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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): May 6, 2021

 

 

 

GENIE ENERGY LTD.

(Exact name of registrant as specified in its charter)

  

 

 

Delaware   1-35327   45-2069276

(State or other jurisdiction
of incorporation)

  (Commission File Number)  

(IRS Employer
Identification No.)

 

520 Broad Street

Newark, New Jersey

  07102
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (973) 438-3500

 

Not Applicable

(Former name or former address, if changed since last report.)

  

 

  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b)-2 of the Exchange Act:

 

Title of each class   Trading Symbol  

Name of each exchange on

which registered

Class B common stock, par value $.01 per share   GNE   New York Stock Exchange
Series 2012-A Preferred stock, par value $.01 per share   GNE.PRA   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company   

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

  

 

 

 

 

 

Item 2.02. Results of Operations and Financial Condition.

 

On May 6, 2021, the Registrant distributed over a wire service and posted to the investor relations page of its website (www.genie.com), an earnings release announcing its results of operations for the quarter ended March 31, 2021. A copy of the earnings release concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.   The Registrant is furnishing the information contained in this Report, including Exhibit 99.1, pursuant to Item 2.02 of Form 8-K promulgated by the Securities and Exchange Commission (the “SEC”). This information shall not be deemed to be “filed” with the SEC or incorporated by reference into any other filing with the SEC unless otherwise expressly stated in such filing. In addition, this Report and the press release contain statements intended as “forward-looking statements” that are subject to the cautionary statements about forward-looking statements set forth in the press release.        

 

Item 9.01 Financial Statements and Exhibits.

        

(d) Exhibits.

 

Exhibit No.

  Document

99.1

 

Press Release, dated May 6, 2021, reporting the results of operations for the quarter ended March 31, 2021.

104   Cover Pager Interactive Data File, formatted in Inline XBRL document

 

1

 

 

SIGNATURE

 

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

  

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

  

Dated: May 6, 2021

  

2

 

 

EXHIBIT INDEX

 

Exhibit Number

  Document

99.1

 

Press Release, dated May 6, 2021, reporting the results of operations for the quarter ended March 31, 2021.

104   Cover Pager Interactive Data File, formatted in Inline XBRL document

 

 

3

 

 

Exhibit 99.1

 

 

 

Genie Energy Ltd. Reports First Quarter 2021 Results

  

NEWARK, NJ — May 6, 2021: Genie Energy Ltd. (NYSE: GNE, GNEPRA) reported record revenue of $135.3 million and a loss per diluted share of $0.09 for the first quarter 2021.

 

CONSOLIDATED HIGHLIGHTS

(Throughout this release, 1Q21 results are compared to 1Q20 results unless otherwise noted)

 

Global RCEs served increased by 49,000 or 12.1% year over to year to 450,000. Global meters served increased by 40,000 or 7.6% year over to year to 572,000.

 

Consolidated revenue increased 30.1% to $135.3 million from $104.1 million driven by increased per meter consumption in domestic markets and by the consolidation of Orbit Energy during 4Q20.

 

Genie Retail Energy (GRE), Genie’s domestic retail energy supply business, generated income from operations of $1.2 million compared to $13.0 million in 1Q20. The 1Q21 results reflect a negative impact of approximately $13.0 million attributable to the impact of a severe winter storm and resultant spike in wholesale electricity rates in Texas.

 

Genie Renewables, formerly Genie Energy Services, generated income from operations of $0.6 million compared to $0.3 million in 1Q20 reflecting Genie’s ongoing diversification to higher margin solar solutions.

 

Consolidated loss from operations was $6.6 million compared to income from operations of $9.2 million in 1Q20. Consolidated Adjusted EBITDA* was negative $4.5 million compared to positive Adjusted EBITDA* of $10.3 million.

 

The net loss attributable to Genie Energy common stockholders was $2.4 million compared to net income of $5.5 million in 1Q20.

 

Genie purchased 146,720 shares of its Class B common stock at $5.76 per share in a private transaction following the quarter close.

 

COMMENTS OF MICHAEL STEIN, CEO

 

“As we discussed when we reported last quarter’s earnings, the first quarter was impacted by unusually severe weather events that led to massive spikes in wholesale electricity prices in Texas and Japan. The winter storms in Texas and Japan had an aggregate negative impact on income from operations of approximately $15.5 million. In Texas, where the negative impact of the storm this quarter was approximately $13.0 million, our industry has borne a disproportionate share of the financial burden. We remain hopeful that prospective legislation, regulatory changes and/or litigation will provide material relief.

 

“Genie Energy achieved record first quarter revenue. Our meter and RCE counts continued to climb, and absent the Texas storm’s impact, our domestic business would likely have achieved record income from operations and Adjusted EBITDA*. Additionally, Genie Renewables, formerly Genie Energy Services, continued to expand into higher margin solar solutions offerings and delivered its highest level of income from operations to date.

 

“After overcoming the challenges of the first quarter, we are well positioned for strong cash generation and continued growth as we look ahead to the balance of the year and beyond. Across our business, the best is yet to come.”

 

 

 

 

CONSOLIDATED RESULTS

 

Genie Energy Consolidated Results

$ in millions, except EPS

    1Q21     4Q20     1Q20    

1Q21-1Q20
Change (%/$)

 
Revenue   $ 135.3     $ 102.9     $ 104.1       +30.1%  
Gross profit   $ 17.5     $ 22.0     $ 28.9       (39.4 )%
Gross margin percentage     13.0 %     21.4 %     27.8 %     (1,480) BP  
SG&A expense   $ 24.1     $ 22.7     $ 19.5       +23.6%  
Stock-based compensation included in SG&A   $ 0.6     $ (0.2 )   $ 0.5       +$0.1  
Depreciation and amortization   $ 1.3     $ 1.3     $ 0.8       +$0.5  
Bad debt expense   $ 1.1     $ 1.5     $ 0.6       +$0.5  
Impairment of assets     -     $ 0.4     $ 0.2     $ (0.2 )
(Loss) income from operations   $ (6.6 )   $ (1.1 )   $ 9.2     $ (15.8 )
Adjusted EBITDA*   $ (4.5 )   $ 0.7     $ 10.3     $ (14.9 )
Equity in the net loss in equity method investees**   $ 0.1     $ 0.3     $ (0.4 )     +$0.5  
Provision for income taxes   $ (0.5 )   $ (2.8 )   $ (2.6 )     +$2.1  
Net (loss) income attributable to Genie Energy common stockholders   $ (2.4 )   $ (1.7 )   $ 5.5     $ (7.9 )
(Loss) earnings per diluted share attributable to Genie Energy common stockholders   $ (0.09 )   $ (0.06 )   $ 0.20     $ (0.29 )
Net cash used in operating activities   $ (10.0 )   $ (0.9 )   $ (2.7 )   $ (7.2 )

 

* Adjusted EBITDA for all periods presented is a non-GAAP measure intended to provide useful information that supplements the core operating results in accordance with GAAP of Genie Energy or the relevant segment. Please refer to the ‘Reconciliation of Non-GAAP Financial Measures’ at the end of this release for an explanation of Adjusted EBITDA as well as for reconciliations to its most directly comparable GAAP measures.

 

** To reflect Genie’s purchase of the outstanding interest in its Orbit Energy joint venture operating in the United Kingdom from its former joint venture partner, Genie began to consolidate Orbit's results in its financial reporting under the GRE International segment effective October 8, 2020. Prior to that date, Genie accounted for its investments in Orbit under the equity method of accounting. Revenue generated, and expenses incurred, were not reflected in segment revenue and operating expenses.

 

CUSTOMER BASE

 

Genie Energy’s global RCE and meter base increased year-over-year and sequentially driven by GRE International’s investment in customer acquisition, by customer acquisition programs focused on higher consumption per meter markets in the U.S. and by higher average per meter residential consumption driven by the COVID-induced shift to work from home. Genie Energy’s global RCE and meter totals, including operations in the U.S., Finland, Sweden, the U.K. and Japan for all periods presented, are provided in the chart below.

 

Global RCEs and Meters (in thousands)

  March 31,
2021
  December 31,
2020
  September 30,
2020
  June 30,
2020
  March 31,
2020
Electricity RCEs   373   366   364   346   325
Natural gas RCEs   77   75   78   75   76
Total RCEs   450   440   442   421   401
                     
Electricity meters   460   454   445   429   421
Natural gas meters   112   111   113   107   111
Total meters   572   565   558   536   532

 

2

 

 

SEGMENT RESULTS

 

Genie Retail Energy (GRE)

 

GRE’s financial results are summarized in the chart below:

 

GRE

$ in millions

    1Q21     4Q20     1Q20    

1Q21-1Q20
Change (%/$)

 
Total revenue   $ 90.7     $ 69.9     $ 79.1       +14.6%  
Electricity revenue   $ 73.4     $ 60.5     $ 63.1       +16.4%  
Natural gas revenue   $ 17.3     $ 9.4     $ 16.1       +7.5%  
Gross profit   $ 15.0     $ 17.9     $ 27.6       (45.8 )%
Gross margin percentage     16.5 %     25.5 %     34.9 %     (1,840) BP  
SG&A expense   $ 13.8     $ 12.6     $ 14.6       (5.6 )%
Depreciation and amortization   $ 0.1     $ 0.1     $ 0.1       NC  
Bad debt expense   $ 0.4     $ 0.5     $ 0.5     $ (0.2 )
Income from operations   $ 1.2     $ 5.3     $ 13.0     $ (11.8 )
Adjusted EBITDA*   $ 1.5     $ 5.4     $ 13.3     $ (11.8 )

 

GRE – KPIs and take-aways:

 

Results in the quarter were materially impacted by Winter Storm Uri which led to spikes in the Texas grid’s wholesale electricity prices in February 2021. The Company estimates that the storm and associated regulatory surcharges had a net negative impact on income from operations of approximately $13.0 million compared to normalized operating conditions. Genie Energy had estimated that the impact would be $12.8 million when it reported fourth quarter 2020 results.

 

GRE’s customer base at March 31, 2021 increased to 347,000 RCEs from 330,000 RCEs a year earlier. Meters served decreased to 373,000 from 384,000. The changes resulted from Genie’s focus on meter acquisition opportunities in geographies with higher average consumption per meter and from higher per meter consumption in the past year due to COVID-related factors.

 

Gross meters added during 1Q21 totaled 62,000 compared to 69,000 in 1Q20 and 58,000 in 4Q20. The year over year decrease largely reflected the impact of COVID-related public health restrictions compared to the year ago quarter. The sequential increase was enabled by the relaxation of those restrictions in some jurisdictions and by the closing of an aggregation deal in 1Q21.

 

Average monthly churn increased to 4.9% from 4.7% in 1Q20 but decreased from 5.3% in 4Q20. Churn in the 4th quarter of 2020 was impacted by the expiration of an aggregation deal.

 

Electricity revenue increased to $73.4 million from $63.1 million in 1Q20 driven by higher average per meter consumption partly offset by lower revenue per kilowatt hour sold.

 

Income from operations decreased to $1.2 million from $13.0 million and Adjusted EBITDA* decreased to $1.5 million from $13.3 million in 1Q20.

 

Excluding the direct impact of the Texas weather event, but without adjustments for other market conditions, GRE’s Adjusted EBITDA* would have been approximately $14.5 million, a record quarter for the business.

 

3

 

 

Genie Retail Energy International (GRE International)

 

Genie began to consolidate Orbit's results in its financial reporting under the GRE International segment effective October 8, 2020 following our purchase of the outstanding interest in the venture. Prior to that date, Genie accounted for its investments in Orbit under the equity method of accounting. Revenue generated, and expenses incurred, were not reflected in segment revenue and operating expenses. However, Orbit Energy’s customers are included in counts of Genie Energy’s and GRE International’s customer bases for all periods presented.

 

GRE International

$ in millions

    1Q21     4Q20     1Q20    

1Q21-1Q20
Change
(%/$)

 
Total revenue   $ 42.2     $ 31.8     $ 7.0       +506.7 %
Electricity revenue   $ 30.3     $ 23.4     $ 6.9       +339.1 %
Natural gas revenue   $ 11.8     $ 8.3       -       +$11.8  
Gross profit (loss)   $ 1.4     $ 4.4     $ (0.3 )     +$1.7  
Gross margin percentage     3.4 %     14.0 %     (4.1 )%     +760 BP  
SG&A expense   $ 8.1     $ 7.4     $ 2.2       +$5.9  
Depreciation & amortization   $ 1.2     $ 1.1     $ 0.5       +$0.7  
Bad debt   $ 0.7     $ 1.0     $ 0.1       +$0.6  
Loss from operations   $ (6.7 )   $ (2.9 )   $ (2.5 )   $ (4.1 )
Adjusted EBITDA*   $ (5.4 )   $ (1.8 )   $ (2.0 )   $ (3.4 )

 

GRE International – KPIs and take-aways:

 

GRE International’s customer base at March 31, 2021 increased to 103,000 RCEs from 72,000 RCEs and to 199,000 meters from 148,000 meters a year earlier led by growth in Scandinavia and the U.K.

 

Revenue increased to $42.2 million compared to $7.0 million in 1Q20 primarily reflecting the consolidation of Orbit Energy during 4Q20 as well as the significant growth of GRE International’s customer base. On a pro forma basis***, inclusive of Orbit Energy’s revenue, GRE International’s revenue was $26.6 million in 1Q20.

 

Loss from operations increased to $6.7 million from $2.5 million in 1Q20 primarily impacted by a severe weather induced spike in wholesale electricity rates which increased Genie Japan’s supply cost by approximately $2.5 million. On a pro forma basis***, inclusive of Orbit Energy’s loss from operations, GRE International’s loss from operations was $5.5 million in 1Q20.

 

*** Pro forma results for 1Q20 are non-GAAP measures intended to provide useful information that supplement the core operating results in accordance with GAAP of the relevant segment. Please refer to the ‘Reconciliation of Non-GAAP Financial Measures’ at the end of this release for an explanation of the pro forma results as well as for reconciliations to their most directly comparable GAAP measures.

 

Genie Renewables

 

Genie Renewables (formerly Genie Energy Services) comprises Genie Solar, a provider of end-to-end customized solar solutions primarily for commercial customers, Diversegy, a commercial energy consulting business, CityCom Solar, a provider of community solar energy solutions and Genie’s interest in Prism Solar, a supplier of solar panels and solutions.

 

Revenue decreased to $2.5 million from $18.0 million in 1Q20. 1Q20 results were dominated by high revenue, low margin Prism Solar panel deliveries.

 

Gross margin increased to 44.9% compared to 8.9% in 1Q20. The increase reflects ongoing diversification to higher margin solar solutions.

 

Income from operations increased to $0.6 million compared to $0.3 million in 1Q20.

 

Corporate

 

Corporate loss from operations was $1.7 million compared to a loss of $1.6 million in 1Q20.

 

4

 

 

BALANCE SHEET AND CASH FLOW HIGHLIGHTS

 

At March 31, 2021, Genie Energy had $191.3 million in total assets, including $41.7 million in cash, restricted cash and marketable equity securities. Liabilities totaled $107.8 million and working capital (current assets less current liabilities) totaled $35.4 million. Non-current liabilities were $3.5 million.

 

Cash used in operating activities in 1Q21 was $10.0 million compared to $2.7 million in 1Q20. The increase was driven by the weather events in Texas and Japan.

 

GENIE ENERGY EARNINGS CONFERENCE CALL

 

This earnings press release is available for download in the “Investors” section of the Genie Energy website (https://genie.com/investors/investor-relations/) and has been filed on a current report (Form 8-K) with the SEC.

 

At 8:30 AM Eastern today, May 6, 2021, Genie Energy’s management will host a conference call to discuss financial and operational results, business outlook and strategy. The call will begin with management’s remarks followed by Q&A with investors.

 

To participate in the conference call, dial 1-800-945-8198 (toll-free from the US) or 1-212-231-2934 (international) and request the Genie Energy conference call.

 

Approximately three hours after the call, a call replay will be accessible by dialing 1-844-512-2921 (toll-free from the US) or 1-412-317-6671 (international) and providing the replay PIN: 21993711. The replay will remain available through May 13, 2021. A recording of the call - in MP3 format – also will be available for playback on the “Investors” section of the Genie Energy website.

 

Investors can sign up through the Genie Energy website to have earnings releases and other press releases e-mailed directly to them.

 

ABOUT GENIE ENERGY LTD.

 

Genie Energy Ltd. (NYSE: GNE, GNEPRA), is a global provider of energy services. The Genie Retail Energy division supplies electricity, including electricity from renewable resources, and natural gas to residential and small business customers in the United States. The Genie Retail Energy International division supplies customers in Europe and Asia. The Genie Renewables division comprises Genie Solar Energy, a provider of end-to-end customized solar solutions primarily for commercial customers, Diversegy, a commercial energy consulting business, CityCom Solar, a provider of community solar energy solutions and Genie’s interest in Prism Solar, a supplier of solar panels and solutions.. For more information, visit Genie.com.

 

In this press release, all statements that are not purely about historical facts, including, but not limited to, those in which we use the words “believe,” “anticipate,” “expect,” “plan,” “intend,” “estimate, “target” and similar expressions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  While these forward-looking statements represent our current judgment of what may happen in the future, actual results may differ materially from the results expressed or implied by these statements due to numerous important factors, including, but not limited to, those described in our most recent report on SEC Form 10-K (under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), which may be revised or supplemented in subsequent reports on SEC Forms 10-Q and 8-K. We are under no obligation, and expressly disclaim any obligation, to update the forward-looking statements in this press release, whether as a result of new information, future events or otherwise.

 

Contact

Genie Energy Investor Relations

Bill Ulrey

P: (973) 438-3848

E-mail: invest@genie.com

 

5

 

 

GENIE ENERGY LTD.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

 

    March 31,
2021
  December 31,
2020
    (Unaudited)   (Audited)
Assets        
Current assets:        
Cash and cash equivalents   $ 24,371     $ 36,913  
Restricted cash—short-term     6,827       6,271  
Marketable equity securities     10,455       5,089  
Trade accounts receivable, net of allowance for doubtful accounts of $9,891 and $8,793 at March 31, 2021 and December 31, 2020, respectively     67,691       60,778  
Inventory     19,020       16,930  
Prepaid expenses     5,707       4,633  
Other current assets     5,724       3,206  
Total current assets     139,795       133,820  
Property and equipment, net     226       259  
Goodwill     25,977       25,929  
Other intangibles, net     10,059       11,645  
Deferred income tax assets, net     4,652       4,882  
Other assets     10,548       10,804  
Total assets   $ 191,257     $ 187,339  
Liabilities and equity                
Current liabilities:                
Loan payable   $ —       $ 1,453  
Trade accounts payable     42,016       43,005  
Accrued expenses     50,654       42,762  
Contract liability     3,758       5,609  
Income taxes payable     2,103       1,893  
Due to IDT Corporation, net     188       257  
Other current liabilities     5,662       2,494  
Total current liabilities     104,381       97,473  
Other liabilities     3,452       3,787  
Total liabilities     107,833       101,260  
Commitments and contingencies                
Equity:                
Genie Energy Ltd. stockholders’ equity:                
Preferred stock, $0.01 par value; authorized shares—10,000:                
Series 2012-A, designated shares—8,750; at liquidation preference, consisting of 2,322 shares issued and outstanding at March 31, 2021 and December 31, 2020     19,743       19,743  
Class A common stock, $0.01 par value; authorized shares—35,000; 1,574 shares issued and outstanding at March 31, 2021 and December 31, 2020     16       16  
Class B common stock, $0.01 par value; authorized shares—200,000; 26,106 and 25,966 shares issued and 24,786 and 24,646 shares outstanding at March 31, 2021 and December 31, 2020, respectively     261       260  
Additional paid-in capital     141,496       140,746  
Treasury stock, at cost, consisting of 1,320 shares of Class B common stock at March 31, 2021 and December 31, 2020     (9,839 )     (9,839 )
Accumulated other comprehensive income     3,255       3,827  
Accumulated deficit     (59,014 )     (56,658 )
Total Genie Energy Ltd. stockholders’ equity     95,918       98,095  
Noncontrolling interests     (12,494 )     (12,016 )
Total equity     83,424       86,079  
Total liabilities and equity   $ 191,257     $ 187,339  

 

6

 

 

GENIE ENERGY LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

 

  Three Months Ended
March 31,
 
  2021     2020  
  (in thousands, except per
share data)
 
Revenues:          
Electricity $ 103,671     $ 69,972  
Natural gas   29,072       16,070  
Other   2,598       18,009  
Total revenues   135,341       104,051  
Cost of revenues   117,812       75,146  
Gross profit   17,529       28,905  
Operating expenses and losses:              
Selling, general and administrative (i)   24,104       19,499  
Impairment of assets         192  
(Loss) Income from operations   (6,575 )     9,214  
Interest income   84       128  
Interest expense   (182 )     (123 )
Equity in the net income (loss) in equity method investees, net   110       (379 )
Unrealized gain on marketable equity securities and investments   4,107        
Other income, net   297       150  
(Loss) Income before income taxes   (2,159 )     8,990  
Provision for income taxes   (535 )     (2,569 )
Net (loss) income   (2,694 )     6,421  
Net (loss) income attributable to noncontrolling interests   (708 )     589  
Net (loss) income attributable to Genie Energy Ltd.   (1,986 )     5,832  
Dividends on preferred stock   (370 )     (370 )
Net (loss) income attributable to Genie Energy Ltd. common stockholders $ (2,356 )   $ 5,462  
               
(Loss) Earnings per share attributable to Genie Energy Ltd. common stockholders:              
Basic $ (0.09 )   $ 0.21  
Diluted $ (0.09 )   $ 0.20  
Weighted-average number of shares used in calculation of (loss) earnings per share:              
Basic   26,004       26,108  
Diluted   26,004       26,749  
               
Dividends declared per common share $     $ 0.075  
(i) Stock-based compensation included in selling, general and administrative expenses $ 589     $ 483  

 

7

 

 

GENIE ENERGY LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) 

 

    Three Months Ended
March 31,
 
    2021     2020  
    (in thousands)  
Operating activities            
Net (loss) income   $ (2,694 )   $ 6,421  
Adjustments to reconcile net (loss) income to net cash provided by operating activities:                
Depreciation and amortization     1,331       826  
Impairment of assets           192  
Deferred income taxes     230       2,353  
Provision for doubtful accounts receivable     1,126       608  
Unrealized gain marketable equity securities and investment     (4,107 )      
Stock-based compensation     589       483  
Equity in the net (income) loss in equity method investees     (110 )     379  
Gain on deconsolidation of subsidiaries           (98 )
Change in assets and liabilities:                
Trade accounts receivable     (9,904 )     3,719  
Inventory     (2,090 )     (1,429 )
Prepaid expenses     (1,380 )     (1,356 )
Other current assets and other assets     888       (8,473 )
Trade accounts payable, accrued expenses and other current liabilities     7,885       3,344  
Contract liability     (1,859 )     (9,648 )
Due to IDT Corporation     (68 )     (244 )
Income taxes payable     210       206  
Net cash used in operating activities     (9,953 )     (2,717 )
Investing activities                
Capital expenditures     (20 )     (5 )
Purchase of marketable equity securities     (1,000 )      
Repayment of notes receivable     13        
Net cash used in investing activities     (1,007 )     (5 )
Financing activities                
Dividends paid     (370 )     (370 )
Proceeds from revolving line of credit           1,000  
Purchases of Class B common stock           (88 )
Repayment of notes payable           (9 )
Net cash (used in) provided by used in financing activities     (370 )     533  
Effect of exchange rate changes on cash, cash equivalents, and restricted cash     (69 )     23  
Net increase in cash, cash equivalents, and restricted cash, including cash balances classified as held for sale     (11,399 )     (2,166 )
Less: Cash balances classified as held for sale     (587 )      
Net decrease in cash, cash equivalents, and restricted cash     (11,986 )     (2,166 )
Cash, cash equivalents, and restricted cash at beginning of period     43,184       38,554  
Cash, cash equivalents, and restricted cash at end of period   $ 31,198     $ 36,388  

 

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Reconciliation of Non-GAAP Financial Measures for the First Quarter 2021

 

In addition to disclosing financial results that are determined in accordance with generally accepted accounting principles in the United States of America (GAAP), Genie Energy \disclosed for the first quarter 2021, as well as for comparable periods, Adjusted EBITDA on a consolidated basis and for all segments. In addition, Genie Energy provided pro forma revenue and income (loss) from operations for its Genie Retail Energy International (GRE International) segment for the first quarter of 2020. Adjusted EBITDA and pro forma revenue and income (loss) from operations are non-GAAP measures.

 

Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP.

 

Genie Energy’s measures of pro forma results consist of the corresponding GAAP metric with the addition of the corresponding results for Orbit Energy, the company’s subsidiary and former joint venture operating in the United Kingdom. GAAP results for Orbit Energy were accounted for under the equity method of accounting prior to Genie Energy’s purchase of the outstanding interest in Orbit Energy on October 8, 2020. Under this method, Genie Energy recorded its share in the net income or loss of the venture. Therefore, revenue generated, expenses incurred and income (loss) from operations were not reflected in Genie Energy’s consolidated revenue and expenses (although Orbit Energy’s customers were and are included in metrics regarding our customer base). Pro forma results were calculated by adding the result for Orbit Energy to its corresponding GAAP result. Pro forma results are provided for the first quarter 2020 to supplement the following results: revenue of the Genie Retail Energy International segment and loss from operations for the Genie Retail Energy International segment.

 

Genie Energy’s measure of Adjusted EBITDA consists of gross profit less selling, general and administrative expense, exploration expense and equity in the net loss of in equity method investees, net, plus depreciation, amortization and stock-based compensation (which are included in selling, general and administrative expense). Another way of calculating Adjusted EBITDA is to start with income from operations and add depreciation, amortization, stock-based compensation and impairment of goodwill and subtract equity in net loss in equity method investees, net.

 

Management believes that Genie Energy’s pro forma results and Adjusted EBITDA provide useful information to both management and investors by excluding certain expenses that may not be indicative of Genie Energy’s or the relevant segment’s core operating results. Management uses the pro forma results and Adjusted EBITDA, among other measures, as relevant indicators of core operational strengths in its financial and operational decision making.

 

Pro forma revenue and pro forma income (loss) from operations are used specifically to evaluate the performance of its GRE International division. Management also used Adjusted EBITDA to evaluate operating performance in relation to Genie Energy’s competitors. Disclosure of these non-GAAP financial measure may be useful to investors in evaluating performance and allows for greater transparency to the underlying supplemental information used by management in its financial and operational decision-making. In addition, Genie Energy has historically reported Adjusted EBITDA and believes it is commonly used by readers of financial information in assessing performance. Therefore, the inclusion of comparative numbers provides consistency in financial reporting at this time.

 

The pro forma results facilitate evaluation of the results of GRE International as if the results of its U.K joint venture, Orbit Energy, had been fully consolidated in the first quarter of 2020, which provides useful comparative information regarding the size, growth and financial performance of GRE International businesses in aggregate. In contrast, GAAP results for the first quarter of 2020 only included the company’s equity in the results of the operations of its U.K. venture.

 

Management refers to pro forma results and Adjusted EBITDA, as well as the GAAP measures revenue, gross profit, income (loss) from operations and net income (loss), on a segment and/or consolidated level to facilitate internal and external comparisons to the segments’ and Genie Energy's historical operating results, in making operating decisions, for budget and planning purposes, and to form the basis upon which management is compensated.

 

9

 

 

Although depreciation and amortization are considered operating costs under GAAP, they primarily represent the non-cash current period allocation of costs associated with long-lived assets acquired or constructed in prior periods. While Genie Energy’s oil and gas exploration business may be capital intensive, Genie Energy does not expect to incur significant depreciation or depletion expense for the foreseeable future. Genie Energy’s operating results exclusive of depreciation and amortization is therefore a useful indicator of its current performance.

 

Stock-based compensation recognized by Genie Energy and other companies may not be comparable because of the various valuation methodologies, subjective assumptions and the variety of types of awards that are permitted under GAAP. Stock-based compensation is excluded from Genie Energy’s calculation of Adjusted EBITDA because management believes this allows investors to make more meaningful comparisons of the operating results of Genie Energy’s core business with the results of other companies. However, stock-based compensation will continue to be a significant expense for Genie Energy for the foreseeable future and an important part of employees’ compensation that impacts their performance.

 

Impairment of goodwill is a component of (loss) income from operations that is excluded from the calculation of Adjusted EBITDA. The impairment of goodwill is primarily dictated by events and circumstances outside the control of management that trigger an impairment analysis. While there may be similar charges in other periods, the nature and magnitude of these charges can fluctuate markedly and do not reflect the performance of Genie Energy's continuing operations.

 

Pro forma revenue and pro forma income (loss) from operations as well as Adjusted EBITDA should be considered in addition to, not as a substitute for, or superior to, revenue, gross profit, income from operations, cash flow from operating activities, net income, basic and diluted earnings per share or other measures of liquidity and financial performance prepared in accordance with GAAP. In addition, Genie Energy’s measurements of pro forma revenue, pro forma income (loss) from operations and Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.

 

Following are the reconciliations of GRE International’s pro forma results and Adjusted EBITDA to its most directly comparable GAAP measure. Pro forma revenue for the GRE International segment is reconciled to the segment’s revenue, and GRE International’s pro forma loss from operations is reconciled to the segment’s loss from operation. Adjusted EBITDA is reconciled to income from operations for Genie Energy’s reportable segments and net income for Genie Energy on a consolidated basis.

 

Reconciliation of pro forma GRE International revenue and loss from operations

 

      1Q20  
GREI segement revenue   $ 7.0  
plus Orbit revenue   $ 19.6  
Pro forma GREI segment revenue   $ 26.6  
         
GREI segement loss from operations   $ (2.5 )
plus Orbit energy loss from operations   $ (3.0 )
Pro forma GREI segment loss from operations   $ (5.5 )

 

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Reconciliation of Adjusted EBITDA

 

    Total     GRE     Genie
Renewables
    GREI     CORP  
Three months ended March 31, 2021 (1Q21)                                        
Net loss attributable to Genie Energy Limited   $ (1,986 )                                
Net income attributable to non-controlling interests     (708 )                                
Net income   $ (2,694 )                                
Provision for income taxes     535                                  
Unrealized gain on marketable equity securities and investments     (4,107 )                                
Other income, net     (297 )                                
Interest income     (84 )                                
Interest Expense     182                                  
Equity in the net income of equity method investees     (110 )                                
Income from operations   $ (6,575 )   $ 1,204     $ 559     $ (6,660 )   $ (1,678 )
Add:                                        
Stock-based compensation     589       162             32       395  
Depreciation and amortization     1,331       118       12       1,202       0  
Impairment                              
Subtract:                                        
Equity in the net income of equity method investees     (110 )                       (110 )
Adjusted EBITDA   $ (4,544 )   $ 1,483     $ 571     $ (5,427 )   $ (1,172 )

 

    Total     GRE     Genie
Renewables
    GREI     CORP  
Three months ended December 31, 2020 (4Q20)                                        
Net income attributable to Genie Energy Limited   $ (1,369 )                                
Net income attributable to non-controlling interests     3,425                                  
Net income   $ 2,056                                  
Provision for income taxes     2,752                                  
Gain on acquisition of a subsidiary     (5,473 )                                
Other income, net     (251 )                                
Interest income     (59 )                                
Interest expense     139                                  
Equity in the net loss of equity method investees     (255 )                                
Income from operations   $ (1,092 )   $ 5,306     $ (1,187 )   $ (2,931 )   $ (2,280 )
Add:                                        
Stock-based compensation     (203 )     (40 )           42       (205 )
Depreciation and amortization     1,329       118       11       1,138       62  
Impairment     404             404              
Subtract:                                        
Equity in the net loss (income) of equity method investees     (255 )                       (255 )
Adjusted EBITDA   $ 693     $ 5,384     $ (772 )   $ (1,751 )   $ (2,168 )

 

    Total     GRE     Genie
Renewables
    GREI     CORP  
Three months ended March 31, 2020 (1Q20)                              
Net income attributable to Genie Energy Limited   $ 5,832                                  
Net income attributable to non-controlling interests     589                                  
Net income   $ 6,421                                  
Provision for income taxes     2,569                                  
Other income, net     (150 )                                
Interest income     123                                  
Interest expense     (128 )                                
Equity in the net loss of equity method investees     379                                  
Income from operations   $ 9,214     $ 13,017     $ 342     $ (2,520 )   $ (1,625 )
Add:                                        
Stock-based compensation     483       156             37       290  
Depreciation and amortization     826       112       208       490       16  
Impairment     192             192              
Subtract:                                        
Equity in the net loss (income) of equity method investees     379                         379  
Adjusted EBITDA   $ 10,336     $ 13,285     $ 742     $ (1,993 )   $ (1,698 )

 

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