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): June 7, 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
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 7.01. Regulation FD

On June 7, 2023, the slide presentation (the “Presentation”) attached hereto as Exhibit 99.1 will be provided to certain investors. The Presentation will also be available on the Registrant’s website at the following link: http://genie.com/investors/presentations/.

The Registrant is furnishing the information contained in this Report, including Exhibit 99.1, pursuant to Item 7.01 of Form 8-K promulgated by the Securities and Exchange Commission (the “SEC”). This information shall not be deemed to be “filed” with the SEC or incorporated by reference into any other filing with the SEC. In addition, the Presentation contains statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in the Presentation.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Document
99.1	Investor Presentation
104	Cover Page Interactive Data File, formatted in Inline XBRL document

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GENIE ENERGY LTD.
By:	/s/ Michael Stein
	Name:	Michael Stein
	Title:	Chief Executive Officer

Dated: June 7, 2023

2

EXHIBIT INDEX

Exhibit Number	Document
99.1	Investor Presentation
104	Cover Page Interactive Data File, formatted in Inline XBRL document

3

EX-99.1

Exhibit 99.1 

Genie Energy Ltd (NYSE: GNE) Investor Presentation June 2023

Safe Harbor Statement This presentation contains forward - looking statements. Statements that are not historical facts are forward - looking statements and such forward - looking statements are statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Examples of forward - looking statements include: • statements about Genie’s and its divisions’ future performance; • projections of Genie’s and its divisions’ results of operations or financial condition; and • statements regarding Genie’s plans, objectives or goals, including those relating to its strategies, initiatives, competition, acquisitions, dispositions and/or its products and offerings. Words such as "believe," "anticipate," "plan," "expect," "intend," "target," "estimate," "project," "predict," "forecast," "guideline," "aim," "will," "should," “likely,” "continue" and similar expressions are intended to identify forward - looking statements but are not the exclusive means of identifying such statements. Readers are cautioned not to place undue reliance on these forward - looking statements and all such forward - looking statements are qualified in their entirety by reference to the following cautionary statements. Forward - looking statements are based on Genie’s current expectations, estimates and assumptions and because forward - looking statements address future results, events and conditions, they, by their very nature, involve inherent risks and uncertainties, many of which are unforeseeable and beyond the Genie’s control. Such known and unknown risks, uncertainties and other factors may cause Genie’s actual results, performance or other achievements to differ materially from the anticipated results, performance or achievements expressed, projected or implied by these forward - looking statements. These factors include those discussed under the headings "Risk Factors" and “Management’s Discussion and Analysis of Financial Condition and Results of Operations in Genie’s periodic filings made with the Securities and Exchange Commission. Genie cautions that such factors are not exhaustive and that other risks and uncertainties may cause actual results to differ materially from those in forward - looking statements. Forward - looking statements speak only as of the date they are made and are statements of Genie’s current expectations concerning future results, events and conditions and Genie is under no obligation to update any of the forward - looking statements, whether as a result of new information, future events or otherwise. 2

3 Genie Energy At A Glance $15.7M 2022 Stock Repurchased Genie Energy Ltd. Genie Retail Energy (GRE) Genie Renewables (GREW) Genie is a leading provider of electricity, natural gas and green energy to retail and commercial customers in the U . S . $335M TTM Revenue $68M TTM Adj. EBITDA*** $1.97 TTM GAAP EPS** *as of 3/31/23 ** from continuing operations ***see recons in appendix ~3.8X EV/TTM Adj. EBITDA $114M Cash and equivalents (no debt)* 42.1% TTM GM $62M TTM Operating Inc. ~2.0% Dividend Yield (5/30/23)

4 Track Record of Driving Shareholder Returns Most Recent Market Value * Market Value @9/14/09 Company $369M 10/28/11 (Spin - off) Genie Energy (NYSE: GNE) $806M $53M IDT Corp (NYSE: IDT) $7M 9/14/09 (Spin - off) IDW Media (NYSE American: IDW) $2,164M (sold to VZ 2/18) 7/31/13 (Spin - off) Straight Path Communications (NYSE: STRP) $55M 3/26/18 (Spin - off) Rafael Holdings (NYSE: RFL) $32M 6/1/16 (Spin - off) Zedge (NYSE American: ZDGE) $3,433M $53M Total * Based on Yahoo market value as of 6/2/23 Experienced Management Team/Board CEO CFO Chairman Lead Ind. Dir. Michael Stein Avi Goldin Howard Jonas Wesley Perry

Investment Highlights 5 Large market opportunity Attractive Growth Profile Portfolio & Risk Management Are Differentiators Strong Balance Sheet/Cash Flow Provide Strategic Flexibility

LARGE MARKET OPPORTUNITY

Our Opportunity: Selling Electricity & Natural Gas in De - Regulated U.S. Markets… • GRE has a presence in 18/28 states + Washington D.C. • Additional states considering de - regulation in various forms 7

8 …And in Developing, Owning & Operating Solar Farms *Solar Energy Industry Association Commercial >600K Commercial Facilities 1% Penetration Utility Components Shortages due to global supply chain issues Community 8X DOE Est. Growth thru 2025 Favorable Regulatory Environment “ In the next half decade, the long - term tax incentives and manufacturing provisions in the IRA provide the market certainty needed to boost expected solar deployment by over 40% compared to pre - IRA projections.” - Solar Energy Industry Association ~5% * % of Total US Electricity Generation ~50% * of new grid capacity (22) 141GW * Installed Capacity

ATTRACTIVE GROWTH PROFILE

Our Organic Growth Strategy is… 10 Retail • Take share in existing markets • Opportunistically expand retail book geographically • Introduce new products • Focus on customer retention to manage churn Solar • Develop, own & operate solar farms • Differentiate solar through vertical integration

…Complemented by Inorganic Growth 01 Retail Acquisitions – customer books or companies 02 Direct purchase & development of solar farms by GREW 03 General Partner for Sunlight Energy Investments - owned solar farms 04 Acquire new renewable technologies 11

Attractive Financial Returns Targeted payback period tailored to product & customer type How We Grow in Retail Multiple sales channels Diverse portfolio of products Deep data analysis to identify market opportunities & optimize offerings Targeted M&A Hedging strategies reduce commodity volatility risk Geographic diversity reduces weather/regulatory risks Utilities assume bad debt risk in most markets Superior customer service via in - sourced, US - based customer service team Customer rewards program New technology investments Customers Acquisition Risk Management Customer Retention 12

How We Grow in Solar: Vertical Integration 13 GREW Genie Solar Originate, design, C&I Designs/manufactures solar panels w/non - China operations (no supply chain issues) Customer acquisition, billing & management services Diversegy - complementary sales channels Sunlight Energy Investments (SEI) Investment vehicle Third - party Capital

PORTFOLIO AND RISK MANAGEMENT

» Hedged customer book heading into colder months » Long Energy in U.S. and Europe 2H21 » UK energy market disintegrates » Exited UK - still returned cash to U.S. Global Events: Energy Crisis in Europe » Long Energy » Portfolio management of low margin customers in U.S. drives strong margins GRE » Long Energy (most competitors unhedged) » Market decayed, value of hedges > value of business » Sold/exited most of business Sweden Hedging Program Provides Portfolio Optionality Results: » Record gross margin, adjusted EBITDA & cash flow » Paid dividends, repurchased common/preferred stock & provided investment capital for attractive projects 15

FINANCIAL SUMMARY

17 GNE: Significant Margin Expansion and Adj. EBITDA Growth * 25% 30% 35% 40% 45% 50% 55% $0 $50 $100 $150 $200 $250 $300 $350 2021 2022 TTM Revenue Operating Income Adj. EBITDA Gross Margin $m $400 2019 2020 *Pro forma excluding the impact of Texas Winter Storm Uri, GREI a/o 3/31/23. Please see reconciliations in Appendix

Driven by GRE Strength* 18 25% 30% 35% 40% 45% 50% 55% 60% $0 $50 $100 $150 $200 $250 $300 2019 2020 2021 2022 TTM Revenue Op. Inc. Adj. EBITDA Gross Margin $m $350 *Pro forma excluding the impact of Texas Winter Storm Uri operations a/o 3/31/23 Please see reconciliations in Appendix

GREW Positioning for Future Growth * 19 0% 5% 10% 15% 20% 25% 30% 35% 40% - $5 $5 $15 $25 2019 2020 2021 2022 TTM Revenue Op. Inc. Adj. EBITDA Gross Margin $m $35 * Please see reconciliations in Appendix 2022+ » Evaluating and acquiring potential projects » Formed Sunlight Energy Investments » Expanding salesforce Sold low margin solar panels Refocused business to drive margin improvements Moved into project ownership Acquired Pipeline Size Total Site Control Permitting Construction 48MW 19MW 25MW 4MW

Strong Balance Sheet Provides Optionality * 20 * As of 3/31/23 $0.0 $114.0 $142.0 $293.0 Debt Cash Working Capital Total Assets

Capital Allocation Strategy Drives Shareholder Returns 21 Common (currentl stock dividend y $0.075/quarter) Common Stock Preferred Stock ( redeemed on 6/ to be fully - 15/23) nities for outsized potential (e.g. Opportu growth Solar) S elect M&A Retail Customer a New retail marke New retail produc cquisition ts ts Internal Reinvestment Corporate Development Dividend Share repurchases

Summary 22 Large market opportunity Attractive Growth Profile Portfolio & Risk Management Are Differentiators Strong Balance Sheet/Cash Flow Provide Strategic Flexibility

THANK YOU! Michael Stein Chief Executive Officer IR Contact: Brian Siegel Senior Managing Director Hayden IR (346) 396 - 8696 brian@haydenir.com Avi Goldin Chief Financial Officer

APPENDIX: *Pro - forma Financials • Pro - forma excluding the impact of Texas Winter Storm Uri in 2021 and Genie Japan dated Genie Consoli TTM 2022 2021 2020 2019 $ (000's) $321,500 $303,970 $311,830 $304,450 $286,610 Revenue GRE $13,390 $11,570 $7,510 $25,210 $12,090 GREW $334,890 $315,540 $319,340 $329,660 $298,700 Total Revenue $182,560 $150,990 $210,950* $216,140 $205,990 COGS GRE $11,370 $9,770 $4,730 $23,000 $10,140 GREW $193,930 $160,760 $215,680 $239,140 $216,120 Total COGS $140,960 $154,780 $103,660 $90,520 $82,570 Gross Profit 42.1% 49.1% 32.5% 27.5% 27.6% Gross Margin $78,560 $76,690 $66,040 $61,860 $63,840 SG&A $67,590 $83,500 $41,370* $32,070 $21,790 Pro - Forma EBITDA 24

Reconciliation Tables Slides 17,24 – Genie Energy Financials - Consolidated TTM 2022 2021 2020 2019 $334,890 -- - $315,540 - - - $323,270 $3,930 $338,430 $8,770 $300,100 $1,400 Consolidated revenue (as reported) Less: Revenue of Genie Japan $334,890 $315,540 $319,340 $329,660 $298,700 Pro forma consolidated revenue $140,960 -- - $154,780 - - - $91,640 ($2,020) $91,480 $960 $82,330 ($240) Consolidated gross profit (as reported) Less Gross profit (loss) of GREI -- - - - - ($10,000) -- - -- - Gross (loss) profit from Winter Storm Uri $140,960 $154,780 $103,660 $90,520 $82,570 Pro - forma consolidated gross profit 42.1% 49.1% 32.5% 27.5% 27.6% Pro forma consolidated gross profit margin $62,120 $3,000 $77,740 $2,970 $24,530 $2,820 $23,140 $970 $12,620 $1,050 Income (Loss) from Operations Add Back: Non - Cash Compensation $380 $390 $440 $1,100 $1,960 Depreciation & Amortization $2,080 $2,070 - - - $1,400 $400 Impairment $67,590 -- - $83,160 - - - $27,780 ($3,360) $26,610 ($3,340) $16,020 ($4,500) Consolidated Adjusted EBITDA (as reported) Less: Adjusted EBITDA of GREI -- - - - - ($10,000) -- - -- - Profit (loss) from Winter Storm Uri -- - - - - ($180) ($2,120) ($1,260) Adjusted EBITDA of GOGAS $67,590 $83,160 $41,320 $32,070 $21,790 Pro forma consolidated Adjusted EBITDA 25

26 Reconciliation Tables Slides 18 – GRE Financial Highlights $321,500 $303,970 $311,830 $304,450 $286,610 GRE revenue (as reported) $138,940 $152,980 $90,880 $88,310 $80,620 GRE gross profit (as reported) -- - -- - ($10,000) -- - -- - Less Gross profit (loss) from Winter Storm Uri $138,940 $152,980 $100,880 $88,310 $80,620 Pro - forma GRE gross profit 43.2% 50.3% 32.4% 29.0% 28.1% Pro - forma GRE gross profit margin $78,830 $92,560 $34,690 $36,510 $27,180 Income (Loss) from Operations $980 $950 $930 $460 $460 Add Back: Non - Cash Compensation $330 $340 $380 $460 $700 Depreciation & Amortization -- - -- - -- - -- - -- - Impairment $80,140 -- - $93,840 -- - $36,000 ($10,000) $37,440 $28,340 GRE Adjusted EBITDA (as reported) Less Profit (loss) from Winter Storm Uri $80,140 $93,840 $46,000 $37,440 $28,340 Pro forma GRE Adjusted EBITDA

27 Reconciliation Tables Slides 19 – GREW Financial Highlights TTM 2022 2021 2020 2019 ($2,610) ($3,130) $250 ($2,570) ($2,890) Income (Loss) from Operations Add Back: - - - -- - -- - -- - -- - Non - Cash Compensation $50 $50 $50 $330 $1,010 Depreciation & Amortization - - - -- - -- - $1,400 $400 Impairment ($3,470) ($3,080) $300 ($850) ($1,490) GREW Adjusted EBITDA (as reported)

XML

Cover	Jun. 07, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 07, 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
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