholders’ equity | 123,285 | 98,095 | ||||||
| Noncontrolling interests | (12,496 | ) | (12,016 | ) | ||||
| TOTAL EQUITY | 110,789 | 86,079 | ||||||
| TOTAL LIABILITIES AND EQUITY | $ | 229,465 | $ | 187,339 | ||||
7
GENIE ENERGY LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
| Year ended December 31, | ||||||||
| (in thousands, except per share data) | 2021 | 2020 | ||||||
| REVENUES: | ||||||||
| Electricity | $ | 316,320 | $ | 297,516 | ||||
| Natural gas | 38,812 | 33,561 | ||||||
| Other | 8,593 | 25,853 | ||||||
| Total revenues | 363,725 | 356,930 | ||||||
| Cost of revenues | 258,864 | 261,877 | ||||||
| GROSS PROFIT | 104,861 | 95,053 | ||||||
| OPERATING EXPENSES AND LOSSES: | ||||||||
| Selling, general and administrative (i) | 71,770 | 71,784 | ||||||
| Impairment of assets | — | 1,397 | ||||||
| Income from operations | 33,091 | 21,872 | ||||||
| Interest income | 34 | 190 | ||||||
| Interest expense | (427 | ) | (328 | ) | ||||
| Unrealized (loss) gain on marketable equity securities and investments | (4,970 | ) | 348 | |||||
| Gain on sale of subsidiary | 4,226 | — | ||||||
| Other income, net | 707 | 351 | ||||||
| Income before income taxes | 32,661 | 22,433 | ||||||
| Provision for income taxes | (8,789 | ) | (7,631 | ) | ||||
| NET INCOME FROM CONTINUING OPERATIONS | 23,872 | 14,802 | ||||||
| Income from discontinued operations, net of tax | 3,970 | 752 | ||||||
| NET INCOME | 27,842 | 15,554 | ||||||
| Net loss (income) attributable to noncontrolling interests | 1,372 | (2,399 | ) | |||||
| NET INCOME ATTRIBUTABLE TO GENIE ENERGY LTD. | 29,214 | 13,155 | ||||||
| Dividends on preferred stock | (1,678 | ) | (1,481 | ) | ||||
| NET INCOME ATTRIBUTABLE TO GENIE ENERGY LTD. COMMON STOCKHOLDERS | $ | 27,536 | $ | 11,674 | ||||
| Amounts attributable to Genie Energy Ltd. common stockholders | ||||||||
| Income from continuing operations | $ | 23,566 | $ | 10,922 | ||||
| Income from discontinued operations | 3,970 | 752 | ||||||
| Net income attributable to Genie Energy Ltd. | $ | 27,536 | $ | 11,674 | ||||
| Earnings per share attributed to Genie Energy Ltd. common stockholders | ||||||||
| Basic | ||||||||
| Income from continuing operations | $ | 0.91 | $ | 0.42 | ||||
| Income from discontinued operations | 0.15 | 0.03 | ||||||
| Net income attributable to Genie Energy Ltd. common stockholders | $ | 1.06 | $ | 0.45 | ||||
| Diluted | ||||||||
| Income from continuing operations | $ | 0.90 | $ | 0.41 | ||||
| Income from discontinued operations | 0.15 | 0.03 | ||||||
| Net income attributable to Genie Energy Ltd. common stockholders | $ | 1.05 | $ | 0.44 | ||||
| Weighted-average number of shares used in the calculation of earnings per share | ||||||||
| Basic | 25,879 | 26,109 | ||||||
| Diluted | 26,316 | 26,813 | ||||||
| Dividends declared per common share | $ | — | $ | 0.33 | ||||
| (i) Stock-based compensation included in selling, general and administrative expenses | $ | 2,930 | $ | 1,134 | ||||
8
GENIE ENERGY LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Year ended December 31, | ||||||||
| (in thousands) | 2021 | 2020 | ||||||
| OPERATING ACTIVITIES | ||||||||
| Net income | $ | 27,842 | $ | 15,554 | ||||
| Net income from discontinued operations, net of tax | 3,970 | 752 | ||||||
| Net income from continuing operations | 23,872 | 14,802 | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 1,282 | 2,962 | ||||||
| Deferred income taxes | 840 | 7,055 | ||||||
| Provision for doubtful accounts receivable | 1,750 | 2,844 | ||||||
| Impairment of assets | — | 1,397 | ||||||
| Stock-based compensation | 2,930 | 1,134 | ||||||
| Equity in the net income of equity method investees | (438 | ) | (59 | ) | ||||
| Loss on sale of assets, net | — | 262 | ||||||
| Unrealized loss (gain) on marketable equity securities and investment | 4,970 | (348 | ) | |||||
| Gain on sale of subsidiary | (4,226 | ) | — | |||||
| Gain on deconsolidation of subsidiaries | — | (98 | ) | |||||
| Change in assets and liabilities, net of effect of acquisition: | ||||||||
| Trade accounts receivable | (7,473 | ) | (2,281 | ) | ||||
| Inventory | (790 | ) | (298 | ) | ||||
| Prepaid expenses | (932 | ) | 1,894 | |||||
| Other current assets and other assets | (20,358 | ) | (4,011 | ) | ||||
| Trade accounts payable, accrued expenses and other current liabilities | 11,713 | (405 | ) | |||||
| Due to IDT Corporation | 275 | (124 | ) | |||||
| Income taxes payable | 7,900 | 302 | ||||||
| Net cash provided by operating activities of continuing operations | 21,315 | 25,028 | ||||||
| Net cash provided by (used in) discontinued operations | 45,679 | (1,909 | ) | |||||
| Net cash provided by operating activities | 66,994 | 23,119 | ||||||
| INVESTING ACTIVITIES | ||||||||
| Capital expenditures | (126 | ) | (167 | ) | ||||
| Purchase of marketable equity security and investment | (1,000 | ) | (5,000 | ) | ||||
| Proceeds from the sale of subsidiary, net of cash disposed | 4,550 | — | ||||||
| Purchase of short-term equity investments | (750 | ) | — | |||||
| Repayment of notes receivables | 13 | 12 | ||||||
| Proceeds from sale of assets | — | 2,672 | ||||||
| Net cash provided by (used in) investing activities of continuing operations | 2,687 | (2,483 | ) | |||||
| Net cash used in investing activities of discontinued operations | — | (544 | ) | |||||
| Net cash provided by (used in) investing activities | 2,687 | (3,027 | ) | |||||
| FINANCING ACTIVITIES | ||||||||
| Dividends paid | (1,480 | ) | (10,142 | ) | ||||
| Purchases of Class B common stock | (3,847 | ) | (1,704 | ) | ||||
| Repurchases of Class B common stock from employees | (348 | ) | (460 | ) | ||||
| Repayment of notes payable | — | (867 | ) | |||||
| Proceeds from exercise of stock options | — | 28 | ||||||
| Proceeds from revolving line of credit | — | 1,000 | ||||||
| Repayment of revolving line of credit | — | (3,514 | ) | |||||
| Proceeds from loan | — | 1,395 | ||||||
| Repayment of loan payable | — | (930 | ) | |||||
| Net cash used in financing activities of continuing operations | (5,675 | ) | (15,194 | ) | ||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (30 | ) | (268 | ) | ||||
| Net increase in cash, cash equivalents and restricted cash | 63,976 | 4,630 | ||||||
| Cash, cash equivalents and restricted cash (including discontinued operations) at beginning of year | 38,173 | 38,554 | ||||||
| Cash, cash equivalents and restricted cash (including discontinued operations) at end of year | 102,149 | 43,184 | ||||||
| Less: Cash of discontinued operations at end of year | — | (5,011 | ) | |||||
| Cash and cash equivalents and restricted cash (excluding discontinued operations) at end of year | $ | 102,149 | $ | 38,173 | ||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
| Cash payments made for interest | $ | 433 | $ | 333 | ||||
| Cash payments made for income taxes | $ | 49 | $ | 741 | ||||
9
Reconciliation of Non-GAAP Financial Measures for the Fourth Quarter and Full Year 2021
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 for the fourth quarter and full year 2021, as well as for the third quarter 2020, Adjusted EBITDA on a consolidated basis and for its Genie Retail Energy segment. 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 Energy’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 Energy’s measure of segment level Adjusted EBITDA starts with income (loss) from operations, and adds back depreciation, amortization, 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 Energy’s measurement of Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.
Management believes that Genie Energy’s measure of Adjusted EBITDA provides useful information to both management and investors by excluding certain expenses that may not be indicative of Genie Energy’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 Energy’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, income (loss) from operations and net income (loss), on a consolidated level to facilitate internal and external comparisons to Genie Energy’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 Energy’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 Energy’s calculation of Adjusted EBITDA because management believes this allows investors to make more meaningful comparisons of the operating results of Genie Energy’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 Energy’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 the Genie Retail Energy (GRE) segment.
NON-GAAP RECONCILIATION
| (in $M) | Q120 | Q220 | Q320 | Q420 | Q121 | Q221 | Q321 | Q421 | 2021 | 2020 | ||||||||||||||||||||||||||||||
| Net income (loss) attributable to Genie Energy Limited | $ | 5.8 | $ | 2.0 | $ | 6.7 | $ | (1.4 | ) | $ | (2.0 | ) | $ | 5.4 | $ | (2.3 | ) | $ | 28.2 | $ | 29.2 | $ | 13.2 | |||||||||||||||||
| Net income (loss) attributable to non-controlling interests | 0.6 | (1.1 | ) | (0.5 | ) | 3.4 | (0.7 | ) | (0.1 | ) | (0.0 | ) | (0.6 | ) | (1.4 | ) | 2.4 | |||||||||||||||||||||||
| Net income (loss) | 6.4 | 0.9 | 6.2 | 2.1 | (2.7 | ) | 5.3 | (2.3 | ) | 27.6 | 27.8 | 15.6 | ||||||||||||||||||||||||||||
| Discontinued operations | (0.0 | ) | 1.1 | 0.1 | (2.0 | ) | 1.1 | 3.2 | 16.4 | (24.7 | ) | (4.0 | ) | (0.8 | ) | |||||||||||||||||||||||||
| Provision for income taxes | 2.6 | 1.0 | 2.4 | 1.6 | 0.5 | 3.2 | 3.8 | 1.3 | 8.8 | 7.6 | ||||||||||||||||||||||||||||||
| Other income, net | 0.2 | (0.3 | ) | (0.1 | ) | (0.2 | ) | (0.4 | ) | (0.0 | ) | (0.0 | ) | (0.2 | ) | (0.7 | ) | (0.4 | ) | |||||||||||||||||||||
| Gain on sale of a subsidiary | - | - | - | - | - | (4.2 | ) | - | - | (4.2 | ) | - | ||||||||||||||||||||||||||||
| Unrealized gain (loss) on marketable equity securities and investments | - | - | - | (0.3 | ) | (4.1 | ) | (2.9 | ) | 5.3 | 6.7 | 5.0 | (0.3 | ) | ||||||||||||||||||||||||||
| Interest income | (0.1 | ) | (0.0 | ) | (0.0 | ) | (0.0 | ) | (0.0 | ) | (0.0 | ) | (0.0 | ) | (0.0 | ) | (0.0 | ) | (0.2 | ) | ||||||||||||||||||||
| Interest expense | 0.1 | 0.1 | 0.0 | 0.1 | 0.1 | 0.1 | 0.1 | 0.1 | 0.4 | 0.3 | ||||||||||||||||||||||||||||||
| Income (loss) from operations | 9.2 | 2.7 | 8.6 | 1.3 | (5.5 | ) | 4.5 | 23.3 | 10.7 | 33.1 | 21.9 | |||||||||||||||||||||||||||||
| Add: | ||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | 0.5 | 0.4 | 0.4 | (0.2 | ) | 0.6 | 0.6 | 0.5 | 1.3 | 2.9 | 1.1 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 0.8 | 0.7 | 0.7 | 0.7 | 0.4 | 0.3 | 0.3 | 0.3 | 1.3 | 3.0 | ||||||||||||||||||||||||||||||
| Impairment | 0.2 | 0.8 | - | 0.4 | - | - | (0.0 | ) | 0.0 | - | 1.4 | |||||||||||||||||||||||||||||
| Subtract: | ||||||||||||||||||||||||||||||||||||||||
| Equity in the net income of equity method investees | 0.4 | (0.3 | ) | 0.1 | (0.3 | ) | (0.1 | ) | (0.1 | ) | (0.1 | ) | (0.2 | ) | (0.4 | ) | (0.1 | ) | ||||||||||||||||||||||
| Adjusted EBITDA | $ | 10.3 | $ | 5.0 | $ | 9.6 | $ | 2.5 | $ | (4.4 | ) | $ | 5.5 | $ | 24.2 | $ | 12.5 | $ | 37.7 | $ | 27.4 | |||||||||||||||||||
# # #
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