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Genie Energy Ltd. 2013 Annual Report

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Genie Energy Ltd. 2013 Annual Report GENIE ENERGY LTD. 2013 ANNUAL REPORT Dear Fellow Genie Energy Stockholders: I write these words as Genie’s new CEO, having assumed that responsibility at the beginning of the year. Please join me in thanking Claude Pupkin for his able stewardship of our company during the challenging period of our separation from IDT and formation as a separate public company. This year, we will embark on an important new phase at Genie Energy. The time was right for me to dedicate more of my time to assist our capable management team and help realize Genie Energy’s value. As early as this summer, our Afek subsidiary in Israel intends to begin an exploratory drilling program to evaluate a potential oil and gas resource we identified in Northern Israel. The available evidence to date, including the results of our aboveground geological tests, has been consistent with our thesis that there may be a significant oil and gas deposit in the license area. We intend to validate our thesis through an extensive exploratory drilling program beginning later this year. If we determine that the resource is commercially viable, we will declare a discovery under Israeli law and seek a commercial production license. Because this resource would likely be suited to development through commercially available technologies, we anticipate that the timeline to commercial production would be significantly shorter than those of our oil shale projects in Israel, Colorado and Mongolia. Our three oil shale projects are making progress toward pilot test operations. Although each has unique regulatory or technical challenges, the underlying fundamentals remain compelling. That is why oil shale development is attracting a torrent of new investment around the world – from Jordan to Brazil to China -- and is receiving renewed interest from the majors. In our case, successful pilot tests would move us significantly closer to unlocking access to tens of billions of barrels of oil equivalent in place. Genie Energy marries these exciting early stage development projects with a dynamic retail energy provider business. Our retail energy business performed well again in 2013, generating over $25 million in EBITDA. As additional states deregulate their retail energy markets, IDT Energy will look to further expand its geographic footprint in states meeting our criteria, even as we seek to deepen our market penetration in the five states and the District of Colombia where we already operate. In that regard, late last year we purchased a platform for network marketing and energy brokerage services, and we expect them to begin onboarding customers later this year and eventually to become significant drivers of long term growth. Overall, I am very pleased by how much Genie has accomplished in an extremely short time. We first entered the retail energy business in late 2004 and did not begin oil shale development until 2008. Today, our retail energy business is one of the largest independent providers in our region, and the E&P side of our business is pursuing projects with tremendous upside potential around the world while it develops proprietary oil shale development technologies. While this is an impressive record of accomplishment, our best days are still ahead of us. I congratulate you for being on board, and look forward to working with you to realize the potential of Genie Energy. Sincerely, Howard S. Jonas Chairman of the Board and Chief Executive Officer [THIS PAGE INTENTIONALLY LEFT BLANK.] 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, 2013, 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 (I.R.S. Employer Identification No.) or organization) 550 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 Name of each exchange on which registered Class B common stock, par value $.01 per share New York Stock Exchange Series 2012-A Preferred stock, par value $.01 per share 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ; No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ; Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b- 2 of the Exchange Act. Large accelerated filer Accelerated filer ; Non-accelerated filer Smaller reporting company 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 28, 2013 (the last business day of the registrant’s most recently completed second fiscal quarter) of the Class B common stock of $9.15 per share, as reported on the New York Stock Exchange, was approximately $145 million. As of March 10, 2014, the registrant had outstanding 19,765,182 shares of Class B common stock and 1,574,326 shares of Class A common stock. Excluded from these numbers are 58,978 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 7, 2014, 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........................................................................... 13 Item 1B. Unresolved Staff Comments. ........................................................... 21 Item 2. Properties. ............................................................................ 21 Item 3. Legal Proceedings. .................................................................... 21 Item 4. Mine Safety Disclosures................................................................ 22 Part II ............................................................................................ 22 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. ................................................................. 22 Item 6. Selected Financial Data. ............................................................... 25 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations... 26 Item 7A. Quantitative and Qualitative Disclosures about Market Risks. ............................. 50 Item 8. Financial Statements and Supplementary Data. .......................................... 51 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. .. 51 Item 9A. Controls and Procedures................................................................ 51 Item 9B. Other Information. .................................................................... 53 Part III ........................................................................................... 53 Item 10. Directors, Executive Officers and Corporate Governance.................................. 53 Item 11. Executive Compensation. .............................................................. 54 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. ............................................................................ 54 Item 13. Certain Relationships and Related Transactions, and Director Independence. ............... 54 Item 14. Principal
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