FORM 10-Q
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED March 31, 2026
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:
Title of each Class
Trading Symbol
Name of exchange of which registered
Class B common stock, par value $0.01 per share
GNE
New York Stock Exchange
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 13, 2026, 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:
24,829,375 shares (excluding 4,529,558 treasury shares)
GENIE ENERGY LTD. TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
1
Item 1.
Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2026 (UNAUDITED) AND DECEMBER 31, 2025
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (UNAUDITED)
2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (UNAUDITED)
3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (UNAUDITED)
4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (UNAUDITED)
6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED
7
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
32
Item 3.
Quantitative and Qualitative Disclosures About Market Risks
47
Item 4.
Controls and Procedures
PART II. OTHER INFORMATION
48
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
49
SIGNATURES
50
Financial Statements (Unaudited)
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts)
March 31,
December 31,
2026
2025
(Unaudited)
Assets
Current assets:
Cash and cash equivalents
Restricted cash—short-term
Marketable equity securities
Trade accounts receivable, net of allowance for credit losses of $8,259 and $7,876 at March 31, 2026 and December 31, 2025, respectively
Inventory
Prepaid expenses
Other current assets
Current assets of discontinued operations
Total current assets
Property and equipment, net
Goodwill
Other intangibles, net
Deferred income tax assets, net
Other assets
Total assets
Liabilities and equity
Current liabilities:
Trade accounts payable
Accrued expenses
Income taxes payable
Current debt, net
Due to IDT Corporation, net
Other current liabilities
Current liabilities of discontinued operations
Total current liabilities
Noncurrent debt, net
Other liabilities
Total liabilities
Commitments and contingencies (Note 19)
Equity:
Genie Energy Ltd. stockholders’ equity:
Preferred stock, $0.01 par value; authorized shares—10,000:
Series 2012-A, designated shares—8,750; at liquidation preference, consisting of 0 shares issued and outstanding at March 31, 2026 and December 31, 2025
Class A common stock, $0.01 par value; authorized shares—35,000; 1,574 shares issued and outstanding at March 31, 2026 and December 31, 2025
Class B common stock, $0.01 par value; authorized shares—200,000; 29,356 and 29,339 shares issued and 24,826 and 24,847 shares outstanding at March 31, 2026 and December 31, 2025, respectively
Additional paid-in capital
Treasury stock, at cost, consisting of 4,530 and 4,492 shares of Class B common stock at March 31, 2026 and December 31, 2025
Accumulated other comprehensive income
Retained earnings
Total Genie Energy Ltd. stockholders’ equity
Noncontrolling interests:
Noncontrolling interests
Receivable from issuance of equity
Total noncontrolling interests
Total equity
Total liabilities and equity
See accompanying notes to condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended March 31,
(in thousands, except per share data)
Revenues:
Electricity
Natural gas
Other
Total revenues
Cost of revenues
Gross profit
Operating expenses:
Selling, general and administrative
Income from operations
Interest income
Interest expense
Other income, net
Income before income taxes
Provision for income taxes
Net income from continuing operations
Loss from discontinued operations, net of taxes
Net income
Net loss attributable to noncontrolling interests, net
Net income attributable to Genie Energy Ltd. common stockholders
Net income (loss) attributable to Genie Energy Ltd. common stockholders
Continuing operations
Discontinued operations
Earnings per share attributable to Genie Energy Ltd. common stockholders:
Basic:
Earnings per share attributable to Genie Energy Ltd. common stockholders
Diluted
Weighted-average number of shares used in calculation of earnings per share:
Basic
Dividends declared per common share
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Other comprehensive loss:
Foreign currency translation adjustments
Comprehensive income
Comprehensive loss attributable to noncontrolling interests
Comprehensive income attributable to Genie Energy Ltd.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(in thousands, except dividend per share)
Genie Energy Ltd. Stockholders
Accumulated
Preferred
Class A
Class B
Additional
Non
Receivable
Stock
Common Stock
Paid-In
Treasury
Comprehensive
Retained
controlling
for Issuance
Total
Shares
Amount
Capital
Income
Earnings
Interests
of Equity
Equity
BALANCE AT JANUARY 1, 2026
Dividends on common stock ($0.075 per share)
Stock-based compensation
Restricted Class B common stock purchased from employees
Dilution of noncontrolling interest in a subsidiary
Restricted Class B common stock issued to a member of the Board of Directors
Other comprehensive income
Net income (loss) for three months ended March 31, 2026
BALANCE AT MARCH 31, 2026
GENIE ENERGY LTD. CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (in thousands, except dividend per share) — (Continued)
Receivable for
Issuance of
BALANCE AT JANUARY 1, 2025
Repurchase of Class B common stock from stock repurchase program
Net income (loss) for three months ended March 31, 2025
BALANCE AT MARCH 31, 2025
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Operating activities
Net loss from discontinued operations, net of tax
Adjustments to reconcile net income to net cash provided by operating activities of continuing operations:
Provision for credit losses
Depreciation and amortization
Unrealized gain on marketable equity securities and investments and other, net
Inventory valuation allowance
Changes in assets and liabilities:
Trade accounts receivable
Other current assets and other assets
Trade accounts payable, accrued expenses and other liabilities
Net cash (used in) provided by operating activities of continuing operations
Net cash (used in) provided by operating activities of discontinued operations
Net cash (used in) provided by operating activities
Investing activities
Capital expenditures
Purchases of marketable equity securities and other investments
Improvements in investment property
Proceeds from return of investments
Net cash used in investing activities
Financing activities
Dividends paid
Repurchases of Class B common stock from employees
Payment of debt
Repurchases of Class B common stock
Net cash used in financing activities
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
Net (decrease) increase in cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash (including cash held at discontinued operations) at beginning of period
Cash, cash equivalents and restricted cash (including cash held at discontinued operations) at end of the period
Less: Cash of discontinued operations at end of period
Cash, cash equivalents, and restricted cash (excluding cash held at discontinued operations) at end of period
GENIE ENERGY LTD. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 1—Basis of Presentation and Business Changes and Development
The accompanying unaudited condensed 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 10 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, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. The consolidated balance sheet at December 31, 2025 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, 2025 (the "2025 Form 10-K"), 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.
GREW primarily consists of a 91.5% interest in Diversegy, an energy procurement advisor for industrial, commercial and municipal customers, a 95.5% interest in Genie Solar, an integrated solar energy company that develops, constructs and operates utility-scale solar energy projects, a 93.8% interest in CityCom Solar, a marketer of community solar and alternative products and services complementary of its energy offerings and a 72.2% interest in Roded Recycling ("Roded"), a producer of high-grade plastic pallets from recycled materials
One Big Beautiful Bill Act
On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was enacted into law. The law accelerates the expiration of the federal investment tax credit on solar projects, effective for projects going online after December 31, 2027. In light of this law, the Company evaluated the financial viability of all its solar projects and its qualification for the federal solar investment tax credits and the resulting impact on the viability of such projects. The Company identified several projects that will be discontinued and assessed the values of the related assets at the lower of fair values less cost to sell and net book value. The Company also identified several assets, including definite life intangibles and solar panel inventories and assessed the carrying values for impairment.
Discontinued Operations in Finland and Sweden
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 condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025. Lumo Sweden is continuing to liquidate their remaining assets and settle any remaining liabilities.
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 43.3% and 43.0% of GRE’s natural gas revenues for the relevant years were generated in the first quarters of 2025 and 2024, 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 30.7% and 28.7% of GRE’s electricity revenues were generated in the third quarters of 2025 and 2024, 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.
Reclassifications
Certain accounts in the prior period condensed consolidated financial statements have been reclassified to conform to the presentation of the current year condensed consolidated financial statements. These reclassifications had no effect on the previously reported operating results.
Note 2—Cash, Cash Equivalents, and Restricted Cash
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported in the condensed consolidated balance sheet as well as the corresponding amounts reported in the condensed consolidated statements of cash flows:
Total cash, cash equivalents, and restricted cash
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) and Term Loan Agreement with National Cooperative Bank, N.A. ("NCB").
Included in the cash and cash equivalents as of March 31, 2026 and December 31, 2025 is cash received from Lumo Sweden (see Note 5).
Note 3—Inventories
Inventories consisted of the following:
Renewable credits
Solar panels
Totals
The Company's renewable energy credits are used to satisfy specific state-mandated requirements and, to a lesser extent, our customer portfolio. Required levels of renewable energy credits vary based on the mix of customers, type of products purchased, number of customer of each type and energy consumption. Depending on the state, compliance typically occurs either in the first quarter for calendar year compliance periods and late in the second or early third quarter for energy year compliance periods of June to May. Renewable energy credit inventory will increase based on the schedule of deliveries of renewable energy credits by the third-party vendors and decrease based on the aforementioned compliance satisfaction.
In the three months ended March 31, 2026, the Company recorded an inventory valuation reserve of $0.9 million to the cost of revenues to write down the carrying value of solar panel inventories to the estimated net realizable value. There were no inventory valuation reserves recorded in the three months ended March 31, 2025.
Note 4—Revenue Recognition
Revenues from the single performance obligation to deliver a unit of electricity and/or natural gas are 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 revenues are 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.
Revenues 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 revenues 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 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 revenues are earned from both the sale of electricity generated from operating solar projects and the sale of Solar Energy Credits ("SRECs").
Revenues from energy generation are 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, solar project development and energy generation are included in the Other Revenues in the condensed 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 condensed 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, 2026
Fixed rate
Variable rate
Three Months Ended March 31, 2025
Fixed and variable rate revenues are from GRE. Other revenues are from GREW and include revenues from sales of solar panels, solar projects and energy generation by Genie Solar, commissions from marketing energy solutions by CityCom Solar and Diversegy and revenue from certain early-stage ventures.
The following table shows the Company’s revenues disaggregated by non-commercial and commercial channels:
Non-Commercial Channel
Commercial Channel
Contract liabilities
Certain revenue generating contracts at GREW include provisions that require advance payment from customers. These advance payments are recognized as revenues 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 condensed consolidated balance sheets.
The table below reconciles the change in the carrying amount of contract liabilities:
Contract liability, beginning
Recognition of revenue included in the beginning of the year contract liability
Additions during the period, net of revenue recognized during the period
Contract liability, end
Allowance for credit losses
The change in the allowance for credit losses was as follows:
Allowance for credit losses, beginning
Additions charged to expense
Write-offs and other deductions
Allowance for credit losses, end
The Company evaluates the collectability of its trade receivables in accordance with Accounting Standards Codification ("ASC") 326—Credit Losses. The Company measures expected credit losses on a collective pool basis, based on the type of customers, commodity sold, region or state, and payment history. The allowance for credit losses is based on a combination of historical collection experience, aging of receivables, customer credit risk characteristics and reasonable forecasts of future macroeconomic conditions. The Company regularly monitors delinquency trends, collection experience, and other credit quality indicators relevant to each receivable pool. Management adjusts the historical loss experience with current conditions and reasonable forecasts to estimate the expected credit losses. Credit losses are recognized in the condensed consolidated statement of operations.
Note 5—Discontinued Operations
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 was fixed and was settled monthly based on the monthly commodity volume specified in the instruments between September 2022 and 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 condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025. Lumo Sweden is continuing to liquidate its remaining assets 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:
March 31, 2026
December 31, 2025
Cash
Liabilities
Accounts payable and other current liabilities
The summary of the results of operations of the discontinued operations of Lumo Sweden were as follows:
Other loss, 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 Lumo Finland 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 they allege that the gain from the sale of swap instruments owned by Lumo Sweden amounting to €35.2 million (equivalent to $40.8 million as of March 31, 2026) 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 $5.6 million as of March 31, 2026), 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 $46.3 million as of March 31, 2026). 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 $4.9 million as of March 31, 2026) prior to the bankruptcy. The Lumo Administrators have also filed a recovery claim jointly against the Company and the supplier amounting to €1.6 million (equivalent to $1.9 million as of March 31, 2026) 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 allege 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 to €4.0 million. Although the Company does not believe that it is legally obligated to pay anything in respect of the claims, 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 condensed 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)
Assets:
Derivative contracts
Liabilities:
(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, 2026 or 2025.
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, 2026 and December 31, 2025, 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 ("IDT"), and other current liabilities approximated fair value.
Other assets. At March 31, 2026 and December 31, 2025, other assets included short-term investments (see Note 9).
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 9) 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.
Utility companies provide billing and collection service to GRE's REPs. In addition, utility companies offer purchase of receivables, 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. Under POR programs, the 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.
There was no single customer that equaled or exceeded 10.0% of consolidated net trade receivables at March 31, 2026 or December 31, 2025.
The following table summarizes the percentage of revenues by the only customer that equaled or exceeded 10.0% of consolidated revenues for the three months ended March 31, 2026 or 2025:
Customer A
na—less than 10.0% of consolidated revenue in the period
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 ASC 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, 2026, GRE’s swaps and options were traded on the Intercontinental Exchange.
The summarized volume of GRE’s outstanding contracts and options at March 31, 2026 was as follows (MWh – Megawatt hour and Dth – Decatherm):
Settlement Dates
Volume
Electricity (in MWH)
Gas (in Dth)
Second quarter of 2026
Third quarter of 2026
Fourth quarter of 2026
First quarter of 2027
Second quarter of 2027
Third quarter of 2027
Fourth quarter of 2027
The fair value of outstanding derivative instruments recorded in the accompanying condensed consolidated balance sheets were as follows:
Asset Derivatives
Balance Sheet Location
Derivatives not designated or not qualifying as hedging instruments:
Energy contracts and options1
Energy contracts and options
Total derivatives not designated or not qualifying as hedging instruments — Assets
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 condensed consolidated statements of operations were as follows:
Amount of Gain Recognized on Derivatives
Derivatives not designated or not qualifying as
Location of Gain
hedging instruments
Recognized on Derivatives
Note 8—Other Current Assets and Other Assets
Other current assets consisted of the following:
Investments in equity securities—current
Investment property
Assets held for sale
Fair value of derivative contracts—current
Total other current assets
In the fourth quarter of 2025, the Company evaluated the financial viability of solar construction projects for commercial and industrial customers (C&I Projects) after the enactment of the OBBB. The Company decided to discontinue several C&I Projects and market other projects for sale to other contractors to continue the projects.
In the fourth quarter of 2025, the Company initiated a plan to sell an uncompleted C&I Project to another contractor. The carrying value of C&I Project included in the prepaid expense account of $1.1 million was reclassified as assets and liabilities held for sale and reported at the lower of cost and fair value less cost to sell. The Company used the market approach to estimate the fair values of assets held for sale based on the current offer from independent third parties.
Other assets consisted of the following:
Investments in equity securities—noncurrent
Security deposits
Right-of-use assets, net of amortization
Fair value of derivative contracts—noncurrent
Total other assets
Note 9—Investments
Equity investments consist of the following:
Location in Balance Sheet
Measurement
Various publicly-held companies
Quoted market price
Alternative investments
Net asset value
Cost
Total included in other current assets
Equity method investments
Other noncurrent assets
Equity method
Total equity investments included in other noncurrent assets
The changes in the carrying values of the Company's equity investments without readily determinable fair values for which the Company elected the measurement alternative were as follows:
Balance, beginning of period
Purchase
Gain recognized during the period
Distribution
Balance, end of period
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, 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 carried 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 December 31, 2025, $1.8 million was outstanding under the note payable with an effective interest rate of 5.0%.
In January 2026, the Company extinguished the notes payable by paying the $1.8 million principal amount plus the $0.1 million accumulated accrued interest.
Howard Jonas' share in the investment property was diluted to 16.1% and 23.8%, at March 31, 2026 and December 31, 2025, respectively, resulting from additional investments by the Company in the investment property.
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, 2026 to March 31, 2026:
Genie
GRE
Renewables
Balance at January 1, 2026
Cumulative translation adjustment
Balance at March 31, 2026
The table below presents information on the Company’s other intangible assets:
Weighted
Average
Gross
Amortization
Carrying
Net
Period
Balance
Patents and trademarks
Customer relationships
Licenses
Patent and trademark
Amortization expense of intangible assets was $0.1 million for each of the three months ended March 31, 2026 and 2025. The Company estimates that amortization expense of intangible assets will be $0.2 million, $0.2 million, $0.2 million, $0.2 million, $0.2 million and $0.8 million for the remainder of 2026 and for 2027, 2028, 2029, 2030 and thereafter, respectively.
Note 11—Accrued Expenses and Other Current Liabilities
Accrued expenses consisted of the following:
Renewable energy
Liability to customers related to promotions and retention incentives
Payroll and employee benefits
Other accrued expenses
Total accrued expenses
Other current liabilities consisted of the following:
Current hedge liabilities
Current lease liabilities
Total other current liabilities
Note 12—Leases
The Company is the lessee under operating lease agreements, primarily for office space in domestic and foreign locations where it has operations and for solar development projects with lease periods expiring between 2026 and 2052. The Company has no finance leases.
The Company determines if a contract is a lease at inception. Right-of-Use ("ROU") assets are included under other assets in the condensed consolidated balance sheet. The current portion of the operating lease liabilities are included in other current liabilities and the noncurrent portion is included in other liabilities in the condensed consolidated balance sheets.
ROU assets and operating lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the incremental borrowing rate, because the interest rate implicit in most of our leases is not readily determinable. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized borrowing rate based on information available at the lease commencement date. ROU assets also include any prepaid lease payments and lease incentives. The lease terms include periods under options to extend or terminate the lease when it is reasonably certain that we will exercise that option. The Company uses the base, non-cancellable, lease term when determining the lease assets and liabilities. Operating lease expense is recognized on a straight-line basis over the lease term.
ROU Assets
Current portion of operating lease liabilities
Noncurrent portion of operating lease liabilities
At March 31, 2026, the weighted average remaining lease term was 22.0 years and the weighted average discount rate was 9.0%.
Supplemental cash flow information for ROU assets and operating lease liabilities are as follows:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating activities
ROU assets obtained in the exchange for lease liabilities
Operating leases
Future lease payments under operating leases as of March 31, 2026 were as follows:
Remainder of 2026
2027
2028
2029
2030
Thereafter
Total future lease payments
Less imputed interest
Total operating lease liabilities
Rental expenses under operating leases were $0.2 million and $0.1 million for the three months ended March 31, 2026 and 2025, respectively.
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, 2026 (in thousands, except per share amounts):
Dividend
Aggregate
Declaration Date
Per Share
Dividend Amount
Record Date
Payment Date
February 5, 2026
February 18, 2026
February 26, 2026
On May 12, 2026, 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 2026. The dividend will be paid on or about June 2, 2026 to stockholders of record as of the close of business on May 22, 2026.
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. There were no purchases under this program in the three months ended March 31, 2026. 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. At March 31, 2026, 3.5 million shares of Class B common stock remained available for repurchase under the stock repurchase program.
As of March 31, 2026 and December 31, 2025, there were 4.5 million outstanding shares of Class B common stock held in the Company's treasury, with a cost basis of $48.8 million and $48.3 million, respectively, at a weighted average cost per share of $10.77 and $10.75, respectively.
Exercise of Stock Options
There were no exercises of options to purchase any of the Company's common stock in the three months ended March 31, 2026.
At March 31, 2026, there were no outstanding options to purchase the Company's common stock.
Purchase of Equity of Subsidiary
In the fourth quarter of 2025, the Company purchased from a certain investor an 8.4% equity interest in Roded for $0.3 million, increasing its interest in Roded to 71.0%.
Stock-Based Compensation
As of March 31, 2026, there was $3.2 million 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 1.4 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 did 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 had the power to direct the activities of CCE that most significantly impact its economic performance and it had 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 was the primary beneficiary of CCE, and as a result, the Company consolidated 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.
In April 2025, the Company signed an Equity Purchase Agreement with Tari Corporation to acquire a 100% interest in CCE for one U.S. dollar and the forgiveness of all intercompany balances of CCE with the Company, subject to approval of the Federal Energy Regulatory Commission, which the Company received on November 7, 2025.
Net loss related to CCE and aggregate net funding provided by the Company were each $0.2 million for the three months ended March 31, 2025.
Note 15—Income Taxes
The following table provides a summary of the Company's effective tax rate:
Reported tax rate
The reported tax rates for the three months ended March 31, 2026 increased compared to the same period in 2025. 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.
The Company determined an annual effective tax rate and applied that annual effective tax rate to the Company's taxable income for the year to date interim periods. The effective tax rate differs from the statutory tax rate primarily due to the effect of nondeductible employee compensation expenses.
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:
Basic weighted-average number of shares
Effect of dilutive securities:
Non-vested restricted Class B common stock
Diluted weighted-average number of shares
There were no instruments excluded from the computation of diluted earnings per share for the three months ended March 31, 2026 and 2025.
Note 17—Related Party Transactions
In the third quarter of 2024, Howard Jonas contributed $0.9 million to a majority-owned subsidiary of the Company, related to an acquisition of an investment property (see Note 9—Investments).
In June 2025, the Company acquired 130,484 Class B common stock of Rafael Holdings, Inc. ("Rafael") for $0.2 million in the rights offering undertaken by Rafael. Rafael is a former subsidiary of IDT that was spun off from IDT in March 2018. Howard S. Jonas is the Executive Chairman, Chairman of the Board of Directors and Chief Executive Officer of Rafael. For each of the three months ended March 31, 2026 and 2025, the Company recognized nominal amounts of gain and loss in connection with the investment. At March 31, 2026, the Company holds 346,877 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. On October 28, 2011, the Company was spun-off by IDT to IDT's stockholders. 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” expenses in the condensed consolidated statements of operations.
Amount IDT charged the Company
Amount the Company charged IDT
The following table presents the balance of receivables and payables to IDT:
Due to IDT
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 $0.4 million in 2025 related to premiums of various insurance policies that were brokered by IGM. There was no payment in the three months ended March 31, 2026. There was no outstanding payable to IGM as of March 31, 2026. 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.
Note 18—Business Segment Information
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 its 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 ("CODM"), its chief executive officer.
The CODM uses segment income (loss) from operations to allocate resources for each segment. The CODM considers revenues and income (loss) from operations to assess performance and make decisions about allocating resources to the segments.
The accounting policies of the segments are the same as the accounting policies of the Company as a whole. There are no significant asymmetrical allocations to segments.
Operating results for the business segments of the Company were as follows:
GREW
Corporate
Revenues
Marketing and customer acquisition expenses
Employee-related expenses
Other selling, general and administrative expenses
Income (loss) from operations
Provision for (benefit from) income taxes
Total assets for the business segments of the Company were as follows
Total assets:
The total assets of the corporate segment includes the total assets of discontinued operations of Lumo Finland and Lumo Sweden with an aggregate net book value of $1.3 million and $1.4 million at March 31, 2026 and December 31, 2025, respectively.
Note 19—Commitments and Contingencies
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, 2026, 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, 2026 and 2025, Resident Energy’s gross revenues from sales in Illinois were $7.0 million and $8.1 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.
See 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 $131.3 million at March 31, 2026, of which $124.4 million was for future purchase of electricity. The purchase commitments outstanding as of March 31, 2026 are expected to be paid as follows:
Total payments
In the three months ended March 31, 2026, the Company purchased $48.2 million and $1.8 million of electricity and renewable energy credits, respectively, under purchase commitments that were open during the period. 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 purchase commitments that were open during the period.
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, 2026, GRE had commitments to purchase renewable energy credits of $6.9 million, which are reflected in the table above.
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, 2026, GRE had aggregate performance bonds of $29.5 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, 2026, the Company was in compliance with such covenants. At March 31, 2026, restricted cash—short-term of $1.6 million and trade accounts receivable of $72.3 million were pledged to BP as collateral for the payment of trade accounts payable to BP of $18.3 million at March 31, 2026.
Note 20—Debt
Term Loan
On November 18, 2024, the Company's 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):
2032
Total term loan
Less: Current portion
Noncurrent portion of term loan
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 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, 2026 the Company was in compliance with all such covenants.
At March 31, 2026 and December 31, 2025, there was $7.0 million and $7.1 million, outstanding under the Term Loan at a weighted average interest rate of 6.3% and 6.2%, 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 restrictions on certain cash accounts specified in the agreements. At March 31, 2026 and December 31, 2025, aggregate of $3.9 million and $3.8 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 12, 2025, the Company entered into an amendment of the existing Credit Agreement to extend the maturity date to December 31, 2026. The aggregate maximum draw of the facility was retained as a $3.0 million credit line (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, 2026, there were $1.0 million in letters of credit issued by JP Morgan Chase Bank. At March 31, 2026, the cash collateral of $3.3 million was included in restricted cash—short-term in the condensed consolidated balance sheet.
Note 21—Recently Issued Accounting Standards
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.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 provides a practical expedient permitting entities to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets. The guidance is effective for annual reporting periods beginning after December 15, 2025, and for interim periods within those annual reporting periods. Early adoption is permitted. The guidance should be applied prospectively. The Company adopted this guidance in 2026 and determine that it has no impact to our consolidated financial statements.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following information should be read in conjunction with the accompanying condensed 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, 2025 (the "2025 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 2025 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 2025 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 91.5% interest in Diversegy, our energy procurement advisor for industrial, commercial and municipal customers, a 95.5% interest in Genie Solar, an integrated solar energy company that develops, constructs and operates utility-scale solar energy projects, a 93.8% interest in CityCom Solar, a marketer of community solar and alternative products and services complimentary to our energy offerings and a 72.2% interest in Roded, a producer of high-grade plastic pallets from recycled materials.
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, as well as opportunities for diversification of our 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 the sustained volatility of 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 was fixed and was settled monthly based on the monthly commodity volume specified in the instruments between September 2022 and March 2025.
We determined that the discontinuation of operations of Lumo Finland and Lumo Sweden represented a strategic shift that would have a major effect on our 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 condensed consolidated balance sheets as March 31, 2026 and December 31, 2025. Lumo Sweden is continuing to liquidate its remaining assets and to settle any remaining liabilities.
On 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 we 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 Sweden, net of taxes was minimal for and $0.1 million for the three months ended March 31, 2026 and 2025, respectively.
On November 8, 2023, the Lumo Administrators, acting on behalf of the Lumo Finland 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 they allege that the gain from the sale of swap instruments owned by Lumo Sweden amounting to €35.2 million (equivalent to $40.8 million as of March 31, 2026) 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 $5.6 million as of March 31, 2026), 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 $46.3 million as of March 31, 2026). We believe that the Lumo Administrators' position is without merit, and are 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 $4.9 million as of March 31, 2026) 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 $1.9 million as of March 31, 2026) 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 million 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 are challenging the Lumo Administrator's claims.
We believe 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, we expect those claims to be in the range of €2.0 million to €4.0 million. Although we do not believe that it is legally obligated to pay anything in respect of the claims, given the likelihood of negotiating a settlement to minimize further costs of challenging the claims, we 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 condensed consolidated statement of operations for the year ended December 31, 2024.
Legal proceedings
We periodically receive requests for information, documents and subpoenas from regulators, the majority of which are routine and related to compliance obligations. On certain occasions, a regulatory or governmental bodies may, in response to the interaction, formalize additional requests or eventually file an action or lawsuit. See Note 19, Commitments and Contingencies, in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q, which is incorporated by reference, for further detail on agency and regulatory proceedings.
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 94.7% and 96.8% of our consolidated revenues in the three months ended March 31, 2026 and 2025, 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 effect. 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 43.3% and 43.0% of GRE’s natural gas revenues for the relevant years were generated in the first quarter of 2025 and 2024, 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 30.7% and 28.7% of GRE’s electricity revenues for 2025 and 2024, respectively, were generated in the third quarters of those years. 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 a material impact on our margins and operations.
In addition to the direct 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 provide billing and collections services to the GRE's REPs. In addition, utility companies offer purchase of receivables, 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. Under the POR programs, the 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, 2026 and 2025, the associated cost was approximately 1.4% and 1.2% of GRE's revenues, respectively. At March 31, 2026 and December 31, 2025, 68.9% and 86.6%, 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 which 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.
There are no trade receivables by customer that equaled or exceeded 10.0% of consolidated net trade receivables at March 31, 2026 or December 31, 2025.
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 Condensed Consolidated Financial 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 Condensed 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 Estimates
Our condensed 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 2 to our consolidated financial statements included in the 2025 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 specifically the estimation of unbilled revenues. 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 2025 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 Condensed Consolidated Financial Statements 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 condensed consolidated results of operations.
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
Genie Retail Energy Segment
Change
(amounts in thousands)
$
Selling, general and administrative expenses
nm—not meaningful
Revenues. Electricity revenues decreased by 4.5% in the three months ended March 31, 2026 compared to the same period in 2025. The decrease was due to a decrease in electricity consumption partially offset by an increase in the average price per kilowatt hour charged to customers in the three months ended March 31, 2026 compared to the same period in 2025. Electricity consumption by GRE’s REPs' customers decreased by 19.2% in the three months ended March 31, 2026, compared to the same period in 2025, reflecting 18.9% and 0.4% decreases in the average number of meters served and average consumption per meter, respectively. The decrease in meters served was driven by expiration of aggregation deals over the course of 2025. The average rate per kilowatt hour sold increased by 18.2% in the three months ended March 31, 2026 compared to the same period in 2025 due to general market conditions.
Natural gas revenues increased by 24.4% in the three months ended March 31, 2026 compared to the same period in 2025. The increase was a result of a 37.0% increase in average revenue per therm sold in the three months ended March 31, 2026 compared to the same period in 2025, due to general market conditions, partially offset by a 9.2% decrease in natural gas consumption by GRE’s REPs' customers in the three months ended March 31, 2026, compared to the same period in 2025, reflecting 0.1% and 9.0% decreases in the average number of meters served and average consumption per meter, respectively. The decrease in the average consumption per meter was driven change in customer mix during the periods.
Other revenues in the three months ended March 31, 2025 pertains to revenues from customer termination fees from commercial customers.
The customer base for GRE’s REPs as measured by meters served consisted of the following:
September 30, 2025
June 30, 2025
March 31, 2025
Meters at end of quarter:
Electricity customers
Natural gas customers
Total meters
Gross meter acquisitions in the three months ended March 31, 2026, were 84,000 compared to 61,000 for the same period in 2025. Gross meter acquisitions for the three months ended March 31, 2026 increased compared to the same period in 2025 as we continue to increase our investments in customer acquisition efforts.
Meters served increased by 18,000 between December 31, 2025 and March 31, 2026. The increase in the number of meters served at March 31, 2026 compared to December 31, 2025 is due to new sales during the three months ended March 31, 2026 as customer acquisition increased as discussed above.
In the three months ended March 31, 2026, average monthly churn increased to 5.8% compared to 5.5% for the same period in 2025.
The average rates of annualized energy consumption by GRE's REPs' customers, 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:
Total RCEs
RCEs at March 31, 2026 increased by 25,000 compared to December 31, 2025. The increase is due to increases in the number of meters served as discussed above.
Cost of Revenues and Gross Margin Percentage. GRE’s cost of revenues and gross margin percentage were as follows:
Cost of revenues:
Total cost of revenues
Gross margin percentage:
Total gross margin percentage
Cost of revenues for electricity increased in the three months ended March 31, 2026 compared to the same period in 2025 primarily because of an increase in the average unit cost of electricity partially offset by the decrease in electricity consumption by GRE’s REPs’ customers. The average unit cost of electricity increased 27.5% in the three months ended March 31, 2026 compared to the same period in 2025 due to general market conditions. The gross margin on electricity sales decreased in the three months ended March 31, 2026 compared to the same period in 2025 because the unit cost of electricity increased more than the increase in the average rate charged to customers.
Cost of revenues for natural gas increased in the three months ended March 31, 2026 compared to the same period in 2025 primarily because of an increase in the average unit cost of natural gas partially offset by a decrease in natural gas consumption by GRE's REPs' customers. The average unit cost of natural gas increased 54.6% in the three months ended March 31, 2026 compared to the same period in 2025 due to general market conditions. Gross margin on natural gas sales decreased in the three months ended March 31, 2026 compared to the same period in 2025 because the average unit cost of natural gas increased more than the average rate charged to customers.
Selling, General and Administrative. Selling, general and administrative expenses increased by 17.7% in the three months ended March 31, 2026 compared to the same period in 2025 primarily due to increases in marketing and customer acquisition costs and provision for credit losses partially offset by a decrease in employee-related expenses. Marketing and customer acquisition expenses increased by $3.7 million in the three months ended March 31, 2026 compared to the same period in 2025 due to an increase in meters acquired in the three months ended March 31, 2026 compared to the same period in 2025. Provision for credit losses increased by $0.2 million in the three months ended March 31, 2026 compared to the same period in 2025. Employee-related expenses decreased by $0.8 million in the three months ended March 31, 2026 compared to the same period in 2025 primarily due to a decrease in bonus accrual. As a percentage of GRE’s total revenues, selling, general and administrative expenses increased from 14.4% in the three months ended March 31, 2025 to 16.6% in the three months ended March 31, 2026.
Genie Renewables Segment
The GREW (formerly GES) segment is composed of Genie Solar, CityCom, Roded and Diversegy. Genie Solar is an integrated solar energy company that develops, constructs and operates utility-scale solar energy projects. CityCom is a marketer of community solar and alternative products and services complementary to our energy offerings. Diversegy is a provider of energy procurement advisory services to industrial, commercial and municipal customers. Roded is a producer of high-grade plastic pallets form recycled materials.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was enacted into law. The law accelerates the expiration of the federal investment tax credit on solar projects, effective for projects going online after December 31, 2027. In light of this law, the Company evaluated the financial viability of all its solar projects and its qualification for the federal solar investment tax credits. The Company identified several projects that will be discontinued and assessed the values of the related assets at the lower of fair value less cost to sell and net book value. The Company also identified several assets, including definite life intangibles and solar panel inventories and assessed the carrying values for impairment.
%
Cost of revenue
Loss from operations
Revenues. GREW's revenues increased in the three months ended March 31, 2026 compared to the same period in 2025 due to increases in revenues generated by Genie Solar and CityCom Solar partially offset by a decrease in revenues generated by Diversegy. Genie Solar's revenues from the sale of solar panels and development of solar projects for customers, electricity generation from operational solar arrays and sale of solar panels increased by $2.9 million in the three months ended March 31, 2026 compared to the same period in 2025 as the Company sold its remaining solar panels at its carrying costs to reduce the level of solar panel inventories. Revenues from CityCom Solar increased by $0.4 million in the three months ended March 31, 2026 compared to the same period in 2025. Diversegy's revenues from commissions, entry fees and other fees decreased by $0.3 million in the three months ended March 31, 2026 compared to the same period in 2025.
Cost of Revenues. The increase in the cost of revenues in the three months ended March 31, 2026 compared to 2025 is due to the cost of solar panels that are sold in Genie Solar. In the three months ended March 31, 2026, we recorded a $0.9 million charge to the cost of revenues of Genie Solar to write down the carrying value of solar panel inventories to the estimated net realizable value.
Selling, General and Administrative. Selling, general and administrative expenses increased by 36.0% in the three months ended March 31, 2026 compared to the same period in 2025 due to increases in employee-related costs, consulting fees and depreciation expenses. Employee-related costs increased by $0.3 million in the three months ended March 31, 2026 compared to the same period in 2025, due to an increase in the number of employees, principally at Diversegy. Consulting fees increased by $0.2 million in the three months ended March 31, 2026 compared to the same period in 2025 due to an increase in level of business activities. Depreciation expenses increased by $0.1 million in the three months ended March 31, 2026 compared to the same period in 2025 due to completion and start of operation of community solar project and new equipment used in Roded.
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 expenses and other corporate-related general and administrative expenses.
General and administrative expenses and loss from operations
Corporate general and administrative expenses decreased by 6.0% in the three months ended March 31, 2026 compared to the same period in 2025 due to lower accrued bonuses. As a percentage of consolidated revenues, Corporate general and administrative expenses decreased to 1.7% in the three months ended March 31, 2026 from 1.8% in the three months ended March 31, 2025.
Consolidated
Selling, general and administrative expenses. Stock-based compensation expense included in consolidated selling, general and administrative expenses was $0.7 million in each of the three months ended March 31, 2026 and 2025. At March 31, 2026, the aggregate unrecognized compensation cost related to non-vested stock-based compensation was $3.2 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:
Loss from discontinued operations, net of tax
Net loss attributable to noncontrolling interests
Net income attributable to Genie Energy Ltd.
Interest income. Interest income decreased in the three months ended March 31, 2026, compared to the same period in 2025 primarily due to a decrease in average balances of cash and cash equivalents and restricted cash during the periods.
Other Income, net. Other income, net in the three months ended March 31, 2026 and 2025 consisted primarily of gains from investments, net of losses.
Provision for Income Taxes. The change in the reported tax rate for the three months ended March 31, 2026 compared to the same periods in 2025 is the result of changes in the mix of jurisdictions in which taxable income was earned and the nature of certain deductions.
Net Loss Attributable to Noncontrolling Interests. The net loss attributable to noncontrolling interests in the three months ended March 31, 2026 was primarily due to the shares of noncontrolling interest in the operations of Roded and Genie Solar. The net loss attributable to noncontrolling interest in the three months ended March 31, 2025 consisted primarily of the share of noncontrolling interest in the operations of Citizens Choice Energy.
Net loss from Discontinued Operations, net of tax. Loss from discontinued operations, net of tax in the three months ended March 31, 2026 and 2025 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 $194.6 million balance of unrestricted and restricted cash and cash equivalents that we held at March 31, 2026 will be sufficient to meet our anticipated cash requirements for at least twelve months from the issuance of the financial statements included in this March 31, 2026 Form 10-Q.
At March 31, 2026, we had working capital (current assets less current liabilities) of $188.4 million.
Cash flows (used in) provided by:
Effect of exchange rate changes on cash, cash equivalents and restricted cash
Increase in cash, cash equivalents and restricted cash of continuing operations
Cash flows provided by discontinued operations
Net (decrease) increase in cash, cash equivalents and restricted cash
Operating Activities
Cash, cash equivalents and restricted cash used in operating activities of continuing operations was $6.5 million in the three months ended March 31, 2026 compared to the cash provided by operating activities of $13.5 million in the three months ended March 31, 2025. The decrease in cash flows is due primarily to the fluctuation in the results of operations in the three months ended March 31, 2026 compared to the same period in 2025.
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 decreased cash flows by $13.1 million for the three months ended March 31, 2026, compared to the same period in 2025.
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, 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 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, 2026, we were in compliance with such covenants. At March 31, 2026, restricted cash—short-term of $1.6 million and trade accounts receivable of $72.3 million were pledged to BP as collateral for the payment of trade accounts payable to BP of $18.3 million at March 31, 2026.
We had purchase commitments of $131.3 million at March 31, 2026, of which $124.4 million was for purchases of electricity.
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 2026 and 2052. Our future lease payments under the operating leases as of March 31, 2026 were $2.2 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, 2026, we had outstanding aggregate performance bonds of $29.5 million and $1.0 million of unused letters of credit.
Investing Activities
Our capital expenditures decreased by $0.9 million for the three months ended March 31, 2026 compared to the same period in 2025, due to the completion of a solar development project in December 2025. Our 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, 2026 will be between $5.0 million to $10.0 million mostly related to solar projects under development at GREW.
In the three months ended March 31, 2026, we acquired nominal interests in various ventures for an aggregate amount of investments of $5.0 million.
In the three months ended March 31, 2026 and 2025, we invested minimal amount and $0.4 million towards the improvement of an investment property we acquired in 2024.
Financing Activities
In the three months ended March 31, 2026 and 2025, we paid aggregate dividends of $0.075 per share to stockholders of our Class A common stock and Class B common stock, or total aggregate dividends of $2.0 million for each in the three months ended March 31, 2026 and 2025. On May 12, 2026 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 June 2, 2026 to stockholders of record as of the close of business on May 22, 2026.
In each of the three months ended March 31, 2026 and 2025, we paid $0.5 million to repurchase shares 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. Such shares were repurchased by us based on their fair market value on the trading day immediately prior to the vesting date.
In January 2026, we extinguished the notes payable by paying the $1.8 million principal amount plus the $0.1 million accumulated accrued interest. The note payable carried a 5.0% interest rate.
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.
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 elapsed 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, 2026, we were in compliance with all such covenants. At March 31, 2026, there was $7.0 million outstanding under the Term Loan at a weighted average interest rate of 6.3%. 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, 2026, an aggregate of $3.9 million are deposited in NCB and are subject to certain restrictions.
In the three months ended March 31, 2026, we paid the required installment of the principal amount of the Term Loan of $0.1 million. There were no required payment in the three months ended March 31, 2025.
On December 13, 2018, we entered into a Credit Agreement with JPMorgan Chase Bank (“Credit Agreement”). On October 12, 2025, we entered into an amendment of the existing Credit Agreement to extend the maturity date of December 31, 2026. The aggregate principal amount was retained at $3.0 million credit line facility (“Credit Line”). We pay 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. We 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, 2026, there are $1.0 million in letters of credit issued by JP Morgan Chase Bank. At March 31, 2026, the cash collateral of $3.3 million was included in restricted cash—short-term in our condensed consolidated balance sheet.
Cash flows from discontinued operations
Cash used in discontinued operations of Lumo Sweden was minimal in the three months ended March 31, 2026. Cash provided by operating activities of discontinued operations was $1.8 million in the three months ended March 31, 2025. The cash provided by operating activities of discontinued operations in the three months ended March 31, 2025 pertains to the proceeds from the settlement of hedges of Lumo Sweden, in which the last payment was received in April 2025.
Quantitative and Qualitative Disclosures About Market Risks.
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, 2026 had remained the same as in the three months ended March 31, 2025, our gross profit from electricity would have increased by $2.4 million and our gross profit from natural gas would have decreased $1.3 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 revenues in our condensed consolidated statements of operations. We recognized gains from derivative instruments of $3.3 million and $3.2 million in the three months ended March 31, 2026 and 2025, respectively.
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 not effective as of March 31, 2026, due to the material weaknesses in internal control over financial reporting that were disclosed in the 2025 Form 10-K.
Remediation. As previously described in Part II, Item 9A of the 2025 Form 10-K, we began implementing a remediation plan to address the material weaknesses mentioned above. The weaknesses will not be considered remediated, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We expect that the remediation of these material weaknesses will be completed in 2026.
Changes in Internal Control over Financial Reporting. In the first quarter of 2026, we substantially completed the implementation of a new enterprise resource planning (ERP) system, to maintain the Company's financial records, process transactions and financial reporting. We have made changes to our internal control over financial reporting to address the related processes and systems. ∙ There were no other changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended March 31, 2026, 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 Condensed 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 2025 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 2026:
Total Number
Maximum
of Shares
Number of
Purchased as
Shares that
part of
May Yet Be
Publicly
Purchased
Announced
Under the
Price
Plans or
per Share
Programs
Programs (1)
January 1–31, 2026
February 1–28, 2026
March 1–31, 2026
(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
Exhibit Number
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*
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*
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 15, 2026
By:
/s/ Michael M. Stein
Michael M. Stein
/s/ Avi Goldin
Avi Goldin