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[10-Q] Genie Energy Ltd. Quarterly Earnings Report

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(Neutral)
Form Type
10-Q

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Table of Contents



 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED June 30, 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

(Registrants 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 August 4, 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:

24,745,297 shares (excluding 4,619,943 treasury shares)

 



 

 

  

 

 

GENIE ENERGY LTD.
TABLE OF CONTENTS

 

 

PART I. FINANCIAL INFORMATION

1

   
 

Item 1.

Financial Statements

1

       
   

CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2026 (UNAUDITED) AND DECEMBER 31, 2025

1

       
   

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (UNAUDITED)

2

       
   

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (UNAUDITED)

3

       
   

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (UNAUDITED) 

4

       
   

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 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

47

       

PART II. OTHER INFORMATION

48

       
 

Item 1.

Legal Proceedings

48

       
 

Item 1A.

Risk Factors

48

       
 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

48

       
 

Item 3.

Defaults upon Senior Securities

48

       
 

Item 4.

Mine Safety Disclosures

48

       
 

Item 5.

Other Information

48

       
 

Item 6.

Exhibits

49

       

SIGNATURES

50

 

i

  

 

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements (Unaudited)

 

GENIE ENERGY LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

 

  

June 30,

  

December 31,

 
  

2026

  

2025

 
  

(Unaudited)

    

Assets

        

Current assets:

        

Cash and cash equivalents

 $184,841  $203,516 

Restricted cash

  10,148   7,936 

Marketable equity securities

  9,319   409 

Trade accounts receivable, net of allowance for credit losses of $8,972 and $7,876 at June 30, 2026 and December 31, 2025, respectively

  55,953   70,062 

Inventory

  15,251   12,370 

Prepaid expenses

  15,333   10,567 

Other current assets

  12,941   17,154 

Current assets of discontinued operations

  1,293   1,419 

Total current assets

  305,079   323,433 

Property and equipment, net

  29,474   28,303 

Goodwill

  13,898   12,978 

Other intangibles, net

  1,655   1,804 

Deferred income tax assets, net

  2,309   2,309 

Other assets

  17,304   20,553 

Total assets

 $369,719  $389,380 

Liabilities and equity

        

Current liabilities:

        

Trade accounts payable

 $30,141  $41,094 

Accrued expenses

  49,606   50,782 

Income taxes payable

  12,820   28,851 

Current debt, net

  370   2,139 

Due to IDT Corporation, net

  99   112 

Other current liabilities

  9,500   10,052 

Current liabilities of discontinued operations

  2,981   2,996 

Total current liabilities

  105,517   136,026 

Noncurrent debt, net

  6,477   6,529 

Other liabilities

  2,490   2,379 

Total liabilities

  114,484   144,934 

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 June 30, 2026 and December 31, 2025

      

Class A common stock, $0.01 par value; authorized shares—35,000; 1,574 shares issued and outstanding at June 30, 2026 and December 31, 2025

  16   16 

Class B common stock, $0.01 par value; authorized shares—200,000; 29,365 and 29,339 shares issued and 24,788 and 24,847 shares outstanding at June 30, 2026 and December 31, 2025, respectively

  293   293 

Additional paid-in capital

  159,163   157,763 

Treasury stock, at cost, consisting of 4,577 and 4,492 shares of Class B common stock at June 30, 2026 and December 31, 2025

  (49,451)  (48,274)

Accumulated other comprehensive income

  5,259   4,921 

Retained earnings

  146,357   136,183 

Total Genie Energy Ltd. stockholders’ equity

  261,637   250,902 

Noncontrolling interests:

        

Noncontrolling interests

  (6,402)  (6,034)

Receivable from issuance of equity

     (422)

Total noncontrolling interests

  (6,402)  (6,456)

Total equity

  255,235   244,446 

Total liabilities and equity

 $369,719  $389,380 

 

See accompanying notes to condensed consolidated financial statements.

 

 

1

 

 

GENIE ENERGY LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

 

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 

(in thousands, except per share data)

 

2026

  

2025

  

2026

  

2025

 
                 

Revenues:

                

Electricity

 $83,550  $89,885  $182,962  $193,948 

Natural gas

  10,581   9,107   45,932   37,516 

Other

  6,268   6,259   13,817   10,594 

Total revenues

  100,399   105,251   242,711   242,058 

Cost of revenues

  66,726   81,771   179,217   181,215 

Gross profit

  33,673   23,480   63,494   60,843 

Operating expenses:

                

Selling, general and administrative

  27,148   21,177   55,097   45,064 

Impairment of assets

     35      35 

Income from operations

  6,525   2,268   8,397   15,744 

Interest income

  1,511   1,998   3,162   3,979 

Interest expense

  (121)  (156)  (245)  (345)

Other income, net

  3,761   54   4,471   216 

Income before income taxes

  11,676   4,164   15,785   19,594 

Provision for income taxes

  (239)  (1,822)  (1,824)  (7,034)

Net income from continuing operations

  11,437   2,342   13,961   12,560 

Income (loss) from discontinued operations, net of taxes

  3   47   (8)  (57)

Net income

  11,440   2,389   13,953   12,503 

Net income (loss) attributable to noncontrolling interests, net

  65   45   (200)  (284)

Net income attributable to Genie Energy Ltd. common stockholders

 $11,375  $2,344  $14,153  $12,787 
                 

Net income (loss) attributable to Genie Energy Ltd. common stockholders

                

Continuing operations

 $11,372  $2,297  $14,161  $12,844 

Discontinued operations

  3   47   (8)  (57)

Net income attributable to Genie Energy Ltd. common stockholders

 $11,375  $2,344  $14,153  $12,787 

Earnings per share attributable to Genie Energy Ltd. common stockholders:

                

Basic:

                

Continuing operations

 $0.44  $0.09  $0.54  $0.49 

Discontinued operations

            

Earnings per share attributable to Genie Energy Ltd. common stockholders

 $0.44  $0.09  $0.54  $0.49 

Diluted

                

Continuing operations

 $0.43  $0.09  $0.54  $0.48 

Discontinued operations

            

Earnings per share attributable to Genie Energy Ltd. common stockholders

 $0.43  $0.09  $0.54  $0.48 
                 

Weighted-average number of shares used in calculation of earnings per share:

                

Basic

  26,069   26,173   26,060   26,287 

Diluted

  26,152   26,516   26,171   26,631 
                 

Dividends declared per common share

 $0.075  $0.075  $0.150  $0.150 

 

See accompanying notes to condensed consolidated financial statements.

 

2

 

 

GENIE ENERGY LTD.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 

(in thousands)

 

2026

   

2025

   

2026

   

2025

 
                   

(in thousands)

 

Net income

  $ 11,440     $ 2,389     $ 13,953     $ 12,503  

Other comprehensive loss:

                               

Foreign currency translation adjustments

    262       1,045       373       2,169  

Comprehensive income

    11,702       3,434       14,326       14,672  

Comprehensive loss attributable to noncontrolling interests

    (100 )     (743 )     164       (1,084 )

Comprehensive income attributable to Genie Energy Ltd.

  $ 11,602     $ 2,691     $ 14,490     $ 13,588  

 

See accompanying notes to condensed consolidated financial statements.

 

3

 

 

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

      

Other

      

Non

  

Receivable

     
  

Stock

  

Common Stock

  

Common Stock

  

Paid-In

  

Treasury

  

Comprehensive

  

Retained

  

controlling

  

for Issuance

  

Total

 
  

Shares

  

Amount

  

Shares

  

Amount

  

Shares

  

Amount

  

Capital

  

Stock

  

Income

  

Earnings

  

Interests

  

of Equity

  

Equity

 

BALANCE AT JANUARY 1, 2026

    $   1,574  $16   29,339  $293  $157,763  $(48,274) $4,921  $136,183  $(6,034) $(422) $244,446 

Dividends on common stock ($0.075 per share)

                             (2,019)        (2,019)

Stock-based compensation

              14      720                  720 

Restricted Class B common stock purchased from employees

                       (517)              (517)

Dilution of noncontrolling interest in a subsidiary

                                (422)  422    

Restricted Class B common stock issued to a member of the Board of Directors

              3      50                  50 

Other comprehensive income

                          111            111 

Net income (loss) for three months ended March 31, 2026

                             2,778   (264)     2,514 

BALANCE AT MARCH 31, 2026

    $   1,574  $16   29,356  $293  $158,533  $(48,791) $5,032  $136,942  $(6,720) $  $245,305 

 

                                  

Accumulated

                 
  

Preferred

  

Class A

  

Class B

  

Additional

      

Other

      

Non

  

Receivable

     
  

Stock

  

Common Stock

  

Common Stock

  

Paid-In

  

Treasury

  

Comprehensive

  

Retained

  

controlling

  

for Issuance

  

Total

 
  

Shares

  

Amount

  

Shares

  

Amount

  

Shares

  

Amount

  

Capital

  

Stock

  

Income

  

Earnings

  

Interests

  

of Equity

  

Equity

 

BALANCE AT MARCH 31, 2026

    $   1,574  $16   29,356  $293  $158,533  $(48,791) $5,032  $136,942  $(6,720) $  $245,305 

Dividends on common stock ($0.075 per share)

                             (1,960)        (1,960)

Stock-based compensation

              9      630                  630 

Repurchase of Class B common stock from stock repurchase program

                       (660)              (660)

Acquisition of subsidiary

                                218      218 

Other comprehensive income

                          227      35      262 

Net income for three months ended June 30, 2026

                             11,375   65      11,440 

BALANCE AT JUNE 30, 2026

    $   1,574  $16   29,365  $293  $159,163  $(49,451) $5,259  $146,357  $(6,402) $  $255,235 

 

4

 

GENIE ENERGY LTD.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(in thousands, except dividend per share) (Continued)

Genie Energy Ltd. Stockholders

 

                                  

Accumulated

                 
  

Preferred

  

Class A

  

Class B

  

Additional

      

Other

      

Non

  

Receivable for

     
  

Stock

  

Common Stock

  

Common Stock

  

Paid-In

  

Treasury

  

Comprehensive

  

Retained

  

controlling

  

Issuance of

  

Total

 
  

Shares

  

Amount

  

Shares

  

Amount

  

Shares

  

Amount

  

Capital

  

Stock

  

Income

  

Earnings

  

Interests

  

Equity

  

Equity

 

BALANCE AT JANUARY 1, 2025

    $   1,574  $16   29,310  $293  $159,192  $(37,486) $3,919  $120,200  $(10,174) $(783) $235,177 

Dividends on common stock ($0.075 per share)

                             (2,026)        (2,026)

Stock-based compensation

              14      739                  739 

Restricted Class B common stock purchased from employees

                       (462)              (462)

Repurchase of Class B common stock from stock repurchase program

                       (1,887)              (1,887)

Restricted Class B common stock issued to a member of the Board of Directors

                    50                  50 

Other comprehensive income

                          454      670      1,124 

Net income (loss) for three months ended March 31, 2025

                             10,443   (329)     10,114 

BALANCE AT MARCH 31, 2025

    $   1,574  $16   29,324  $293  $159,981  $(39,835) $4,373  $128,617  $(9,833) $(783) $242,829 

 

                                  

Accumulated

                 
  

Preferred

  

Class A

  

Class B

  

Additional

      

Other

      

Non

  

Receivable for

     
  

Stock

  

Common Stock

  

Common Stock

  

Paid-In

  

Treasury

  

Comprehensive

  

Retained

  

controlling

  

Issuance of

  

Total

 
  

Shares

  

Amount

  

Shares

  

Amount

  

Shares

  

Amount

  

Capital

  

Stock

  

Income

  

Earnings

  

Interests

  

Equity

  

Equity

 

BALANCE AT MARCH 31, 2025

    $   1,574  $16   29,324  $293  $159,981  $(39,835) $4,373  $128,617  $(9,833) $(783) $242,829 

Dividends on common stock ($0.075 per share)

                             (2,011)        (2,011)

Stock-based compensation

              (1)     606                  606 

Repurchase of Class B common stock from stock repurchase program

                       (2,732)              (2,732)

Dilution of noncontrolling interest in a subsidiary

                                (252)  252    

Other comprehensive (loss) income

                          347      698      1,045 

Net income (loss) for three months ended June 30, 2025

                             2,344   45      2,389 

BALANCE AT JUNE 30, 2025

    $   1,574  $16   29,323  $293  $160,587  $(42,567) $4,720  $128,950  $(9,342) $(531) $242,126 

 

5

 

 

GENIE ENERGY LTD. 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) 

 

   

Six Months Ended June 30,

 
   

2026

   

2025

 
                 

Operating activities

               

Net income

  $ 13,953     $ 12,503  

Net loss from discontinued operations, net of tax

    (8 )     (57 )

Net income from continuing operations

    13,961       12,560  

Adjustments to reconcile net income to net cash provided by operating activities of continuing operations:

               

Stock-based compensation

    1,350       1,345  

Provision for credit losses

    1,258       856  

Depreciation and amortization

    704       470  

Impairment of assets

          35  

Inventory valuation allowance

    939        

Unrealized gain on marketable equity securities and investments and other, net

    (3,913 )     (622 )

Gain from sale of investment property

    (735 )      

Changes in assets and liabilities:

               

Trade accounts receivable

    12,878       (320 )

Inventory

    (1,986 )     (4,682 )

Prepaid expenses

    (4,764 )     (142 )

Other current assets and other assets

    (1,244 )     (882 )

Trade accounts payable, accrued expenses and other liabilities

    (12,323 )     5,382  

Due to IDT Corporation, net

    (13 )     (8 )

Income taxes payable

    (16,031 )     199  

Net cash (used in) provided by operating activities of continuing operations

    (9,919 )     14,191  

Net cash (used in) provided by operating activities of discontinued operations

    (13 )     2,274  

Net cash (used in) provided by operating activities

    (9,932 )     16,465  

Investing activities

               

Capital expenditures

    (3,560 )     (3,682 )

Purchases of marketable equity securities and other investments, net of cash acquired

    (6,655 )     (3,667 )

Improvements in investment property

    (49 )     (1,075 )

Proceeds from sale of investment property, net

    6,474        

Proceeds from return of investments

    4,289       1,173  

Net cash used in investing activities

    499       (7,251 )

Financing activities

               

Dividends paid

    (3,979 )     (4,036 )

Repurchases of Class B common stock from employees

    (517 )     (462 )

Repayment of debt

    (1,978 )      

Repurchases of Class B common stock

    (660 )     (4,619 )

Net cash used in financing activities

    (7,134 )     (9,117 )

Effect of exchange rate changes on cash, cash equivalents, and restricted cash

    70       (64 )

Net (decrease) increase in cash, cash equivalents, and restricted cash

    (16,497 )     33  

Cash, cash equivalents, and restricted cash (including cash held at discontinued operations) at beginning of period

    212,438       201,958  

Cash, cash equivalents and restricted cash (including cash held at discontinued operations) at end of the period

    195,941       201,991  

Less: Cash of discontinued operations at end of period

    952       1,000  

Cash, cash equivalents, and restricted cash (excluding cash held at discontinued operations) at end of period

  $ 194,989     $ 200,991  

 

See accompanying notes to condensed consolidated financial statements.

 

6

 

GENIE ENERGY LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) 

 

Note 1Basis 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 and six months ended June 30, 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, a 72.2% interest in Roded Recycling ("Roded"), a producer of high-grade plastic pallets from recycled materials and  a 57.0% interest in Able Minds ABA LLC ("Able Minds"), a provider of expert applied behavioral analysis therapy for children with autism. 

 

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 June 30, 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.

 

7

  
 

Note 2Cash, 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:

 

  

June 30,

  

December 31,

 
  

2026

  

2025

 
  

(in thousands)

 

Cash and cash equivalents

 $184,841  $203,516 

Restricted cash

  10,148   7,936 

Total cash, cash equivalents, and restricted cash

 $194,989  $211,452 

 

Restricted cash 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 June 30, 2026 and December 31, 2025 is cash received from Lumo Sweden (see Note 5).

  

 

Note 3Inventories

 

Inventories consisted of the following:

 

  

June 30,

  

December 31,

 
  

2026

  

2025

 
  

(in thousands)

 

Natural gas

 $893  $2,216 

Renewable credits

  13,667   8,710 

Solar panels

  691   1,444 

Totals

 $15,251  $12,370 

  

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 six months ended June 30, 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 six months ended June 30, 2025.

 

 

Note 4Revenue 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.

 

8

 

Incumbent utility companies in most of the service territories in which GRE's REPs operate offer purchase of receivables, or POR programs, 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.

 

Revenues from behavior analysis therapy services are recognized as services are provided to the customers.

 

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.

 

9

 

Disaggregated Revenues

 

The following table shows the Company’s revenues disaggregated by pricing plans offered to customers:

 

  

Electricity

  

Natural Gas

  

Other

  

Total

 
  

(in thousands)

 

Three Months Ended June 30, 2026

                

Fixed rate

 $45,507  $2,813  $  $48,320 

Variable rate

  38,043   7,768      45,811 

Other

        6,268   6,268 

Total

 $83,550  $10,581  $6,268  $100,399 
                 

Three Months Ended June 30, 2025

                

Fixed rate

 $55,400  $2,653  $  $58,053 

Variable rate

  34,485   6,454      40,939 

Other

        6,259   6,259 

Total

 $89,885  $9,107  $6,259  $105,251 
                 

Six Months Ended June 30, 2026

                

Fixed rate

 $93,153  $7,576  $  $100,729 

Variable rate

  89,809   38,356      128,165 

Other

        13,817   13,817 

Total

 $182,962  $45,932  $13,817  $242,711 
                 

Six Months Ended June 30, 2025

                

Fixed rate

 $114,304  $9,583  $  $123,887 

Variable rate

  79,644   27,933      107,577 

Other

        10,594   10,594 

Total

 $193,948  $37,516  $10,594  $242,058 

 

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.

 

10

 

The following table shows the Company’s revenues disaggregated by non-commercial and commercial channels:

 

  

Electricity

  

Natural Gas

  

Other

  

Total

 
  

(in thousands)

 

Three Months Ended June 30, 2026

                

Non-Commercial Channel

 $78,925  $7,671  $  $86,596 

Commercial Channel

  4,625   2,910      7,535 

Other

        6,268   6,268 

Total

 $83,550  $10,581  $6,268  $100,399 
                 

Three Months Ended June 30, 2025

                

Non-Commercial Channel

 $74,251  $6,488  $  $80,739 

Commercial Channel

  15,634   2,619      18,253 

Other

        6,259   6,259 

Total

 $89,885  $9,107  $6,259  $105,251 
                 

Six Months Ended June 30, 2026

                

Non-Commercial Channel

 $172,698  $38,619  $  $211,317 

Commercial Channel

  10,264   7,313      17,577 

Other

        13,817   13,817 

Total

 $182,962  $45,932  $13,817  $242,711 
                 

Six Months Ended June 30, 2025

                

Non-Commercial Channel

 $161,134  $29,862  $  $190,996 

Commercial Channel

  32,814   7,654      40,468 

Other

        10,594   10,594 

Total

 $193,948  $37,516  $10,594  $242,058 

 

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: 

 

  

Six Months Ended June 30,

 
  

2026

  

2025

 
  

(in thousands)

 

Contract liability, beginning

 $7,807  $3,973 

Recognition of revenue included in the beginning of the year contract liability

  (5,186)  (2,975)

Additions during the period, net of revenue recognized during the period

  5,909   4,456 

Contract liability, end

 $8,530  $5,454 

 

11

 

Allowance for credit losses

 

The change in the allowance for credit losses was as follows:

 

  

Six Months Ended June 30,

 
  

2026

  

2025

 
  

(in thousands)

 

Allowance for credit losses, beginning

 $7,876  $8,086 

Additions charged to expense

  1,258   856 

Write-offs and other deductions

  (162)  (269)

Allowance for credit losses, end

 $8,972  $8,673 

  

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 5Acquisition and Discontinued Operations

 

Acquisition

 

In July 2025, the Company, entered into an operating agreement with Able Minds and its then owners, in connection with the Company acquire a 50.0% noncontrolling interest in Able Minds for $0.3 million. Able Minds is a startup company and is engaged in providing expert applied behavioral analysis therapy for children with autism. The Company accounted for its ownership interest in Roded using the equity method.

 

From July 2025 to April 2026, the Company contributed an aggregate of $1.0 million to Able Minds gradually increasing its interest to a 57.0% controlling interest on April 7, 2026. Prior to April 7, 2026, the net book value of the Company's investment in Able Minds was $0.4 million. Following the transaction, the Company has control over the activities of Able Minds.

 

The Company recorded $0.2 million of revenues from Able Minds in its condensed consolidated statements of operations and comprehensive income for three and six months ended June 30, 2026. The net income or loss attributable to this acquisition cannot be identified on a stand-alone basis because it is in the process of being integrated into the Company's operations.

 

The Company conducted an assessment of assets and liabilities related to the acquisition of Able Minds. The impact of the acquisition's purchase price allocations on the Company’s condensed consolidated balance sheets and the acquisition date fair value of the total consideration transferred were as follows (amounts in thousands):

 

Cash

 $118 

Accounts receivable and other current assets

  30 

Goodwill

  575 

Liabilities

  (98)

Noncontrolling interest

  (218)

Net assets

 $407 

 

Goodwill was allocated to the GREW segment. Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected revenues and costs synergies of the combined company and assembled workforce. Goodwill recognized as a result of the acquisition is not deductible for income tax purposes.

 

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 June 30, 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:

 

  

June 30, 2026

  

December 31, 2025

 
  

(in thousands)

 

Assets

        

Cash

 $952  $986 

Other current assets

  341   433 

Current assets of discontinued operations

 $1,293  $1,419 
         

Liabilities

        

Accounts payable and other current liabilities

  2,981   2,996 

Current liabilities of discontinued operations

 $2,981  $2,996 

 

12

 

Results of operations of discontinued operations in the three months ended June 30, 2026 and 2025 and the six months ended June 30, 2026 was minimal. In the six months ended June 30, 2025, the Company recognized loss from discontinued operation, net of taxes of $0.1 million.

 

Cash used in discontinued operations was minimal for the six months ended June 30, 2026. Cash flows from discontinued operations was $2.3 million for the six months ended June 30, 2025, mostly from the collection of receivables.

 

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 $40.2 million as of June 30, 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 $5.5 million as of June 30, 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 $45.6 million as of June 30, 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 $4.8 million as of June 30, 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 $1.8 million as of June 30, 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. 

 

13

  
 

Note 6Fair 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)

  

Total

 
  

(in thousands)

 

June 30, 2026

                

Assets:

                

Marketable equity securities

 $9,319  $  $  $9,319 

Derivative contracts

 $483  $  $  $483 

Liabilities:

                

Derivative contracts

 $254  $  $  $254 

December 31, 2025

                

Assets:

                

Marketable equity securities

 $409  $  $  $409 

Derivative contracts

 $561  $  $  $561 

Liabilities:

                

Derivative contracts

 $1,562  $  $  $1,562 

 

(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 June 30, 2026 or 2025.

 

14

 

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, trade receivables, due to IDT Corporation, other current assets and other current liabilities. At June 30, 2026 and December 31, 2025, the carrying amounts of these assets and liabilities approximated fair value. The fair value estimate for restricted cash 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 June 30, 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.

 

The following table summarizes the percentage consolidated trade receivable by the only customers that equal or exceed 10.0% of consolidated net trade receivables at June 30, 2026 and  December 31, 2025:

 

  

June 30, 2026

  

December 31, 2025

Customer A

  11.1% 

na

 

na—less than 10.0% of consolidated net trade receivables

 

The following table summarizes the percentage of revenues by the only customer that equaled or exceeded 10.0% of consolidated revenues for the six months ended June 30, 2026 or 2025:

 

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
  

2026

  

2025

  

2026

  

2025

 

Customer A

  10.9%  11.3%  10.0%  11.9%

 

Customer A is a utility company offering POR program.

 

15

  
 

Note 7Derivative 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 June 30, 2026, GRE’s swaps and options were traded on the Intercontinental Exchange.

 

The summarized volume of GRE’s outstanding contracts and options at June 30, 2026 was as follows (MWh – Megawatt hour and Dth – Decatherm):

 

Settlement Dates

 

Volume

 
  

Electricity (in MWH)

  

Gas (in Dth)

 

Third quarter of 2026

  8,960    

Fourth quarter of 2026

  1,240    

First quarter of 2027

  6,400    

Second quarter of 2027

      

Third quarter of 2027

  3,440    

Fourth quarter of 2027

      

First quarter of 2028

      

 

The fair value of outstanding derivative instruments recorded in the accompanying condensed consolidated balance sheets were as follows:

 

    

June 30,

  

December 31,

 

Asset Derivatives

 

Balance Sheet Location

 

2026

  

2025

 
    

(in thousands)

 

Derivatives not designated or not qualifying as hedging instruments:

          

Energy contracts and options1

 

Other current assets

 $436  $357 

Energy contracts and options

 

Other assets

  47   204 

Total derivatives not designated or not qualifying as hedging instruments — Assets

   $483  $561 

 

    

June 30,

  

December 31,

 

Liability Derivatives

 

Balance Sheet Location

 

2026

  

2025

 
    

(in thousands)

 

Derivatives not designated or not qualifying as hedging instruments:

          

Energy contracts and options1

 

Other current liabilities

 $212  $1,484 

Energy contracts and options

 

Other liabilities

  42   78 

Total derivatives not designated or not qualifying as hedging instruments — Liabilities

 $254  $1,562 

 

(1) The Company classifies derivative assets and liabilities as current based on the cash flows expected to be incurred within the following 12 months.

 

16

 

The effects of derivative instruments on the condensed consolidated statements of operations were as follows:

 

    

Amount of Gain (Loss) Recognized on Derivatives

 

Derivatives not designated or not qualifying as

 

Location of Gain (Loss)

 

Three Months Ended June 30,

  

Six Months Ended June 30,

 

hedging instruments

 

Recognized on Derivatives

 

2026

  

2025

  

2026

  

2025

 
    

(in thousands)

  

(in thousands)

 

Energy contracts and options

 

Cost of revenues

 $(1,597) $(3,992) $1,697  $(818)

 

 

Note 8Other Current Assets and Other Assets

 

Other current assets consisted of the following:  

 

  

June 30, 2026

  

December 31, 2025

 
  

(in thousands)

 

Investments in equity securities—current

 $10,190  $8,770 

Assets held for sale

  1,074   1,060 

Fair value of derivative contracts—current

  436   357 

Investment property

     5,782 

Other assets

  1,241   1,185 

Total other current assets

 $12,941  $17,154 

 

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:  

 

  

June 30, 2026

  

December 31, 2025

 
  

(in thousands)

 

Security deposits

 $10,567  $9,263 

Investments in equity securities—noncurrent

  5,646   10,126 

Right-of-use assets, net of amortization

  900   873 

Fair value of derivative contracts—noncurrent

  47   204 

Other assets

  144   87 

Total other assets

 $17,304  $20,553 

     

 

Note 9Investments

 

Equity investments consist of the following:

 

 

Location in Balance Sheet

 

Measurement

 

June 30, 2026

  

December 31, 2025

 
     

(in thousands)

 

Various publicly-held companies

Marketable equity securities

 

Quoted market price

 $9,319  $409 
            

Alternative investments

Other current assets

 

Net asset value

 $8,728  $7,119 

Alternative investments

Other current assets

 

Cost

  1,462   1,651 

Total included in other current assets

  $10,190  $8,770 
            

Equity method investments

Other noncurrent assets

 

Equity method

 $129  $402 

Alternative investments

Other noncurrent assets

 

Net asset value

  4,043   8,250 

Alternative investments

Other noncurrent assets

 

Cost

  1,474   1,474 

Total equity investments included in other noncurrent assets

  $5,646  $10,126 

 

17

 

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:

 

  

Six Months Ended June 30,

 
  

2026

  

2025

 
  

(in thousands)

 

Balance, beginning of period

 $18,494  $11,684 

Purchase

  1,000   3,500 

Gain recognized during the period

  502   806 

Distribution

  (4,289)  (902)

Balance, end of period

 $15,707  $15,088 

 

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 June 30, 2026 and  December 31, 2025, respectively, resulting from additional investments by the Company in the investment property. 

 

In June 2026, the Company sold the investment property for $7.3 million and received $6.6 million proceeds after direct costs. The Company recognized a $0.7 million gain from the sale of investment property.

 

18

  
 

Note 10Goodwill and Other Intangible Assets

 

The table below reconciles the change in the carrying amount of goodwill for the period from January 1, 2026 to June 30, 2026

 

      

Genie

     
  

GRE

  

Renewables

  

Total

 
  

(in thousands)

 

Balance at January 1, 2026

 $9,998  $2,980  $12,978 

Acquisition of Able Minds

     575  $575 

Cumulative translation adjustment

     345   345 

Balance at June 30, 2026

 $9,998  $3,900  $13,898 

 

The table below presents information on the Company’s other intangible assets:   

 

  

Weighted

             
  

Average

  

Gross

         
  

Amortization

  

Carrying

  

Accumulated

  

Net

 
  

Period

  

Amount

  

Amortization

  

Balance

 
  

(in thousands)

 

June 30, 2026

                

Patents and trademarks

  20.0 years  $2,860  $(1,386) $1,474 

Customer relationships

  9.0 years   1,100   (1,080)  20 

Licenses

  10.0 years   479   (318)  161 

Total

     $4,439  $(2,784) $1,655 

December 31, 2025

                

Patent and trademark

  20.0 years  $2,860  $(1,322) $1,538 

Customer relationships

  9.0 years   1,100   (1,019)  81 

Licenses

  10.0 years   479   (294)  185 

Total

     $4,439  $(2,635) $1,804 

 

Amortization expense of intangible assets was $0.1 million for each of the three months ended  June 30, 2026 and 2025. The Company estimates that amortization expense of intangible assets will be $0.1 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.

 

19

  
 

Note 11Accrued Expenses and Other Current Liabilities

 

Accrued expenses consisted of the following:  

 

  

June 30, 2026

  

December 31, 2025

 
  

(in thousands)

 

Renewable energy

 $30,619  $30,871 

Liability to customers related to promotions and retention incentives

  9,596   9,620 

Payroll and employee benefits

  2,370   4,328 

Other accrued expenses

  7,021   5,963 

Total accrued expenses

 $49,606  $50,782 

 

Other current liabilities consisted of the following:

 

  

June 30, 2026

  

December 31, 2025

 
  

(in thousands)

 

Contract liabilities

 $8,530  $7,807 

Current hedge liabilities

  212   1,484 

Current lease liabilities

  94   88 

Other

  664   673 

Total other current liabilities

 $9,500  $10,052 

 

20

  
 

Note 12Leases

 

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.

 

  

June 30, 2026

  

December 31, 2025

 
  

(in thousands)

 

ROU Assets

 $900  $873 
         

Current portion of operating lease liabilities

  94   88 

Noncurrent portion of operating lease liabilities

  853   854 

Total

 $947  $942 

 

At  June 30, 2026, the weighted average remaining lease term was 21.9 years and the weighted average discount rate was 8.2%.

 

Supplemental cash flow information for ROU assets and operating lease liabilities are as follows:

 

  

Six Months Ended June 30,

 
  

2026

  

2025

 

Cash paid for amounts included in the measurement of lease liabilities:

 

(in thousands)

 

Operating cash flows from operating activities

 $354  $5 
         

ROU assets obtained in the exchange for lease liabilities

        

Operating leases

 $93  $154 

 

21

 

Future lease payments under operating leases as of June 30, 2026 were as follows:

 

(in thousands)

    

Remainder of 2026

 $114 

2027

  122 

2028

  83 

2029

  65 

2030

  66 

Thereafter

  1,770 

Total future lease payments

  2,220 

Less imputed interest

  1,273 

Total operating lease liabilities

 $947 

 

Rental expenses under operating leases were $0.2 million for each of the three months ended June 30, 2026 and 2025.  Rental expenses under operating leases were $0.4 million and $0.3 million for the six months ended June 30, 2026 and 2025, respectively.

  

 

Note 13Equity 

 

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 six months ended June 30, 2026 (in thousands, except per share amounts):

 

  

Dividend

  

Aggregate

    

Declaration Date

 

Per Share

  

Dividend Amount

 

Record Date

 

Payment Date

February 5, 2026

 $0.0750  $2,019 

February 18, 2026

 

February 26, 2026

May 12, 2026

 $0.0750  $1,960 

May 22, 2026

 

June 2, 2026

 

On August 3, 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 second quarter of 2026. The dividend will be paid on or about August 24, 2026 to stockholders of record as of the close of business on August 14, 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. In the three and six months ended June 30, 2026, the Company acquired 47,672 Class B common stock under the stock purchase program for an aggregate amount of $0.7 million. In the three months ended June 30, 2025, the Company acquired 158,874 Class B common stock under the stock purchase program for an aggregate amount of $2.7 million. In the six months ended June 30, 2025, the Company acquired 286,137 Class B common stock under the stock purchase program for an aggregate amount of $4.6 million. At  June 30, 20263.4 million shares of Class B common stock remained available for repurchase under the stock repurchase program.

 

As of June 30, 2026 and December 31, 2025, there were 4.6 million outstanding shares of Class B common stock held in the Company's treasury, with a cost basis of $49.5 million and $48.3 million, respectively, at a weighted average cost per share of $10.80 and $10.75, respectively.

 

22

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 June 30, 2026, there was $2.7 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 1.2 years. 

 

23

  
 

Note 14Variable 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 and nominal amount for the three and six months ended June 30, 2025, respectively.

 

24

  
 

Note 15Income Taxes

 

The following table provides a summary of the Company's effective tax rate:   

 

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
  

2026

  

2025

  

2026

  

2025

 

Reported tax rate

  2.0%  43.8%  11.6%  35.9%

 

The reported tax rates for the three and six months ended June 30, 2026 decreased compared to the same period in 2025. The decrease is mainly from the effect of federal investment tax credit from community solar project that started its operation in the second quarter of 2026.

 

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 such as meals, entertainment and fringe benefits which is offset by the federal investment tax credit on the activated community solar project.

 

Note 16Earnings 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:

 

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
  

2026

  

2025

  

2026

  

2025

 
  

(in thousands)

  

(in thousands)

 

Basic weighted-average number of shares

  26,069   26,173   26,060   26,287 

Effect of dilutive securities:

                

Non-vested restricted Class B common stock

  83   343   111   344 

Diluted weighted-average number of shares

  26,152   26,516   26,171   26,631 

 

There were no instruments excluded from the computation of diluted earnings per share for the three and six months ended June 30, 2026 and 2025.

 

25

  
 

Note 17Related 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 9Investments).

 

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 and six months ended June 30, 2026 and 2025, the Company recognized nominal amounts of gain and loss in connection with the investment. At June 30, 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. 

 

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
  

2026

  

2025

  

2026

  

2025

 
  

(in thousands)

  

(in thousands)

 

Amount IDT charged the Company

 $146   220  $433   476 

Amount the Company charged IDT

 $16   23  $34   60 

 

The following table presents the balance of receivables and payables to IDT:  

 

  

June 30,

  

December 31,

 
  

2026

  

2025

 
  

(in thousands)

 

Due to IDT

 $110  $157 

Due from IDT

 $11  $45 

 

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 and six months ended June 30, 2026. There was no outstanding payable to IGM as of June 30, 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 18Business 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.

 

26

 

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:

 

(in thousands)

 

GRE

  

GREW

  

Corporate

  

Total

 
                 

Three Months Ended June 30, 2026

                

Revenues

 $94,131  $6,268  $  $100,399 

Cost of revenues

  63,803   2,923      66,726 

Gross profit

  30,328   3,345      33,673 

Marketing and customer acquisition expenses

  12,116   456      12,572 

Employee-related expenses

  4,282   1,438   639   6,359 

Provision for credit losses

  773         773 

Stock-based compensation

  280   14   335   629 

Depreciation and amortization

  75   274      349 

Other selling, general and administrative expenses

  4,496   1,095   875   6,466 

Income (loss) from operations

 $8,306  $68  $(1,849) $6,525 

Provision for (benefit from) income taxes

 $2,744  $(3,386) $881  $239 
                 

Three Months Ended June 30, 2025

                

Revenues

 $98,992  $6,259  $  $105,251 

Cost of revenues

  77,670   4,101      81,771 

Gross profit

  21,322   2,158      23,480 

Marketing and customer acquisition expenses

  8,257   164      8,421 

Employee-related expenses

  3,900   1,314   925   6,139 

Provision for credit losses

  547         547 

Stock-based compensation

  260   22   324   606 

Depreciation and amortization

  75   161      236 

Impairment of assets

     35      35 

Other selling, general and administrative expenses

  4,295   643   290   5,228 

Income (loss) from operations

 $3,988  $(181) $(1,539) $2,268 

Provision for (benefit from) income taxes

 $1,380  $(162) $604  $1,822 
                 

Six Months Ended June 30, 2026

                

Revenues

 $228,894  $13,817  $  $242,711 

Cost of revenues

  169,490   9,727      179,217 

Gross profit

  59,404   4,090      63,494 

Marketing and customer acquisition expenses

  24,489   732      25,221 

Employee-related expenses

  8,566   2,987   1,525   13,078 

Provision for credit losses

  1,258         1,258 

Stock-based compensation

  556   30   764   1,350 

Depreciation and amortization

  149   555      704 

Impairment of assets

            

Other selling, general and administrative expenses

  9,438   2,123   1,925   13,486 

Income (loss) from operations

 $14,948  $(2,337) $(4,214) $8,397 

Provision for (benefit from) income taxes

 $5,547  $(3,975) $252  $1,824 
                 

Six Months Ended June 30, 2025

                

Revenues

 $231,467  $10,591  $  $242,058 

Cost of revenues

  174,244   6,971      181,215 

Gross profit

  57,223   3,620      60,843 

Marketing and customer acquisition expenses

  16,926   356      17,282 

Employee-related expenses

  8,959   2,566   2,047   13,572 

Provision for credit losses

  856         856 

Stock-based compensation

  518   45   782   1,345 

Depreciation and amortization

  149   321      470 

Impairment of assets

     35      35 

Other selling, general and administrative expenses

  8,980   1,333   1,226   11,539 

Income (loss) from operations

 $20,835  $(1,036) $(4,055) $15,744 

Provision for (benefit from) income taxes

 $7,118  $(395) $311  $7,034 

 

27

 

Total assets for the business segments of the Company were as follows

 

      

Genie

         

(in thousands)

 

GRE

  

Renewables

  

Corporate

  

Total

 

Total assets:

                

June 30, 2026

 $172,455  $46,286  $150,978  $369,719 

December 31, 2025

  191,728   44,254   153,398   389,380 

 

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 June 30, 2026 and December 31, 2025, respectively.

  

 

Note 19Commitments and Contingencies

 

Legal Proceedings 

 

On September 29, 2023, the Attorney General of the State of Illinois filed a complaint against Residents Energy in the Circuit Court of Cook County, Illinois, Chancery Division. The Complaint alleges several counts of violations of the Illinois Consumer Fraud and Deceptive Business Practices Act, 815 ILCS 505/1 et seq., and the Illinois Telephone Solicitations Act, 815 ILCS 413/1 et seq., in connection with Residents Energy’s marketing practices, and seeks monetary damages to redress any resulting losses alleged to have been incurred by customers, civil penalties for certain alleged violations in the amount of $50.0 thousand per violation, and other forms of injunctive and equitable relief to prevent future violations. The Company denies these allegations and intends to vigorously defend itself against any and all claims. As of June 30, 2026, there is insufficient basis to deem any loss probable or to assess the amount of any possible loss. For the three and six months ended June 30, 2026, Resident Energy’s gross revenues from sales in Illinois were $4.6 million and  $11.6 million, respectively. For the three and six months ended June 30, 2025, Resident Energy’s gross revenues from sales in Illinois were $5.5 million and $13.6 million, respectively.

 

On June 1, 2026, a named plaintiff filed a putative class action complaint against IDT Energy in the Superior Court of New Jersey Law Division, Essex County. The named plaintiff, who was a customer of IDT Energy for approximately ten years, now alleges that IDT Energy has failed to disclose and has misrepresented its variable rate pricing, thereby violating its duty of good faith and fair dealing and breaching its contract with the named plaintiff. The complaint claims several causes of actions related to the foregoing. IDT Energy denies the allegations in the complaint, which it believes to be completely meritless, and plans to vigorously defend this action. Based upon the Company’s preliminary assessment of this matter, a loss based on the merits is not considered probable, nor is the amount of any potential loss estimable as of  June 30, 2026. For the three and six months ended June 30, 2026, IDT Energy’s gross revenues from sales in New Jersey were $4.8 million and  $11.6 million, respectively. For the three and six months ended June 30, 2025, IDT Energy’s gross revenues from sales in New Jersey were $14.0 million and $30.6 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 $129.9 million at June 30, 2026, of which  $127.9 million was for future purchase of electricity. The purchase commitments outstanding as of June 30, 2026 are expected to be paid as follows: 

 

(in thousands)

    

Remainder of 2026

 $81,072 

2027

  44,447 

2028

  4,368 

Thereafter

   

Total payments

 $129,887 

 

28

 

In the three months ended  June 30, 2026, the Company purchased  $29.1 million and $6.3 million of electricity and renewable energy credits, respectively, under purchase commitments that were open during the period. In the six months ended June 30, 2026, the Company purchased $69.2 million and $3.7 million of electricity and renewable energy credits, respectively, under purchase commitments that were open during the period. In the three months ended June 30, 2025, the Company purchased $30.1 million and $4.2 million of electricity and renewable energy credits, respectively, under purchase commitments that were open during the period. In the six months ended June 30, 2025, the Company purchased $59.8 million and $4.7 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  June 30, 2026, GRE had commitments to purchase renewable energy credits of $2.0 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 June 30, 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 June 30, 2026, the Company was in compliance with such covenants. At June 30, 2026, restricted cash of $2.0 million and trade accounts receivable of $63.6 million were pledged to BP as collateral for the payment of trade accounts payable to BP of $24.3 million at  June 30, 2026.

 

29

  
 

Note 20Debt

 

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):

 

(in thousands)

    

Remainder of 2026

 $335 

2027

  418 

2028

  435 

2029

  391 

2030

  388 

2032

  5,061 

Total term loan

  7,028 

Less: Current portion

  404 

Noncurrent portion of term loan

 $6,624 

 

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 June 30, 2026 the Company was in compliance with all such covenants.

 

At June 30, 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 5.7% 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 June 30, 2026 and  December 31, 2025, aggregate of $4.3  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 June 30, 2026, there were $1.0 million in letters of credit issued by JP Morgan Chase Bank. At June 30, 2026, the cash collateral of $3.3 million was included in restricted cash in the condensed consolidated balance sheet. 

 

30

  
 

Note 21Recently 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 InstrumentsCredit 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.

 

31

  
 

Item 2.

Managements 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,  a 72.2% interest in Roded, a producer of high-grade plastic pallets from recycled materials and a 57.0% interest in Able Minds ABA LLC ("Able Minds"), a provider of expert applied behavioral analysis therapy for children with autism. 

 

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.

 

32

 

Discontinued Operations in Finland and Sweden

 

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 June 30, 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 results from discontinued operations of Lumo Sweden, net of taxes was minimal for the three and six months ended June 30, 2026 and 2025 and six months ended June 30, 2026. Net loss from discontinued operations of Lumo Sweden, net of taxes was minimal for $0.1 million for the six months ended June 30, 2025. 

 

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 $40.2 million as of June 30, 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 $5.5 million as of June 30, 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 $45.6 million as of June 30, 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 $4.8 million as of June 30, 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 $1.8 million as of June 30, 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.

 

33

 

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 93.8% and 94.1% of our consolidated revenues for the three months ended June 30, 2026 and 2025, respectively and 94.3% and 95.6 of our consolidated revenues in the six months ended June 30, 2026 and 2025, respectively.

 

Seasonality and Weather; Climate Change and Volatility in Pricing

 

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.

 

34

 

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 and six months ended June 30, 2026 and 2025, the associated cost was approximately 1.4% and 1.1% of GRE's revenues, respectively. At June 30, 2026 and December 31, 2025, 79.9% and 86.6%, respectively, of GRE’s net accounts receivable were under POR programs. 

 

Non-POR receivables will generally have higher collection risks than those covered by POR programs, and our reserve for credit losses will generally increase when the portion of our sales in non-POR territories increases.

 

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.

 

The following table summarizes the percentage consolidated trade receivable by the only customers that equal or exceed 10.0% of consolidated net trade receivables at June 30, 2026 and December 31, 2025:

 

   

June 30, 2026

   

December 31, 2025

Customer A

    11.1 %  

na

 

na—less than 10.0% of consolidated net trade receivables

 

The following table summarizes the percentage of revenues by the only customer that equaled or exceeded 10.0% of consolidated revenues for the three and six months ended June 30, 2026 or 2025:

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 
   

2026

   

2025

   

2026

   

2025

 

Customer A

    10.9 %     11.3 %     10.0 %     11.9 %

 

Legal Proceedings

 

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.

 

35

 

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 June 30, 2026 Compared to Three and Six Months Ended June 30, 2025

 

Genie Retail Energy Segment 

 

The year-over-year increase in GRE's income from operations were driven by gross margin expansion. The increase in selling, general and administrative expense primarily reflected higher customer acquisition spending resulting from a shift in the sales mix to certain high value customer segments with higher costs of acquisition. 

 

   

Three Months Ended June 30,

   

Change

   

Six Months Ended June 30,

   

Change

 

(amounts in thousands)

 

2026

   

2025

   

$

      %  

2026

   

2025

   

$

      %

Revenues:

                                                               

Electricity

    83,550       89,885       (6,335 )     (7.0 )     182,962       193,948       (10,986 )     (5.7 )

Natural gas

    10,581       9,107       1,474       16.2       45,932       37,516       8,416       22.4  

Other

                      nm             3       (3 )     nm  

Total revenues

    94,131       98,992       (4,861 )     (4.9 )     228,894       231,467       (2,573 )     (1.1 )

Cost of revenues

    63,803       77,670       (13,867 )     (17.9 )     169,490       174,244       (4,754 )     (2.7 )

Gross profit

    30,328       21,322       9,006       42.2       59,404       57,223       2,181       3.8  

Selling, general and administrative expenses

    22,022       17,334       4,688       27.0       44,456       36,388       8,068       22.2  

Income from operations

  $ 8,306     $ 3,988     $ 4,318       108.3     $ 14,948     $ 20,835     $ (5,887 )     (28.3 )

 

nm—not meaningful

 

36

 

Revenues. Electricity revenues decreased by 7.0% in the three months ended June 30, 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 June 30, 2026 compared to the same period in 2025. Electricity consumption by GRE’s REPs' customers decreased by 17.2% in the three months ended June 30, 2026, compared to the same period in 2025, reflecting an 18.1% decrease in the average number of meters served partially offset by a 1.1% increase in the average consumption per meter. The decrease in meters served was primarily driven by expiration of aggregation deals over the course of 2025. The average rate per kilowatt hour sold increased by 12.2% in the three months ended June 30, 2026 compared to the same period in 2025 due to general market conditions.

 

Electricity revenues decreased by 5.7% in the six months ended June 30, 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 six months ended June 30, 2026 compared to the same period in 2025. Electricity consumption by GRE’s REPs' customers decreased by 18.2% in the six months ended June 30, 2026, compared to the same period in 2025, reflecting an 18.5% decrease in the average number of meters served partially offset by a 0.3% increase in the average consumption per meter. The decrease in meters served was primarily driven by expiration of aggregation deals over the course of 2025. The average rate per kilowatt hour sold increased by 15.4% in the six months ended June 30, 2026 compared to the same period in 2025 due to general market conditions.

 

Natural gas revenues increased by 16.2% in the three months ended June 30, 2026 compared to the same period in 2025. The increase was the result of a 50.3% increase in average revenue per therm sold in the three months ended June 30, 2026 compared to the same period in 2025, due to general market conditions, partially offset by a 22.7% decrease in natural gas consumption by GRE’s REPs' customers in the three months ended June 30, 2026, compared to the same period in 2025, reflecting a 27.9% decrease in the average consumption per meter partially offset by a 7.1% increase in the average number of meters served. The decrease in the average consumption per meter was driven change in customer mix during the periods.

 

Natural gas revenues increased by 22.4% in the six months ended June 30, 2026 compared to the same period in 2025. The increase was the result of a 39.9% increase in average revenue per therm sold in the six months ended June 30, 2026 compared to the same period in 2025, due to general market conditions, partially offset by a 12.5% decrease in natural gas consumption by GRE’s REPs' customers in the six months ended June 30, 2026, compared to the same period in 2025, reflecting a 15.5% decrease in the average consumption per meter partially offset by a 3.5% increase in the average number of meters served. The decrease in the average consumption per meter was driven change in customer mix during the periods.

 

Other revenues in the six months ended June 30, 2025 pertains to revenues from termination fees from commercial customers. 

 

The customer base for GRE’s REPs as measured by meters served consisted of the following:

 

(in thousands)

 

June 30, 2026

   

March 31, 2026

   

December 31, 2025

   

September 30, 2025

   

June 30, 2025

 

Meters at end of quarter:

                                       

Electricity customers

    267       272       258       316       332  

Natural gas customers

    95       92       88       86       87  

Total meters

    362       364       346       402       419  

 

37

 

Gross meter acquisitions in the three months ended June 30, 2026, were 65,000 compared to 70,000 for the same period in 2025. Gross meter acquisitions in the six months ended June 30, 2026, were 149,000  compared to 131,000 for the same period in 2025. Gross meter acquisitions for the six months ended June 30, 2026 increased compared to the same period in 2025 as we continue to increase our investments in customer acquisition efforts.

 

Meters served decreased by 2,000 between March 31, 2026 and June 30, 2026. The increase in the number of meters served at June 30, 2026 compared to December 31, 2025 is due to new sales during the three months ended June 30, 2026 as customer acquisition increased as discussed above.

 

In the three months ended June 30, 2026, average monthly churn increased to 5.9% compared to 4.8% for the same period in 2025. In the six months ended June 30, 2026, average monthly churn increased to 5.9% compared to 5.2% for the same period in 2025. The increases are due to new sales in 2026 failing to fully replace those lost to churn during the period.

 

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. 

 

(in thousands)

 

June 30, 2026

   

March 31, 2026

   

December 31, 2025

   

September 30, 2025

   

June 30, 2025

 

RCEs at end of quarter:

                                       

Electricity customers

    265       273       250       318       332  

Natural gas customers

    80       81       79       78       82  

Total RCEs

    345       354       329       396       414  

 

RCEs at June 30, 2026 decreased by 9,000 compared to March 31, 2026. RCEs at June 30, 2026 increased by 16,000 compared to December 31, 2025. The fluctuations in RCE are 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:  

 

   

Three Months Ended June 30,

   

Change

   

Six Months Ended June 30,

   

Change

 

(amounts in thousands)

 

2026

   

2025

   

$

      %  

2026

   

2025

   

$

      %

Cost of revenues:

                                                               

Electricity

  $ 58,121     $ 68,611     $ (10,490 )     (15.3 )   $ 140,495     $ 148,569     $ (8,074 )     (5.4 )

Natural gas

    5,682       9,059       (3,377 )     (37.3 )     28,995       25,675       3,320       12.9  

Total cost of revenues

  $ 63,803     $ 77,670     $ (13,867 )     (17.9 )   $ 169,490     $ 174,244     $ (4,754 )     (2.7 )

 

nm—not meaningful

 

38

 

   

Three Months Ended June 30,

   

Six Months Ended June 30,

 

(amounts in thousands)

 

2026

   

2025

   

Change

   

2026

   

2025

   

Change

 

Gross margin percentage:

                                               

Electricity

    30.4 %     23.7 %     6.8       23.2 %     23.4 %     (0.2 )

Natural gas

    46.3       0.5       45.8       36.9       31.6       5.3  

Other

    nm       nm       nm       nm       nm       nm  

Total gross margin percentage

    32.2 %     21.5 %     10.7       26.0 %     24.7 %     1.2  

 

nm—not meaningful

 

Cost of revenues for electricity decreased in the three months ended June 30, 2026 compared to the same period in 2025 primarily because of a decrease in electricity consumption by GRE’s REPs’ customers partially offset an increase in the average unit cost of electricity. The average unit cost of electricity increased 2.3% in the three months ended June 30, 2026 compared to the same period in 2025 due to general market conditions. The gross margin on electricity sales increased in the three months ended June 30, 2026 compared to the same period in 2025 because the average rated charged to customers increased more than the unit cost of electricity.

 

Cost of revenues for electricity decreased in the six months ended June 30, 2026 compared to the same period in 2025 primarily because of a decrease in electricity consumption by GRE’s REPs’ customers partially offset an increase in the average unit cost of electricity. The average unit cost of electricity increased 15.7% in the six months ended June 30, 2026 compared to the same period in 2025 due to general market conditions. The gross margin on electricity sales slightly decreased in the six months ended June 30, 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 decreased in the three months ended June 30, 2026 compared to the same period in 2025 primarily because of decreases in natural gas consumption by GRE's REPs' customers and the average unit cost of natural gas. The average unit cost of natural gas decreased 18.9% in the three months ended June 30, 2026 compared to the same period in 2025 due to general market conditions. Gross margin on natural gas sales increased in the three months ended June 30, 2026 compared to the same period in 2025 because the average rate charged to customers increased while the average unit cost of natural gas decreased.

 

Cost of revenues for natural gas increased in the six months ended June 30, 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 29.1% in the six months ended June 30, 2026 compared to the same period in 2025 due to general market conditions. Gross margin on natural gas sales increased in the six months ended June 30, 2026 compared to the same period in 2025 because the average rate charged to customers increased more than the average unit cost of natural gas. 

 

Selling, General and Administrative. Selling, general and administrative expenses increased by 27.0% in the three months ended June 30, 2026 compared to the same period in 2025 primarily due to increases in marketing and customer acquisition costs, employee related expenses, and POR program fees. Marketing and customer acquisition expenses increased by $3.9 million in the three months ended June 30, 2026 compared to the same period in 2025 due to an increase in average acquisition cost per meter due to changes in customer acquisition channel mix in the three months ended June 30, 2026 compared to the same period in 2025. Employee-related expenses increased by $0.4 million in the three months ended June 30, 2026 compared to the same period in 2025 primarily due to a decrease in bonus accrual. POR program fees increased by $0.3 million in the three months ended June 30, 2026 compared to the same period in 2025 primarily due to an increase in rates charged by utilities for this service.  As a percentage of GRE’s total revenues, selling, general and administrative expenses increased from 17.5% in the three months ended June 30, 2025 to 23.4% in the three months ended June 30, 2026.

 

Selling, general and administrative expenses increased by 22.2% in the six months ended June 30, 2026 compared to the same period in 2025 primarily due to increases in marketing and customer acquisition costs, provision for credit losses and POR program fees. Marketing and customer acquisition expenses increased by $7.6 million in the six months ended June 30, 2026 compared to the same period in 2025 due to an increase average acquisition cost per meter due to changes in customer acquisition channel mix in the six months ended June 30, 2026 compared to the same period in 2025. Provision for credit losses increased by $0.4 million in the six months ended June 30, 2026 compared to the same period in 2025 primarily due to increase in revenues in non-POR markets. POR program fees increased by $0.3 million in the six months ended June 30, 2026 compared to the same period in 2025 primarily due to an increase in rates charged by utilities for this service. As a percentage of GRE’s total revenues, selling, general and administrative expenses increased from 15.7% in the six months ended June 30, 2025 to 19.4% in the six months ended June 30, 2026.

 

39

 

Genie Renewables Segment

 

The GREW (formerly GES) segment is composed of our interests in Genie Solar, CityCom, Roded, Diversegy and Able Minds. 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.

 

In April 2026 the we acquired a 57.0% controlling interest of Able Minds, a provider of expert applied behavioral analysis therapy for children with autism. 

 

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.

 

   

Three Months Ended June 30,

   

Change

   

Six Months Ended June 30,

   

Change

 

(amounts in thousands)

 

2026

   

2025

   

$

      %  

2026

   

2025

   

$

      %

Revenues

  $ 6,268     $ 6,259     $ 9       0.1 %   $ 13,817     $ 10,591     $ 3,226       30.5 %

Cost of revenue

    2,923       4,101       (1,178 )     (28.7 )     9,727       6,971       2,756       39.5  

Gross profit

    3,345       2,158       1,187       55.0       4,090       3,620       470       13.0  

Selling, general and administrative expenses

    3,277       2,304       973       42.2       6,427       4,621       1,806       39.1  

Impairment of assets

          35       (35 )     nm             35       (35 )     (100.0 )

Loss from operations

  $ 68     $ (181 )   $ 249       (137.6 )%   $ (2,337 )   $ (1,036 )   $ (1,301 )     125.6 %

 

nm—not meaningful

 

Revenues. GREW's revenues remained flat in the three months ended June 30, 2026 compared to the same period in 2025 due to increases in revenues generated by CityCom, Roded and Able Minds offset by a decrease in revenues generated by Diversegy and Genie Solar. Revenues from CityCom increased by $0.3 million in the three months ended June 30, 2026 compared to the same period in 2025. Able Minds generated $0.2 million revenues in the 2026 period from its acquisition in April 2026. Revenues from Roded increased by $0.1 million in the three months ended June 30, 2026 compared to the same period in 2025 as it continued to invest in increasing its manufacturing capabilities. 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 decreased by $0.5 million in the three months ended June 30, 2026 compared to the same period in 2025 as the Company discontinued its solar project development projects as discussed above. Diversegy's revenues from commissions, entry fees and other fees decreased by $0.2 million in the three months ended June 30, 2026 compared to the same period in 2025.  

 

GREW's revenues increased in the six months ended June 30, 2026 compared to the same period in 2025 due to increases in revenues generated by Genie Solar, CityCom, Roded and Able Minds 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 $2.5 million in the six months ended June 30, 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 $0.8 million in the six months ended June 30, 2026 compared to the same period in 2025. Revenues from Roded increased by $0.2 million in the six months ended June 30, 2026 compared to the same period in 2025 as it continued to increase its manufacturing capabilities. Able Minds generated $0.2 million revenues since its acquisition in April 2026. Diversegy's revenues from commissions, entry fees and other fees decreased by $0.5 million in the six months ended June 30, 2026 compared to the same period in 2025.  

 

Cost of Revenues. The decrease in the cost of revenues in the three months ended June 30, 2026 compared to the same period in 2025 is due to the decreases in cost of revenues from Genie Solar and Diversegy primarily due to the decrease in revenues and decrease in the cost of solar panels that are sold in Genie Solar as a result of previous impairment in value. 

 

The increase in the cost of revenues in the  six months ended June 30, 2026 compared to the same period in 2025 is due to the increases in cost of revenues from Genie Solar, Roded and Able Minds primarily due to the increase in their respective revenues.

 

Selling, General and Administrative. Selling, general and administrative expenses increased by 42.2% in the three months ended June 30, 2026 compared to the same period in 2025 due to increases in marketing costs, employee-related costs, consulting fees and depreciation expenses. Marketing costs increased by $0.3 million in the three months ended June 30, 2026 compared to the same period in 2025, due to an increase in marketing activities in Genie Solar, CityCom and Able Minds. Employee-related costs increased by $0.1 million in the three months ended June 30, 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 June 30, 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 June 30, 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.  

 

Selling, general and administrative expenses increased by 39.1% in the six months ended June 30, 2026 compared to the same period in 2025 due to increases in marketing cost, employee-related costs, consulting fees and depreciation expenses. Marketing costs increased by $0.4 million in the six months ended June 30, 2026 compared to the same period in 2025, due to an increase in marketing activities in Genie Solar, CityCom and Able Minds. Employee-related costs increased by $0.4 million in the six months ended June 30, 2026 compared to the same period in 2025, due to an increase in the number of employees, principally at Diversegy and CityCom. Consulting fees increased by $0.4 million in the six months ended June 30, 2026 compared to the same period in 2025 due to an increase in level of business activities. Depreciation expenses increased by $0.2 million in the six months ended June 30, 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.  

 

40

 

Corporate

 

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.

 

   

Three Months Ended June 30,

   

Change

   

Six Months Ended June 30,

   

Change

 

(amounts in thousands)

 

2026

   

2025

   

$

      %  

2026

   

2025

   

$

      %

General and administrative expenses and loss from operations

  $ 1,849     $ 1,539     $ 310       20.1 %   $ 4,214     $ 4,055     $ 159       3.9 %

 

Corporate general and administrative expenses increased by 20.1% in the three months ended June 30, 2026 compared to the same period in 2025 due to an increase in accrued bonuses. As a percentage of consolidated revenues, Corporate general and administrative expenses increased to 1.8% in the three months ended June 30, 2026 from 1.5% in the three months ended June 30, 2025.

 

Corporate general and administrative expenses decreased by 3.9% in the six months ended June 30, 2026 compared to the same period in 2025 due to lower accrued bonuses. As a percentage of consolidated revenues, Corporate general and administrative expenses were flat at 1.7% each of the six months ended June 30, 2026 and 2025.

 

41

 

Consolidated

 

Selling, general and administrative expenses. Stock-based compensation expense included in consolidated selling, general and administrative expenses was $0.6 million in each of the three months ended June 30, 2026 and 2025. Stock-based compensation expense included in consolidated selling, general and administrative expenses was $1.4 million and $1.4 million for the six months ended June 30, 2026 and 2025, respectively. At June 30, 2026, the aggregate unrecognized compensation cost related to non-vested stock-based compensation was $2.7 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:

 

   

Three Months Ended June 30,

   

Change

   

Six Months Ended June 30,

   

Change

 

(amounts in thousands)

 

2026

   

2025

   

$

      %  

2026

   

2025

   

$

      %

Income from operations

  $ 6,525     $ 2,268     $ 4,257       187.7 %   $ 8,397     $ 15,744     $ (7,347 )     (46.7 )%

Interest income

    1,511       1,998       (487 )     (24.4 )     3,162       3,979       (817 )     (20.5 )

Interest expense

    (121 )     (156 )     35       (22.4 )     (245 )     (345 )     100       (29.0 )

Other income, net

    3,761       54       3,707       nm       4,471       216       4,255       nm  

Provision for income taxes

    (239 )     (1,822 )     1,583       (86.9 )     (1,824 )     (7,034 )     5,210       (74.1 )

Net income from continuing operations

    11,437       2,342       9,095       388.3       13,961       12,560       1,401       11.2  

Income (loss) from discontinued operations, net of tax

    3       47       (44 )     (93.6 )     (8 )     (57 )     49       (86.0 )

Net income

    11,440       2,389       9,051       378.9       13,953       12,503       1,450       11.6  

Net income (loss) attributable to noncontrolling interests

    65       45       20       44.4       (200 )     (284 )     84       (29.6 )

Net income attributable to Genie Energy Ltd.

  $ 11,375     $ 2,344     $ 9,031       385.3 %   $ 14,153     $ 12,787     $ 1,366       10.7 %

 

nm—not meaningful

 

Interest income.  Interest income decreased in the three and six months ended June 30, 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. 

 

Interest Expense. Interest expense for three and six months ended June 30, 2026 and 2025 is mainly related to the interest from the Term Loan Agreement with National Cooperative Bank, N.A. ("NCB"). 

 

Other Income, net.  Other income, net increased in the three and six months ended June 30, 2026 and 2025 consisted primarily of gains from investments, net of losses, including the sale of investment property. 

 

Provision for Income Taxes. The change in the reported tax rate for the three and six months ended June 30, 2026 compared to the same periods in 2025  is mainly from the effect of federal investment tax credits from community solar project that started operating in the second quarter of 2026.

 

Net Income (Loss) from Discontinued Operations, net of tax. Loss from discontinued operations, net of tax in the three and six months ended June 30, 2026 and 2025 is mainly related to foreign exchange differences in Lumo Sweden during the periods. 

 

Net Income (Loss) Attributable to Noncontrolling Interests. The net income (loss) attributable to noncontrolling interests in the three and six months ended June 30, 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 and six months ended June 30, 2025 consisted primarily of the share of noncontrolling interest in the operations of Citizens Choice Energy.

 

42

 

Liquidity and Capital Resources  

 

General

 

We currently expect that our cash flow from operations and the $195.0 million balance of unrestricted and restricted cash and cash equivalents that we held at June 30, 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 Quarterly Report on Form 10-Q.

 

At June 30, 2026, we had working capital (current assets less current liabilities) of $199.6 million.

 

   

Six Months Ended June 30,

 
   

2026

   

2025

 
   

(in thousands)

 

Cash flows (used in) provided by:

               

Operating activities

  $ (9,919 )   $ 14,191  

Investing activities

    499       (7,251 )

Financing activities

    (7,134 )     (9,117 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash

    70       (64 )

Increase (decrease) in cash, cash equivalents and restricted cash of continuing operations

    (16,484 )     (2,241 )

Cash flows provided by discontinued operations

    (13 )     2,274  

Net (decrease) increase in cash, cash equivalents and restricted cash

  $ (16,497 )   $ 33  

 

43

 

Operating Activities

 

Cash, cash equivalents and restricted cash used in operating activities of continuing operations was $9.9 million in the six months ended June 30, 2026 compared to the cash provided by operating activities of $14.2 million in the six months ended June 30, 2025. The decrease in cash flows is due primarily to the fluctuation in the results of operations in the six months ended June 30, 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 $23.0 million for the three months ended June 30, 2026, compared to the same period in 2025. Renewable energy credit inventory is higher as of June 30, 2026 compared to December 31, 2025, primarily due to the schedule of deliveries of renewable energy credits by the third-party vendors. Our 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. Prepaid expenses increased as of June 30, 2026 compared to December 31, 2025 primarily due to the timing of natural gas settlement with utilities at GRE and increased volume of activity in Diversegy.

 

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 June 30, 2026, we were in compliance with such covenants. At June 30, 2026, restricted cash of $2.0 million and trade accounts receivable of $63.6 million were pledged to BP as collateral for the payment of trade accounts payable to BP of $24.3 million at June 30, 2026.

 

We had purchase commitments of $129.9 million at June 30, 2026, of which $127.9 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 June 30, 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 June 30, 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 $0.1 million for the six months ended June 30, 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.

 

44

 

In the six months ended June 30, 2026 and 2025, we acquired nominal interests in various ventures for an aggregate amount of investments of $6.7 million $3.7 million, respectively.

 

In the six months ended June 30, 2026 and 2025, we invested minimal amount and $1.1 million, respectively, towards the improvement of an investment property we acquired in 2024. 

 

In the six months ended June 30, 2026 and 2025, we received $4.3 million $1.2 million, respectively, from the redemption of various investments.

 

Financing Activities

 

In the six months ended June 30, 2026 and 2025, we paid aggregate dividends of $0.150 per share to stockholders of our Class A common stock and Class B common stock, or total aggregate dividends of $4.0 million for each in the six months ended June 30, 2026 and 2025. On August 3, 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 August 24, 2026 to stockholders of record as of the close of business on August 14, 2026.

 

45

 

On March 11, 2013, our Board of Directors approved a program for the repurchase of up to an aggregate of 7.0 million shares of our Class B common stock. In the six months ended June 30, 2026, we acquired 47,672 Class B common stock under the stock purchase program for an aggregate amount of $0.7 million. In the six months ended June 30, 2025, we acquired 286,137 Class B common stock under the stock purchase program for an aggregate amount of $4.6 million. At June 30, 2026, 3.4 million shares of Class B common stock remained available for repurchase under the stock repurchase program.

 

In each of the six months ended June 30, 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 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 June 30, 2026, we were in compliance with all such covenants.  At June 30, 2026, there was $7.0 million outstanding under the Term Loan at a weighted average interest rate of 5.7%. 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 June 30, 2026, an aggregate of $4.3 million are deposited in NCB and are subject to certain restrictions.

 

In the six months ended June 30, 2026, we paid the required installment of the principal amount of the Term Loan of $0.2 million. There were no required payment in the three and six months ended June 30, 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 June 30, 2026, there are $1.0 million in letters of credit issued by JP Morgan Chase Bank. At June 30, 2026, the cash collateral of $3.3 million was included in restricted cash in our condensed consolidated balance sheet. 

 

Cash flows from discontinued operations

 

Cash used in discontinued operations of Lumo Sweden was minimal in the six months ended June 30, 2026. Cash provided by operating activities of discontinued operations was $2.3 million in the six months ended June 30, 2025 and pertains to the proceeds from the settlement of hedges of Lumo Sweden, in which the last payment was received in April 2025.

 

46

 

Item 3.

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 June 30, 2026 had remained the same as in the three months ended June 30, 2025, our gross profit from electricity and natural would have decreased by $7.8 million and $4.9 million, respectively. Hypothetically, for our GRE segment, if our gross profit per unit in the six months ended June 30, 2026 had remained the same as in the six months ended June 30, 2025, our gross profit from electricity and natural gas would have decreased by $5.4 million and 6.6 million, respectively.

 

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 loss from derivative instruments of $1.6 million in the three months ended  June 30, 2026 . We recognized gain from derivative instrument of $1.7 million in the six months ended June 30, 2026.  We recognized loss from derivative instruments of $4.0 million and $0.8 million in the three and six months ended June 30, 2025, respectively.

 

Item 4.

Controls and Procedures

 

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 June 30, 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 June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

47

 

 

PART II. OTHER INFORMATION 

 

Item 1.

Legal Proceedings

 

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.

 

Item 1A.

Risk Factors

 

There are no material changes from the risk factors included in the 2025 Form 10-K. 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

The following table provides information with respect to purchases by us of shares of our Class B common stock during the second quarter of 2026: 

 

                   

Total Number

   

Maximum

 
                   

of Shares

   

Number of

 
                   

Purchased as

   

Shares that

 
                   

part of

   

May Yet Be

 
   

Total

           

Publicly

   

Purchased

 
   

Number of

   

Average

   

Announced

   

Under the

 
   

Shares

   

Price

   

Plans or

   

Plans or

 
   

Purchased (2)

   

per Share

   

Programs

   

Programs (1)

 

April 1–30, 2026

        $             3,450,665  

May 1–31, 2026

    15,882       13.61       15,882       3,434,783  

June 1–30, 2026

    31,790       13.94       31,790       3,402,993  

Total

    47,672     $       47,672          

 

(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.

(2) Consists of 36,659 shares of Class B Common Stock that were tendered by officers and employees to satisfy the tax withholding obligations in connection with the lapsing of restrictions on awards of restricted stock. Such shares were repurchased by us based on their current fair market value on the trading day immediately prior to the vesting date.

 

Item 3.

Defaults upon Senior Securities

 

None 

 

Item 4.

Mine Safety Disclosures

 

Not applicable 

 

 

Item 5.

Other Information

 

None

  

 

 

48

 

Item 6.

Exhibits

 

 

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.

 

49

 

SIGNATURES

 

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.

     

August 6, 2026

By:

/s/ Michael M. Stein

   

Michael M. Stein

     
    Chief Executive Officer
     

August 6, 2026

By:

/s/ Avi Goldin

   

Avi Goldin 

     
    Chief Financial Officer

 

50