UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED March 31, 2025
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 1-35327
GENIE ENERGY LTD.
(Exact Name of Registrant as Specified in its Charter)
Delaware
45-2069276
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)
520 Broad Street, Newark, New Jersey
07102
(Address of principal executive offices)
(Zip Code)
(973) 438-3500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b)-2 of the Exchange Act:
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☒
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes ☐ No ☒
As of May 7, 2025, the registrant had the following shares outstanding:
Class A common stock, $0.01 par value:
1,574,326 shares
Class B common stock, $0.01 par value:
25,271,361 shares (excluding 4,051,966 treasury shares)
GENIE ENERGY LTD.TABLE OF CONTENTS
(in thousands, except per share amounts)
March 31,2025
December 31,2024
(Unaudited)
(Note 1)
Assets
Current assets:
$
112,544
104,456
Trade accounts receivable, net of allowance for doubtful accounts of $8,238 and $8,086 at March 31, 2025 and December 31, 2024, respectively (including accounts receivable related to variable interest entity of $255 and $250 at March 31, 2025 and December 31, 2024, respectively)
64,218
61,858
Inventory
13,726
12,188
9,503
9,893
Other current assets
9,207
8,493
Total current assets
238,508
227,447
Goodwill
12,686
12,749
Other intangibles, net
2,275
2,367
Deferred income tax assets, net
7,045
7,055
Other assets (including amounts related to variable interest entity of $364 and $363 at March 31, 2025 and December 31, 2024, respectively)
22,305
22,365
Total assets
384,378
371,275
Liabilities and equity
Current liabilities:
Trade accounts payable
29,752
31,233
Accrued expenses (including amounts related to variable interest entity of $476 and $502 at March 31, 2025 and December 31, 2024, respectively)
52,497
48,793
Income taxes payable
13,596
9,196
Due to IDT Corporation, net
136
135
Other current liabilities
6,227
6,393
Total current liabilities
117,317
109,812
Other liabilities
2,022
2,959
Total liabilities
196,988
191,724
Commitments and contingencies
—
Equity:
Genie Energy Ltd. stockholders’ equity:
Preferred stock, $0.01 par value; authorized shares—10,000:
Additional paid-in capital
159,981
159,192
Retained earnings
73,178
64,574
Total Genie Energy Ltd. stockholders’ equity
198,006
190,508
Total noncontrolling interests
(10,616
(10,957
Total equity
187,390
179,551
Total liabilities and equity
See accompanying notes to consolidated financial statements.
(in thousands, except per share data)
Revenues:
Electricity
Natural gas
Other
Total revenues
Cost of revenues
Gross profit
Operating expenses:
Selling, general and administrative (i)
Income from operations
Interest income
Interest expense
Other income, net
Income before income taxes
Provision for income taxes
Net income from continuing operations
Net (loss) income attributable to noncontrolling interests, net
Net income attributable to Genie Energy Ltd. common stockholders
Earnings (loss) per share attributable to Genie Energy Ltd. common stockholders:
Earnings per share attributable to Genie Energy Ltd. common stockholders
Weighted-average number of shares used in calculation of earnings per share:
Basic
Diluted
Dividends declared per common share
(i) Stock-based compensation included in selling, general and administrative expenses
Net income
Other comprehensive loss:
Foreign currency translation adjustments
Comprehensive income
Comprehensive loss attributable to noncontrolling interests
Comprehensive income attributable to Genie Energy Ltd.
Genie Energy Ltd. Stockholders
Preferred
Class A
Class B
Additional
Accumulated Other
Non
Stock
Common Stock
Paid-In
Treasury
Comprehensive
Retained
controlling
Total
Shares
Amount
Capital
Income
Earnings
Interests
Equity
GENIE ENERGY LTD.CONSOLIDATED STATEMENTS OF EQUITY(in thousands, except dividend per share) — (Continued)
5
Three Months Ended March 31,
2025
2024
(in thousands)
Operating activities
10,301
8,169
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
235
219
Provision for doubtful accounts receivable
309
729
Inventory valuation allowance
417
Changes in assets and liabilities:
Trade accounts receivable
(2,668
1,093
(1,538
(2,191
Prepaid expenses
390
581
Other current assets and other assets
(209
505
Trade accounts payable, accrued expenses and other liabilities
981
(5,694
1
(25
4,400
2,914
Net cash provided by operating activities
15,349
12,926
Investing activities
Capital expenditures
(1,773
(1,206
)
Proceeds from return of investments
50
Financing activities
Dividends paid
(2,026
(2,121
Net cash used in financing activities
(4,375
(7,730
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
(80
74
Net increase (decrease) in cash, cash equivalents, and restricted cash
8,801
(574
Cash, cash equivalents, and restricted cash (including cash held at discontinued operations) at beginning of period
201,958
165,479
Cash, cash equivalents, and restricted cash (excluding cash held at discontinued operations) at end of period
209,826
162,019
Note 1—Basis of Presentation and Business Changes and Development
The accompanying unaudited consolidated financial statements of Genie Energy Ltd. and its subsidiaries (the “Company” or “Genie”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. The consolidated balance sheet at December 31, 2024 has been derived from the Company’s audited financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. For further information, please refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the U.S. Securities and Exchange Commission (the “SEC”).
The Company owns 100% of Genie Retail Energy (“GRE”) and varied interests in entities that comprise the Genie Renewables ("GREW") segment.
GRE owns and operates retail energy providers (“REPs”), including IDT Energy (“IDT Energy”), Residents Energy (“Residents Energy”), Town Square Energy and Town Square Energy East (collectively, "TSE"), Southern Federal Power ("Southern Federal"), Mirabito Natural Gas (“Mirabito”) and Evergreen Gas & Electric (“Evergreen”). The majority of GRE's REP customers are located in the Eastern and Midwestern United States and Texas. Mirabito supplies natural gas to commercial customers in Florida.
GREW primarily consists of a 95.5% interest in Genie Solar, an integrated solar energy company, a 92.8% interest in CityCom Solar, a marketer of community solar and alternative products and services complimentary to our energy offerings and a 91.5% interest in Diversegy, an energy procurement advisor for industrial, commercial and municipal customers.
Discontinued Operations in Finland and Sweden
Prior to the third quarter of 2022, the Company had a third segment, Genie Retail Energy International, or GRE International, which supplied electricity to residential and small business customers in Scandinavia. However, as a result of volatility in the energy market in Europe, in the third quarter of 2022, the Company decided to discontinue the operations of Lumo Energia Oyj ("Lumo Finland") and Lumo Energi AB ("Lumo Sweden").
The Company accounts for these businesses as discontinued operations, and accordingly, presents the results of operations and related cash flows as discontinued operations. The results of operations and related cash flows are presented as discontinued operations for all periods. Any remaining assets and liabilities of the discontinued operations are presented separately and reflected within assets and liabilities from discontinued operations in the accompanying consolidated balance sheets as of March 31, 2025 and December 31, 2024. Lumo Sweden are continuing to liquidate their remaining receivables and settle any remaining liabilities.
Following the discontinuance of operations of Lumo Finland and Lumo Sweden, GRE International ceased to be a segment and the remaining assets and liabilities and results of continuing operations of GRE International were combined with corporate.
Seasonality and Weather; Climate Change and Volatility in Pricing
The weather and the seasons, among other things, affect GRE’s revenues. Weather conditions have a significant impact on the demand for natural gas used for heating and electricity used for heating and cooling. Typically, colder winters increase demand for natural gas and electricity, and hotter summers increase demand for electricity. Milder winters or summers have the opposite effect. Unseasonal temperatures in other periods may also impact demand levels. Natural gas revenues typically increase in the first quarter due to increased heating demands and electricity revenues typically increase in the third quarter due to increased air conditioning use. Approximately 43.0% and 48.1% of GRE’s natural gas revenues for the relevant years were generated in the first quarters 2024 and 2023, respectively, when demand for heating was highest. Although the demand for electricity is not as seasonal as natural gas (due, in part, to usage of electricity for both heating and cooling), approximately 28.7% and 32.5% of GRE’s electricity revenues were generated in the third quarters of 2024 and 2023 respectively. GRE’s REPs’ revenues and operating income are subject to material seasonal variations, and the interim financial results are not necessarily indicative of the estimated financial results for the full year. In addition, extraordinary weather has and can lead to extreme spikes in the prices of wholesale electricity and natural gas in markets where GRE and other retail providers purchase their supply, or in challenges to the grid or supply markets in affected areas. Such events could have material impacts on our margins and operations.
In addition to the direct physical impact that climate change may have on the Company's business, financial condition and results of operations because of the effect on pricing, demand for our offerings and/or the energy supply markets, we may also be adversely impacted by other environmental factors, including: (i) technological advances designed to promote energy efficiency and limit environmental impact; (ii) increased competition from alternative energy sources; (iii) regulatory responses aimed at decreasing greenhouse gas emissions; and (iv) litigation or regulatory actions that address the environmental impact of our energy products and services.
Note 2—Cash, Cash Equivalents, and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated balance sheet as well as the corresponding amounts reported in the consolidated statements of cash flows:
March 31,
December 31,
Cash and cash equivalents
Restricted cash—short-term
27,178
26,608
Total cash, cash equivalents, and restricted cash
200,644
Restricted cash—short-term includes amounts set aside in accordance with GRE's Amended and Restated Preferred Supplier Agreement with BP Energy Company (“BP”) (see Note 19), Credit Agreement with JPMorgan Chase (see Note 20), Term Loan Agreement with National Cooperative Bank, N.A. ("NCB") (see Note 20) and for the current portion of the insured liability program (see Note 19).
Restricted cash—long-term includes cash of a wholly-owned captive insurance subsidiary (the "Captive"), which is restricted for uses related to the noncurrent portion of the insured liability program (see Note 19).
Included in the cash and cash equivalents as of March 31, 2025 and December 31, 2024 is cash received from Lumo Sweden (see Note 5).
Note 3—Inventories
Inventories consisted of the following:
224
1,333
Renewable credits
13,476
10,800
Solar panels
26
55
Totals
Note 4—Revenue Recognition
Revenue from the single performance obligation to deliver a unit of electricity and/or natural gas is recognized as the customer simultaneously receives and consumes the benefit. Variable quantities in requirements contracts are considered to be options for additional goods and services because the customer has a current contractual right to choose the amount of additional distinct goods to purchase. GRE records unbilled revenues for the estimated amount customers will be billed for services rendered from the time meters were last read to the end of the respective accounting period. The unbilled revenue is estimated each month based on available per day usage data, the number of unbilled days in the period and historical trends.
Incumbent utility companies in most of the service territories in which GRE's REPs operate offer purchase of receivables, or POR, and GRE’s REPs participate in POR programs for a majority of their receivables. The Company estimates variable consideration related to its rebate programs using the expected value method and a portfolio approach. The Company’s estimates related to rebate programs are based on the terms of the rebate program, the customer’s historical electricity and natural gas consumption, the customer’s rate plan, and a churn factor. Taxes that are imposed on the Company’s sales and collected from customers are excluded from the transaction price.
Revenue from sales of solar panels are recognized at a point in time following the transfer of control of the solar panels to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. For sales contracts that contain multiple performance obligations, such as the shipment or delivery of solar modules, the Company allocates the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognize the related revenue as control of each individual product is transferred to the customer, in satisfaction of the corresponding performance obligations.
Genie Solar enters into contracts to identify, develop, and operate solar generation sites to provide solar electricity to its customers. Obligations under solar project contracts consist of a series of tasks and components and accordingly are accounted for as multiple performance obligations. Because the Company’s performance creates and enhances assets that are controlled by and specific to customers, the Company recognizes construction services revenue over time. Revenue for these performance obligations is recognized using the input method based on the cost incurred as a percentage of total estimated contract costs. Due to the significance of the costs associated with solar panels to the total project, our judgment on when such costs should be included in the measure of progress has a material impact on revenue recognition. Contract costs include all direct material and labor costs related to contract performance.
Energy generation revenue is earned from both the sale of electricity generated from operating solar projects and the sale of Solar Energy Credits ("SRECs") which are included in the Other Revenues in the consolidated statement of operations.
Revenue from energy generation is recognized when the Company satisfies the performance obligation, which occurs at the time of the delivery of electricity at the contractual rates.
The Company applies for and receives SRECs in certain jurisdictions for power generated by solar energy systems it owns. There are no direct costs allocated to SRECs upon generation. The Company typically sells SRECs to different customers from those purchasing the energy. The sale of each SREC is a distinct performance obligation satisfied at a point in time and that the performance obligation related to each SREC is satisfied when each SREC is delivered to the customer.
Revenues from sales of solar panels and other solar projects are included under the Other Revenues in the consolidated statements of operations.
Revenues from commissions from selling third-party products to customers, entry and other fees from energy procurement advisory services (which are provided by Diversegy) are recognized at the time the performance obligation is met. The Company's contacts with customers for commission revenue contain a single performance obligation and are satisfied at a point in time. Revenues from commissions are included under the Other Revenues in the consolidated statements of operations.
The Company recognizes the incremental costs of obtaining a contract with a customer as an asset if it expects the benefit of those costs to be longer than one year. The Company determined that certain sales commissions to acquire customers meet the requirements to be capitalized. For GRE, the Company applies a practical expedient to expense costs as incurred for sales commissions to acquire customers as the period would have been one year or less.
Disaggregated Revenues
The following table shows the Company’s revenues disaggregated by pricing plans offered to customers:
Natural Gas
Three Months Ended March 31, 2025
Fixed rate
58,905
6,931
65,836
Variable rate
45,158
21,478
66,636
4,335
104,063
28,409
136,807
Three Months Ended March 31, 2024
52,097
7,429
59,526
37,299
14,969
52,268
7,894
89,396
22,398
119,688
Fixed and variable rate revenues are from GRE. Other revenues are revenues from GREW which includes revenues from solar panels, solar projects and energy generation by Genie Solar, commissions from marketing energy solutions by CityCom Solar and Diversegy.
The following table shows the Company’s revenues disaggregated by non-commercial and commercial channels:
Non-Commercial Channel
86,882
23,376
110,258
Commercial Channel
17,181
5,033
22,214
82,942
16,922
99,864
6,454
5,476
11,930
Contract liabilities
Certain revenue generating contracts at GREW include provisions that require advance payment from customers. These advance payments are recognized as revenue as the Company satisfies the performance obligations to the other party. A portion of the transaction price allocated to the performance obligations to be satisfied in future periods is recognized as a contract liability, which is expected to be satisfied in the next twelve months. Contract liabilities are included in other current liabilities account in the consolidated balance sheets.
The table below reconciles the change in the carrying amount of contract liabilities:
Contract liability, beginning
3,973
5,582
The change in the allowance for doubtful accounts was as follows:
Allowance for doubtful accounts, beginning
8,086
6,574
Note 5—Acquisitions and Discontinued Operations
Consolidation of Roded
In December 2022, the Company, entered into an investment agreement with Roded Recycling Industries Ltd. ("Roded") and its owners to acquire a 45.0% noncontrolling interest in Roded for New Israel Shekel ("NIS") 5.0 million (equivalent to $1.5 million at the date of the transaction). Roded is engaged in business of recycling used plastic materials into usable industrial products. The Company accounts for its ownership interest in Roded using the equity method.
From December 2022 to April 2024, the Company contributed an aggregate of $0.4 million to Roded gradually increasing its interest to a 51.2% controlling interest on April 12, 2024. Prior to April 12, 2024, the net book value of the Company's investment in Roded was $1.3 million. Following the transaction, the Company has control over the activities of Roded.
The Company recorded minimal revenue for Roded in its consolidated statements of operations and comprehensive income for three months ended March 31, 2025. The net income or loss attributable to this acquisition cannot be identified on a stand-alone basis because it is in the process of being integrated into the Company's operations.
The Company conducted a preliminary assessment of assets and liabilities related to the acquisition of Roded. The impact of the acquisition's purchase price allocations on the Company’s consolidated balance sheets and the acquisition date fair value of the total consideration transferred were as follows (amounts in thousands):
Cash and other current liabilities
200
Goodwill was allocated to the GREW segment. Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected revenue and cost synergies of the combined company and assembled workforce. Goodwill recognized as a result of the acquisition is not deductible for income tax purposes.
Acquisition of Solar System Facilities
On November 3, 2023, the Company acquired ten special-purpose entities that own and operate solar system facilities in Ohio and Michigan. The Company paid a total of $7.5 million, including $1.0 million held in escrow which was released in June 2024.
The acquisition is accounted for as asset acquisition and the Company recorded $7.7 million in total purchase price, including $0.2 million of direct transaction costs allocated to solar array assets included in the property and equipment account in the consolidated balance sheets with estimated useful lives of 14 to 30 years.
On November 3, 2023, the Company also signed an agreement to purchase from the sellers of the Ohio and Michigan facilities another special purpose entity that owns and operates a solar system facility in Indiana, for $1.3 million, subject to the satisfaction of certain closing conditions. In February 2024, the purchase of the solar system facility in Indiana was completed. The acquisition has been accounted for as asset acquisition and the Company recorded $1.3 million to solar array assets included in the property and equipment account in the consolidated balance sheets with estimated useful lives of 30 years.
The acquired assets are allocated to the GREW segment.
Lumo Finland and Lumo Sweden Operations
As a result of the sustained volatility of the energy market in Europe, in the third quarter of 2022, the Company decided to discontinue the operations of Lumo Finland and Lumo Sweden. From July 13, 2022 to July 19, 2022, the Company entered into a series of transactions to sell most of the electricity swap instruments held by Lumo Sweden. The sale price has been fixed and is expected to continue to be settled monthly based on the monthly commodity volume specified in the instruments from September 2022 to March 2025.
The Company determined that the discontinuation of operations of Lumo Finland and Lumo Sweden represented a strategic shift that would have a major effect on the Company's operations and financial statements and accordingly, the results of operations and related cash flows are presented as discontinued operations for all periods presented. The assets and liabilities of the discontinued operations are presented separately and reflected within assets and liabilities from discontinued operations in the accompanying consolidated balance sheets as of March 31, 2025 and December 31, 2024. Lumo Sweden is continuing to liquidate its remaining receivables and to settle any remaining liabilities.
In November 2022, Lumo Finland declared bankruptcy and the administration of Lumo Finland was transferred to the Lumo Administrators. All assets and liabilities of Lumo Finland remain with Lumo Finland, in which Genie retains its equity ownership interest, however, the management and control of Lumo Finland were transferred to the Lumo Administrators. Since the Company lost control of the management of Lumo Finland in favor of the Lumo Administrators, the accounts of Lumo Finland were deconsolidated effective November 9, 2022.
The following table represents summarized balance sheet information of assets and liabilities of the discontinued operations of Lumo Sweden:
December 31, 2024
Cash
933
1,314
Receivables from the settlement of derivative contract—current
794
2,280
Current assets of discontinued operations
1,727
3,594
Liabilities
Accounts payable and other current liabilities
2,720
Current liabilities of discontinued operations
3,486
3,378
The summary of the results of operations of the discontinued operations of Lumo Sweden were as follows:
Other (loss) income, net
Net loss from discontinued operations, net of taxes
The following table presents a summary of cash flows of the discontinued operations of Lumo Sweden:
Net loss
Non-cash items
Changes in assets and liabilities
Cash flows provided by operating activities of discontinued operations
Prior to being treated as discontinued operations or being deconsolidated, the assets and liabilities of Lumo Finland and Lumo Sweden were included in the (former) GRE International segment.
On November 8, 2023, the Lumo Administrators, acting on behalf of the Bankruptcy Estate, filed a claim in the District Court of Helsinki against Genie Nordic, a wholly owned subsidiary of the Company and the parent company of Lumo Finland, its directors, officers and affiliates, in which it alleges that the gain from the sale of swap instruments owned by Lumo Sweden amounting to €35.2 million (equivalent to $38.1 million as of March 31, 2025) belongs to the Bankruptcy Estate. The Bankruptcy Estate filed an additional claim with the District Court on May 27, 2024 against Lumo Sweden for €4.8 million (equivalent to $5.2 million as of March 31, 2025), also alleging that the gain from the sale of the swap instruments belongs to the Bankruptcy Estate, bringing the aggregate sum of claims related to the gain from sale of swap instruments to €40.0 million (equivalent to $43.3 million as of March 31, 2025). The Company believes that the Lumo Administrators' position is without merit, and is vigorously defending its position.
The Lumo Administrators filed a claim against one of Lumo Finland’s suppliers, seeking to recover payments made by Lumo Finland amounting to €4.2 million (equivalent to $4.5 million as of March 31, 2025) prior to the bankruptcy. The Lumo Administrators has also filed a recovery claim jointly against the Company and the supplier amounting to €1.6 million (equivalent to $1.7 million as of March 31, 2025) alleging that a portion of the payment by Lumo Finland effectively reduced the Company's liability under the terms of a previously supplied parental guarantee (this €1.6 million is included within and not additive to the €4.2 million). The Lumo Administrators alleges that the payments represented preferential payments and therefore belong to the bankruptcy estate which are recoverable under the laws of Finland. The Company is challenging the Lumo Administrator's claims.
The Company believes that the maximum exposure for these cases would likely be limited by the potential amount of the customers' claims in the bankruptcy case. Based on the progress made in assessing those claims, the Company expects those claims to be in the range of €2.0 million and €4.0 million. Although the Company does not believe that it is legally obligated to pay anything, given the likelihood of negotiating a settlement to minimize further costs of challenging the claims, the Company recognized an estimated loss of €2.5 million (equivalent to $2.6 million at the date of the transaction) recorded in the fourth quarter of 2024. The estimated loss was included in the loss from discontinued operations, net account in the consolidated statement of operations for the year ended December 31, 2024.
Note 6—Fair Value Measurements
The following table presents the balance of assets and liabilities measured at fair value on a recurring basis:
Level 1 (1)
Level 2 (2)
Level 3 (3)
March 31, 2025
Assets:
Derivative contracts
1,852
Liabilities:
229
868
473
(1) – quoted prices in active markets for identical assets or liabilities
(2) – observable inputs other than quoted prices in active markets for identical assets and liabilities
(3) – no observable pricing inputs in the market
The Company’s derivative contracts consist of natural gas and electricity put and call options and swaps. The underlying asset in the Company’s put and call options is a forward contract. The Company’s swaps are agreements whereby a floating (or market or spot) price is exchanged for a fixed price over a specified period.
The Company did not have any transfers of assets or liabilities between Level 1, Level 2 or Level 3 of the fair value measurement hierarchy during the three months ended March 31, 2025 or 2024.
Fair Value of Other Financial Instruments
The estimated fair value of the Company’s other financial instruments was determined using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting this data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange.
Restricted cash—short-term, trade receivables, due to IDT Corporation, other current assets and other current liabilities. At March 31, 2025 and December 31, 2024, the carrying amounts of these assets and liabilities approximated fair value. The fair value estimate for restricted cash—short-term was classified as Level 1. The carrying value of other current assets, due to IDT Corporation, and other current liabilities approximated fair value.
Other assets. At March 31, 2025 and December 31, 2024, other assets included notes receivable. At March 31, 2025, the carrying amount of the notes receivable approximated fair value. The fair values were estimated based on the Company’s assumptions, and were classified as Level 3 of the fair value hierarchy.
The primary non-recurring fair value estimates typically are in the context of goodwill impairment testing, which involves Level 3 inputs, and asset impairments (Note 10) which utilize Level 3 inputs.
Concentration of Credit Risks
The Company holds cash, cash equivalents, and restricted cash at several major financial institutions, which may exceed Federal Deposit Insurance Corporation insured limits. Historically, the Company has not experienced any losses due to such concentration of credit risk. The Company’s temporary cash investments policy is to limit the dollar amount of investments with any one financial institution and monitor the credit ratings of those institutions. While the Company may be exposed to credit losses due to the nonperformance of the holders of its deposits, the Company does not expect the settlement of these transactions to have a material effect on its results of operations, cash flows or financial condition.
Utility companies offer purchase of receivable, or POR, programs in most of the service territories in which GRE operates. GRE’s REPs reduce its customer credit risk by participating in POR programs for a majority of its receivables. In addition to providing billing and collection services, utility companies purchase those REPs’ receivables and assume all credit risk without recourse to those REPs. Certain of the utility companies represent significant portions of the Company's consolidated revenues and consolidated trade accounts receivable balance.
The following table summarizes the percentage of consolidated trade receivable by customers that equal or exceed 10.0% of consolidated net trade receivables at March 31, 2025 and December 31, 2024 (no other single customer accounted for 10.0% or greater of the consolidated net trade receivable as March 31, 2025 or December 31, 2024):
Customer A
10.4
%
13.2
The following table summarizes the percentage of revenues by customers that equal or exceed 10.0% of consolidated revenues for the three months ended March 31, 2025 and 2024 (no other single customer accounted for 10.0% or greater of the consolidated revenues in these periods):
Customer A is a utility company offering POR program.
Note 7—Derivative Instruments
The primary risk managed by the Company using derivative instruments is commodity price risk, which is accounted for in accordance with Accounting Standards Codification 815 — Derivatives and Hedging. Natural gas and electricity put and call options and swaps are entered into as hedges against unfavorable fluctuations in market prices of natural gas and electricity. The Company does not apply hedge accounting to these options or swaps, therefore the changes in fair value are recorded in earnings. By using derivative instruments to mitigate exposures to changes in commodity prices, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk. The Company minimizes the credit or repayment risk in derivative instruments by entering into transactions with high-quality counterparties. At March 31, 2025, GRE’s swaps and options were traded on the Intercontinental Exchange.
The summarized volume of GRE’s outstanding contracts and options at March 31, 2025 was as follows (MWh – Megawatt hour and Dth – Decatherm):
Settlement Dates
Volume
Electricity (in MWH)
Gas (in Dth)
The fair value of outstanding derivative instruments recorded in the accompanying consolidated balance sheets were as follows:
Asset Derivatives
Balance Sheet Location
Derivatives not designated or not qualifying as hedging instruments:
Total derivatives not designated or not qualifying as hedging instruments — Assets
1,853
Liability Derivatives
Total derivatives not designated or not qualifying as hedging instruments — Liabilities
(1) The Company classifies derivative assets and liabilities as current based on the cash flows expected to be incurred within the following 12 months.
The effects of derivative instruments on the consolidated statements of operations was as follows:
Amount of Gain (Loss) Recognized on Derivatives
Derivatives not designated or not qualifying as
Location of Gain Recognized
hedging instruments
on Derivatives
Energy contracts and options
Other assets consisted of the following:
Security deposit
8,859
8,562
Investment property
Other assets
2,070
2,069
Location in Balance Sheet
Measurement
Rafael Holdings, Inc.
Quoted market price
PRI Fuel Supply Ltd.
374
Balance, beginning of period
10,634
Purchase
Distribution
(50
Balance, end of period
In July 2024, the Company acquired an interest in an investment property with an aggregate cost of $3.6 million. The investment property was acquired through a subsidiary in which the Company holds a 51.0% interest with the remaining 49.0% held by Howard Jonas, a related party (see Note 17). The Company paid $1.8 million to the seller and signed a note payable to the seller for $1.8 million, payable in full on February 1, 2026. The note payable carries a 5.0% interest rate payable in full on February 1, 2026. In the third quarter 2024, Howard Jonas, reimbursed the Company $0.9 million, representing the purchase price for his 49.0% share in the investment property and is included in the noncontrolling interest in the consolidated balance sheets. The Company recognized a receivable of $0.9 million related to Howard Jonas' 49.0% share in the notes payable and is included in the noncontrolling interests section of the consolidated balance sheets. At March 31, 2025 and December 31, 2024, $3.9 million was outstanding under the note payable with an effective interest rate of 5.0%.
For the three months ended March 31, 2025, Howard Jonas contributed nominal amount towards developing the investment property. At March 31, 2025 and December 31, 2024, Howard Jonas' share in the investment property was diluted to 37.9% and 44.1%, respectively, resulting from additional investments by the Company in the investment property.
20
Note 10—Goodwill and Other Intangible Assets
The table below reconciles the change in the carrying amount of goodwill for the period from January 1, 2025 to March 31, 2025:
GRE
Balance at January 1, 2025
9,998
Balance at March 31, 2025
The table below presents information on the Company’s other intangible assets:
Weighted Average Amortization Period
Gross Carrying Amount
Accumulated Amortization
Net Balance
Patents and trademarks
3,510
(1,629
1,881
Customer relationships
9.0 years
1,100
(927
173
Licenses
10.0 years
479
(258
221
5,089
(2,814
Patent and trademark
18.1 years
(1,580
1,930
(896
204
(246
233
(2,722
Amortization expense of intangible assets was $0.1 million for each of the three months ended March 31, 2025 and 2024, respectively. The Company estimates that amortization expense of intangible assets will be $0.3 million, $0.3 million, $0.3 million, $0.2 million, $0.2 million and $1.0 million for the remainder of 2025, and for 2026, 2027, 2028, 2029 and thereafter, respectively.
Note 11—Accrued Expenses and Other Current Liabilities
Accrued expenses consisted of the following:
Renewable energy
36,651
30,441
Liability to customers related to promotions and retention incentives
9,632
9,474
Other accrued expenses
3,785
4,012
Total accrued expenses
Other current liabilities consisted of the following:
4,241
Others
1,697
1,769
Total other current liabilities
ROU Assets
803
Current portion of operating lease liabilities
122
759
881
Remainder of 2025
158
2026
105
Total future lease payments
2,289
Less imputed interest
1,408
Total operating lease liabilities
Note 13—Equity
Dividend Payments
The following table summarizes the quarterly dividends declared and paid by the Company on its Class A and Class B common stock during the three months ended March 31, 2025 (in thousands, except per share amounts):
Declaration Date
Dividend Per Share
Aggregate Dividend Amount
Record Date
Payment Date
On May 5, 2025, the Company’s Board of Directors declared a quarterly dividend of $0.0750 per share on its Class A common stock and Class B common stock for the first quarter of 2025. The dividend will be paid on or about May 30, 2025 to stockholders of record as of the close of business on May 19, 2025.
Stock Repurchases and Redemption; Treasury Shares
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. In the three months ended March 31, 2025, the Company acquired 127,263 Class B common stock under the stock purchase program for an aggregate amount of $1.9 million. In the three months ended March 31, 2024, the Company acquired 250,000 Class B common stock under the stock purchase program for an aggregate amount of $4.1 million. At March 31, 2025, 3.9 million shares of Class B common stock remained available for repurchase under the stock repurchase program.
As of March 31, 2025 and December 31, 2024, there were 4.0 million and 3.8 million outstanding shares of Class B common stock held in the Company's treasury, respectively, with a cost basis of $39.8 million and $37.5 million, respectively, at a weighted average cost per share of $9.99 and $9.79, respectively.
Exercise of Stock Options
There are no exercises of options to purchase any of the Company's common stock in the three months ended March 31, 2025.
In February 2024, Howard S. Jonas exercised options to purchase 126,176 shares of Class B common stock through a cashless exercise and the Company issued 49,632 Class B common stock to Howard S. Jonas with the remaining 76,544 Class B common stock used for payment of the exercise price or retained by the Company to satisfy withholding tax obligations in connection to the exercise of the options.
At March 31, 2025, there were no outstanding options to purchase the Company's common stock.
Purchase of Equity of Subsidiary
In February 2024, the Company purchased from a certain investor a 0.5% equity interest in Genie Energy International Corporation ("GEIC"), which holds the Company's interest in its operating subsidiaries for $1.2 million. Following this transaction, GEIC is a wholly owned subsidiary of the Company.
Stock-Based Compensation
On March 8, 2021, the Board of Directors adopted the Company's 2021 Stock Option and Incentive Plan (the "2021 Plan"), subject to the approval of the Company's stockholders. In May 2021, the 2021 Plan became effective and replaced the 2011 Stock Option and Incentive Plan. The 2021 Plan provides incentives to executives, employees, directors and consultants of the Company. Incentives available under the 2021 Plan provide for grants of stock options, stock appreciation rights, limited stock appreciation rights, deferred stock units, and restricted stock. The Plan is administered by the Compensation Committee of the Company’s Board of Directors. The maximum number of shares initially reserved for the grant of awards under the 2021 Plan is 1.0 million shares of Class B Common Stock. On May 10, 2023, the Company's stockholders approved an amendment to the 2021 Plan that, among other things, increased the number of shares of the Company’s Class B common stock available for the grant of awards thereunder by 0.5 million shares of Class B Common Stock.
In February 2022, the Company granted certain employees and members of its Board of Directors an aggregate of 290,000 deferred stock units which were eligible to vest in two tranches contingent upon the achievement of a specified thirty-day average closing price of the Company's Class B common stock within a specified period of time (the "2022 market conditions") and the satisfaction of service-based vesting conditions. Each deferred stock unit entitled the recipient to receive, upon vesting, up to two shares of Class B common stock of the Company depending on market conditions. The Company used a Monte Carlo simulation model to estimate the grant-date fair value of the awards. Assumptions and estimates utilized in the model include the risk-free interest rate, dividend yield, expected stock volatility based on a combination of the Company’s historical stock volatility. In the second quarter of 2022, the 2022 market conditions were partially achieved and the Company issued 290,000 shares of its restricted Class B common stock. In February 2023, the remaining portion of the 2022 market conditions was achieved and the Company issued an additional 290,000 restricted shares of its Class B common stock in May 2023. The restricted shares issued are subject to service-based vesting conditions as described above.
As of March 31, 2025, there was a nominal amount of unrecognized stock-based compensation costs related to outstanding and unvested equity-based grants. These costs are expected to be recognized over a weighted-average period of approximately 0.3 years.
Note 14—Variable Interest Entity
Citizens Choice Energy, LLC (“CCE”) is a REP that resells electricity and natural gas to residential and small business customers in the State of New York. The Company does not own any interest in CCE. Since 2011, the Company has provided CCE with substantially all of the cash required to fund its operations. The Company determined that it has the power to direct the activities of CCE that most significantly impact its economic performance and it has the obligation to absorb losses of CCE that could potentially be significant to CCE on a stand-alone basis. The Company therefore determined that it is the primary beneficiary of CCE, and as a result, the Company consolidates CCE within its GRE segment. The net income or loss incurred by CCE was attributed to noncontrolling interests in the accompanying consolidated statements of operations.
Net loss related to CCE and aggregate net funding provided by the Company were as follows:
Aggregate (funding provided by) distributions paid to the Company, net
92
Summarized combined balance sheet amounts related to CCE was as follows:
Cash, cash equivalents and restricted cash
425
313
255
250
Prepaid expenses and other current assets
132
318
364
363
1,176
1,244
Liabilities and noncontrolling interests
Current liabilities
561
645
Due to IDT Energy
4,862
4,622
Noncontrolling interests
(4,247
(4,023
Total liabilities and noncontrolling interests
The assets of CCE may only be used to settle obligations of CCE, and may not be used for other consolidated entities. The liabilities of CCE are non-recourse to the general credit of the Company’s other consolidated entities.
On April 24, 2025, GRE entered into an Equity Purchase Agreement with Tari Corporation to acquire a 100% interest in CCE for $1.00 and the forgiveness of all intercompany payables of CCE to the Company.
Note 15—Income Taxes
The following table provides a summary of Company's effective tax rate:
Reported tax rate
The reported tax rates for the three months ended March 31, 2025 increased compared to the same period in 2024. The increase is mainly from the change in the mix of tax rates in the jurisdictions where the Company earned taxable income as well as the nature of certain deductions.
Note 16—Earnings Per Share
Basic earnings per share is computed by dividing net income or loss attributable to all classes of common stockholders of the Company by the weighted average number of shares of all classes of common stock outstanding during the applicable period. Diluted earnings per share is computed in the same manner as basic earnings per share, except that the number of shares is increased to include restricted stock still subject to risk of forfeiture and to assume exercise of potentially dilutive stock options using the treasury stock method, unless the effect of such increases is anti-dilutive.
The weighted-average number of shares used in the calculation of basic and diluted earnings per share attributable to the Company’s common stockholders consists of the following:
26,338
26,790
26,612
27,298
There were no other instruments excluded from the computation of diluted earnings per share for each of the three months ended March 31, 2025 and 2024.
Note 17—Related Party Transactions
In the third quarter of 2024, Howard Jonas contributed $0.9 million to a majority-owned subsidiary of a Company, related to an acquisition of an investment property (see Note 9—Investments).
On November 2, 2023, the Company made a charitable donation to the Genie Energy Charitable Foundation (the "Genie Foundation") by issuing 50,000 shares of Class B common stock from its treasury with on the date of the donation of approximately $1.0 million. On April 17, 2024, the Company repurchased the 50,000 shares of Class B common stock from the Genie Foundation for $0.8 million. The Company is the sole member of the Genie Foundation and the Company's Chief Executive Officer and Chief Financial Officer serve as members of the board of directors of the Genie Foundation.
On December 7, 2020, the Company invested $5.0 million to purchase 218,245 shares of Class B common stock of Rafael Holdings, Inc. ("Rafael"). Rafael, a publicly-traded company, is also a related party. Rafael is a former subsidiary of IDT that was spun off from IDT in March 2018. Howard S. Jonas is the Executive Chairman and Chairman of the Board of Directors of Rafael and is slated to become Chief Executive Officer of Rafael on June 1, 2025. In connection with the purchase, Rafael issued to the Company warrants to purchase an additional 43,649 shares of Rafael's Class B common stock with an exercise price of $22.91 per share. The warrants had a term expiring on June 6, 2022. The Company exercised the warrants in full on March 31, 2021 for a total exercise price of $1.0 million. In March 2023, the Company sold 195,501 shares of Class B common stock of Rafael for $0.3 million. In the second quarter of 2023, the Company acquired 150,000 Class B common stock of Rafael for $0.3 million. For the three months ended March 31, 2025 and 2024 the Company recognized a losses of a nominal amount and $0.1 million, respectively, in connection with the investment. At March 31, 2025, the Company holds 216,393 shares of Class B common stock of Rafael with a carrying value of $0.4 million. The Company does not exercise significant influence over the operating or financial policies of Rafael.
The Company was formerly a subsidiary of IDT Corporation (“IDT”). On October 28, 2011, the Company was spun-off by IDT. The Company entered into various agreements with IDT prior to the spin-off including an agreement for certain services to be performed by the Company and IDT. The Company also provides specified administrative services to certain of IDT’s foreign subsidiaries. Howard Jonas is the Chairman of the Board of IDT.
The charges for services provided by IDT to the Company, net of the charges for the services provided by the Company to IDT, are included in “Selling, general and administrative” expense in the consolidated statements of operations.
Amount IDT charged the Company
256
218
Amount the Company charged IDT
37
36
The following table presents the balance of receivables and payables to IDT:
Due to IDT
156
155
Due from IDT
The Company obtains insurance policies from several insurance brokers, one of which is IGM Brokerage Corp. (“IGM”). IGM is owned by the mother of Howard S. Jonas and Joyce Mason, who is a Director and Corporate Secretary of the Company. Jonathan Mason, husband of Joyce Mason and brother-in-law of Howard S. Jonas, provides insurance brokerage services via IGM. Based on information the Company received from IGM, the Company believes that IGM received commissions and fees from payments made by the Company (including payments from third party brokers). The Company paid IGM a $0.4 million in 2024 related to premium of various insurance policies that were brokered by IGM. There was no outstanding payable to IGM as of March 31, 2025. Neither Howard S. Jonas nor Joyce Mason has any ownership or other interest in IGM other than via the familial relationships with their mother and Jonathan Mason.
The Company has two reportable business segments: GRE and GREW. GRE owns and operates REPs, including IDT Energy, Residents Energy, TSE, Southern Federal and Evergreen Energy, Mirabito. Its REP businesses resell electricity and natural gas to residential and small business customers in the Eastern and Midwestern United States and Texas. GREW develops, constructs and operates utility-scale solar energy projects, distributes solar panels, offers energy procurement and advisory services and also markets alternative products and services complementary to is energy offerings. Corporate costs include unallocated compensation, consulting fees, legal fees, business development expenses and other corporate-related general and administrative expenses. Corporate does not generate any revenues, nor does it incur any cost of revenues.
The Company’s reportable segments are distinguished by types of service, customers and methods used to provide their services. The operating results of these business segments are regularly reviewed by the Company’s chief operating decision-maker, the chief executive officer.
The accounting policies of the segments are the same as the accounting policies of the Company as a whole. The Company evaluates the performance of its business segments based primarily on income (loss) from operations. There are no significant asymmetrical allocations to segments.
Operating results for the business segments of the Company were as follows:
GREW
Corporate
Total assets for the business segments of the Company were as follows
Total assets:
217,952
40,193
126,233
The total assets of corporate segment includes the total assets of discontinued operations of Lumo Finland and Lumo Sweden with aggregate net book value of $6.3 million and $8.1 million at March 31, 2025 and December 31, 2024, respectively.
Note 19 — Commitments and Contingencies
Legal Proceedings
On September 29, 2023, the Attorney General of the State of Illinois filed a complaint against Residents Energy in the Circuit Court of Cook County, Illinois, Chancery Division. The Complaint alleges several counts of violations of the Illinois Consumer Fraud and Deceptive Business Practices Act, 815 ILCS 505/1 et seq., and the Illinois Telephone Solicitations Act, 815 ILCS 413/1 et seq., in connection with Residents Energy’s marketing practices, and seeks monetary damages to redress any resulting losses alleged to have been incurred by customers, civil penalties for certain alleged violations in the amount of $50.0 thousand per violation, and other forms of injunctive and equitable relief to prevent future violations. The Company denies these allegations and intends to vigorously defend itself against any and all claims. As of March 31, 2025, there is insufficient basis to deem any loss probable or to assess the amount of any possible loss. For the three months ended March 31, 2025 and 2024, Resident Energy’s gross revenues from sales in Illinois were $8.1 million and $12.5 million, respectively.
The Company may from time to time be subject to legal proceedings that arise in the ordinary course of business. Although there can be no assurance in this regard, the Company does not expect any of those legal proceedings to have a material adverse effect on the Company’s results of operations, cash flows or financial condition.
Refer to Note 5—Acquisitions and Discontinued Operations, for discussion related to the administration of Lumo Finland.
Agency and Regulatory Proceedings
From time to time, the Company receives inquiries or requests for information or materials from public utility commissions or other governmental regulatory or law enforcement agencies related to investigations under statutory or regulatory schemes, and the Company responds to those inquiries or requests. The Company cannot predict whether any of those matters will lead to claims or enforcement actions or whether the Company and the regulatory parties will enter into settlements before a formal claim is made.
Other Commitments
Purchase Commitments
The Company had future purchase commitments of $159.4 million at March 31, 2025, of which $147.1 million was for future purchase of electricity. The purchase commitments outstanding as of March 31, 2025 are expected to be paid as follows:
102,839
47,905
2027
8,652
Thereafter
Total payments
159,396
In the three months ended March 31, 2025, the Company purchased $44.6 million and $2.3 million of electricity and renewable energy credits, respectively, under these purchase commitments. In the three months ended March 31, 2024, the Company purchased $34.0 million and $4.9 million of electricity and renewable energy credits, respectively, under these purchase commitments.
Renewable Energy Credits
GRE must obtain a certain percentage or amount of its power supply from renewable energy sources in order to meet the requirements of renewable portfolio standards in the states in which it operates. This requirement may be met by obtaining renewable energy credits that provide evidence that electricity has been generated by a qualifying renewable facility or resource. At March 31, 2025, GRE had commitments to purchase renewable energy credits of $12.3 million.
Captive Insurance Subsidiary
In December 2023, the Company established the Captive insurance company with the primary purpose of enhancing the Company's risk financing strategies. The Captive insures against certain risks unique to the operations of the Company and its subsidiaries for which insurance may not be currently available or economically feasible in today's insurance marketplace. The covered risks are both current and related to historical business activities.
The Company, with input from external experts, estimated the expected ultimate cost of: 1) claims defense cost, settlements and penalties resulting from insured risk, and 2) stranded risk which includes economic losses due to regulatory restrictions or unanticipated reduction of demand, as well as the level cost associated with contesting such restrictions.
In the fourth quarter of 2024, the Company expanded its self-insurance risk management strategy to cover additional risk related to its current and historical business operations. The coverage is being provided on an occurrence basis, with an initial policy that reflects 1) exposure, for occurrences in the year prior to implementation, to claims made subsequent to program inception, to the extent recoveries were still possible under relevant statutes of limitation, and 2) exposure for annual periods commencing with implementation of the program.
In assessing the loss contingency, the Company estimated the magnitude and frequency of expected loss based on the Company's activities. A range of margins was selected so that the cumulative expenses plus risk of losses over a given number of years equal the expected magnitude. This produced a range of annual premium options for the protective period. The contribution of a priori expected plus risk margin losses from each of these periods is multiplied by a current remaining probability factor, which recognizes the relative likelihood that a claim will still be brought subsequent to program inception. These are added together to obtain estimated required reserves and required premiums (net of expenses) at program inception-related exposure prior to program inception.
The amount of the expected loss liability for each risk is based on an analysis performed by a third-party actuary which assumed historical patterns. The key assumptions used in developing these estimates are subject to variability
In the fourth quarter of 2024, the Company paid a $39.6 million premium to the Captive recognized as restricted cash in the consolidated balance sheet. At March 31, 2025, the balance of short-term and long-term restricted cash and cash equivalents of the Captive are $19.2 million and $70.1 million, respectively. At December 31, 2024, the balance of short-term and long-term restricted cash of Captive were $18.8 million and $69.6 million, respectively. The Captive must maintain a sufficient level of cash to fund future reserve payments and secure the Captive's liabilities, particularly those related to insured risks. The Captive has restricted alternative investments included in other current assets and other assets in the consolidated balance sheets (see Note 9). The Company also recognized a $0.6 million and $1.0 million provision for captive insurance liability for the three months ended March 31, 2025 and 2024, respectively, related to the Captive's exposure for the insured risks.
The table below reconciles the change in the current and noncurrent captive insurance liabilities for three months ended March 31, 2025 (in thousands):
Current and noncurrent captive insurance liabilities, beginning
78,700
The captive insurance liability outstanding at March 31, 2025 is expected to be paid as follows (in thousands).
6,927
10,861
8,590
2028
6,729
2029
5,927
40,311
79,345
Performance Bonds and Unused Letters of Credit
GRE has performance bonds issued through a third party for certain utility companies and for the benefit of various states in order to comply with the states’ financial requirements for REPs. At March 31, 2025, GRE had aggregate performance bonds of $27.5 million outstanding and $1.0 million of unused letters of credit.
BP Energy Company Preferred Supplier Agreement
Certain of GRE’s REPs are party to an Amended and Restated Preferred Supplier Agreement with BP, which is to be in effect through November 30, 2026. Under the agreement, the REPs purchase electricity and natural gas at market rate plus a fee. The obligations to BP are secured by a first security interest in deposits or receivables from utilities in connection with their purchase of the REPs’ customer’s receivables, and in any cash deposits or letters of credit posted in connection with any collateral accounts with BP. The ability to purchase electricity and natural gas under this agreement is subject to satisfaction of certain conditions including the maintenance of certain covenants. At March 31, 2025, the Company was in compliance with such covenants. At March 31, 2025, restricted cash—short-term of $1.2 million and trade accounts receivable of $69.4 million were pledged to BP as collateral for the payment of trade accounts payable to BP of $23.0 million at March 31, 2025.
Note 20—Debt
Term Loan
On November 18, 2024, the Company, through its subsidiary, SUT Holdings, LLC entered into a Term Loan Agreement with NCB for $7.4 million (the "Term Loan"). The principal amount is payable in installments every January 1, July 1 and October 1 of each year starting on July 1, 2025. Below is the summary of the principal payments per year (in thousands):
399
418
Total term loan
7,425
Noncurrent portion of term loan
7,092
Interest is accrued on the unpaid balance is payable on each January 1, April 1, July 1 and October 1 calculated using the 3-Month Term Secured Overnight Financing Rate ("SOFR") published by CME Group Benchmark Administration plus a margin of 2.0% computed on the basis of actual number of days elapsed over 360 days. The Company paid NCB a nonrefundable commitment fee equal to 1.0% of the total principal amount equivalent to $0.1 million. The Company has the right to prepay the Term Loan in whole or in part at any time as permitted under specific terms in the Term Loan Agreement. The Term Loan is secured by the Company's operating solar systems located in Ohio, Indiana and Michigan. The Term Loan is subject to various financial and negative covenants and at March 31, 2025 the Company was in compliance with all such covenants.
The Company capitalized $0.1 million in 2024 in connection with the Term Loan. At March 31, 2025 and December 31, 2024, there was $7.4 million outstanding under the Term Loan at a weighted average interest rate of 6.3% and 6.5%, respectively.
The Company also entered into a Cash Management Agreement with NCB to manage the cash flows of the operations of collateralized solar projects. The Cash Management Agreement also provided certain restriction on certain cash accounts specified in the agreements. At March 31, 2025 and December 31, 2024, aggregate of $0.5 million and $0.4 million, respectively, are deposited in NCB and are subject to certain restrictions.
Credit Agreement with JPMorgan Chase Bank
On December 13, 2018, the Company entered into a Credit Agreement with JPMorgan Chase Bank (the “Credit Agreement”). On October 25, 2024, the Company entered into the fourth amendment of the existing Credit Agreement to extend the maturity date to December 31, 2025. The aggregate available borrowing amount was reduced to a $3.0 million credit line facility (the “Credit Line”). The Company pays a commitment fee of 0.1% per annum on the unused portion of the Credit Line as specified in the Credit Agreement. The borrowed amounts will be in the form of letters of credit which will bear interest of 1.0% per annum. The Company will also pay a fee for each letter of credit that is issued equal to the greater of $500 or 1.0% of the original maximum available amount of the letter of credit. The Company agreed to deposit cash in a money market account at JPMorgan Chase Bank as collateral for the line of credit equal to $3.1 million. As of March 31, 2025, there are $0.7 million in letters of credit issued by JP Morgan Chase Bank. At March 31, 2025, the cash collateral of $3.0 million was included in restricted cash—short-term in the consolidated balance sheet.
Note 21—Recently Issued Accounting Standards
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 will require public entities to disclose on an annual basis a tabular reconciliation using both percentages and amounts, broken out into specific categories with certain reconciling items at or above 5% of the statutory (i.e. expected) tax further broken out by nature and/or jurisdiction. The new provisions require all entities to disclose on an annual basis the amount of income taxes paid (net of refunds received), disaggregated between federal (national), state/local and foreign, and amounts paid to an individual jurisdiction when 5% or more of the total income taxes paid. The new provisions are required to be applied on a prospective basis; retrospective application is permitted. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. Although the new standard only requires additional disclosures, the Company is in the process of determining the impact of this guidance to its income tax disclosures.
In November 2024, the FASB issued ASU 2024-03 Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 will require additional disclosures in the notes to financial statements related to disaggregated information about specific categories underlying certain income statement expense line items that are considered relevant, which include items such as the purchase of inventory, employee compensation, depreciation, and intangible asset amortization. The guidance is effective for annual periods beginning after December 15, 2026. Early adoption is permitted. Adoption of this guidance will result in additional disclosure, but will not impact our consolidated financial position, results of operations, or cash flows.
The following information should be read in conjunction with the accompanying consolidated financial statements and the associated notes thereto of this Quarterly Report, and the audited consolidated financial statements and the notes thereto and our Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2024 (the "2024 Form 10-K"), as filed with the U.S. Securities and Exchange Commission (or SEC).
As used below, unless the context otherwise requires, the terms “the Company,” “Genie,” “we,” “us,” and “our” refer to Genie Energy Ltd., a Delaware corporation, and its subsidiaries, collectively.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements that contain the words “believes,” “anticipates,” “expects,” “plans,” “intends,” and similar words and phrases. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the results projected in any forward-looking statement. In addition to the factors specifically noted in the forward-looking statements, other important factors, risks and uncertainties that could result in those differences include, but are not limited to, those discussed below under Part II, Item IA and under Item 1A to Part I “Risk Factors” in the 2024 Form 10-K. The forward-looking statements are made as of the date of this report and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Investors should consult all of the information set forth in this report and the other information set forth from time to time in our reports filed with the SEC pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934, including the 2024 Form 10-K.
Overview
We are comprised of Genie Retail Energy ("GRE") and Genie Renewables ("GREW").
GRE owns and operates retail energy providers ("REPs"), including IDT Energy, Residents Energy, Town Square Energy ("TSE"), Southern Federal and Mirabito Natural Gas and Evergreen Gas & Electric. GRE's REPs' businesses resell electricity and natural gas primarily to residential and small business customers, with the majority of the customers in the Eastern and Midwestern United States and Texas.
GREW primarily consists of a 95.5% interest in Genie Solar, an integrated solar energy company that develops, constructs and operates utility-scale solar energy projects, a 92.8% interest in CityCom Solar, a marketer of community solar and alternative products and services complimentary to our energy offerings, and a 96.0% interest in Diversegy, our energy procurement advisor for industrial, commercial and municipal customers.
As part of our ongoing business development efforts, we seek out new opportunities, which may include complementary operations or businesses that reflect horizontal or vertical expansion from our current operations. Some of these potential opportunities are considered briefly and others are examined in further depth. In particular, we seek out acquisitions to expand the geographic scope and size of our REP businesses.
As a result of volatility in the energy market in Europe, in the third quarter of 2022, we decided to discontinue the operations of Lumo Energia Oyj ("Lumo Finland") and Lumo Energi AB ("Lumo Sweden"). In July 2022, the Company entered into a series of transactions to sell most of the electricity swap instruments held by Lumo Sweden. The sale price is to be settled monthly based on the monthly commodity volume specified in the instruments from September 2022 to March 2025.
We account for these businesses as discontinued operations and accordingly, present the results of operations and related cash flows as discontinued operations for all periods presented. Any remaining assets and liabilities of the discontinued operations are presented separately and are reflected within assets and liabilities from discontinued operations in the accompanying consolidated balance sheets as of March 31, 2025 and December 31, 2024. Lumo Sweden are continuing to liquidate its remaining receivables and to settle any remaining liabilities.
On November 7, 2022, Lumo Finland filed a petition for bankruptcy, which was approved by the Helsinki District Court on November 9, 2022. The administration of Lumo Finland was transferred to the Lumo Administrators. All assets and liabilities of Lumo Finland remain with Lumo Finland, in which we retain our equity ownership interest, however, the management and control of Lumo Finland were transferred to the Lumo Administrators. Since the Company lost control of the management of Lumo Finland in favor of the Lumo Administrators, the accounts of Lumo Finland were deconsolidated effective November 9, 2022.
Net loss from discontinued operations of Lumo Finland and Lumo Sweden, net of taxes was $0.1 million and $0.3 million for the three months ended March 31, 2025 and 2024, respectively.
On November 8, 2023, the Lumo Administrators, acting on behalf of the Bankruptcy Estate, filed a claim in the District Court of Helsinki against Genie Nordic, its directors, officers and affiliates, in which it alleges that the gain from the sale of swap instruments owned by Lumo Sweden amounting to €35.2 million (equivalent to $38.1 million as of March 31, 2025) belongs to the Bankruptcy Estate. The Bankruptcy Estate filed an additional claim with the District Court on May 27, 2024 against Lumo Sweden for €4.8 million (equivalent to $5.2 million as of March 31, 2025), also alleging that the gain from the sale of the swap instruments belongs to the Bankruptcy Estate, bringing the aggregate sum of claims related to the gain from sale of swap instruments to €40.0 million (equivalent to $43.3 million as of March 31, 2025). The Company believes that the Lumo Administrators' position is without merit, and it intends to vigorously defend its position.
We have also been notified that the Lumo Administrators filed a claim against one of Lumo Finland’s suppliers, seeking to recover payments made by Lumo Finland amounting to €4.2 million (equivalent to $4.5 million as of March 31, 2025) prior to the bankruptcy. Related to such payment, the Lumo Administrators have filed a recovery claim jointly against us and the supplier for €1.6 million (equivalent to $1.7 million as of March 31, 2025) alleging that a portion of the payment by Lumo Finland effectively reduced our liability under the terms of a previously supplied parental guarantee (this €1.6 is included within and not additive to the €4.2 million). The Lumo Administrators allege that the payments represented preferential payments and therefore belong to the bankruptcy estate which are recoverable under the laws of Finland. We intend to challenge the Lumo Administrators' claims. Nevertheless, should the Lumo Administrators succeed in clawing back the funds from the supplier, it is possible that the supplier will seek to recover its losses against us, under terms of the parental guarantee. At this time there is insufficient basis to assess an amount of any probable loss.
Genie Retail Energy
GRE operates REPs that resell electricity and/or natural gas to residential and small business customers in California. Connecticut, Delaware, Florida, Georgia, Illinois, Indiana, Maine, Maryland, Massachusetts, Michigan, New Hampshire, New Jersey, New York, Ohio, Pennsylvania, Texas, Rhode Island, and Washington, D.C. GRE’s revenues represented approximately 96.8% and 94.0% of our consolidated revenues in the three months ended March 31, 2025 and March 31, 2024, respectively.
The weather and the seasons, among other things, affect GRE’s REPs' revenues. Weather conditions have a significant impact on the demand for natural gas used for heating and electricity used for heating and cooling. Typically, colder winters increase demand for natural gas and electricity, and hotter summers increase demand for electricity. Milder winters and/or summers have the opposite effects. Unseasonable temperatures in other periods may also impact demand levels. Potential changes in global climate may produce, among other possible conditions, unusual variations in temperature and weather patterns, resulting in unusual weather conditions, more intense, frequent and extreme weather events and other natural disasters. Some climatologists believe that these extreme weather events will become more common and more extreme, which will have a greater impact on our operations. Natural gas revenues typically increase in the first quarter due to increased heating demands and electricity revenues typically increase in the third quarter due to increased air conditioning use. Approximately 43.0% and 48.1% of GRE’s natural gas revenues for the relevant years were generated in the first quarter of 2023 and 2022 respectively, when demand for heating was highest. Although the demand for electricity is not as seasonal as natural gas (due, in part, to usage of electricity for both heating and cooling), approximately 28.7% and 32.5% of GRE’s electricity revenues for 2023 and 2022 respectively, were generated in the third quarters of those years. GRE's REP's revenues and operating income are subject to material seasonal variations, and the interim financial results are not necessarily indicative of the estimated financial results for the full year. In addition, extraordinary weather has and can lead to extreme spikes in the prices of wholesale electricity and natural gas in markets where GRE and other retail providers purchase their supply, or in challenges to the grid or supply markets in affected areas. Such events could have material impacts on our margins and operations.
In addition to the direct physical impact that climate change may have on our business, financial condition and results of operations because of the effect on pricing, demand for our offerings and/or the energy supply markets, we may also be adversely impacted by other environmental factors, including: (i) technological advances designed to promote energy efficiency and limit environmental impact; (ii) increased competition from alternative energy sources; (iii) regulatory responses aimed at decreasing greenhouse gas emissions; and (iv) litigation or regulatory actions that address the environmental impact of our energy products and services.
Purchase of Receivables and Concentration of Credit Risk
Utility companies offer purchase of receivable, or POR, programs in most of the service territories in which GRE operates. GRE’s REPs reduce their customer credit risk by participating in POR programs for a majority of their receivables. In addition to providing billing and collection services, utility companies purchase those REPs’ receivables and assume all credit risk without recourse to those REPs. GRE’s REPs’ primary credit risk in these jurisdictions is therefore nonpayment by the utility companies. In the three months ended March 31, 2025 the associated cost was approximately 1.2% of GRE's revenue and approximately 1.0% of GRE's revenue for the three months ended March 31, 2024. At March 31, 2025 and December 31, 2024, 83.0% and 83.6% , respectively, of GRE’s net accounts receivable were under POR programs.
Concentration of Customers and Associated Credit Risk
GRE’s REPs reduce their customer credit risk by participating in purchase of receivable programs for a majority of their receivables. In addition to providing billing and collection services, some utility companies purchase those REPs’ receivables and assume all credit risk without recourse to those REPs for those purchased receivables. GRE’s REPs primary credit risk with respect to those purchased receivables is therefore nonpayment by the utility companies. Certain of the utility companies represent significant portions of our consolidated revenues and consolidated gross trade accounts receivable balance during certain periods, and such concentrations increase our risk associated with nonpayment by those utility companies.
The following table summarizes the percentage of consolidated trade receivables by customers that equal or exceed 10.0% of consolidated net trade receivables at March 31, 2025 and December 31, 2024 (no other single customer accounted for 10.0% or greater of our consolidated net trade receivable as of March 31, 2025 or December 31, 2024).
The following table summarizes the percentage of revenues by customers that equal or exceed 10.0% of consolidated revenues for the three months ended March 31, 2025 or 2023 (no other single customer accounted for 10.0% or greater of our consolidated revenues for the three months ended March 31, 2025 or 2023):
Although GRE endeavors to maintain best sales and marketing practices, such practices have been the subject of class action lawsuits in the past.
See Note 19, Commitments and Contingencies, in the Notes to Consolidated Firnancial Statements in this Quarterly Report on Form 10-Q, which is incorporated by reference.
From time to time, the Company responds to inquiries or requests for information or materials from public utility commissions or other governmental regulatory or law enforcement agencies related to investigations under statutory or regulatory schemes. The Company cannot predict whether any of those matters will lead to claims or enforcement actions or whether the Company and the regulatory parties will enter into settlements before a formal claim is made. See Note 19, Commitments and Contingencies, in the Notes to Consolidated Financial Statements in this Quarterly Report on Form 10-Q, which is incorporated by reference, for further detail on agency and regulatory proceedings.
Critical Accounting Policies
Our consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. Our significant accounting policies are described in Note 1 to our consolidated financial statements included in the 2024 Form 10-K. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses as well as the disclosure of contingent assets and liabilities. Critical accounting policies are those that require the application of management’s most subjective or complex judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods. Our critical accounting policies include those related to revenue recognition, allowance for doubtful accounts, acquisitions, goodwill, and income taxes. Management bases its estimates and judgments on historical experience and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. For additional discussion of our critical accounting policies, see our Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Form 10-K.
Recently Issued Accounting Standards
Information regarding new accounting pronouncements is included in Note 21—Recently Issued Accounting Standards, in the Notes to Consolidated Financial Statement in this Quarterly Report on Form 10-Q, which is incorporated by reference.
Results of Operations
We evaluate the performance of our operating business segments based primarily on income (loss) from operations. Accordingly, the income and expense line items below income (loss) from operations are only included in our discussion of our consolidated results of operations.
Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024
Genie Retail Energy Segment
Three months ended March 31,
Change
6,011
26.8
132,475
112,465
20,010
17.8
96,574
80,270
16,304
20.3
35,901
32,195
3,706
11.5
Selling, general and administrative expenses
19,054
17,947
1,107
6.2
16,847
14,248
2,599
18.2
nm—not meaningful
Revenues. Electricity revenues increased by 16.4% in the three months ended March 31, 2025 compared to the same period in 2024. The increase was due to an increase in electricity consumption partially offset by an decrease in the average price per kilowatt hour charged to customers in the three months ended March 31, 2025 compared to the same period in 2024. Electricity consumption by GRE’s REPs' customers increased by 23.5% in the three months ended March 31, 2025, compared to the same period in 2024, reflecting 16.9% and 5.6% increases in the average number of meters served and average consumption per meter, respectively. The increase in meters served was driven by strong customer acquisitions during 2024 and first quarter of 2025. The increased in per meter consumption in the three months ended March 31, 2025 compared to the same period in 2024 was due to a shift in customer mix into higher consumption territories. The average rate per kilowatt hour sold decreased by 5.7% in the three months ended March 31, 2025 compared to the same period in 2024 due to general market conditions and the addition of meters on lower margin aggregation products.
Natural gas revenues increased by 26.8% in the three months ended March 31, 2025 compared to the same period in 2024. The increase was a result of increases in natural gas consumption and in average revenue per therm sold in the three months ended March 31, 2025 compared to the same period in 2024. Natural gas consumption by GRE’s REPs’ customers increased by 21.4% in the three months ended March 31, 2025 compared to the same period in 2024, reflecting 7.7% and 12.7% increases in average meters served and average consumption per meter, respectively. The increase in meters served was due to high levels of customer acquisitions in in 2024 and first quarter of 2025. The increase in per meter consumption is due, in part, to colder weather in our service areas in the three months ended March 31, 2025 compared to the same period in 2024. The average revenue per therm sold increased by 4.5% in the three months ended March 31, 2025, compared to the same period in 2024 due to general market conditions.
Other revenues in the three months ended March 31, 2025 included revenues from customer termination fees from commercial customers. Other revenues in the three months ended March 31, 2024 included revenues from the sale of petroleum products in Israel.
The customer base for GRE’s REPs as measured by meters served consisted of the following:
September 30, 2024
June 30, 2024
March 31, 2024
Meters at end of quarter:
Electricity customers
333
311
278
281
Natural gas customers
90
88
84
83
Total meters
423
362
Gross meter acquisitions in the three months ended March 31, 2025, were 61,000 compared to 70,000 for the same period in 2024.
Meters served decreased by 10,000 between December 31, 2024 and March 31, 2025. The decrease in the number of meters served at March 31, 2025 compared to December 31, 2024 is due to new sales during the three months ended March 31, 2025 failing to fully replace those lost to churn.
In the three months ended March 31, 2025, average monthly churn was flat at 5.5% compared to the same period in 2024.
The average rates of annualized energy consumption, as measured by RCEs, are presented in the chart below. An RCE represents a natural gas customer with annual consumption of 100 mmbtu or an electricity customer with annual consumption of 10 MWh. Because different customers have different rates of energy consumption, RCEs are an industry standard metric for evaluating the consumption profile of a given retail customer base.
RCEs at end of quarter:
319
301
267
80
79
78
81
Total RCEs
380
345
348
RCEs at March 31, 2025 increased 0.8% compared to December 31, 2024. The slight increase is due to a shift in customer mix into higher consumption territories and higher overall consumption per customer.
Cost of Revenues and Gross Margin Percentage. GRE’s cost of revenues and gross margin percentage were as follows:
Cost of revenues for electricity increased in the three months ended March 31, 2025 compared to the same period in 2024 primarily because of an increase in electricity consumption by GRE’s REPs’ customers combined with an increase in the average unit cost of electricity. The average unit cost of electricity decreased 1.5% in the three months ended March 31, 2025 compared to the same period in 2024 due to general market conditions. The gross margin on electricity sales decreased in the three months ended March 31, 2025 compared to the same period in 2024 because the average rate charged to customers decreased more than the unit cost of electricity.
Cost of revenues for natural gas increased in the three months ended March 31, 2025 compared to the same period in 2024 primarily because of an increase in the natural gas consumption by GRE's REPs' customers partially offset by a decrease in the average unit cost of natural gas. The average unit cost of natural gas decreased 1.5% in the three months ended March 31, 2025 compared to the same period in 2024 due to a decrease in the wholesale price of natural gas. Gross margin on natural gas sales increased in the three months ended March 31, 2025 compared to the same period in 2024 because of an increase in the average rate charged to customers and a decrease in the average unit cost of natural gas.
Selling, General and Administrative. Selling, general and administrative expenses increased by 6.2% in the three months ended March 31, 2025 compared to the same period in 2024 primarily due to increases in employee-related expenses, regulatory-related expenses, POR program fees and processing fees and marketing and customer acquisition costs. Employee-related expenses increased by $0.5 million in the three months ended March 31, 2025 compared to the same period in 2024 primarily due to an increase in bonus accrual. Regulatory-related expenses increased by $0.4 million in the three months ended March 31, 2025 compared to the same period in 2024 primarily due to increased operational activity levels. Marketing and customer acquisition expenses increased by $0.2 million in the three months ended March 31, 2025 compared to the same period in 2024 as a result of continued effort to acquire meters during the 2025 period. POR program fees increased by $0.3 million in the three months ended March 31, 2025 compared to the same period in 2024 as a result of increase in level of operational activity and changes in rates implemented by several utilities. Bad debt expense decreased by $0.4 million in the three months ended March 31, 2025 compared to the same period in 2024 as a result of an improvement of collection of non-POR customers. As a percentage of GRE’s total revenues, selling, general and administrative expense decreased from 16.0% in the three months ended March 31, 2024 to 14.4% in the three months ended March 31, 2025.
Genie Renewables Segment
The Genie Renewables (formerly GES) segment is primarily composed of Genie Solar, CityCom Solar and Diversegy. Genie Solar is an integrated solar energy company that develops, constructs and operates solar energy projects. CityCom Solar is a marketer of community solar and alternative products and services complementary to our energy offerings. Diversegy provides energy procurement advisory services to commercial and industrial customers.
Revenues
Cost of revenue
Loss from operations
Revenue. GREW's revenues decreased in the three months ended March 31, 2025 compared to the same periods in 2024 due to decreases in revenues generated by Genie Solar from the development of solar projects for customers and from commissions from selling alternative products and services to customers by CityCom Solar, partially offset by an increase in revenue from Diversegy that includes commissions, entry fees and other fees revenue. Revenues from Genie Solar decreased by $3.5 million in the three months ended March 31, 2025 compared to the same period of 2024 as we shifted our strategic focus from lower margin commercial projects to the development and operation of utility-scale projects. Revenues from CityCom Solar decreased by $0.8 million in the three months ended March 31, 2025 compared to the same period in 2024 as a result of reduced level of activity for the past few quarters. Revenues from Diversegy increased by $1.3 million in the three months ended March 31, 2025 compared to the same period in 2024 as strong growth in the number of customers and transactions in the past several quarters.
Cost of Revenues. The decrease in the cost of revenues for the three months ended March 31, 2025 compared to the same periods in 2024 is consistent with the decrease in revenues as discussed above.
Selling, General and Administrative. Selling, general and administrative expenses were relatively flat in the three months ended March 31, 2025 compared to the same periods in 2024.
As discussed above, the remaining accounts of GRE International were transferred to corporate starting in the third quarter of 2022. (when GRE International ceased being treated as a separate segment). Entities under corporate do not generate any revenues, nor do they incur any cost of revenues. Corporate general and administrative expenses include unallocated compensation, consulting fees, legal fees, business development expense and other corporate-related general and administrative expenses.
General and administrative expenses and loss from operations
Corporate general and administrative expenses decreased in the three months ended March 31, 2025 compared to the same period in 2024 primarily because of decrease in consultation and professional fees. As a percentage of our consolidated revenues, Corporate general and administrative expenses decreased to 1.8% in the three months ended March 31, 2025 from 2.3% in the three months ended March 31, 2024.
In December 2023, we established our wholly-owned Captive insurance subsidiary with the primary purpose of enhancing our risk financing strategies. The Captive insures against certain risks unique to our operations for which insurance may not be currently available or economically feasible in today's insurance marketplace. The covered risks are both current and related to historical business activities.
In the fourth quarter of 2024, we expanded our self-insurance risk management strategy to cover additional risk related to its current and historical business operations. The coverage is being provided on an occurrence basis, with an initial policy that reflects 1) exposure, for occurrences in the year prior to implementation, to claims made subsequent to program inception, to the extent recoveries were still possible under relevant statutes of limitation, and 2) exposure for annual periods commencing with implementation of the program.
With input from external experts, we estimated the expected ultimate cost of: 1) claims defense cost, settlements and penalties resulting from insured risk, and 2) stranded risk which includes economic losses due to regulatory restrictions or unanticipated reduction of demand, as well as the level cost associated with contesting such restrictions. In assessing the loss contingency, we estimated the severity and frequency of expected losses based on our activities. A range of margins was selected so that the cumulative expenses plus risk of losses over a given number of years equal the expected magnitude. This produced a range of annual premium options for the protective period. The contribution of a priori expected plus risk margin losses from each of these periods is multiplied by a current remaining probability factor, which recognizes the relative likelihood that a claim will still be brought subsequent to program inception. These are added together to obtain estimated required reserves and required premiums (net of expenses) at program inception-related exposure prior to program inception.
The amount of the expected loss liability for each risk is based on an analysis performed by a third-party actuary which assumed historical patterns. The key assumptions used in developing these estimates are subject to variability.
In 2024, we paid $39.6 million premiums to Captive, which amount is included in restricted cash in our consolidated balance sheet as of March 31, 2025 and December 31, 2024. The Captive must maintain a sufficient level of cash to fund future reserve payment and secure the insurer's liabilities, particularly those related to the insured risks. We also recognized $0.6 million and $1.0 million provision for captive insurance liability for the three months ended March 31, 2025 and 2024, respectively, related to Captive's exposure for the insured risks.
Consolidated
Selling, general and administrative expenses. Stock-based compensation expense included in consolidated selling, general and administrative expenses was $0.7 million for each of the three months ended March 31, 2025 and $0.9 million for the three months ended March 31, 2024. At March 31, 2025, the aggregate unrecognized compensation cost related to non-vested stock-based compensation was $5.9 million. The unrecognized compensation cost is recognized over the expected vesting period.
The following is a discussion of our consolidated income and expense line items below income from operations:
Interest income. Interest income increased in the three months ended March 31, 2025, compared to the same periods in 2024 primarily due to increase in average balances of cash and cash equivalents and restricted cash during the period.
Other Income, net. Other income, net in the three months ended March 31, 2025 and 2024 consisted primarily of foreign currency transactions.
Provision for Income Taxes. The change in the reported tax rate for the three months ended March 31, 2025 compared to the same periods in 2024 is the result of changes in the mix of jurisdictions in which taxable income was earned and the nature of certain deductions.
Net (Loss) Income Attributable to Noncontrolling Interests. The decreases in net loss attributable to noncontrolling interests in the three months ended March 31, 2025 compared to the same periods in 2024 was primarily due to the share of noncontrolling interest in the operations of Citizens Choice Energy.
Gain on Marketable Equity Securities and Investments. The gain on marketable equity securities and investment for the three months ended March 31, 2025 pertains to the change in fair value of the Company's investments in various investments in equity of several entities.
Net loss from Discontinued Operations, net of tax. Loss from discontinued operations, net of tax in the three months ended March 31, 2025 and 2024 is mainly related to foreign exchange differences in Lumo Sweden during the periods.
Liquidity and Capital Resources
General
We currently expect that our cash flow from operations and the $112.5 million balance of unrestricted cash and cash equivalents that we held at March 31, 2025 will be sufficient to meet our anticipated cash requirements for at least the period to May 9, 2026.
At March 31, 2025, we had working capital (current assets less current liabilities) of $121.2 million.
Cash flows provided by (used in):
13,519
8,718
(2,093
(5,844
Net increase (decrease) in cash, cash equivalents and restricted cash
Operating Activities
Cash, cash equivalents and restricted cash provided by operating activities of continuing operations was $13.5 million in the three months ended March 31, 2025 compared to net cash used in operating activities of continuing operations of $8.7 million in the three months ended March 31, 2024. The improvement in cash flows is due primarily to the fluctuation in the results of operations in the three months ended March 31, 2025 compared to the same period in 2024.
Our cash flow from operations varies significantly from quarter to quarter and from year to year, depending on our operating results and the timing of operating cash receipts and payments, specifically trade accounts receivable and trade accounts payable. Changes in assets and liabilities increased cash flows by $4.2 million for the three months ended March 31, 2025, compared to the same period in 2024.
Certain of GRE's REPs are party to an Amended and Restated Preferred Supplier Agreement with BP Energy Company, or BP, which is to be in effect through November 30, 2023. Under the agreement, the REPs purchase electricity and natural gas at market rate plus a fee. The obligations to BP are secured by a first security interest in deposits or receivables from utilities in connection with their purchase of the REP’s customer’s receivables, and in any cash deposits or letters of credit posted in connection with any collateral accounts with BP. The ability to purchase electricity and natural gas under this agreement is subject to satisfaction of certain conditions including the maintenance of certain covenants. At March 31, 2025, we were in compliance with such covenants. At March 31, 2025, restricted cash—short-term of $1.2 million and trade accounts receivable of $69.4 million were pledged to BP as collateral for the payment of trade accounts payable to BP of $23.0 million at March 31, 2025.
We had purchase commitments of $159.4 million at March 31, 2025, of which $147.1 million was for purchases of electricity.
As discussed above, in December 2023, we established the Captive insurance subsidiary. At March 31, 2025, the balance of short-term and long-term restricted cash and cash equivalents of the Captive are $19.2 million and $70.1 million, respectively. We also recognized $0.6 million provision for captive insurance liability for the three months ended March 31, 2025, related to Captive's exposure for the insured risks. At March 31, 2025, the current captive insurance liability of $9.2 million is included in other current liabilities in our consolidated balance sheet. The amount of the expected loss liability for each risk is based on an analysis performed by a third-party actuary which assumed historical patterns. The key assumptions used in developing these estimates are subject to variability.
We are a lessee under operating lease agreements primarily for office space in locations where we operate and for our solar development projects with lease periods expiring between 2024 and 2052. Our future lease payments under the operating leases as of March 31, 2025 were $2.3 million.
GRE has performance bonds issued through a third party for the benefit of certain utility companies and for various states in order to comply with the states’ financial requirements for retail energy providers. At March 31, 2025, we had outstanding aggregate performance bonds of $27.5 million and $1.0 million of unused letters of credit.
Investing Activities
Our capital expenditures increased $0.6 million for the three months ended March 31, 2025 compared to the same period in 2024. The capital expenditures are mainly for the construction of solar projects at Genie Solar. We currently anticipate that our total capital expenditures in the twelve months ending December 31, 2025 will be between $10.0 million to $20.0 million mostly related to the solar projects of GREW.
On November 3, 2023, we also signed an agreement to purchase from the then-owners of the special purpose entity that owned and operated a solar system facility in Indiana, for $1.3 million, subject to the satisfaction of certain closing conditions. In February 2024, the purchase completed after the closing conditions were met. The acquisition has been accounted for as asset acquisition and we recorded $1.3 million to solar arrays assets included in the property and equipment account in the consolidated balance sheet.
In February 2024, we purchased from a certain investor 0.5% interest in Genie Energy International Corporation ("GEIC"), which holds our interest in our operating subsidiaries for $1.2 million. Following this transaction, GEIC is a wholly owned subsidiary of the Company.
In the three months ended March 31, 2024, we acquired minimal interests in various ventures for an aggregate amount of investments of $2.1 million. There are no similar acquisitions in the three months ended March 31, 2025.
In the three months ended March 31, 2025, we invested $0.4 million towards the improvement of investment property we acquired in the third quarter of 2024.
Financing Activities
In the three months ended March 31, 2025 and 2024, we paid dividends of $0.075 per share to stockholders of our Class A common stock and Class B common stock, or aggregate dividends of $2.0 million and $2.1 million in the three months ended March 31, 2025 and 2024, respectively. On May 5, 2025 our Board of Directors declared a quarterly dividend of $0.075 per share on our Class A common stock and Class B common stock. The dividend will be paid on or about May 30, 2025 to stockholders of record as of the close of business on May 19, 2025.
On March 11, 2013, our Board of Directors approved a program for the repurchase of up to an aggregate of 7.0 million shares of our Class B common stock. In the three months ended March 31, 2025, we acquired 127,263 Class B common stock under the stock purchase program for an aggregate amount of $1.9 million. In the three months ended March 31, 2024, we acquired 250,000 Class B common stock under the stock purchase program for an aggregate amount of $4.1 million. At March 31, 2025, 3.9 million shares of Class B common stock remained available for repurchase under the stock repurchase program.
In the three months ended March 31, 2025 and 2024, we paid $0.5 million and $1.5 million, respectively, to repurchase our Class B common stock of our Class B common stock tendered by our employees (including one officer) to satisfy tax withholding obligations in connection with the lapsing of restrictions on awards of restricted stock and exercise of stock options. Such shares were repurchased by us based on their fair market value on the trading day immediately prior to the vesting date.
In July 2024, the Company acquired an investment property with an aggregate cost of $3.6 million. The investment property was acquired through a subsidiary in which the Company holds a 51.0% interest with the remaining 49.0% held by Howard Jonas, the Chairman of our Board of Directors. The Company paid $1.8 million to the seller and made a note payable to the seller for $1.8 million, payable in full on February 1, 2026. The note payable carries a 5.0% interest rate payable in full on February 1, 2026. In the third quarter of 2024, Howard Jonas, reimbursed the Company $0.9 million, representing the purchase price for his 49.0% share in the investment property and is included in the noncontrolling interest in our consolidated balance sheets. At March 31, 2025, $3.6 million was outstanding under the note payable with an effective interest rate of 5.0%.
On November 18, 2024, our subsidiary, SUT Holdings, LLC entered into a Term Loan Agreement with National Cooperative Bank, N.A. ("NCB") for $7.4 million (the "Term Loan"). The principal amount is payable in installments every January 1, July 1 and October 1 of each year starting on July 1, 2025. up to October 2031. Accrued interest on the unpaid balance is payable on each January 1, April 1, July 1 and October 1, calculated using the 3-Month Term Secured Overnight Financing Rate ("SOFR") published by CME Group Benchmark Administration plus a margin of 2.0% computed on the basis of actual number of days over 360 days. We paid NCB a nonrefundable commitment fee equal to 1.0% of the total principal amount equivalent to $0.1 million. We have the right to prepay the Term Loan in whole or in part at any time as permitted under specific terms in the Term Loan Agreement. The Term Loan is secured by our operating solar systems located in Ohio, Indiana and Michigan. The Term Loan is subject to various financial and negative covenants and at March 31, 2025, we were in compliance with all such covenants. At March 31, 2025, there was $7.4 million outstanding under the Term Loan at a weighted average interest rate of 6.5%. We also entered into a Cash Management Agreement with NCB to manage the cash flows of the operations of collateralized solar projects. The Cash Management Agreement also provided certain restriction on certain cash accounts specified in the agreements. At March 31, 2025, an aggregate of $0.5 million are deposited in NCB and are subject to certain restrictions.
On December 13, 2018, we entered into a Credit Agreement with JPMorgan Chase Bank (“Credit Agreement”). On February 14, 2024, the Company entered into the third amendment of its existing Credit Agreement to extend the maturity date of December 31, 2024. The aggregate principal amount was reduced to $3.0 million credit line facility (“Credit Line”). The Company pays a commitment fee of 0.1% per annum on the unused portion of the Credit Line as specified in the Credit Agreement. The borrowed amounts will be in the form of letters of credit which will bear interest of 1.0% per annum. The Company will also pay a fee for each letter of credit that is issued equal to the greater of $500 or 1.0% of the original maximum available amount of the letter of credit. We agreed to deposit cash in a money market account at JPMorgan Chase Bank as collateral for the line of credit equal to $3.1 million. As of March 31, 2025, there is no issued letter of credit from the Credit Line. At March 31, 2025, the cash collateral of $3.3 million was included in restricted cash—short-term in our consolidated balance sheet.
Cash flows from discontinued operations
Cash provided by operating activities of discontinued operations was $1.8 million in the three months ended March 31, 2025 compared to $4.2 million in the same period in 2024. The cash provided by operating activities of discontinued operations in the three months ended March 31, 2025 and 2024 pertains to the proceeds from the settlement of hedges of Lumo Sweden.
Our primary market risk exposure is the price applicable to our natural gas and electricity purchases and sales. The sales price of our natural gas and electricity is primarily driven by the prevailing market price. Hypothetically, for our GRE segment, if our gross profit per unit in the three months ended March 31, 2025 had remained the same as in the three months ended March 31, 2024, our gross profit from electricity would have increased by $5.1 million and our gross profit from natural gas would have decreased $1.4 million.
The energy markets have historically been very volatile, and we can reasonably expect that electricity and natural gas prices will be subject to fluctuations in the future. In an effort to reduce the effects of the volatility of the price of electricity and natural gas on our operations, we have adopted a policy of hedging electricity and natural gas prices from time to time, at relatively lower volumes, primarily through the use of put and call options and swaps. While the use of these hedging arrangements limits the downside risk of adverse price movements, it also limits future gains from favorable movements. We do not apply hedge accounting to these options or swaps, therefore the mark-to-market change in fair value is recognized in cost of revenue in our consolidated statements of operations. We recognized gains from derivative instruments of $3.2 million in the three months ended March 31, 2025 and a loss from derivative instrument of $5.5 million in the three months ended March 31, 2024.
Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of March 31, 2025.
Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Legal proceedings in which we are involved are more fully described in Note 19 to the Consolidated Financial Statements included in Item 1 to Part I of this Quarterly Report on Form 10-Q.
There are no material changes from the risk factors included in the 2024 Form 10-K.
The following table provides information with respect to purchases by us of shares of our Class B common stock during the first quarter of 2025:
TotalNumber of SharesPurchased
AveragePriceper Share
Total Number of SharesPurchased as part ofPublicly AnnouncedPlans or Programs
Maximum Number of Shares that May Yet BePurchasedUnder the Plans orPrograms (1)
January 1–31, 2025
52,757
(2)
14.76
20,648
3,979,975
February 1–28, 2025
623
14.06
3,979,352
March 1–31, 2025
105,992
14.74
3,873,360
159,372
127,263
(1)
Under our existing stock repurchase program, approved by our Board of Directors on March 11, 2013, we were authorized to repurchase up to an aggregate of 7.0 million shares of our Class B common stock.
None
Not applicable
ExhibitNumber
Description
31.1*
Certification of Chief Executive Officer pursuant to 17 CFR 240.13a-14(a), as adopted pursuant to §302 of the Sarbanes-Oxley Act of 200
31.2*
Certification of Chief Financial Officer pursuant to 17 CFR 240.13a-14(a), as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
32.2*
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
101.INS*
*
Filed or furnished herewith.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Genie Energy Ltd.
May 9, 2025
By:
/s/ Michael M. Stein
Michael M. Stein
Chief Executive Officer
/s/ Avi Goldin
Avi Goldin Chief Financial Officer