Correspondence 0001213900-24-002485 from Genie Energy Ltd. (GNE) (CIK 0001528356) (GNE)
Genie Energy Ltd. (GNE) (CIK 0001528356)
Date: Jan. 10, 2024 · CIK: 0001528356 · Accession: 0001213900-24-002485
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File numbers found in text: 001-35327
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CORRESP
1
filename1.htm
January 10, 2024
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Joanna Lam
Division of Corporate Finance
Office of Energy & Transportation
Re: Genie Energy Ltd.
Form 10-K for the Fiscal Year Ended December 31, 2022
Form 8-K furnished on November 27, 2023
File No. 001-35327
Dear Ms. Lam:
We are writing to respond to the comment raised in your letter
to Genie Energy Ltd. (the “Company”), dated December 13, 2023.
Form 10-K for the Fiscal Year Ended December
31, 2022
Form 8-K furnished on November 27, 2023
Exhibit 99.1, page 1
1. In the footnote to Pro-Forma Financials in the Appendix, you state that Pro-forma excludes the Texas
Winter Storm Uri in 2021 and International. Tell us and disclose if these pro forma metrics were prepared in accordance with Article 11
of Regulation S-X. If such information has not been prepared in accordance with Article 11, please revise to disclose the basis for presentation
and revise the description of the measures accordingly. Refer to Question 100.05 of the Non-GAAP Measures Compliance and Disclosure Interpretations
as updated December 13, 2022.
Response:
The disclosed measure eliminated the impact
on the Company’s financial performance of Texas Winter Storm Uri, with its extraordinary effects on the electricity supply market
in Texas, and the historical impact of the Company’s international operations that have been discontinued, but which were not classified
as discontinued operations under GAAP. It was not intended to convey a formal “pro forma” adjusted statement of operations
calculated in accordance with Article 11 of Regulation S-X. The Company believes that, due to the extraordinary nature of the storm and
its effects on the supply market, disclosing the segment’s results without the impact of the storm is useful to readers to evaluate
the core performance and in making meaningful comparisons of the impacted period with other periods. Additionally, excluding the historical
impact of the international operations is useful to readers to evaluate performance of the Company’s current operates in comparison
to those operations in prior periods.
Securities and Exchange Commission
January 10, 2024
Page 2
Any future use of similar metrics that eliminate
the impact of specific events will be clearly labeled as non-GAAP measures, will be accompanied by: the most closely corresponding GAAP
measure(s); an explanation of why the metric may be useful to readers; and, if warranted, a reconciliation to the relevant GAAP measure(s).
We will not refer to metrics as “pro forma” unless they have been prepared in accordance with Article 11 of Regulation S-X.
The Company acknowledges that the Company and management is
responsible for the adequacy and accuracy of the disclosure in the filing, notwithstanding any review, comments, action or absence of
action by the Staff.
* * *
Sincerely,
/s/ Avi
Goldin
Avi Goldin
Chief Financial Officer
cc: Kimberly Calder