Genie Energy Ltd. Files 2023 Annual Report (10-K)
Ticker: GNE · Form: 10-K · Filed: Mar 14, 2024 · CIK: 1528356
Sentiment: neutral
Topics: Genie Energy, 10-K, Stock Sale, Dividend, EBITDA
TL;DR
<b>Genie Energy Ltd. filed its 2023 10-K, detailing stock sales, dividend calculations, and operational segments.</b>
AI Summary
Genie Energy Ltd. (GNE) filed a Annual Report (10-K) with the SEC on March 14, 2024. Genie Energy Ltd. sold 1,152,074 shares of Class B common stock and warrants to purchase an additional 1,048,218 shares to Chairman Howard S. Jonas for $5.0 million each. The company also sold 230,415 treasury shares of Class B common stock and warrants to purchase an additional 209,644 shares to a third-party investor for $1.0 million each. An 'Additional Dividend' is defined as 7.5% of the quotient of (EBITDA exceeding $32 million) divided by 8,750,000. The filing covers the fiscal year ending December 31, 2023. Key dates include November 3, 2023, for maximum and minimum members, and February 28, 2024, for common stock classes.
Why It Matters
For investors and stakeholders tracking Genie Energy Ltd., this filing contains several important signals. The transactions involving Chairman Jonas and a third-party investor suggest potential capital raising or strategic realignments within the company. The specific definition of the 'Additional Dividend' provides insight into the company's performance-based compensation or distribution structure.
Risk Assessment
Risk Level: medium — Genie Energy Ltd. shows moderate risk based on this filing. The company's financial performance is tied to EBITDA exceeding $32 million for an additional dividend, indicating a sensitivity to operational profitability.
Analyst Insight
Investors should monitor Genie Energy's EBITDA performance relative to the $32 million threshold to assess potential dividend payouts.
Key Numbers
- 2023-12-31 — Fiscal Year End (Reporting period)
- 7.5% — Additional Dividend Rate (Percentage of EBITDA quotient)
- $32 million — EBITDA Threshold (For Additional Dividend calculation)
- 8,750,000 — Dividend Calculation Divisor (For Additional Dividend calculation)
- 1,152,074 — Shares Sold to Jonas (Class B common stock)
- 1,048,218 — Warrants Sold to Jonas (Class B common stock)
- $4.34 — Share Sale Price (Per share for Jonas and third-party)
- $4.77 — Warrant Exercise Price (Per share for Jonas and third-party)
Key Players & Entities
- Genie Energy Ltd. (company) — Filer
- Howard S. Jonas (person) — Chairman of the Board and principal owner
- Class B common stock (company) — Shares sold
- $5.0 million (dollar_amount) — Aggregate sales price for shares and warrants to Howard S. Jonas
- $1.0 million (dollar_amount) — Aggregate sales price for shares and warrants to a third-party investor
- Diversegy (company) — Segment/subsidiary
- Lumo Sweden (company) — Segment/subsidiary
- Genie Solar Energy (company) — Segment/subsidiary
FAQ
When did Genie Energy Ltd. file this 10-K?
Genie Energy Ltd. filed this Annual Report (10-K) with the SEC on March 14, 2024.
What is a 10-K filing?
A 10-K is a comprehensive annual financial report required by the SEC, covering audited financials, business operations, risk factors, and management discussion. This particular 10-K was filed by Genie Energy Ltd. (GNE).
Where can I read the original 10-K filing from Genie Energy Ltd.?
You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Genie Energy Ltd..
What are the key takeaways from Genie Energy Ltd.'s 10-K?
Genie Energy Ltd. filed this 10-K on March 14, 2024. Key takeaways: Genie Energy Ltd. sold 1,152,074 shares of Class B common stock and warrants to purchase an additional 1,048,218 shares to Chairman Howard S. Jonas for $5.0 million each.. The company also sold 230,415 treasury shares of Class B common stock and warrants to purchase an additional 209,644 shares to a third-party investor for $1.0 million each.. An 'Additional Dividend' is defined as 7.5% of the quotient of (EBITDA exceeding $32 million) divided by 8,750,000..
Is Genie Energy Ltd. a risky investment based on this filing?
Based on this 10-K, Genie Energy Ltd. presents a moderate-risk profile. The company's financial performance is tied to EBITDA exceeding $32 million for an additional dividend, indicating a sensitivity to operational profitability.
What should investors do after reading Genie Energy Ltd.'s 10-K?
Investors should monitor Genie Energy's EBITDA performance relative to the $32 million threshold to assess potential dividend payouts. The overall sentiment from this filing is neutral.
Risk Factors
- EBITDA Performance [medium — financial]: The company's retail energy provider business EBITDA must exceed $32 million for an 'Additional Dividend' to be calculated, indicating a reliance on profitability for potential distributions.
Key Dates
- 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K filing.
Filing Stats: 4,735 words · 19 min read · ~16 pages · Grade level 11.7 · Accepted 2024-03-14 15:18:28
Key Financial Figures
- $0.1 — tered Class B common stock, par value $0.1 per share GNE New York Stock Exchan
- $1.0 million — g, in the second quarter of 2022, up to $1.0 million per quarter of our Preferred Stock at t
- $8.50 — Stock at the liquidation preference of $8.50 per share. In 2023 and 2022, we redeeme
- $0.9 m — ber 31, 2023 on our Preferred Stock was $0.9 million, as follows: On February 15, 20
- $0.5301 — per share plus Additional Dividends of $0.5301 per share on the outstanding shares of
Filing Documents
- gne-20231231.htm (10-K) — 3511KB
- ex42_1.htm (EX-4.2) — 23KB
- ex2101_2.htm (EX-21.01) — 38KB
- ex2301_3.htm (EX-23.01) — 7KB
- ex3101_4.htm (EX-31.01) — 20KB
- ex3102_5.htm (EX-31.02) — 21KB
- ex3201_6.htm (EX-32.01) — 10KB
- ex3202_7.htm (EX-32.02) — 10KB
- ex97_8.htm (EX-97) — 31KB
- imgfe8c6dd0ef434f05b5d0.jpg (GRAPHIC) — 100KB
- 0001213900-24-022573.txt ( ) — 19877KB
- gne-20231231_def.xml (EX-101.DEF) — 1109KB
- gne-20231231_pre.xml (EX-101.PRE) — 1388KB
- gne-20231231_cal.xml (EX-101.CAL) — 203KB
- gne-20231231_lab.xml (EX-101.LAB) — 2438KB
- gne-20231231.xsd (EX-101.SCH) — 164KB
- gne-20231231_htm.xml (XML) — 3137KB
Business
Item 1. Business. 1
Risk Factors
Item 1A. Risk Factors. 14
Unresolved Staff Comments
Item 1B. Unresolved Staff Comments. 22
Cybersecurity
Item 1C. Cybersecurity. 22
Properties
Item 2. Properties. 23
Legal Proceedings
Item 3. Legal Proceedings. 23
Mine Safety Disclosures
Item 4. Mine Safety Disclosures. 23 Part II 24
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 24
Selected Financial Data
Item 6. Selected Financial Data. 25
Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. 25
Quantitative and Qualitative Disclosures about Market Risks
Item 7A. Quantitative and Qualitative Disclosures about Market Risks. 40
Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data. 40
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 40
Controls and Procedures
Item 9A. Controls and Procedures. 40
Other Information
Item 9B. Other Information. 41
Disclosure Regarding Foreign Jurisdictions that Prevent Inspection
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection. 41 Part III 42
Directors, Executive Officers and Corporate Governance
Item 10. Directors, Executive Officers and Corporate Governance. 42
Executive Compensation
Item 11. Executive Compensation. 42
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 42
Certain Relationships and Related Transactions, and Director Independence
Item 13. Certain Relationships and Related Transactions, and Director Independence. 42
Principal Accounting Fees and Services
Item 14. Principal Accounting Fees and Services. 42 Part IV 43
Exhibits, Financial Statement Schedules
Item 15. Exhibits, Financial Statement Schedules. 43
Form 10-K Summary
Item 16. Form 10-K Summary 44
Signatures
Signatures 45 i Part I As used in this Annual Report, unless the context otherwise requires, the terms "the Company," "Genie," "we," "us," and "our" refer to Genie Energy Ltd., a Delaware corporation, and its subsidiaries, collectively.
. Business
Item 1 . Business. BUSINESS O VE RVIEW Genie Energy Ltd. is end-to-end provider of energy services. We manage our business and report results through two reporting segments. Genie Retail Energy ( " GRE " ) supplies electricity and natural gas to residential and small business customers through retail energy providers ("REPs") operating in certain deregulated markets within the United States; and Genie Renewables includes the following three lines of businesses: Genie Solar is an integrated solar energy company that develops, constructs and operates solar energy projects for commercial and industrial ("C&I") customers as well as its own portfolio; Diversegy LLC ( " Diversegy " ) provides energy brokerage and advisory services to C&I customers. The Company through its wholly-own ed subsidiary, Genie Energy International Corporation ( " GEIC " ), owns 100 % of Genie Retail Energy, Inc. and 95.5 % of Genie Energy Services, LLC ( " GES " ). GES holds our interest in the entities comprising the Genie Renewables segment. In March 2021, the Company renamed the GES segment to Genie Renewables. In the third quarter of 2022 , the Company ceased to operate a former segment, GRE International ( " GREI " ). Certain GREI's assets and liabilities and operations were classified as discontinued operations and the segment's remaining assets and liabilities were combined with corporate. GRE owns and operates REPs, including IDT Energy, Inc. ( " IDT Energy " ), Residents Energy, LLC ( " Residents Energy " ), Town Square Energy, LLC and Town Square Energy East, LLC (collectively, " TSE " ), Southern Federal Power ( " SFP " ) and Mirabito Natural Gas, ("Mirabito"). GRE's REP businesses resell electricity and natural gas to residential and small business and small commercial customers. The majority of GRE's REPs' customers are located in the Eastern and Midwestern United States and Texas. Mira
BUSINESS
BUSINESS Genie Retail Energy Overview GRE is comprised of REPs and related businesses. GRE's REP businesses acquire residential and business electricity and natural gas customers in deregulated markets in the United States. GRE purchases electricity and natural gas on the wholesale markets and resells these commodities to GRE's REPs' customers. The positive difference between the net sales price of electricity and natural gas sold to its customers and the cost of their electricity and natural gas supplies and related costs are the REP businesses' gross profits. GRE's REP businesses operate in certain utility territories within the deregulated retail energy markets of eighteen states in the United States: Connecticut, Delaware, Florida, Georgia, Illinois, Indiana, Maine, Maryland, Massachusetts, Michigan, New Hampshire, New Jersey, New York, Ohio, Pennsylvania, Rhode Island and Texas, as well as in Washington, D.C. As part of our ongoing business development efforts, we routinely evaluate opportunities in other deregulated jurisdictions to accelerate the growth of our customer base and to reduce operational and regulatory risks associated with geographical concentration. GRE's REP businesses operate under several brand names including IDT Energy, Residents Energy, Town Square Energy, Southern Federal Power and Mirabito. GRE's diverse offerings, in both the electricity and natural gas markets included variable rate or fixed rate offerings or both. Throughout many of their markets, GRE's REPs offer green electricity and green natural gas. Green electricity supply is matched with renewable energy certificates, or RECs that reflect the generation of electricity from renewable sources. Green natural gas supply is matched with carbon offsets certificates generated mostly from greenhouse emission reduction projects. Historically, GRE has expanded its REP businesses through organic growth of its REPs – adding new customers through customer acquisition programs at