10-K 1 gne-20231231.htm 10-K gne-20231231.htm
Accelerated Filer Seven and one-half percent (7.5%) of the quotient obtained by dividing (A) the amount by which the EBITDA for a fiscal year of the Company's retail energy provider business exceeds $32 million by (B) 8,750,000 (the "Additional Dividend") The Company sold to Howard S. Jonas, the Chairman of the Company’s Board of Directors and a principal owner, (1) 1,152,074 shares of the Company’s Class B common stock, at a price of $4.34 per share for an aggregate sales price of $5.0 million, and (2) warrants to purchase an additional 1,048,218 shares of the Company’s Class B common stock at an exercise price of $4.77 per share for an aggregate exercise price of $5.0 million. The Company sold to a third-party investor (1) 230,415 treasury shares of the Company’s Class B common stock, at a price of $4.34 per share for an aggregate sales price of $1.0 million, and (2) warrants to purchase an additional 209,644 shares of the Company’s Class B common stock at an exercise price of $4.77 per share for an aggregate exercise price of $1.0 million. Five year 0001528356 false --12-31 2023 FY 549 12-31-2025 http://fasb.org/us-gaap/2023#OtherLiabilitiesCurrent http://fasb.org/us-gaap/2023#OtherLiabilities http://fasb.org/us-gaap/2023#OtherLiabilitiesNoncurrent http://fasb.org/us-gaap/2023#OtherLiabilitiesCurrent http://fasb.org/us-gaap/2023#OtherAssetsNoncurrent http://fasb.org/us-gaap/2023#OtherAssetsCurrent http://fasb.org/us-gaap/2023#OtherAssetsNoncurrent http://fasb.org/us-gaap/2023#OtherAssetsCurrent http://fasb.org/us-gaap/2023#OtherAssetsNoncurrent http://fasb.org/us-gaap/2023#OtherLiabilitiesCurrent http://fasb.org/us-gaap/2023#OtherLiabilitiesNoncurrent http://fasb.org/us-gaap/2023#OtherLiabilitiesCurrent http://fasb.org/us-gaap/2023#OtherLiabilitiesNoncurrent http://fasb.org/us-gaap/2023#OtherLiabilities http://fasb.org/us-gaap/2023#OtherLiabilitiesCurrent http://fasb.org/us-gaap/2023#OtherLiabilitiesNoncurrent http://fasb.org/us-gaap/2023#OtherAssetsNoncurrent false false false false 0001528356 us-gaap:SeriesAPreferredStockMember 2023-12-31 0001528356 srt:MaximumMember 2023-11-03 0001528356 srt:MinimumMember 2023-11-03 0001528356 gne:SolarSystemFacilitiesMember 2023-11-03 0001528356 us-gaap:CommonClassBMember 2024-02-28 2024-02-28 0001528356 us-gaap:CommonClassAMember 2024-02-28 2024-02-28 0001528356 gne:DiversegyMember 2023-01-01 2023-12-31 0001528356 us-gaap:EmployeeStockOptionMember 2023-12-31 0001528356 us-gaap:ConstructionInProgressMember 2023-07-01 2023-12-31 0001528356 gne:CaptiveInsuranceCompanyMember 2023-12-31 0001528356 gne:CaptiveInsuranceCompanyMember 2023-01-01 2023-12-31 0001528356 gne:UnitedKingdomOperationsMember 2022-01-01 2022-12-31 0001528356 gne:UnitedKingdomOperationsMember 2023-12-31 0001528356 gne:LumoSwedenMember 2023-01-01 2023-12-31 0001528356 gne:LumoSwedenMember 2023-11-08 2023-11-08 0001528356 gne:SolarSystemFacilitiesMember 2023-01-01 2023-12-31 0001528356 gne:GenieSolarEnergyMember 2023-01-01 2023-12-31 0001528356 us-gaap:ElectricGenerationEquipmentMember 2022-12-31 0001528356 us-gaap:ElectricGenerationEquipmentMember 2023-12-31 0001528356 gne:IGMBrokerageCorpMember 2023-12-31 0001528356 gne:IGMBrokerageCorpMember 2022-01-01 2022-12-31 0001528356 gne:Atid613Member 2022-12-31 0001528356 gne:NatanOhayonMember 2023-01-01 2023-12-31 0001528356 gne:IGMBrokerageCorpMember 2023-01-01 2023-12-31 0001528356 gne:TwoThousandTwentyOneStockOptionAndIncentivePlanMember 2023-12-31 0001528356 us-gaap:CommonClassAMember 2024-03-13 0001528356 us-gaap:CommonClassBMember 2024-03-13 0001528356 gne:PrismSolarTechnologyMember 2023-12-31 0001528356 gne:UnconsolidatedEntitiesMember 2023-12-31 0001528356 gne:OrbitEnergyMember 2023-12-31 0001528356 gne:LumoFinlandAndLumoSwedenMember 2023-12-31 0001528356 gne:CitizensChoiceEnergyMember 2023-12-31 0001528356 us-gaap:NoncontrollingInterestMember 2023-12-31 0001528356 us-gaap:RetainedEarningsMember 2023-12-31 0001528356 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-12-31 0001528356 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001528356 us-gaap:PreferredStockMember 2023-12-31 0001528356 us-gaap:SeriesAMember 2023-12-31 0001528356 us-gaap:CommonClassBMember 2023-12-31 0001528356 us-gaap:CommonClassAMember 2023-12-31 0001528356 gne:NatanOhayonMember 2022-02-21 0001528356 gne:NatanOhayonMember 2022-12-31 0001528356 gne:OhayonLoanMember 2022-12-31 0001528356 gne:LumoFinlandAndLumoSwedenMember 2022-01-01 2022-12-31 0001528356 gne:LumoFinlandAndLumoSwedenMember 2023-01-01 2023-12-31 0001528356 gne:LumoFinlandAndLumoSwedenMember 2022-12-31 0001528356 srt:BoardOfDirectorsChairmanMember 2022-02-07 0001528356 gne:GenieRenewablesMember 2022-01-01 2022-12-31 0001528356 gne:GenieRenewablesMember 2022-12-31 0001528356 gne:GenieRenewablesMember 2023-01-01 2023-12-31 0001528356 gne:JpmorganMember 2018-12-13 0001528356 gne:JpmorganMember 2018-12-01 2018-12-13 0001528356 gne:LicensesMember 2022-01-01 2022-12-31 0001528356 us-gaap:CustomerRelationshipsMember 2022-01-01 2022-12-31 0001528356 us-gaap:ElectricityMember 2023-01-01 2023-12-31 0001528356 us-gaap:ElectricityMember 2022-01-01 2022-12-31 0001528356 gne:GenieRetailEnergyMember 2023-01-01 2023-12-31 0001528356 gne:GenieRetailEnergyMember 2022-01-01 2022-12-31 0001528356 us-gaap:CorporateMember 2023-01-01 2023-12-31 0001528356 us-gaap:CorporateMember 2022-01-01 2022-12-31 0001528356 us-gaap:DividendPaidMember 2023-01-01 2023-12-31 0001528356 gne:OchHoldingCompanyAndEntrustGreenInitiativeFundLlcMember gne:SpecialPurposeEntityWhichOperatesInIndianaMember 2023-11-03 2023-11-03 0001528356 gne:OchHoldingCompanyAndEntrustGreenInitiativeFundLlcMember gne:SpecialPurposeEntitiesWhichOperatesInOhioAndMichiganMember 2023-11-03 2023-11-03 0001528356 us-gaap:CommonClassBMember us-gaap:WarrantMember 2023-06-30 0001528356 us-gaap:CommonClassBMember us-gaap:WarrantMember 2023-06-01 2023-06-30 0001528356 us-gaap:DividendPaidMember gne:GenieRetailEnergyMember us-gaap:PreferredStockMember 2023-05-01 2023-05-31 0001528356 srt:MaximumMember gne:SolarSystemFacilitiesMember 2023-12-31 0001528356 srt:MinimumMember gne:SolarSystemFacilitiesMember 2023-12-31 0001528356 gne:TwoThousandTwentyOneStockOptionAndIncentivePlanMember us-gaap:CommonClassBMember us-gaap:StockCompensationPlanMember 2023-05-10 2023-05-10 0001528356 country:US 2023-01-01 2023-12-31 0001528356 country:US 2022-01-01 2022-12-31 0001528356 gne:LumoFinlandGrantMember gne:RecoveryOfPaymentsMember 2023-12-31 0001528356 gne:LumoFinlandGrantMember gne:RecoveryOfPaymentsUnderParentalGuaranteeMember 2023-12-31 0001528356 gne:ResidentsEnergyMember gne:StateOfConnecticutPublicUtilitiesRegulatoryAuthorityMember 2023-01-01 2023-12-31 0001528356 gne:ResidentsEnergyMember gne:OfficeOfAttorneyGeneralOfStateOfIllinoisMember 2022-01-01 2022-12-31 0001528356 gne:ResidentsEnergyMember gne:OfficeOfAttorneyGeneralOfStateOfIllinoisMember 2023-01-01 2023-12-31 0001528356 gne:NaturalGasReserveMember gne:FourthQuarterTwoThousandTwentySixMember 2023-01-01 2023-12-31 0001528356 gne:FourthQuarterTwoThousandTwentySixMember gne:ElectricityCommodityMember 2023-01-01 2023-12-31 0001528356 gne:GenieEnergyCharitableFoundationMember us-gaap:CommonClassBMember 2023-11-02 2023-11-02 0001528356 us-gaap:CommonClassBMember gne:RafaelHoldingsMember gne:OtherInvestmentMember 2023-03-01 2023-03-31 0001528356 gne:CitizensChoiceEnergyMember us-gaap:NoncontrollingInterestMember 2022-12-31 0001528356 gne:CitizensChoiceEnergyMember us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember 2022-12-31 0001528356 gne:CitizensChoiceEnergyMember gne:CurrentLiabilitiesMember 2022-12-31 0001528356 gne:CitizensChoiceEnergyMember us-gaap:OtherNoncurrentAssetsMember 2022-12-31 0001528356 gne:CitizensChoiceEnergyMember us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember 2022-12-31 0001528356 gne:CitizensChoiceEnergyMember us-gaap:TradeAccountsReceivableMember 2022-12-31 0001528356 gne:CitizensChoiceEnergyMember gne:RestrictedCashMember 2022-12-31 0001528356 gne:CitizensChoiceEnergyMember us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember 2023-12-31 0001528356 gne:NonvestedDeferredStockUnitsMember 2023-01-01 2023-12-31 0001528356 gne:NonvestedDeferredStockUnitsMember 2022-01-01 2022-12-31 0001528356 gne:CitizensChoiceEnergyMember gne:CurrentLiabilitiesMember 2023-12-31 0001528356 gne:CitizensChoiceEnergyMember us-gaap:NoncontrollingInterestMember 2023-12-31 0001528356 srt:ChiefExecutiveOfficerMember 2020-02-29 0001528356 gne:CitizensChoiceEnergyMember us-gaap:OtherNoncurrentAssetsMember 2023-12-31 0001528356 gne:CitizensChoiceEnergyMember us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember 2023-12-31 0001528356 gne:RenewableEnergyMember 2022-12-31 0001528356 gne:CitizensChoiceEnergyMember us-gaap:TradeAccountsReceivableMember 2023-12-31 0001528356 gne:CitizensChoiceEnergyMember gne:RestrictedCashMember 2023-12-31 0001528356 us-gaap:CommonClassBMember gne:RafaelHoldingsMember gne:OtherInvestmentMember 2023-12-31 0001528356 us-gaap:CommonClassBMember gne:RafaelHoldingsMember gne:OtherInvestmentMember 2023-04-01 2023-06-30 0001528356 gne:Atid613Member gne:OtherInvestmentMember 2023-03-31 0001528356 us-gaap:ProductAndServiceOtherMember 2022-01-01 2022-12-31 0001528356 us-gaap:ProductAndServiceOtherMember 2023-01-01 2023-12-31 0001528356 us-gaap:CommonClassBMember gne:HowardsJonasMember 2023-05-31 2023-05-31 0001528356 us-gaap:ElectricityMember 2022-12-31 0001528356 gne:CitizensChoiceEnergyMember 2015-10-01 2015-10-31 0001528356 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember gne:CustomerBMember 2023-01-01 2023-12-31 0001528356 us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember gne:CustomerBMember 2022-01-01 2022-12-31 0001528356 us-gaap:CommonClassBMember gne:RafaelHoldingsMember 2020-12-07 0001528356 us-gaap:CommonClassBMember gne:RafaelHoldingsMember 2020-12-07 2020-12-07 0001528356 us-gaap:OtherLiabilitiesMember gne:EnergyContractsAndOptionsMember 2023-12-31 0001528356 gne:EnergyContractsAndOptionsMember us-gaap:OtherCurrentLiabilitiesMember 2023-12-31 0001528356 us-gaap:OtherAssetsMember gne:EnergyContractsAndOptionsMember 2023-12-31 0001528356 gne:EnergyContractsAndOptionsMember us-gaap:OtherCurrentAssetsMember 2023-12-31 0001528356 us-gaap:CommonStockMember us-gaap:CommonClassBMember 2023-12-31 0001528356 us-gaap:CommonStockMember us-gaap:CommonClassAMember 2023-12-31 0001528356 gne:OthersMember 2022-01-01 2022-12-31 0001528356 gne:OthersMember 2023-01-01 2023-12-31 0001528356 us-gaap:CommonClassBMember 2018-06-09 2018-06-12 0001528356 us-gaap:CommonClassBMember 2018-06-12 0001528356 us-gaap:OilAndGasMember 2022-01-01 2022-12-31 0001528356 us-gaap:OilAndGasMember 2023-01-01 2023-12-31 0001528356 srt:OfficerMember us-gaap:CommonClassBMember 2023-01-01 2023-12-31 0001528356 us-gaap:CommonClassBMember gne:TwoThousandTwentyOneStockOptionAndIncentivePlanMember 2021-05-31 0001528356 us-gaap:DividendPaidMember gne:GenieRetailEnergyMember us-gaap:PreferredStockMember 2022-05-01 2022-05-31 0001528356 gne:NaturalGasReserveMember gne:FirstQuarterTwoThousandTwentyFiveMember 2023-01-01 2023-12-31 0001528356 gne:ElectricityCommodityMember gne:FirstQuarterTwoThousandTwentyFiveMember 2023-01-01 2023-12-31 0001528356 gne:PrismSolarTechnologyMember 2023-01-01 2023-12-31 0001528356 gne:RafaelHoldingsMember 2022-01-01 2022-12-31 0001528356 gne:DeferredStockMember 2023-01-01 2023-12-31 0001528356 us-gaap:CommonClassBMember 2022-01-01 2022-12-31 0001528356 gne:GenieRetailEnergyMember 2022-12-31 0001528356 us-gaap:CorporateMember 2022-12-31 0001528356 gne:IdtCorporationMember 2023-01-01 2023-12-31 0001528356 gne:IdtCorporationMember 2022-01-01 2022-12-31 0001528356 gne:ElectricityCommodityMember gne:SettlementDatesEightMember 2023-01-01 2023-12-31 0001528356 gne:NaturalGasReserveMember gne:SettlementDatesEightMember 2023-01-01 2023-12-31 0001528356 gne:ElectricityCommodityMember gne:SettlementDatesTenMember 2023-01-01 2023-12-31 0001528356 gne:NaturalGasReserveMember gne:SettlementDatesTenMember 2023-01-01 2023-12-31 0001528356 gne:ElectricityCommodityMember gne:SettlementDatesElevenMember 2023-01-01 2023-12-31 0001528356 gne:NaturalGasReserveMember gne:SettlementDatesElevenMember 2023-01-01 2023-12-31 0001528356 us-gaap:CommonClassBMember gne:HowardsJonasMember 2018-06-02 2018-06-08 0001528356 us-gaap:PropertyPlantAndEquipmentMember 2022-01-01 2022-12-31 0001528356 us-gaap:PropertyPlantAndEquipmentMember 2023-01-01 2023-12-31 0001528356 us-gaap:PreferredStockMember us-gaap:DividendPaidMember 2023-01-01 2023-12-31 0001528356 us-gaap:RestrictedStockMember 2023-01-01 2023-12-31 0001528356 us-gaap:RestrictedStockMember 2022-12-31 0001528356 us-gaap:EmployeeStockOptionMember 2022-01-01 2022-12-31 0001528356 us-gaap:EmployeeStockOptionMember 2023-01-01 2023-12-31 0001528356 gne:RestrictedStockGrantedMember 2023-01-01 2023-12-31 0001528356 gne:RestrictedStockGrantedMember 2022-01-01 2022-12-31 0001528356 us-gaap:CommonClassBMember 2023-01-01 2023-12-31 0001528356 us-gaap:CommonClassBMember 2013-03-11 0001528356 us-gaap:CommonClassAMember 2023-01-01 2023-12-31 0001528356 us-gaap:PreferredStockMember 2023-01-01 2023-12-31 0001528356 us-gaap:PreferredStockMember 2022-01-01 2022-12-31 0001528356 us-gaap:SeriesAPreferredStockMember 2023-01-01 2023-12-31 0001528356 gne:UnconsolidatedEntitiesMember 2023-01-01 2023-12-31 0001528356 gne:ElectricityCommodityMember gne:SettlementDatesTwelveMember 2023-01-01 2023-12-31 0001528356 gne:NaturalGasReserveMember gne:SettlementDatesTwelveMember 2023-01-01 2023-12-31 0001528356 us-gaap:DividendPaidMember us-gaap:PreferredStockMember 2022-01-01 2022-12-31 0001528356 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-12-31 0001528356 us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-12-31 0001528356 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001528356 2023-06-30 0001528356 2023-01-01 2023-03-31 0001528356 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-01-01 2022-12-31 0001528356 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-01-01 2023-12-31 0001528356 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2022-12-31 0001528356 us-gaap:RetainedEarningsMember 2022-01-01 2022-12-31 0001528356 us-gaap:RetainedEarningsMember 2023-01-01 2023-12-31 0001528356 us-gaap:RetainedEarningsMember 2022-12-31 0001528356 us-gaap:NoncontrollingInterestMember 2022-01-01 2022-12-31 0001528356 us-gaap:NoncontrollingInterestMember 2023-01-01 2023-12-31 0001528356 us-gaap:NoncontrollingInterestMember 2022-12-31 0001528356 us-gaap:TrademarksMember 2023-01-01 2023-12-31 0001528356 us-gaap:CustomerRelationshipsMember 2023-01-01 2023-12-31 0001528356 gne:LicensesMember 2023-01-01 2023-12-31 0001528356 us-gaap:TrademarksMember 2022-01-01 2022-12-31 0001528356 2023-12-31 0001528356 gne:GenieRetailEnergyMember 2023-01-01 2023-12-31 0001528356 2018-12-13 0001528356 2022-01-01 2022-03-31 0001528356 2022-01-01 2022-09-30 0001528356 2021-03-01 2021-03-31 0001528356 srt:BoardOfDirectorsChairmanMember 2018-06-02 2018-06-08 0001528356 us-gaap:CommonClassBMember gne:HowardsJonasMember 2018-06-08 0001528356 2021-06-01 2021-06-30 0001528356 2021-03-12 0001528356 2021-06-30 0001528356 gne:RafaelHoldingsMember 2023-01-01 2023-12-31 0001528356 gne:EnergyContractsAndOptionsMember us-gaap:CostOfSalesMember 2023-01-01 2023-12-31 0001528356 gne:EnergyContractsAndOptionsMember us-gaap:CostOfSalesMember 2022-01-01 2022-12-31 0001528356 us-gaap:CommonClassBMember us-gaap:RestrictedStockMember 2023-01-01 2023-12-31 0001528356 srt:ChiefExecutiveOfficerMember 2022-02-28 0001528356 us-gaap:DomesticCountryMember srt:MinimumMember 2023-01-01 2023-12-31 0001528356 gne:IdtCorporationMember 2022-12-31 0001528356 us-gaap:DomesticCountryMember srt:MaximumMember 2023-01-01 2023-12-31 0001528356 us-gaap:StateAndLocalJurisdictionMember srt:MinimumMember 2023-01-01 2023-12-31 0001528356 us-gaap:StateAndLocalJurisdictionMember srt:MaximumMember 2023-01-01 2023-12-31 0001528356 us-gaap:ForeignCountryMember srt:MinimumMember 2023-01-01 2023-12-31 0001528356 us-gaap:ForeignCountryMember srt:MaximumMember 2023-01-01 2023-12-31 0001528356 gne:RafaelHoldingsMember 2022-12-31 0001528356 us-gaap:FairValueMeasurementsRecurringMember 2022-12-31 0001528356 us-gaap:SoftwareDevelopmentMember 2022-12-31 0001528356 us-gaap:ComputerEquipmentMember 2022-12-31 0001528356 us-gaap:OfficeEquipmentMember 2022-12-31 0001528356 us-gaap:TrademarksMember 2022-12-31 0001528356 us-gaap:CustomerRelationshipsMember 2022-12-31 0001528356 gne:LicensesMember 2022-12-31 0001528356 2018-06-09 2018-06-12 0001528356 gne:CitizensChoiceEnergyMember 2022-12-31 0001528356 us-gaap:PreferredStockMember 2022-12-31 0001528356 us-gaap:CommonClassAMember 2022-12-31 0001528356 us-gaap:CommonClassBMember 2022-12-31 0001528356 us-gaap:ConstructionInProgressMember 2022-12-31 0001528356 us-gaap:SeriesAMember 2022-12-31 0001528356 2015-10-01 2015-10-31 0001528356 2022-02-01 2022-02-28 0001528356 2021-01-01 2021-03-31 0001528356 2021-01-01 2021-09-30 0001528356 2020-02-01 2020-02-29 0001528356 us-gaap:CommonClassBMember 2022-04-01 2022-06-30 0001528356 us-gaap:CommonClassBMember 2023-02-01 2023-02-28 0001528356 gne:DeferredStockMember 2022-01-01 2022-12-31 0001528356 us-gaap:CommonStockMember 2022-05-01 2022-05-31 0001528356 us-gaap:WarrantMember 2022-05-01 2022-05-31 0001528356 us-gaap:CommonClassBMember 2022-11-01 2022-11-30 0001528356 gne:CityComSolarMember 2023-01-01 2023-12-31 0001528356 gne:LumoFinlandGrantMember 2022-08-01 2022-08-05 0001528356 gne:LumoFinlandAndLumoSwedenOperationsMember 2023-01-01 2023-12-31 0001528356 gne:LumoFinlandAndLumoSwedenOperationsMember 2022-01-01 2022-12-31 0001528356 2022-01-01 2022-12-31 0001528356 2023-01-01 2023-12-31 0001528356 2022-12-31 0001528356 2022-04-01 2022-06-30 0001528356 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2022-12-31 0001528356 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member 2022-12-31 0001528356 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2022-12-31 0001528356 gne:EnergyContractsAndOptionsMember us-gaap:OtherCurrentAssetsMember 2022-12-31 0001528356 us-gaap:OtherAssetsMember gne:EnergyContractsAndOptionsMember 2022-12-31 0001528356 gne:EnergyContractsAndOptionsMember us-gaap:OtherCurrentLiabilitiesMember 2022-12-31 0001528356 us-gaap:OtherLiabilitiesMember gne:EnergyContractsAndOptionsMember 2022-12-31 0001528356 gne:Atid613Member 2018-09-30 0001528356 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2023-01-01 2023-12-31 0001528356 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2022-01-01 2022-12-31 0001528356 2021-12-31 0001528356 gne:UnitedKingdomOperationsMember 2023-01-01 2023-12-31 0001528356 us-gaap:FairValueMeasurementsRecurringMember 2023-12-31 0001528356 gne:LicensesMember 2023-12-31 0001528356 us-gaap:CustomerRelationshipsMember 2023-12-31 0001528356 us-gaap:TrademarksMember 2023-12-31 0001528356 gne:OperatingLeasesMember 2023-12-31 0001528356 us-gaap:SoftwareDevelopmentMember 2023-12-31 0001528356 us-gaap:ComputerEquipmentMember 2023-12-31 0001528356 us-gaap:OfficeEquipmentMember 2023-12-31 0001528356 us-gaap:ConstructionInProgressMember 2023-12-31 0001528356 gne:SecondQuarterTwoThousandTwentyFiveMember gne:ElectricityCommodityMember 2023-01-01 2023-12-31 0001528356 gne:ThirdQuarterTwoThousandTwentyFiveMember gne:ElectricityCommodityMember 2023-01-01 2023-12-31 0001528356 gne:FourthQuarterTwoThousandTwentyFiveMember gne:ElectricityCommodityMember 2023-01-01 2023-12-31 0001528356 gne:JpmorganMember 2023-12-31 0001528356 us-gaap:ElectricityMember 2023-12-31 0001528356 gne:FirstQuarterTwoThousandTwentySixMember gne:ElectricityCommodityMember 2023-01-01 2023-12-31 0001528356 gne:SecondQuarterTwoThousandTwentySixMember gne:ElectricityCommodityMember 2023-01-01 2023-12-31 0001528356 gne:ThirdQuarterTwoThousandTwentySixMember gne:ElectricityCommodityMember 2023-01-01 2023-12-31 0001528356 gne:SecondQuarterTwoThousandTwentyFiveMember gne:NaturalGasReserveMember 2023-01-01 2023-12-31 0001528356 gne:RenewableEnergyMember 2023-12-31 0001528356 us-gaap:CashMember 2023-12-31 0001528356 us-gaap:TradeAccountsReceivableMember 2023-12-31 0001528356 gne:BpEnergyCompanyAndBpCorporationNorthAmericaIncMember 2023-12-31 0001528356 gne:GenieRetailEnergyMember 2023-12-31 0001528356 gne:ThirdQuarterTwoThousandTwentyFiveMember gne:NaturalGasReserveMember 2023-01-01 2023-12-31 0001528356 gne:FourthQuarterTwoThousandTwentyFiveMember gne:NaturalGasReserveMember 2023-01-01 2023-12-31 0001528356 gne:FirstQuarterTwoThousandTwentySixMember gne:NaturalGasReserveMember 2023-01-01 2023-12-31 0001528356 gne:SecondQuarterTwoThousandTwentySixMember gne:NaturalGasReserveMember 2023-01-01 2023-12-31 0001528356 gne:ThirdQuarterTwoThousandTwentySixMember gne:NaturalGasReserveMember 2023-01-01 2023-12-31 0001528356 gne:GenieRenewablesMember 2023-12-31 0001528356 gne:ElectricitySwapInstrumentsMember gne:LumoSwedenMember 2023-01-01 2023-12-31 0001528356 gne:ElectricitySwapInstrumentsMember gne:LumoSwedenMember 2022-07-13 2022-07-19 0001528356 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2022-01-01 2022-12-31 0001528356 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2023-01-01 2023-12-31 0001528356 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2022-12-31 0001528356 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2022-12-31 0001528356 gne:CustomerAMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001528356 gne:CustomerAMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2022-01-01 2022-12-31 0001528356 gne:CustomerAMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001528356 gne:CustomerBMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2022-01-01 2022-12-31 0001528356 srt:MinimumMember gne:LumoSwedenMember 2022-11-03 0001528356 srt:MaximumMember gne:LumoSwedenMember 2022-11-03 0001528356 us-gaap:CorporateMember 2023-12-31 0001528356 srt:MinimumMember gne:LumoFinlandGrantMember 2022-11-03 0001528356 us-gaap:RestrictedStockMember 2023-12-31 0001528356 srt:MaximumMember gne:LumoFinlandGrantMember 2022-11-03 0001528356 us-gaap:PreferredStockMember 2021-12-31 0001528356 gne:EmployeeMember gne:LumoFinlandGrantMember 2022-11-30 0001528356 gne:EmployeeMember gne:LumoSwedenMember 2022-11-30 0001528356 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001528356 gne:CustomerAMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2022-01-01 2022-12-31 0001528356 gne:CustomerBMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2023-01-01 2023-12-31 0001528356 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel1Member 2023-12-31 0001528356 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2021-12-31 0001528356 us-gaap:RetainedEarningsMember 2021-12-31 0001528356 us-gaap:NoncontrollingInterestMember 2021-12-31 0001528356 gne:IdtCorporationMember 2023-12-31 0001528356 gne:RafaelHoldingsMember 2023-12-31 0001528356 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel2Member 2023-12-31 0001528356 us-gaap:FairValueMeasurementsRecurringMember us-gaap:FairValueInputsLevel3Member 2023-12-31 0001528356 us-gaap:NonrelatedPartyMember 2023-12-31 0001528356 us-gaap:CommonClassBMember us-gaap:RestrictedStockMember 2023-12-31 0001528356 us-gaap:NonrelatedPartyMember 2022-12-31 0001528356 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-12-31 0001528356 us-gaap:CommonClassBMember us-gaap:CommonStockMember 2021-12-31 0001528356 us-gaap:MachineryAndEquipmentMember srt:MinimumMember 2023-12-31 0001528356 us-gaap:RelatedPartyMember 2023-12-31 0001528356 gne:ComputerSoftwareAndDevelopmentMember srt:MinimumMember 2023-12-31 0001528356 us-gaap:CommonClassBMember gne:EmployeeMember gne:LumoFinlandAndLumoSwedenMember 2022-11-03 2022-11-03 0001528356 us-gaap:CommonClassBMember gne:EmployeeMember gne:LumoFinlandAndLumoSwedenMember 2022-11-03 0001528356 gne:SolarSystemFacilitiesMember gne:SpecialPurposeEntitiesWhichOperatesInOhioAndMichiganMember gne:OchHoldingCompanyAndEntrustGreenInitiativeFundLlcMember 2023-11-03 2023-11-03 0001528356 us-gaap:RelatedPartyMember 2022-12-31 0001528356 us-gaap:TreasuryStockCommonMember 2021-12-31 0001528356 gne:ComputersAndComputerHardwareMember srt:MinimumMember 2023-12-31 0001528356 us-gaap:TreasuryStockCommonMember 2022-01-01 2022-12-31 0001528356 us-gaap:TreasuryStockCommonMember 2022-12-31 0001528356 gne:OfficeEquipmentAndOtherMember srt:MinimumMember 2023-12-31 0001528356 us-gaap:MachineryAndEquipmentMember srt:MaximumMember 2023-12-31 0001528356 us-gaap:TreasuryStockCommonMember 2023-01-01 2023-12-31 0001528356 us-gaap:TreasuryStockCommonMember 2023-12-31 0001528356 us-gaap:SegmentContinuingOperationsMember 2023-12-31 0001528356 gne:ComputerSoftwareAndDevelopmentMember srt:MaximumMember 2023-12-31 0001528356 gne:ComputersAndComputerHardwareMember srt:MaximumMember 2023-12-31 0001528356 us-gaap:SegmentContinuingOperationsMember 2022-12-31 0001528356 gne:OfficeEquipmentAndOtherMember srt:MaximumMember 2023-12-31 0001528356 us-gaap:TrademarksMember srt:MinimumMember 2023-12-31 0001528356 us-gaap:TrademarksMember srt:MaximumMember 2023-12-31 0001528356 us-gaap:NonUsMember 2023-01-01 2023-12-31 0001528356 srt:MaximumMember gne:NonCompeteAgreementMember 2023-12-31 0001528356 us-gaap:NonUsMember 2022-01-01 2022-12-31 0001528356 us-gaap:CustomerRelationshipsMember gne:LicensesMember 2023-12-31 0001528356 us-gaap:SegmentContinuingOperationsMember country:US 2023-12-31 0001528356 us-gaap:SegmentContinuingOperationsMember country:US 2022-12-31 0001528356 us-gaap:SegmentContinuingOperationsMember us-gaap:NonUsMember 2023-12-31 0001528356 us-gaap:SegmentContinuingOperationsMember us-gaap:NonUsMember 2022-12-31 xbrli:shares xbrli:pure iso4217:EUR iso4217:ILS iso4217:USD iso4217:USD xbrli:shares gne:Item gne:Entities
 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

☒ Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2023,

 

or

 

☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934.

 

Commission File Number:1-35327

 

Genie Energy Ltd.

(Exact name of registrant as specified in its charter)

 

Delaware

 

45-2069276

(State or other jurisdiction of incorporation or organization) 

 

(I.R.S. Employer Identification No.)

 

520 Broad Street, Newark, New Jersey 07102

(Address of principal executive offices, zip code)

 

(973) 438-3500

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: 

 

Title of each class

Trading Symbol

Name of each exchange on which registered

Class B common stock, par value $0.1 per share

GNE 

New York Stock Exchange

 

Securities registered pursuant to section 12(g) of the Act: None 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 


Large accelerated filer ☐

Accelerated filer ☒

Non-accelerated filer ☐

Smaller reporting company ☒

 

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. ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐


Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

 

The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant, based on the closing price on June 30, 2023 (the last business day of the registrant’s most recently completed second fiscal quarter) of the Class B common stock of $14.14 per share, as reported on the New York Stock Exchange, was approximately $306.6 million.

 

As of March 13, 2024, the registrant had outstanding 25,785,839 shares of Class B common stock and 1,574,326 shares of Class A common stock. Excluded from these numbers are 2,992,970 shares of Class B common stock held in treasury by Genie Energy Ltd.


DOCUMENTS INCORPORATED BY REFERENCE

 

The definitive proxy statement relating to the registrant’s Annual Meeting of Stockholders, to be held May 8, 2024, is incorporated by reference into Part III of this Form 10-K to the extent described therein.

 

 

 


 

Index

Genie Energy Ltd.

 

Annual Report on Form 10-K

 


Part I 1
   
Item 1. Business. 1
Item 1A. Risk Factors. 14
Item 1B. Unresolved Staff Comments. 22
Item 1C. Cybersecurity. 22
Item 2. Properties. 23
Item 3. Legal Proceedings. 23
Item 4. Mine Safety Disclosures. 23
   
Part II 24
   
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 24
Item 6. Selected Financial Data. 25
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 25
Item 7A. Quantitative and Qualitative Disclosures about Market Risks. 40
Item 8. Financial Statements and Supplementary Data. 40
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 40
Item 9A. Controls and Procedures. 40
Item 9B. Other Information. 41
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection. 41
   
Part III 42
   
Item 10. Directors, Executive Officers and Corporate Governance. 42
Item 11. Executive Compensation. 42
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 42
Item 13. Certain Relationships and Related Transactions, and Director Independence. 42
Item 14. Principal Accounting Fees and Services. 42
   
Part IV 43
   
Item 15. Exhibits, Financial Statement Schedules. 43
Item 16. Form 10-K Summary 44
   
Signatures 45

  

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 OVERVIEW

 

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; 
    • CityCom Solar (“CityCom”) marketer of community solar energy solutions; and
    • Diversegy LLC (“Diversegy”) provides energy brokerage and advisory services to C&I customers. 

The Company through its wholly-owned 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. Mirabito supplies natural gas to commercial customers in Florida. 


Genie Renewables consists of our 95.5% interest in Genie Solar, an integrated solar energy company, our 92.8% interest in CityCom Solar, a marketer of community solar and other sales solutions and 91.5% interest in Diversegy, an energy broker.


Genie Solar holds our 80.0% interest in Sunlight Energy, a solar energy developer and operator and our 60.0% interest in Prism Solar Technologies (“Prism”) which designs and manufactures specialized solar panels.


DISCONTINUED OPERATIONS IN UNITED KINGDOM, FINLAND AND SWEDEN


Previously, the company had a third segment, GREI, which supplied electricity and natural gas to residential and small business customers in certain markets in Europe. The comp any operated Orbit Energy Limited ("Orbit”), which operated in the United Kingdom, Lumo Energia Oyj (“Lumo Finland”) which operated in Finland and Lumo Energi AB (“Lumo Sweden”) which operated in Sweden.


On November 29, 2021, Orbit was declared insolvent and its customers were transferred to the “supplier of last resort.” Effective December 1, 2021, the administration of Orbit was transferred to third-party Administrators. The accounts of Orbit were deconsolidated from those of the Company effective December 1, 2021.


On November 28, 2023, the administration of Orbit ceased and the control of Orbit reverted back to the Company from the Administrators. The accounts of Orbit were consolidated with those of the Company effective November 28, 2023.


In the third quarter of 2022, the Company decided to discontinue the operations of Lumo Energia Oyj (“Lumo Finland”) and Lumo Energi AB (“Lumo Sweden”). In July 2022, the Company entered into a series of transactions to sell most of the electricity swap instruments held by Lumo Sweden. The Company also entered into a series of transactions to transfer the customers of Lumo Finland and Lumo Sweden to other suppliers.


In November 2022, Lumo Finland declared bankruptcy and the administration of Lumo Finland was transferred to an administrator (the “Lumo Administrators”). All assets and liabilities of Lumo Finland remain with Lumo Finland, in which the Company retains its ownership interest, however, the management and control of Lumo Finland were transferred to the Lumo Administrators. Since the Company lost control of the management of Lumo Finland in favor of the Lumo Administrators, the accounts of Lumo Finland were deconsolidated effective November 9, 2022.


1

We account for the operations in the United Kingdom, Finland and Sweden as discontinued operations.


Following the discontinuance of operations of Lumo Finland and Lumo Sweden, GRE International ceased to be a separate segment and certain GREI's assets and liabilities and operations were classified as discontinued operations and the segment's remaining assets and liabilities and results of continuing operations of GRE International were combined with corporate.


REPORTABLE SEGMENTS


We have two reportable business segments: GRE and Genie Renewables. Our reportable segments are distinguished by types of service, customers and customer geography. Financial information by segment and geographic areas is presented in “Note 18 — Business Segment and Geographic Information” in the Notes to our Consolidated Financial Statements in this Annual Report.

 

GENERAL BUSINESS INFORMATION

 

Our main offices are located at 520 Broad Street, Newark, New Jersey 07102. Our telephone number is (973) 438-3500 and our web site is www.genie.com.

 

We make available free of charge through the investor relations page of our web site (http://genie.com/investors/sec-filings/) our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to these reports, and all beneficial ownership reports on Forms 3, 4 and 5 filed by directors, officers and beneficial owners of more than 10% of our equity securities as soon as reasonably practicable after such material is electronically filed with the Securities and Exchange Commission. We have adopted a Code of Business Conduct and Ethics for all of our employees, including our principal executive officer and principal financial officer. Copies of our Code of Business Conduct and Ethics are available on our web site.

 

No portion of our web site (https://genie.com), including the various pages thereof (e.g. the investor relations pages and the materials available thereon) and the information contained therein or incorporated therein are incorporated into this Annual Report on Form 10-K or our other filings with the Securities and Exchange Commission.

 

KEY EVENTS IN OUR HISTORY

 

In November 2004, IDT Corporation, or IDT, our former corporate parent, launched a retail energy provider business in New York State under the brand name IDT Energy.

 

In October 2011, we were spun-off by IDT and became an independent public company with our Class B common stock listed on the New York Stock Exchange.

 

In November 2016, GRE purchased Retail Energy Holdings, LLC, which operated REPs under the brand name Town Square Energy. 

 

In August 2017, GRE acquired Mirabito Natural Gas, a commercial supplier located in Florida. The acquisition expanded GRE’s serviceable markets into Florida.


In October 2018, we acquired a 60.0% interest in Prism, a solar solutions company that is engaged in U.S.-based manufacturing of solar panels, solar installation design and project management. 


In July 2019, we launched our Southern Federal Power REP and entered the energy supply market in Texas.


In 2022, Genie Solar began to focus on developing utility scale solar projects that it will own and separate.


In July 2022, we established Sunlight Energy, an investment vehicle to finance ownership of Genie Renewable-originated solar generation projects and projects developed by third parties.


In December 2022, Genie Solar obtained the notice to proceed for its first company-owned project, a 4-megawatt, or MW community solar firm in upstate New York.


In November 2023, we acquired a portfolio of ten operating solar system facilities in Ohio and Michigan and agreed to purchase an additional solar system facility in Indiana from the same owners, subject to the satisfaction of certain closing conditions, which were met in February 2024.


2


RECENT DEVELOPMENTS


In April 2023, Genie Solar broke ground on its first company-owned solar generation project in Upstate New York.


In June 2023, we announced the redemption of all remaining outstanding shares of our Series A 2012 Preferred Stock.


In July 2023, Genie Solar announced that it had achieved notice to proceed (NTP) on its second company owned project, a 6.25 MW array also in Upstate New York.


DIVIDENDS

 

We pay a quarterly dividend on our Class A and Class B common stock and, prior to redemption of all outstanding shares of our Series 2012-A Preferred Stock (the “Preferred Stock”), on our Preferred Stock.


The aggregate dividends paid in the year ended December 31, 2023 on our  Class A and Class B common stock (the “Common Stock”) was $8.0 million, as follows:

 

 

●

On March 1, 2023, we paid a quarterly dividend of $0.0750 per share on our Common Stock for the fourth quarter of 2022 to stockholders of record at the close of business on February 21, 2023.

 

 

●

On May 30, 2023, we paid a quarterly dividend of $0.0750 per share on our Common Stock for the first quarter of 2023 to stockholders of record at the close of business on May 19, 2023.

 

 

●

On August 21, 2023, we paid a quarterly dividend of $0.0750 per share on our Common Stock for the second quarter of 2023 to stockholders of record at the close of business on August 14, 2023.

 

 

●

On November 21, 2023, we paid a quarterly dividend of $0.0750 per share on our Common Stock for the third quarter of 2023 to stockholders of record as of the close of business on November 13, 2023.

 

On February 28, 2024, we paid a quarterly dividend of $0.075 per share on our Common Stock for the fourth quarter of 2023 to stockholders of record as of the close of business on February 20, 2024.


On February 7, 2022, the Board of Directors of the Company authorized a program to redeem, beginning, in the second quarter of 2022, up to $1.0 million per quarter of our Preferred Stock at the liquidation preference of $8.50 per share.  In 2023 and 2022, we redeemed 983,385 and 1,339,341 shares of Preferred Stock, respectively, at the liquidation preference of $8.50 for an aggregate amount of $8.4 million and $ 11.4 million, respectively.  


Prior to redemption of all outstanding shares of Preferred Stock, we paid a quarterly dividend on our Preferred Stock. The aggregate dividend paid in the year ended December 31, 2023 on our Preferred Stock was $0.9 million, as follows:

 

 

●

On February 15, 2023, we paid a quarterly Base Dividend of $0.1594 per share on our Preferred Stock for the fourth quarter of 2022 to stockholders of record at the close of business on February 7, 2023.

 

 

●

On May 15, 2023, we paid a quarterly Base Dividend of $0.1594 per share plus Additional Dividends of $0.5301 per share on the outstanding shares of Preferred Stock for the first a quarter of 2023 to stockholders of record at the close of business on May 5, 2023.

 

On December 31, 2022, we accrued Additional Dividends of $0.5301 per share on our Preferred Stock, equal to an aggregate of $0.5 million. The accrual was made in light of the performance of GRE through December 31, 2022. and was paid on May 15, 2023.


3


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 a rate faster than customers lost through attrition or churn – as well as through acquisitions of other REPs and books of business. New customers are generally acquired through a combination of marketing and sales channels including door-to-door solicitation, telemarketing, online and digital marketing, direct mail, and municipal aggregation through a competitive bidding for exclusive contracts awarded by certain municipalities, where authorized by state laws. These municipal aggregation contracts award participating residents’ electricity supply to a single supplier at a fixed price that is typically established through a competitive bidding process. 

 

4

 

GRE evaluates its customer base both in terms of the numbers of commodity meters served and the number of Residential Customer Equivalents ("RCEs") represented by these meters. An RCE is a unit of measure denoting the typical annual commodity consumption of a single-family residential customer. One RCE represents 1,000 therms of natural gas or 10,000 kWh of electricity.


Customer churn is a significant factor in the REP business. GRE's REPs' monthly churn rates average between four and seven percent per month. Customer churn tends to decrease when commodity prices fall, when weather-driven consumption decreases, when the price to REP customers decreases relative to competitors including the incumbent utility provider, or when the REPs incentivize customer tenure. Customer churn tends to increase when commodity prices rise, when weather driven consumption increases or spikes, or when the price to REP customers increases relative to the prices charged by competitors including incumbent utility providers. Newly acquired customers typically have higher rates of churn than longer-tenured customers. Expiration of municipal aggregation deals also impacts churn as the customers are moved to the new supplier.

 

GRE’s revenue represented approximately 95.6% and 96.3% of our total consolidated revenue in 2023 and 2022, respectively. In 2023, GRE generated revenue of $409.9 million comprised of $350.8 million from sales of electricity and $56.0 million from sales of natural gas, as compared with revenue of $304.0 million in 2022, comprised of $241.8 million from the sales of electricity and $62.1 million from the sales of natural gas. GRE's electricity sales as a percentage of total sales have increased in recent years as our sales channels have acquired more electric customers than gas customers. The change in the electric and natural gas proportions is due to the Company's expansion and growth in states where only electricity has been deregulated such as Massachusetts and Texas.

 

GRE’s REP revenue is seasonal. Approximately 48.1% and 39.7% of our natural gas revenues in 2023 and 2022, respectively, were generated during the first quarter, when the demand for heating in our service areas tends to be highest. Although the demand for electricity is not as seasonal as natural gas, approximately 32.5% and 30.5% of total revenues from electricity sales in 2023 and 2022, respectively, were generated in the third quarter when the demand for cooling in our service areas tends to be highest.

 

Severe and unusual weather patterns can significantly impact GRE’s financial results. Examples, a polar vortex that impacted the northeast in the first quarter of 2014 and WinterStorm Uri that impacted Texas in the first quarter of 2021.


Potential global climate change may produce, among other possible conditions, unusual variations in temperature and weather patterns, resulting in unusual weather conditions, more intense, frequent and extreme weather events and other natural disasters. Some climatologists believe that these extreme weather events will become more common and more extreme, which will have a greater impact on our operations.


As of December 31, 2023, GRE serviced 361,000 meters (279,000 electric and 82,000 natural gas), compared to 275,000 meters (196,000 electric and 79,000 natural gas) as of December 31, 2022. As of December 31, 2023, GRE has 350,000 RCEs (272,000 electric and 78,000 natural gas), compared to 262,000 RCEs (181,000 electric and 81,000 natural gas) as of December 31, 2022.

 

REP Industry Overview

 

REPs operate in deregulated retail energy markets in the US. REPs purchase electricity and natural gas on the wholesale markets and resell these commodities to their customers including homeowners, renters and small to mid-sized commercial and governmental operations and institutions. Generally, incumbent local utilities continue to handle electricity and natural gas distribution, billing, and collections. The utilities remit the proceeds collected for the commodity supply portion of their bills less certain fees to the REPs.

 

REPs generally have no significant fixed assets and low levels of capital expenditure. Their cost of revenue is incurred to purchase electricity and natural gas in their respective wholesale markets and other factors. Selling, general and administrative expenses are primarily related to customer acquisition, customer retention, billing and purchase of receivables, or POR, fees paid to the utilities, and program management.

 

As of December 31, 2023, there were thirty U.S. states in which there is some level of energy deregulation. We currently market in all the states where residential deregulation covers both electricity and natural gas, and in some states, where residential deregulation covers only one commodity. We are in the process of applying for licenses or setting up operations in certain such states and are constantly evaluating market opportunities in others. 


Some competitors in certain REP markets have engaged in unfair business practices in order to recruit new customers. These practices can create an unfavorable impression about our industry with consumers, regulators or political bodies. Further, such practices can lead to regulatory action that negatively impact us and the industry.

 

5

 

Marketing

 

The services of GRE’s REPs - IDT Energy, Residents Energy, TSE, SFP and Mirabito - are made available to customers under several offerings with distinct terms and conditions. The offerings include variable rate programs whose prices change month-to-month, fixed contracts whose unit price remains the same for the agreed upon term and renewable contracts. A significant portion of our customer base is enrolled in variable rate products, which enable us to adjust the rates we charge to our customers. The frequency and degree of these rate adjustments are determined by GRE. Variable rate products are available to all customers in all states served by GRE’s REPs except for Connecticut.

 

As of December 31, 2023, customers on variable rate products constituted approximately 43.5% of our consolidated revenue. The balance comprised customers on fixed rate agreements. 

 

GRE’s REPs offer renewable or green energy supply options in all their markets. Renewable electricity supply is 100% matched with renewable energy certificates, or RECs, that reflect the generation of electricity from sources such as hydro-electric wind, solar and biomass.

 

The electricity and natural gas we sell through all of our offerings are metered and delivered to customers by the local utilities. The utilities also provide billing and collection services for the majority of our customers. 


In many states, GRE’s REPs’ receivables are purchased by the utilities in their territories for a percentage of their face value. In exchange, the utility accepts a first priority lien against the customer receivable without recourse to the REP. Programs operating within this framework are preferred to as purchase of receivables, or POR, programs, and they mitigate our credit risk. Over the course of 2023, the associated cost was approximately 0.9% of GRE's revenue. At December 31, 2023, 84.4% of GRE’s net accounts receivable were under a POR program.


Certain utilities in Connecticut, Ohio, New York, Pennsylvania, Illinois, Washington, D.C., Massachusetts and Maryland offer POR programs, without recourse. These programs permit customers with past-due balances to remain in the POR and consolidated bill programs. However, utilities in New Jersey generally do not permit customers with past-due balances beyond 120 days to enroll or remain in their POR programs. After a certain amount of time (determined based on the specific commodity), the REP becomes responsible for the billing and collection of the commodity portion of the future invoices for its delinquent customers. Certain utilities in Delaware, Illinois, New Hampshire, Ohio and Rhode Island do not offer POR, but they do offer consolidated billing. In Florida and Texas, there are no POR programs.

 

GRE targets markets in which we can procure energy in an efficient and transparent manner. We seek to purchase wholesale energy where there is a real-time market that reflects a fair commodity price for all participants. This allows GRE to reflect a true market cost base and adjust its rates to its variable rate customers taking into account prevailing market rates.

 

We regularly monitor deregulated or deregulating markets in states where we do not yet operate to determine whether and under what conditions we could operate profitability. We may initiate the licensing process in a selected region to facilitate entry into that region contingent upon favorable deregulatory developments.


6

Procurement and Management of Gas and Electric Supply


Certain of GRE's REPs are party to an Amended and Restated Preferred Supplier Agreement with BP Energy Company, or BP, through November 30, 2026. Under the agreement, the REPs purchase electricity and natural gas at the market rate plus a fee. The obligations to BP are secured by a first security interest in deposits or receivables from utilities in connection with their purchase of the REP’s customer’s receivables, and in any cash deposits or letters of credit posted in connection with any collateral accounts with BP. The ability to purchase electricity and natural gas under this agreement is subject to satisfaction of certain conditions including the maintenance of certain covenants. At December 31, 2023, the Company was in compliance with such covenants.

 

GRE is required to meet certain minimum green energy supply criteria in many of the markets in which it operates. We meet those thresholds by acquiring renewable energy certificates, or RECs. In addition, GRE offers green or other renewable energy products to its customers in all of the territories in which we operate. GRE acquires green renewable energy conversion rights or attributes and RECs to satisfy the load requirements for these customers.

 

GRE does not own electrical power generation, transmission, or distribution facilities, or natural gas production, pipeline or distribution facilities. For their natural gas supply, GRE’s REPs currently contract with Dominion Transmission, Inc., National Fuel Supply, Williams Gas Pipeline and Texas Eastern Transmission and others for natural gas pipeline, storage and transportation services. For electricity supply, they utilize the New York Independent System Operator, Inc., or NYISO, and PJM Interconnection, LLC, or PJM, for electric transmission and distribution. NYISO operates the high-voltage electric transmission network in New York State, and administers and monitors New York’s wholesale electricity markets. PJM is a regional transmission organization that coordinates the movement of wholesale electricity in all or parts of thirteen states (including New Jersey, Pennsylvania, Maryland and Illinois) and the District of Columbia. In Texas, SFP acquires power through the Electric Reliability Council of Texas (ERCOT).

 

For risk management purposes, GRE’s REPs utilize forward physical delivery contracts for a portion of their purchases of electricity and natural gas, which are defined as commodity derivative contracts. In addition, GRE’s REPs enter into put and call options as hedges against unfavorable fluctuations in market prices of electricity and natural gas.

 

The ISOs perform real-time load balancing for each of the electrical power grids in which GRE REPs operate. Similarly, load balancing is performed by the utilities or local distribution company, or LDC, for each of the natural gas markets in which GRE operates. Load balancing ensures that the amount of electricity and natural gas that GRE’s REPs purchase is equal to the amount necessary to service its customers’ demands at any specific point in time. GRE’s REPs are charged or credited for balancing the electricity and natural gas purchased and sold for their account by their suppliers and the LDCs. GRE’s REPs manage the differences between the actual electricity and natural gas demands of their customers and their bulk or block purchases by buying and selling in the spot market, and through monthly cash settlements and/or adjustments to future deliveries in accordance with the load balancing performed by utilities, LDCs, and/or ISOs.


Competition

 

As an operator of REPs, GRE often competes with the local utility companies in each of the markets in which it provides services and with many other licensed REPs. In some markets, competitor REPs are affiliated with local utilities. GRE also competes with several large vertically integrated energy companies as well as smaller independent operators. Competition with the utilities and REPs impacts GRE’s gross margins, customer acquisition rates and customer churn rates.

 

REPs and utilities offering fixed rate products or guaranteed pricing often are unable to change their sell rates offered to customers in response to underlying commodity price volatility. In a downward moving commodity cost environment, variable rate REPs typically become more competitive as they benefit from the lag that utilities experience in reducing their sell rate to reflect the lower commodity costs, and they may benefit from decreases in margin pressure, improvements in the customer acquisition environment, and lower rates of churn. In a rising commodity cost environment, REPs that offer variable rate products, and reflect real-time commodity costs, will typically become less competitive with fixed rate providers, experience increased margin pressure, a more challenging customer acquisition environment and higher rates of customer churn.

 

Increasing our market share depends in part on our ability to persuade more customers to switch from other providers to one of our REPs at a higher rate than our customers churn to other providers. Moreover, local utilities and some REPs may have certain advantages such as name recognition, financial strength and long-standing relationships with customers. Persuading potential customers to switch to GRE requires significant marketing and sales operations.

 

Regulation 

 

REPs such as ours must be licensed in each state and utility service territory in which they operate. Each is subject to the rules and regulations governing the operations of REPs in each jurisdiction.

 

7

 

Although the rates charged by GRE’s REPs are not regulated in the same way as the rates of utility companies, the manner in which the REPs market to potential customers, and the relationships between the REPs and their customers, are heavily regulated. GRE’s REPs must also comply with various quarterly and/or annual reporting requirements in order to maintain their eligibility to provide service. In certain jurisdictions the REPs are required to publish product offers with the applicable regulatory commissions, or in the public domain, generally on a website established for such purpose. In addition to the regulations that govern the relationships between GRE’s REPs and their customers, GRE’s REPs also maintain specific Terms & Conditions or Terms of Service for each product in each jurisdiction that the parties agree to be bound by.

 

From time to time, the Company is party to legal proceedings that arise in the ordinary course of business including those with utility commissions or other government regulatory or law enforcement agencies. 


As of December 31, 2023, GRE’s REPs operate in Washington D.C., New York, Pennsylvania, New Jersey, Maryland, Illinois, Indiana, Ohio, Michigan, New Hampshire, Rhode Island, Connecticut, Florida, Massachusetts, Delaware, Maine, Texas and Georgia. The federal government and related public service/utility commissions, among others, establish the rules and regulations for our REP operations.


Like all operators of REPs, GRE is affected by the actions of governmental agencies, mostly on the state level, by the respective state Public Service/Utility Commissions, and other organizations (such as NYISO, ERCOT and PJM) and indirectly by the Federal Energy Regulatory Commission, or FERC. Regulations applicable to electricity and natural gas have undergone substantial changes over the past several years as a result of restructuring initiatives at both the state and federal levels. We may be subject to new laws, orders or regulations or the revision or interpretation of existing laws, orders or regulations.

Environment


In March 2021, the Biden Administration announced a framework for the "Build Back Better" agenda. The proposed framework included policies to address climate change across the federal government through the tax code, an energy efficiency and clean energy standard, research and development, among other areas of focus.


In April 2021, President Biden announced that the United States' Nationally Defined Contribution to the international Paris Climate Agreement will be an economy-wide reduction in greenhouse gas emissions ("GHG") emissions of 50-52% by 2030, relative to 2005 levels. In advance of the November 2021 Conference of the Parties 26 meeting in Glasgow, Scotland, the Biden Administration released details on its strategy to achieve those targets as part of the "Build Back Better" agenda.


On August 16, 2022, President Biden signed the Inflation Reduction Act ("IRA"), which aims to reduce U.S. carbon emissions and promote economic development through investments in clean and renewable energy projects. The consumer-facing clean energy tax credits created or expanded by the IRA are intended to drive rapid adoption of energy efficiency, electric transportation, and solar energy which would require the utility industry to expand and modernize infrastructure, systems and services to integrate and optimize these resources.


In addition to climate-related initiatives at the federal level, some states have adopted provisions designed to regulate GHG emissions and renewable and other portfolio standards, which impact the power sector. See discussion below for additional information on renewable and other portfolio standards.

 

Certain northeast and mid-Atlantic states (Connecticut, Delaware, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, Vermont, Virginia) currently participate in the Regional Greenhouse Gas Initiative ("RGGI"). The program requires most fossil fuel-fired power plant owners and operators in the region to hold allowances, purchased at auction, for each ton of carbon dioxide emissions. Non-emitting resources do not have to purchase or hold these allowances. Pennsylvania joined RGGI in April 2022.

 

Broader state programs impact other sectors as well, such as the District of Columbia's Clean Energy DC Omnibus Act and cross-sector GHG reduction plans. Maryland expects to meet and exceed the mandate set in the Greenhouse Gas Emissions Reduction Act to reduce statewide GHG emissions 40% (from 2006 levels) by 2030, and the state’s Climate Solutions Now Act of 2022 further updates requirements with a proposal to reduce emissions 60% (from 2006 levels) by 2031. New Jersey accelerated its goals through Executive Order 274, which establishes an interim goal of 50% reductions below 2006 levels by 2030 and affirms its goal of achieving 80% reductions by 2050 and includes programs to drive greater amounts of electrified transportation. Delaware's Climate Change Solutions Act established in August 2023 sets a statewide GHG emissions reduction goal of 50% by January 1, 2030 and a net-zero GHG emissions goal by January 1, 2050, on a net basis as compared to a 2005 baseline. Illinois’ climate bill, Clean Energy Jobs Act, establishes decarbonization requirements for the state to transition to 100% clean energy by 2050 and supports programs to improve energy efficiency, manage energy demand, attract clean energy investment and accelerate job creation. 

 

The Company cannot predict the nature of future regulations or how such regulations might impact its future operations.


8

The adoption and implementation of any foreign laws or regulations imposing obligations on, or limiting GHG emissions from, our equipment and operations could adversely affect pricing or demand for our offerings. We may not be able to pass on increases in costs to customers. In addition, changes in regulatory policies that result in a reduction in the demand for hydrocarbon products and carbon-emitting fuel sources that are deemed to contribute to climate change, or restrict the use of such products or fuel sources, may reduce demand for our offerings or impact the energy supply markets.


Employees


As of March 1, 2024, GRE employed 159 employees, 64 of whom are located in the Jamestown, New York office, 60 of whom are located in our New Jersey office, 20 of whom are located in our Arizona office and 15 of whom are located in Texas with SFP.


Genie Renewables

 

Overview


Genie Renewables is comprised of businesses that market and provide renewable and other energy solutions. Genie Renewables currently consists of (i) our 95.5% interest in Genie Solar, (ii) our 92.8% interest in CityCom, and (iii) our 91.5% interest in Diversegy.


Genie Solar is a developer, owner and operator of large-scale roof, ground and carport-based photovoltaic ("PV") and energy storage systems, serving commercial and industrial, public sector and community solar customers. Our goal is to offer a clean electrification ecosystem for our customers and stakeholders leveraging best-in-class technology and operations. We utilize in-house expertise to source, develop, build and provide operations and maintenance services for our assets. Genie Solar holds our 80.0% interest in Sunlight Energy, a solar energy developer and operator and our 60.0% interest in Prism which designs and manufactures specialized solar panels.


CityCom Solar operates as a customer acquisition solution for the rapidly expanding community solar industry, as well as other products and services.


Diversegy is a commercial energy broker and advisor to industrial, commercial and municipal customers across deregulated energy markets in the U.S. It also offers ancillary energy services in both deregulated and regulated state markets.


Market

 

Genie Solar and CityCom Solar are primarily engaged in different business areas within the solar industry.


Solar energy is one of the fastest growing forms of renewable energy with numerous economic and environmental benefits that make it an attractive complement to and/or substitute for traditional forms of energy generation. Demand for renewable energy has accelerated recently with the renewable targets and decarbonization goals across all industry segments, including the public sector, the private sector and residential customers.


In recent years, the price of solar power systems, and accordingly the cost of producing electricity from such systems, has dropped to levels that are competitive with or even below the wholesale price of electricity in many markets. Worldwide solar markets continue to develop, aided by the above factors as well as demand elasticity resulting from declining industry average selling prices, both at the module and system level, which make solar power more affordable. 


Multiple markets within the United States, exemplify favorable characteristics for a solar market, including (i) sizeable electricity demand, particularly around growing population centers and industrial areas; (ii) strong demand for renewable energy generation; and (iii) abundant solar resources. In those areas and applications in which these factors are more pronounced, our solar energy solutions compete favorably on an economic basis with traditional forms of energy generation.


9

Diversegy competes for industrial, commercial and municipal customers in markets across the United States.


Business Operations


Genie Solar is a developer, owner and operator of large-scale roof, ground and carport-based PV and energy storage systems, serving commercial and industrial, public sector and community solar customers. Genie Solar holds our 80.0% interest in Sunlight Energy, a solar energy developer and operator and our 60.0% interest in Prism which designs and manufactures specialized solar panels.


Genie Solar targets projects with attractive return characteristics that are usually in the 1-15 MW range. Projects are either Distributed Generation (DG) where the power is used by customers in a defined proximity to the project or “behind the meter” where the power is consumed by a customer on the same premise as the project.


Our current portfolio consists of an 9.4 MW operating portfolio of projects in Ohio and Michigan, ~10 MW of community Solar projects in NY that are at the construction phase 6 MW of projects in permitting and an additional 72MW of projects under site control.


In 2023, Genie Solar accounted for 1.0% and 23.8% of our consolidated revenue and Genie Renewables segment's revenue, respectively.


CityCom Solar operates as a customer acquisition solution for the rapidly expanding community solar industry, as well as other products and services.


In 2023, CityCom Solar accounted for 1.6% and 36.9% of our consolidated revenue and Genie Renewables segment's revenue, respectively.


Diversegy is a commercial energy broker and advisor to industrial, commercial and municipal customers across deregulated energy markets in the U.S. It also offers ancillary energy services in both deregulated and regulated state markets.


Diversegy works with clients to maximize the benefits afforded by energy deregulation through the solicitation and analysis of competing offers from its supplier-partners. This service is typically provided at no cost to our clients.


In 2023, Diversegy accounted for 1.7% and 39.3% of our consolidated revenue and Genie Renewables segment's revenue, respectively.


Regulations


On May 23, 2023, the EPA published in the Federal Register proposed new source performance standards under Clean Air Act (CAA) section 111(b) that would establish standards of performance for emissions of greenhouse gases (expressed as carbon dioxide (CO2)) for newly constructed, modified, and reconstructed fossil fuel-fired electric utility steam generating units and fossil fuel-fired stationary combustion turbines. On that same day, in a separate rulemaking under CAA section 111(d), the EPA published proposed emission guidelines for states to use in developing plans to limit CO2 emissions from existing fossil fuel-fired electric generating units and certain large existing stationary combustion turbines.


Additionally, a number of federal regulations have increased the cost of fossil generation across the country over the last several decades. The Clean Air Act of 1970 originally provided the EPA with authority to regulate emissions, but it was not until the 2000s that EPA restrictions on sulfur dioxide and nitrogen oxides emissions required installation of scrubbers or other emissions control equipment. More recently, EPA’s continued air quality level regulations have driven controls on all types of units along with stringent operational limitations. EPA has also set broader standards for greenhouse gas emissions particularly from new, modified, and reconstructed fossil-fired power plants forcing efficiency improvements and increasing maintenance costs. At the state level, a number of carbon pricing schemes have been implemented, including a cap-and-trade program in California and a carbon tax in the Northeast via the RGGI.


10

In addition, the Biden Administration continues to propose legislation and both regulatory and executive actions to help accelerate the clean energy transition, including new tax incentives, additional restrictions on methane and other GHG emissions, and other policies intended to combat climate change. For example, in December 2021, President Biden signed an executive order calling for the federal government to achieve net zero emissions by 2050, with a 65% reduction by 2030. The order specifically directs the federal government to use its scale and procurement power to achieve 100% carbon pollution-free electricity by 2030, with at least half coming from locally supplied clean energy, as well as 100% zero-emission vehicle acquisitions by 2035 and a net-zero emissions building portfolio by 2045, all of which may contribute to increased demand for alternative energy technologies, including renewable energy and energy storage. The Administration has also set a goal of economy-wide net zero emissions in the United States by 2050.


Government Incentives


The U.S. federal government provides an uncapped investment tax credit, or “Federal ITC,” that originally allowed a taxpayer to claim a credit of 30% of qualified expenditures for a residential or commercial solar generation facility. The Tax Act did not make any changes to the existing laws surrounding tax credits for renewable energy. The Federal ITC is currently at 26% for a solar generation facility. A permanent 10% Federal ITC is available for non-residential solar generation facility construction that begins on or after January 1, 2022.


On August 16, 2023, the Inflation Reduction Act (IRA) was enacted. The IRA extended the ITC through December 31, 2025, for solar, wind, geothermal, biogas, combined heat and power ("CHP") facilities, and microgrid projects that begin construction before December 31, 2025. The IRA established a Federal ITC level of 30.0 % for all projects that meet Prevailing Wage and Apprenticeship standards as well as additional 10.0% - 20.0% credits for projects that meet certain domestic materials requirements, placement within an energy community or placement within an environmental justice area. The IRA also allows for interconnection costs within qualified ITC costs and extends the Federal ITC for eligible costs associated with standalone energy storage.


Many states offer a personal and/or corporate investment or production tax credit for renewable energy facilities, which is additive to the Federal ITC. Further, more than half of the states, and many local jurisdictions, have established property tax incentives for renewable energy facilities that include exemptions, exclusions, abatements and credits. Many renewable energy facilities in the U.S. have been financed with a tax equity financing structure, whereby the tax equity investor is a member holding equity in the limited liability company that directly or indirectly owns the solar generation facility or wind power plant and receives the benefits of various tax credits. Additionally, Solar Development often benefits from state incentives that may provide valuable Renewable Energy Certificates, cash refunds and/or guaranteed revenue per unit of electricity produced by utility scale solar projects like community solar.

 

Many states also have adopted procurement requirements for renewable energy production. Thirty states, Washington, D.C., and two territories have active renewable or clean energy requirements, while an additional 3 states and 1 territory have set voluntary renewable energy goals. Renewable portfolio standard ("RPS") legislation has seen two opposing trends in recent years. On one hand, many states with RPS targets are expanding or renewing those goals. Since 2018, 15 states, 2 territories, and Washington, D.C., have passed legislation to increase or expand their renewable or clean energy targets. Eleven states and one territory have allowed their RPS targets to expire.

There are 41 states that have a regulatory policy known as net metering. Net metering typically allows our customers to interconnect their on-site solar generation facilities to the utility grid and offset their utility electricity purchases by receiving a bill credit at the utility’s retail rate for energy generated by their solar generation facility in excess of electric load that is exported to the grid. Some states require utilities to provide net metering to their customers until the total generating capacity of net metered systems exceeds a set percentage of the utilities’ aggregate customer peak demand.  


Marketing


Genie Solar markets its solar energy offerings through a scalable sales organization and intermediaries that connect clients and developers directly to the company. We also generate sales volume through client and partner referrals. We believe that is necessary to maintain a customer-centric approach that optimizes the customer and other stakeholder experience to maintain relationships with developers that can lead to repeat projects.


CityCom markets its services directly to community solar operators as well as other service providers. The company leverages in-house business development professionals as well as marketing and referral services.


Diversegy markets its services through its in-house sales team comprised of experienced sales representatives and recruiting independent sales agents and brokers with existing books of business. To attract new clients directly, Diversegy utilizes customer marketing campaigns focused on propriety pricing software. It recruits affinity groups, associations and organizations in specific market verticals for cross-sell opportunities. Diversegy is well-positioned to increase market share by leveraging its custom energy software, energy market expertise and strong agent support.

 

11


Competition


In the solar energy space, the market for customer and attractive projects is highly competitive and continually evolving. In the last year, we faced increased competition, resulting in price reductions in the market and reduced margins, which may continue and could lead to loss of market share. 


We also face competition from resellers that have developed related offerings that compete with our product and service offerings, or have entered into strategic relationships with other existing solar power system providers. We compete for limited government funding for research and development contracts, customer tax rebates and other programs that promote the use of solar, and other renewable forms of energy with other renewable energy providers and customers.


At Diversegy, the energy brokerage market is highly competitive with a number of different competition types.


Employees

 

As of March 1, 2024, Genie Renewables employed 26 employees, 25 of whom are located in our New Jersey office and 1 of whom is in our Arizona office.


Climate Change


As indicated by the Intergovernmental Panel on Climate Change, emissions of GHG, including carbon dioxide, are very likely changing the world’s climate. Climate change could affect customer demand for the Company's product offerings. It might also cause physical damage to the energy production ecosystem that the Company's REPs rely on to procure electricity and natural gas for their customers. Additionally, climate change could affect the availability of risk management products and services that the Company REPs rely on to manage its risk position.


In September 2016, the U.S. joined in adopting the agreement reached on December 12, 2015, at the United Nations Framework Convention on Climate Change meetings in Paris to reduce GHGs. The Paris Agreement’s non-binding obligations to limit global warming to below two degrees Celsius became effective on November 4, 2016. Genie cannot currently estimate the financial impact of climate change policies, although potential legislative or regulatory programs restricting CO2 emissions, or litigation alleging damages from GHG emissions, could require material capital and other expenditures or result in changes to its operations.


In December 2009, the EPA released its final “Endangerment and Cause or Contribute Findings for GHGs under the Clean Air Act (CAA),” concluding that concentrations of several key GHGs constitute an "endangerment" and may be regulated as "air pollutants" under the CAA and mandated measurement and reporting of GHG emissions from certain sources, including electric generating units (EGU). Subsequently, the EPA released its final Clean Power Plan (CPP) regulations in August 2015 to reduce CO2 emissions from existing fossil fuel-fired EGUs and finalized state regulations imposing CO2 emission limits for new, modified, and reconstructed fossil fuel-fired EGUs. Numerous states and private parties filed appeals and motions to stay the CPP with the D.C. Circuit in October 2015. On February 9, 2016, the U.S. Supreme Court stayed the rule during the pendency of the challenges to the Washington D.C. Circuit and U.S. Supreme Court. On March 28, 2017, an executive order, entitled “Promoting Energy Independence and Economic Growth,” instructed the EPA to review the CPP and related rules addressing GHG emissions and suspend, revise or rescind the rules if appropriate. On June 19, 2019, the EPA repealed the CPP and replaced it with the affordable clean energy (ACE) rule that established guidelines for states to develop standards of performance to address GHG emissions from existing coal-fired generation. On January 19, 2021, the Washington D.C. Circuit vacated and remanded the ACE rule declaring that the EPA was “arbitrary and capricious” in its rule making and, as such, the ACE rule is no longer in effect and all actions thus far taken by states to implement the federally mandated rule are now null and void. The D.C. Circuit decision is subject to legal challenge. Depending on the outcomes of further appeals and how any final rules are ultimately implemented, the future cost of compliance may be material. On May 23, 2023, the EPA proposed significantly revising the manner in which new and existing Electric Generating Units’ GHG emissions should be regulated including using hydrogen as a fuel, capturing and storing/sequestering CO2 and requiring new units to be more efficient. The EPA has stated that it intends to finalize these revisions in 2024. The Company expects that the final rule will be challenged in the courts and accordingly uncertain over the next several years.


In December 2021, President Biden signed an executive order calling for the federal government to achieve net zero emissions by 2050, with a 65% reduction by 2030. The order specifically directs the federal government to use its scale and procurement power to achieve 100% carbon pollution-free electricity by 2030, with at least half coming from locally supplied clean energy, as well as 100% zero-emission vehicle acquisitions by 2035 and a net-zero emissions building portfolio by 2045, all of which may contribute to increased demand for alternative energy technologies, including renewable energy and energy storage.

 

12

 

Additionally, a number of other federal and state regulations have increased the cost of fossil generation across the country over the last several decades. The Clean Air Act of 1970 originally provided the EPA with authority to regulate emissions, but it was not until the 2000s that EPA restrictions on sulfur dioxide and nitrogen oxides emissions required installation of scrubbers or other emissions control equipment. More recently, EPA’s continued air quality level regulations have driven controls on all types of units along with stringent operational limitations. EPA has also set broader standards for greenhouse gas emissions particularly from new, modified, and reconstructed fossil-fired power plants forcing efficiency improvements and increasing maintenance costs. At the state level, a number of carbon pricing schemes have been implemented, including a cap-and-trade program in California and a carbon tax in the Northeast via the RGGI.


The cost to the Company to comply with any legislation, regulations or initiatives limiting GHG or emissions or otherwise seeking to limit the impact of climate change could be substantial. Moreover, regulations imposing obligations on, or limiting GHG emissions from, our equipment and operations could adversely affect pricing or demand for our offerings. We may not be able to pass on increases in costs to customers. In addition, changes in regulatory policies that result in a reduction in the demand for hydrocarbon products and carbon-emitting fuel sources that are deemed to contribute to climate change, or restrict the use of such products or fuel sources, may reduce demand for our offerings or impact the energy supply markets.


Additionally, on March 21, 2022, the U.S. Securities and Exchange Commission issued a proposed rule regarding the enhancement and standardization of mandatory climate-related disclosures for investors. The proposed rule would require registrants to include certain climate-related disclosures in their registration statements and periodic reports, including, but not limited to, information about the registrant’s governance of climate-related risks and relevant risk management processes; climate-related risks that are reasonably likely to have a material impact on the registrant’s business, results of operations or financial condition and their actual and likely climate-related impacts on the registrant’s business strategy, model and outlook; climate-related targets, goals and transition plan (if any); certain climate-related financial statement metrics in a note to their audited financial statements; Scope 1 and Scope 2 GHG emissions; and Scope 3 GHG emissions and intensity, if material, or if the registrant has set a GHG emissions reduction target, goal or plan that includes Scope 3 GHG emissions. Although the proposed rule’s ultimate date of effectiveness and the final form and substance of these requirements is not yet known and the ultimate scope and impact on our business is uncertain, compliance with the proposed rule, if finalized, may result in increased legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and place strain on our personnel, systems and resources. 


Further, legislative and regulatory initiatives are underway to that purpose. The Inflation Reduction Act of 2022 (“IRA”), signed into law in August 2022, appropriates significant federal funding for renewable energy initiatives and, for the first time ever, imposes a fee on GHG emissions from certain oil and gas sources and facilities. The emissions fee and funding provisions of the law could increase operating costs within the oil and gas industry and accelerate a transition away from fossil fuels, which could in turn adversely affect our business and results of operations. The U.S. Congress has also considered legislation that would control GHG emissions through a “cap and trade” program and several states have already implemented programs to reduce GHG emissions.  Additionally, following the U.S. Supreme Court finding that GHG emissions fall within the CAA definition of an “air pollutant,” the EPA has adopted regulations that, among other things, establish construction and operating permit review for GHG emissions from certain large stationary sources, require the monitoring and annual reporting of GHG emissions from certain petroleum and natural gas system sources, and together with the United States Department of Transportation, implement GHG emissions limits on vehicles manufactured for operation in the United States. The EPA has also proposed rules in November 2021 and 2022 intended to reduce methane emissions from new and existing oil and gas sources. Furthermore, many state and local leaders have intensified or stated their intent to intensify efforts to support international climate commitments and treaties, in addition to developing programs that are aimed at reducing GHG emissions by means of cap and trade programs, carbon taxes or encouraging the use of renewable energy or alternative low-carbon fuels.


Many states in which we operate have state and regional programs to reduce GHG emissions and renewable and other portfolio standards, which impact the power sector and other sectors as well. A total of 25 states and the District of Columbia have 100% clean energy targets, deep GHG reductions, or both, encompassing 53% of U.S residential electricity customers.


Employees and Human Capital Resources


Attracting and retaining qualified personnel familiar with our businesses who head our different businesses units is critical to our success. As of March 1, 2024, we had a total of 198 employees, of which 192 were full-time employees.


Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees, advisors and consultants. To accomplish that, our compensation practices are designed to attract and retain qualified and motivated personnel and align their interests with the goals of the Company and with the best interests of our stockholders. Our compensation philosophy is to provide compensation to attract the individuals necessary for our current needs and growth initiatives, and provide them with the proper incentives to motivate those individuals to achieve our long-term plans, which includes among other things, equity and cash incentive plans that attract, retain and reward personnel through the granting of stock-based and cash-based compensation awards.


We believe that talent attraction and retention are critical to our ability to achieve our strategy and that a trained, diverse and inspired workforce is integral to delivering on our objectives. Our recruiting process reaches a wide array of potential employees, and we employ a rigorous screening process to ensure that we identify and hire quality professionals.

 

13

 

We are committed to diversity and inclusion in the workforce including a policy of non-discriminatory treatment and respect of human rights for all current and prospective employees. Discrimination on the basis of an individual’s race, religion, creed, color, sex, sexual orientation, age, marital status, disability, national origin or veteran’s status is not permitted by us and is illegal in many jurisdictions. We respect the human rights of all employees and strive to treat them with dignity consistent with standards and practices recognized by the international community.


Intellectual Property

 

We rely on a combination of patents, copyrights, trademarks, domain name registrations and trade secret laws in the United States and other jurisdictions and contractual restrictions to protect our intellectual property rights and our brand names. All of our employees sign confidentiality agreements. These agreements provide that the employee may not use or disclose our confidential information except as expressly permitted in connection with the performance of his or her duties for us, or in other limited circumstances. These agreements also state that, to the extent rights in any invention conceived of by the employee while employed by us do not vest in us automatically by operation of law, the employee is required to assign his or her rights to us. 


 

RISK FACTORS

 

Our business, operating results or financial condition could be materially adversely affected by any of the following risks as well as the other risks highlighted elsewhere in this document, particularly the discussions about regulation, competition and intellectual property. The trading price of our Class B common stock could decline due to any of these risks. 


Risks Related to Genie Retail Energy

 

The REP business is highly competitive, and we may be forced to reduce prices or incur additional costs.

 

GRE’s REP businesses face substantial competition both from the traditional incumbent utilities as well as from other REPs, including REP affiliates of the incumbent utilities in specific territories. As a result, we may be forced to reduce prices, incur increased costs or lose market share and cannot always pass along increases in commodity costs to customers. We compete on the basis of provision of services, customer service and price. Present or future competitors may have greater financial, technical or other resources which could put us at a disadvantage. Additionally, our experience has shown that utilities do not change their rates offered to customers immediately in response to increased prices for the underlying commodities.


Increasing our market share depends in part on our ability to persuade more customers to switch to GRE’s services than those that churn from us to other providers or back to the local utility. Moreover, local utilities and some REPs may have certain advantages such as name recognition, financial strength and long-standing relationships with customers. Persuading potential customers to switch to GRE’s REPs requires significant marketing and sales operations. As we enter new international markets, we will face additional competitive environments. If GRE is not successful in convincing customers to switch both domestically and internationally, our REP businesses, results of operations and financial condition will all be adversely affected. 


Our strategy is based on current regulatory conditions and assumptions, which could change or prove to be incorrect.


From time to time, various states may propose or modify legislation regulations which could adversely affect our marketing practices and ability to acquire and serve customers. The Company and the REP industry as a whole is working with government representatives, legislators, and advocacy interest groups to lobby for legislation and regulation that most effectively protects customer interests while preserving the competitive structure of deregulated markets. We also seek to expand and diversify into new markets with regulatory structures that are more favorable to the competitive retail supply of energy.


For example, on April 16, 2021, the New York Public Service Commission (“PSC”) issued an order limiting the types of services energy retailer marketers may offer new customers or renewals, in terms of pricing for non-renewable commodities and renewable product offerings (the “2021 Orders”). Such compliance could impact customer acquisition and renewal revenue and profitability. The Company is working to ensure that its products and services are fully compatible with the 2021 Orders. As of December 31, 2023, New York represented 16.1% of GRE’s total meters served and 15.0% of the total residential customer equivalents (“RCEs”) of GRE’s customer base. For the years ended December 31, 2023 and 2022, gross revenue from New York was $66.0 million and $63.5 million, respectively.


In Maryland, the legislature is currently considering companion bills (SB0001 and HB0267) calling for changes to be made to the retail energy marketplace, including among other things, restrictions and limitations on customer pricing, fees and contract renewals, licensing requirements for sales agents, and the modification of certain billing and collection arrangements between REPs and the utility. As of December 31, 2023, Maryland represented 3.2% of GRE’s total meters served and 2.5% of the total residential customer equivalents (“RCEs”) of GRE’s customer base. For the years ended December 31, 2023 and 2022, gross revenue from Maryland was $9.7 million and $10.9 million, respectively.

 

14

 

In Massachusetts, the legislature is also considering a new bill (H.3155) calling for various changes to be made to the retail energy marketplace, including, among other things, significant bonding requirements, additional training and regulation of customer acquisition standards and practices, creation of an oversight agency and a publicly available complaint database to monitor REP compliance, restrictions on supplying low-income customers, and prohibition on early termination fees. As of December 31, 2023, Massachusetts represented 10.9% of GRE’s total meters served and 8.9% of the total RCE of GRE’s customer base. For the years ended December 31, 2023 and 2022, gross revenue from Massachusetts was $60.4 million and $54.6 million, respectively.


Although the Company is participating in industry groups and lobbying to minimize against adverse legislation, such legislation could have a material impact on the Company’s ability to sell and market energy supply in those states. 


Any legislative or regulatory changes that negatively impacts the sale of fossil fuels or electricity derived therefrom would adversely affect the results of our operations and financial conditions.

Unusual weather conditions, which may become more commonplace, may have significant direct and indirect impacts on GRE's results of operations.

 

Potential global climate change may produce, among other possible conditions, unusual variations in temperature and weather patterns, resulting in unusual weather conditions, more intense, frequent and extreme weather events and other natural disasters.

  

Because our variable pricing plan resulted in increased prices charged to customers, we experienced an increase in customer churn as utilities and fixed price REPs appeared to have more attractive pricing, although those increased churn levels have peaked. A failure to mitigate an increase in churn could result in decreases in meters served and revenues.


In certain markets, we contractually commit to provide customers with a fixed price, irrespective of our cost of supply in the wholesale energy markets. Even under variable contracts, we seek to manage customer price expectations by using reasonable efforts to avoid or mitigate potential pass-throughs related to unforeseeable weather events (even where such pass-throughs are contractually permissible). Although we use our best efforts to reasonably hedge our commodity positions to absorb weather-related cost spikes, we cannot always anticipate unforeseeable extreme weather events, and we may be forced to absorb these cost increases in order to serve our customers. 


For example, a confluence of issues in January and February 2014 associated with the winter season’s polar vortex resulted in extraordinarily large spikes in the prices of wholesale electricity and natural gas in markets where GRE and other retail providers purchase their supply. Repeats of the circumstances or similar circumstances could similarly harm margins and profitability in the future, and we could find it necessary to take similar or other actions that would have a negative impact on our financial condition and results of operations.


Additionally, in mid-February of 2021, the State of Texas experienced unprecedented cold weather and snow. With the grid overtaxed and rolling blackouts being enforced, by order of ERCOT, real-time commodity prices during the crisis escalated astronomically. Although our supply commitment for our customers in Texas was reasonably hedged for expected winter weather conditions, the extreme usage spike exposed us to further unexpected cost increases. Despite our cost increases related to the unprecedented price volatility in real-time electricity prices, we maintained customer rates under current agreements with customers. The impact on our consolidated profitability for the year ended December 31, 2021 was approximately $10.6 million.


Our REP business may be subject to increased costs or liabilities related to the impact of GHG emissions or climate change. which may lead to substantially increased costs, including those beyond our ability to satisfy.


There has been a trend in recent years toward increased scrutiny and regulatory oversight of the oil and gas and energy industries, including, among other things, proposed or enacted laws and regulations aimed at reducing or restricting oil and gas production or making the production, marketing or usage of oil and gas, including for generation of electricity, more expensive.


Future laws or regulation or legal or regulatory efforts could also seek to impose liability on participants in the supply chain for natural gas or electricity produced from carbon-emitting fuel sources, including REPs like those we own and operate, for the current and historical effects of GHG and climate change, including health impacts, personal injuries and property and other damages.


As discussed more fully in the section entitled “Climate Change” of this Annual Report on Form 10-K, the cost to us to comply with any legislation, regulations or initiatives limiting GHG or emissions or otherwise seeking to limit the impact of climate change could be substantial. Moreover, regulations imposing obligations on, or limiting GHG emissions that may be deemed to result from our operations could adversely affect pricing or demand for our offerings. We may not be able to pass on increases in costs to customers. In addition, changes in regulatory policies that result in a reduction in the demand for natural gas or electricity generated from carbon-emitting fuel sources that are deemed to contribute to climate change, or restrict the use of such products or fuel sources, may reduce demand for our offerings or impact the energy supply markets.

 

15

 

Moreover, environmental agencies may seek penalties for failure to comply with laws, regulations or permits from parties involved in the supply chain for natural gas or electricity produced from carbon-emitting fuel sources, including REPs like those we own and operate, whose operations do not actually directly emit carbon fuels.


We may also be subject to penalties from other regulatory agencies and be subject to increased operating costs for remediation and clean-up costs, civil penalties, or subject to claims from regulatory agencies, law enforcement or private parties for alleged effects of GHG and climate change, including health impacts, personal injuries and property and other damages. 


GRE's business is subject to physical, market and economic risks relating to potential effects of climate change, and policies at the national, regional and state levels to regulate GHG emissions and mitigate climate change could adversely impact our results of operations, financial condition and cash flows.


Fluctuations in weather and other environmental conditions, including temperature and precipitation levels, may affect consumer demand for electricity or natural gas. In addition, the potential physical effects of climate change, such as increased frequency and severity of storms, floods and other climatic events, could disrupt GRE's operations and supply chain, and cause it to incur significant costs in preparing for or responding to these effects. These or other changes in climate could lead to increased operating costs or capital expenses. GRE's customers may also experience the potential physical impacts of climate change and may incur significant costs in preparing for or responding to these efforts, including increasing the mix and resiliency of their energy solutions and supply.

 

Fixed Rate Products or Guaranteed Pricing Programs could result in losses or decreased profits if GRE fails to estimate future commodity prices and commodity consumption accurately.

 

REPs and utilities offering fixed rate products or guaranteed pricing often are unable to change their sell rates offered to customers in response to volatility in the prices of the underlying commodities or changes in the regulatory environment. Sudden spikes in commodity prices, particularly when coupled with rapid, unexpected increases in consumptions, expose us to the risk that we will incur significant unforeseen costs in performing fixed rate contracts. During the year ended December 31, 2023, GRE’s meters enrolled in offerings with fixed rate characteristics constituted approximately 57.9% and 31.1% of GRE’s electric and natural gas revenues, respectively. Fixed rate products are becoming a greater part of our offering as they are currently preferred by many customers and regulators.  


However, it is difficult to predict future commodity costs. Any shortfalls resulting from the risks associated with fixed rate programs will reduce our working capital and profitability. Our inability to accurately estimate the cost of providing services under these programs could have an adverse effect on our profitability and cash flows. We employ an active and robust hedging program. Within this exercise there are inherent assumptions about consumption and pricing. There is risk that volatility will take place outside of the range of potential outcomes contemplated by the program. In these instances, the hedge will not be sufficient to control for risk and losses may occur.


Commodity price volatility could have an adverse effect on our cost of revenues and our results of operations.

 

Volatility in the markets for certain commodities can have an adverse impact on our costs for the purchase of the electricity and natural gas that GRE sells to its customers as what occurred in Texas and Japan during January and February of 2021. Similar or increased unprecedented volatility events can have a material adverse impact on our financial condition because of our fixed or guaranteed price products, we cannot, and in our variable price products, due to customer or competitive factors, we may not always be able or choose to, pass along increases in costs to our customers. This would have an adverse impact on our margins and results of operations. Alternatively, volatility in pricing for GRE’s electricity and natural gas related to the cost of the underlying commodities can lead to increased customer churn. In times of high commodity costs, our variable pricing model and commodity purchasing approach can lead to competitive disadvantages as we must pass along all or some portion of our increased costs to our customers.

 

GRE’s growth depends in part on its ability to enter new markets. 

 

New markets, both domestic and international, are evaluated based on many factors, which include the regulatory environment, as well as GRE’s REP businesses' ability to procure energy in an efficient and transparent manner. We seek to purchase wholesale energy where there is a real time market that reflects a fair price for the commodity for all participants. Once new markets are determined to be suitable for GRE’s REP businesses, we expend substantial efforts to obtain necessary licenses and will incur significant customer acquisition costs and there can be no assurance that we will be successful in new markets. Furthermore, there are regulatory differences between the markets that we currently operate in and new markets, including, but not limited to, exposure to credit risk, additional churn caused by tariff requirements, rate-setting requirements and incremental billing costs. A failure to identify, become licensed in, and enter new territories may have a material negative impact on our growth, financial condition and results of operations. 

 

16

 

GRE is subject to litigation that may limit its operations.

 

In connection with the 2013-2014 events described in the Risk Factor above entitled “Unusual weather conditions which may become more commonplace, may have significant direct and indirect impacts on GRE's and GREI's business and results of operations,” IDT Energy was also sued in separate putative class action suits in New York, New Jersey and Pennsylvania, partially related to the price increases during the winter of 2014. From time to time, IDT Energy is also subject to inquiries, investigation or action from public utility commissions or other governmental regulatory or law enforcement agencies related to compliance of its practices with statutory or regulatory schemes. 

IDT Energy does not believe that it was at fault or acted in any way improperly with respect to the events of winter 2014 or in connection with any other practices that are subject to investigation or litigation. Although we have taken action to insulate us and our customers from future similar events, we cannot assure that those actions will be effective and we will not be subject to litigation in the future.

Such class action lawsuits or other claims against us could have a material adverse impact on our financial condition, competitive position or results of operations.

 

Transition risks associated with climate change, including those related to regulatory mandates could negatively impact our financial results.


Where federal or state legislation mandates the use of renewable fuel sources, such as wind and solar and such legislation does not also provide for adequate cost recovery, it could result in significant changes in our business, including material increases in REC and power purchase costs. Such mandatory renewable portfolio requirements may have an adverse effect on our financial condition and results of operations.


A number of regulatory and legislative bodies have introduced requirements and/or incentives to reduce peak demand and energy consumption. Such conservation programs could result in customer consumption reduction and adversely impact our financial results in different ways.


In the past, we have been adversely impacted by reduced electric usage due in part to energy conservation efforts such as the use of efficient lighting products such as CFLs, halogens and LEDs. We are unable to determine what impact, if any, conservation will have on our financial condition or results of operations.

 

We face risks that are beyond our control due to our reliance on third parties both domestically and internationally and our general reliance on the electrical power and transmission infrastructure within the United States.

 

Our ability to provide energy delivery and commodity services depends on the operations and facilities of third parties, including, among others, BP, NYISO and PJM. Our reliance on the electrical power generation and transmission infrastructure within the United States makes us vulnerable to large-scale power blackouts. The loss of use or destruction of third party facilities that are used to generate or transmit electricity due to extreme weather conditions, breakdowns, war, acts of terrorism or other occurrences could greatly reduce our potential earnings and cash flows.

 

The REP business, including our relationship with our suppliers, is dependent on access to capital and liquidity.

 

Our business involves entering into contracts to purchase large quantities of electricity and natural gas. Because of seasonal fluctuations, we are generally required to purchase electricity or natural gas in advance and finance that purchase until we can recover such amounts from revenues. Certain of GRE’s REPs have a Preferred Supplier Agreement with BP pursuant to which we purchase electricity and natural gas at market rate plus a fee. The agreement has been modified and extended since 2009, and is scheduled to terminate on November 30, 2026, subject to renewal by agreement of the parties. In addition to other advantages of this agreement, we are only required to post security with BP. There can be no assurance that we will be able to maintain the required covenants, that BP will be able to maintain their required credit rating, or that the agreement will be renewed upon its expiration. In addition, the security requirements outside of the BP agreement may increase as we enter other markets. Difficulty in obtaining adequate credit and liquidity on commercially reasonable terms may adversely affect our business, prospects and financial conditions.

 

A revision to certain utility best practices and programs in which we participate and with which we comply could disrupt our operations and adversely affect our results and operations.

 

Certain retail access “best practices” and programs proposed and/or required by state regulators have been implemented by utilities in most of the service territories in which we operate. One such practice is participation in purchase of receivables programs under which certain utilities purchase customer receivables for approximately 98.0% of their face value in exchange for a first priority lien in the customer receivables without recourse against a REP. This program is a key to our control of bad debt risk in our REP business.

 

17

 

The REP business depends on maintaining the licenses in the states in which we operate and any loss of those licenses would adversely affect our business, prospects and financial conditions.

 

GRE’s REP businesses require licenses from public utility commissions and other regulatory organizations to operate its business. Those agencies may impose various requirements to obtain or maintain licenses. Further, certain non-governmental organizations have been focusing on the REP industry and the treatment of customers by certain REPs. Any negative publicity regarding the REP industry in general, including, but not limited to, legislatures potentially seeking to restrict the activities of REPs and GRE in particular or any increase in customer complaints regarding GRE’s REP businesses could negatively affect our relationship with the various commissions and regulatory agencies and could negatively impact our ability to obtain new licenses to expand operations or maintain the licenses currently held. In the aftermath of the polar vortex, several regulatory bodies adopted more aggressive policies toward REPs, including the action against IDT Energy in Pennsylvania described elsewhere in this Annual Report on Form 10-K. Any loss of our REP licenses would cause a negative impact on our results of operations, financial condition and cash flow.


Our growth strategy depends, in part, on our acquiring complementary businesses and assets and expanding our existing operations, which we may be unable to do.

 

Our growth strategy is based, in part, on our ability to acquire businesses and assets that are complementary to our existing operations. We may also seek to acquire other businesses. The success of this acquisition strategy will depend, in part, on our ability to accomplish the following:

 

 

●

identify suitable businesses or assets to buy;

 

 

●

complete the purchase of those businesses on terms acceptable to us;

 

 

●

complete the acquisition in the time frame we expect;

 

 

●

improve the results of operations of the businesses that we buy and successfully integrate their operations into our own; and

 

 

●

avoid or overcome any concerns expressed by regulators, including antitrust concerns.

 

There can be no assurance that we will be successful in pursuing any or all of these steps. Our failure to implement our acquisition strategy could have an adverse effect on other aspects of our business strategy and our business in general. We may not be able to find appropriate acquisition candidates, acquire those candidates that we find or integrate acquired businesses effectively or profitably.


Risks Related to Genie Renewables


Competition in solar markets globally and across the solar value chain is intense, and could remain that way for an extended period of time. 


We face significant competition both in attracting customers to our products as well as in the operating market where we are competing for access to land rights or attractive development projects. As the demand for solar energy grows, more companies and investors enter the market, increasing competition and potentially lowering prices and profits.

  

Changes in government regulations and policies can impact the financial viability of solar projects.


The success of solar energy projects is highly dependent on government regulations and policies that impact the financial viability of the projects. This can include changes to tax incentives, subsidies, grid access and net metering policies. It can also include changes in building and safety codes, environmental regulations, and land use policies that impact the ability to construct and operate solar projects. The reduction, modification or elimination of any of these policies in one or more of our customer markets would materially and adversely affect the growth of such markets or result in increased price competition, either of which could cause our revenue to decline and materially adversely affect our financial results.


An increase in interest rates or tightening of the supply of capital in the global financial markets could increase the cost of borrowing and negatively impact our projects.


Genie Solar intends to utilize long-term debt financing for its operating portfolio. As a result, an increase in interest rates, or a reduction in the supply of project debt financing could reduce the number of solar projects that we are able to construct and operate.

 

18

 

The operation and maintenance of our solar facilities are subject to operational risks, the consequences of which could have a material adverse effect on our business operations, financial condition, and the results of operations.


The required operation, maintenance, refurbishment, and construction of our facilities involve risks, including performance below expected levels of output or system efficiency. There can be no guarantee that our maintenance program will be able to detect all potential failures in our facilities or eliminate all adverse consequences of such a failure. In addition, work stoppages and other unforeseen problems may disrupt the construction, operation and maintenance of our facilities. We intend to enter into service and maintenance agreements with the manufacturers of certain key equipment. 

In developing projects we face risks related to project siting, utility interconnection, third party financing, construction, permitting, governmental approvals and the negotiation of project development agreements.


We own, develop, construct, manage and operate electric-generation facilities. We must periodically apply for licenses and permits from various local, state, and federal regulatory authorities and abide by their respective conditions. A lack of successes in obtaining necessary licenses or permits on acceptable terms or resolving challenges to such licenses or permits could impact our ability to develop projects. Additionally, any delay in obtaining or renewing necessary licenses or permits or if regulatory authorities initiate any associated investigations against, our business, financial condition, results of operations and prospects may adversely impact project economics. Additionally, risks associated with construction, such as cost overruns and delays, and other contingencies that may arise in the course of completing installations may adversely impact project economics.


While we intend to seek acquisitions of solar generation assets and portfolios in various stages of development to add to our portfolio, we may not be successful in identifying or marking any acquisitions in the future.


Our business strategy includes growth through the acquisitions of solar generation assets and portfolios in various stages of development. There is a risk that we may not be able to identify attractive acquisition opportunities or successfully acquire those opportunities that are identified. There is always the possibility that even if there is success in closing acquisitions, we may not derive the benefits, such as administrative or operational synergies or earnings obtained, that were expected. The market acquisition opportunities are highly competitive and may become even more so, which would increase our cost of making future acquisitions.


As part of the acquisition evaluation and close process, we conduct deep due diligence to identify potential contingencies, negotiate transaction terms, complete transactions, and manage post-closing matters such as the integration of the acquired assets into our existing business operations. In some cases, our due diligence reviews are dependent on the completeness and accuracy of disclosures made by third parties. If the information shared by the third parties is incomplete or inaccurate, we may incur unanticipated costs or expenses following a completed acquisition.


General Corporate Risks


Our business, results of operation and financial conditions could be adversely affected by the resurgence of the coronavirus COVID-19 pandemic and any restrictions put in place in connection therewith.


If the COVID-19 pandemic re-emerges and impacts the territories we serve, our business, operations and financial condition could be impacted in more significant ways. The continued spread of COVID-19 and efforts to contain the virus could have the following impacts, in addition to exacerbating the impacts described above:

 

 

●

Adversely impact our strategic business plans and growth strategy;

 

 

●

Result in increases in purchase of receivable, or POR fees and allowance for credit bad debt expense as a result of delayed or non-payment from our customers, both of which could be magnified by federal or state government legislation that requires us to extend suspensions of disconnections for non-payment;

 

 

●

Reduce the availability and productivity of our employees and third-party resources;

 

 

●

Cause us to experience an increase in costs as a result of our emergency measures;

 

 

●

Cause a deterioration of the credit quality of our counterparties, including power purchase agreement counterparties, contractors or retail customers, that could result in credit losses;

 

 

●

Cause impairment of long-lived assets; and

 

 

●

Cause a deterioration in our financial metrics or the business environment that adversely impacts our credit ratings.


19

 

We could be harmed by network disruptions, security breaches, or other significant disruptions or failures of our IT infrastructure and related systems or of those we operate for certain of our customers.


To be successful, we need to continue to have available a high capacity, reliable and secure network. We face the risk, as does any company, of a security breach, whether through cyber-attack, malware, computer viruses, sabotage, or other significant disruption of our IT infrastructure and related systems. As such, there is a risk of a security breach or disruption of the system we operate, including possible unauthorized access to our and our customers' proprietary or classified information. We are also subject to breaches of our network resulting in unauthorized utilization of our services or products, which subject us to the costs of providing those products or services, which are likely not recoverable. The secure maintenance and transmission of our and our customers' information is a critical element of our operations. Our information technology and other systems that maintain and transmit customer information, or those of service providers or business partners, may be compromised by a malicious third party penetration of our network security, or that of a third party service provider or business partner, or impacted by advertent or inadvertent actions or inactions by our employees, or those of a third party service provider or business partner. As a result, our or our customers’ information may be lost, disclosed, accessed or taken without the customers' consent or our product and service may be used without payment.


Although we make significant efforts to maintain the security and integrity of these types of information and systems, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging, especially in light of the growing sophistication of cyber-attacks and intrusions sponsored by state or other interests. We may be unable to anticipate all potential types of attacks or intrusions or to implement adequate security barriers or other preventative measures. Certain of our business units have been the subject of attempted and successful cyber-attacks in the past. We have researched the situations and do not believe any material internal or customer information has been compromised.


Network disruptions, security breaches and other significant failures of the above-described systems could (i) disrupt the proper functioning of our networks and systems and therefore our operations or those of certain of our customers; (ii) result in the unauthorized use of our services or products without payment, (iii) result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information of ours or our customers, including trade secrets, which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes; (iv) require significant management attention or financial resources to remedy the damages that result or to change our systems and processes; (v) subject us to claims for contract breach, damages, credits, fines, penalties, termination or other remedies; or (vi) result in a loss of business, damage our reputation among our customers and the public generally, subject us to additional regulatory scrutiny or expose us to litigation. Any or all of which could have a negative impact on our results of operations, financial condition and cash flows.


Our businesses depend on the continuing efforts of our management team and our personnel with strong industry or operational knowledge and our efforts may be severely disrupted if we lose their services.


Our success depends on key members of our management team, the loss of whom could disrupt our business operation. Our business also requires a capable, well-trained workforce to operate effectively. There can be no assurance that we will be able to retain our qualified personnel, the loss of whom may adversely affect our business, prospects and financial conditions.


Uncertainty related to our exit in the Finnish market.


We face uncertainty related to our exit from the Finnish market. On November 8, 2023, the Administrator, acting on behalf of the Bankruptcy Estate, filed a claim in the District Court of Helsinki against Genie Nordic, its directors, officers and affiliates, in which it alleges that the gain from the sale of swap instruments owned by Lumo Sweden amounting to €35.2 million (equivalent to $38.9 million as of December 31, 2023) belongs to the Bankruptcy Estate. We believe that the Administrator’s position is without merit, and it intends to vigorously defend its position against the Administrator’s claims.


We are also notified that the Administrator filed a claim against one of Lumo Finland’s suppliers, seeking to recover payments made by Lumo Finland amounting to €4.2 million (equivalent to $4.7 million as of December 31, 2023) prior to the bankruptcy. The Administrator has also filed a recovery claim jointly against us and the supplier amounting to €1.6 million (equivalent to $1.8 million as of December 31, 2023) related to our payment to the supplier under the terms of a previously supplied parental guarantee. The Administrator alleges that the payments represented preferential payments and therefore belong to the bankruptcy estate which are recoverable under the laws of Finland.  We believe that the Administrator’s position is incorrect, and we intend to vigorously defend our position. Nevertheless, should the Administrator succeed in clawing back the funds from the supplier, it is possible that following the conclusion of the bankruptcy proceedings, the supplier will seek to recover its losses against us, under terms of the parental guarantee. At this time, there is insufficient basis to deem any loss probable or to assess the amount of any possible loss.


20

Risk Related to Our Financial Condition and Reporting

 

We had a material weakness in our internal control over financial reporting in previous years and cannot assure you that additional material weaknesses will not be identified in the future.


We reported in our Annual Report on Form 10-K as of December 31, 2020, a material weakness in internal control specifically related to management's review of the income tax provision. During 2021, we implemented certain remediation measures related to the material weakness, however, we concluded that our internal control over financial reporting was ineffective as of December 31, 2021 (see Item 9A Control and Procedures in our Annual Report on Form 10-K filed on March 16, 2022). During 2022, we implemented certain additional remediation measures related to the material weakness and concluded that our internal control over financial reporting was effective as of December 31, 2022.


We also reported in our Annual Report on Form 10-K as of December 31, 2018, a material weakness in internal control related to an application, which the Company uses to process a wide variety of functions for GRE related to customer enrollment, customer programs and price plans, rebate programs, sales commissions, invoicing, and invoice payment information. During 2019, we completed the remediation measures related to the material weakness and concluded that our internal control over financial reporting was effective as of December 31, 2019.


Completion of remediation does not provide assurance that our remediation or other controls will continue to operate properly.


While we aim to work diligently to ensure a robust internal control that is devoid of significant deficiencies and material weaknesses, given the complexity of the accounting rules, we may, in the future, identify additional significant deficiencies or material weaknesses in our disclosure controls and procedures and internal control over financial reporting. Any failure to maintain or implement required new or improved controls, or any difficulties we encounter in their implementation, could result in additional significant deficiencies or material weaknesses, cause us to fail to meet our periodic reporting obligations or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of periodic management evaluations and annual auditor attestation reports regarding the effectiveness of our internal control over financial reporting required under Section 404 of the Sarbanes-Oxley Act of 2002 and the rules promulgated under Section 404. The existence of a material weakness could result in errors in our financial statements that could result in a restatement of financial statements, cause us to fail to meet our reporting obligations and cause investors to lose confidence in our reported financial information, leading to a decline in our stock price. See Item 9A Controls and Procedures for a further discussion of our assessment of our internal controls over financial reporting. 

 

Risks Related to Our Capital Structure

 

Holders of our Class B common stock have significantly less voting power than holders of our Class A common stock.

 

Holders of our Class B common stock are entitled to one-tenth of a vote per share on all matters on which our stockholders are entitled to vote, while holders of our Class A common stock are entitled to three votes per share. As a result, the ability of holders of our Class B common stock to influence our management is limited.

  

We are controlled by our principal stockholder, which limits the ability of other stockholders to affect the management of the Company. 


Howard S. Jonas, our Chairman of our Board of Directors controls a majority of the voting power of our capital stock.

 

As of March 13, 2024, Mr. Jonas has voting power over 1,377,535 shares of our Class A common stock (which are convertible into shares of our Class B common stock on a 1-for-1 basis) and 2,939,730 shares of our Class B common stock, representing approximately 61.0% of the combined voting power of our outstanding capital stock. Mr. Jonas will be able to control matters requiring approval by our stockholders, including the election of all of the directors and the approval of significant corporate matters, including any merger, consolidation or sale of all or substantially all of our assets. As a result, the ability of any of our other stockholders to influence our management is limited.  


21

 

 

None.

 

 

Cybersecurity risk management and strategy


Our cybersecurity risk management is based on recognized cybersecurity industry frameworks and standards, including those of the National Institute of Standards and Technology, the Center for Internet Security Controls, and the International Organization for Standardization. We use these frameworks, together with information collected from internal assessments, to develop policies for the use of our information assets (for example, TI business information and information resources such as mobile phones, computers and workstations), access to specific intellectual property or technologies, and protection of personal information. We protect these information assets through industry-standard techniques, such as multifactor authentication and malware defenses. We also work with internal stakeholders across the company to integrate foundational cybersecurity principles throughout our organization’s operations, including the employment of multiple layers of cybersecurity defenses, restricted access based on business needs, and integrity of our business information. Throughout the year, we also regularly train our employees on cybersecurity awareness, confidential information protection and simulated phishing attacks.


We regularly engage third-party assessors to conduct penetration testing and measure our program to industry standard frameworks. We also have standing engagements with incident response experts and external counsel. We frequently collaborate with industry experts and cybersecurity practitioners at other companies to exchange information about potential cybersecurity threats, best practices and trends.


Our cybersecurity risk management extends to risks associated with our use of third-party service providers. For instance, we conduct risk and compliance assessments of third-party service providers that request access to our information assets.


Our cybersecurity risk management is an important part of our comprehensive business continuity program and enterprise risk management. Our global information security team periodically engages with a cross-functional group of subject matter experts and leaders to assess and refine our cybersecurity risk posture and preparedness. For example, we regularly evaluate and update contingency strategies for our business in the event that a portion of our information resources were to be unavailable due to a cybersecurity incident. We practice our response to potential cybersecurity incidents through regular tabletop exercises, threat hunting and red team exercises.


Governance of cybersecurity risk management


The board of directors, as a whole, has oversight responsibility for our strategic and operational risks. The audit committee assists the board of directors with this responsibility by reviewing and discussing our risk assessment and risk management practices, including cybersecurity risks, with members of management. The audit committee, in turn, periodically reports on its review with the board of directors.


Management is responsible for day-to-day assessment and management of cybersecurity risks and reports regularly to the audit committee.


22


 

Our headquarters are located at 520 Broad St., Newark, New Jersey. Our lease for our office space at 520 Broad Street expires in April 2025 and is for 8,631 square feet and includes two parking spots per thousand square feet of space leased. The annual base rent is $198,513. We have the right to terminate the lease upon four months’ notice and upon early termination Genie will pay a penalty equal to 25% of the portion of the rent due over the course of the remaining term. Upon expiration of the lease, we have the right to renew the lease for another 5 years on substantially the same terms, with a 2% increase in the rental payments.

 

GRE’s Jamestown, New York offices are located at 3315 North Main Street where we lease approximately 12,000 square feet of space. GRE’s Arizona office is located in Chandler, Arizona where we lease approximately 3,300 square feet. GRE’s Texas office is located in Houston, Texas where we lease approximately 4,200 square feet.


Genie Solar is constructing community solar array projects in Lansing and Perry, New York where we lease 20 acre and 15 acre land, respectively. 


Genie Solar owns and operates a portfolio of 12 solar arrays with an aggregate rating of 9.4 megawatts located in several school facilities in Ohio and Michigan.



Certain legal proceedings in which we are involved are discussed in the Notes to Consolidated Financial Statements — Note 15, Legal and Regulatory Proceedings, in the Notes to Consolidated Financial Statements in this Annual Report on Form 10-K, which is incorporated by reference.

 

 

Not applicable.

 

23

 

 

CLASS B COMMON STOCK


Our Class B common stock trades on the New York Stock Exchange under the symbol “GNE”.

 

On March 13, 2024, there were 254 holders of record of our Class B common stock and 2 holders of record of our Class A common stock. Howard Jonas has voting dispositive power over 1,377,535 shares of Class A common stock. These numbers do not include the number of persons whose shares are in nominee or in “street name” accounts through brokers. On March 13, 2024, the last sales price reported on the New York Stock Exchange for the Class B common stock was $15.99 per share. 

 

PREFERRED STOCK

 

Until June 20, 2023, the Series 2012-A Preferred Stock was listed and traded on the NYSE under the symbol “GNEPRA”. 

 

On May 16, 2023, the Company's Board of Directors approved the redemption of all outstanding Preferred Stock on June 16, 2023 (the "Redemption Date") at the liquidation preference of $8.50 per share, together with an amount equal to all dividends accrued and unpaid up to, but not including, the Redemption Date. On the Redemption Date, the Company completed the redemption of all outstanding shares of Preferred Stock. Following the redemption, there are no shares of Preferred Stock outstanding, all rights of Preferred Stockholders have terminated, and the Preferred Stock’s ticker symbol, "GNEPRA", has been retired.

 

Additional information regarding dividends required by this item is incorporated by reference from the Management’s Discussion and Analysis section in Item 7 to Part II and Note 12 to the Consolidated Financial Statements in Item 8 to Part II of this Annual Report.

 

The information required by Item 201(d) of Regulation S-K will be contained in our Proxy Statement for our Annual Stockholders Meeting, which we will file with the Securities and Exchange Commission within 120 days after December 31, 2023, and which is incorporated by reference herein.

 

Performance Graph of Stock

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities and Exchange Act of 1934 and are not required to provide the information under this item. 

 

Issuer Purchases of Equity Securities

 

The following table provides information with respect to purchases by us of our shares during the fourth quarter of the year ended December 31, 2023.

 

 

 

Total
Number of
Shares
Purchased

 

 

Average
Price
per Share

 

 

Total Number of Shares Purchased as part of Publicly Announced Plans or Programs

 

 

Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)

 

October 1 – 31, 2023 

 

 

—

 

 

$

—

 

 

 

—

 

 

 

4,665,195

 

November 1 - 30, 2023

 

 

26,683

(2)

 


20.62

 

 

 

3,778

 

 

 

4,661,417

 

December 1 – 31, 2023               

 

 

—

 

 


—

 

 

 

—

 

 

 

4,661,417

 

Total              

 

 

26,683

 

 

$

20.62

 

 

 

 

 

 

 

 

 

 

(1)

Under our existing stock repurchase program, approved by our Board of Directors on March 11, 2013, we were authorized to repurchase up to an aggregate of 7 million shares of our Class B common stock. 
(2) Pertains to 26,683 shares of Class B common stock that were tendered by employees of ours to satisfy the tax withholding obligations in connection with the lapsing of restrictions on awards of restricted stock. Such shares were repurchased by us based on their fair market value on the trading day immediately prior to the vesting date.

 

24



We are a smaller reporting company as defined by Rule 12b-2 of the Securities and Exchange Act of 1934 and are not required to provide the information under this item. 



This Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements that contain the words “believes,” “anticipates,” “expects,” “plans,” “intends” and similar words and phrases. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the results projected in any forward-looking statement. In addition to the factors specifically noted in the forward-looking statements, other important factors, risks and uncertainties that could result in those differences include, but are not limited to, those discussed under Item 1A to Part I “Risk Factors” in this Annual Report. The forward-looking statements are made as of the date of this Annual Report, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Investors should consult all of the information set forth in this report and the other information set forth from time to time in our reports filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934, including our reports on Forms 10-Q and 8-K.

 

The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in Item 8 of this Annual Report.


Overview


We are comprised of Genie Retail Energy ("GRE") and Genie Renewables. In the third quarter of 2022, we discontinued the operations of Lumo Finland and Sweden as discussed below. Following this discontinuance of operations, Genie Retail Energy International ("GRE International") ceased to be a segment and the remaining assets and liabilities and results of any continuing operations of GRE International were combined with corporate.


GRE owns and operates retail energy providers ("REPs"), including IDT Energy, Residents Energy, Town Square Energy ("TSE"), Southern Federal and Mirabito Natural Gas. GRE's REPs' businesses resell electricity and natural gas primarily to residential and small business customers, with the majority of the customers in the Midwestern and Eastern United States and Texas.


Genie Renewables holds 95.5% interest in Genie Solar, an integrated solar energy company that develops, constructs and operates solar energy projects for commercial and industrial customers as well as its own portfolio, a 92.8% interest in CityCom Solar, a marketer of alternative products and services complimentary to our energy offerings, a 96.0% interest in Diversegy, an energy broker for commercial customers. Genie Solar holds our 80.0% interest in Sunlight Energy, a solar energy developer and operator and our 60.0% interest in Prism Solar Technology ("Prism") which designs and manufactures specialized solar panels.


25

Discontinued Operations in Finland and Sweden


Prior to the third quarter of 2022, the Company had a third segment, Genie Retail Energy International, or GRE International, which supplied electricity to residential and small business customers in Scandinavia. However, as result of volatility in the energy market in Europe, in the third quarter of 2022, we decided to discontinue the operations of Lumo Energia Oyj ("Lumo Finland") and Lumo Energi AB ("Lumo Sweden"). In July 2022, the Company entered into a series of transactions to sell most of the electricity swap instruments held by Lumo Sweden for a gross aggregate amount of €41.1 million (equivalent to approximately $41.4 million at the dates of the transactions) before fees and other costs. The sale price is to be settled monthly based on the monthly commodity volume specified in the instruments from September 2022 to March 2025. The Company also entered into a series of transactions to transfer the customers of Lumo Finland and Lumo Sweden to other suppliers.


We determined that the discontinued operations in Finland and Sweden represented a strategic shift that would have a major effect on our operations and financial statements. We account for these businesses as discontinued operations and accordingly, present the results of operations and related cash flows as discontinued operations for all periods presented. Any remaining assets and liabilities of the discontinued operations are presented separately and are reflected within assets and liabilities from discontinued operations in the accompanying consolidated balance sheets as of December 31, 2023 and 2022. Lumo Finland and Lumo Sweden are continuing to liquidate their remaining receivables and settle any remaining liabilities. 


On November 7, 2022, Lumo Finland filed a petition for bankruptcy, which was approved by the Helsinki District Court on November 9, 2022. The administration of Lumo Finland was transferred to an administrator (the "Administrator"). All assets and liabilities of Lumo Finland remain with Lumo Finland, in which we retain our ownership interest, however, the management and control of Lumo Finland were transferred to the Lumo Administrators. Since the Company lost control of the management of Lumo Finland in favor of the Lumo Administrator, the accounts of Lumo Finland were deconsolidated effective November 9, 2022.


Net loss from discontinued operations of Lumo Finland and Lumo Sweden, net of taxes was $0.4 million and $30.4 million for the years ended December 31, 2023 and 2022, respectively.


Following the discontinuance of operations of Lumo Finland and Lumo Sweden, GRE International ceased to be a segment and the remaining assets and liabilities and the results of continuing operations of GRE internal were combined with corporate.


On November 8, 2023, the Lumo Administrators, acting on behalf of the Bankruptcy Estate, filed a claim in the District Court of Helsinki against Genie Nordic, its directors, officers and affiliates, in which it alleges that the gain from the sale of swap instruments owned by Lumo Sweden amounting to €35.2 million (equivalent to $38.9 million as of December 31, 2023) belongs to the Bankruptcy Estate. We believe that the Administrator’s position is without merit, and we intend to vigorously defend our position against the Administrator’s claims.


We are also notified that the Administrator filed a claim against one of Lumo Finland’s suppliers, seeking to recover payments made by Lumo Finland amounting to €4.2 million (equivalent to $4.7 million as of December 31, 2023) prior to the bankruptcy. The Administrator has also filed a recovery claim jointly against us and the supplier amounting to €1.6 million (equivalent to $1.8 million as of December 31, 2023) related to the payment we made to the supplier under the terms of a previously supplied parental guarantee. The Administrator alleges that the payments represented preferential payments and therefore belong to the bankruptcy estate which are recoverable under the laws of Finland. We believe that the Administrator’s position is incorrect, and intend to vigorously challenge the Administrator’s claims. Nevertheless, should the Administrator succeed in clawing back the funds from the supplier, it is possible that following the conclusion of the bankruptcy proceedings, the supplier will seek to recover its losses against us, under terms of the parental guarantee. At this time, there is insufficient basis to deem any loss probable or to assess the amount of any possible loss.


26


Discontinued U.K. Operations


On November 29, 2021 Orbit Energy Limited ("Orbit"), which operated in United Kingdom was declared and its customers were transferred to a “supplier of last resort.” Effective December 1, 2021, the administration of Orbit was transferred to a third party Administrators. The accounts of Orbit were deconsolidated from those of the Company effective December 1, 2021.


We determined that the discontinued operations of Orbit represented a strategic shift that would have a major effect on our operations and the financial statements. Since the appointment of the Administrators, we accounted their businesses as discontinued operations and accordingly, have presented the results of operations and related cash flows as discontinued operations. Any remaining assets and liabilities of the discontinued operations have been presented separately, and are reflected within assets and liabilities from discontinued operations in the accompanying consolidated balance sheets as of December 31, 2022. Since the Company lost control of the management of Orbit in favor of the Administrators, the accounts of Orbit were deconsolidated effective December 1, 2021.


On November 28, 2023, the administration of Orbit ceased and the control of Orbit reverted back to the Company from the Administrators. The accounts of Orbit were consolidated with those of the Company effective November 28, 2023.


Genie Retail Energy

 

GRE operates REPs that resell electricity and/or natural gas to residential and small business customers in Connecticut, Delaware, Florida, Georgia, Illinois, Indiana, Maine, Maryland, Massachusetts, Michigan, New Hampshire, New Jersey, New York, Ohio, Pennsylvania, Texas, Rhode Island, and Washington, D.C. GRE’s revenues represented approximately 95.6% and 96.3% of our consolidated revenues in the years ended December 31, 2023 and 2022, respectively.


27

 

GRE’s cost of revenues consists primarily of natural gas and electricity purchased for resale. Certain of GRE’s REPs are party to an Amended and Restated Preferred Supplier Agreement with BP Energy Company, or BP, which is in effect through November 30, 2023. Those REPs’ ability to purchase electricity and natural gas under this agreement is subject to satisfaction of certain conditions including the maintenance of certain covenants.

 

As an operator of REPs, GRE does not own electrical power generation, transmission, or distribution facilities, or natural gas production, pipeline or distribution facilities. Instead, GRE’s REPs contract with various pipeline and distribution companies for natural gas pipeline, storage and transportation services, and utilizes NYISO, PJM, ISO New England and MISO for electric transmission and distribution. GRE’s cost of revenues includes scheduling costs, ISO fees, pipeline costs and utility service charges for the purchase of these services.

 

For risk management purposes, GRE’s REPs utilize put and call options and swaps as hedges against unfavorable fluctuations in market prices of electricity and natural gas and to reduce exposure from price fluctuations. The put and call options and swaps are recorded at fair value as a current asset or liability and any changes in fair value are recorded in cost of revenues. The impact of these options and swaps on cost of revenues is relatively small in comparison to the purchases of gas and electricity for resale.

 

The electricity transmission and distribution operators perform real-time load balancing for each of the electrical power grids in which GRE’s REPs operate. Similarly, the utility or the local distribution company, or LDC, performs load balancing for each of the natural gas markets in which GRE’s REPs operate. Load balancing ensures that the amount of electricity and natural gas that GRE’s REPs purchase is equal to the amount necessary to service their customers’ demands at any specific point in time. GRE’s REPs manage the differences between the actual electricity and natural gas demands of its customers and its bulk or block purchases by buying and selling in the spot market, and through monthly cash settlements and/or adjustments to futures deliveries in accordance with the load balancing performed by utilities, LDCs, and electricity transmission and distribution operators. Suppliers and the LDC’s charge or credit GRE for balancing the electricity and natural gas purchased and sold for its account.

 

Local utilities generally meter and deliver electricity and natural gas to GRE’s REPs' customers. The local utilities also provide billing and collection services on GRE’s REPs behalf for most of customers and certain local utilities offer purchase of receivables, or POR, programs. GRE’s REPs receive the proceeds less the utility’s fees for purchase of receivables billing and other ancillary services, where applicable. 


Volatility in the electricity and natural gas markets affects the wholesale cost of the electricity and natural gas that GRE’s REPs sell to customers. GRE’s REPs may not always choose to pass along increases in costs to their customers for various reasons including competitive pressures and for overall customer satisfaction. In addition, GRE’s REPs offer fixed rate products or guaranteed pricing and may be unable to change their sell rates offered to fixed rate and guaranteed pricing customers in response to volatility in the prices of the underlying commodities. This can adversely affect GRE’s gross margins and results of operations. Alternatively, increases in GRE’s REPs rates charged to customers may lead to increased customer churn. 

 

GRE’s REPs’ selling expense consists primarily of sales commissions paid to independent agents and marketing costs, which are the primary costs associated with the acquisition of customers. Selling, general and administrative expenses include compensation, benefits, utility fees for billing and collection, professional fees, rent and other administrative costs.

 

Seasonality and Weather; Climate Change


The weather and the seasons, among other things, affect GRE’s REPs’ revenues. Weather conditions have a significant impact on the demand for natural gas used for heating and electricity used for heating and cooling. Typically, colder winters increase demand for natural gas and electricity, and hotter summers increase demand for electricity. Milder winters and/or summers have the opposite effect. Unseasonable temperatures in other periods may also impact demand levels. Potential changes in global climate may produce, among other possible conditions, unusual variations in temperature and weather patterns, resulting in unusual weather conditions, more intense, frequent and extreme weather events and other natural disasters. Some climatologists believe that these extreme weather events will become more common and more extreme, which will have a greater impact on our operations. Natural gas revenues typically increase in the first quarter due to increased heating demands and electricity revenues typically increase in the third quarter due to increased air conditioning use. Approximately 48.1% and 39.7% of GRE’s natural gas revenues for the relevant years were generated in the first quarter of 2023 and 2022, respectively, when demand for heating was highest. Although the demand for electricity is not as seasonal as natural gas (due, in part, to usage of electricity for both heating and cooling), approximately 32.5% and 30.5% of GRE’s electricity revenues for 2023 and 2022, respectively, were generated in the third quarters of those years. GRE’s REPs’ revenues and operating income are subject to material seasonal variations, and the interim financial results are not necessarily indicative of the estimated financial results for the full year.


In addition to the direct physical impact that climate change may have on our business, financial condition and results of operations because of the effect on pricing, demand for our offerings and/or the energy supple markets, we may also be adversely impacted by other environmental factors, including: (i) technological advances designed to promote energy efficiency and limit environmental impact; (ii) increased competition from alternative energy sources; (iii) regulatory responses aimed at decreasing greenhouse gas emissions; and (iv) litigation or regulatory actions that address the environmental impact of our energy products and services.


28


Purchase of Receivable


Utility companies offer purchase of receivable, or POR, programs in most of the service territories in which we operate. GRE’s REPs reduce their customer credit risk by participating in POR programs for a majority of their receivables. In addition to providing billing and collection services, utility companies purchase those REPs’ receivables and assume all credit risk without recourse to those REPs. GRE’s REPs’ primary credit risk is therefore nonpayment by the utility companies. In the year ended December 31, 2023, the associated cost was approximately 0.9% of GRE's revenue. At December 31, 2023, 84.4% of GRE’s net accounts receivable were under a POR program. 


Concentration of Customers and Associated Credit Risk


GRE’s REPs reduce their customer credit risk by participating in purchase of receivable programs for a majority of their receivables. In addition to providing billing and collection services, some utility companies purchase those REPs’ receivables and assume all credit risk without recourse to those REPs for those purchased receivables. GRE’s REPs primary credit risk with respect to those purchased receivables is therefore nonpayment by the utility companies. Certain of the utility companies represent significant portions of our consolidated revenues and consolidated gross trade accounts receivable balance during certain periods, and such concentrations increase our risk associated with nonpayment by those utility companies.


The following table summarizes the percentage of consolidated trade receivable by customers that equal or exceed 10.0% of consolidated net trade receivables at December 31, 2023 and 2022 (no other single customer accounted for 10.0% or greater of our consolidated net trade receivable as of December 31, 2023 and 2022).


 

 

December 31,

 


 

2023

 

 

2022

 

Customer A 

 

 

na

% 

 

 

10.2

% 


na—less than 10.0% of consolidated net trade receivables


The following table summarizes the percentage of consolidated revenues from customers that equal or exceed 10% or greater of the Company’s consolidated revenues in the period (no other single customer accounted for more than 10% of consolidated revenues in these periods):


 

 

Year ended December 31,

 


 

2022

 

 

2021

 

Customer A 

 

 

na

%

 

 

10.1

%

Customer B

19.5


na


na—less than 10.0% of consolidated revenues in the period



29

 

Legal Proceedings


Although GRE endeavors to maintain best sales and marketing practices, such practices have been the subject of certain class action lawsuits in the past.


See Notes 15, Legal and Regulatory Proceedings, in the Notes to Consolidated Financial Statements in this Annual Report on Form 10-K, which is incorporated by reference.


Agency and Regulatory Proceedings 


From time to time, the Company responds to inquiries or requests for information or materials from public utility commissions or other governmental regulatory or law enforcement agencies related to investigations under statutory or regulatory schemes. The Company cannot predict whether any of those matters will lead to claims or enforcement actions or whether the Company and the regulatory parties will enter into settlements before a formal claim is made. See Note 15, Legal and Regulatory Proceedings, in the  Notes to Consolidated Financial Statements in this Annual Report on Form 10-K, which is incorporated by reference, for further detail on agency and regulatory proceedings. 


CRITICAL ACCOUNTING POLICIES 


Our financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses as well as the disclosure of contingent assets and liabilities. Critical accounting policies are those that require application of management’s most subjective or complex judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods. Our critical accounting policies include those related to the allowance for doubtful accounts, goodwill and income taxes. Management bases its estimates and judgments on historical experience and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. See Note 1 to the Consolidated Financial Statements in this Annual Report for a complete discussion of our significant accounting policies. 

 

Revenue Recognition


Revenues from the Sale of Electricity and Natural Gas


Revenue from the single performance obligation to deliver a unit of electricity and/or natural gas is recognized as the customer simultaneously receives and consumes the benefit. Variable quantities in requirements contracts are considered to be options for additional goods and services because the customer has a current contractual right to choose the amount of additional distinct goods to purchase. GRE records unbilled revenues for the estimated amount customers will be billed for services rendered from the time meters were last read to the end of the respective accounting period. The unbilled revenue is estimated each month based on available per day usage data, the number of unbilled days in the period and historical trends. 


Many utility companies in the U.S. offer purchase of receivable, or POR, programs in most of the service territories in which we operate, and GRE’s REPs participate in POR programs for a majority of their receivables. We estimate variable consideration related to our rebate programs using the expected value method and a portfolio approach. Our estimates related to rebate programs are based on the terms of the rebate program, the customer’s historical electricity and natural gas consumption, the customer’s rate plan, and a churn factor. Taxes that are imposed on our sales and collected from customers are excluded from the transaction price.


We recognize the incremental costs of obtaining a contract with a customer as an asset if it expects the benefit of those costs to be longer than one year. We determined that certain sales commissions to acquire customers meet the requirements to be capitalized. For GRE, we apply a practical expedient to expense costs as incurred for sales commissions to acquire customers as the period would have been one year or less. 


30

Revenues from Solar Panels


Our revenues from sales of solar panels are recognized at a point in time following the transfer of control of the solar panels to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. For sales contracts that contain multiple performance obligations, such as the shipment or delivery of solar modules, we allocate the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognize the related revenue as control of each individual product is transferred to the customer, in satisfaction of the corresponding performance obligations. 


Revenues from Solar Projects


Genie Solar enters into a contract to identify, develop, and in some cases operate solar generation sites to provide solar electricity to its customers. Solar project contracts consist of a series of tasks and components and accordingly are accounted for as multiple performance obligations. Because our performance creates and enhances assets that are controlled by and specific to customers, we recognize construction services revenue over time. Revenue for these performance obligations is recognized using the input method based on the cost incurred as a percentage of total estimated contract costs. Due to the significance of the costs associated with solar panels to the total project, our judgment on when such costs should be included in the measure of progress has a material impact on revenue recognition. Contract costs include all direct material and labor costs related to contract performance. 


Solar Energy Generation


Energy generation revenue is earned from both the sale of electricity generated from solar projects and the sale of renewable energy credits. Revenue from energy generation is recognized when we satisfy the performance obligation, which occurs at the time of the delivery of electricity at the contractual rates as stipulated in the power purchase entered into with the customers. We apply for and receive Solar Renewable Energy Credit ("SREC") in certain jurisdictions for power generated by solar energy systems it owns. There are no direct costs allocated to SRECs upon generation. We typically sell SRECs to different customers from those purchasing the energy. The sale of each SREC is a distinct performance obligation satisfied at a point in time and the performance obligation related to each SREC is satisfied when each SREC is delivered to the customer.


Others


Revenues from commissions from selling third-party products to customers, entry and other fees from the energy brokerage are recognized at the time the performance obligations are met. Our contracts with customers for commission revenue contain a single performance obligation and are satisfied at a point in time.


Allowance for Doubtful Accounts

 

We maintain an allowance for doubtful accounts for estimated losses that result from the inability or unwillingness of our customers to make required payments. The allowance for doubtful accounts was $6.6 million at December 31, 2023 and $4.8 million at December 31, 2022. Our allowance is determined based on known troubled accounts, historical experience and other currently available evidence. Our estimates of recoverability of customer accounts may change due to new developments, changes in assumptions or changes in our strategy, which may impact our allowance for doubtful accounts balance. We continually assess the likelihood of potential amounts or ranges of recoverability and adjust our allowance accordingly, however, actual collections and write-offs of trade accounts receivable may materially differ from our estimates.


Goodwill

 

Our goodwill balances were $10.0 million at December 31, 2023 and 2022. Goodwill is not amortized since it is deemed to have an indefinite life. It is reviewed annually (or more frequently under various conditions) for impairment using a fair value approach.


Goodwill is the excess of the acquisition cost of businesses over the fair value of the identifiable net assets acquired. Goodwill and other indefinite lived intangible assets are not amortized. These assets are reviewed annually (or more frequently under various conditions) for impairment using a fair value approach.


The fair value of the reporting unit is estimated using discounted cash flow methodologies, as well as considering third party market value indicators. Calculating the fair value of the reporting units requires significant estimates and assumptions by management. Should the estimates and assumptions regarding the fair value of the reporting units prove to be incorrect, the Company may be required to record impairments to its goodwill in future periods and such impairments could be material.

  

31

  

We perform our annual goodwill impairment test as of October 1. In reviewing goodwill for impairment, we have the option, for any or all of our reporting units that carry goodwill - to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (i.e. greater than 50%) that the estimated fair value of a reporting unit is less than its carrying amount. If we elect to perform a qualitative assessment and determine that an impairment is more likely than not, we are then required to perform the quantitative impairment test, otherwise, no further analysis is required. We also may elect not to perform the qualitative assessment and, instead, proceed directly to the quantitative impairment test. The ultimate outcome of the goodwill impairment review for a reporting unit should be the same whether we choose to perform the qualitative assessment or proceed directly to the quantitative impairment test. In 2023 and 2022, we elected to perform a qualitative analysis for our GRE reporting unit as of October 1. The Company determined, after performing a qualitative analysis, that there was no evidence that it is more likely than not that the fair value of any identified reporting unit was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test. We determined, after performing qualitative analysis, that there was no evidence that it is more likely than not that the fair value of any identified reporting unit was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test. 


The determination of the fair value of our reporting units is based on an income approach that utilizes discounted cash flows for each reporting unit and other Level 3 inputs as specified in the fair value hierarchy in ASC Topic 820, Fair Value Measurements and Disclosure. Under the income approach, we determine fair value based on the present value of the most recent cash flow projections for the reporting unit as of the date of the analysis and calculate a terminal value utilizing a terminal growth rate. The significant assumptions under this approach include, among others: income projections, which are dependent on future sales, new customers, customer behavior, competitor pricing, operating expenses, the discount rate, and the terminal growth rate. The cash flows used to determine fair value are dependent on a number of significant management assumptions such as the expectations of future performance and the expected future economic environment, which are partly based upon our historical experience. The estimates are subject to change given the inherent uncertainty in predicting future results. Additionally, the discount rate and the terminal growth rate are based on judgment of the rates that would be utilized by a hypothetical market participant.


Income Taxes

 

Our current and deferred income taxes and associated valuation allowance are impacted by events and transactions arising in the normal course of business as well as in connection with special and non-routine items. Assessment of the appropriate amount and classification of income taxes is dependent on several factors, including estimates of the timing and realization of deferred income tax assets, the results of Internal Revenue Service audits of our federal income tax returns, and changes in tax laws or regulations.

 

The valuation allowance on our deferred income tax assets was $10.1 million and $10.2 million at December 31, 2023 and 2022, respectively. We employ a tax strategy that enables us to currently deduct losses from our foreign subsidiaries against our profitable U.S. operations and we assess the realizability of deferred taxes quarterly. Because of our current projections, we concluded that we meet the criteria of more likely than not in order to utilize our deferred federal income tax assets in the foreseeable future and have released the valuation on the assets that we will utilize.

 

We use a two-step approach for recognizing and measuring tax benefits taken or expected to be taken in a tax return. We determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, we presume that the appropriate taxing authority that has full knowledge of all relevant information will examine the position. Tax positions that meet the more-likely-than-not recognition threshold are measured to determine the amount of tax benefit to recognize in the financial statements. The tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Differences between tax positions taken in a tax return and amounts recognized in the financial statements will generally result in one or more of the following: an increase in a liability for income taxes payable, a reduction of an income tax refund receivable, a reduction in a deferred tax asset, or an increase in a deferred tax liability. We review and adjust our liability for unrecognized tax benefits based on our best estimate and judgment given the facts, circumstances and information available at each reporting date. To the extent that the outcome of these tax positions is different from the amounts recorded, such differences may affect income tax expense and actual tax payments.


RECENTLY ISSUED ACCOUNTING STANDARDS


Information regarding new accounting pronouncements is included in Note 1 — Description of Business and Summary of Significant Accounting Policies, to the Consolidated Financial Statements included in this Annual Report on Form 10-K.

 

RESULTS OF OPERATIONS

 

We evaluate the performance of our operating business segments based primarily on income (loss) from operations. Accordingly, the income and expense line items below income (loss) from operations are only included in our discussion of the consolidated results of operations.

 

32

 

Year Ended December 31, 2023 compared to Year Ended December 31, 2022

 

Genie Retail Energy Segment

 

  

Year ended December 31,

 

 

Change

 

(amounts in thousands)

 

2023

 

 

2022

 

 

$

 

 

%

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Electricity 

 

$

350,779

 

 

$

241,828

 

 

$

108,951

 

 

45.1

%

Natural gas              

 

 

55,988

 

 

 

62,144

 

 

 

(6,156

 )

 

 

(9.9

 )
Others

3,112


—


3,112


#DIV/0!

Total revenues              

 

 

409,879

 

 

 

303,972

 

 

 

105,907

 

 

34.8

Cost of revenues              

 

 

266,519

 

 

 

150,990

 

 

 

115,529

 

 

76.5

Gross profit              

 

 

143,360

 

 

 

152,982

 

 

 

(9,622

 )

 

 

(6.3

 )

Selling, general and administrative              

 

 

71,449

 

 

 

60,425

 

 

 

11,024

 

 

18.2

Income from operations              

 

$

71,911

 

 

$

92,557

 

 

$

(20,646

 )

 

 

(22.3

 )


nm—not meaningful


Revenues. GRE’s electricity revenues increased in 2023 compared to 2022. The increase in electricity revenues in 2023 compared to 2022 was the result of an increase in electricity consumption partially offset by a decrease in the average price charged to customers. Electricity consumption by GRE's REPs' customers increased by 47.8% in 2023 compared to 2022. The increase in electricity consumption reflected an increase in the average number of meters served, which increased by 41.7% in 2023 compared to 2022 and a 4.3% increase in average electricity consumption per meter in 2023 compared to 2022. The increase in meters served was driven by strong customer acquisitions during 2023, while customer acquisition efforts had been reduced during 2022. Electricity consumption per meter increased in 2023 due to warmer weather conditions in our service areas compared to 2022. The average rate per kilowatt hour sold decreased by 1.9% in 2023 compared to 2022. The decrease in the average rate per kilowatt hour sold is due to a decrease in the average wholesale price of electricity in 2023 compared to 2022.

 

GRE’s natural gas revenues decreased in 2023 compared to 2022. The decrease in natural gas revenues in 2023 compared to 2022 was a result of decreases in natural gas consumption and the average revenue per therm sold. Natural gas consumption of GRE's REPs customers decreased by 0.4% in 2023 compared to 2022. Average consumption per meter decreased by 6.6% in 2023 compared to 2022 while the average meters served increased by 6.6% in 2023 compared to 2022. The average rate per therm sold decreased by 9.5% in 2023 compared to 2022. The decrease in the average revenue per therm sold is due to the decrease in the average wholesale price of natural gas in 2023 compared to 2022.


Other revenues in 2023 included revenues from the sale of petroleum products in Israel.


The customer base for GRE's REPs as measured by meters serviced consisted of the following:


(in thousands)

 

December 31,
2023

 

 

September 30,
2023

 

 

June 30,
2023

 

 

March 31,
2023

 

 

December 31,
2022

 

Meters at end of quarter:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electricity customers

 

 

279

 

 

 

304

 

 

 

301

 

 

 

271

 

 

 

196

 

Natural gas customers

 

 

82

 

 

 

81

 

 

 

80

 

 

 

78

 

 

 

79

 

Total meters

 

 

361

 

 

 

385

 

 

 

381

 

 

 

349

 

 

 

275

 


Gross meter acquisitions in 2023 were 316,000 compared to 159,000 in 2022.  The number of meters served on December 31, 2023 increased by 86,000 meters or 31.3% from December 31, 2022. The increase in the gross meter acquisitions for the year ended December 31, 2023 compared to 2022 was due to a “strategic pause” on certain customer acquisition channels that started in the fourth quarter of 2021 and continued through 2022. In the first quarter of 2023, we resumed customer acquisition activities using a variety of new and existing channels. 


In 2023, average monthly churn slightly increased to 4.9% compared to 4.8% in 2022. 

 

33

 

The average rates of annualized energy consumption, as measured by residential customer equivalents, or RCEs, are presented in the chart below. An RCE represents a natural gas customer with annual consumption of 100 mmbtu or an electricity customer with annual consumption of 10 MWh. Because different customers have different rates of energy consumption, RCEs are an industry standard metric for evaluating the consumption profile of a given retail customer base.

 

(in thousands)

 

December 31,
2023

 

 

September 30,
2023

 

 

June 30,
2023

 

 

March 31,
2023

 

 

December 31,
2022

 

RCEs at end of quarter:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electricity customers

 

 

272

 

 

 

298

 

 

 

304

 

 

 

276

 

 

 

181

 

Natural gas customers

 

 

78

 

 

 

77

 

 

 

76

 

 

 

77

 

 

 

81

 

Total RCEs

 

 

350

 

 

 

375

 

 

 

380

 

 

 

353

 

 

 

262

 

 

RCEs increased by 33.6% at December 31, 2023 compared to December 31, 2022. The increase is due to the resumption of customer acquisition activities in 2023 as discussed above. 

 

Cost of Revenues and Gross Margin Percentage. GRE’s cost of revenues and gross margin percentage were as follows: 

 

 

Year ended December 31,

 

 

Change

 

(amounts in thousands)

 

2023

 

 

2022

 

 

$

 

 

%

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Electricity              

 

$

218,631

 

 

$

106,382

 

 

$

112,249

 

 

105.5

 %

Natural gas              

 

 

45,205

 

 

 

44,608

 

 

 

597

 

 

1.3
Others

2,683


—


2,683


nm

Total cost of revenues              

 

$

266,519

 

 

$

150,990

 

 

$

115,529

 

 

76.5

 %

 

nm—not meaningful
Year ended December 31,




 

2023

 

 

2022

 

 

Change

 

Gross margin percentage:

 

 

 

 

 

 

 

 

 

Electricity              

 

 

37.7%

 

 

 

56.0%

 

 

 

-18.3%

Natural gas              

 

 

19.3%

 

 

 

28.2%

 

 

 

-9.0%
Others

13.8%


—


13.8%

Total gross margin percentage              

 

 

35.0%

 

 

 

50.3%

 

 

 

-15.4%


Cost of revenues for electricity increased in 2023 compared to 2022 primarily because of increases in electricity consumption and the average unit cost of electricity. The average unit cost of electricity increased by 39.0% in 2023 compared to 2022 due to loss recognized from derivatives in 2023 from the fluctuation of the wholesale price of electricity, while we recognized a significant gain from derivatives in 2022. Electricity consumption by GRE's REPs' customers increased by 47.8% in 2023 compared to 2022. The gross margin on electricity decreased in 2023 compared to 2022, because the average cost of electricity increased while the rate charged to customers decreased. While the average unit cost of electricity decreased in 2023 compared to 2022, the cost of revenue in 2022 was reduced by the favorable results of hedges.


Cost of revenues for natural gas increased in 2023 compared to 2022 primarily because of an increase in the average unit cost of natural gas partially offset by a decrease in total natural gas consumption. The average unit cost of natural gas increased 1.3% in 2023 compared to 2022. Natural gas consumption by GRE’s REPs’ customers decreased by 0.4% in 2023 compared to 2022. Gross margin on natural gas sales decreased in 2023 compared to 2022 because the average unit cost of natural gas increased while the average rate charged to customers decreased.  


The cost of other revenues in 2023 included the cost of petroleum products sold in Israel.

 

Selling, General and Administrative. The increase in selling, general and administrative expenses in 2023 compared to 2022 was primarily due to increases in marketing and customer acquisition costs and employee-related costs partially offset by a decrease in legal settlement costs. Marketing and customer acquisition expenses increased by $6.1 million in 2023 compared to 2022 as a result of an increase in the number of meters acquired. Employee-related expenses increased by $2.2 million in 2023 compared to 2022 primarily due to an increase in the number of employees, commissions earned by employees from commercial sales and share based compensation expenses. Processing and regulatory fees increased by $1.9 million in 2023 compared to 2022 as a result of a higher level of activities from an increase in the number of meters. We also paid $0.5 million in legal fees and settlements in Connecticut in 2023. No legal settlements were paid in 2022. As a percentage of GRE’s total revenues, selling, general and administrative expenses decreased to 17.4% in 2023 from 19.9% in 2022.

 

34

Genie Renewables


The Genie Renewables (formerly GES) segment is composed of Genie Solar, CityCom Solar and Diversegy. Genie Solar is an integrated solar energy company that develops, constructs and operates solar energy projects for commercial and industrial customers as well as its own portfolio. CityCom Solar is a marketer of alternative products and services complementary to our energy offerings. Diversegy provides energy brokerage and advisory services to commercial and industrial customers. 


On November 3, 2023, the Company acquired ten special-purpose entities that own and operate solar system facilities in Ohio and Michigan for an aggregate purchase price of $7.5 million. The acquisition is accounted for as an asset acquisition and recognized $7.7 million, including $0.2 million of direct transaction cost to solar arrays assets included in the property and equipment account in the consolidated balance sheet. 


The Company recorded revenue from the solar array acquisitions of approximately $0.1 million in its consolidated statements of operations and comprehensive income for the year ended December 31, 2023.

 

 

Year Ended December 31,

 

 

Change

 

(amounts in thousands)

 

2023

 

 

2022

 

 

$

 

 

%

 

Revenue              

 

$

18,829

 

 

$

11,567

 

 

$

7,262

 

 

62.8

 %

Cost of revenue        

 

 

15,983

 

 

 

9,767

 

 

 

6,216

 

 

63.6
Gross profit

2,846


1,800


1,046

58.1
Selling, general and administrative expenses

8,635


5,328


3,307

62.1

(Loss) income from operations              

 

$

(5,789

 )

 

$

(3,528

 )

 

$

(2,261

 )

 

 

64.1

 %

 

Revenue. Genie Renewables' revenues increased in 2023 compared to 2022. The increases in revenues were the result of increases in revenues from commissions from selling third-party products to customers by CityCom Solar and revenues from Diversegy that includes commissions, entry fees and other fees from our energy brokerage and marketing services businesses. 


Cost of Revenue. The variations in the cost of revenues in 2023 compared to 2022 are consistent with the variations in revenues of CityCom Solar and Diversegy. In 2023, we recorded a $1.1 million charge to the cost of revenues of Genie Solar to write down the carrying value of solar panel inventories to the estimated net realizable value. 


Selling, General and Administrative. Selling, general and administrative expenses increased in 2023 compared to 2022 primarily due to increases in headcount in Genie Solar and Diversegy and consulting fees and warehousing costs at Genie Solar.


Corporate

 

As discussed above, the remaining accounts of GRE International were transferred to corporate starting in the third quarter of 2022. Entities under corporate do not generate any revenues, nor does it incur any cost of revenues. Corporate costs include unallocated compensation, consulting fees, legal fees, business development expense and other corporate-related general and administrative expenses.

 

 

Year Ended December 31,

 

 

Change

 

(amounts in thousands)

 

2023

 

 

2022

 

 

$

 

 

%

 

General and administrative expenses
$ 11,025

$ 9,209

$ 1,816

19.7 %
Provision for captive insurance liability

45,088


—


45,088


100.0
Impairment of assets

—


2,066


(2,066 )

(100.0 )

Loss from operations

 

$

(56,113

 )

 

$

(11,275

 )

 

$

(44,838

 )

 

 

397.7


The increase in Corporate general and administrative expenses in 2023 compared to 2022 was primarily due increases in employee related cost and stock-based compensation expenses. As a percentage of our consolidated revenues, corporate general and administrative expenses slightly decreased from 2.9% in 2022 to 2.6% in 2023. 


In December 2023, we established a wholly-owned captive insurance subsidiary (the "Captive") with the primary purpose of enhancing our risk financing strategies. In December 2023, we paid $51.2 million premiums to Captive, which amount is included in restricted cash in our consolidated balance sheet as of December 31, 2023. The Captive must maintain a sufficient level of cash to fund future reserve payment and secure the insurer's liabilities, particularly those related to the insured risks. We also recognized a $45.1 million provision for captive insurance liability for the year ended December 31, 2023 related to Captive's exposure for the insured risks.


35


In December 2022, the Company suspended the development of business operations of Petrocycle, Ltd. ("Petrocycle"), a pre-operating entity engaged in the development of a process to recycle used engine oil into usable gasoline,  after it was determined that the current operations will not meet the expected results. Petrocycle provided full impairment of its property and equipment and notes and other receivables from its minority interest partner for an aggregate amount of $2.1 million.


Consolidated

 

Selling, General and Administrative. Stock-based compensation expense included in consolidated selling, general and administrative expenses were $2.8 million and $3.0 million in 2023 and 2022, respectively. At December 31, 2023, aggregate unrecognized compensation cost related to non-vested stock-based compensation was $1.2 million. The unrecognized compensation cost expected to be recognized over the average service period of 0.9 years.


As a percentage of our consolidated revenues, selling, general and administrative expenses decreased from 23.8% in 2022 to 21.3% in 2023.

 

The following is a discussion of our consolidated income and expense line items below loss from operations.

 

 

Year Ended December 31,

 

 

Change

 

(amounts in thousands)

 

2023

 

 

2022

 

 

$

 

 

%

 

Income from operations              

 

$

10,009

 

$

77,754


 

$

(67,745

)  

 

 

(87.1)

%

Interest income              

 

 

5,076

 

 

 

835

 

 

 

4,241

 

 

507.9

Interest expense             

 

 

(99

 )

 

 

(129

 )

 

 

30

 

 

23.3
Gain (loss) on marketable equity securities and investments

478

(417 )

895

214.6

Other income, net              

 

 

2,644

 

 

(520

 )

 

 

3,164

 

 

(608.5

 )

Provision for income taxes              

 

 

(4,239

 )

 

 

(21,037

 )

 

 

16,798

 

 

79.8

Net income from continuing operations

 

 

13,869

 

 

56,486


 

 

(42,617

)  

 

 

(75.4

 )
Income from discontinued operations, net of tax

6,409


30,445


(24,036 )

78.9
Net income

20,278


86,931


(66,653 )

(76.7 )

Net (income) loss attributable to noncontrolling interests       

 

 

(740

 )

 

 

874

 

 

(1,614

)

 

 

(184.7

 )

Net income attributable to Genie Energy Ltd.     

 

$

19,538

 

$

87,805


 

$

(68,267

)  

 

 

(77.7

)%

 

nm — not meaningful

 

Interest income. Interest income increased in year ended December 31, 2023, compared to the same period in 2022 primarily due to increases in average cash, cash equivalents and restricted cash during the period and significant increases in average effective interest rates on those balances.


Gain (loss) on Marketable Equity Securities and Investments. The gain on marketable equity securities and investment for the year ended December 31, 2023 pertains to the change in fair value of the Company's investments various entities including investments in common stock of Rafael Holdings, Inc. ("Rafael") which the Company acquired in December 2020.


Other income (loss), net. Other income (loss), net in the year ended December 31, 2023 consisted primarily of on-time tax credit related to payroll taxes incurred in prior years. .

 

Provision for Income Taxes. The decrease in provision for income tax in 2023 compared to 2022 is primarily due to decreases in the amount of taxable income in the various taxing jurisdictions. Income before income taxes decreased to $18.1 million in 2023 compared to $77.5 million in 2022.

 

Net (Income) Loss Attributable to Noncontrolling Interests. Net income attributable to noncontrolling interests for the year ended December 31, 2023 is primarily consist of net income from Citizens Choice ("CCE") partially offset by losses incurred in various businesses in Renewables segments. Net loss attributable to noncontrolling interests for the year ended December 31, 2022 primarily consists of net losses from CCE and various businesses in Renewables segments.

 

36


Income from discontinued operations, net of tax. Income from discontinued operations, net of tax in year ended December 31, 2023 is mainly from an increase in the estimated value of our investments in Orbit and foreign exchange differences in Lumo Sweden. Income from discontinued operations, net of tax in the year ended December 31, 2022 is mainly due to result of operations of Lumo Finland and Lumo Sweden.


LIQUIDITY AND CAPITAL RESOURCES 

 

General

 

We currently expect that our cash flows from operations in the next twelve months and the $107.6 million balance of unrestricted cash and cash equivalents that we held at December 31, 2023 will be sufficient to meet our currently anticipated cash requirements for at least the period from January 1, 2023 to March 16, 2024.

 

At December 31, 2023, we had working capital (current assets less current liabilities) of $131.6 million. 

 

 

 

Year ended December 31,

 

(amounts in thousands)

 

2023

 

 

2022

 

Cash flows provided by (used in):

 

 

 

 

 

 

Operating activities              

 

$

50,938

 

 

$

66,004

Investing activities              

 

 

(10,005

 )

 

 

(5,234

 )

Financing activities              

 

 

(15,157

 )

 

 

(25,523

 )

Effect of exchange rate changes on cash, cash equivalents and cash equivalents        

 

 

(60

 )

 

 

17
Increase in cash, cash equivalents and restricted cash from continuing operations

25,716


35,264
Cash flows (used in) provided by discontinued operations

35,185

(29,408 )

Increase in cash, cash equivalents and restricted cash

 

$

60,901

 

$

5,856

 

Operating Activities

 

Cash, cash equivalents and restricted cash provided by continuing operating activities were $50.9 million and $66.0 million in the years ended December 31, 2023 and 2022, respectively. Net income from continuing operations after non-cash adjustments increased to $21.1 million in 2023 compared to $64.3 million in 2022. The increase is primarily the result of favorable results of continuing operations in 2022 compared 2021.


Our cash flow from operations varies significantly from quarter to quarter and from year to year, depending on our operating results and the timing of operating cash receipts and payments, specifically trade accounts receivable and trade accounts payable. Changes in working capital decreased cash flows by $28.1 million for 2023, compared to 2022. Changes in other assets decreased cash flows by $1.0 million for 2023, compared to 2022.


Certain of GRE's REPs are party to an Amended and Restated Preferred Supplier Agreement with BP, which is to be in effect through November 30, 2023. Under the agreement, the REPs purchase electricity and natural gas at market rate plus a fee. The obligations to BP are secured by a first security interest in deposits or receivables from utilities in connection with their purchase of the REP’s customer’s receivables, and in any cash deposits or letters of credit posted in connection with any collateral accounts with BP. The ability to purchase electricity and natural gas under this agreement is subject to satisfaction of certain conditions including the maintenance of certain covenants. At December 31, 2023, we were in compliance with such covenants. At December 31, 2023, restricted cash—short-term of $0.7 million and trade accounts receivable of $67.5 million were pledged to BP as collateral for the payment of trade accounts payable to BP of $21.0 million at December 31, 2023.

 

We had purchase commitments of $144.1 million at December 31, 2023, of which $128.3 million was for purchases of electricity.

 

As discussed above, in December 2023, we established a Captive insurance company. At December 31, 2023, the balance of short-term and long-term restricted of Captive are $6.5 million and $44.9 million, respectively. We also recognized $45.1 million provision for captive insurance liability for the year ended December 31, 2023, related to Captive's exposure for the insured risks. At December 31, 2023, the current captive insurance liability of $0.1 million is included in other current liabilities in the consolidated balance sheet. The amount of the expected loss liability for each risk is based on an analysis performed by a third-party actuary which assumed historical patterns. The key assumptions used in developing these estimates are subject to variability.


37


We are a lessee under operating lease agreements primarily for office space in locations where we operate and for our solar development projects with lease periods expiring between 2024 and 2052. Our future lease payments under the operating leases as of December 31, 2023 were 4.0 million.


GRE has performance bonds issued through a third party for the benefit of certain utility companies and for various states in order to comply with the states’ financial requirements for retail energy providers. At December 31, 2023, we had outstanding aggregate performance bonds of $19.4 million and a minimal amount of unused letters of credit.


From time to time, we receive inquiries or requests for information or materials from public utility commissions or other governmental regulatory or law enforcement agencies related to investigations under statutory or regulatory schemes, and we respond to those inquiries or requests. We cannot predict whether any of those matters will lead to claims or enforcement actions.

 

Investing Activities


Our capital expenditures were $1.4 million and $1.0 million in 2023 and 2022, respectively. The increase in capital expenditures in 2023 compared to 2022 is due to construction in progress in Genie Solar. In the year ended December 31, 2023, we transferred solar panels with carrying value of $5.4 million that are indented to be used in Genie Solar projects from inventories to construction in progress. We currently anticipate that our total capital expenditures in the year ending December 31, 2024 will be between $10.0 million and $20.0 million mostly related to the solar projects of Genie Renewables.


In 2020 and 2021, we invested an aggregate of $6.0 million for 261,984 shares of Class B common stock of Rafael. Rafael, a publicly-traded company and a related party. In the year ended December 31, 2023, we sold 195,501 shares of Class B common stock of Rafael for $0.3 million. In the year ended December 31, 2023, we acquired 150,001 shares of Class B common stock of Rafael for $0.3 million. We do not exercise significant influence over the operating or financial policies of Rafael. At December 31, 2023, the carrying value of the remaining investments in the Class B common stock of Rafael was $0.4 million.


In the year ended December 31, 2023, we invested $4.6 million to purchase the common stock of a publicly-traded company which we sold for $3.9 million during the same period.


In the year ended December 31, 2023, we invested $4.4 million to purchase investments in total return swap which we sold for $5.5 million during the same period.


In March 2023, we received $0.1 million from Atid 613 Drilling Ltd. ("Atid 613") for the full settlement of its investment in Atid 613 and recognized a minimal gain from settlement of investment included in other income (loss), net in its consolidated statements of operations for the year ended December 31, 2023.


On November 3, 2023, we acquired ten special-purpose entities that own and operate solar system facilities in Ohio and Michigan for an aggregate purchase price of $7.5 million. The acquisition is accounted for as an asset acquisition with a total purchase price of $7.7 million, including $0.2 million of direct transaction cost to solar arrays assets included in the property and equipment account in our consolidated balance sheet.


In 2023 and 2022, we acquired minimal interests in various ventures for an aggregate amount of investments of $1.2 million and $2.7 million, respectively.

 

On November 29, 2021, Orbit, which operated in the United Kingdon, was declared insolvent and its customers were transferred to the “supplier of last resort.” Effective December 1, 2021, the administration of Orbit was transferred to third-party Administrators. The accounts of Orbit were deconsolidated from those of the Company effective December 1, 2021. In 2022, we transferred $28.3 million to the Administrator as part of the administration process. On November 28, 2023, the administration of Orbit ceased and the control of Orbit reverted back to the Company from the Administrators. The accounts of Orbit were consolidated with those of the Company effective November 28, 2023. In 2023 and 2022, the Administrator paid us a return of its interest in Orbit of £18.8 million (equivalent to $23.7 million on the dates of transfer) and £4.6 million (equivalent to $5.4 million on the dates of transfer), respectively.


On February 21, 2022, we entered into a Loan and Security Agreement to extend up to 5.5 million New Israel Shekel, or NIS (equivalent to $1.5 million as at December 31, 2022) with Natan Ohayon (the "Ohayon Loan"). Natan Ohayon holds a minority interest in (Petrocycle Ltd ("Petrocycle"), a subsidiary of the Company. Petrocycle is a pre-operating entity engaged in the development of a process to recycle used engine oil into usable gasoline. The Ohayon Loan, which is secured by all assets that Mr. Ohayon acquired using the proceeds of the loan bears a minimum interest as set by the Income Tax Regulations of Israel (3.23% in 2022) and is due, together with the principal amount on or before December 31, 2023. In December 2022, the Company suspended the development of business operations of Petrocycle after it was determined that the current operations will not meet the expected results. Petrocycle fully impaired its property and equipment and notes and other receivables from its minority interest partner for an aggregate amount of $2.1 million.


38


Financing Activities

 

In the year ended December 31, 2023, we paid Base Dividends of $0.1594 per share on our Series 2012-A Preferred Stock or Preferred Stock. In the year ended December 31, 2022 we accrued Additional Dividends on our Preferred Stock of $0.5301 per share in respect of GRE's results of operations through December 31, 2022, which Additional Dividends we paid on May 15, 2023 to stockholders of record as of May 5, 2023. In the year ended December 31, 2023, we paid Base Dividends of $0.3188 per share of our 2012-A Preferred Stock or Preferred Stock. We paid $1.4 million and $0.9 million in dividends on our Preferred Stock in the years ended December 31, 2023 and 2022, respectively.


In each of the years ended December 31, 2023 and 2022, we paid dividends of $0.30 per share to holders of our Class A common stock and Class B common stock. We paid common stock dividends in an aggregate amount of $8.0 million and $7.7 million in the years ended December 31, 2023 and 2022, respectively. 


On February 28, 2024, we paid a dividend of $0.075 per share to holders of our Class A common Stock and Class B common stock to stockholders of record as of the close of business on February 20, 2024. 

 

On March 11, 2013, our Board of Directors approved a program for the repurchase of up to an aggregate of 7.0 million shares of our Class B common stock. In the year ended December 31, 2023, we acquired 3,778 shares of Class B common stock under the stock purchase program for an aggregate amount of $0.1 million. In the year ended December 31, 2022, we acquired 639,393 Class B common stock under the repurchase program for an aggregate amount of $4.4 million. At December 31, 2023, 4.7 million shares remained available for repurchase under the stock repurchase program.


On February 7, 2022, the Board of Directors of the Company authorized a program to redeem, beginning, in the second quarter of 2022, up to $1.0 million per quarter of our Preferred Stock at the liquidation preference of $8.50 per share.  In 2022 and 2023, we redeemed 983,385 and 1,339,341 shares of Preferred Stock at the liquidation preference of $8.50 for an aggregate amount of  $11.4 million and $ 8.4 million, respectively. Following the redemption, there are no shares of Preferred Stock outstanding, all rights of Preferred Stockholders have terminated, and the Preferred Stock’s ticker symbol, "GNEPRA", has been retired.


In June 2023, several holders of warrants exercised warrants to purchase 1,048,218 shares of Class B common stock warrants for $5.0 million.


On December 13, 2018, we entered into a Credit Agreement with JPMorgan Chase Bank (“Credit Agreement”). On February 14, 2024, the Company entered into the third amendment of its existing Credit Agreement to extend the maturity date of December 31, 2024. The aggregate principal amount was retained at $3.0 million credit line facility (“Credit Line”). The Company pays a commitment fee of 0.1% per annum on the unused portion of the Credit Line as specified in the Credit Agreement. The borrowed amounts will be in the form of letters of credit which will bear interest of 1.0% per annum. The Company will also pay a fee for each letter of credit that is issued equal to the greater of $500 or 1.0% of the original maximum available amount of the letter of credit. We agreed to deposit cash in a money market account at JPMorgan Chase Bank as collateral for the line of credit equal to $3.1 million. As of December 31, 2023, there is no issued letter of credit from the Credit Line. At December 31, 2023, the cash collateral of $3.2 million was included in restricted cash—short-term in the consolidated balance sheet.


In the year ended December 31, 2023, we paid $2.9 million to shares of our Class B common stock, and, in the year ended December 31, 2023, we paid $0.6 million to repurchase shares of our Class B common stock tendered by our employees to satisfy tax withholding obligations in connection with the lapsing of restrictions on awards of restricted stock. Such shares were repurchased by us based on their fair market value on the trading day immediately prior to the vesting date.

 

Cash flows from discontinued operations


Cash provided by operating activities of discontinued operations was $11.5 million in 2023 compared to $14.7 million in 2022. The cash provided by operating activities of discontinued operations in the years ended December 31, 2023 and 2022 includes proceeds from the settlement of hedges of Lumo Sweden and favorable results of operations of Lumo Finland and Lumo Sweden in 2022. Net provided by investing activities of discontinued operations was $23.6 million in the year ended December 31, 2023 from the return of cash transferred to the Administrator or Orbit in prior year. The investing activities of discontinued operations in year ended December 31, 2023 is due to the transfer of cash proceeds from unwinding of the contract of Orbit with Shell  to the Administrators of Orbit in the first quarter of 2022 to settle its liabilities, net of cash received from the Administrators during the second half of 2022.


ENVIRONMENTAL MATTERS


For information concerning climate change, see "Climate Change" in Item I.


39



We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 for 2023 and are not required to provide the information under this item.

 

Our primary market risk exposure is the price applicable to our natural gas and electricity purchases and sales. The sales price of our natural gas and electricity is primarily driven by the prevailing market price. Hypothetically, for our GRE segment, if our gross profit per unit in 2023 had remained the same as in 2022, due to changes in the price of natural gas and electricity, our gross profit from electricity sales would have increased by $68.1 million in 2023 and our gross profit from natural gas sales would have increased by $6.7 million in 2023.


The energy markets have historically been very volatile, and we can reasonably expect that electricity and natural gas prices will be subject to fluctuations in the future. In an effort to reduce the effects of the volatility of the cost of electricity and natural gas on our operations, we have adopted a policy of hedging electricity and natural gas prices from time to time, at relatively lower volumes, primarily through the use of put and call options and swaps. While the use of these hedging arrangements limits the downside risk of adverse price movements, it also limits future gains from favorable movements. We do not apply hedge accounting to these swaps or options, therefore the mark-to-market change in fair value is recognized in cost of revenue in our consolidated statements of operations. See Note 4 – Derivative Instruments, for details of the hedging activities.

 

 

Our Consolidated Financial Statements and supplementary data and the report of the independent registered public accounting firm thereon set forth starting on page F-1 herein are incorporated herein by reference.

 

 

None.

 


Evaluation of Disclosure Controls and Procedures


The Company, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of December 31, 2023. Based on our evaluation, our principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2023.


Management's Annual Report on Internal Control Over Financial Reporting

 

We, the management of Genie Energy Ltd. and subsidiaries (the “Company”), are responsible for establishing and maintaining adequate internal control over financial reporting of the Company.


The Company’s internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with generally accepted accounting principles in the United States and includes those policies and procedures that:


1. Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets of the Company;

 
2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

 
3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

 

40


Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023. In making this assessment, the Company’s management used the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). 

 

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our internal control over financial reporting, as prescribed above, as of December 31, 2023. Based on our evaluation, our principal executive officer and principal financial officer concluded that the disclosure controls and procedures were effective as such date. 


The effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 has been audited by Zwick CPA, PLLC, an independent registered public accounting firm, as stated in their report which appears herein.


Changes in Internal Control over Financial Reporting


Except for the changes in connection with our implementation of the remediation discussed above, there have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) that occurred during the fourth quarter period that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.  


 

None.



Not applicable.

 

41

 

 

 

The following is a list of our directors and executive officers along with the specific information required by Rule 14a-3 of the Securities Exchange Act of 1934:

 

Executive Officers


Michael Stein — Chief Executive Officer

 

Avi Goldin — Chief Financial Officer

 

Directors


Howard S. Jonas — Chairman of the Board of the Company


Joyce Mason — Corporate Secretary of the Company

 

W. Wesley Perry — Owner and operator of S.E.S. Investments, Ltd., an oil and gas investment company

 

Alan B. Rosenthal — Founder and managing partner of ABR Capital Financial Group LLC, an investment fund

 

Allan Sass — Former President and Chief Executive Officer of Occidental Oil Shale Corporation, a subsidiary of Occidental Petroleum


Ex-Officio Director


James A. Courter

 

The remaining information required by this Item will be contained in our Proxy Statement for our Annual Stockholders Meeting, which will be filed with the Securities and Exchange Commission within 120 days after December 31, 2023, and which is incorporated by reference herein.

 

Corporate Governance

 

We have included as exhibits to this Annual Report on Form 10-K certificates of our Chief Executive Officer and Chief Financial Officer certifying the quality of our public disclosure.

 

We make available free of charge through the investor relations page of our web site (www.idt.net/ir) our Annual Reports on Form 10–K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports, and all beneficial ownership reports on Forms 3, 4 and 5 filed by directors, officers and beneficial owners of more than 10% of our equity, as soon as reasonably practicable after such reports are electronically filed with the Securities and Exchange Commission. We have adopted codes of business conduct and ethics for all of our employees, including our principal executive officer, principal financial officer and principal accounting officer. Copies of the codes of business conduct and ethics are available on our web site.

 

Our web site and the information contained therein or incorporated therein are not intended to be incorporated into this Annual Report on Form 10-K or our other filings with the SEC.

 

 

The information required by this Item will be contained in our Proxy Statement for our Annual Stockholders Meeting, which will be filed with the Securities and Exchange Commission within 120 days after December 31, 2023, and which is incorporated by reference herein.

 

 

The information required by this Item will be contained in our Proxy Statement for our Annual Stockholders Meeting, which will be filed with the Securities and Exchange Commission within 120 days after December 31, 2023, and which is incorporated by reference herein.

 

 

The information required by this Item will be contained in our Proxy Statement for our Annual Stockholders Meeting, which will be filed with the Securities and Exchange Commission within 120 days after December 31, 2023, and which is incorporated by reference herein.

 

 

The information required by this Item will be contained in our Proxy Statement for our Annual Stockholders Meeting, which will be filed with the Securities and Exchange Commission within 120 days after December 31, 2023, and which is incorporated by reference herein.

42

 

 

(a)

The following documents are filed as part of this Report:

 

 

1.

Reports of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

 

 

Reports of Independent Registered Public Accounting Firms on Consolidated Financial Statements



 

2.

Financial Statement Schedules.

 

 

All schedules have been omitted since they are either included in the Notes to Consolidated Financial Statements or not required or not applicable.



 

3.

The exhibits listed in paragraph (b) of this item. Exhibit Numbers 10.01, 10.02 and 10.03 are management contracts or compensatory plans or arrangements.

 

(b)

Exhibits.

 

Exhibit
Number

 

Description of Exhibits

3.01(1)

 

Amended and Restated Certificate of Incorporation of the Registrant.

 

 

 

3.02(2)

 

Fourth Amended and Restated By-Laws of the Registrant.



4.02*
Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

 

 

 

10.01(3)

 

Fourth Amended and Restated Employment Agreement, effective as of January 1, 2024, between the Registrant and Avi Goldin.

 

 

 

10.02(4)

 

2021 Stock Option and Incentive Plan of Genie Energy Ltd., as Amended and Restated

 

 

 

10.03(1)

 

Preferred Supplier Agreement between IDT Energy, Inc. and BP Energy Company, dated June 29, 2009, as amended.

 

 

 

21.01*

 

Subsidiaries of the Registrant.

 

 

  
23.01*
Consent of Zwick, PLLC (Formerly known as Zwick & Banyai, PLLC)



31.01*

 

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.02*

 

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.01*

 

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.02*

 

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



97* Compensation Clawback Policy

   

43

 

Exhibit
Number

 

Description of Exhibits

101.INS*

 

XBRL Instance Document

 

 

 

101.SCH*

 

XBRL Taxonomy Extension Schema Document

 

 

 

101.CAL*

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

101.DEF*

 

XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

101.LAB*

 

XBRL Taxonomy Extension Label Linkbase Document

 

 

 

101.PRE*

 

XBRL Taxonomy Extension Presentation Linkbase Document



104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 *

filed herewith.

 

 

(1)

Incorporated by reference to Form 10-12G/A, filed October 7, 2011.

 

 

(2)

Incorporated by reference to Form 8-K filed March 19, 2021.

 

 

(3)

Incorporated by reference to Form 8-K, filed February 8, 2024.

 

 

(4)

Incorporated by reference to the Schedule 14A, filed April 3, 2023.

 

 

None.

 

44

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

GENIE ENERGY LTD.

 

 

 

 

By:

/s/ Michael Stein

 

 

Chief Executive Officer

 

Date: March 14, 2024

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

Signature

 

Titles

 

Date

 

 

 

 

 

/s/ Howard S. Jonas

 

Chairman of the Board

 

March 14, 2024

Howard S. Jonas

 

 

 

 

 

 

 

 

 

/s/ Michael Stein

 

Chief Executive Officer (Principal Executive Officer)

 

March 14, 2024

Michael Stein

 

 

 

 

 

 

 

 

 

/s/ Avi Goldin

 

Chief Financial Officer (Principal Financial Officer and

 

 March 14, 2024

Avi Goldin

 

Principal Accounting Officer)

 

 

 

 

 

 

 

/s/ Joyce Mason

 

Director

 

March 14, 2024

Joyce Mason

 

 

 

 

 

 

 

 

 

/s/ W. Wesley Perry

 

Director

 

March 14, 2024

W. Wesley Perry

 

 

 

 

 

 

 

 

 

/s/ Alan B. Rosenthal

 

Director

 

March 14, 2024

Alan B. Rosenthal

 

 

 

 

 

 

 

 

 

/s/ Allan Sass

 

Director

 

March 14, 2024

Allan Sass

 

 

 

 

 

45

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING

 

To the Board of Directors and Stockholders of  

Genie Energy Ltd.

Newark, New Jersey

    

Opinion on Internal Control over Financial Reporting

    

We have audited Genie Energy Ltd.’s (the “Company’s”) internal control over financial reporting as of December 31, 2023, based on criteria established in 2013 Internal Control —Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balances sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, equity, and cash flows for the years then ended, and the related notes and our report dated March 14, 2024, expressed an unqualified opinion thereon.

  

Basis for Opinion

   

The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Item 9A, Controls and Procedures”. Our responsibility is to express an opinion on the entity’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

   

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.   

 

Definition and Limitations of Internal Control over Financial Reporting 

 

An entity’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. An entity’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the entity; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the entity are being made only in accordance with authorizations of management and directors of the entity; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the entity’s assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 



/s/ Zwick CPA, PLLC


Zwick CPA, PLLC

We have served as the Company's auditors since 2022


Southfield, Michigan

March 14, 2024


46

 

GENIE ENERGY LTD.
Index to Consolidated Financial Statements

​




Report of Independent Registered Public Accounting Firm — Zwick CPA, PLLC; Southfield, Michigan; PCAOB Identification Number 549

 F-2


Consolidated Balance Sheets

 F-4
 

Consolidated Statements of Operations

 F-5
 

Consolidated Statements of Comprehensive Income (Loss)

 F-6
 

Consolidated Statements of Equity

 F-7
  

Consolidated Statements of Cash Flows

 F-9
 

Notes to Consolidated Financial Statements

 F-10

  

F-1




To the Board of Directors and Shareholders of

Genie Energy Ltd.

Newark, New Jersey


Opinion on the Financial Statements

    

We have audited the accompanying consolidated balance sheets of Genie Energy, Ltd. as of December 31, 2023 and 2022, and the related consolidated statements of operations, comprehensive income, equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position Genie Energy Ltd. as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.


We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 14, 2024 expressed an unqualified opinion.


Basis for Opinion


These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.


We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matters


The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 

Unbilled Revenue


As described in Note 1 to the consolidated financial statements, the Company recognizes revenue from units of electricity and natural gas delivered, but not invoiced (“unbilled revenue”) based on estimated amounts customers will be billed for services rendered from the time meters were last read to the end of the reporting period.

  

F-2

    

We identified unbilled revenue as a critical audit matter. Our principal considerations included management’s significant estimates and inputs, including available per day usage data, the number of unbilled days in the period adjusted for seasonality-based cooling and heating degree-days and historical trends. Because changes in those estimates could have a material effect on the amount of unbilled revenue, auditing these significant estimates and inputs involved a high degree of auditor judgment and effort in performing audit procedures.


The primary procedures we performed to address this critical audit matter included:

  • Testing the design and operating effectiveness of certain controls related to management’s process to estimate and record unbilled revenue.
  • Assessing management’s inputs in the estimate such as per day, year over year usage data, the number of unbilled days in the period and seasonality adjustments for reasonableness by comparing to historical and third-party information.
  • Evaluating the reasonableness of the unbilled revenue during the year by comparing the estimated unbilled revenue from sale of units of electricity and natural gas to revenue billed in the subsequent period. In cases where estimated revenue by product was significantly higher or lower than expected, we obtained further explanations and corroborating supporting documentation to evaluate the impact to the unbilled revenue.


/s/ Zwick CPA, PLLC

 

Zwick CPA, PLLC

We have served as the Company’s auditor since 2022.

 

Southfield, Michigan 
March 14, 2024

 
F-3

 GENIE ENERGY LTD.
CONSOLIDATED BALANCE SHEETS
December 31

(in thousands, except per share amounts)

 

2023


 

2022

 

             

ASSETS

 

 


 

 

 

CURRENT ASSETS:

 

 


 

 

 

Cash and cash equivalents 


$

107,609


 

$

98,571

 

Restricted cash—short-term

10,442


6,007
Marketable equity securities

396


490

Trade accounts receivable, net of allowance for doubtful accounts of $6,574 and $4,826 at December 31, 2023 and 2022, respectively

 

 

61,909


 

 

55,134

 

Inventory

 

 

14,598


 

 

15,714

 

Prepaid expenses

 

 

16,222


 

 

6,822

 

Other current assets

 

 

5,475


 

 

6,207

 

Other current assets of discontinued operations

13,182


38,688

TOTAL CURRENT ASSETS

 

 

229,833


 

 

227,633

 

Restricted cash—long-term

44,945


—

Property and equipment, net          

 

 

15,192


 

 

891

 

Goodwill 

 

 

9,998


 

 

9,998

 

Other intangibles, net

 

 

2,735


 

 

3,133

 

Deferred income tax assets, net

 

 

5,200

 

 

 

5,799

 

Other assets

 

 

15,247

 

 

 

13,856

 

Noncurrent assets of discontinued operations

7,405


16,305

TOTAL ASSETS

 

$

330,555

 

 

$

277,615

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

  

 

 

 

 

 

Trade accounts payable

 

$

27,881

 

 

$  

25,313

 

Accrued expenses      

 

 

49,389

 

 

 

35,659

 

Income taxes payable

 

 

6,699

 

 

 

22,576

 

Due to IDT Corporation, net

 

 

145

 

 

 

165

 

Other current liabilities

 

 

9,280


 

 

4,549

 

Current liabilities of discontinued operations

4,858


10,936

TOTAL CURRENT LIABILITIES

 

 

98,252


 

 

99,198

 

Noncurrent captive insurance liability

44,945


—

Other liabilities

 

 

2,212


 

 

4,087

 

Noncurrent liabilities of discontinued operations 

638


686

TOTAL LIABILITIES

 

 

146,047


 

 

103,971

 

Commitments and contingencies (Note 15 and Note 16)

 

 

    


 



 

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 0 shares and 983 issued and outstanding at December 31, 2023 and 2022 

—




8,359

 

Class A common stock, $0.01 par value; authorized shares – 35,000; 1,574 shares issued and outstanding at December 31, 2023 and 2022

 

 

16


 

 

16

 

Class B common stock, $0.01 par value; authorized shares – 200,000; 28,765 and 27,126 shares issued and 25,841 and 24,421 shares outstanding at December 31, 2023 and 2022, respectively

 

 

288


 

 

271

 

Additional paid-in capital

 

 

156,101


 

 

146,546

 

Treasury stock, at cost, consisting of 2,924 and 2,705 shares of Class B common at December 31, 2023 and 2022, respectively

 

 

(22,661

 )


 

(19,010

)

Accumulated other comprehensive income

 

 

3,299


 

 

1,926

 

Retained earnings

 

 

60,196

 

 

49,010

Total Genie Energy Ltd. stockholders’ equity

 

 

197,239


 

 

187,118

 

Noncontrolling interests

 


(12,731

 )

 

 

(13,474

)

TOTAL EQUITY

 

 

184,508


 

 

173,644

 

TOTAL LIABILITIES AND EQUITY

 

$

330,555


 

$

277,615

 

See accompanying notes to consolidated financial statements.

F-4

 

 

 

Year ended December 31,

(in thousands, except per share data)

 

2023

 

 

2022

 







REVENUES:

 

 

 

 

 

 

Electricity

 

$

350,779

 

 

$

241,828

 

Natural gas              

 

 

55,988

 

 

 

62,144

 

Other              

 

 

21,941

 

 

 

11,567

 

Total revenues              

 

 

428,708

 

 

 

315,539

 

Cost of revenues              

 

 

282,502

 

 

 

160,757

 

GROSS PROFIT            

 

 

146,206

 

 

 

154,782

 

OPERATING EXPENSES AND LOSSES:

 

 

 

 

 

 

 

 

Selling, general and administrative (i)

 

 

91,109

 

 

 

74,962

 

Provision for captive insurance liability

45,088


—

Impairment of assets 

 

 

—

 

 

 

2,066

 

Income from operations              

 

 

10,009

 

 

77,754


Interest income              

 

 

5,076

 

 

 

835

 

Interest expense             

 

 

(99

 )

 

 

(129

)

Unrealized income (loss) on marketable equity securities and other investments

478

(417 )

Other income (loss), net              

 

 

2,644

 

 

(520

 )

Income before income taxes              

 

 

18,108

 

 

77,523


Provision for income taxes                

 

 

(4,239

 )

 

 

(21,037

 )
NET INCOME FROM CONTINUING OPERATIONS

13,869


56,486
Income from discontinued operations, net of tax

6,409


30,445
NET INCOME

20,278


86,931

Net (income) loss attributable to noncontrolling interests, net               

 

 

(740

 )

 

 

874

NET INCOME ATTRIBUTABLE TO GENIE ENERGY LTD.              

 

 

19,538

 

 

87,805


Dividends on preferred stock              

 

 

(333

 )

 

 

(1,939

)

NET INCOME ATTRIBUTABLE TO GENIE ENERGY LTD. COMMON STOCKHOLDERS

 

$

19,205

 

$

85,866


 

 

 

 

 

 

 

 

 

Amounts attributable to Genie Energy Ltd. common stockholders







   Income from continuing operations 
$ 12,795

$ 59,956
   Income from discontinued operations

6,410


25,910
Net income attributable to Genie Energy Ltd.
$ 19,205

$ 85,866









Earnings per share attributed to Genie Energy Ltd. common stockholders







Basic







Income from continuing operations
$ 0.50

$ 2.34
Income from discontinued operations

0.25


1.01

Net income attributable to Genie Energy Ltd. common stockholders        

 

$

0.75

 

$

3.35
Diluted







Income from continuing operations
$ 0.49

$ 2.28
Income from discontinued operations

0.25


0.98
Net income attributable to Genie Energy Ltd. common stockholders
$

0.74

$

3.26









Weighted-average number of shares used in the calculation of earnings per share









Basic

 

  

25,553

 

 

 

25,629

 

Diluted
26,062


26,366

 

 

 

 

 

 

 

 

 

Dividends declared per common share
$ 0.30

$ 0.30

(i) Stock-based compensation included in selling, general and administrative expenses

 

$

2,783

 

 

$

2,968

 

See accompanying notes to consolidated financial statements. 

F-5


GENIE ENERGY LTD.

 

 

 

Year ended December 31,

(in thousands)

 

2023

 

 

2022

 








NET INCOME

 

$

20,278

 

$

86,931


Other comprehensive (loss) income:

 

 

 

 

 

 

 

 

Foreign currency translation adjustments              

 

 

1,376

 

 

(2,697

 )

COMPREHENSIVE INCOME        

 

 

21,654

 

 

84,234


Comprehensive income (loss) attributable to noncontrolling interests

 

 

(743

 )

 

 

104

COMPREHENSIVE INCOME ATTRIBUTABLE TO GENIE ENERGY LTD.  

 

$

20,911

 

$

84,338


 

See accompanying notes to consolidated financial statements. 

 

F-6

 

 

Genie Energy Ltd. Stockholders

 

Preferred

 

 

Class A

 

 

Class B

 

 

Additional

 

 

 

 

 

Accumulated Other

 

 

 

 

 




 

 

 

 

Stock

 

 

Common Stock

 

 

Common Stock

 

 

Paid-In

 

 

Treasury

 

 

Comprehensive

 

 

Accumulated

 

 

Noncontrolling

 

 

Total

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Stock

 

 

Income

 

 

Deficit

 

 

Interests

 

 

Equity

 

BALANCE AT DECEMBER 31, 2021 

 

 

2,322

 

 

 

19,743

 

 

 

1,574

 

 

 

16

 

 

 

26,633

 

 

 

266

 

 

 

143,249

 

 

 

(14,034

)

 

 

3,160

 

 

 

(29,115

)

 

 

(12,496

)

 

 

110,789

 

Dividends on preferred stock ($0.6375 per share Based Dividends and $0.5301 per share Additional Dividends)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(1,761

)

 

 

—

 

 

 

(1,761

)
Dividends on common stock ($0.3000 per share) 

—


—


—


—


—


—


—


—


—


(7,919 )

—


(7,919 )
Exercise of Class B common stock warrants

—


—


—


—


73


1


(1 )

—


—

—


—

—

Stock-based compensation  

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

297

 

 

 

3

 

 

 

3,051

 

 

 

—

 

 

—

 

 

 

—

 

 

 

—

 

 

 

3,054

Restricted Class B common stock purchased from employees

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(567

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(567

)

Repurchase of Class B common stock from stock repurchase program

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(4,409

 )

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(4,409

 )
Redemption of preferred stock

(1,339 )

(11,384 )

—


—


—


—


—


—


—

—


—


(11,384 )
Deconsolidation of subsidiary

—


—


—


—


—


—


—


—


1,607


—


—


1,607

Purchase of equity of subsidiaries



—


—


—


—


123




1




247



—


—


—


(248

)

—

Other comprehensive loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(2,841

)

 

 

—

 

 

 

144

 

 

(2,697

)

Net income for the year ended December 31, 2022       

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

87,805

 

 

(874

 )

 

 

86,931

BALANCE AT DECEMBER 31, 2022

 

 

983

 

 

$

8,359

 

 

 

1,574

 

 

$

16

 

 

 

27,126

 

 

$

271

 

 

$

146,546

 

 

$

(19,010

)

 

$

1,926

 

 

$

49,010

 

$

(13,474

)

 

$

173,644

 

 

See accompanying notes to consolidated financial statements. 

 

F-7

GENIE ENERGY LTD.
CONSOLIDATED STATEMENTS OF EQUITY (in thousands) — (Continued) 

 

Genie Energy Ltd. Stockholders


 

Preferred

 

 

Class A

 

 

Class B

 

 

Additional

 

 

 

 

 

Accumulated Other

 

 

 

 

 




 

 

 

 

Stock

 

 

Common Stock

 

 

Common Stock

 

 

Paid-In

 

 

Treasury

 

 

Comprehensive

 

 

Accumulated

 

 

Noncontrolling

 

 

Total

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Stock

 

 

Income

 

 

Deficit

 

 

Interests

 

 

Equity

 

BALANCE AT DECEMBER 31, 2022

 

 

983

 

 

 

8,359

 

 

 

1,574

 

 

 

16

 

 

 

27,126

 

 

 

271

 

 

 

146,546

 

 

 

(19,010

 )

 

 

1,926

 

 

 

49,010

 

 

(13,474

 )

 

 

173,644

 

Dividends on preferred stock ($0.3188 per share  dividends

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(333

 )

 

 

—

 

 

 

(333

 )
Dividends on common stock ($0.300 per share) 

— — — — — — — — — (8,019 ) — (8,019 )
Exercise of Class B common stock warrants

— — — — 1,048 11 4,990 — — — — 5,001

Stock-based compensation

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

334

 

 

 

3

 

 

 

2,829

 

 

 

—

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,832

Restricted Class B common stock purchased from employees

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(3,996

 )

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(3,996

 )

Repurchase of Class B common stock from stock repurchase program

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(37

 )

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(37

 )
Redemption of preferred stock

(983 ) (8,359 ) — — — — — — — — — (8,359 )
Charitable contribution of treasury stock

— — — — — — 624 382 — — — 1,006

Exercise of stock options



—

—

—

—

257

3

1,112

—

—

—

—

1,115

Other comprehensive loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,373

 

 

—

 

 

 

3

 

 

1,376

Net income for the year ended December 31, 2023 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

19,538

 

 

740

 

 

20,278

BALANCE AT December 31, 2023

 

 

—

 

 

$

—

 

 

 

1,574

 

 

$

16

 

 

 

28,765

 

 

$

288

 

 

$

156,101

 

 

$

(22,661

 )

 

$

3,299

 

 

$

60,196

 

$

(12,731

 )

 

$

184,508

 

 

See accompanying notes to consolidated financial statements. 


F-8

GENIE ENERGY LTD.

 

 

 

Year ended December 31,

(in thousands)

 

2023

 

 

2022

 

             

OPERATING ACTIVITIES  

 

 

 

 

 

 

Net income

 

$

20,278

 

$

86,931


Net income from discontinued operations, net of tax
6,409

30,445
Net income from continuing operations
13,869

56,486

Adjustments to reconcile net income to net cash provided by operating activities: 

 

 

 

 

 

 

 

 

Provision for captive insurance liability
45,088

—

Depreciation and amortization              

 

 

463

 

 

 

385

 

Deferred income taxes              

 

 

599

 

 

(595

 )

Provision for doubtful accounts receivable              

 

 

2,362

 

 

 

2,515

 

Stock-based compensation              

 

 

2,783

 

 

 

2,968

 

Inventory valuation allowance
1,148

—
Charitable donation of Class B common stock

1,006


—
Unrealized (gain) loss on marketable equity securities and investments and others
(23 )

434
Impairment of assets
—

2,066

Change in assets and liabilities, net of effect of acquisition:

 

 

 

 

 

 

 

 

Trade accounts receivable              

 

 

(9,137

 )

 

 

(16,339

 )

Inventory              

 

 

(8,714

 )

 

 

2,005

Prepaid expenses              

 

 

(6,089

 )

 

 

(2,658

 )

Other current assets and other assets              

 

 

494

 

 

(5,595

 )

Trade accounts payable, accrued expenses and other current liabilities              

 

 

22,986

 

 

11,635

Due to IDT Corporation              

 

 

(20

 )

 

 

(367

 )

Income taxes payable              

 

 

(15,877

 )

 

 

13,064
Net cash provided by operating activities of continuing operations
50,938

66,004
Net cash provided by discontinued operations
11,540

14,680

Net cash provided by operating activities              

 

 

62,478

 

 

 

80,684

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(1,363

 )

 

 

(1,019

)

    Purchase of solar system facilities
(7,665 )

—
    Proceeds from sale of marketable equity securities and other investments
10,023

—
    Purchase of marketable equity securities and other investments 
(11,019 )

(2,729 )
    Investment in notes receivable with related party
—

(1,505 )
    Repayment of notes receivables with related party
19

19
Net cash used in investing activities of continuing operations
(10,005 )

(5,234 )
Net cash provided by (used in) investing activities of discontinued operations
23,645

(44,088 )

Net cash provided by (used in) investing activities              

 

 

13,640

 

 

(49,322

 )

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

    Dividends paid              

 

 

(8,873

 )

 

 

(9,158

)

    Repurchases of Class B common stock  

 

 

(37

 )

 

 

(4,414

 )
    Repurchases of Class B common stock from employees 
(2,888 )

(567 )
    Proceeds from exercise of warrants
5,000

—
    Redemption of preferred stock
(8,359 )

(11,384 )

Net cash used in financing activities of continuing operations

 

 

(15,157 )

 

 

(25,523

 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash              

 

 

(60

 )

 

 

17

Net increase in cash, cash equivalents and restricted cash               

 

 

60,901

 

 

5,856

Cash, cash equivalents and restricted cash (excluding discontinued operations) at beginning of year            

 

 

104,578

 

 

 

100,225

 

Cash, cash equivalents and restricted cash (including discontinued operations) at end of year            

 


165,479

 

 


106,081

 

Less: Cash of discontinued operations at end of year
(2,483 )

(1,503 )
Cash and cash equivalents and restricted cash (excluding discontinued operations) at end of year
$ 162,996
$ 104,578

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

Cash payments made for interest              

 

$

93

 

 

$

123

 

Cash payments made for income taxes              

 

$

20,715

 

 

$

8,570

 

 

See accompanying notes to consolidated financial statements.  

F-9

 


GENIE ENERGY LTD.

 

Note 1 — Description of Business and Summary of Significant Accounting Policies 

 

Description of Business

 

Genie Energy Ltd. (“Genie”), a Delaware corporation, was incorporated in January 2011. Genie, through its wholly-owned subsidiary, Genie Energy International Corporation (“GEIC”), owns 100% of Genie Retail Energy (“GRE”), and varied interest in entities within the Genie Renewables segment. In the third quarter of 2022, the company ceased to operate a former segment, GRE International.  Its remaining assets and liabilities and results of continuing operations were combined with corporate. The “Company” in these financial statements refers to Genie, GRE and Genie Renewables and their respective subsidiaries, on a consolidated basis.  


GRE, owns and operates retail energy providers (“REPs”), including IDT Energy, Inc. (“IDT Energy”), Residents Energy, LLC (“Residents Energy”), Town Square Energy, LLC and Town Square Energy East, LLC (collectivity, “TSE”), Southern Federal Power LLC ("Southern Power") and Mirabito Natural Gas (“Mirabito”). GRE's REPs' businesses resell electricity and natural gas to residential and small business customers primarily in the Eastern and Midwestern United States and Texas.  


Genie Renewables consists of 95.5% interest in Genie Solar, an integrated solar energy company that develops, constructs and operates solar energy project for commercial and industrial customers as well as its own portfolio, a  92.8% interest in CityCom Solar, a marketer of alternative  products and services complimentary of our energy offerings, a 91.5% interest in Diversegy, an energy broker for commercial customers, and a 60.0% interest in Prism Solar Technology ("Prism"), a solar solutions company that is engaged in the manufacturing of solar panels, solar installation design and solar energy project management.


One-Time Tax Credit


In the first quarter of 2023, the Company received $3.1 million in respect of a one-time tax credit related to payroll taxes incurred in prior years, which the Company recognized as a gain included in other income (expense), net in the accompanying consolidated statements of operations for 2023.


Discontinued operations in Finland and Sweden


Prior to the third quarter of 2022, the Company had a third segment, Genie Retail Energy International, or GRE International, which supplied electricity to residential and small business customers in Scandinavia. However, as a result of volatility in the energy market in Europe, in the third quarter of 2022, the Company decided to discontinue the operations of Lumo Energia Oyj ("Lumo Finland") and Lumo Energi AB ("Lumo Sweden"). In July 2022, the Company entered into a series of transactions to sell most of the electricity swap instruments held by Lumo Sweden. The Company also entered into a series of transactions to transfer the customers of Lumo Finland and Lumo Sweden to other suppliers. 


The Company determined that the discontinued operations in Finland and Sweden represented a strategic shift that would have a major effect on the Company's operations and financial statements. The Company accounts for these businesses as discontinued operations and accordingly, presents the results of operations and related cash flows as discontinued operations. The results of operations and related cash flows are presented as discontinued operations for all periods. Any remaining assets and liabilities of the discontinued operations are presented separately and reflected within assets and liabilities from discontinued operations in the accompanying consolidated balance sheets as of December 31, 2023 and 2022. Lumo Finland and Lumo Sweden are continuing to liquidate their remaining receivables and settle any remaining liabilities.


In November 2022, Lumo Finland declared bankruptcy and the administration of Lumo Finland was transferred to an administrator (the "Lumo Administrators"). All assets and liabilities of Lumo Finland remain with Lumo Finland, in which Genie retains its ownership interest, however, the management and control of Lumo Finland were transferred to the Lumo Administrators. Since the Company lost control of the management of Lumo Finland in favor of the Lumo Administrators, the accounts of Lumo Finland were deconsolidated effective November 9, 2022.


Following the discontinuance of operations of Lumo Finland and Lumo Sweden, GRE International ceased to be a separate segment and the remaining assets and liabilities and results of continuing operations of GRE International were combined with corporate.

 

F-10

 GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


Discontinued Operations in United Kingdom


In October 2021, as part of the orderly exit process from the U. K. market, Orbit Energy Limited ("Orbit"),  a REP owned by the Company that used to operate in United Kingdom and Shell U.K. Limited ("Shell") agreed to terminate the exclusive supply contract between them. As part of the termination agreement, Orbit was required to unwind all physical forward hedges with Shell which resulted in net cash proceeds after settlement of all related liabilities with Shell.


Following the termination of the contract with Shell, Orbit filed a petition with the High Court of Justice Business and Property of England and Wales (the “Court”) to declare Orbit insolvent based on the Insolvency Act of 1986. On November 29, 2021, the Court declared Orbit insolvent, revoked Orbit's license to supply electricity and natural gas in the United Kingdom, ordered the current customers to be transferred to “supplier of last resort” and transferred the administration of Orbit to Administrators effective December 1, 2021. All of the customers of Orbit were transferred to a third-party supplier effective December 1, 2021 as ordered by the Court. All assets and liabilities of Orbit, including cash and receivables remain with Orbit, in which Genie retains 100% interest, however, the management and control of Orbit was transferred to the Administrators.


The Company determined that the discontinued operations of Orbit represented a strategic shift that would have a major effect on the Company's operations and financial statements. Since the appointment of the Administrators, the Company has accounted for these businesses as discontinued operations and accordingly, has presented the results of operations and related cash flows as discontinued operations. Any remaining assets and liabilities of the discontinued operations have been presented separately, and are reflected within assets and liabilities from discontinued operations in the accompanying consolidated balance sheets as of December 31, 2022. Since the Company lost control of the management of Orbit in favor of the Administrators, the accounts of Orbit were deconsolidated effective December 1, 2021. 


On November 21, 2023, the Court issued an order to cease the administration and revert the control of Orbit from the Administrators to the Company effective November 28, 2023. Following the Company regaining control of the management of Orbit, the accounts of Orbit are consolidated effective November 28, 2023.


Seasonality and Weather; Climate Change and Volatility in Pricing

 

The weather and the seasons, among other things, affect GRE’s revenues. Weather conditions have a significant impact on the demand for natural gas used for heating and electricity used for heating and cooling. Typically, colder winters increase demand for natural gas and electricity, and hotter summers increase demand for electricity. Milder winters or summers have the opposite effect. Unseasonal temperatures in other periods may also impact demand levels. Natural gas revenues typically increase in the first quarter due to increased heating demands and electricity revenues typically increase in the third quarter due to increased air conditioning use. Approximately 48.1 and 39.7% of GRE’s natural gas revenues for the relevant years were generated in the first quarters of 2023 and 2022, respectively, when demand for heating was highest. Although the demand for electricity is not as seasonal as natural gas (due, in part, to usage of electricity for both heating and cooling), approximately 32.5 and 30.5% of GRE’s electricity revenues were generated in the third quarters of 2023 and 2022, respectively. GRE’s REPs’ revenues and operating income are subject to material seasonal variations, and the interim financial results are not necessarily indicative of the estimated financial results for the full year. 


In addition to the direct physical impact that climate change may have on the Company's business, financial condition and results of operations because of the effect on pricing, demand for our offerings and/or the energy supply markets, we may also be adversely impacted by other environmental factors, including: (i) technological advances designed to promote energy efficiency and limit environmental impact; (ii) increased competition from alternative energy sources; (iii) regulatory responses aimed at decreasing greenhouse gas emissions; and (iv) litigation or regulatory actions that address the environmental impact of our energy products and services.


Basis of Consolidation

 

The method of accounting applied to long-term investments, whether consolidated, equity or cost, involves an evaluation of the significant terms of each investment that explicitly grant or suggest evidence of control or influence over the operations of the investee and also includes the identification of any variable interests in which the Company is the primary beneficiary. The consolidated financial statements include the Company’s controlled subsidiaries and the variable interest entity in which the Company is the primary beneficiary (see Note 14). All significant intercompany accounts and transactions between the consolidated entities are eliminated. 

 

F-11

GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Equity Method Investments

 

Investments in businesses that the Company does not control, but in which the Company has the ability to exercise significant influence over operating and financial matters, are accounted for using the equity method. The Company periodically evaluates its equity method investments for impairment due to declines considered to be other than temporary. If the Company determines that a decline in fair value is other than temporary, then a charge to earnings is recorded, and a new basis in the investment is established.

 

Use of Estimates 

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates affecting amounts reported or disclosed in the consolidated financial statements include revenues, marketable equity securities and other investments, accounts receivables, allowances for doubtful accounts receivable, net realizable value of inventories, valuation of intangible assets, depreciation and amortization periods for long-lived assets,  valuation allowances recorded against deferred tax assets, the valuation of stock-based compensation, valuation of derivative instruments, an estimate of captive insurance liability and loss contingencies. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the current circumstances. Actual results may differ from those estimates. 

 

Revenue Recognition


Revenues from the Sale of Electricity and Natural Gas


Revenue from the single performance obligation to deliver a unit of electricity and/or natural gas is recognized as the customer simultaneously receives and consumes the benefit. Variable quantities in requirements contracts are considered to be options for additional goods and services because the customer has a current contractual right to choose the amount of additional distinct goods to purchase. GRE records unbilled revenues for the estimated amount customers will be billed for services rendered from the time meters were last read to the end of the respective accounting period. The unbilled revenue is estimated each month based on available per day usage data, the number of unbilled days in the period and historical trends.


Incumbent utility companies in most of the service territories in which GRE's REPs operate offer purchase of receivables, or POR, and GRE’s REPs participate in POR programs for a majority of their receivables. The Company estimates variable consideration related to its rebate programs using the expected value method and a portfolio approach. The Company’s estimates related to rebate programs are based on the terms of the rebate program, the customer’s historical electricity and natural gas consumption, the customer’s rate plan, and a churn factor. Taxes that are imposed on the Company’s sales and collected from customers are excluded from the transaction price.

  

The Company recognizes the incremental costs of obtaining a contract with a customer as an asset if it expects the benefit of those costs to be longer than one year. The Company determined that certain sales commissions to acquire customers meet the requirements to be capitalized. For GRE, the Company applies a practical expedient to expense costs as incurred for sales commissions to acquire customers as the period would have been one year or less. 


F-12

GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Revenues from Sale of Solar Panels


Revenues from sales of solar panels are recognized at a point in time following the transfer of control of the solar panels to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. For sales contracts that contain multiple performance obligations, such as the shipment or delivery of solar modules, the Company allocates the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognizes the related revenue as control of each individual product is transferred to the customer, in satisfaction of the corresponding performance obligations. Revenues from the sale of solar panels are included in other revenues in the consolidated statements of operations.


Revenues from Solar Projects


Genie Solar enters into contracts to identify, develop, and in some cases operate solar generation sites to provide solar electricity to its customers. Obligations under solar project contracts consist of a series of tasks and components and accordingly are accounted for as multiple performance obligations. Because the Company’s performance creates and enhances assets that are controlled by and specific to customers, the Company recognizes construction services revenue over time. Revenue for these performance obligations is recognized using the input method based on the cost incurred as a percentage of total estimated contract costs. Due to the significance of the costs associated with solar panels to the total project, our judgment on when such costs should be included in the measure of progress has a material impact on revenue recognition. Contract costs include all direct material and labor costs related to contract performance.


Energy generation revenue is earned from both the sale of electricity generated from solar projects and the sale of renewable energy credits.


Revenue from energy generation is recognized when the Company satisfies the performance obligation, which occurs at the time of the delivery of electricity at the contractual rates.


The Company applies for and receives Solar Renewable Energy Credits ("SRECs") in certain jurisdictions for power generated by solar energy systems it owns. There are no direct costs allocated to SRECs upon generation. The Company typically sells SRECs to different customers from those purchasing the energy. The sale of each SREC is a distinct performance obligation satisfied at a point in time and that the performance obligation related to each SREC is satisfied when each SREC is delivered to the customer.


Revenues from sales of solar panels and solar panel projects are included under the Other Revenues in the consolidated statements of operations. 


Others


Revenues from commissions from selling third-party products to customers, entry and other fees from energy brokerage are recognized at the time the performance obligation is met. The Company's contracts with customers for commission revenue contain a single performance obligation and are satisfied at a point in time.

 

F-13

GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table shows the Company’s revenues disaggregated by pricing plans offered to customers: 

 

 

Electricity

 

 

Natural Gas

Other

 

 

Total

 


(in thousands)
For the year ended December 31, 2023

 

 

 

 

 



 

 

 

 

 

Fixed rate

 

$

203,039

 

 

$

17,433

$

—

 

 

$

220,472

 

Variable rate 

 

 

147,740

 

 

 

38,555



 

—

 

 

 

186,295

 

Other

 

 

—

 

 

 

—



 

21,941

 

 

 

21,941

 

Total

 

$

350,779

 

 

$

55,988

$

21,941

 

 

$

428,708

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

For the year ended December 31, 2022

 

 

 

 

 

 

 



 

 

 

 

 

 

 

Fixed rate

 

$

82,036

 

 

$

13,138



$

—

 

 

$

95,174

 

Variable rate

 

 

159,792

 

 

 

49,006



 

—

 

 

 

208,798

 

Other

 

 

—

 

 

 

—

 

11,567

 

 

 

11,567

 

Total

 

$

241,828

 

 

$

62,144



$

11,567

 

 

$

315,539


 

The following table shows the Company’s revenues disaggregated by non-commercial and commercial channels:

 

 

Electricity

 

 

Natural Gas

Other

 

 

Total

 


(in thousands)

For the year ended December 31, 2023

 

 

 

 

 



 

 

 

 

 

Non-Commercial Channel 

 

$

289,774

 

 

$

37,942

$

—

 

 

$

327,716

 

Commercial Channel

 

 

61,005

 

 

 

18,046

 

—

 

 

 

79,051

  

Other

 

 

—

 

 

 

—

 

21,941

 

 

 

21,941

 

Total

 

$

350,779

 

 

$

55,988

$

21,941

 

 

$

428,708

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

For the year ended December 31, 2022

 

 

 

 

 

 

 



 

 

 

 

 

 

 

Non-Commercial Channel

 

$

201,423

 

 

$

44,198



$

—

 

 

$

245,621

 

Commercial Channel

 

 

40,405

 

 

 

17,946



 

—

 

 

 

58,351

 

Other

 

 

—

 

 

 

—

 

11,567

 

 

 

11,567

 

Total

 

$

241,828

 

 

$

62,144



$

11,567

 

 

$

315,539

 


F-14

GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Contract Liabilities

Certain revenue generating contracts at Renewables include provisions that require advance payment from customers. These advance payments are recognized as revenue as the Company satisfies the performance obligations to the other party. A portion of the transaction price allocated to the performance obligations to be satisfied in future periods is recognized as a contract liability. Contract liabilities are included in other current liabilities account in the consolidated balance sheet.

The table below reconciles the change in the carrying amount of contract liabilities:


 

 

Year Ended December 31,

 

 

2023

2022

 

 

(in thousands)

 

Contract liability, beginning

$

1,759

$

367

 

Recognition of revenue included in the beginning of the year contract liability

 

 

(1,336 )

 

 

(367

 )

Additions during the period, net of revenue recognized during the period

 

 

5,159

 

 

 

1,759

 

Contract liability, end

 

$

5,582

 

 

$

1,759

 

Cash, Cash Equivalents and Restricted Cash

 

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.


The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated balance sheet that equals the total of the same amounts reported in the consolidated statement of cash flows:

 
December 31,

 

 

2023

 

 

2022

 

 

 

(in thousands)

 

Cash and cash equivalents

 

$

107,609

 

 

$

98,571

 

Restricted cash—short-term

 

 

10,442

 

 

 

6,007

 

Restricted cash—long-term

44,945


—

Total cash, cash equivalents, and restricted cash

 

$

162,996

 

 

$

104,578

 

 

Restricted cash—short-term includes amounts set aside in accordance with the Amended and Restated Preferred Supplier Agreement with BP Energy Company (“BP”) (see Note 16) and Credit Agreement with JPMorgan Chase (see Note 10).  


Restricted cash—long-term includes cash of a wholly-owned captive insurance subsidiary (the "Captive"), which is restricted for use to secure the noncurrent portion of the insured liability program (see Note 16). At December 31, 2023, the restricted $0.1 million of cash of the Captive which is restricted for use in order to secure the current portion of the insured liability program.


Included in the cash and cash equivalents as of December 31, 2023 and 2022 is cash received from Lumo Sweden (see Note 2)

 

Marketable Equity Securities and Other Investment  


Marketable equity securities that are traded in the public market are carried at fair value using the quoted price at the end of each reporting period. Changes in the fair value are recorded as unrealized gains or losses on investments in the consolidated statements of operations. 


Trade Accounts Receivable, Net


Trade accounts receivable, net is reported in the balance sheet as gross outstanding amounts adjusted for doubtful accounts.

 

Inventories

 

Inventory consists of natural gas, renewable energy credits and solar panels.


F-15

GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Natural Gas


Natural gas inventory is stored at various third parties’ underground storage facilities and is stated at lower of cost or net realizable value. The Company’s natural gas inventory was valued at weighted average cost, which was based on the purchase price of the natural gas and the cost to transport, plus or minus injections or withdrawals.


Renewable Energy Credits

 

GRE must obtain a certain percentage or amount of its power supply from renewable energy sources in order to meet the requirements of renewable portfolio standards in the states in which it operates. This requirement may be met by obtaining renewable energy credits that provide evidence that electricity has been generated by a qualifying renewable facility or resource. GRE holds renewable energy credits for both sale and use, and treats the credits as a government incentive to encourage the construction of renewable power plants. Renewable energy credits are valued at the lower of cost and net realizable value. Gains and losses from the sale of renewable energy credits are recognized in cost of revenues when the credits are transferred to the buyer.


Solar Panels


Inventories related to solar panels are stated at the lower of cost or net realizable value. The cost is determined using the first-in, first-out basis and includes both the costs of acquisition and the costs of manufacturing. These costs include direct material, direct labor, and indirect manufacturing costs.

 

The Company regularly reviews the cost of inventories against their estimated net realizable value and records write-downs if any inventories have costs in excess of their net realizable values. The Company also regularly evaluates the quantities and values of inventories, in light of current market conditions and trends, among other factors and records write-downs for any quantities in excess of demand or for any obsolescence. This evaluation considers the use of modules in the systems business, expected demand, anticipated sales prices, strategic raw material requirements, new product development schedules, the effect new products might have on the sale of existing products, product obsolescence, product merchantability, and other factors. Market conditions are subject to change, and actual consumption of our inventory could differ from forecasted demand.


Inventories consisted of the following:


 

 

December 31,

 

 

 

2023

 

 

2022

 

 

 

(in thousands)

 

Natural gas

 

$

 1,309

 

 

$

3,302

 

Renewable credits

 

 

12,105

 

 

10,531

Solar panels, net

 

 

1,184

 

 

 

1,881

 

Total inventories

 

$

 14,598


 

$

15,714

In the year ended December 31, 2023, the Company recorded an inventory valuation allowance of $1.1 million to the cost of revenues to write down the carrying value of solar panel inventories to the estimated net realizable value. 


The change in the inventory valuation was as follows:

 

(in thousands)

 

Balance at beginning of period

 

 

Additions charged (reversals credited) to expense

 

 

Additions (deductions)

 

 

Balance at end of period

 

Year ended December 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

Reserves deducted solar panel inventories:

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for inventory valuation

 

$

—

 

 

$

1,148

 

 

$

—

 

$

1,148

 

 

F-16

GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Long-lived Assets

 

Property, plant and equipment—net is stated at historical cost less accumulated depreciation and any impairment. The Company provides for depreciation using a straight-line method over estimated useful life of the assets. Any leasehold improvements are amortized over the lesser of the lease term or the useful life. The cost of major additions and improvements are capitalized, while maintenance and repair costs that do not improve or extend the lives of the respective assets are charged to operations as incurred.  


Asset retirement obligations consist of the Company's contractual liability for the removal and disposal cost of its solar array systems. These liabilities are recorded at their fair values (which are the present values of the estimated future cash outflows) in the period in which they are incurred, with an accompanying addition to the recorded cost of the long-lived asset. The asset retirement obligation is accreted each year through a charge to expense. The amounts added to the carrying amounts of the solar array system will be depreciated over the useful lives of the assets.


The estimated useful life of property plant and equipment as follows:

 

Years

Machinery and equipment

 

 

2 — 9

 

Solar array system

14 — 29

Computer software and development

 

 

2 — 5
Computers and computer hardware

2 — 5

Office equipment and other

 


4 — 27

 


The fair value of patents and trademarks, non-compete agreements and customer relationships acquired in a business combination accounted for under the purchase method are amortized over their estimated useful lives as follows: patents and trademarks are amortized on a straight-line basis over a 10 to 20-year period; non-compete agreements are amortized on a straight-line basis 9-year term and licenses are amortized on a straight-line basis over a 10-year period.

 

The Company tests the recoverability of its long-lived assets with finite useful lives whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The Company tests the recoverability based on the projected undiscounted cash flows to be derived from such asset. If the projected undiscounted future cash flows are less than the carrying value of the asset, the Company will record an impairment loss based on the excess of carrying value over fair value of the assets. The Company generally measures fair value by considering sale prices for similar assets or by discounting estimated future cash flows from such asset using an appropriate discount rate. Cash flow projections and fair value estimates require significant estimates and assumptions by management. Should the estimates and assumptions prove to be incorrect, the Company may be required to record impairments in future periods and such impairments could be material. 


Acquisitions


Results of operations of acquired companies are included in the Company’s results of operations as of the respective acquisition dates. The purchase price of each acquisition is allocated to the net assets acquired based on estimates of their fair values at the date of the acquisition. Any purchase price in excess of these net assets is recorded as goodwill. The allocation of purchase price in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to 1 year from the acquisition date.  


For each acquisition, the Company undertakes a detailed review to identify other intangibles assets and a valuation is performed for all such identified assets. The Company uses several market participant measures to determine estimated value. This approach includes consideration of similar recent transactions, as well as utilizing discounted expected cash flow methodologies. A substantial portion of the intangible asset value that the Company acquired is the specialized know-how of the workforce, which is treated as part of goodwill and is not required to be valued separately. The majority of the value of the identifiable intangible assets acquired is derived from customer relationships, including the related customer contracts, non-compete agreements, trademarks, patents as well as licenses. If the actual results differ from the estimates, the amount recorded in the financial statements could result in a possible impairment of the intangible assets and goodwill, or require acceleration of the amortization expenses of finite-lived intangible assets.

 

F-17

GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


Goodwill and Indefinite Lived Intangible Assets

 

Goodwill is the excess of the acquisition cost of businesses over the fair value of the identifiable net assets acquired. Goodwill and other indefinite-lived intangible assets are not amortized. These assets are reviewed annually (or more frequently under various conditions) for impairment using a fair value approach.


The Company has 2 reportable segments with 3 underlying reporting units: GRE and Genie Renewables, which is comprised of Solar and Diversegy.

The fair value of each reporting unit is estimated using discounted cash flow methodologies, as well as considering third party market value indicators. Calculating the fair value of the reporting units requires significant estimates and assumptions by management. Should the estimates and assumptions regarding the fair value of the reporting units prove to be incorrect, the Company may be required to record impairments to its goodwill in future periods and such impairments could be material.  


The Company performs its annual goodwill impairment test as of October 1. In reviewing goodwill for impairment, the Company has the option, for any or all of its reporting units that carry goodwill — to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (i.e. greater than 50%) that the estimated fair value of a reporting unit is less than its carrying amount. If the Company elects to perform a qualitative assessment and determines that an impairment is more likely than not, the Company is then required to perform the quantitative impairment test, otherwise no further analysis is required. The Company also may elect not to perform the qualitative assessment and, instead, proceed directly to quantitative impairment test. The ultimate outcome of the goodwill impairment review for a reporting unit should be the same whether the Company chooses to perform the qualitative assessment or proceeds directly to the quantitative impairment test. 


The determination of the fair value of our reporting units is based on an income approach that utilizes discounted cash flows for each reporting unit and other Level 3 inputs as specified in the fair value hierarchy in ASC Topic 820, Fair Value Measurements and Disclosure. Under the income approach, we determine fair value based on the present value of the most recent cash flow projections for the reporting unit as of the date of the analysis and calculate a terminal value utilizing a terminal growth rate. The significant assumptions under this approach include, among others: income projections, which are dependent on future sales, new customers, customer behavior, competitor pricing, operating expenses, the discount rate, and the terminal growth rate. The cash flows used to determine fair value are dependent on a number of significant management assumptions such as the expectations of future performance and the expected future economic environment, which are partly based upon our historical experience. The estimates are subject to change given the inherent uncertainty in predicting future results. Additionally, the discount rate and the terminal growth rate are based on judgment of the rates that would be utilized by a hypothetical market participant.  


Derivative Instruments and Hedging Activities


The Company records its derivatives instruments at their respective fair values. The accounting for changes in the fair value (that is, gains or losses) of a derivative instrument is dependent upon whether the derivative has been designated and qualifies as part of a hedging relationship and on the type of hedging relationship.

 

Due to the volatility of electricity and natural gas prices, GRE enters into futures contracts, swaps and put and call options as hedges against unfavorable fluctuations in market prices of electricity and natural gas and to reduce exposure from price fluctuations. The Company does not designate its derivative instruments to qualify for hedge accounting, accordingly the futures contracts, swaps and put and call options are recorded at fair value as current and noncurrent assets or liabilities and any changes in fair value are recorded in “Cost of revenues” in the consolidated statements of operations.

 

F-18

GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


In addition to the above, GRE utilizes forward physical delivery contracts for a portion of their purchases of electricity and natural gas, which are defined as commodity derivative contracts. Using the exemption available for qualifying contracts, GRE applies the normal purchase and normal sale accounting treatment to its forward physical delivery contracts, therefore these contracts are not adjusted to fair value. GRE also applies the normal purchase and normal sale accounting treatment to forward contracts for the physical delivery of electricity in nodal energy markets that result in locational marginal pricing charges or credits, since this does not constitute a net settlement, even when legal title to the electricity is conveyed to the ISO during transmission. Accordingly, GRE recognizes revenue from customer sales, and the related cost of revenues, at the contracted price, as electricity and natural gas is delivered to retail customers.


Shipping and Handling Fees and Costs


Amounts billed to customers for shipping and handling are included in revenues. Shipping, handling and freight charges were $0.1 million and a minimal amount was included in cost of goods sold for the years ended December 31, 2023 and 2022, respectively. Distribution and handling costs of $0.1 million were recorded in selling, general and administrative expenses for each of the years ended December 31, 2023 and 2022.

 

Foreign Currency

 

Assets and liabilities of foreign subsidiaries denominated in foreign currencies are translated to U.S. Dollars at end-of-period rates of exchange, and their monthly results of operations are translated to U.S. Dollars at the average rates of exchange for that month. Gains or losses resulting from such foreign currency translations are recorded in “Accumulated other comprehensive income” in the consolidated balance sheets. Foreign currency transaction gains and losses are reported in “Other (expense) income, net” in the consolidated statements of operations.

 

Advertising Expense

 

Cost of advertising for customer acquisitions is charged to selling, general and administrative expenses in the period in which it is incurred. In the years ended December 31, 2023 and 2022, advertising expenses included in selling, general and administrative expenses were $6.2 million and $7.0 million, respectively.


Income Taxes

 

The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the period in which related temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in its assessment of a valuation allowance. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date of such change. 

 

The Company uses a two-step approach for recognizing and measuring tax benefits taken or expected to be taken in a tax return. The Company determines whether it is more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, the Company presumes that the position will be examined by the appropriate taxing authority that has full knowledge of all relevant information. Tax positions that meet the more-likely-than-not recognition threshold are measured to determine the amount of tax benefit to recognize in the financial statements. The tax position is measured at the largest amount of benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. Differences between tax positions taken in a tax return and amounts recognized in the financial statements will generally result in one or more of the following: an increase in a liability for income taxes payable, a reduction of an income tax refund receivable, a reduction in a deferred tax asset, or an increase in a deferred tax liability.

 

The Company classifies interest and penalties on income taxes as a component of income tax expense.

 

F-19

 GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Contingencies

 

The Company accrues for loss contingencies when both (a) information available prior to issuance of the financial statements indicates that it is probable that a liability had been incurred at the date of the financial statements and (b) the amount of loss can reasonably be estimated. When the Company accrues for loss contingencies and the reasonable estimate of the loss is within a range, the Company records its best estimate within the range. When no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount in the range. The Company discloses an estimated possible loss or a range of loss when it is at least reasonably possible that a loss may have been incurred.  

 

Earnings Per Share

 

Basic earnings per share is computed by dividing net income or loss attributable to all classes of common stockholders of the Company by the weighted average number of shares of all classes of common stock issued and outstanding during the applicable period. Diluted earnings per share is determined in the same manner as basic earnings per share, except that the number of shares is increased to include restricted stock still subject to risk of forfeiture and to assume exercise of potentially dilutive stock options and warrants using the treasury stock method, unless the effect of such increase is anti-dilutive.


The weighted-average number of shares used in the calculation of basic and diluted earnings per share attributable to the Company’s common stockholders consists of the following:
Year ended December 31,

 

 

2023

 

 

2022

 

 

 

(in thousands)

 

Basic weighted-average number of shares

 

$

25,553

 

 

$

25,629

 

Effect of dilutive securities

 

 


 

 

 


 

Shares underlying stock options and warrants

63


561

Non-vested restricted Class B common stock

 

 

446

 

 

 

176

 

Diluted weighted-average number of shares

 

$

26,062

 

 

$

26,366

 

 

The following shares were excluded from the diluted earnings per share computations:

 

 

 

Year ended December 31,

 

(in thousands)

 

2023

 

 

2022

 

Non-vested deferred stock units

—


210

 

Non-vested deferred stock units were excluded from the basic and diluted weighted average shares outstanding calculation because the market condition for vesting of those deferred stock units was not met as of December 31, 2022.

 

Stock-Based Compensation

 

The Company recognizes compensation expense for grants of stock-based awards to its employees based on the estimated fair value on the grant date. Compensation cost for awards is recognized using the straight-line method over the requisite service period, which approximates the vesting period. Stock-based compensation is included in selling, general and administrative expenses. Forfeitures of equity grants are recognized as incurred. 

 

F-20

 GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Vulnerability Due to Certain Concentrations

 

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents, restricted cash, certificates of deposit and trade accounts receivable. The Company holds cash, cash equivalents and restricted cash at several major financial institutions, much of which exceeds FDIC insured limits. Historically, the Company has not experienced any losses due to such concentration of credit risk. The Company’s temporary cash investments policy is to limit the dollar amount of investments with any one financial institution and monitor the credit ratings of those institutions. While the Company may be exposed to credit losses due to the nonperformance of the holders of its deposits, the Company does not expect the settlement of these transactions to have a material effect on its results of operations, cash flows or financial condition.

 

GRE’s REPs reduce their customer credit risk by participating in purchase of receivable, or POR, programs for a majority of their receivables. In addition to providing billing and collection services, certain utility companies purchase those REPs’ receivables and assume all credit risk without recourse to those REPs for those purchased receivables. GRE’s REPs’ primary credit risk with respect to those purchased receivables is therefore nonpayment by the utility companies. Certain of the utility companies represent significant portions of the Company’s consolidated revenues and consolidated gross trade accounts receivable balance during certain period, and such concentrations increase the Company’s risk associated with nonpayment by those utility companies. 


The following table summarizes the percentage of consolidated trade receivable by the customer that equaled or exceeded 10.0% of consolidated net trade receivables at December 31, 2023 and 2022 (no other single customer accounted for 10.0% or greater of our consolidated net trade receivable as of December 31, 2023 and 2022).


 

 

December 31,

 


 

2023

 

 

2022

 

Customer A

21.4 %

na %

Customer B

 

 

na

  

 

 

10.2


 

The following table summarizes the percentage of consolidated revenues from customers that equal or exceed 10.0% or greater of the Company’s consolidated revenues in the period (no other single customer accounted for more than 10.0% of consolidated revenues in these periods):

 

 

 

Year ended December 31,

 


 

2023

 

 

2022

 

Customer A

 

 

19.5

%

 

 

na

%
Customer B

na


10.1

 

na—less than 10.0% of consolidated revenue in the period


Allowance for Doubtful Accounts 

 

The allowance for doubtful accounts reflects the Company’s best estimate of probable losses inherent in the accounts receivable balance. The allowance is determined based on known troubled accounts, historical experience and other currently available evidence. Doubtful accounts are written-off upon final determination that the trade accounts will not be collected. The change in the allowance for doubtful accounts was as follows:

 

(in thousands)

 

Balance at beginning of period

 

 

Additions charged (reversals credited) to expense

 

 

Additions (deductions)

 

 

Balance at end of period

 

Year ended December 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

Reserves deducted from accounts receivable:

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

$

4,826

 

 

$

2,362

 

 

$

(614

 )

 

$

6,574

 

Year ended December 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserves deducted from accounts receivable:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts              

 

$

6,139

 

 

$

2,515

 

 

$

(3,828

 )

 

$

4,826

 


F-21

 GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Fair Value Measurements 

 

Fair value of financial and non-financial assets and liabilities is defined as an exit price, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three-tier hierarchy for inputs used to measure fair value, which prioritizes the inputs to valuation techniques used to measure fair value, is as follows: 

 

 

Level 1

—

quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

Level 2

—

quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

 

Level 3

—

unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value.

 

A financial asset's or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy.  

 

Accounting Standards Updates


In June 2016, the FASB issued Accounting Standards Updated ("ASU") No. 2016-13, Measurement of Credit Losses on Financial Instruments, that changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to current practice, except the losses will be recognized as allowances instead of reductions in the amortized cost of the securities. In addition, an entity will have to disclose significantly more information about allowances, credit quality indicators and past due securities. The new provisions will be applied as a cumulative-effect adjustment to retained earnings. The Company adopted the new standard on January 1, 2023 with no significant impact on its consolidated financial statements.


In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 will require public entities to disclose on an annual basis a tabular reconciliation using both percentages and amounts, broken out into specific categories with certain reconciling items at or above 5% of the statutory (i.e. expected) tax further broken out by nature and/or jurisdiction. The new provisions require all entities to disclose on an annual basis the amount of income taxes paid (net of refunds received), disaggregated between federal (national), state/local and foreign, and amounts paid to an individual jurisdiction when 5% or more of the total income taxes paid. The new provisions are required to be applied on a prospective basis; retrospective application is permitted. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. Although the new standard only requires additional disclosures, the Company is in the process of determining the impact of this guidance to its income tax disclosures.


In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 amends Accounting Standards Codification 280, Segment Reporting (“ASC 280”) to require public entities to disclose significant segment expenses and other segment items that are regularly provided to the chief operating decision maker (“CODM”) and included in each reported measure of a reportable segment’s profit or loss, on an annual and interim basis, and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The new provisions permit entities to report multiple measures of a reportable segment’s profit or loss if the CODM uses those measures to allocate resources and assess performance. The new standard is required to be applied retrospectively to all periods presented in the financial statements, unless impracticable. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is also permitted. Although the new standards only require additional disclosures, the Company is in the process of determining the impact of this guidance to its segment disclosures.


F-22

GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


Note 2 — Acquisition and Discontinued Operations


Acquisition of Solar System Facilities

 
On November 3, 2023, the Company acquired ten special-purpose entities that own and operate solar system facilities in Ohio and Michigan. The Company paid a total of $ 7.5 million, including $1.0 million being held in escrow to be released to the sellers upon satisfaction of the conditions set forth in the related purchase agreement.


The acquisition is accounted for as asset acquisition and the Company recorded $7.7 million in total purchase price, including $0.2 million of direct transaction cost to solar arrays assets included in the property and equipment account in the consolidated balance sheet with estimated useful lives of 14 to 30 years. 


On November 3, 2023, the Company also signed an agreement to purchase from the sellers another special purpose entity that owns and operates a solar system facility in Indiana, for $1.3 million, subject to the satisfaction of certain closing conditions, which were not met as of December 31, 2023. In February 2024, the purchase of the solar system facility in Indiana was completed after the closing conditions were met.


The Company recorded revenue from the solar array acquisitions of approximately $0.1 million in its consolidated statements of operations and comprehensive income for the year ended December 31, 2023. The net income or loss attributable to this acquisition cannot be identified on a stand-alone basis because it is in the process of being integrated into the Company's operations.


The acquired assets are allocated to the Renewables segment.


Lumo Finland and Lumo Sweden Operations


As a result of the sustained volatility in the energy markets in Europe, in July 2022, the Company initiated a plan to dispose of certain assets and liabilities of Lumo Finland and Lumo Sweden. From July 13, 2022 to July 19, 2022, the Company entered into a series of transactions to sell most of the electricity swap instruments held by Lumo Sweden for a gross aggregate amount of €41.1 million (equivalent to approximately $41.4 million at the dates of the transactions) before fees and other costs. The sale price has been, and is expected to be settled monthly based on the monthly commodity volume specified in the instruments from September 2022 to March 2025. 


In July 2022, Lumo Sweden entered into a transaction to transfer, effective August 5, 2022, its customers to a third party for a nominal consideration. In August 2022, Lumo Finland entered into a transaction to transfer its variable rate customers to a third party for €1.9 million (equivalent to $2.0 million) and terminated the contracts of fixed rate customers.


The Company determined that the discontinued operations of Lumo Finland and Lumo Sweden represented a strategic shift that will have a major effect on the Company's operations and financial statements and accordingly, the results of operations and related cash flows are presented as discontinued operations for all periods presented. The assets and liabilities of the discontinued operations have been presented separately and reflected within assets and liabilities from discontinued operations in the accompanying consolidated balance sheets as of December 31, 2023 and 2022. Lumo Finland and Lumo Sweden are continuing to liquidate their remaining receivables and settle any remaining liabilities.


On November 7, 2022, Lumo Finland filed a petition for bankruptcy, which was approved by the Helsinki District Court on November 9, 2022. The administration of Lumo Finland was transferred to an administrator (the "Administrator"). All assets and liabilities of Lumo Finland remain with Lumo Finland, in which Genie retains its ownership interest, however, the management and control of Lumo Finland were transferred to the Lumo Administrators. Since the Company lost control of the management of Lumo Finland in favor of the Lumo Administrators, the accounts of Lumo Finland were deconsolidated effect November 9, 2022.


F-23

GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

  

The following table represents summarized balance sheet information of assets and liabilities of the discontinued operations of Lumo Finland and Lumo Sweden: 


 

 

December 31, 2023

 

 

December 31, 2022

 

 

 

(in thousands)

 

Assets

 

 


 

 

 


 

Cash

 

$

2,483

 

 

$

1,503

 

Receivables from the settlement of the derivative contract—current

 

 

10,699

 

 

 

23,351

 

Current assets of discontinued operations

 

$

13,182

 

 

$

24,854

 

 

 

 

 

 

 

 

 

 

Receivables from the settlement of the derivative contract—noncurrent

 

$

2,362

 

 

$

12,689

 

Other noncurrent assets

 

 

5,078

 

 

 

3,616

 

Noncurrent assets of discontinued operations

 

$

7,440

 

 

$

16,305

 


 

 

 

 

 

 

 

 

Liabilities 

 

 

 

 

 

 

 

 

Income taxes payable

 

 

1,399

 

 

 

10,894

 

Accounts payable and other current liabilities

 

 

91

 

 

 

42

Current liabilities of discontinued operations

 

$

1,490

 

 

$

10,936

 

 

 

 

 

 

 

 

 

 

Deferred tax liabilities

 

 

698

 

 

 

686

 

Noncurrent liabilities of discontinued operations

 

$

698

 

 

$

686

 

  

The summary of the results of operations of the discontinued operations were as follows: 

  

 

 

Year ended December 31,

 


 

 

2023

 

 

 

2022

 



  (in thousands)

Total revenues

 

$

—

 

 

$

25,247

 

Cost of revenues

—

(8,357 )
Gross profit

—

33,604
Selling, general and administrative expenses

—


5,190
Loss from operations

—

28,414
Gain from the settlement of assets

—  

7,482
Loss from deconsolidation of subsidiary

—

(314 )
Foreign exchange gains

—

2,241
Other income

442


383

Net income before taxes

 


442

 

 


38,206
Income taxes

28  

7,761
Income from discontinued operations, net of taxes
$ 414  
$ 30,445


F-24

GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


The following table presents a summary of cash flows of the discontinued operations:   
Year Ended December 31,


  

2023

  

  

2022

  



(in thousands)
Operating Activities







Net income
$ 414

$ 30,445
Non-cash items

(1,743 )

(8,370 )
Changes in assets and liabilities

12,869

(7,395 )
Cash flows used in operating activities of discontinued operation
$ 11,540

$ 14,680

 

In furtherance of the Company’s exit from retail energy markets in Finland and Sweden and to facilitate the maximization of value at Lumo Sweden, on November 3, 2022, the Company acquired additional minority interests in Lumo Finland and Lumo Sweden from an employee for 132,302 restricted Class B common stock of the Company, which will vest ratably from November 2022 to May 2025. The Company increased its interest in Lumo Finland from 91.6% to 96.6% and in Lumo Sweden from 97.7% to 100%. 

 

The assets and liabilities of Lumo Finland and Lumo Sweden were included in GRE International segment.


On November 8, 2023, the Administrator, acting on behalf of the Bankruptcy Estate, filed a claim in the District Court of Helsinki against Genie Nordic, a wholly owned subsidiary of the Company and the parent company of Lumo Finland, its directors, officers and affiliates, in which it alleges that the gain from the sale of swap instruments owned by Lumo Sweden amounting to €35.2 million (equivalent to $38.9 million as of December 31, 2023) belongs to the Bankruptcy Estate. The Company believes that the Administrator’s position is without merit, and it intends to vigorously defend its position against the Administrator’s claims.


Genie was also notified that the Administrator filed a claim against one of Lumo Finland’s suppliers, seeking to recover payments made by Lumo Finland amounting to €4.2 million (equivalent to $4.7 million as of December 31, 2023) prior to the bankruptcy. The Administrator has also filed a recovery claim jointly against the Company and the supplier amounting to €1.6 million (equivalent to $1.8 million as of December 31, 2023) related to Genie’s payment to the supplier under the terms of a previously supplied parental guarantee. The Administrator alleges that the payments represented preferential payments and therefore belong to the bankruptcy estate which are recoverable under the laws of Finland.  The Company believes that the Administrator’s position is incorrect, and intends to vigorously challenge the Administrator’s claims. Nevertheless, should the Administrator succeed in clawing back the funds from the supplier, it is possible that following the conclusion of the bankruptcy proceedings, the supplier will seek to recover its losses against the Company, under terms of the parental guarantee. At this time, there is insufficient basis to deem any loss probable or to assess the amount of any possible loss.


F-25

GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Discontinuance of U.K. Operations


In the third quarter of 2021, the natural gas and energy market in the United Kingdom deteriorated which prompted the Company to start the process of orderly withdrawal from the U.K. market. In October 2021, as part of the orderly exit process, Orbit and Shell agreed to terminate the exclusive supply contract between them. As part of the termination agreement, Orbit was required to unwind all physical forward hedges with Shell which resulted in net cash proceeds after settlement of all related liabilities with Shell. 


Following the termination of the contract with Shell, Orbit filed a petition with the High Court of Justice Business and Property of England and Wales (the “Court”) to declare Orbit insolvent based on the Insolvency Act of 1986. On November 29, 2021, the Court declared Orbit insolvent, revoked Orbit's license to supply electricity and natural gas in the United Kingdom, ordered the current customers to be transferred to “supplier of last resort” and transfer the administration of Orbit to Administrators effective December 1, 2021, which transfer was effective December 1, 2021. All assets and liabilities of Orbit, including cash and receivables remain with Orbit and the management and control of which was transferred to Administrators.


In the fourth quarter of 2021, Orbit transferred to GEIC a net amount of $49.7 million from the proceeds of the settlement of the contract with Shell which is included in cash and cash equivalents in the consolidated balance sheet as of December 31, 2021. In January 2022, the Company transferred $21.5 million to the Administrators of Orbit Energy to fund the settlement of the expected remaining liabilities of Orbit of $30.8 million, which were included in the current liabilities of discontinued operations in the consolidated balance sheet as of December 31, 2021. In February 2022, the Company deposited $28.3 million into an attorney trust account which will hold, preserve, and dispense funds to the extent needed in connection with the administration process. On February 24, 2022, the Administrators filed a petition under Chapter 15 of the U.S. Bankruptcy Code with the Bankruptcy Court of the Southern District of New York seeking (i) recognition of the U.K. administration proceeding as a foreign main proceeding and the U.K. Administrators as its foreign representatives, and (ii) entrusting distribution of the funds the Company deposited into its attorney’s trust fund to the U.K. Administrators. In the second quarter of 2022, the Administrators filed an application to transfer the funds back to the Administrators’ control in the U.K. Subject to certain representations and expectations regarding use and application of the funds to efficiently and expeditiously pay off creditors and bring a timely close to the insolvency administration, the Company decided not to oppose the application, and the $28.3 million was transferred to the account of the Administrator.


The Company determined that the discontinued operations of Orbit represented a strategic shift that would have a major effect on the Company's operations and financial statements and accordingly, the results of operations and related cash flows are presented as discontinued operations for all periods presented. The assets and liabilities of the discontinued operations have been presented separately, and are reflected within assets and liabilities from discontinued operations in the accompanying consolidated balance sheets as of December 31, 2023.


As a result of loss of control, the Company deconsolidated Orbit effective December 1, 2021 and estimated the remaining liability related to its ownership of Orbit.


On November 21, 2023, the Court issued an order to cease the administration and revert the control of Orbit from the Administrators to the Company effective November 28, 2023. Following the Company regaining control of the management of Orbit, the accounts of Orbit are consolidated effective November 28, 2023. In 2023 and 2022, the Administrator paid the Company a return of its interest in Orbit of £18.8 million (equivalent to $23.7 million on the dates of transfer) and £4.6 million (equivalent to $5.4 million on the dates of transfer), respectively.


As a result of regaining control of Orbit, the Company consolidated the accounts of Orbit effective November 28, 2023 and recorded cash and accrued expenses of $21.1 million and $0.8 million, respectively. At December 31, 2023 Orbit has income tax payable and accrued expenses of $2.6 million and $0.8 million, respectively, included in current liabilities of discontinued operations in the consolidated balance sheet.


In 2023, the Company recognized income from discontinued operation, net of taxes amounting to $5.4 million, mainly from the increase in the estimated value of our interest in Orbit due to a change in estimated net assets of Orbit after the Administrator settled the remaining liabilities. There was no income or loss from discontinued operations recognized in 2022.


The assets and liabilities of Orbit were included in GRE International segment. 


F-26

GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 


Note 3 — Fair Value Measurements

 

The following table presents the balance of assets and liabilities measured at fair value on a recurring basis:

 

(in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

December 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Marketable equity securities
$ 396

$ —

$ —

$ 396

Derivative contracts 

 

$

673

 

 

$

—

 

 

$

—

 

 

$

673

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative contracts

 

$

1,724

 

 

$

—

 

 

$

—

 

 

$

1,724

 

December 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Marketable equity securities
$ 490

$ —

$ —

$ 490

Derivative contracts

 

$

4,060

 

 

$

—

 

 

$

—

 

 

$

4,060

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative contracts

 

$

2,857

 

 

$

—

 

 

$

—

 

 

$

2,857

 


The Company’s derivative contracts consist of natural gas and electricity put and call options and swaps. The underlying asset in the Company’s put and call options is a forward contract. The Company’s swaps are agreements whereby a floating (or market or spot) price is exchanged for a fixed price over a specified period. 


Fair Value of Other Financial Instruments

 

The estimated fair value of the Company’s other financial instruments was determined using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting this data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange.

 

Restricted cash — short-term, trade receivables, due to IDT Corporation, other current assets and other current liabilities. At December 31, 2023 and 2022, the carrying amount of these assets and liabilities approximated fair value. The fair value estimate for restricted cash — short-term was classified as Level 1. The carrying value of other current assets, due to IDT Corporation, and other current liabilities approximated fair value.


Other assets. At December 31, 2023 and 2022, other assets included notes receivable. The carrying amounts of the note receivable approximated fair value. The fair values were estimated based on the Company’s assumptions, and were classified as Level 3 of the fair value hierarchy. 


The Company did not have any transfers of assets or liabilities between Level 1, Level 2 or Level 3 of the fair value measurement hierarchy during the years ended December 31, 2023 and 2022.


The primary non-recurring fair value estimates typically involve goodwill impairment testing (see Note 7), which involves Level 3 inputs, and asset impairments (see Note 7) which utilize Level 3 inputs.

F-27

 GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


Note 4 — Derivative Instruments

  

The primary risk managed by the Company using derivative instruments is commodity price risk, which is accounted for in accordance with Accounting Standards Codification 815 — Derivatives and Hedging. Natural gas and electricity put and call options and swaps are entered into as hedges against unfavorable fluctuations in market prices of natural gas and electricity. The Company does not apply hedge accounting to these options or swaps, therefore the changes in fair value are recorded in earnings. By using derivative instruments to mitigate exposures to changes in commodity prices, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk. The Company minimizes the credit or repayment risk in derivative instruments by entering into transactions with high-quality counterparties. At December 31, 2023 and 2022, GRE’s swaps and options were traded on the New York Mercantile Exchange.

  

The summarized volume of GRE’s outstanding contracts and options at December 31, 2023 was as follows (MWh – Megawatt hour and Dth – Decatherm):

  


Commodity

Settlement Dates
Electricity (In MWH)
Natural Gas (In Dth)

First quarter 2024


17,936


745,000

Second quarter 2024


—


75,000

Third quarter 2024


24,208


—

Fourth quarter 2024


—


—

First quarter 2025


—


225,000

Second quarter 2025
—
227,500
Third quarter 2025
—
230,000
Fourth quarter 2025
—
230,000
First quarter 2026
—
—

Second quarter 2026
—
—
Third quarter 2026
3,520
—
Fourth quarter 2026
6,080
—

  

The fair value of outstanding derivative instruments recorded in the accompanying consolidated balance sheets were as follows:

  
December 31,



2023



2022


Asset Derivatives


Balance Sheet Location


(in thousands)


Derivatives not designated or not qualifying as hedging instruments:











Energy contracts and options (1)


Other current assets


$

321



$

2,799


Energy contracts and options
Other assets

352


1,261
Total derivatives not designated or not qualifying as a hedging instruments — Assets


$ 673

$ 4,060












Liability Derivatives











Derivatives not designated or not qualifying as hedging instruments:











Energy contracts and options (1)


Other current liabilities


$

1,716



$

1,800


Energy Contracts and options


Other liabilities

8


1,057
Total derivatives not designated or not qualifying as a hedging instruments — Liabilities


$ 1,724

$ 2,857

  

(1) The Company classifies derivative assets and liabilities as current based on the cash flows expected to be incurred within the following 12 months.

The effects of derivative instruments on the consolidated statements of operations were as follows:

 

F-28

GENIE ENERGY LTD.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)




Amount of (Loss) Gain
Recognized on Derivatives




Year ended December 31,


(in thousands)




2023



2022


Derivatives not designated or not qualifying as hedging instruments


Location of (Gain) Loss Recognized on Derivatives







Energy contracts and options


Cost of revenues


$

(28,887

 )


$

117,607


Note 5 — Leases

 

The Company is the lessee under operating lease agreements primarily for office space in domestic and foreign locations where it has operations and for solar development projects with lease periods expiring between 2024 and 2052. The Company has no finance leases. 


The Company determines if a contract is a lease at inception. Right-of-Use ("ROU") assets are included under other assets in the consolidated balance sheet. The current portion of the operating lease liabilities are included in other current liabilities and the noncurrent portion is included in other liabilities in the consolidated balance sheet.

  

ROU assets and operating lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the incremental borrowing rate, because the interest rate implicit in most of our leases is not readily determinable. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized borrowing rate based on information available at the lease commencement date. ROU assets also include any prepaid lease payments and lease incentives. The lease terms include periods under options to extend or terminate the lease when it is reasonably certain that we will exercise that option. The Company uses the base, non-cancelable, lease term when determining the lease assets and liabilities. Operating lease expense is recognized on a straight-line basis over the lease term.  

  

 

December 31,

 



2023
2022
(in thousands)

ROU assets

$

2,138
$ 1,892



Current portion of operating lease liabilities

$

309
$ 250

Noncurrent portion of operating lease liabilities

1,952

1,699

Total

 

$

2,261


$ 1,949

 

 

At December 31, 2023, the weighted average remaining lease term is 13.6 years and the weighted average discount rate is 7.1%.


Supplemental cash flow information for ROU assets and operating lease liabilities for the years ended December 31, 2023 and 2022 are as follows:

 


 For the Year Ended


December 31, 2023
December 31, 2022


(in thousands)

Cash paid for amounts included in the measurement of lease liabilities:




Operating cash flows from operating activities

$

638
$ 563



ROU assets obtained in the exchange for lease liabilities




Operating leases

$

237
$ 501


F-29

 GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Future lease payments under operating leases as of December 31, 2023 were as follows:  

 

(in thousands)


2024

471

2025

402

2026

301
2027

306
2028

312

Thereafter

2,240

Total future lease payments

4,032

Less imputed interest

1,771

Total operating lease liabilities

 

$

2,261

 

 

Rental expenses under operating leases were $0.6 million for each of the years ended December 31, 2023 and 2022, respectively. 

 

Note 6 — Property and Equipment

 
December 31,


 

2023

 

 

2022

 



(in thousands)
Solar system facilities
$ 7,732

$ —
Computer software

2,329


2,229

Computers and computer hardware              

 

 

219

 

 

 

219

 

Office equipment and other              

 

 

198

 

 

 

185

 

Construction in progress

7,362


826

 

 

 

17,840

 

 

 

3,459

 

Less: accumulated depreciation              

 

 

(2,648

 )

 

 

(2,568

)

Property and equipment, net              

 

$

15,192

 

 

$

891

 

  

Property and equipment depreciation expenses were $0.1 million and a minimal amount in the years ended December 31, 2023 and 2022, respectively.

  

In the second half of 2023, the Company transferred $5.4 million worth of solar panels that are intended to be used in Genie Solar projects from inventories to construction in progress related to solar panels expected to be used in the solar project by Genie Solar. 

   

F-30

GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Note 7 — Goodwill and Other Intangibles

 

There are no changes in the carrying amount of goodwill for the period from January 1, 2020 to December 31, 2023. The carrying value of goodwill as of December 31, 2023 and 2022 was $10.0 million which is allocated to the GRE segment.


The Company performed its annual goodwill impairment test as of October 1, 2023. The Company elected to perform a qualitative analysis. The Company determined, after performing a qualitative analysis, that there was no evidence that it is more likely than not that the fair value of any identified reporting unit was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test.


The table below presents information on the Company’s other intangible assets: 

 

Weighted Average Amortization Period

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

Net
Balance

 

December 31, 2023

 

(in thousands)

 

Patents and trademarks

 

 

18.1 years

 

 

$

3,510

 

 

$

(1,383

 )

 

$

2,127

 

Customer relationships             

 

 

9.0 years

 

 

 

1,100

 

 

 

(774

 )

 

 

326

 

Licenses              

 

10.0 years

 

 

 

479

 

 

 

(198

 )

 

 

281

 

TOTAL              

 

 


 

 

$

5,089

 

 

$

(2,355

 )

 

$

2,734

 

December 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trademark             

 

 

18.1 years

 

 

$

3,510

 

 

$

(1,154

 )

 

$

2,356

 

Customer relationships             

 

 

9.0 years

 

 

 

1,100

 

 

 

(652

 )

 

 

448

 

Licenses              

 

 

10.0 years

  

 

 

479

 

 

 

(150

 )

 

 

329

 

TOTAL              

 

 


 

 

$

5,089

 

 

$

(1,956

 )

 

$

3,133

 


Amortization expense of intangible assets was $0.4 million in in each of the years ended December 31, 2023 and 2022. The Company estimates that the amortization expense of intangible assets will be $0.4 million, $0.4 million, $0.3 million, $0.3 million, $0.2 million and $1.2 million in the years ending December 31,2024, 2025, 2026, 2027, 2028 and thereafter, respectively. 


F-31

GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 

 

Note 8 — Other Assets

 
December 31,


 

2023

 

 

2022

 



(in thousands)
Security deposits

7,950


7,341

Right-of-use assets, net of amortization

 

 

2,138

 

 

 

1,892

 

Fair value of derivative contracts—noncurrent

 

 

352

 

 

 

1,261

 

Other assets       

 

 

4,807

 

 

3,362


Total other assets

 

$

15,247

 

 

$

13,856

 

  

Note 9 — Accrued Expenses and Other Current Liabilities

  

Accrued expenses consisted of the following: 

  
December 31,


  

2023

  

  

2022

  



(in thousands)
Renewable energy
$ 31,662

$ 18,444
Liability to customers related to promotional and retention incentives 

9,493


9,111
Payroll and employee benefits

5,095


4,251

Other accrued expenses       

  

 

3,139

  

 

3,853

 

   Total accrued expenses


$ 

49,389

  

  

$ 

35,659

 

 

Other current liabilities consisted of the following:
December 31,


  

2023

  

  

2022

  


(in thousands)
Contract liabilities
$ 5,582

$ 1,759
Current hedge liabilities

1,716


1,800
Current lease liabilities

309


250
Current captive insurance liability

143


—

Others

  

 

1,530

  

 

740

 

   Total other current liabilities

$ 

 9,280

  

  

$ 

4,549

 


Note 10 — Debt

  

Credit Agreement with JPMorgan Chase Bank 

 

On December 13, 2018, the Company entered into a Credit Agreement with JPMorgan Chase Bank (“Credit Agreement”). On February 14, 2024, the Company entered into the fourth amendment of its existing Credit Agreement to extend the maturity date of December 31, 2024. The aggregate principal amount was retained at $3.0 million credit line facility (“Credit Line”). The Company pays a commitment fee of 0.1% per annum on the unused portion of the Credit Line as specified in the Credit Agreement. The borrowed amounts will be in the form of letters of credit which will bear interest of 1.0% per annum. The Company will also pay a fee for each letter of credit that is issued equal to the greater of $500 or 1.0% of the original maximum available amount of the letter of credit. The Company agreed to deposit cash in a money market account at JPMorgan Chase Bank as collateral for the line of credit equal to $3.1 million. As of December 31, 2023, there are no letters of credit issued by JP Morgan Chase Bank. At December 31, 2023, the cash collateral of $3.2 million was included in restricted cash—short-term in the consolidated balance sheet. 

 

F-32

 GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


Note 11 — Income Taxes

    

The components of income before income taxes are as follows:

  

 

 

Year ended December 31,

 


 

2023

 

 

2022

 



(in thousands)

Domestic              

 

$

18,088

 

 

$

77,248

 

Foreign              

 

 

20

 

 

275

INCOME BEFORE INCOME TAXES              

 

$

18,108

 

$

77,523

 

Significant components of the Company’s deferred income tax assets consist of the following:

 
December 31,

 

2023

 

 

2022

 



(in thousands)

Deferred income tax assets (liabilities):

 

 

 

 

 

 

Net operating loss

 

$

10,378

 

 

$

10,229

 

Accrued expenses

 

 

1,899

 

 

 

1,638

 

Bad debt reserve     

 

 

1,773

 

 

 

1,300

 

Provision for captive insurance liability

778


—

Lease liability

610


400
Stock options and restricted stock

321


918
Unrealized gain

228


1,710
State taxes

38


37
Amortization

(183 )

181

ROU assets

 

 

(573

 )

 

 

(386

 )

Total deferred income tax assets              

 

 

15,269

 

 

 

16,027

 

Valuation allowance              

 

 

(10,069

 )

 

 

(10,228

)

DEFERRED INCOME TAX ASSETS, NET              

 

$

5,200

 

 

$

5,799

 


F-33

GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

   

The Company recognizes a valuation allowance against deferred tax assets to the extent that it believes that the deferred tax assets are not more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. 


The provision for (benefit from) income taxes consists of the following:

 

 

 

Year ended December 31,

 


 

2023

 

 

2022

 



(in thousands)

Current:

 

 

 

 

 

 

Federal

 

$

3,571

 

 

$

15,376

 

State and local               

 

 

1,267

 

 

 

6,258

 

 

 

4,838

 

 

21,634

Deferred:

 

 

 

 

 

 

 


Federal              

 

 

(279

 )

 

 

(393

 )

State and local               

 

 

(320

 )

 

 

(204

)

 

 

 

(599

 )

 

 

(597

 )

PROVISION FOR INCOME TAXES              

 

$

4,239

 

$

21,037

 

The differences between provision for income taxes expected at the U.S. federal statutory income tax rate and income taxes provided are as follows:

 

 

Year ended December 31,

 


 

2023

 

 

2022

 



(in thousands)

U.S. federal income tax benefit at statutory rate

 

$

3,803

 

$

16,280

State and local income tax, net of federal benefit

 

 

1,242

 

 

4,760

Valuation allowance

 

 

(159

 )

 

 

(32

 )
Stock-based compensation

(812 )

—
Others

165

29

PROVISION FOR INCOME TAXES              

 

$

4,239

 

$

21,037


The Company includes certain entities that are not included in the Company’s consolidated tax return. The entities have separate U.S. federal and state net operating loss carry-forwards of $37.9 million that begin to expire in 2025. Net operating loss carry-forwards in the amount of $28.0 million related to Prism may be subject to Internal Revenue Code Section 382 limitation at the time of utilization. 


F-34

GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

   

The change in the valuation allowance for deferred income taxes was as follows: 

 

 

Balance at beginning of period

 

 

Additions charged to costs and expenses

 

 

Deductions

 

 

Balance at end of period

 



(in thousands)

Year ended December 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

Reserves for valuation allowances deducted from deferred income taxes, net

 

$

10,228

 

 

$

—

 

 

$

(159

 )

 

$

10,069

 

Year ended December 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserves for valuation allowances deducted from deferred income taxes, net

 

$

10,260

 

 

$

—

 

 

$

(32

 )

 

$

10,228

 

 

As of December 31, 2023 and 2022, the Company maintains a valuation allowance on the deferred tax assets of net operating losses relating to consolidated U.S. entities and its Israel entity.


The table below summarizes the change in the balance of unrecognized income tax benefits:

 

 

Year ended December 31,

 


 

2023

 

 

2022

 



(in thousands)

Balance at beginning of period

 

$

260

 

 

$

360

 

Additions based on tax positions related to the current period

 

 

13

 

 

 

4

 

Additions based on tax positions related to prior periods

—


—

Lapses of statutes of limitations

 

 

(90

 )

 

 

(104

 )

Balance at end of period

 

$

183

 

 

$

260

 

 

All of the unrecognized income tax benefits at December 31, 2023 and 2022 would have affected the Company’s effective income tax rate if recognized. The Company does expect the total amount of unrecognized income tax benefits to significantly decrease within the next twelve months. 

 

In the years ended December 31, 2023 and 2022, the Company recorded a minimal amount of interest on income taxes. At December 31, 2023 and 2022, accrued interest included in current income taxes payable was minimal.

 

The Company currently remains subject to examinations of its tax returns as follows: U.S. federal tax returns for 2019 to 2022, state and local tax returns generally for 2018 to 2022 and foreign tax returns generally for 2018 to 2022.


F-35

GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note 12 — Equity

 

Class A Common Stock and Class B Common Stock

 

The rights of holders of Class A common stock and Class B common stock are identical except for certain voting and conversion rights and restrictions on transferability. The holders of Class A common stock and Class B common stock receive identical dividends per share when and if declared by the Company’s Board of Directors. In addition, the holders of Class A common stock and Class B common stock have identical and equal priority rights per share in liquidation. The Class A common stock and Class B common stock do not have any other contractual participation rights. The holders of Class A common stock are entitled to three votes per share and the holders of Class B common stock are entitled to one-tenth of a vote per share. Except as required by law or under the terms of the Series 2012-A Preferred Stock (the “Preferred Stock”), the holders of Class A and Class B common stock and the Preferred Stock vote together as a single class on all matters submitted to a vote of the Company’s stockholders. Each share of Class A common stock may be converted into one share of Class B common stock, at any time, at the option of the holder. Shares of Class A common stock are subject to certain limitations on transferability that do not apply to shares of Class B common stock.

 

Series 2012-A Preferred Stock

 

Each share of Series 2012-A Preferred Stock had a liquidation preference of $8.50 (the “Liquidation Preference”), and was entitled to receive an annual dividend per share equal to the sum of (i) $0.6375 (the “Base Dividend”) plus (ii) seven and one-half percent (7.5%) of the quotient obtained by dividing (A) the amount by which the EBITDA for a fiscal year of the Company’s retail energy provider business exceeds $32 million by (B) 8,750,000 (the “Additional Dividend”), payable in cash. EBITDA consists of income (loss) from operations exclusive of depreciation and amortization and other operating gains (losses). During any period when the Company has failed to pay a dividend on the Preferred Stock and until all unpaid dividends have been paid in full, the Company is prohibited from paying dividends or distributions on the Company’s Class B or Class A common stock.

 

The Series 2012-A Preferred Stock was redeemable, in whole or in part, at the option of the Company 100% of the Liquidation Preference plus accrued and unpaid dividends.

     

The Base Dividend was payable (if declared by the Company’s Board of Directors, and accrued, if not declared) quarterly on each February 15, May 15, August 15 and November 15, and to the extent that there is any Additional Dividend payable with respect to a fiscal year, it was to be paid to holders of Preferred Stock with the May dividend. With respect to the payment of dividends and amounts upon liquidation, dissolution or winding up, the Preferred Stock was equal in rank to all other equity securities of the Company, the terms of which specifically provided that such equity securities rank on a parity with the Preferred Stock with respect to dividend rights or rights upon the Company’s liquidation, dissolution or winding up; senior to the Company’s common stock; and junior to all of the Company’s existing and future indebtedness.

     

Each share of Preferred Stock had the same voting rights as a share of Class B common stock, except on certain matters that only impacted the Company’s common stock, as well as additional voting rights on specific matters or upon the occurrence of certain events.

     

Dividend Payments

     

In the year ended December 31, 2023, the Company paid aggregate cash Base Dividends of $0.3188 per share on its Preferred Stock, equal to $0.3 million in Base Dividends paid. In May 2023, the Company also paid Additional Dividends of $0.5301 per share of its Preferred Stock, equal to $0.5 million in respect of the GRE results of operations through December 31, 2022. In the year ended December 31, 2022, the Company paid aggregate cash base dividends of $0.6376 per share on its Preferred Stock, equal to $1.4 million in Base Dividends paid. In May 2022, the Company paid Additional Dividends of $0.0848 per share on its Preferred Stock, equal to $0.2 million, in respect of the GRE results of operations through December 31, 2021. 

 
In each of the years ended December 31, 2023 and 2022, the Company paid aggregate cash dividends of $0.30 per share on its Class A common stock and Class B common stock, equal to $8.0 million total dividends paid.


F-36

GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


On February 28, 2024, the Company paid a dividend of $0.075 per share of its Class A common Stock and Class B common stock to stockholders of record as of the close of business on February 20, 2024


The Delaware Corporation Law allows companies to declare dividends out of its “Surplus,” which is calculated by deducting the par value of the company’s stock from the difference between total assets less total liabilities. The Company elected to record dividends declared against accumulated deficit. 

     

Stock Repurchases and Redemption

     

On March 11, 2013, the Board of Directors of the Company approved a program for the repurchase of up to an aggregate of 7.0 million shares of the Company’s Class B common stock. In 2023, the Company acquired 3,778 shares of Class B common stock under the stock repurchase program for an aggregate amount of $0.1 million. In 2022, the Company acquired 639,393 shares of Class B common stock under the stock repurchase program for an aggregate amount of $4.4 million. At December 31, 2023, 4.7 million shares remained available for repurchase under the stock repurchase program.


In addition, in the year ended December 31, 2023, the Company paid $1.6 million to repurchase 111,319 shares of its Class B common stock and in the year ended December 31, 2022, the Company paid $0.6 million to repurchase 60,342 shares of its Class B common stock, in each case that were tendered by the Company’s employees to satisfy tax withholding obligations in connection with the lapsing of restrictions on awards of restricted stock. Such shares were repurchased by the Company based on their fair market value on the trading day immediately prior to the vesting date.


As of December 31, 2023 and 2022, the Company held 2.9 million and 2.7 million shares of Class B common stock, respectively, in treasury, with respective costs of $22.7 million and $19.0 million, and a weighted average cost of $7.75 and $7.03 per share.  


On February 7, 2022, the Board of Directors of the Company authorized a program to redeem, beginning, in the second quarter of 2022, up to $1.0 million per quarter of our Preferred Stock at the liquidation preference of $8.50 per share. In 2023 and 2022, the Company redeemed 983,385 and 1,339,341 shares of Preferred Stock at the liquidation preference of $8.50 for an aggregate amount of  $8.4 million and $11.4 million, respectively. Following the redemption, there are no shares of Preferred Stock outstanding, all rights of Preferred Stockholders have terminated, and the Preferred Stock’s ticker symbol, "GNEPRA", has been retired.


Exercise of Stock Options


In May 2023, Howard S. Jonas exercised options to purchase 256,818 shares of Class B common stock through a cashless exercise and the Company issued 98,709 Class B common stock to Howard S. Jonas with the remaining 158,109 Class B common stock used for payment of the exercise price or retained by the Company to satisfy withholding tax obligations in connection to the exercise of the options.

   

Sales of Shares and Warrants

     

On June 8, 2018, the Company sold to Howard S. Jonas, the Chairman of the Company’s Board of Directors and then the holder of the controlling portion of the Company's common stock, shares of the Company's Class B common stock and warrants to purchase an additional 1,048,218 shares of the Company’s Class B common stock at an exercise price of $4.77 per share for an aggregate exercise price of $5.0 million. In June 2023, the holder of these warrants exercised the warrants to purchase 1,048,218 shares of Class B common stock warrants for $5.0 million.


In addition, on June 12, 2018, the Company sold to a third-party investor treasury shares of the Company’s Class B common stock for an aggregate sales price of $1.0 million and warrants to purchase an additional 209,644 shares of the Company’s Class B common stock at an exercise price of $4.77 per share for an aggregate exercise price of $1.0 million. In May 2022, the holder of these warrants exercised the warrants in full through a cashless exercise and the Company issued 72,657 common shares with the remaining warrants purchase 136,987 shares being cancelled to settle the exercise price.


As of December 31, 2023, there were outstanding no warrants to purchase the Company’s Class B common stock.

   

Purchase of Equity of Subsidiaries

 

In November 2022, the Company purchased from a certain employee 5.1% and 2.3% interests in Lumo Finland and Lumo Sweden, respectively, by issuing 123,302 shares of the Company's Class B restricted common stock, which will ratably vest on a bi-annual basis between May 2023 and up to May 2025. 


F-36

GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Note 13 — Stock-Based Compensation

 

Stock-Based Compensation Plan

 

The Company’s 2011 Stock Option and Incentive Plan (as amended, the "2011 Plan") is intended to provide incentives to executives, employees, directors and consultants of the Company. Incentives available under the Plan include stock options, stock appreciation rights, limited rights, deferred stock units, and restricted stock. The 2011 Plan expired in 2021 and no new grants are to be issued thereunder, however, outstanding grants are not impacted by the expiration of the plan.


On March 8, 2021, the Board of Directors adopted the Company's 2021 Stock Option and Incentive Plan (the "2021 Plan"), subject to the approval of the Company's stockholders. In May 2021, the 2021 Plan became effective and replaced the 2011 Plan. The 2021 Plan provides incentives to executives, employees, directors and consultants of the Company. Incentives available under the 2021 Plan provide for grants of stock options, stock appreciation rights, limited stock appreciation rights, deferred stock units, and restricted stock. The Plan is administered by the Compensation Committee of the Company’s Board of Directors. The maximum number of shares reserved for the grant of awards under the 2021 Plan is 1.0 million shares of Class B Common Stock. On May 10, 2023, the Company's stockholders approved an amendment to the 2021 Plan that, among other things, increased the number of shares of the Company’s Class B common stock available for the grant of awards thereunder by 0.5 million shares of Class B Common Stock. At December 31, 2023, the Company had 0.3 million shares of Class B common stock available for future grants. 


Restricted Stock 

 

The fair value of restricted shares of the Company’s Class B common stock is determined based on the closing price of the Company’s Class B common stock on the grant date. Share awards generally vest on a graded basis over three years of service following the grant.

 

A summary of the status of the Company’s grants of restricted shares of Class B common stock is presented below: 

  

 

 

Number of  Non-vested Shares

 

 

Weighted- Average Grant Date Fair  Value

 



(in thousands)

Non-vested restricted shares at December 31, 2022    

 

 

417

 

 

$

7.84

 

Granted              

 

 

44

 

 

 

12.10

 

Vested              

 

 

(199

 )

 

 

7.35

 

Forfeited              

 

 

(1

 )

 

 

5.94

 

NON-VESTED RESTRICTED SHARES AT DECEMBER 31, 2023               

 

 

261

 

 

$

8.45

 

 

At December 31, 2023, there was $0.5 million of total unrecognized compensation cost related to non-vested restricted stock. The total unrecognized compensation cost is expected to be recognized over a weighted-average period of 1.0 years. The total grant date fair value of shares vested was $1.5 million and $1.3 million in the years ended December 31, 2023 and 2022, respectively. The Company recognized compensation cost related to the vesting of the restricted stock of $1.5 million and $1.3 million in each of the years ended December 31, 2023 and 2022, respectively.

 

Stock Options

 

Option awards are generally granted with an exercise price equal to the fair market value of the Company’s stock on the date of grant (which is determined by reference to the closing price for the Class B common stock on the New York Stock Exchange trading date immediately preceding the grant. Option awards generally vest on a graded basis over three years of service and have five-year contractual terms. Expected volatility is based on historical volatility of the Company’s Class B common stock and other factors. The Company uses historical data on exercise of stock options, post vesting forfeitures and other factors to estimate the expected term of the stock-based payments granted. The risk free rate is based on the U.S. Treasury yield curve in effect at the time of grant.


F-37

GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


A summary of stock option activity for the Company is as follows:

 

 

 

Number of Options

(in thousands)

 

 

Weighted- Average Exercise
 Price

 

 

Weighted- Average Remaining Contractual Term
 (in years)

 

 

Aggregate Intrinsic Value
 (in thousands)

 

Outstanding at December 31, 2022

 

 

383

 

 

$

5.56

 

 

 

0.6

 

 

$

1,830

 

Granted              

 

 

—

 

 

 

—

 

 

 

 

 

 

 

 

 

Exercised              

 

 

(257

 )

 

 

—

 

 

 

 

 

 

 

 

 

Cancelled/Forfeited              

 

 

—

 

 

—

 

 

 

 

 

 

 

 

 

OUTSTANDING AT DECEMBER 31, 2023               

 

 

126

 

 


8.05

 

 

 

0.1

 

 

$

2,534

 

EXERCISABLE AT DECEMBER 31, 2023               

 

 

126

 

 

$

8.05

 

 

 

0.1

 

 

$

2,534

 

 

The total intrinsic value of options exercised during the year ended December 31, 2023 was $2.8 million. At December 31, 2023, there was no unrecognized compensation cost related to non-vested stock options. There was no compensation cost related to vesting of the options in the years ended December 31, 2023 and 2022. 

  

Market Condition Awards

  

In February 2020 and February 2021, the Company granted certain employees and members of its Board of Directors an aggregate of 305,000 deferred stock units, which are subject to vesting in two tranches upon the achievement of a specified thirty-day average closing price of the Company's Class B common stock within specified periods of time ( the "market conditions") and the satisfaction of service-based vesting conditions. Each deferred stock unit entitles the grantee to receive, upon vesting, up to two shares of Class B common stock of the Company upon achievement of market conditions which will be subject to restrictions that will lapse annually over three years from grant. The grant-date fair value of the deferred stock units is amortized over approximately 3.5 years after the date of grant irrespective of whether the market conditions were met. The market conditions were not achieved and the deferred stock units expired in February 2021 and February 2022.

  

In February 2022, the Company granted certain employees and members of its Board of Directors an aggregate of 290,000 deferred stock units which were eligible to vest in two tranches contingent upon the achievement of a specified thirty-day average closing price of the Company's Class B common stock within a specified period of time (the "2022 market conditions") and the satisfaction of service-based vesting conditions. Each deferred stock unit entitled the recipient to receive, upon vesting, up to two restricted shares of Class B common stock of the Company depending on market conditions which restricted shares will be subject to restrictions that will lapse annually over three years from grant. The grant-date fair value of the deferred stock units is being amortized over approximately 3.5 years after the date of grant irrespective of whether the 2023 market conditions were met. In the second quarter of 2022, the 2022 market conditions were partially achieved and the Company issued 290,000 shares of its restricted Class B common stock. In February 2023, the remaining portion of the 2022 market condition was achieved and the Company issued an additional 290,000 restricted shares of its Class B common stock. The restricted shares to be issued will be subject to service-based vesting conditions as described above. 

  

The Company used a Monte Carlo simulation model to estimate the grant-date fair value of the awards. Assumptions and estimates utilized in the model include the risk-free interest rate, dividend yield, expected stock volatility based on a combination of the Company’s historical stock volatility. The Company recognized compensation costs related to the deferred stock units award of $1.3 million and $1.6 million for the years ended December 31, 2023 and 2022, respectively. 

  

As of December 31, 2023, there were approximately $0.6 million of total unrecognized stock-based compensation costs related to outstanding and unvested equity-based grants. These costs are expected to be recognized over a weighted-average period of approximately 0.8 years.


F-38

GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


Note 14 — Variable Interest Entity

 

Citizens Choice Energy, LLC (“CCE”) is a REP that resells electricity and natural gas to residential and small business customers in the State of New York. The Company does not own any interest in CCE. Since 2011, the Company has provided CCE with substantially all of the cash required to fund its operations. The Company determined that it has the power to direct the activities of CCE that most significantly impact its economic performance and it has the obligation to absorb losses of CCE that could potentially be significant to CCE on a stand-alone basis. The Company therefore determined that it is the primary beneficiary of CCE, and as a result, the Company consolidates CCE within its GRE segment. The net income or loss incurred by CCE was attributed to noncontrolling interests in the accompanying consolidated statements of operations. 


GRE holds an option to purchase 100% of the issued and outstanding limited liability company interests of CCE for one dollar plus the forgiveness of a $0.5 million loan made by the Company to CCE. The option expired on October 22, 2023 without being exercised by the Company.

 

Net loss related to CCE and aggregate net funding repaid to (provided by) the Company were as follows: 

 

 

 

Year ended December 31,


 

2023

 

 

2022

 



(in thousands)

Net loss

 

$

850

 

$

747

Aggregate funding provided by the Company, net 

 

$

1,104

 

$

329

 

Summarized consolidated balance sheet amounts related to CCE are as follows: 

 
December 31,

 

2023

 

 

2022

 



(in thousands)

ASSETS

 

 

 

 

 

 

 

 

Cash, cash equivalents and restricted cash               

 

$

265

 

 

$

295

 

Trade accounts receivable              

 

 

275

 

 

 

549

 

Prepaid expenses and other current assets           

 

 

323

 

 

 

363

 

Other assets              

 

 

360

 

 

 

359

 

TOTAL ASSETS

 

$

1,223

 

 

$

1,566

 

LIABILITIES AND NONCONTROLLING INTERESTS

 

 

 

 

 

 

 

 

Current liabilities 

 

$

611

 

 

$

700

 

Due to IDT Energy 

 

 

4,893

 

 

 

5,997

 

Noncontrolling interests from CCE

 

 

(4,281

 )

 

 

(5,131

 )

TOTAL LIABILITIES AND NONCONTROLLING INTERESTS

 

$

1,223

 

 

$

1,566

 

 

The assets of CCE may only be used to settle obligations of CCE, and may not be used for other consolidated entities. The liabilities of CCE are non-recourse to the general credit of the Company’s other consolidated entities.


F-39

GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 

 

Note 15 — Legal and Regulatory Proceedings

 

Legal Proceedings

 

On September 29, 2023, the Attorney General of the State of Illinois filed a complaint against Residents Energy in the Circuit Court of Cook County, Illinois, Chancery Division. The Complaint alleges several counts of violations of the Illinois Consumer Fraud and Deceptive Business Practices Act, 815 ILCS 505/1 et seq., and the Illinois Telephone Solicitations Act, 815 ILCS 413/1 et seq., in connection with Residents Energy’s marketing practices, and seeks monetary damages to redress any resulting losses alleged to have been incurred by customers, civil penalties for certain alleged violations in the amount of $50.0 thousand per violation, and other forms of injunctive and equitable relief to prevent future violations. The Company denies these allegations and intends to vigorously defend itself against any and all claims. As of December 31, 2023, there is insufficient basis to deem any loss probable or to assess the amount of any possible loss. For the years ended December 31, 2023 and 2022, Resident Energy's gross revenues from sales in Illinois were $48.3 million and $32.7 million, respectively.


In addition to the matter disclosed above, the Company may from time to time be subject to legal proceedings that arise in the ordinary course of business. Although there can be no assurance in this regard, the Company does not expect any of those legal proceedings to have a material adverse effect on the Company’s results of operations, cash flows or financial condition. 


Refer to Note 2—Acquisitions and Discontinued Operations, for discussion related to the administration of Lumo Finland.


Agency and Regulatory Proceedings

 

From time to time, the Company receives inquiries or requests for information or materials from public utility commissions or other governmental regulatory or law enforcement agencies related to investigations under statutory or regulatory schemes, and the Company responds to those inquiries or requests. The Company cannot predict whether any of those matters will lead to claims or enforcement actions or whether the Company and the regulatory parties will enter into settlements before a formal claim is made.

   

Residents Energy


In August 2020, Residents Energy began marketing retail energy services to Connecticut. For the year ended December 31, 2023, Residents Energy's gross revenues from sales in Connecticut was $0.2 million. During the fourth quarter of 2021, the enforcement division of PURA contacted Residents Energy concerning customer complaints received in connection with alleged door-to-door marketing activities in violation of various rules and regulations. On March 12, 2021, the enforcement division filed a motion against Resident Energy with the adjudicating body of PURA, seeking the assessment of $1.5 million in penalties, along with a suspension of license, auditing of marketing practices upon reinstatement and an invitation for settlement discussions. 


In June 2021, the parties settled the dispute. Pursuant to the terms of the settlement agreement, Residents Energy paid $0.3 million and volunteered to withdraw from the market in Connecticut for a period of 36 months.


F-40

GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Note 16 — Commitments and Contingencies

 

Purchase Commitments

  

The Company had purchase commitments of $144.1 million at December 31, 2023, of which $128.3 million was for future purchases of electricity. The purchase commitments outstanding at December 31, 2023 are expected to be paid as follows (in thousands):


2024

  

 

108,170

  

2025

  

 

33,644

  

2026

2,261
2027

—
2028

—
Thereafter

—

Total payments               

  

$

144,075

  

 

For the year ended December 31, 2023, the Company purchased $39.4 million and $16.8 million of electricity and renewable energy credits, respectively, under these purchase commitments. For the year ended December 31, 2022, the Company purchased $39.0 million and $19.5 million of electricity and renewable energy credits, respectively, under these purchase commitments.


Renewable Energy Credits

 

GRE's REPs must obtain a certain percentage or amount of their electricity from renewable energy sources in order to meet the requirements of renewable portfolio standards in the states in which they operate. This requirement may be met by obtaining renewable energy credits that provide evidence that electricity has been generated by a qualifying renewable facility or resource. At December 31, 2023, GRE had commitments to purchase renewable energy credits of $15.8 million.

 

Captive Insurance


In December 2023, the Company established a Captive insurance company with the primary purpose of enhancing the Company's risk financing strategies. The Captive insures against certain risks unique to the operations of the Company and its subsidiaries for which insurance may not be currently available or economically feasible in today's insurance marketplace. The covered risks are both current and related to historical business activities. 


The Company, with input from external experts, estimated the expected ultimate cost of: 1) claims defense cost, settlements and penalties resulting from insured risk, and 2) stranded risk which includes economic losses due to regulatory restrictions or unanticipated reduction of demand, as well as the level cost associated with contesting such restrictions. The amount of the expected loss liability for each risk is based on an analysis performed by a third-party actuary which assumed historical patterns. The key assumptions used in developing these estimates are subject to variability.


In December 2023, the Company paid a $51.2 million premium to the Captive recognized as restricted cash in the consolidated balance sheet. At December 31, 2023, the balance of short-term and long-term restricted cash of Captive are $6.5 million and $44.9 million, respectively. The Captive must maintain a sufficient level of cash to fund future reserve payments and secure the insurer's liabilities, particularly those related to insured risks. The Company also recognized a $45.1 million provision for captive insurance liability for the year ended December 31, 2023, related to the Captive's exposure for the insured risks. At December 31, 2023, the current captive insurance liability of $0.1 million is included in other current liabilities in the consolidated balance sheet.


The captive insurance liability outstanding at December 31, 2023 is expected to be paid as follows (in thousands):


2024

  

 $

143

2025

  

 

997
2026

2,366
2027

3,455
2028

3,832
Thereafter

34,295

Total payments               

  

$

45,088


F-41

GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


Performance Bonds and Unused Letters of Credit

 

GRE has performance bonds issued through a third party for certain utility companies and for the benefit of various states in order to comply with the states’ financial requirements for REPs. At December 31, 2023, GRE had aggregate performance bonds of $19.4 million outstanding and a minimal amount of unused letters of credit.  


BP Energy Company Preferred Supplier Agreement

 

Certain of GREs REPs are party to an Amended and Restated Preferred Supplier Agreement with BP, which is to be in effect through November 30, 2026. Under the agreement, the REPs purchase electricity and natural gas at market rate plus a fee. The obligations to BP are secured by a first security interest in deposits or receivables from utilities in connection with their purchase of the REP’s customer’s receivables, and in any cash deposits or letters of credit posted in connection with any collateral accounts with BP. The ability to purchase electricity and natural gas under this agreement is subject to satisfaction of certain conditions including the maintenance of certain covenants. At December 31, 2023, the Company was in compliance with such covenants. At December 31, 2023, restricted cash — short-term of $0.7 million and trade accounts receivable of $67.5 million were pledged to BP as collateral for the payment of trade accounts payable to BP of $21.0 million at December 31, 2023.

  

Note 17 — Related Party Transactions

  

On November 2, 2023, the Company made a charitable donation to Genie Energy Charitable Foundation ("Genie Foundation") by issuing 50,000 shares of Class B common stock from its treasury stock with an aggregate value of approximately $1.0 million. The Company is the sole member of Genie Foundation and the Company's Chief Executive Officer and Chief Financial Officer serve as members of the board of directors of Genie Foundation.


On December 7, 2020, the Company invested $5.0 million to purchase 218,245 shares of Class B common stock of Rafael Holdings, Inc. ("Rafael"). Rafael, a publicly-traded company, is also a related party. Rafael is a former subsidiary of IDT that was spun off from IDT in March 2018. Howard S. Jonas is the Executive Chairman and Chairman of the Board of Directors of Rafael. In connection with the purchase, Rafael issued to the Company warrants to purchase an additional 43,649 shares of Rafael's Class B common stock with an exercise price of $22.91 per share. The warrants had a term expiring on June 6, 2022. The Company exercised the warrants in full on March 31, 2021 for a total exercise price of $1.0 million. In March 2023, the Company sold 195,501 shares of Class B common stock of Rafael for $0.3 million. In the second quarter of 2023, the Company acquired 150,000 Class B common stock of Rafael for $0.3 million. For the years ended December 31, 2023 and 2022, the Company recognized a minimal amount and $0.8 million in connection with the investment, respectively. At December 31, 2023, the Company holds 216,393 Class B common stock of Rafael with a carrying value of $0.4 million. The Company does not exercise significant influence over the operating or financial policies of Rafael. 


The Company was formerly a subsidiary of IDT Corporation (“IDT”). On October 28, 2011, the Company was spun-off by IDT. The Company entered into various agreements with IDT prior to the spin-off including an agreement for certain services to be performed by the Company and IDT. The Company also provides specified administrative services to certain of IDT’s foreign subsidiaries. Howard Jonas is the Chairman of the Board of IDT.


The Company leases office space and parking in New Jersey. Until August 2022, the space was leased from Rafael. On August 22, 2022, Rafael completed the sale of the leased office space and parking in New Jersey, including the lease of the Company, to a third-party buyer. The leases expire in April 2025.

 

The charges for services provided by IDT to the Company, and, during the relevant period, rent charged by Rafael, net of the charges for the services provided by the Company to IDT, are included in “Selling, general and administrative” expenses in the consolidated statements of operations.


F-42

GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

  

 

 

Year ended December 31,

 


 

2023

 

 

2022

 



(in thousands)

Amount IDT charged the Company 

 

$

1,264

 

 

$

1,493

 

Amount the Company charged IDT 

 

$

132

 

 

$

130

 

Amount Rafael charged the Company
$
 —

$
 154

  

The following table presents the balance of receivables and payables to IDT and Rafael:

  
December 31,

 

2023

 

 

2022

 


(in thousands)

Due to IDT 

 

$

165

 

 

$

185

 

Due from IDT 

 

$

20

 

 

$

20

 

Due to Rafael 

 

$

—

 

 

$

—

 

  

The Company obtains insurance policies from several insurance brokers, one of which is IGM Brokerage Corp. (“IGM”). IGM is owned by the mother of Howard S. Jonas and Joyce Mason, who is a Director and Corporate Secretary of the Company. Jonathan Mason, husband of Joyce Mason and brother-in-law of Howard S. Jonas, provides insurance brokerage services via IGM. Based on information the Company received from IGM, the Company believes that IGM received commissions and fees from payments made by the Company (including payments from third party brokers). The Company paid IGM a total of $0.4 million and $0.5 million in 2023 and 2022, respectively, related to premium of various insurance policies that were brokered by IGM. There was no outstanding payable to IGM as of December 31, 2023. Neither Howard S. Jonas nor Joyce Mason has any ownership or other interest in IGM other than via the familial relationships with their mother and Jonathan Mason. 


On February 21, 2022, the Company entered into a Loan and Security Agreement to extend up to 5.5 million New Israel Shekel, or NIS (equivalent to $1.5 million) with Natan Ohayon (the "Ohayon Loan"). Natan Ohayon holds a minority interest in Petrocycle Ltd ("Petrocycle"), a subsidiary of the Company. Petrocycle is a pre-operating entity engaged in the development of a process to recycle used engine oil into usable gasoline. The Ohayon Loan, which is secured by all assets that Mr. Ohayon acquired using the proceeds of the loan bears a minimum interest as set by the Income Tax Regulations of Israel and is due, together with the principal amount on or before December 31, 2023. In 2022, the Company extended an additional NIS0.7 million (equivalent to $0.2 million) to Mr. Ohayon related to his share of operations of Petrocycle. In December 2022, the Company suspended the development of business operations of Petrocycle after it was determined that it will not meet the expected results. Petrocycle provided full impairment of its property and equipment, the Ohayon Loan and advances to Mr. Ohayon for an aggregate amount of $2.1 million.


Investments in Atid 613.


In September 2018, the Company divested a majority interest in Atid Drilling Ltd. in exchange for a 37.5% interest in a contracting drilling company in Israel ("Atid 613") which the Company accounts for using equity method of accounting. The Company did not recognize any equity in net loss from Atid 613 for the year ended December 31, 2023 and 2022. In March 2023, the Company received $0.1 million from Atid 613 for the full settlement of its investments in Atid 613. The Company recognized a minimal gain from settlement of investment included in other income (loss), net in its consolidated statements of operations for the year ended December 31, 2023. The carrying value of the Company's investments in Atid was $0.1 million at  December 31, 2022 included in other noncurrent assets in the consolidated balance sheets.  


F-43

GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)


Note 18 — Business Segment and Geographic Information

 

The Company has two reportable business segments: GRE and Genie Renewables. GRE owns and operates REPs, including IDT Energy, Residents Energy, TSE, Southern Federal and Mirabito. Its REP businesses resell electricity and natural gas to residential and small business customers in the Eastern and Midwestern United States and Texas. Genie Renewables develops, constructs and operates solar energy projects, distributes solar panels, offers energy brokerage and advisory services and also sells third-party products to customers. Corporate costs include unallocated compensation, consulting fees, legal fees, business development expenses and other corporate-related general and administrative expenses. Corporate does not generate any revenues, nor does it incur any cost of revenues.


The Company’s reportable segments are distinguished by types of service, customers and methods used to provide their services. The operating results of these business segments are regularly reviewed by the Company’s chief operating decision-maker.

 

The accounting policies of the segments are the same as the accounting policies of the Company as a whole. The Company evaluates the performance of its business segments based primarily on income (loss) from operations. There are no significant asymmetrical allocations to segments. 

 

Operating results for the business segments of the Company were as follows:

 

 

GRE

 

Genie Renewables

 

Corporate

 

 

Total

 



(in thousands)

Year ended December 31, 2023

 

 

 

 

 

 

 

 

 

 

Revenues  

 

$

409,879

 

$

18,829

 

$

—

 

 

$

428,708

 

Income (loss) from continuing operations 

 

 

71,911

 

 

(5,789

 )

 

(56,113

 )

 

 

10,009

Depreciation and amortization 

 

 

350

 

 

113

 

 

—

 

 

 

463

 

Provision for doubtful accounts receivable

2,129

233

—


2,362
Stock-based compensation

1,024

28

1,731


2,783
Provision for captive insurance liability

—

—

45,088


45,088
Impairment of assets

—

—

—


—
Provision for (benefit from) income taxes

21,119

(1,024 )
(15,856 )

4,239

Year ended December 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues             

 

$

303,972

 

$

11,567

 

$

—

 

 

$

315,539

 

Income (loss) from continuing operations               

 

 

92,557

 

 

(3,528

 )

 

(11,275

 )

 

 

77,754

Depreciation and amortization             

 

 

336

 

 

49

 

 

—

 

 

 

385

 

Provision for doubtful accounts receivables

2,408

107

—


2,515
Stock-based compensation

952

—

2,016


2,968
Provision for captive insurance liability

—

—

—


—

Impairment of assets     

 

 

—

 

 

—

 

2,066

 

 

 

2,066
Provision for (benefit from) income taxes

24,805

(684 )
(3,084 )

21,037


F-44

GENIE ENERGY LTD.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

 

Total assets for the business segments of the Company were as follows:   
December 31,


  

  

2023

  

  

  

2022

  



(in thousands)
GRE
$ 214,121

$ 191,839
Genie Renewables

28,912


12,191

Corporate

  

 

66,935

  

 

18,592

 

   Total assets of continuing operations 

309,968


222,622
Assets of discontinued operations 

20,587


54,993

   Total assets

  

$ 

330,555

  

  

$ 

277,615

  


Geographic Information

 

Revenues from customers located outside of the United States, which are located primarily in Japan were as follows:  

 

 

United States

 

 

 Other Foreign Countries

 

 

Total

 


 

(in thousands)

 

Year ended December 31, 2023 

 

$

425,596

 

 

$

3,112

 

 

$

428,708

 

Year ended December 31, 2022

 

 

315,539

 

 

 

—

 

 

 

315,539

 

  

Net long-lived assets and total assets of continuing operations, net held outside of the United States, which are located primarily in Israel, were as follows:

  

 

United States



Other Foreign Countries

 

 

Total

 



(in thousands)

December 31, 2023

 

 



 

 

 

 

 

Long-lived assets of continuing operations, net  

 

$

21,372



$

186

 

 

$

21,558

 

Total assets of continuing operations 

 

 

307,440



 

2,528

 

 

 

309,968

 

December 31, 2022

 

 

 



 

 

 

 

 

 

 

Long-lived assets of continuing operations, net              

 

$

15,914



$

—

 

 

$

15,914

 

Total assets of continuing operations            

 

 

221,003



 

1,619

 

 

 

222,622

 

 

Long-lived assets consist of property and equipment, net, right-of-use assets, intangibles and other long-term assets.  


F-45