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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 23, 2024
GENIE ENERGY LTD.
(Exact
name of registrant as specified in its charter)
Delaware |
|
1-35327 |
|
45-2069276 |
(State
or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS
Employer
Identification No.) |
520 Broad Street Newark, New Jersey |
|
07102 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (973) 438-3500
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b)-2 of the Exchange Act:
Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
Class B common stock, par value $.01 per share |
|
GNE |
|
New York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01
Regulation FD.
On
January 26, 2024 Genie Energy Ltd. (the “Company”) issued the attached release (the “Release”) announcing the
Company’s expansion of its consumer product portfolio and enhanced risk management initiatives. A copy of the Release is furnished
herewith as Exhibit 99.1 and is incorporated herein by reference.
The
Company is furnishing the information contained in this Report, including Exhibit 99.1, pursuant to Item 7.01 of Form 8-K promulgated
by the Securities and Exchange Commission (the “SEC”). This information shall not be deemed to be “filed” with
the SEC or incorporated by reference into any other filing with the SEC.
Item
8.01 Other Events.
The
Company’s internal operations now include a wholly-owned “captive” insurance subsidiary. In the fourth quarter of 2023,
the Company paid $51 million in premiums to its captive self-insurance entity, providing coverage for a variety of risks. On January
23, 2024, the Company concluded that it will need to record a one-time, non-recurring, non-cash charge, which is currently estimated
to be approximately $45.0 million in the fourth quarter of 2023, as an insurance loss reserve related to the coverage provided to the
Company by the captive entity.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
GENIE ENERGY LTD. |
|
|
|
By: |
/s/ Michael Stein |
|
|
Name: |
Michael Stein |
|
|
Title: |
Chief Executive Officer |
Dated:
January 26, 2024
EXHIBIT
INDEX
Exhibit 99.1
Genie
Energy Unveils Insurance Strategy
NEWARK,
NJ – January 26, 2024: Genie Energy, Ltd. (NYSE: GNE), a leading retail energy and renewable energy solutions provider,
today announced an expansion of its consumer product portfolio and the formation of a “captive” self-insurance subsidiary
to enhance the Company’s risk management strategy.
“Building
on our strong financial performance over the past two years, we’ve identified potential opportunities to create incremental shareholder
value,” said Michael Stein, Genie’s CEO. “We have built a large retail customer base through our traditional energy
supply and solar sales organizations while, on a more modest level, cross-marketing other consumer products and services to this loyal
base for enhanced returns. We are now expanding on this strategy by creating insurance-related businesses, including internally generated
and third-party offerings, to distribute through our retail channels.”
Genie
announced that it has formed a wholly-owned captive insurance subsidiary. In the fourth quarter of 2023, Genie paid this captive entity
$51 million in premiums for insurance coverage of various risks.
As
required by GAAP, Genie will record a one-time, non-recurring, non-cash charge of approximately $45 million in the fourth quarter as
an insurance loss reserve related to the coverage provided to Genie by the captive entity. While this loss reserve will be reflected
in Genie’s financial results under GAAP, the Company does not expect this charge to impact its Adjusted EBITDA results for the
fourth quarter or full year 2023.
“Despite
the initial impacts of these initiatives on our 2023 GAAP results related to the insurance loss reserve, we are excited about these initiatives
and look forward to their positive contributions beginning in 2024,” added Stein.
The
$51 million in premium payments to the “captive” insurance subsidiary will remain on Genie’s consolidated balance sheet
within its reported measure of consolidated cash, restricted cash, and marketable equity securities. The funds will be available for
investment as determined by Genie management to support the Company’s corporate strategic objectives.
Genie
expects to report a year-end 2023 balance of approximately $165 million (unaudited) in consolidated cash, restricted cash, and marketable
equity securities, compared to $121 million at year-end 2022 (including approximately $16 million in cash from discontinued operations).
The expected figure is an estimate and is subject to change as Genie completes its fourth quarter and full-year financial statements
and the audit of its annual statements.
About
Genie Energy Ltd.
Genie
Energy Ltd., (NYSE: GNE) is a retail energy and renewable energy solutions provider. The Genie Retail Energy division supplies electricity,
including electricity from renewable resources, and natural gas to residential and small business customers in the United States. The
Genie Renewables division is a vertically-integrated provider of commercial, community, and utility-scale solar energy solutions. For
more information, visit Genie.com.
In
this press release, all statements that are not purely about historical facts, including, but not limited to, those in which we use the
words “believe,” “anticipate,” “expect,” “plan,” “intend,” “estimate,
“target” and similar expressions, are forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. While these forward-looking statements represent our current judgment of what may happen in the future, actual results
may differ materially from the results expressed or implied by these statements due to numerous important factors, including, but not
limited to, those described in our most recent report on SEC Form 10-K (under the headings “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”), which may be revised or supplemented in subsequent
reports on SEC Forms 10-Q and 8-K. We are under no obligation, and expressly disclaim any obligation, to update the forward-looking statements
in this press release, whether as a result of new information, future events or otherwise.
Contact:
Brian
Siegel IRC, MBA
Senior
Managing Director
Hayden
IR
(346)
396-8696
brian@haydenir.com
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