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Equity
9 Months Ended
Sep. 30, 2018
Equity [Abstract]  
Equity

Note 10—Equity

 

Changes in the components of equity were as follows:

 

    Nine Months Ended
September 30, 2018
 
    Attributable to Genie     Noncontrolling Interests     Total  
    (in thousands)  
Balance, December 31, 2017   $ 84,013     $ (16,885 )   $ 67,128  
Dividends on preferred stock     (1,111 )           (1,111 )
Dividends on common stock ($0.225 per share)     (5,759 )           (5,579 )
Restricted Class B common stock purchased from employees     (783 )           (783 )
Sales of Class B common stock and warrants     6,000             6,000  
Purchase of equity of subsidiary     (4,139 )     4,139        
Class B common stock issued for GRE deferred stock units     1,886             1,886  
Stock-based compensation     2,887             2,887  
Comprehensive income:                        
Net income     10,153       (1,122 )     9,031  
Foreign currency translation adjustments     (607 )     278       (329 )
Comprehensive income     9,546       (844 )     8,702  
Balance, September 30, 2018   $ 92,540     $ (13,590 )   $ 78,950  

 

    Nine Months Ended
September 30, 2017
 
    Attributable to Genie     Noncontrolling Interests     Total  
    (in thousands)  
Balance, December 31, 2016   $ 96,534     $ (16,669 )   $ 79,865  
Dividends on preferred stock     (1,111 )           (1,111 )
Dividends on common stock ($0.225 per share)     (5,563 )           (5,563 )
Exercise of stock options     109             109  
Restricted Class B common stock purchased from employees     (829 )           (829 )
Purchase of equity of subsidiary     (746 )     434       (312 )
Class B common stock issued for GRE deferred stock units     1,845             1,845  
Stock-based compensation     2,330             2,330  
Comprehensive income:                        
Net loss     (7,208 )     (626 )     (7,834 )
Foreign currency translation adjustments     1,438       (585 )     763  
Comprehensive income     (5,860 )     (1,211 )     (7,071 )
Balance, September 30, 2017   $ 86,709     $ (17,446 )   $ 69,263  

 

Dividend Payments

 

The following table summarizes the quarterly dividend paid by the Company during the nine months ended September 30, 2018:

 

Declaration Date   Dividend Per Share     Aggregate Dividend Amount     Record Date   Payment Date
             
Series 2012-A Preferred Stock (“Preferred Stock”)
January 16, 2018   $ 0.1594     $ 370     February 6, 2018   February 15, 2018
April 16, 2018     0.1594       370     May 7, 2018   May 15, 2018
July 25, 2018     0.1594       370     August 8, 2018   August 15, 2018
                         
Class A Common Stock and Class B Common Stock
March 7, 2018   $ 0.0750     $ 1,865     March 19, 2018   March 23, 2018
May 2, 2018     0.0750       1,877     May 15, 2018   May 23, 2018
July 31, 2018     0.0750       2,017     August 15, 2018   August 24, 2018

 

On October 25, 2018, 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 2018. The dividend will be paid on or about November 15, 2018 to stockholders of record as of the close of business November 6, 2018.

 

On November 5, 2018, the Company’s Board of Directors declared a quarterly dividend of $0.075 per share on its Class A common stock and Class B common stock for the third quarter of 2018. The dividend will be paid on or about November 30, 2018 to stockholders of record as of the close of business on November 19, 2018.

 

Stock Repurchase Program

 

On March 11, 2013, the Board of Directors of the Company approved a program for the repurchase of up to an aggregate of 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, 2018 and 2017. At September 30, 2018, 6.9 million shares remained available for repurchase under the stock repurchase program.

 

Sales of Shares and Warrants

 

On June 8, 2018, the Company sold to Howard S. Jonas, the Chairman of the Company’s Board of Directors and a principal owner, (1) 1,152,074 shares of the Company’s Class B common stock, at a price of $4.34 per share for an aggregate sales price of $5.0 million, and (2) warrants to purchase an additional 1,048,218 shares of the Company’s Class B common stock at an exercise price of $4.77 per share for an aggregate exercise price of $5.0 million. The warrants will expire in June 2023. In addition, on June 12, 2018, the Company sold to a third-party investor (1) 230,415 treasury shares of the Company’s Class B common stock, at a price of $4.34 per share for an aggregate sales price of $1.0 million, and (2) warrants to purchase an additional 209,644 shares of the Company’s Class B common stock at an exercise price of $4.77 per share for an aggregate exercise price of $1.0 million. As of September 30, 2018, there were outstanding 1,257,862 warrants to purchase the Company’s Class B common stock at $4.77 per share which will expire on in June 2023.

 

Purchase of Equity of Subsidiary

 

In June 2018, an entity affiliated with Lord (Jacob) Rothschild exercised its option to exchange its 5% equity interest in GOGAS for 41,667 shares of the Company’s Class B common stock. The fair value of the shares of Class B common stock at the time of the exchange was $0.22 million. The Company’s ownership of GOGAS increased from 92% to 97% upon the completion of the exchange.

 

Issuance of Class B Common Stock

 

In July 2015, GRE granted deferred stock units to certain officers and employees. GRE has the right, at its option, to satisfy its obligations to issue common stock of GRE upon the vesting of the deferred stock units in shares of the Company’s Class B common stock or cash. In August 2018, the Company issued 310,467 shares of the Company’s Class B common stock in exchange for vested deferred stock units of GRE. The aggregate fair value of the shares of the Company’s Class B common stock issued was $1.9 million. The Company acquired 128,865 shares of Class B Common Stock with aggregate cost of $0.8 million, tendered by the Company’s officers and employees to satisfy tax withholding obligations related to the vesting of the deferred stock units.

 

In August 2017, the Company issued 287,233 shares of the Company’s Class B common stock in exchange for vested deferred stock units of GRE. The aggregate fair value of the shares of the Company’s Class B common stock issued was $1.8 million. The Company acquired 129,898 shares of Class B Common Stock with aggregate cost of $0.8 million, tendered by the Company’s officers and employees to satisfy tax withholding obligations related to the vesting of the deferred stock units.

 

Stock-Based Compensation

 

On May 7, 2018, the Company’s stockholders approved an amendment to the Company’s 2011 Stock Option and Incentive Plan to reserve an additional 974,199 shares of the Company’s Class B common stock for issuance thereunder.

 

Also, on May 7, 2018, the Company’s stockholders approved a grant of options to Howard S. Jonas to purchase 256,818 shares of the Company’s Class B common stock at an exercise price of $4.34 per share in lieu of a cash bonus of $0.3 million. These options vest in five equal annual installments beginning on February 15, 2019.

 

Also, on May 7, 2018, Michael M. Stein, the Company’s Chief Executive Officer, was granted 157,344 restricted shares of the Company’s Class B common stock. These restricted shares vest in three equal annual installments beginning on November 1, 2018. The fair value of the restricted shares on the date of grant was $0.9 million, which is being recognized on a straight-line basis over the vesting period.

 

As of September 30, 2018, there were approximately $2.7 million of total unrecognized compensation costs related to the unvested restricted stock awards. These costs are expected to be recognized over a weighted-average period of approximately 2 years.