8-K

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): August 8, 2022

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
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 August 8, 2022, 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 June 30, 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 August 8, 2022, reporting the results of operations for the quarter ended June 30, 2022.
104	Cover Pager 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: August 8, 2022

2

EXHIBIT INDEX

Exhibit  Number	Document
99.1	Press Release, dated August 8, 2022, reporting the results of operations for the quarter ended June 30, 2022.
104	Cover Pager Interactive Data File, formatted in Inline XBRL document

3

EX-99.1

Exhibit 99.1

Genie Energy Announces Second Quarter Results

Reports record second-quarter gross profit, net income and Adjusted EBITDA¹

Repurchased 639,000 shares of Class B Common Stock and $2 million of Preferred Stock

Announced formation of Sunlight Energy Investments to invest in commercial, community and utility-scale solar projects

Newark, NJ – August 8, 2022: Genie Energy, Ltd. (NYSE: GNE, GNEPRA), a leading retail energy and renewable energy solutions provider, today announced results for its second quarter ended June 30, 2022.

“The drivers of our record first quarter results carried over into the second quarter, leading to very strong profitability metrics despite the second quarter’s traditional weakness in the US,” said Michael Stein, chief executive officer. “Overall, given the continued market uncertainty, we employed a conservative customer acquisition and retention strategy in our US and international retail operations, allowing us to deliver strong profitability. Our international results were impacted by a mark-to-market increase in the value of our hedge book. Finally, we complemented our strong operational performance by returning $8.8 million in capital to shareholders via repurchases of common and preferred stock and payments of our regular quarterly common and preferred stock dividends.”

Second Quarter 2022 Highlights (versus 2Q21 unless otherwise noted)

● Revenue decreased 1.8% to $75.0 million;

● Gross profit increased 218.2% to $67.5 million, and gross margin increased to 89.9% from 27.8%, due in large part to gains related to the international forward hedge book;

● Income from operations increased to $48.5 million from 4.5 million;

● Adjusted EBITDA¹ increased to $49.1 million from $5.5 million;

● GRE generated income from operations and Adjusted EBITDA of $14.4 million and $14.7 million, compared to $5.5 million and $5.8 million, respectively;

● Net income attributable to GNE common stockholders increased to $33.9 million, and diluted income per share (EPS) increased to $1.30, compared to a $5.0 million and $0.19, respectively;

● Declared a $0.075 quarterly dividend for class A and B common stockholders;

● Repurchased 639,000 shares of Class B common stock and redeemed $2 million of preferred stock.

Select Financial Metrics: 2022 versus 2021 as of 6/30/22*

(in $M except for EPS)		2Q22			2Q21		Change			YTD 2022			YTD 2021		Change
Total Revenue	$	75.0		$	76.4		(1.8	)%	$	173.6		$	183.9		(5.6	)%
Genie Retail - US (GRE)	$	63.2		$	67.0		(5.7	)%	$	147.0		$	157.6		(6.7	)%
Electricity	$	53.1		$	61.9		(14.3	)%	$	112.4		$	135.3		(16.9	)%
Natural Gas	$	10.1		$	5.1		98.7	%	$	34.6		$	22.4		54.7	%
Genie Retail - International (GREI)**	$	8.1		$	7.1		14.6	%	$	20.7		$	21.4		(3.3	)%
Electricity	$	7.8		$	6.8		14.5	%	$	20.2		$	21.0		(4.0	)%
Other	$	0.3		$	0.3		16.8	%	$	0.5		$	0.4		35.1	%
Genie Renewables	$	3.8		$	2.3		61.2	%	$	5.8		$	4.8		20.5	%
Gross Margin		89.9	%		27.8	%	6,217	bps		65.1	%		18.4	%	4,670	bps
Genie Retail - US (GRE)		45.9	%		27.4	%	1,857	bps		51.4	%		21.1	%	3,029	bps
Genie Retail - International (GREI)		465.7	%		27.9	%	4,3780	bps		174.4	%		-6.8	%	18,128	bps
Genie Renewables		21.6	%		39.4	%	(1,774	)bps		23.0	%		42.2	%	(1,918	)bps
Income (Loss) from Operations	$	48.5		$	4.5		968.7	%	$	72.9		$	(0.9	)	nm
Operating Margin		64.6	%		5.9	%	5867	bps		42.0	%		-0.5	%	4251	bps
Net Loss Attributable to Discontinued Operations		—		$	(3.2	)	nm			—		$	(4.3	)	nm
Net Income Attributable to GNE Common Stockholders	$	33.9		$	5.0		577.5	%	$	51.4		$	2.6		1845.2	%
Diluted Earnings Per Share	$	1.30		$	0.19		584.2	%	$	1.97		$	0.10		1870.0	%
Adjusted EBITDA1	$	49.1		$	5.5		798.2	%	$	74.8		$	1.1		6823.9	%
Cash Flow from (used in) Continuing Operating Activities	$	9.2		$	3.7		149.2	%	$	27.6		$	(2.0	)	NM

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

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.

2

Select Business Metrics: 2022 versus 2021 (as of quarters ended on June 30)**

Units in 1000s	2Q22		2Q21		Change
Retail Performance Metrics:
Retail Customer Equivalents (RCE)	303		384		(21.3	)%
Genie Retail - US (GRE)	262		330		(20.4	)%
Electricity	185		272		(31.7	)%
Natural Gas	77		58		32.2	%
Genie Retail - International (GREI)	40		55		(26.7	)%
Electricity	40		55		(26.7)	%
Natural Gas	—		—		nm
Meters in 1000s units	342		434		(21.4	)%
Genie Retail - US (GRE)	280		361		(22.4	)%
Electricity	203		292		(30.3	)%
Natural Gas	77		69		10.8	%
Genie Retail - International (GREI)	62		74		(16.2	)%
Electricity	62		74		(16.2	)%
Natural Gas	—		—		nm
GRE Average Monthly Churn - Meters
Gross Sales	34		35		(2.8	)%
Churn	4.4	%	3.8	%	66	bps

** Orbit UK has been classified as a discontinued operation and its results excluded from current and historical results

Segment Highlights

GRE

GRE delivered record second quarter levels of gross profit, income from operations and Adjusted EBITDA highlighted by strong margins in its retail book. Electric per meter consumption declined moderately versus the year-ago quarter but remained solidly above pre-COVID levels. As in prior quarters, GRE moderated its customer acquisition efforts to maximize the value of its portfolio given the ongoing market volatility.

Sequentially, RCEs increased slightly to 263,000 while meters served decreased by 6,000 to 280,000 as of June 30, 2022. Average monthly churn increased to 4.4% from 3.8% in the year ago quarter and decreased from 4.5% in the first quarter of 2022.

GRE will continue to monitor the retail energy markets for customer acquisiton opportunities. As volatility either moderates or becomes more palatable to customers, GRE expects to recalibrate its customer acquisition and retention programs to generate growth in the customer book.

3

GREI

Energy price volatility in Europe resulted in mark-to-market gains in our forward hedge book of $35.8 million. After the quarter close, GREI took initial steps to optimize its forward position. The company has sold its Swedish book of approximately 6,000 meters and is evaluating additional actions for the remaining customers.

Genie Renewables

Genie continued building solar projects for large commercial customers and is on track to continue recognizing additional revenue from its current backlog of projects. The company made strides in the community solar and utility scale solar space as well, and expects to share more about these verticals in Q3. Q2 revenue strength came from the segment’s CityCom Solar business which markets community solar energy solutions.

Balance Sheet and Cash Flow Highlights

On June 30, 2022, Genie Energy reported $239.2 million in total assets, including $67.2 million in cash, restricted cash and marketable equity securities. Liabilities totaled $86.0 million, and working capital (current assets less current liabilities) totaled $125.8 million. Non-current liabilities were $10.7 million.

During the quarter ended June 30, 2022, net cash provided by operating activities was $9.2 million compared to $4.1 million a year ago.

Strategic Update and Commentary on the Balance of 2022

Michael Stein commented, “In light of the continued volatility in energy markets as well as global economic and political uncertainty, we took steps to enhance our position through the sale of our Swedish book of business to another market participant. We are continuing to evaluate ways in which to reduce our obligations in Europe and will provide further updates on our third-quarter earnings call.

“We also recently announced a significant expansion of our solar strategy, transforming Genie into a developer and financier of commercial, community and utility-scale solar projects. To facilitate equity financing, we formed Sunlight Energy Investments with Genie as the general partner. Sunight Energy will seek to participate in projects originated by both Genie and by other solar developers, and will bring in other investors to participate alongside Genie.

“Looking ahead to the remainder of 2022, we anticipate that energy price volatility will continue to impact our domestic retail provider business in the near term. Until we return to a normalized environment, we will focus on maximizing margins and cash flow while moderating our investment in customer acquisition.”

4

Trended Financial Information:*

(in $M except for EPS, RCE and Meters)		1Q21			2Q21			3Q21			4Q21			1Q22			2Q22			2020			2021			YTD 2022
Total Revenue	$	107.5		$	76.4		$	95.1		$	84.7		$	98.5		$	75.0		$	356.9		$	363.7		$	173.6
Genie Retail - US (GRE)	$	90.7		$	67.0		$	86.3		$	67.9		$	83.9		$	63.2		$	304.4		$	311.8		$	147.0
Electricity	$	73.4		$	61.9		$	82.8		$	54.9		$	59.4		$	53.1		$	270.9		$	273.0		$	112.4
Natural Gas	$	17.3		$	5.1		$	3.5		$	12.9		$	24.5		$	10.1		$	33.6		$	38.8		$	34.6
Genie Retail - International (GREI)**	$	14.3		$	7.1		$	7.5		$	15.5		$	12.6		$	8.1		$	27.3		$	44.4		$	20.7
Electricity	$	14.2		$	6.8		$	7.1		$	15.2		$	12.4		$	7.8		$	26.6		$	43.3		$	20.2
Other	$	0.1		$	0.3		$	0.4		$	0.3		$	0.2		$	0.3		$	0.6		$	1.1		$	0.5
Genie Renewables	$	2.5		$	2.3		$	1.3		$	1.3		$	2.0		$	3.8		$	25.2		$	7.5		$	5.8
Gross Margin		11.8	%		27.8	%		43.5	%		34.9	%		46.2	%		89.9	%		26.6	%		28.8	%		65.1	%
Genie Retail - US (GRE)		16.5	%		27.4	%		39.6	%		34.5	%		55.5	%		45.9	%		29.0	%		29.1	%		51.4	%
Genie Retail - International (GREI)		-23.9	%		27.9	%		91.0	%		37.8	%		-12.4	%		465.7	%		16.6	%		25.2	%		23.0	%
Genie Renewables		44.9	%		39.4	%		34.0	%		21.5	%		25.7	%		21.6	%		8.8	%		37.1	%		37.1	%
Income (loss) from Operations	$	(5.5	)	$	4.5		$	23.3		$	10.7		$	24.4		$	48.5		$	21.9		$	33.1		$	72.9
Operating Margin		(5.1	)%		5.9	%		24.5	%		12.7	%		24.8	%		64.6	%		6.1	%		9.1	%		42.0	%
Net Income (Loss) Attributable to Discontinued Operations	$	(1.1	)	$	(3.2	)	$	(16.4	)	$	26.3			—			—		$	0.8		$	5.5			—
Net Income (Loss) Attributable to GNE Common Stockholders	$	(2.4	)	$	5.0		$	(2.7	)	$	29.2		$	17.5		$	33.9		$	11.7		$	29.1		$	51.4
Diluted Earnings (Loss) Per Share	$	(0.09	)	$	0.19		$	(0.11	)	$	1.12		$	0.67		$	1.30		$	0.44		$	1.11		$	1.97
Adjusted EBITDA	$	(4.4	)	$	5.5		$	24.2		$	12.5		$	25.7		$	49.1		$	27.4		$	37.7		$	74.8
Retail Performance Metrics:
Retail Customer Equivalents (RCE)  in 1000s		400			384			383			301			298			303			389			301			303
Genie Retail - US (GRE)		347			330			336			260			260			263			337			260			263
Electricity		291			272			276			189			182			185			284			189			185
Natural Gas		56			58			60			71			78			77			53			71			77
Genie Retail - International (GREI)		53			55			46			40			38			40			51			40			40
Electricity		53			55			46			40			38			40			51			40			40
Natural Gas		—			—			—			—			—			—			—			—			—
Meters in 1000s units		447			434			428			352			347			342			441			352			342
Genie Retail - US (GRE)		373			361			361			285			286			280			368			285			280
Electricity		308			292			289			210			209			203			303			210			203
Natural Gas		65			69			72			75			78			77			65			75			77
Genie Retail - International (GREI)		74			74			67			67			61			62			73			67			62
Electricity		74			74			67			67			61			62			73			67			62
Natural Gas		—			—			—			—			—			—			—			—			—
GRE Meter Data
Gross Sales		62			35			47			33			44			34			212			177			79
Churn***		4.9	%		3.8	%		4.0	%		6.2	%		4.5	%		4.4	%		4.4	%		4.7	%		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 expiration of low margin aggregation deals

5

Dividend on Genie Energy Common Stock

Genie Energy’s Board of Directors has declared a dividend of $0.075 per share of Class A and Class B common stock with a record date of August 18, 2022. The dividend will be paid on or about August 26, 2022. The distribution will be treated as an ordinary dividend for income tax purposes.

Earnings Announcement and Supplemental Information

At 8:30 AM Eastern today, 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: 955827.

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: 46224. The replay will remain available through August 22, 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

6

GENIE ENERGY LTD.

Consolidated Balance Sheets

(in thousands, except per share amounts)

	June 30, 2022			December 31, 2021
	(Unaudited)			(Audited)
Assets
Current assets:
Cash and cash equivalents	$	61,093		$	95,492
Restricted cash—short-term		5,658			6,657
Marketable equity securities		490			1,336
Trade accounts receivable, net of allowance for doubtful accounts of $4,480 and $6,365 at June 30, 2022 and December 31, 2021, respectively		43,881			52,357
Inventory		16,043			17,720
Prepaid expenses		6,843			4,994
Other current assets		48,392			21,789
Current assets of discontinued operations		18,680			—
Total current assets		201,080			200,345
Property and equipment, net		347			297
Goodwill		11,617			11,755
Other intangibles, net		3,408			3,648
Deferred income tax assets, net		4,581			4,259
Other assets		18,202			9,161
Total assets	$	239,235		$	229,465
Liabilities and equity
Current liabilities:
Trade accounts payable		26,188			33,554
Accrued expenses		33,771			39,523
Income taxes payable		10,903			9,792
Due to IDT Corporation, net		148			532
Other current liabilities		4,311			2,125
Current liabilities of discontinued operations		—			30,766
Total current liabilities		75,321			116,292
Other liabilities		10,660			2,384
Total liabilities		85,981			118,676
Commitments and contingencies
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 2,087 and 2,322 shares issued and outstanding at June 30, 2022 and December 31, 2021		17,743			19,743
Class A common stock, $0.01 par value; authorized shares—35,000; 1,574 shares issued and outstanding at June 30, 2022 and December 31, 2021		16			16
Class B common stock, $0.01 par value; authorized shares—200,000; 26,712 and 26,620 shares issued and 24,055 and 24,615 shares outstanding at June 30, 2022 and December 31, 2021, respectively		267			266
Additional paid-in capital		144,818			143,249
Treasury stock, at cost, consisting of 2,657 and 2,005 shares of Class B common stock at June 30, 2022 and December 31, 2021		(18,519	)		(14,034	)
Accumulated other comprehensive income		1,123			3,160
Retained earnings (accumulated deficit)		18,361			(29,115	)
Total Genie Energy Ltd. stockholders’ equity		163,809			123,285
Noncontrolling interests		(10,555	)		(12,496	)
Total equity		153,254			110,789
Total liabilities and equity	$	239,235		$	229,465

7

GENIE ENERGY LTD.

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
	(in thousands, except per share data)
Revenues:
Electricity	$	60,832		$	68,681		$	132,616		$	156,294
Natural gas		10,098			5,082			34,601			22,362
Other		4,096			2,616			6,337			5,214
Total revenues		75,026			76,379			173,554			183,870
Cost of revenues		7,552			55,171			60,539			150,008
Gross profit		67,474			21,208			113,015			33,862
Operating expenses and losses:
Selling, general and administrative (i)		18,998			16,672			40,107			34,790
Income (loss) from operations		48,476			4,536			72,908			(928	)
Interest income		48			10			65			20
Interest expense		(52	)		(103	)		(102	)		(212	)
Unrealized (loss) gain on marketable equity securities and investments		(146	)		2,915			(799	)		7,022
Gain on sale of subsidiary		—			4,226			—			4,226
Other (loss) income, net		(372	)		39			(869	)		447
Income before income taxes		47,954			11,623			71,203			10,575
Provision for income taxes		(10,581	)		(3,143	)		(17,094	)		(3,679	)
Net income from continuing operations		37,373			8,480			54,109			6,896
Loss from discontinued operations, net of taxes		—			(3,195	)		—			(4,305	)
Net income		37,373			5,285			54,109			2,591
Net income (loss) attributable to noncontrolling interests		2,894			(82	)		1,741			(790	)
Net income attributable to Genie Energy Ltd.		34,479			5,367			52,368			3,381
Dividends on preferred stock		(624	)		(370	)		(994	)		(740	)
Net income attributable to Genie Energy Ltd. common stockholders	$	33,855		$	4,997		$	51,374		$	2,641
Amounts attributable to Genie Energy Ltd. common stockholders
Income from continuing operations	$	33,896		$	8,192		$	51,374		$	6,946
Loss from discontinued operations		—			(3,195	)		—			(4,305	)
Net income attributable to Genie Energy Ltd. common stockholders	$	33,896		$	4,997		$	51,374			2,641
Earnings per share attributable to Genie Energy Ltd. common stockholders:
Basic:
Income from continuing operations	$	1.33		$	0.31		$	2.01		$	0.27
Loss from discontinued operations		—			(0.12	)		—			(0.17	)
Net income attributable to Genie Energy Ltd. common stockholders	$	1.33		$	0.19		$	2.01		$	0.10
Diluted
Income from continuing operations	$	1.30		$	0.31		$	1.97		$	0.26
Loss from discontinued operations		—			(0.12	)		—			(0.16	)
Net income attributable to Genie Energy Ltd. common stockholders	$	1.30		$	0.19		$	1.97		$	0.10
Weighted-average number of shares used in calculation of earnings per share:
Basic		25,463			25,804			25,613			25,903
Diluted		26,070			26,227			26,088			26,446
Dividends declared per common share	$	0.075		$	—		$	0.150		$	—
(i) Stock-based compensation included in selling, general and administrative expenses	$	730		$	559		$	1,570		$	1,148

8

GENIE ENERGY LTD.

Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended June 30,
	2022			2021
	(in thousands)
Operating activities
Net income	$	54,109		$	2,591
Net loss from discontinued operations, net of tax		—			(4,305	)
Net income from continuing operations		54,109			6,896
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		532			696
Deferred income taxes		7,019			2,972
Provision for doubtful accounts receivable		1,301			1,092
Unrealized loss (gain) marketable equity securities and investment		799			(7,022	)
Stock-based compensation		1,570			1,148
Equity in the net loss (income) in equity method investees		249			(164	)
Gain on sale of subsidiaries		—			(4,226	)
Change in assets and liabilities:
Trade accounts receivable		7,175			(621	)
Inventory		1,677			1,277
Prepaid expenses		(1,849	)		(1,211	)
Other current assets and other assets		(34,212	)		(3,387	)
Trade accounts payable, accrued expenses and other current liabilities		(11,546	)		(170	)
Due to IDT Corporation		(384	)		47
Income taxes payable		1,111			625
Net cash provided by (used in) operating activities of continuing operations		27,551			(2,048	)
Net cash used in discontinued operations		—			(3,824	)
Net cash provided by (used in) operating activities		27,551			(5,872	)
Investing activities
Capital expenditures		(60	)		(80	)
Proceeds from the sale of subsidiary, net of cash disposed		—			4,550
Investment in notes receivables with related party		(1,388	)		—
Purchase of marketable equity securities and other investment		(800	)		(1,000	)
Repayment of notes receivable		19			13
Net cash (used in) provided by investing activities of continuing operations		(2,229	)		3,483
Net cash used in investing activities of discontinued operations		(49,446	)		—
Net cash (used in) provided by investing activities		(51,675	)		3,483
Financing activities
Dividends paid		(4,669	)		(740	)
Repurchases of Class B common stock from employees		(71	)		—
Repurchase of Class B common stock		(4,414	)		(2,435	)
Redemption of preferred stock		(2,000	)		—
Net cash used in by financing activities		(11,154	)		(3,175	)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		(120	)		(54	)
Net decrease in cash, cash equivalents, and restricted cash		(35,398	)		(5,618	)
Cash, cash equivalents, and restricted cash (including discontinued operations) at beginning of period		102,149			43,184
Cash, cash equivalents and restricted cash (including discontinued operations) at end of the period		66,751			37,566
Less: Cash of discontinued operations at end of period		—			1,906
Cash, cash equivalents, and restricted cash (excluding discontinued operations) at end of period	$	66,751		$	35,660

9

Reconciliation of Non-GAAP Financial Measure for the Second Quarter 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 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 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 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, and income (loss) from operations, as well as 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.

10

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.

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 - Adjusted EBITDA for Genie Energy Ltd.

		Q121			Q221		Q321		Q421		1Q22		2Q22			2020		2021		YTD 22
Income (loss) from Operations	$	(5.5	)	$	4.5	$	23.3	$	10.7	$	24.4	$	48.5		$	21.9	$	33.1	$	72.9
Add back
Depreciation and Amortization	$	0.4		$	0.3	$	0.3	$	0.3	$	0.3	$	0.2		$	3.0	$	1.3	$	0.5
Non-Cash Compensation	$	0.6		$	0.6	$	0.5	$	1.3	$	0.8	$	0.7		$	1.1	$	2.9	$	1.6
Impairment	$	0.0		$	0.0	$	0.0	$	0.0	$	0.0	$	0.0		$	1.4	$	0.0	$	0.0
Equity in the Loss of AMSO/GEUK	$	0.1		$	0.1	$	0.1	$	0.2	$	0.1	$	(0.4	)	$	0.1	$	0.4	$	(0.2	)
Adjusted EBITDA	$	(4.4	)	$	5.5	$	24.2	$	12.5	$	25.7	$	49.1		$	27.4	$	37.7	$	74.8

Non-GAAP Reconciliation Adjusted EBITDA for GRE
(in millions)	Q122		Q222		YTD 22
Income (loss) from Operations	$	30.2	$	14.4	$	44.6
Add back
Depreciation and Amortization	$	0.1	$	0.1	$	0.2
Stock-based Compensation	$	0.2	$	0.2	$	0.4
Impairment	$	0.0	$	0.0	$	0.0
Equity in the income of equity method investee	$	0.0	$	0.0	$	0.0
Adjusted EBITDA	$	30.5	$	14.7	$	45.2

# # #

XML

Cover	Aug. 08, 2022
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 08, 2022
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
Entity Emerging Growth Company	false
Class B common stock, par value $.01 per share
Title of 12(b) Security	Class B common stock, par value $.01 per share
Trading Symbol	GNE
Security Exchange Name	NYSE
Series 2012-A Preferred stock, par value $.01 per share
Title of 12(b) Security	Series 2012-A Preferred stock, par value $.01 per share
Trading Symbol	GNE.PRA
Security Exchange Name	NYSE