Equity | 9 Months Ended |
Sep. 30, 2014 |
Equity [Abstract] | ' |
Equity | ' |
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Note 5—Equity |
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Changes in the components of equity were as follows: |
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| | Nine Months Ended | | | | | |
30-Sep-14 | | | | |
| | Attributable to Genie | | | Noncontrolling Interests | | | Total | | | | | |
| | (in thousands) | | | | | |
Balance, December 31, 2013 | | $ | 121,132 | | | $ | (4,792 | ) | | $ | 116,340 | | | | | |
Dividends on preferred stock | | | (982 | ) | | | — | | | | (982 | ) | | | | |
Restricted Class B common stock purchased from employees | | | (111 | ) | | | — | | | | (111 | ) | | | | |
Repurchases of Class B common stock through repurchase program | | | (846 | ) | | | — | | | | (846 | ) | | | | |
Purchases of Class B common stock by Howard S. Jonas | | | 24,552 | | | | — | | | | 24,552 | | | | | |
Exercise of stock options | | | 27 | | | | — | | | | 27 | | | | | |
Stock-based compensation | | | 8,260 | | | | — | | | | 8,260 | | | | | |
Comprehensive loss: | | | | | | | | | | | | | | | | |
Net loss | | | (16,049 | ) | | | (929 | ) | | | (16,978 | ) | | | | |
Foreign currency translation adjustments | | | (342 | ) | | | 18 | | | | (324 | ) | | | | |
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Comprehensive loss | | | (16,391 | ) | | | (911 | ) | | | (17,302 | ) | | | | |
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Balance, September 30, 2014 | | $ | 135,641 | | | $ | (5,703 | ) | | $ | 129,938 | | | | | |
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Dividend Payments |
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On February 15, 2014, May 15, 2014 and August 15, 2014, the Company paid a quarterly Base Dividend of $0.1594 per share on its Series 2012-A Preferred Stock (“Preferred Stock”) for the fourth quarter of 2013, the first quarter of 2014 and the second quarter of 2014, respectively. In October 2014, the Company’s Board of Directors declared a quarterly Base Dividend of $0.1594 per share on the Preferred Stock for the third quarter of 2014. The dividend will be paid on or about November 14, 2014 to stockholders of record as of the close of business on November 6, 2014. The aggregate dividends declared on the Preferred Stock in the nine months ended September 30, 2014 and 2013 were $1.0 million and $0.6 million, respectively, and the aggregate dividends paid in the nine months ended September 30, 2014 and 2013 were $1.0 million and $0.8 million, respectively. |
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Exchange Offer |
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On May 22, 2014, the Company initiated an offer to exchange up to 5.0 million shares of its outstanding Class B common stock for the same number of shares of its Preferred Stock. The offer expired on June 23, 2014. Prior to this exchange offer, the Preferred Stock were redeemable, in whole or in part, at the option of the Company following October 11, 2016 at 101% of the liquidation preference of $8.50 (the “Liquidation Preference”) plus accrued and unpaid dividends, and 100% of the Liquidation Preference plus accrued and unpaid dividends following October 11, 2017. In conjunction with the closing of this exchange offer, the Company extended the periods related to redemption of the Preferred Stock from October 11, 2016 to October 11, 2017, and from October 11, 2017 to October 11, 2018. On June 27, 2014, the Company issued 404,732 shares of its Preferred Stock in exchange for an equal number of shares of Class B common stock tendered in the exchange offer. As a result of the issuance of additional shares of Preferred Stock, the aggregate quarterly Base Dividend increased to $0.4 million from $0.3 million. |
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Sale of Shares to Howard S. Jonas |
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On July 30, 2014, the Company entered into a Second Amended and Restated Employment Agreement and a Restricted Stock Sale Agreement with Howard S. Jonas, the Company’s Chairman of the Board and Chief Executive Officer. Pursuant to these agreements, (a) options to purchase 3.0 million shares of the Company’s Class B common stock previously granted to Mr. Jonas, with an exercise price of $10.30 per share were cancelled, (b) the term of the existing employment agreement between the Company and Mr. Jonas was extended for an additional one year period, expiring on December 31, 2019, and (c) Mr. Jonas committed to purchase an aggregate of 3.6 million shares of the Company’s Class B common stock from the Company at a price of $6.82 per share (the closing price per share of the Class B common stock on the day that the arrangement was approved by the Company’s Board of Directors and Compensation Committee). The 3.6 million Class B shares are subject to repurchase by the Company at $6.82 per share upon certain terminations of Mr. Jonas’ employment by the Company, and such repurchase right lapses as to 0.6 million shares on July 30, 2014 and on December 31 of 2014 through 2018. On July 30, 2014 and August 4, 2014, Mr. Jonas purchased an aggregate of 3.6 million shares of the Company’s Class B common stock from the Company for an aggregate purchase price of $24.6 million. The Company accounted for the change in the equity arrangements with Mr. Jonas as a modification, with an incremental value of nil. Accordingly, the unrecognized compensation cost as of July 30, 2014 of $17.0 million will be recognized over the modified vesting period. |
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Stock Repurchase Program |
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On March 11, 2013, the Board of Directors of the Company approved a stock repurchase program for the repurchase of up to an aggregate of 7 million shares of the Company’s Class B common stock. In the three and nine months ended September 30, 2014, the Company repurchased 103,331 shares of Class B common stock for an aggregate purchase price of $0.8 million. There were no repurchases under the program in the nine months ended September 30, 2013. At September 30, 2014, 6.9 million shares remained available for repurchase under the stock repurchase program. |
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Variable Interest Entity |
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In 2011, an employee of IDT Corporation (“IDT”) until his employment was terminated effective December 30, 2011, incorporated Citizens Choice Energy, LLC (“CCE”), which is a REP that resells electricity and natural gas to residential and small business customers in the State of New York. Tari Corporation (“Tari”) is the sole owner of CCE. In addition, DAD Sales, LLC (“DAD”), which is 100% owned by Tari, used its network of door-to-door sales agents to obtain customers for CCE. In December 2012, DAD ceased to acquire customers for CCE. The Company provided CCE, DAD and Tari with substantially all of the cash required to fund their operations. The Company determined that at the present time it has the power to direct the activities of CCE, DAD and Tari that most significantly impact their economic performance and it has the obligation to absorb losses of CCE, DAD and Tari that could potentially be significant to CCE, DAD and Tari on a stand-alone basis. The Company therefore determined that it is the primary beneficiary of CCE, DAD and Tari, and as a result, the Company consolidates CCE, DAD and Tari within its Genie Retail Energy segment. The Company does not own any interest in CCE, DAD or Tari and thus the net income or loss incurred by CCE, DAD and Tari was attributed to noncontrolling interests in the accompanying consolidated statements of operations. |
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Net income (loss) of CCE, DAD and Tari and aggregate funding (provided by) repaid to the Company by CCE, DAD and Tari from their operations were as follows: |
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| | Three Months Ended | | | Nine Months Ended | |
September 30, | September 30, |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
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Net income (loss): | | | | | | | | | | | | |
CCE | | $ | 24 | | | $ | 697 | | | $ | 136 | | | $ | 2,360 | |
DAD | | $ | (86 | ) | | $ | — | | | $ | (99 | ) | | $ | (35 | ) |
Tari | | $ | — | | | $ | — | | | $ | (13 | ) | | $ | 10 | |
Aggregate funding (provided by) repaid to the Company, net | | $ | (355 | ) | | $ | (601 | ) | | $ | 261 | | | $ | 3,802 | |
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Summarized combined balance sheets of CCE, DAD and Tari are as follows: |
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| | September 30, 2014 | | | December 31, 2013 | | | | | | | | | |
| | (in thousands) | | | | | | | | | |
Assets | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 26 | | | $ | 434 | | | | | | | | | |
Restricted cash | | | 14 | | | | 537 | | | | | | | | | |
Trade accounts receivable | | | 1,314 | | | | 2,459 | | | | | | | | | |
Prepaid expenses | | | 167 | | | | 364 | | | | | | | | | |
Other current assets | | | 307 | | | | 353 | | | | | | | | | |
Other assets | | | 449 | | | | 449 | | | | | | | | | |
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Total assets | | $ | 2,277 | | | $ | 4,596 | | | | | | | | | |
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Liabilities and members’ interests | | | | | | | | | | | | | | | | |
Current liabilities | | $ | 855 | | | $ | 2,937 | | | | | | | | | |
Due to IDT Energy | | | 703 | | | | 964 | | | | | | | | | |
Noncontrolling interests | | | 719 | | | | 695 | | | | | | | | | |
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Total liabilities and noncontrolling interests | | $ | 2,277 | | | $ | 4,596 | | | | | | | | | |
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The assets of CCE, DAD and Tari may only be used to settle obligations of CCE, DAD and Tari, and may not be used for other consolidated entities. The liabilities of CCE, DAD and Tari are non-recourse to the general credit of the Company’s other consolidated entities. |