GNE-A Genie Energy Ltd

 

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): January 23, 2024

 

 

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 7.01 Regulation FD.

 

On January 26, 2024 Genie Energy Ltd. (the “Company”) issued the attached release (the “Release”) announcing the Company’s expansion of its consumer product portfolio and enhanced risk management initiatives. A copy of the Release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

 

The Company 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.

 

Item 8.01 Other Events.

 

The Company’s internal operations now include a wholly-owned “captive” insurance subsidiary. In the fourth quarter of 2023, the Company paid $51 million in premiums to its captive self-insurance entity, providing coverage for a variety of risks. On January 23, 2024, the Company concluded that it will need to record a one-time, non-recurring, non-cash charge, which is currently estimated to be approximately $45.0 million in the fourth quarter of 2023, as an insurance loss reserve related to the coverage provided to the Company by the captive entity.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Document
99.1		Press Release, dated January 26, 2024.
104		Cover Page Interactive Data File (embedded within the 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: January 26, 2024

 

 

EXHIBIT INDEX

 

Exhibit Number		Document
99.1		Press Release, dated January 26, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

Exhibit 99.1

 

 

Genie Energy Unveils Insurance Strategy

 

NEWARK, NJ – January 26, 2024:  Genie Energy, Ltd. (NYSE: GNE), a leading retail energy and renewable energy solutions provider, today announced an expansion of its consumer product portfolio and the formation of a “captive” self-insurance subsidiary to enhance the Company’s risk management strategy.

  

“Building on our strong financial performance over the past two years, we’ve identified potential opportunities to create incremental shareholder value,” said Michael Stein, Genie’s CEO. “We have built a large retail customer base through our traditional energy supply and solar sales organizations while, on a more modest level, cross-marketing other consumer products and services to this loyal base for enhanced returns. We are now expanding on this strategy by creating insurance-related businesses, including internally generated and third-party offerings, to distribute through our retail channels.”

 

Genie announced that it has formed a wholly-owned captive insurance subsidiary. In the fourth quarter of 2023, Genie paid this captive entity $51 million in premiums for insurance coverage of various risks.

 

As required by GAAP, Genie will record a one-time, non-recurring, non-cash charge of approximately $45 million in the fourth quarter as an insurance loss reserve related to the coverage provided to Genie by the captive entity. While this loss reserve will be reflected in Genie’s financial results under GAAP, the Company does not expect this charge to impact its Adjusted EBITDA results for the fourth quarter or full year 2023.

 

“Despite the initial impacts of these initiatives on our 2023 GAAP results related to the insurance loss reserve, we are excited about these initiatives and look forward to their positive contributions beginning in 2024,” added Stein.

 

The $51 million in premium payments to the “captive” insurance subsidiary will remain on Genie’s consolidated balance sheet within its reported measure of consolidated cash, restricted cash, and marketable equity securities. The funds will be available for investment as determined by Genie management to support the Company’s corporate strategic objectives.

 

Genie expects to report a year-end 2023 balance of approximately $165 million (unaudited) in consolidated cash, restricted cash, and marketable equity securities, compared to $121 million at year-end 2022 (including approximately $16 million in cash from discontinued operations). The expected figure is an estimate and is subject to change as Genie completes its fourth quarter and full-year financial statements and the audit of its annual statements.

 

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

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Cover	Jan. 23, 2024
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Jan. 23, 2024
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
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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

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