Equity | Note 6—Equity Changes in the components of equity were as follows: Nine Months Ended Attributable to Genie Noncontrolling Interests Total (in thousands) Balance, December 31, 2014 $ 125,021 $ (5,678 ) $ 119,343 Dividends on preferred stock (1,111 ) — (1,111 ) Dividends declared on common stock ($0.12 per share) (2,950 ) — (2,950 ) Exercise of stock options 174 — 174 Exercise of GOGAS stock option 5,979 (3,479 ) 2,500 Subsidiary equity grant reclassified to liability (1,200 ) — (1,200 ) Restricted Class B common stock purchased from employees (22 ) — (22 ) Stock-based compensation 3,940 — 3,940 Comprehensive loss: Net loss (3,662 ) (867 ) (4,529 ) Foreign currency translation adjustments (52 ) 2 (50 ) Comprehensive loss (3,714 ) (865 ) (4,579 ) Balance, September 30, 2015 $ 126,117 $ (10,022 ) $ 116,095 Dividend Payments On August 14, 2015, May 15, 2015 and February 15, 2015, the Company paid a quarterly Base Dividend of $0.1594 per share on its Series 2012-A Preferred Stock (“Preferred Stock”) for the second quarter of 2015, the first quarter of 2015 and the fourth quarter of 2014, respectively. On October 19, 2015, 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 2015. The dividend will be paid on or about November 16, 2015 to stockholders of record as of the close of business on November 4, 2015. The aggregate dividends declared and paid in the nine months ended September 30, 2015 and 2014 were $1.1 million and $1.0 million, respectively. On May 22, 2015 and March 31, 2015, the Company paid a quarterly dividend of $0.06 per share on its Class A common stock and Class B common stock for the first quarter of 2015 and for fourth quarter of 2014, respectively. The aggregate dividends declared and paid in the nine months ended September 30, 2015 and 2014 were $3.0 million and nil, respectively. On August 6, 2015, the Company announced that its Board of Directors had suspended dividends on the Company’s common stock for the current time. Exercise of GOGAS stock option On May 9, 2015, Michael Steinhardt exercised his option to acquire interests in GOGAS subsidiaries. Mr. Steinhardt and an affiliate received interests of approximately 1.5% in each of Afek, Genie Mongolia and IEI. In addition, Mr. Steinhardt and the affiliate received an approximately 1.7% interest in AMSO. The exercise price of $5.0 million was paid $2.5 million in cash and $2.5 million in promissory notes due in November 2015. The notes bear interest at 0.43% per annum, and are secured by 50% of the shares received in the exercise. At September 30, 2015, the notes receivable were included in “Receivables for issuance of equity” in the consolidated balance sheet. Subsidiary Equity Grant Reclassified to Liability IDT Energy had the right to issue shares of the Company’s Class B common stock or pay cash to satisfy its obligations to issue common stock of IDT Energy upon the vesting of the deferred stock units it had previously granted to officers and employees of the Company. IDT Energy elected to pay cash for the remaining deferred stock units that vested in June and July 2015. The Company paid cash in the amount of $1.2 million in August 2015 to satisfy its obligation to issue common stock of IDT Energy. Stock-Based Compensation On May 5, 2015, the Company’s stockholders approved an amendment and restatement to the Company’s 2011 Stock Option and Incentive Plan that increased the number of shares of the Company’s Class B common stock available for the grant of awards thereunder by an additional 180,000 shares. At May 7, 2015, the Company had 1.3 million shares of Class B common stock reserved for award under its 2011 Stock Option and Incentive Plan and 0.2 million shares were available for future grants. On May 5, 2015, the Compensation Committee of the Company’s Board of Directors approved the grant of deferred stock units in GRE to certain of the Company’s officers and employees. Howard S. Jonas, the Company’s Chairman and Chief Executive Officer, was granted deferred stock units representing 2.8% of the outstanding equity in GRE, Avi Goldin, the Company’s Chief Financial Officer and Executive Vice President - Finance was granted deferred stock units representing 0.2% of the outstanding equity in GRE, Michael Stein, the Company’s Executive Vice President and the Chief Executive Officer and a Director of GRE was granted deferred stock units representing 0.3% of the outstanding equity in GRE, and other employees were granted deferred stock units representing an aggregate of 0.6% of the outstanding equity in GRE. The deferred stock units vest in equal amounts on the first, second and third anniversaries of the date of grant. The fair value of the GRE deferred stock units on the date of grant was $4.0 million, which is being recognized on a straight-line basis over the vesting period. Stock Repurchase Program On March 11, 2013, the Board of Directors of the Company approved a stock repurchase program for the repurchase of up to 7.0 million shares of the Company’s Class B common stock. There were no repurchases under this program in the nine months ended September 30, 2015. At September 30, 2015, 6.9 million shares remained available for repurchase under the stock repurchase program. Variable Interest Entities 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”), which is owned by the former employee, is the sole owner of CCE. In addition, DAD Sales, LLC (“DAD”), which is 100% owned by Tari, used a network of independent 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 since the acquisition of the interest in CCE, DAD and Tari, it had the power to direct the activities of these entities 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 GRE 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. Net income (loss) amounts related to CCE, DAD and Tari and aggregate net funding repaid to (provided by) the Company by CCE, DAD and Tari were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (in thousands) Net income (loss): CCE $ 78 $ 24 $ 142 $ 136 DAD $ (29 ) $ (86 ) $ (166 ) $ (99 ) Tari $ — $ — $ — $ (13 ) Aggregate funding repaid to (provided by) the Company, net $ 28 $ (355 ) $ 869 $ 261 Summarized combined balance sheet amounts related to CCE, DAD and Tari are as follows: September 30, December 31, 2014 (in thousands) Assets Cash and cash equivalents $ 57 $ 77 Restricted cash 11 20 Trade accounts receivable 939 1,873 Prepaid expenses 503 480 Other current assets 66 178 Other assets 459 459 Total assets $ 2,035 $ 3,087 Liabilities and noncontrolling interests Current liabilities $ 320 $ 480 Due to IDT Energy 416 1,285 Noncontrolling interests 1,299 1,322 Total liabilities and noncontrolling interests $ 2,035 $ 3,087 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. |