Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 6, 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

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

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 November 6, 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 ended September 30, 2023. 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 November 6, 2023, reporting the results of operations for the quarter ended September 30, 2023.
104		Cover Pager Interactive Data File, formatted in Inline XBRL document.

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: November 6, 2023

EXHIBIT INDEX

Exhibit Number		Document
99.1		Press Release, dated November 6, 2023, reporting the results of operations for the quarter ended September 30, 2023.
104		Cover Pager Interactive Data File, formatted in Inline XBRL document.

Exhibit 99.1

Graphics

Genie Energy Announces Third Quarter 2023 Results

Revenue increased 54% year-over-year to a quarterly record $125 million

Increased 2023 Adjusted EBITDA¹ guidance to $52 million to $57 million (versus prior guidance of $47 million to $55 million)

Year-over-year RCE and meter growth of 49% and 42% respectively

Newark, NJ – November 6, 2023: Genie Energy, Ltd. (NYSE: GNE), a leading retail energy and renewable energy solutions provider, today announced results for the third quarter ended September 30, 2023.

Michael Stein, chief executive officer of Genie Energy, commented:

"Our third quarter results were highlighted by record quarterly revenue and the strong bottom-line performance of our domestic energy supply business. In the year-ago quarter, in light of that period's unprecedented market volatility, we adjusted our commodity management strategy, curtailed customer acquisitions, and exited our European business to maximize profit and cash flow. This year's third-quarter results reflect the underlying strength of our domestic retail business under normalized market conditions and our successful efforts this year to add new retail customers with favorable economics.

"On a consolidated basis, our robust bottom-line results in the third quarter drove a 24% increase in cash flow from operations which further fortified our balance sheet. We closed the quarter with cash, restricted cash and marketable equity securities of $143.8 million.

"As a result of our strong performance year to date and overall 2023 outlook, we are increasing our previous consolidated 2023 Adjusted EBITDA guidance range of $47 to $55 million to $52 to $57 million. This range increase reflects our strong third quarter and continued optimism about the business as we head into winter.

"Genie Renewables continues to expand its solar project development pipeline as we execute on our growth strategy - evaluating additional candidates for our solar project pipeline while advancing the current portfolio through the development cycle. At September 30th, our pipeline comprised 17 projects aggregating 114MW, including two projects under construction totaling 10MW."

Third Quarter 2023 Highlights

(Versus 3Q22 unless otherwise noted. Excludes discontinued operations of Genie Retail Energy International (GREI) for all periods unless otherwise noted.)

●

Revenue increased 53.8% to $125.0 million from $81.3 million;

●

Gross profit decreased 4.8% to $41.1 million and gross margin decreased to 32.9% from 53.1%;

●

Income from operations decreased 24.0% to $17.9 million and

●

Adjusted EBITDA¹ decreased 24.3% to $18.5 million;

●

Net income from continuing operations attributable to Genie common stockholders decreased to $14.8 million from $22.3 million and diluted income per share EPS from continuing operations decreased to $0.54 from $0.85;

●

Net income attributable to Genie common stockholders decreased to $14.5 million from $18.3 million and diluted EPS decreased to $0.53 from $0.70;

	●	Net income and EPS attributable to Genie common stockholders included a loss from discontinued operations of $0.3 million, or $0.01, compared to a loss of $3.9 million or $0.15;
	●	Cash, restricted cash and marketable equity securities increased to $143.8 million at September 30, 2023, from $115.1 million at June 30, 2023;
	●	Genie Energy will pay a $0.075 per share quarterly dividend to Class A and Class B common stockholders on or about November 21, 2023, with a record date of November 13, 2023;
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 Measure 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*

	Three Months Ended September 30,
(in $M except for EPS)**	3Q23			3Q22			Change
Total Revenue	$	125.0		$	81.3			53.8	%
Genie Retail Energy	$	120.3		$	79.9			50.5	%
Genie Renewables	$	4.7		$	1.4			246.2	%
Gross Margin		32.9	%		53.1	%		(2,020)	bps
Genie Retail Energy		33.9	%		54.1	%		(2,020)	bps
Genie Renewables		5.3	%		(6.3)	%		1,160	bps
Income from Operations	$	17.9		$	23.5			(24.0)	%
Operating Margin		14.3	%		29.0	%		(1,470)	bps
Net Income from Continuing Operations	$	14.5		$	17.4			(16.8)	%
Net Loss Attributable to Discontinued Operations	$	(0.3)		$	(1.5)			(79.1)	%
Net Income Attributable to Genie Energy Ltd. Common Stockholders	$	14.5		$	18.3			(21.0)	%
Diluted Earnings Per Share	$	0.53		$	0.70			(24.3)	%
Adjusted EBITDA¹	$	18.5		$	24.5			(24.3)	%
Cash Flow from Continuing Operating Activities	$	28.0		$	22.5			24.4	%

GREI operations were classified as a discontinued operation in 2022 and its results are excluded from current and historical results

Numbers may not add due to rounding

Segment Highlights

Genie Retail Energy (GRE)

GRE revenue increased 50.5% to $120.3 million from $79.9 million driven by strong customer acquisitions during the first half of 2023. Income from operations decreased 19.7% to $22.0 million, and Adjusted EBITDA decreased 19.5% to $22.3 million, reflecting GRE's elevated gross margins in the year-ago quarter.

Meters and RCEs served increased year-over-year by 114,000 and 124,000 to 385,000 and 375,000, respectively, as of September 30, 2023. Average monthly churn decreased to 4.4% in 3Q23 from 4.7% in 3Q22 and increased from 4.3% in 2Q23.

Genie Retail Energy (GRE) Select Performance Metrics

RCEs and Meters in 1000s*	3Q23			3Q22			Change
Total RCEs		375			251			49	%
Electricity		298			174			71.3	%
Natural Gas		77			77			(0.1)	%
Total Meters		385			271			42.2	%
Electricity		304			193			57.2	%
Natural Gas		81			77			4.9	%
Gross Adds		60			33			81.3	%
Churn		4.4	%		4.7	%		(30)	bps

Numbers may not add due to rounding

Genie Renewables (GREW)

GREW increased third quarter revenue year-over-year, driven by growth at Genie Solar, Diversegy, and CityCom Solar. A reduction in the value of solar panels held in inventory at Genie Solar due to delayed in-project timelines impacted GREW's results.

Genie Solar continued to advance its project development pipeline during the third quarter. At September 30, Genie Solar's pipeline comprised 17 potential projects totaling 114MW in development.

Pipeline	Total	Site Control	Permitting	Construction
MW	114	97	6	10
Project Count	17	14	1	2

Balance Sheet and Cash Flow Highlights

As of September 30, 2023, Genie Energy reported cash, restricted cash and marketable equity securities of $143.8 million, an increase from $115.1 million at June 30, 2023.

Total assets as of September 30, 2023 were $315.7 million. Liabilities totaled $108.3 million, and working capital (current assets less current liabilities) totaled $164.5 million. Non-current liabilities were $2.5 million.

Net cash provided by operating activities was $28.0 million compared to $22.5 million a year ago.

Trended Financial Information:*

(in $M except for EPS, RCEs and Meters)^**	1Q22			2Q22			3Q22			4Q22			1Q23			2Q23			3Q23			2021			2022				TTM
Total Revenue	$	85.9		$	66.9		$	81.3		$	81.4		$	105.3		$	93.5		$	125.0		$	323.3		$	315.5		$	405.2
Genie Retail Energy	$	83.9		$	63.2		$	79.9		$	77.0		$	101.4		$	89.7		$	120.3		$	311.8		$	304.0		$	388.5
Electricity	$	59.4		$	53.1		$	73.8		$	55.6		$	74.5		$	80.2		$	114.0		$	273.0		$	241.8		$	324.3
Natural Gas	$	24.5		$	10.1		$	6.2		$	21.4		$	26.9		$	9.0		$	5.0		$	38.8		$	62.1		$	62.3
Others	$	0.0		$	0.0		$	0.0		$	0.0		$	0.0		$	0.6		$	1.3		$	0.0		$	0.0		$	1.9
Genie Renewables	$	2.0		$	3.8		$	1.4		$	4.4		$	3.9		$	3.7		$	4.7		$	7.5		$	11.6		$	16.7
Gross Margin		54.8	%		44.5	%		53.1	%		42.7	%		31.6	%		40.9	%		32.9	%		28.3	%		49.1	%		36.4	%
Genie Retail Energy		55.5	%		45.9	%		54.1	%		44.4	%		32.1	%		41.8	%		33.9	%		29.1	%		50.3	%		37.3	%
Genie Renewables		25.7	%		21.6	%		-6.3	%		12.4	%		19.3	%		19.6	%		5.3	%		37.1	%		15.6	%		95.6	%
Income from Operations	$	27.0		$	11.8		$	23.5		$	15.5		$	11.3		$	15.0		$	17.9		$	24.1		$	77.7		$	59.7
Operating Margin		31.4	%		17.6	%		29.0	%		19.0	%		10.7	%		16.1	%		14.3	%		7.5	%		24.6	%		14.7	%
Net (Loss) Income Attributable to Discontinued Operations	$	(1.9)		$	29.3		$	(1.5)		$	4.5		$	3.1		$	3.2		$	(0.3)		$	11.7		$	30.4		$	10.4
Net Income Attributable to Genie Energy Ltd. Common Stockholders	$	17.5		$	33.9		$	18.3		$	16.2		$	14.3		$	15.0		$	14.5		$	27.5		$	27.5		$	59.9
Diluted Earnings Per Share	$	0.67		$	1.30		$	0.70		$	0.59		$	0.54		$	0.57		$	0.53		$	1.05		$	3.26		$	2.2
Adjusted EBITDA	$	28.0		$	12.2		$	24.5		$	18.5		$	12.4		$	15.8		$	18.5		$	27.8		$	83.2		$	65.2
Genie Retail Energy Performance Metrics
RCEs		260			263			251			262			352			380			375			260			262			375
Electricity		182			185			174			181			276			304			298			189			181			298
Natural Gas		78			77			77			81			77			76			77			71			81			77
Meters		286			280			271			275			349			381			385			285			276			385
Electricity		209			203			193			196			271			302			304			210			197			304
Natural Gas		77			77			77			79			78			80			81			75			79			81
Gross Adds		44			34			33			47			129			75			60			177			159			311
Churn***		4.5	%		4.4	%		4.7	%		5.5	%		4.4	%		4.3	%		4.4	%		4.5	%		4.8	%		4.6	%

GREI operations have been classified as a discontinued operation and its results excluded from current and historical results

Numbers may not add due to rounding

***

Excludes expiration of low margin aggregation deals

Earnings Announcement and Supplemental Information

At 8:30 AM Eastern this morning, 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 US) or 1-973-528-0011 (international) and provide the following participant access code: 383695.

Approximately three hours after the call, a call replay will be accessible by dialing 1-877-481-4010 (toll-free from the US) or 1-919-882-2331 (international) and providing the replay passcode: 49300. The replay will remain available through Monday, November 20, 2023. In addition, a recording of the call will be available for playback on the “Investors” section of the Genie Energy website.

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 commercial, community, and utility-scale solar energy 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

GENIE ENERGY LTD.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

	September 30, 2023			December 31, 2022
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	139,829		$	98,571
Restricted cash—short-term		3,574			6,007
Marketable equity securities		411			490
Trade accounts receivable, net of allowance for doubtful accounts of $6,365 and $4,826 at September 30, 2023 and December 31, 2022, respectively		60,682			55,134
Inventory		15,306			15,714
Prepaid expenses		11,891			6,822
Other current assets		4,625			6,207
Current assets of discontinued operations		33,923			38,688
Total current assets		270,241			227,633
Property and equipment, net		6,112			891
Goodwill		9,998			9,998
Other intangibles, net		2,834			3,133
Deferred income tax assets, net		5,799			5,799
Other assets		13,150			13,856
Noncurrent assets of discontinued operations		7,553			16,305
Total assets	$	315,687		$	277,615
Liabilities and equity
Current liabilities:
Trade accounts payable		24,857			25,313
Accrued expenses		45,444			35,659
Income taxes payable		16,010			22,576
Due to IDT Corporation, net		120			165
Other current liabilities		8,624			4,549
Current liabilities of discontinued operations		10,736			10,936
Total current liabilities		105,791			99,198
Other liabilities		1,859			4,087
Noncurrent liabilities of discontinued operations		668			686
Total liabilities		108,318			103,971
Commitments and contingencies		—			—
Equity:
Genie Energy Ltd. stockholders’ equity:
Preferred stock, $0.01 par value; authorized shares - 10,000:
Series 2012-A, Preferred Stock (liquidation preference, $8.50 per share), designated shares - 8,750; 0 and 983 shares issued and outstanding at September 30, 2023 and December 31, 2022		—			8,359
Class A common stock, $0.01 par value; authorized shares - 35,000; 1,574 shares issued and outstanding at September 30, 2023 and December 31, 2022		16			16
Class B common stock, $0.01 par value; authorized shares - 200,000; 28,764 and 27,126 shares issued and 25,820 and 24,421 shares outstanding at September 30, 2023 and December 31, 2022, respectively		288			271
Additional paid-in capital		154,948			146,546
Treasury stock, at cost, consisting of 2,944 and 2,705 shares of Class B common stock at September 30, 2023 and December 31, 2022		(22,469	)		(19,010	)
Accumulated other comprehensive income		1,413			1,926
Retained earnings		86,759			49,010
Total Genie Energy Ltd. stockholders’ equity		220,955			187,118
Noncontrolling interests		(13,586	)		(13,474	)
Total equity		207,369			173,644
Total liabilities and equity	$	315,687		$	277,615

GENIE ENERGY LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
	(in thousands, except per share data)
Revenues:
Electricity	$	114,002		$	73,764		$	268,688		$	186,207
Natural gas		4,990			6,153			40,890			40,754
Other		6,057			1,368			14,209			7,189
Total revenues		125,049			81,285			323,787			234,150
Cost of revenues		83,967			38,142			211,211			114,082
Gross profit		41,082			43,143			112,576			120,068
Operating expenses:
Selling, general and administrative		23,196			19,605			68,380			57,796
Income from operations		17,886			23,538			44,196			62,272
Interest income		1,331			194			3,313			259
Interest expense		(27	)		(33	)		(75	)		(135	)
Gain (loss) on marketable equity securities and investments		334			57			385			(742	)
Other (loss) income, net		(4	)		156			3,137			(712	)
Income before income taxes		19,520			23,912			50,956			60,942
Provision for income taxes		(5,018	)		(6,482	)		(12,951	)		(16,791	)
Net income from continuing operations		14,502			17,430			38,005			44,151
(Loss) income from discontinued operations, net of taxes		(304	)		(1,459	)		5,923			25,929
Net income		14,198			15,971			43,928			70,080
Net income attributable to noncontrolling interests, net		(261	)		(2,797	)		(118	)		(1,056	)
Net income attributable to Genie Energy Ltd.		14,459			18,768			44,046			71,136
Dividends on preferred stock		—			(454	)		(333	)		(1,448	)
Net income attributable to Genie Energy Ltd. common stockholders	$	14,459		$	18,314		$	43,713		$	69,688

Amounts attributable to Genie Energy Ltd. common stockholders
Continuing operations	$	14,763		$	22,259		$	37,789		$	48,368
Discontinued operations		(304	)		(3,945	)		5,924			21,320
Net income attributable to Genie Energy Ltd. common stockholders	$	14,459		$	18,314		$	43,713		$	69,688

Earnings (loss) per share attributable to Genie Energy Ltd. common stockholders:
Basic:
Continuing operations	$	0.55		$	0.88		$	1.48		$	1.89
Discontinued operations		(0.01	)		(0.15	)		0.23			0.83
Earnings per share attributable to Genie Energy Ltd. common stockholders	$	0.54		$	0.73		$	1.71		$	2.72
Diluted
Continuing operations	$	0.54		$	0.85		$	1.45		$	1.84
Discontinued operations		(0.01	)		(0.15	)		0.23			0.81
Earnings per share attributable to Genie Energy Ltd. common stockholders	$	0.53		$	0.70		$	1.68		$	2.65

Weighted-average number of shares used in calculation of earnings per share:
Basic		26,615			25,233			25,541			25,623
Diluted		27,362			26,205			26,056			26,261

Dividends declared per common share	$	0.075		$	0.075		$	0.225		$	0.225
(i) Stock-based compensation included in selling, general and administrative expenses	$	649		$	713		$	2,254		$	2,232

GENIE ENERGY LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Nine Months Ended September 30,
	2023			2022
	(in thousands)
Operating activities
Net income	$	43,928		$	70,080
Net income from discontinued operations, net of tax		5,923			25,929
Net income from continuing operations		38,005			44,151
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		286			288
Provision for doubtful accounts receivable		1,722			2,116
Inventory valuation allowance		829			—
Unrealized (gain) loss on marketable equity securities and investment and others		(386	)		833
Stock-based compensation		2,254			2,232
Change in assets and liabilities:
Trade accounts receivable		(7,271	)		(4,331	)
Inventory		(6,114	)		(797	)
Prepaid expenses		(3,753	)		(3,641	)
Other current assets and other assets		2,637			(6,084	)
Trade accounts payable, accrued expenses and other liabilities		10,963			2,570
Due to IDT Corporation, net		(45	)		(398	)
Income taxes payable		(6,566	)		8,009
Net cash provided by operating activities of continuing operations		32,561			44,948
Net cash provided by operating activities of discontinued operations		19,461			8,150
Net cash provided by operating activities		52,022			53,098
Investing activities
Capital expenditures		(878	)		(1,058	)
Proceeds from the sale of marketable equity securities and other investments		10,023			—
Purchase of marketable equity securities and other investments		(9,913	)		(1,300	)
Investment in notes receivables with related party		—			(1,505	)
Repayment of notes receivable		19			19
Net cash used in investing activities of continuing operations		(749	)		(3,844	)
Net cash provided by (used in) investing activities of discontinued operations		2,578			(43,941	)
Net cash provided by (used in) investing activities		1,829			(47,785	)
Financing activities
Dividends paid		(6,818	)		(6,894	)
Repurchases of Class B common stock from employees		(2,338	)		(409	)
Proceeds from the exercise of warrants		5,000			—
Repurchase of Class B common stock		—			(4,414	)
Redemption of preferred stock		(8,359	)		(3,000	)
Net cash used in financing activities		(12,515	)		(14,717	)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		61			(15	)
Net increase (decrease) in cash, cash equivalents, and restricted cash		41,397			(9,419	)
Cash, cash equivalents, and restricted cash (including cash held at discontinued operations) at beginning of period		106,080			102,149
Cash, cash equivalents and restricted cash (including cash held at discontinued operations) at end of the period		147,477			92,730
Less: Cash held at of discontinued operations at end of period		4,074			5,470
Cash, cash equivalents, and restricted cash (excluding cash held at discontinued operations) at end of period	$	143,403		$	87,260

Reconciliation of Non-GAAP Financial Measure for the Third Quarter 2023

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 income 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 from operations, as well as net income, 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.

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 income from operations for Genie Energy on a consolidated basis as well as for GRE.

Non-GAAP Reconciliation - Consolidated Adjusted EBITDA

	1Q22		2Q22			3Q22		4Q22		1Q23		2Q23			3Q23		2021		2022			TTM
Income (loss) from Operations	$	27.0	$	11.8		$	23.5	$	15.5	$	11.3	$	15.0		$	17.9	$	24.1	$	77.7		$	59.7
Add back
Depreciation and Amortization	$	0.1	$	0.1		$	0.1	$	0.1	$	0.1	$	0.1		$	0.1	$	0.4	$	0.4		$	0.4
Non-Cash Compensation	$	0.8	$	0.7		$	0.7	$	0.7	$	0.8	$	0.8		$	0.6	$	2.8	$	2.9		$	2.9
Impairment	$	0.0	$	0.0		$	0.0	$	2.1	$	0.0	$	0.0		$	0.0	$	0.0	$	2.1		$	2.1
Equity in the Loss of AMSO/GEUK	$	0.1	$	(0.4	)	$	0.2	$	0.1	$	0.2	$	(0.1	)	$	0.0	$	0.4	$	(0.0	)	$	0.2
Adjusted EBITDA	$	28.0	$	12.2		$	24.5	$	18.5	$	12.4	$	15.8		$	18.6	$	27.8	$	83.1		$	65.3

Non-GAAP Reconciliation - GRE Adjusted EBITDA

(in millions)	3Q23		3Q22		TTM		2022		2021
Income (loss) from Operations	$	22.0	$	27.4	$	77.4	$	92.6	$	34.7
Add back
Depreciation and Amortization	$	0.1	$	0.1	$	0.4	$	0.3	$	0.4
Stock-based Compensation	$	0.2	$	0.2	$	1.0	$	1.0	$	0.9
Adjusted EBITDA	$	22.3	$	27.7	$	78.8	$	93.9	$	36.0

# # #

Cover	Nov. 06, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 06, 2023
Entity File Number	1-35327
Entity Registrant Name	GENIE ENERGY LTD.
Entity Central Index Key	0001528356
Entity Tax Identification Number	45-2069276
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	520 Broad Street
Entity Address, City or Town	Newark
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07102
City Area Code	973
Local Phone Number	438-3500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class B common stock, par value $.01 per share
Trading Symbol	GNE
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Information, Former Legal or Registered Name	Not Applicable