Genie Energy(GNE) - 2025 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Financial Statements This section presents the unaudited condensed consolidated financial statements of Genie Energy Ltd. for the periods ended June 30, 2025, and December 31, 2024, including balance sheets, statements of operations, comprehensive income, equity, and cash flows, along with detailed notes explaining the basis of presentation, significant accounting policies, and specific financial items CONDENSED CONSOLIDATED BALANCE SHEETS The condensed consolidated balance sheets show the company's financial position as of June 30, 2025, and December 31, 2024, highlighting changes in assets, liabilities, and equity | Metric | June 30, 2025 (Unaudited, in thousands) | December 31, 2024 (Note 1, in thousands) | | :----------------------------------- | :-------------------------------------- | :--------------------------------------- | | Assets | | | | Cash and cash equivalents | $105,423 | $104,456 | | Total current assets | $230,746 | $227,447 | | Total assets | $383,092 | $371,275 | | Liabilities and Equity | | | | Total current liabilities | $115,728 | $109,812 | | Total liabilities | $195,926 | $191,724 | | Total equity | $187,166 | $179,551 | | Total liabilities and equity | $383,092 | $371,275 | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS The condensed consolidated statements of operations detail the company's revenues, costs, and net income for the three and six months ended June 30, 2025, and 2024, showing a decrease in net income attributable to common stockholders year-over-year | Metric (in thousands, except per share data) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenues | $105,251 | $90,696 | $242,058 | $210,384 | | Gross profit | $23,480 | $33,336 | $60,843 | $67,122 | | Income from operations | $2,003 | $10,563 | $14,834 | $20,412 | | Net income | $2,867 | $9,356 | $13,169 | $17,525 | | Net income attributable to Genie Energy Ltd. common stockholders | $2,822 | $9,612 | $13,453 | $17,735 | | Basic EPS attributable to Genie Energy Ltd. common stockholders | $0.11 | $0.36 | $0.51 | $0.66 | | Diluted EPS attributable to Genie Energy Ltd. common stockholders | $0.11 | $0.36 | $0.51 | $0.65 | | Dividends declared per common share | $0.075 | $0.075 | $0.150 | $0.150 | CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME The condensed consolidated statements of comprehensive income show net income and other comprehensive income (loss) components, primarily foreign currency translation adjustments, for the three and six months ended June 30, 2025, and 2024 | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income | $2,867 | $9,356 | $13,169 | $17,525 | | Foreign currency translation adjustments | $1,045 | $3,646 | $2,169 | $(1,436) | | Comprehensive income attributable to Genie Energy Ltd. | $3,169 | $12,828 | $14,254 | $16,540 | CONDENSED CONSOLIDATED STATEMENTS OF EQUITY The condensed consolidated statements of equity illustrate changes in stockholders' equity for Genie Energy Ltd. and noncontrolling interests for the six months ended June 30, 2025, and 2024, including dividends, stock-based compensation, and stock repurchases - Total Genie Energy Ltd. stockholders' equity increased from $190,508 thousand at December 31, 2024, to $197,039 thousand at June 30, 2025, driven by retained earnings and additional paid-in capital, partially offset by treasury stock repurchases[9][10] - The company declared and paid quarterly dividends of $0.075 per share for both the first and second quarters of 2025, totaling $2,026 thousand and $2,010 thousand, respectively[15] - Repurchases of Class B common stock under the stock repurchase program amounted to $1,887 thousand for the three months ended March 31, 2025, and $2,732 thousand for the three months ended June 30, 2025[15] CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS The condensed consolidated statements of cash flows present the cash generated from or used in operating, investing, and financing activities for the six months ended June 30, 2025, and 2024, showing a significant decrease in net cash provided by operating activities | Metric (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | | Net cash provided by operating activities | $16,465 | $33,335 | | Net cash used in investing activities | $(7,251) | $(7,148) | | Net cash used in financing activities | $(9,117) | $(12,325) | | Net increase in cash, cash equivalents, and restricted cash | $33 | $13,722 | | Cash, cash equivalents, and restricted cash at end of period | $201,991 | $179,201 | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED These notes provide essential details and explanations for the condensed consolidated financial statements, covering accounting policies, business changes, specific financial accounts, acquisitions, discontinued operations, fair value measurements, and other critical financial disclosures Note 1—Basis of Presentation and Business Changes and Development This note outlines the basis of preparing the unaudited condensed consolidated financial statements in accordance with U.S. GAAP and Form 10-Q, details the company's segments (Genie Retail Energy and Genie Renewables), and discusses significant business developments including the One Big Beautiful Bill Act, asset impairments, and the discontinued operations in Finland and Sweden - The One Big Beautiful Bill Act (OBBB), enacted July 4, 2025, accelerates the expiration of federal investment tax credits on solar projects for those going online after December 31, 2027, leading the Company to evaluate the financial viability of early-stage projects and pause new developments[25] - Impairment of assets was recognized due to discontinued Genie Solar projects lacking viability, related to costs previously capitalized in other current assets[26] - Operations in Finland (Lumo Finland) and Sweden (Lumo Sweden) were discontinued in Q3 2022 due to volatility in the European energy market, with their results presented as discontinued operations for all periods[27][28] - GRE's revenues are significantly impacted by seasonality and weather, with natural gas revenues typically increasing in Q1 and electricity revenues in Q3 due to heating and cooling demands, respectively[30] Note 2—Cash, Cash Equivalents, and Restricted Cash This note provides a reconciliation of cash, cash equivalents, and restricted cash, detailing the components of restricted cash, which are held for specific agreements and the company's captive insurance subsidiary | Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :-------------- | :---------------- | | Cash and cash equivalents | $105,423 | $104,456 | | Restricted cash—short-term | $25,267 | $26,608 | | Restricted cash—long-term | $70,301 | $69,580 | | Total cash, cash equivalents, and restricted cash | $200,991 | $200,644 | - Restricted cash includes amounts for the Amended and Restated Preferred Supplier Agreement with BP Energy Company, Credit Agreement with JPMorgan Chase, Term Loan Agreement with National Cooperative Bank, N.A., and cash held by the company's wholly-owned insurance subsidiary (Captive) for insured liability programs[33][34] Note 3—Inventories This note details the composition of inventories, primarily renewable credits and natural gas, and explains the purpose and seasonality of renewable energy credit inventory | Inventory Type (in thousands) | June 30, 2025 | December 31, 2024 | | :---------------------------- | :-------------- | :---------------- | | Natural gas | $1,006 | $1,333 | | Renewable credits | $15,819 | $10,800 | | Solar panels | $46 | $55 | | Totals | $16,871 | $12,188 | - Renewable energy credits are used to satisfy state-mandated requirements and customer portfolios, with compliance typically occurring in Q1 for calendar year periods and late Q2/early Q3 for energy year periods[35] Note 4—Revenue Recognition This note describes the company's revenue recognition policies for electricity, natural gas, solar panel sales, solar project development, energy generation, and commissions, including details on variable consideration, disaggregated revenues by pricing plans and channels, and contract liabilities - Revenues from electricity and natural gas delivery are recognized as customers simultaneously receive and consume the benefit, with unbilled revenues estimated based on usage data and historical trends[36] - Revenues from sales of solar panels are recognized at a point in time upon transfer of control, while solar project construction services revenues are recognized over time using the input method based on costs incurred[40][41] Total Revenues Disaggregated by Pricing Plans (in thousands) | Pricing Plan | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Fixed rate | $58,053 | $50,502 | $123,887 | $110,027 | | Variable rate | $40,939 | $36,213 | $107,577 | $88,482 | | Other | $6,259 | $3,981 | $10,594 | $11,875 | | Total | $105,251 | $90,696 | $242,058 | $210,384 | Total Revenues Disaggregated by Channels (in thousands) | Channel | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Non-Commercial Channel | $80,739 | $78,389 | $190,996 | $178,252 | | Commercial Channel | $18,253 | $8,326 | $40,468 | $20,257 | | Other | $6,259 | $3,981 | $10,594 | $11,875 | | Total | $105,251 | $90,696 | $242,058 | $210,384 | Note 5—Acquisitions and Discontinued Operations This note details the acquisition of a controlling interest in Roded Recycling Industries Ltd. and solar system facilities, as well as the ongoing liquidation and legal proceedings related to the discontinued Lumo Finland and Lumo Sweden operations - The Company increased its interest in Roded Recycling Industries Ltd. to a 51.2% controlling interest on April 12, 2024, recognizing $2.66 million in goodwill allocated to the GREW segment[55][57] - The Company acquired ten solar system facilities in Ohio and Michigan for $7.5 million in November 2023, and another facility in Indiana for $1.3 million in February 2024, accounted for as asset acquisitions within the GREW segment[58][60][61] - Lumo Finland declared bankruptcy in November 2022, and Lumo Sweden is liquidating remaining assets and liabilities, while legal claims totaling €40.0 million ($47.2 million) have been filed by Lumo Administrators against Genie Nordic and Lumo Sweden regarding the sale of swap instruments[64][63][67] - An estimated loss of €2.5 million ($2.6 million) was recognized in Q4 2024 related to potential settlement costs for Lumo Finland bankruptcy claims, despite the Company believing it is not legally obligated to pay[69] Note 6—Fair Value Measurements This note details the fair value measurements of assets and liabilities on a recurring basis, primarily marketable equity securities and derivative contracts, and discusses the concentration of credit risks related to trade receivables and utility companies Fair Value of Assets and Liabilities (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------- | :-------------- | :---------------- | | Marketable equity securities | $600 | $357 | | Asset Derivative contracts | $498 | $868 | | Liability Derivative contracts | $1,381 | $473 | - The company's derivative contracts, consisting of natural gas and electricity options and swaps, are measured at fair value using Level 1 inputs (quoted prices in active markets)[70] - GRE's REPs reduce customer credit risk by participating in Purchase of Receivables (POR) programs, where utility companies assume credit risk without recourse. Customer A represented 10.9% of consolidated net trade receivables at June 30, 2025, and 11.3% of consolidated revenues for the three months ended June 30, 2025[77][78] Note 7—Derivative Instruments This note describes the company's use of derivative instruments, primarily natural gas and electricity put and call options and swaps, to manage commodity price risk, and details their fair value and impact on the statements of operations - The company uses natural gas and electricity put and call options and swaps to hedge against unfavorable fluctuations in market prices, but does not apply hedge accounting, so changes in fair value are recorded in earnings[80] Fair Value of Outstanding Derivative Instruments (in thousands) | Type | June 30, 2025 | December 31, 2024 | | :------------------------------------------------ | :-------------- | :---------------- | | Asset Derivatives (Other current assets & Other assets) | $498 | $868 | | Liability Derivatives (Other current liabilities & Other liabilities) | $1,381 | $473 | Loss Recognized on Derivatives (in thousands) | Period | 2025 | 2024 | | :-------------------------------- | :----- | :----- | | Three Months Ended June 30, | $3,992 | $8,404 | | Six Months Ended June 30, | $818 | $13,936 | Note 8—Other Assets This note provides a breakdown of other assets, including security deposits, investments in equity securities, investment property, right-of-use assets, and noncurrent derivative contracts | Other Assets (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------------- | :-------------- | :---------------- | | Security deposit | $10,566 | $8,562 | | Investments in equity securities | $6,897 | $5,673 | | Investment property | $5,032 | $3,957 | | Right-of-use assets, net of amortization | $930 | $1,819 | | Fair value of derivative contracts—noncurrent | $352 | $285 | | Other assets | $2,070 | $2,069 | | Total other assets | $25,847 | $22,365 | Note 9—Investments This note details the company's equity investments, including marketable equity securities, alternative investments, and equity method investments, and discusses changes in their carrying values and an investment property acquisition with a related party Equity Investments (in thousands) | Investment Type | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :-------------- | :---------------- | | Rafael Holdings, Inc. (Marketable equity securities) | $600 | $357 | | Alternative investments—restricted (NAV) | $6,705 | $5,057 | | PRI Fuel Supply Ltd. (Equity method) | $57 | $454 | | CPP Genie Community Solar (Equity method) | $107 | $242 | | Total equity investments included in other noncurrent assets | $6,897 | $5,673 | - The carrying value of equity investments without readily determinable fair values increased from $10,634 thousand at the beginning of the period to $14,038 thousand at June 30, 2025, primarily due to purchases and recognized gains[85] - In July 2024, the Company acquired an investment property for $3.6 million, with a 49.0% interest held by Howard Jonas, a related party, and a $1.8 million note payable outstanding at June 30, 2025[85][86] Note 10—Goodwill and Other Intangible Assets This note provides a reconciliation of goodwill and details the company's other intangible assets, including patents, trademarks, customer relationships, and licenses, along with their amortization periods and expenses Goodwill (in thousands) | Segment | January 1, 2025 | June 30, 2025 | | :------ | :-------------- | :------------ | | GRE | $9,998 | $9,998 | | Renewables | $2,751 | $2,803 | | Total | $12,749 | $12,801 | Other Intangible Assets (Net Balance in thousands) | Asset Type | June 30, 2025 | December 31, 2024 | | :-------------------- | :-------------- | :---------------- | | Patents and trademarks | $1,831 | $1,930 | | Customer relationships | $143 | $204 | | Licenses | $209 | $233 | | Total | $2,183 | $2,367 | - Amortization expense for intangible assets was $0.1 million for each of the three months ended June 30, 2025 and 2024, and $0.2 million for each of the six months ended June 30, 2025 and 2024[88] Note 11—Accrued Expenses and Other Current Liabilities This note provides a detailed breakdown of accrued expenses and other current liabilities, including renewable energy obligations, customer promotions, payroll, contract liabilities, and current hedge liabilities Accrued Expenses (in thousands) | Expense Type | June 30, 2025 | December 31, 2024 | | :------------------------------------------ | :-------------- | :---------------- | | Renewable energy | $32,068 | $30,441 | | Liability to customers related to promotions and retention incentives | $9,708 | $9,474 | | Payroll and employee benefits | $2,739 | $4,866 | | Other accrued expenses | $4,678 | $4,012 | | Total accrued expenses | $49,193 | $48,793 | Other Current Liabilities (in thousands) | Liability Type | June 30, 2025 | December 31, 2024 | | :----------------------- | :-------------- | :---------------- | | Contract liabilities | $5,454 | $3,973 | | Current hedge liabilities | $1,325 | $428 | | Current lease liabilities | $119 | $223 | | Others | $1,903 | $1,769 | | Total other current liabilities | $8,801 | $6,393 | Note 12—Leases This note outlines the company's operating lease agreements, primarily for office space and solar development projects, detailing ROU assets, lease liabilities, weighted-average lease terms, discount rates, and future lease payments ROU Assets and Operating Lease Liabilities (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :------------------------------------ | :-------------- | :---------------- | | ROU Assets | $930 | $1,819 | | Current portion of operating lease liabilities | $119 | $223 | | Noncurrent portion of operating lease liabilities | $861 | $1,732 | | Total | $980 | $1,955 | - At June 30, 2025, the weighted average remaining lease term was 21.7 years, and the weighted average discount rate was 9.0%[93] Future Lease Payments Under Operating Leases (in thousands) | Period | Amount | | :---------------- | :----- | | Remainder of 2025 | $110 | | 2026 | $163 | | 2027 | $122 | | 2028 | $84 | | 2029 | $65 | | Thereafter | $1,835 | | Total future lease payments | $2,379 | | Less imputed interest | $1,399 | | Total operating lease liabilities | $980 | Note 13—Equity This note details dividend payments, stock repurchase activities, treasury shares, stock option exercises, and stock-based compensation, providing a comprehensive view of changes in the company's equity - The company declared quarterly dividends of $0.075 per share for Class A and Class B common stock in February and May 2025, totaling $2,026 thousand and $2,010 thousand, respectively[96] - Under its stock repurchase program, the company acquired 286,137 Class B common stock for $4.6 million in the six months ended June 30, 2025, with 3.7 million shares remaining available for repurchase[97] - As of June 30, 2025, there was $4.7 million of unrecognized stock-based compensation costs related to outstanding and unvested equity-based grants, expected to be recognized over approximately 2.1 years[105] Note 14—Variable Interest Entity This note discusses Citizens Choice Energy, LLC (CCE), a retail energy provider consolidated by the company as a Variable Interest Entity (VIE), and details its financial performance and the company's pending acquisition of a 100% interest - The company consolidates Citizens Choice Energy, LLC (CCE) as a VIE within its GRE segment, having provided substantially all cash funding for its operations since 2011[106] - In April 2025, the company signed an agreement to acquire 100% interest in CCE for $1.0 and forgiveness of intercompany balances, pending Federal Energy Regulatory Commission approval[107] CCE Net Income (Loss) and Funding (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $230 | $(132) | $8 | $(158) | | Aggregate (funding provided by) distributions paid to the Company, net | $373 | $(21) | $133 | $71 | Note 15—Income Taxes This note summarizes the company's effective tax rates for the three and six months ended June 30, 2025, and 2024, explaining the reasons for changes in the rates Effective Tax Rate | Period | 2025 | 2024 | | :-------------------------- | :----- | :----- | | Three Months Ended June 30, | 27.7% | 26.7% | | Six Months Ended June 30, | 29.2% | 26.3% | - The increase in reported tax rates for the three and six months ended June 30, 2025, compared to 2024, is primarily due to changes in the mix of tax rates in jurisdictions where taxable income was earned and the nature of certain deductions[109] Note 16—Earnings Per Share This note details the calculation of basic and diluted earnings per share, including the weighted-average number of shares used in the computation Weighted-Average Number of Shares (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Basic weighted-average number of shares | 26,173 | 26,569 | 26,287 | 26,760 | | Diluted weighted-average number of shares | 26,516 | 27,033 | 26,631 | 27,272 | Note 17—Related Party Transactions This note discloses transactions with related parties, including contributions from Howard Jonas for an investment property, repurchases from the Genie Energy Charitable Foundation, investments in Rafael Holdings, Inc., and service agreements with IDT Corporation - Howard Jonas, a related party, contributed $0.9 million to a majority-owned subsidiary for an investment property acquisition in Q3 2024[114] - The company repurchased 50,000 shares of Class B common stock from the Genie Energy Charitable Foundation for $0.8 million in April 2024, after a donation of the same shares in November 2023[115] Charges for Services with IDT Corporation (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Amount IDT charged the Company | $220 | $304 | $476 | $523 | | Amount the Company charged IDT | $23 | $31 | $82 | $67 | Note 18—Business Segment Information This note provides financial information disaggregated by the company's two reportable business segments: Genie Retail Energy (GRE) and Genie Renewables (GREW), along with corporate costs, to assess their performance and resource allocation - The company operates two reportable segments: Genie Retail Energy (GRE), which resells electricity and natural gas, and Genie Renewables (GREW), which develops solar projects and provides energy advisory services[120] Segment Revenues (in thousands) | Segment | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | GRE | $98,992 | $86,718 | $231,467 | $199,183 | | GREW | $6,259 | $3,978 | $10,591 | $11,201 | | Corporate | $0 | $0 | $0 | $0 | | Total | $105,251 | $90,696 | $242,058 | $210,384 | Segment Income (Loss) from Operations (in thousands) | Segment | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | GRE | $3,988 | $14,611 | $20,835 | $28,860 | | GREW | $(181) | $(1,390) | $(1,036) | $(2,036) | | Corporate | $(1,804) | $(2,658) | $(4,965) | $(6,412) | | Total | $2,003 | $10,563 | $14,834 | $20,412 | Total Assets by Segment (in thousands) | Segment | June 30, 2025 | December 31, 2024 | | :-------------- | :-------------- | :---------------- | | GRE | $209,600 | $204,470 | | Renewables | $43,389 | $38,302 | | Corporate | $130,103 | $128,503 | | Total | $383,092 | $371,275 | Note 19—Commitments and Contingencies This note details the company's legal proceedings, agency and regulatory inquiries, purchase commitments for electricity and renewable energy credits, and the operations and liabilities of its captive insurance subsidiary - Residents Energy is facing a complaint from the Illinois Attorney General alleging violations of consumer fraud and telephone solicitation acts, seeking monetary damages and civil penalties, which the company denies and intends to vigorously defend[126] Future Purchase Commitments (in thousands) | Period | Amount | | :---------------- | :----- | | Remainder of 2025 | $85,760 | | 2026 | $55,324 | | 2027 | $8,944 | | Total payments | $150,028 | - The company's captive insurance subsidiary, established in December 2023, covers certain unique operational risks. At June 30, 2025, restricted cash and cash equivalents of the Captive totaled $87.1 million, and the captive insurance liability was $79.6 million[133][137][138] - GRE has $27.5 million in outstanding performance bonds and $1.0 million in unused letters of credit to comply with state financial requirements for retail energy providers[140] Note 20—Debt This note details the company's debt obligations, including a Term Loan Agreement with National Cooperative Bank, N.A. (NCB) secured by solar systems, and a Credit Agreement with JPMorgan Chase Bank for a credit line facility - The company entered into a $7.4 million Term Loan Agreement with NCB in November 2024, secured by operating solar systems in Ohio, Indiana, and Michigan, with $7.4 million outstanding at June 30, 2025, at a weighted average interest rate of 6.3%[142][143] - A Credit Agreement with JPMorgan Chase Bank provides a $3.0 million credit line facility, collateralized by $3.3 million in restricted cash at June 30, 2025, with $0.7 million in letters of credit issued[145] Note 21—Recently Issued Accounting Standards This note discusses recently issued accounting standards, including ASU 2023-09 on Income Tax Disclosures and ASU 2024-03 on Disaggregation of Income Statement Expenses, and their potential impact on the company's financial statements - ASU 2023-09 (Income Taxes) will require public entities to disclose tabular reconciliations of income taxes and disaggregated amounts of income taxes paid annually, effective for periods beginning after December 15, 2024[146] - ASU 2024-03 (Expense Disaggregation Disclosures) will require additional disclosures for specific income statement expense categories (e.g., inventory purchases, employee compensation, depreciation), effective for periods beginning after December 15, 2026, which will result in additional disclosure but no impact on financial position or cash flows[147] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition and results of operations, discussing key business segments, recent developments, and factors influencing performance for the three and six months ended June 30, 2025, compared to the same periods in 2024 Overview The company is comprised of Genie Retail Energy (GRE), which operates retail energy providers, and Genie Renewables (GREW), focused on solar energy and advisory services. Recent legislation (OBBB) impacting solar tax credits is causing the company to re-evaluate projects and pause new developments - Genie Energy Ltd. consists of Genie Retail Energy (GRE), operating retail energy providers across multiple US states, and Genie Renewables (GREW), focused on solar energy development, community solar marketing, and energy procurement advisory services[152][153] - The One Big Beautiful Bill Act (OBBB), enacted July 4, 2025, accelerates the expiration of federal investment tax credits for solar projects, leading the company to evaluate the viability of early-stage projects and pause new developments[154] Discontinued Operations in Finland and Sweden The company discontinued its Lumo Finland and Lumo Sweden operations in Q3 2022 due to market volatility, presenting their results as discontinued operations. Lumo Finland filed for bankruptcy, and Lumo Sweden is liquidating assets, while the company faces significant legal claims related to these discontinued operations - Operations of Lumo Finland and Lumo Sweden were discontinued in Q3 2022 due to volatility in the European energy market, with Lumo Finland filing for bankruptcy in November 2022[157][159] - Net income from discontinued operations of Lumo Sweden was minimal for Q2 2025, compared to a net loss of $0.1 million for Q2 2024. For the six months, net loss was $0.1 million in 2025 versus $0.4 million in 2024[160] - The company faces legal claims totaling €40.0 million ($47.2 million) from Lumo Administrators regarding the gain from the sale of swap instruments by Lumo Sweden, which the company intends to vigorously defend[162] - An estimated loss of €2.5 million ($2.6 million) was recognized in Q4 2024 for potential settlement of bankruptcy claims, despite the company's belief that it is not legally obligated to pay[164] Genie Retail Energy Segment The Genie Retail Energy (GRE) segment, comprising the majority of consolidated revenues, experienced increased electricity and natural gas revenues due to higher consumption and meters served, but gross profit declined due to increased unit costs of energy. Selling, general, and administrative expenses decreased as a percentage of revenues - GRE's revenues represented approximately 94.1% and 95.6% of consolidated revenues for the three and six months ended June 30, 2025, respectively[165] GRE Segment Financial Performance (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total revenues | $98,992 | $86,718 | $231,467 | $199,183 | | Cost of revenues | $77,670 | $54,449 | $174,244 | $134,720 | | Gross profit | $21,322 | $32,269 | $57,223 | $64,463 | | Income from operations | $3,988 | $14,611 | $20,835 | $28,860 | - Electricity revenues increased by 14.8% (QoQ) and 15.7% (YoY) due to a 17.5% (QoQ) and 20.6% (YoY) increase in electricity consumption, driven by strong customer acquisitions and higher average meters served[179][180] - Natural gas revenues increased by 8.2% (QoQ) and 21.8% (YoY) due to increases in natural gas consumption (4.8% QoQ, 16.8% YoY) and average revenue per therm sold[181][182] GRE Meters at End of Quarter (in thousands) | Customer Type | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | June 30, 2024 | | :------------------ | :------------ | :------------- | :---------------- | :----------------- | :------------ | | Electricity customers | 332 | 325 | 333 | 311 | 278 | | Natural gas customers | 87 | 88 | 90 | 88 | 84 | | Total meters | 419 | 413 | 423 | 399 | 362 | - Gross meter acquisitions were 70,000 in Q2 2025 (up from 53,000 in Q2 2024) and 131,000 for the six months ended June 30, 2025 (up from 123,000 in 2024)[185] - Average monthly churn increased to 4.8% in Q2 2025 (from 4.6% in Q2 2024) and to 5.2% for the six months ended June 30, 2025 (from 5.1% in 2024)[187] GRE Gross Margin Percentage | Commodity | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Electricity | 23.7% | 37.8% | 23.4% | 31.7% | | Natural gas | 0.5% | 32.2% | 31.6% | 36.4% | | Total | 21.5% | 37.2% | 24.7% | 32.4% | - The decrease in gross margin for electricity and natural gas was primarily due to a significant increase in the average unit cost of electricity (19.7% QoQ, 7.6% YoY) and natural gas (51.5% QoQ, 12.2% YoY), which outpaced changes in average rates charged to customers[191][192][193][194] - Selling, general and administrative expenses for GRE decreased by 1.8% in Q2 2025 (due to lower employee-related expenses) and increased by 2.2% for the six months ended June 30, 2025 (due to higher management fees and regulatory expenses). As a percentage of total revenues, SG&A decreased in both periods[195][196] Genie Renewables Segment The Genie Renewables (GREW) segment saw increased revenues in Q2 2025 driven by Diversegy and Genie Solar, but a decrease for the six-month period due to a strategic shift in Genie Solar's focus. Impairment of assets continued due to discontinued solar projects - GREW's revenues increased by 57.3% in Q2 2025 due to strong growth from Diversegy (energy procurement advisory) and Genie Solar (solar project development)[199] - For the six months ended June 30, 2025, GREW's revenues decreased by 5.4% due to a strategic shift by Genie Solar from lower-margin commercial projects to utility-scale projects, and reduced activity from CityCom Solar[200] GREW Segment Financial Performance (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenues | $6,259 | $3,978 | $10,591 | $11,201 | | Cost of revenue | $4,101 | $2,911 | $6,971 | $8,542 | | Gross profit | $2,158 | $1,067 | $3,620 | $2,659 | | Loss from operations | $(181) | $(1,390) | $(1,036) | $(2,036) | | Impairment of assets | $35 | $118 | $35 | $118 | Corporate Corporate expenses, including unallocated compensation and legal fees, decreased in both the three and six months ended June 30, 2025, primarily due to lower employee-related costs. The company's captive insurance subsidiary continues to manage risk financing strategies, with provisions for captive insurance liability recognized - Corporate general and administrative expenses decreased by 23.7% in Q2 2025 and 14.4% for the six months ended June 30, 2025, primarily due to lower employee-related costs, including bonus accruals[205] - The company's wholly-owned Captive insurance subsidiary, established in December 2023, continues to enhance risk financing strategies. Provisions for captive insurance liability were $0.3 million in Q2 2025 and $0.9 million for the six months ended June 30, 2025[206][210] Consolidated Consolidated results show a decrease in net income attributable to Genie Energy Ltd. common stockholders for both the three and six months ended June 30, 2025, primarily driven by lower income from operations, despite increases in interest income and gains on marketable equity securities Consolidated Financial Performance (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Income from operations | $2,003 | $10,563 | $14,834 | $20,412 | | Interest income | $1,998 | $1,362 | $3,979 | $2,702 | | Gain on marketable equity securities and investments | $505 | $110 | $673 | $227 | | Net income attributable to Genie Energy Ltd. | $2,822 | $9,612 | $13,453 | $17,735 | - Net income attributable to Genie Energy Ltd. decreased by 70.6% in Q2 2025 and 24.1% for the six months ended June 30, 2025, compared to the same periods in 2024[212] - Interest income increased due to higher average balances of cash and cash equivalents, while gains on marketable equity securities and investments also saw significant increases[213][216] - The change in the reported tax rate is due to shifts in the mix of jurisdictions where taxable income was earned and the nature of certain deductions[214] Liquidity and Capital Resources The company expects its cash flow from operations and existing cash balances to be sufficient for its anticipated cash requirements. Operating cash flows decreased, while capital expenditures increased, primarily for solar projects. Financing activities included dividend payments, stock repurchases, and debt obligations - The company expects its cash flow from operations and $201.0 million in unrestricted and restricted cash and cash equivalents at June 30, 2025, to be sufficient for anticipated cash requirements through August 7, 2026[218] Cash Flows (in thousands) | Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :---------------------------------------------------- | :------------------------------- | :------------------------------- | | Operating activities | $14,191 | $26,324 | | Investing activities | $(7,251) | $(7,148) | | Financing activities | $(9,117) | $(12,325) | | Net increase in cash, cash equivalents and restricted cash | $33 | $13,722 | - Cash provided by operating activities of continuing operations decreased to $14.2 million in the six months ended June 30, 2025, from $26.3 million in the same period in 2024[222] - Capital expenditures increased by $2.1 million for the six months ended June 30, 2025, primarily for solar project construction, with anticipated total capital expenditures of $10.0 million to $20.0 million for 2025[229] - The company paid aggregate dividends of $4.0 million in the six months ended June 30, 2025, and repurchased $4.6 million of Class B common stock under its stock repurchase program[234][235] Item 3. Quantitative and Qualitative Disclosures About Market Risks This section discusses the company's primary market risk exposure, which is commodity price risk related to natural gas and electricity purchases and sales, and its strategy of using derivative instruments to mitigate this volatility - The company's primary market risk is commodity price volatility for natural gas and electricity. Hypothetically, if gross profit per unit remained constant, gross profit from electricity would have increased by $13.5 million and natural gas by $2.8 million in Q2 2025 compared to Q2 2024[242] - The company uses put and call options and swaps to hedge against unfavorable price fluctuations, limiting downside risk but also future gains. These derivatives are not hedge accounted, so fair value changes are recognized in cost of revenues[243] - Losses from derivative instruments were $4.0 million in Q2 2025 (vs. $8.4 million in Q2 2024) and $0.8 million for the six months ended June 30, 2025 (vs. $13.9 million in 2024)[243] Item 4. Controls and Procedures The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of June 30, 2025, and reported no material changes in internal control over financial reporting during the quarter - The CEO and CFO evaluated and concluded that the company's disclosure controls and procedures were effective as of June 30, 2025[244] - There were no changes in internal control over financial reporting during the quarter ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[245] PART II. OTHER INFORMATION Item 1. Legal Proceedings This section refers to Note 19 of the Condensed Consolidated Financial Statements for a detailed description of the company's legal proceedings - Legal proceedings in which the company is involved are more fully described in Note 19 to the Condensed Consolidated Financial Statements[248] Item 1A. Risk Factors This section states that there are no material changes to the risk factors previously disclosed in the 2024 Form 10-K - There are no material changes from the risk factors included in the 2024 Form 10-K[249] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section provides information on the company's repurchases of Class B common stock during the second quarter of 2025 under its existing stock repurchase program Purchases of Class B Common Stock (Second Quarter 2025) | Period | Total Number of Shares Purchased | Average Price per Share | Maximum Number of Shares that May Yet Be Purchased Under the Programs (1) | | :--------------- | :------------------------------- | :---------------------- | :------------------------------------------------------------------------ | | April 1–30, 2025 | 62,153 | $14.97 | 3,811,207 | | May 1–31, 2025 | 96,721 | $18.62 | 3,714,486 | | June 1–30, 2025 | — | — | 3,714,486 | | Total | 158,874 | $17.19 | | - Under the existing stock repurchase program, approved on March 11, 2013, the company was authorized to repurchase up to an aggregate of 7.0 million shares of Class B common stock[250] Item 3. Defaults upon Senior Securities This section states that there were no defaults upon senior securities - There were no defaults upon senior securities[251] Item 4. Mine Safety Disclosures This section indicates that mine safety disclosures are not applicable to the company - Mine Safety Disclosures are not applicable[251] Item 5. Other Information This section states that there is no other information to report - No other information to report[251] Item 6. Exhibits This section lists the exhibits filed or furnished with the Quarterly Report on Form 10-Q, including certifications, XBRL documents, and the cover page interactive data file - The report includes certifications from the Chief Executive Officer and Chief Financial Officer (Exhibits 31.1, 31.2, 32.1, 32.2) and various Inline XBRL Taxonomy Extension Documents (Exhibits 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104)[252] SIGNATURES This section contains the signatures of the Chief Executive Officer and Chief Financial Officer, certifying the filing of the report on behalf of Genie Energy Ltd - The report was signed on August 7, 2025, by Michael M. Stein, Chief Executive Officer, and Avi Goldin, Chief Financial Officer, on behalf of Genie Energy Ltd[256][257]