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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): February 9, 2022

 

 

 

GENIE ENERGY LTD.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-35327   45-2069276

(State or other jurisdiction
of incorporation) 

  (Commission File Number)  

(IRS Employer
Identification No.)

 

520 Broad Street

Newark, New Jersey 

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

 

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

 

Not Applicable

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

 

 

 

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

 

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

 

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

 

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

 

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

 

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

 

Title of each class   Trading Symbol  

Name of each exchange on
which registered

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

 

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

 

Emerging growth company   ☐

 

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

 

 

 

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On February 9, 2022, Genie Energy Ltd. (the “Registrant”) issued the attached press release (the “Release”), including a reference to the Registrant’s forthcoming dividend. A copy of the Release 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 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 information contained in Item 7.01 above is incorporated herein by reference into this Item 8.01.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Document
99.1   Release, dated February 9, 2022.
104   Cover Page Interactive Data File, formatted in Inline XBRL document

 

1

 

 

SIGNATURE

 

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

 

  GENIE ENERGY LTD.
     
  By: /s/ Michael Stein
  Name:  Michael Stein
  Title: Chief Executive Officer
     
Dated: February 9, 2022    

 

2

 

 

EXHIBIT INDEX

 

Exhibit
Number 		  Document
99.1   Release, dated February 9, 2022.
104   Cover Page Interactive Data File, formatted in Inline XBRL document

 

 

3 

 

 

Exhibit 99.1

 

 

Genie Energy Resumes Quarterly Dividend on Common Stock

with Fourth Quarter Dividend of $0.075 per share

 

Board Authorizes Buyback of Preferred Shares

 

NEWARK NJ (February 9, 2022): The board of directors of Genie Energy Ltd., (NYSE: GNE, GNEPRA) today announced the resumption of a regular dividend on its common stock, declaring a cash dividend of $0.075 per share of common stock for the fourth quarter of 2021, and authorized the gradual repurchase of its Series 2012-A Preferred Stock (GNEPRA).

 

The fourth quarter’s common stock dividend will be paid on or about March 1, 2022 to Class A and Class B Common stockholders of record as of the close of business on February 22nd. The distribution will be treated as an ordinary dividend for tax purposes.

 

In addition, the board of directors has authorized the company to repurchase shares of its Series 2012-A Preferred Stock. The authorization is to purchase up to $1.0 million per quarter at the liquidation preference of $8.50 per share beginning in the second quarter of 2022. There are approximately 2.3 million shares of Series 2012-A Preferred Stock outstanding with an aggregate liquidation preference of $19.7 million. Holders of Series 2012-A Preferred Stock will be provided with details of the liquidation process. The preferred stockholders’ rights to dividends on outstanding shares will not change during the buyback period.

 

“Approximately one year ago, we suspended our regular common stock dividend in light of the financial impacts of Winter Storm Uri in Texas and announced a recovery plan,” said Genie’s CEO, Michael Stein. “In the past year, we generated strong operational results across our businesses, refocused our retail supply business on robust cash generation, and significantly strengthened our balance sheet. In light of these developments, Genie’s board of directors has resumed payment of a quarterly dividend to our common stockholders and authorized a gradual repurchase of our preferred shares.”

 

ABOUT GENIE ENERGY LTD:

 

Genie Energy Ltd. (NYSE: GNE, GNEPRA), is a 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 certain European markets. Genie Renewables 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:

 

Brian Siegel, IRC, MBA

Managing Director

Hayden IR

P: (346) 396-8696

E-mail: brian@haydenir.com

 

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