gne-20240930.htm

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 September 30, 2024

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

Commission File Number: 1-35327

GENIE ENERGY LTD.

(Exact Name of Registrant as Specified in its Charter)

Delaware		45-2069276
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

520 Broad Street, Newark, New Jersey		07102
(Address of principal executive offices)		(Zip Code)

(973) 438-3500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b)-2 of the Exchange Act:

Title of each Class	Trading Symbol	Name of exchange of which registered
Class B common stock, par value $0.01 per share	GNE	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes ☐ No ☒

As of November 6, 2024, the registrant had the following shares outstanding:

Class A common stock, $0.01 par value:	1,574,326 shares
Class B common stock, $0.01 par value:	25,625,581 shares (excluding 3,684,379 treasury shares)

GENIE ENERGY LTD.
TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION			1

	Item 1.	Financial Statements (Unaudited)	1

		CONSOLIDATED BALANCE SHEETS	1

		CONSOLIDATED STATEMENTS OF OPERATIONS	2

		CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	3

		CONSOLIDATED STATEMENTS OF EQUITY	4

		CONSOLIDATED STATEMENTS OF CASH FLOWS	7

		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	8

	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	35

	Item 3	Quantitative and Qualitative Disclosures About Market Risks	50

	Item 4	Controls and Procedures	50

PART II. OTHER INFORMATION			51

	Item 1.	Legal Proceedings	51

	Item 1A.	Risk Factors	51

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	51

	Item 3.	Defaults upon Senior Securities	51

	Item 4.	Mine Safety Disclosures	51

	Item 5.	Other Information	51

	Item 6.	Exhibits	52

SIGNATURES			53

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

GENIE ENERGY LTD.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

	September 30, 2024		December 31, 2023
	(Unaudited)		(Note 1)
Assets
Current assets:
Cash and cash equivalents (including amounts related to variable interest entity of $240 and $245 at September 30, 2024 and December 31, 2023, respectively)	$	136,295	$	107,609
Restricted cash—short-term (including amounts related to variable interest entity of $34 and $20 at September 30, 2024 and December 31, 2023, respectively)		7,686		10,442
Marketable equity securities		420		396
Trade accounts receivable, net of allowance for doubtful accounts of $7,697 and $6,574 at September 30, 2024 and December 31, 2023, respectively (including accounts receivable related to variable interest entity of $176 and $275 at September 30, 2024 and December 31, 2023, respectively)		50,335		61,909
Inventory		8,513		14,598
Prepaid expenses (including amounts related to variable interest entity of $347 and $313 at September 30, 2024 and December 31, 2023, respectively)		11,408		16,222
Other current assets		6,726		5,475
Current assets of discontinued operations		6,280		13,182
Total current assets		227,663		229,833
Restricted cash—long-term		47,271		44,945
Property and equipment, net		22,396		15,192
Goodwill		12,690		9,998
Other intangibles, net		2,459		2,735
Deferred income tax assets, net		5,197		5,200
Other assets (including amounts related to variable interest entity of $363 and $360 at September 30, 2024 and December 31, 2023, respectively)		18,821		15,247
Noncurrent assets of discontinued operations		5,184		7,405
Total assets	$	341,681	$	330,555

Liabilities and equity
Current liabilities:
Trade accounts payable		23,679			27,881
Accrued expenses (including amounts related to variable interest entity of $500 and $533 at September 30, 2024 and December 31, 2023, respectively)		44,211			49,389
Income taxes payable		12,988			6,699
Due to IDT Corporation, net		116			145
Other current liabilities		6,194			9,280
Current liabilities of discontinued operations		1,637			4,858
Total current liabilities		88,825			98,252
Noncurrent captive insurance liability		47,271			44,945
Notes payable		1,775			—
Other liabilities		2,821			2,212
Noncurrent liabilities of discontinued operations		703			638
Total liabilities		141,395			146,047
Commitments and contingencies		—			—
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 September 30, 2024 and December 31, 2023		—			—
Class A common stock, $0.01 par value; authorized shares—35,000; 1,574 shares issued and outstanding at September 30, 2024 and December 31, 2023		16			16
Class B common stock, $0.01 par value; authorized shares—200,000; 29,310 and 28,764 shares issued and 25,651 and 25,820 shares outstanding at September 30, 2024 and December 31, 2023, respectively		293			288
Additional paid-in capital		158,570			156,101
Treasury stock, at cost, consisting of 3,659 and 2,944 shares of Class B common stock at September 30, 2024 and December 31, 2023		(34,951	)		(22,661	)
Accumulated other comprehensive income		5,212			3,299
Retained earnings		81,959			60,196
Total Genie Energy Ltd. stockholders’ equity		211,099			197,239
Noncontrolling interests:
Noncontrolling interests		(9,943	)		(12,731	)
Receivable from issuance of equity		(870	)		—
Total noncontrolling interests		(10,813	)		(12,731	)
Total equity		200,286			184,508
Total liabilities and equity	$	341,681		$	330,555

See accompanying notes to consolidated financial statements.

GENIE ENERGY LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
		2024			2023			2024			2023
	(in thousands, except per share data)
Revenues:
Electricity	$	100,694		$	114,002		$	268,390		$	268,688
Natural gas		5,055			4,990			35,867			40,890
Other		6,168			6,057			18,043			14,209
Total revenues		111,917			125,049			322,300			323,787
Cost of revenues		74,010			83,967			217,271			211,211
Gross profit		37,907			41,082			105,029			112,576
Operating expenses:
Selling, general and administrative (i)		25,160			23,196			70,076			68,380
Provision for captive insurance liability		991			—			2,667			—
Impairment of assets		80			—			199			—
Income from operations		11,676			17,886			32,087			44,196
Interest income		2,346			1,331			5,049			3,313
Interest expense		(22	)		(27	)		(385	)		(75	)
Gain on marketable equity securities and investments		122			334			349			385
Other income, net		56			(4	)		1,398			3,137
Income before income taxes		14,178			19,520			38,498			50,956
Provision for income taxes		(3,924	)		(5,018	)		(10,309	)		(12,951	)
Net income from continuing operations		10,254			14,502			28,189			38,005
(Loss) income from discontinued operations, net of taxes		(25	)		(304	)		(435	)		5,923
Net income		10,229			14,198			27,754			43,928
Net income (loss) attributable to noncontrolling interests, net		30			(261	)		(179	)		(118	)
Net income attributable to Genie Energy Ltd.		10,199			14,459			27,933			44,046
Dividends on preferred stock		—			—			—			(333	)
Net income attributable to Genie Energy Ltd. common stockholders	$	10,199		$	14,459		$	27,933		$	43,713

Net income (loss) attributable to Genie Energy Ltd. common stockholders
Continuing operations	$	10,224		$	14,763		$	28,368		$	37,789
Discontinued operations		(25	)		(304	)		(435	)		5,924
Net income attributable to Genie Energy Ltd. common stockholders	$	10,199		$	14,459		$	27,933		$	43,713

Earnings (loss) per share attributable to Genie Energy Ltd. common stockholders:
Basic:
Continuing operations	$	0.38		$	0.55		$	1.06		$	1.48
Discontinued operations		(0.00	)		(0.01	)		(0.02	)		0.23
Earnings per share attributable to Genie Energy Ltd. common stockholders	$	0.38		$	0.54		$	1.04		$	1.71
Diluted
Continuing operations	$	0.38		$	0.54		$	1.04		$	1.45
Discontinued operations		(0.00	)		(0.01	)		(0.01	)		0.23
Earnings per share attributable to Genie Energy Ltd. common stockholders	$	0.38		$	0.53		$	1.03		$	1.68

Weighted-average number of shares used in calculation of earnings per share:
Basic		26,526			26,615			26,771			25,541
Diluted		26,868			27,362			27,161			26,056

Dividends declared per common share	$	0.075		$	0.075		$	0.225		$	0.225
(i) Stock-based compensation included in selling, general and administrative expenses	$	567		$	649		$	1,774		$	2,254

See accompanying notes to consolidated financial statements.

GENIE ENERGY LTD.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

		Three Months Ended September 30,					Nine Months Ended September 30,
	2024			2023			2024			2023
	(in thousands)
Net income	$	10,229		$	14,198		$	27,754		$	43,928
Other comprehensive loss:
Foreign currency translation adjustments		4,136			(552	)		2,700			(508	)
Comprehensive income		14,365			13,646			30,454			43,420
Comprehensive loss attributable to noncontrolling interests		(790	)		261			(595	)		112
Comprehensive income attributable to Genie Energy Ltd.	$	13,575		$	13,907		$	29,859		$	43,532

See accompanying notes to consolidated financial statements.

GENIE ENERGY LTD.

CONSOLIDATED STATEMENTS OF EQUITY

(in thousands, except dividend per share)

Genie Energy Ltd. Stockholders

	Preferred			Class A			Class B				Additional						Accumulated Other						Non
	Stock			Common Stock			Common Stock				Paid-In			Treasury			Comprehensive			Retained			controlling			Total
	Shares		Amount	Shares		Amount	Shares		Amount		Capital			Stock			Income			Earnings			Interests			Equity
BALANCE AT JANUARY 1, 2024	—	$	—	1,574	$	16	28,765	$	288	$	156,101		$	(22,661	)	$	3,299		$	60,196		$	(12,731	)	$	184,508
Dividends on common stock ($0.075 per share)	—		—	—		—	—		—		—			—			—			(2,121	)		—			(2,121	)
Stock-based compensation	—		—	—		—	14		—		749			—			—			—			—			749
Restricted Class B common stock purchased from employees	—		—	—		—	—		—		—			(2,523	)		—			—			—			(2,523	)
Exercise of stock options	—		—	—		—	126		1		1,015			—			—			—			—			1,016
Purchase of equity of subsidiary	—		—	—		—	—		—		(316	)		—			—			—			(884	)		(1,200	)
Repurchase of Class B common stock from stock repurchase program	—		—	—		—	—		—		—			(4,101	)		—			—			—			(4,101	)
Other comprehensive (loss) income	—		—	—		—	—		—		—			—			(5,210	)		—			128			(5,082	)
Net income (loss) for three months ended March 31, 2024	—		—	—		—	—		—		—			—			—			8,123			46			8,169
BALANCE AT MARCH 31, 2024	—	$	—	1,574	$	16	28,905	$	289	$	157,549		$	(29,285	)	$	(1,911	)	$	66,198		$	(13,441	)	$	179,415

	Preferred			Class A			Class B				Additional					Accumulated Other						Non
	Stock			Common Stock			Common Stock				Paid-In		Treasury			Comprehensive			Retained			controlling			Total
	Shares		Amount	Shares		Amount	Shares		Amount		Capital		Stock			Income			Earnings			Interests			Equity
BALANCE AT MARCH 31, 2024	—	$	—	1,574	$	16	28,905	$	289	$	157,549	$	(29,285	)	$	(1,911	)	$	66,198		$	(13,441	)	$	179,415
Dividends on common stock ($0.075 per share)	—		—	—		—	—		—		—		—			—			(2,031	)		—			(2,031	)
Stock-based compensation	—		—	—		—	1		—		458		—			—			—			—			458
Class B common stock purchased from Genie Energy Charitable Foundation	—		—	—		—	—		—		—		(768	)		—			—			—			(768	)
Repurchase of Class B common stock from stock repurchase program	—		—	—		—	—		—		—		(1,796	)		—			—			—			(1,796	)
Consolidation of a subsidiary	—		—	—		—	—		—		—		—			—			—			1,286			1,286
Deconsolidation of a subsidiary	—		—	—		—	—		—		—		—			(12	)		—			—			(12	)
Other comprehensive income (loss)	—		—	—		—	—		—		—		—			3,759			—			(113	)		3,646
Net income (loss) for three months ended June 30, 2024	—		—	—		—	—		—		—		—			—			9,612			(256	)		9,356
BALANCE AT JUNE 30, 2024	—	$	—	1,574	$	16	28,906	$	289	$	158,007	$	(31,849	)	$	1,836		$	73,779		$	(12,524	)	$	189,554

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

Genie Energy Ltd. Stockholders

																Accumulated								Receivable
	Preferred			Class A			Class B				Additional					Other					Non			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 JUNE 30, 2024	—	$	—	1,574	$	16	28,906	$	289	$	158,007	$	(31,849	)	$	1,836	$	73,779		$	(12,524	)	$	—		$	189,554
Dividends on common stock ($0.075 per share)	—		—	—		—	—		—		—		—			—		(2,019	)		—			—			(2,019	)
Stock-based compensation	—		—	—		—	404		4		563		—			—		—			—			—			567
Restricted Class B common stock purchased from employees	—		—	—		—	—		—		—		(1,091	)		—		—			—			—			(1,091	)
Noncontrolling investment to a subsidiary by Howard Jonas	—		—	—		—	—		—		—		—			—		—			1,791			(870)			921
Repurchase of Class B common stock from stock repurchase program	—		—	—		—	—		—		—		(2,011	)		—		—			—			—			(2,011	)
Other comprehensive income	—		—	—		—	—		—		—		—			3,376		—			760			—			4,136
Net income for three months ended September 20,2024	—		—	—		—	—		—		—		—			—		10,199			30			—			10,229
BALANCE AT SEPTEMBER 30, 2024	—	$	—	1,574	$	16	29,310	$	293	$	158,570	$	(34,951	)	$	5,212	$	81,959		$	(9,943	)	$	(870	)	$	200,286

	Preferred					Class A			Class B				Additional					Accumulated Other						Non
	Stock					Common Stock			Common Stock				Paid-In		Treasury			Comprehensive			Retained			controlling			Total
	Shares			Amount		Shares		Amount	Shares		Amount		Capital		Stock			Income			Earnings			Interests			Equity
BALANCE AT JANUARY 1, 2023	983		$	8,359		1,574	$	16	27,126	$	271	$	146,546	$	(19,010	)	$	1,926		$	49,010		$	(13,474	)	$	173,644
Dividends on preferred stock ($0.1594 per share)	—			—		—		—	—		—		—		—			—			(157	)		—			(157	)
Dividends on common stock ($0.075 per share)	—			—		—		—	—		—		—		—			—			(1,951	)		—			(1,951	)
Stock-based compensation	—			—		—		—	33		—		899		—			—			—			—			899
Restricted Class B common stock purchased from employees	—			—		—		—	—		—		—		(165	)		—			—			—			(165	)
Redemption of preferred stock	(117	)		(1,000	)	—		—	—		—		—		—			—			—			—			(1,000	)
Other comprehensive (loss) income	—			—		—		—	—		—		—		—			(31	)		—			3			(28	)
Net income (loss) for three months ended March 31, 2023	—			—		—		—	—		—		—		—			—			14,431			(39	)		14,392
BALANCE AT MARCH 31, 2023	866		$	7,359		1,574	$	16	27,159	$	271	$	147,445	$	(19,175	)	$	1,895		$	61,333		$	(13,510	)	$	185,634

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

Genie Energy Ltd. Stockholders

	Preferred					Class A			Class B				Additional					Accumulated Other					Non
	Stock					Common Stock			Common Stock				Paid-In		Treasury			Comprehensive		Retained			controlling			Total
	Shares			Amount		Shares		Amount	Shares		Amount		Capital		Stock			Income		Earnings			Interests			Equity
BALANCE AT MARCH 31, 2023	866		$	7,359		1,574	$	16	27,159	$	271	$	147,445	$	(19,175	)	$	1,895	$	61,333		$	(13,510	)	$	185,634
Dividends on preferred stock ($0.1594 per share)	—			—		—		—	—		—		—		—			—		(176	)		—			(176	)
Dividends on common stock ($0.075 per share)	—			—		—		—	—		—		—		—			—		(1,958	)		—			(1,958	)
Stock-based compensation	—			—		—		—	300		3		753		—			—		—			—			756
Restricted Class B common stock purchased from employees	—			—		—		—	—		—		—		(2,438	)		—		—			—			(2,438	)
Redemption of preferred stock	(866	)		(7,359	)	—		—	—		—		—		—			—		—			—			(7,359	)
Exercise of stock options	—			—		—		—	257		3		1,112		—			—		—			—			1,115
Exercise of warrants	—			—		—		—	1,048		11		4,989		—			—		—			—			5,000
Other comprehensive income	—			—		—		—	—		—		—		—			70		—			2			72
Net income for three months ended June 30, 2023	—			—		—		—	—		—		—		—			—		15,156			183			15,339
BALANCE AT JUNE 30, 2023	—		$	—		1,574	$	16	28,764	$	288	$	154,299	$	(21,613	)	$	1,965	$	74,355		$	(13,325	)	$	195,985

	Preferred			Class A			Class B				Additional					Accumulated Other						Non
	Stock			Common Stock			Common Stock				Paid-In		Treasury			Comprehensive			Retained			controlling			Total
	Shares		Amount	Shares		Amount	Shares		Amount		Capital		Stock			Income			Earnings			Interests			Equity
BALANCE AT JUNE 30, 2023	—	$	—	1,574	$	16	28,764	$	288	$	154,299	$	(21,613	)	$	1,965		$	74,355		$	(13,325	)	$	195,985
Dividends on common stock ($0.075 per share)	—		—	—		—	—		—		—		—			—			(2,055	)		—			(2,055	)
Stock-based compensation	—		—	—		—	—		—		649		—			—			—			—			649
Restricted Class B common stock purchased from employees	—		—	—		—	—		—		—		(856	)		—			—			—			(856	)
Other comprehensive (loss) income	—		—	—		—	—		—		—		—			(552	)		—			—			(552	)
Net income (loss) for three months ended September 30,2023	—		—	—		—	—		—		—		—			—			14,459			(261	)		14,198
BALANCE AT SEPTEMBER 30, 2023	—	$	—	1,574	$	16	28,764	$	288	$	154,948	$	(22,469	)	$	1,413		$	86,759		$	(13,586	)	$	207,369

GENIE ENERGY LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Nine Months Ended September 30,
	2024			2023
	(in thousands)
Operating activities
Net income	$	27,754		$	43,928
Net (loss) income from discontinued operations, net of tax		(435	)		5,923
Net income from continuing operations		28,189			38,005
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for captive insurance liability		2,667			—
Depreciation and amortization		646			286
Impairment of assets		199			—
Provision for doubtful accounts receivable		1,651			1,722
Inventory valuation allowance		417			829
Unrealized gain on marketable equity securities and investments and others, net		(637	)		(386	)
Stock-based compensation		1,723			2,254
Changes in assets and liabilities:
Trade accounts receivable		10,016			(7,271	)
Inventory		4,593			(6,114	)
Prepaid expenses		4,033			(3,753	)
Other current assets and other assets		1,796			2,637
Trade accounts payable, accrued expenses and other liabilities		(12,379	)		10,963
Due to IDT Corporation, net		(29	)		(45	)
Income taxes payable		6,289			(6,566	)
Net cash provided by operating activities of continuing operations		49,174			32,561
Net cash provided by operating activities of discontinued operations		8,570			19,461
Net cash provided by operating activities		57,744			52,022
Investing activities
Capital expenditures		(4,025	)		(878	)
Purchase of solar system facility		(1,344	)		—
Purchases of marketable equity securities and other investments		(4,042	)		(9,913	)
Purchase of equity of subsidiary		(1,200	)		—
Purchase of investment property, net of noncontrolling interest paid by Howard Jonas		(934	)		—
Proceeds from the sale of marketable equity securities and other investments		—			10,023
Repayment of notes receivable		—			19
Net cash used in investing activities of continuing operations		(11,545	)		(749	)
Net cash provided by investing activities of discontinued operations		—			2,578
Net cash (used in) provided by investing activities		(11,545	)		1,829
Financing activities
Dividends paid		(6,171	)		(6,818	)
Repurchases of Class B common stock		(7,908	)		—
Repurchases of Class B common stock from employees		(3,614	)		(2,338	)
Repurchase of Class B common stock from Genie Foundation		(768	)		—
Proceeds from the exercise of warrants		—			5,000
Redemption of preferred stock		—			(8,359	)
Net cash used in financing activities		(18,461	)		(12,515	)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		(120	)		61
Net increase in cash, cash equivalents, and restricted cash		27,618			41,397
Cash, cash equivalents, and restricted cash (including cash held at discontinued operations) at beginning of period		165,479			106,080
Cash, cash equivalents and restricted cash (including cash held at discontinued operations) at end of the period		193,097			147,477
Less: Cash held at of discontinued operations at end of period		1,845			4,074
Cash, cash equivalents, and restricted cash (excluding cash held at discontinued operations) at end of period	$	191,252		$	143,403

See accompanying notes to consolidated financial statements.

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

Note 1—Basis of Presentation and Business Changes and Development

The accompanying unaudited consolidated financial statements of Genie Energy Ltd. and its subsidiaries (the “Company” or “Genie”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The consolidated balance sheet at December 31, 2023 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, 2023, 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 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") and Mirabito Natural Gas (“Mirabito”). The majority of GRE's REP customers are located in the Eastern and Midwestern United States and Texas. Mirabito supplies natural gas to commercial customers in Florida.

Genie Renewables consists of a 95.5% interest in Genie Solar, an integrated solar energy company, a 92.8% interest in CityCom Solar, a marketer of community solar and alternative products and services complimentary to our energy offerings and a 91.5% interest in Diversegy, an energy procurement advisor.

Impairment of Assets

In 2024, the Company discontinued several projects of Genie Solar as a result of lack of viability. The Company recognized an impairment of assets of $0.2 million related to costs previously capitalized in the property and equipment accounts in the consolidated balance sheets.

One-Time Tax Credit

In the first quarter of 2023, the Company received $3.1 million in respect of a one-time tax credit related to payroll taxes incurred in prior years, which the Company recognized as a gain included in other income, net in the accompanying consolidated statements of operations for the nine months ended September 30, 2023.

Discontinued Operations in Finland and Sweden

Prior to the third quarter of 2022, the Company had a third segment, Genie Retail Energy International, or GRE International, which supplied electricity to residential and small business customers in Scandinavia. However, as a result of volatility in the energy market in Europe, in the third quarter of 2022, the Company decided to discontinue the operations of Lumo Energia Oyj ("Lumo Finland") and Lumo Energi AB ("Lumo Sweden").

The Company determined that the discontinuation of the 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. The Company accounts for these businesses as discontinued operations, and accordingly, presents the results of operations and related cash flows as discontinued operations. The results of operations and related cash flows are presented as discontinued operations for all periods. Any remaining assets and liabilities of the discontinued operations are presented separately and reflected within assets and liabilities from discontinued operations in the accompanying consolidated balance sheets as of September 30, 2024 and December 31, 2023. Lumo Sweden are continuing to liquidate their remaining receivables and settle any remaining liabilities.

In November 2022, Lumo Finland declared bankruptcy and the administration of Lumo Finland was transferred to an administrator (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.

Following the discontinuance of operations of Lumo Finland and Lumo Sweden, GRE International ceased to be a segment and the remaining assets and liabilities and results of continuing operations of GRE International were combined with corporate.

Discontinued Operations in the United Kingdom

In October 2021, as part of the orderly exit process from the U. K. market, Orbit Energy Limited ("Orbit"), a REP owed by the Company that used to operate in United Kingdom, and Shell U.K. Limited ("Shell") agreed to terminate the exclusive supply contract between them. As part of the termination agreement, Orbit was required to unwind all physical forward hedges with Shell which resulted in net cash proceeds after settlement of all related liabilities with Shell.

The Company determined that the discontinued operations of Orbit represented a strategic shift that would have a major effect on the Company's operations and financial statements. Since the appointment of the Orbit Administrators, the Company has accounted for these businesses as discontinued operations and accordingly, has presented the results of operations and related cash flows as discontinued operations. Since the Company lost control of the management of Orbit in favor of the Orbit Administrators, the accounts of Orbit were deconsolidated effective December 1, 2021.

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. Unseasonable 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 48.1% and 39.7% of GRE’s natural gas revenues for the relevant years were generated in the first quarters 2023 and 2022, respectively, when demand for heating was highest. Although the demand for electricity is not as seasonal as natural gas (due, in part, to usage of electricity for both heating and cooling), approximately 32.5% and 30.5% of GRE’s electricity revenues were generated in the third quarters of 2023 and 2022 respectively. GRE’s REPs’ revenues and operating income are subject to material seasonal variations, and the interim financial results are not necessarily indicative of the estimated financial results for the full year. In addition, extraordinary weather has and can lead to extreme spikes in the prices of wholesale electricity and natural gas in markets where GRE and other retail providers purchase their supply, or in challenges to the grid or supply markets in affected areas. Such events could have material impacts on our margins and operations.

In addition to the direct physical impact that climate change may have on the Company's business, financial condition and results of operations because of the effect on pricing, demand for our offerings and/or the energy supply markets, we may also be adversely impacted by other environmental factors, including: (i) technological advances designed to promote energy efficiency and limit environmental impact; (ii) increased competition from alternative energy sources; (iii) regulatory responses aimed at decreasing greenhouse gas emissions; and (iv) litigation or regulatory actions that address the environmental impact of our energy products and services.

Note 2—Cash, Cash Equivalents, and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated balance sheet and the corresponding amounts reported in the consolidated statements of cash flows:

	September 30, 2024		December 31, 2023
	(in thousands)
Cash and cash equivalents	$	136,295	$	107,609
Restricted cash—short-term		7,686		10,442
Restricted cash—long-term		47,271		44,945
Total cash, cash equivalents, and restricted cash	$	191,252	$	162,996

Restricted cash—short-term includes amounts set aside in accordance with GRE's Amended and Restated Preferred Supplier Agreement with BP Energy Company (“BP”) (see Note 19), Credit Agreement with JPMorgan Chase (see Note 20) and cash held by a wholly-owned insurance subsidiary (the "Captive") which restricted for use in order to secure the current portion of the insured liability program (see Note 19).

Restricted cash—long-term consists of cash of the "Captive," which is restricted for use to secure the noncurrent portion of the insured liability program (see Note 19).

Included in the cash and cash equivalents as of September 30, 2024 and December 31, 2023 is cash received from Lumo Sweden (see Note 5).

Note 3—Inventories

Inventories consisted of the following:

	September 30, 2024		December 31, 2023
	(in thousands)
Natural gas	$	1,515	$	1,309
Renewable credits		6,917		12,105
Solar panels, net of a valuation allowance of $0 and $0.8 million at September 30, 2024 and December 31, 2023, respectively		81		1,184
Totals	$	8,513	$	14,598

The Company regularly reviews the cost of inventories against their estimated net realizable value and records write-downs if any inventories have costs in excess of their net realizable values. There is no inventory valuation allowance recorded for the three months ended September 30, 2024. In the nine months ended September 30, 2024, the Company recorded an inventory valuation allowance of $0.4 million to the cost of revenues. In the three and nine months ended September 30, 2023, the Company recorded an inventory valuation allowance of $0.8 million to the cost of revenues. The valuation allowances are related to write-down of inventory to its net realizable value. Solar panel inventories are transferred to ongoing solar projects of Genie Solar together with the inventory valuation allowance in the prepaid assets and property and equipment accounts in the consolidated balance sheet.

Note 4—Revenue Recognition

Revenue from the single performance obligation to deliver a unit of electricity and/or natural gas is recognized as the customer simultaneously receives and consumes the benefit. Variable quantities in requirements contracts are considered to be options for additional goods and services because the customer has a current contractual right to choose the amount of additional distinct goods to purchase. GRE records unbilled revenues for the estimated amount customers will be billed for services rendered from the time meters were last read to the end of the respective accounting period. The unbilled revenue is estimated each month based on available per day usage data, the number of unbilled days in the period and historical trends.

Incumbent utility companies in most of the service territories in which GRE's REPs operate offer purchase of receivables, or POR, and GRE’s REPs participate in POR programs for a majority of their receivables. The Company estimates variable consideration related to its rebate programs using the expected value method and a portfolio approach. The Company’s estimates related to rebate programs are based on the terms of the rebate program, the customer’s historical electricity and natural gas consumption, the customer’s rate plan, and a churn factor. Taxes that are imposed on the Company’s sales and collected from customers are excluded from the transaction price.

Revenue from sales of solar panels are recognized at a point in time following the transfer of control of the solar panels to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. For sales contracts that contain multiple performance obligations, such as the shipment or delivery of solar modules, the Company allocates the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognize the related revenue as control of each individual product is transferred to the customer, in satisfaction of the corresponding performance obligations. Revenues from sales of solar panels are included in other revenues in the consolidated statements of operations.

Genie Solar enters into contracts to identify, develop, and operate solar generation sites to provide solar electricity to its customers. Obligations under solar project contracts consist of a series of tasks and components and accordingly are accounted for as multiple performance obligations. Because the Company’s performance creates and enhances assets that are controlled by and specific to customers, the Company recognizes construction services revenue over time. Revenue for these performance obligations is recognized using the input method based on the cost incurred as a percentage of total estimated contract costs. Due to the significance of the costs associated with solar panels to the total project, our judgment on when such costs should be included in the measure of progress has a material impact on revenue recognition. Contract costs include all direct material and labor costs related to contract performance. Revenues from sales of solar panels and solar panel projects are included under the Other Revenues in the consolidated statements of operations.

Energy generation revenue is earned from both the sale of electricity generated from operating solar projects and the sale of Solar Energy Credits ("SRECs") which are included in the Other Revenues in the consolidated statement of operations.

Revenue from energy generation is recognized when the Company satisfies the performance obligation, which occurs at the time of the delivery of electricity at the contractual rates.

The Company applies for and receives SRECs in certain jurisdictions for power generated by solar energy systems it owns. There are no direct costs allocated to SRECs upon generation. The Company typically sells SRECs to different customers from those purchasing the energy. The sale of each SREC is a distinct performance obligation satisfied at a point in time and that the performance obligation related to each SREC is satisfied when each SREC is delivered to the customer.

Revenues from commissions from selling third-party products to customers, entry and other fees from the energy procurement advisory 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.

The Company recognizes the incremental costs of obtaining a contract with a customer as an asset if it expects the benefit of those costs to be longer than one year. The Company determined that certain sales commissions to acquire customers meet the requirements to be capitalized. For GRE, the Company applies a practical expedient to expense costs as incurred for sales commissions to acquire customers as the period would have been one year or less.

Disaggregated Revenues

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

	Electricity		Natural Gas		Other		Total
	(in thousands)
Three Months Ended September 30, 2024
Fixed rate	$	57,963	$	2,616	$	—	$	60,579
Variable rate		42,731		2,439		—		45,170
Other		—		—		6,168		6,168
Total	$	100,694	$	5,055	$	6,168	$	111,917

Three Months Ended September 30, 2023
Fixed rate	$	73,595	$	2,724	$	—	$	76,319
Variable rate		40,407		2,266		—		42,673
Other		—		—		6,057		6,057
Total	$	114,002	$	4,990	$	6,057	$	125,049

Nine Months Ended September 30, 2024
Fixed rate	$	157,266	$	13,340	$	—	$	170,606
Variable rate		111,124		22,527		—		133,651
Other		—		—		18,043		18,043
Total	$	268,390	$	35,867	$	18,043	$	322,300

Nine Months Ended September 30, 2023
Fixed rate	$	150,725	$	11,322	$	—	$	162,047
Variable rate		117,963		29,568		—		147,531
Other		—		—		14,209		14,209
Total	$	268,688	$	40,890	$	14,209	$	323,787

Fixed and variable rate revenues are from GRE. Other revenues are revenues from Genie Renewables which includes revenues from solar panels, solar projects and energy generation by Genie Solar, commissions from marketing energy solutions by CityCom Solar and Diversegy.

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

	Electricity		Natural Gas		Other		Total
	(in thousands)
Three Months Ended September 30, 2024
Non-Commercial Channel	$	94,474	$	2,539	$	—	$	97,013
Commercial Channel		6,220		2,516		—		8,736
Other		—		—		6,168		6,168
Total	$	100,694	$	5,055	$	6,168	$	111,917

Three Months Ended September 30, 2023
Non-Commercial Channel	$	95,026	$	1,981	$	—	$	97,007
Commercial Channel		18,976		3,009		—		21,985
Other		—		—		6,057		6,057
Total	$	114,002	$	4,990	$	6,057	$	125,049

Nine Months Ended September 30, 2024
Non-Commercial Channel	$	250,173	$	25,091	$	—	$	275,264
Commercial Channel		18,217		10,776		—		28,993
Other		—		—		18,043		18,043
Total	$	268,390	$	35,867	$	18,043	$	322,300

Nine Months Ended September 30, 2023
Non-Commercial Channel	$	220,481	$	28,702	$	—	$	249,183
Commercial Channel		48,207		12,188		—		60,395
Other		—		—		14,209		14,209
Total	$	268,688	$	40,890	$	14,209	$	323,787

Contract liabilities

Certain revenue generating contracts at Renewables include provisions that require advance payment from customers. These advance payments are recognized as revenue as the Company satisfies the performance obligations to the other party. A portion of the transaction price allocated to the performance obligations to be satisfied in future periods is recognized as a contract liability, which is expected to be satisfied in the next twelve months. Contract liabilities are included in other current liabilities account in the consolidated balance sheets.

The table below reconciles the change in the carrying amount of contract liabilities:

	Nine Months Ended September 30,
	2024			2023
	(in thousands)
Contract liability, beginning	$	5,582		$	1,759
Recognition of revenue included in the beginning of the year contract liability		(4,365	)		(430	)
Additions during the period, net of revenue recognized during the period		2,650			3,290
Contract liability, end	$	3,867		$	4,619

Allowance for doubtful accounts

The change in the allowance for doubtful accounts was as follows:

	Nine Months Ended September 30,
	2024			2023
	(in thousands)
Allowance for doubtful accounts, beginning	$	6,574		$	4,826
Additions charged to expense		1,651			1,722
Other deductions		(528	)		(183	)
Allowance for doubtful accounts, end	$	7,697		$	6,365

Note 5—Acquisitions and Discontinued Operations

Consolidation of Roded

In December 2022, the Company, entered into an investment agreement with Roded Recycling Industries Ltd. ("Roded") and it then owners to acquire a 45.0% noncontrolling interest in Roded for New Israel Shekel ("NIS")5.0 million (equivalent to $1.5 million at the date of the transaction). Roded is engaged in business of recycling used plastic materials into usable industrial products. The Company accounts for its ownership interest in Roded using the equity method.

From December 2022 to April 2024, the Company contributed an aggregate of $0.4 million to Roded gradually increasing its interest to a 51.2% controlling interest on April 12, 2024. Prior to April 12, 2024, the net book value of the Company's investment in Roded was $1.3 million. Following the transaction, the Company has control over the activities of Roded.

The Company recorded minimal revenue for Roded in its consolidated statements of operations and comprehensive income for three and nine months ended September 30, 2024. The net income or loss attributable to this acquisition cannot be identified on a stand-alone basis because it is in the process of being integrated into the Company's operations.

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

Cash and other current liabilities	$	200
Property, plant and equipment (1 to 10-year useful life)		573
Goodwill		2,660
Liabilities		(850	)
Noncontrolling interest		(1,243	)
Net assets	$	1,340

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

Acquisition of Solar System Facilities

On November 3, 2023, the Company acquired ten special-purpose entities that own and operate solar system facilities in Ohio and Michigan. The Company paid a total of $7.5 million, including $1.0 million held in escrow which was released in June 2024.

The acquisition has been accounted for as asset acquisition and the Company recorded $7.7 million in total purchase price, including $0.2 million of direct transaction costs allocated to solar array assets included in the property and equipment account in the consolidated balance sheets with estimated useful lives of 14 to 30 years.

On November 3, 2023, the Company also signed an agreement to purchase from the sellers another special purpose entity that owned and operated a solar system facility in Indiana, for $1.3 million, subject to the satisfaction of certain closing conditions. In February 2024, the purchase of the solar system facility in Indiana was completed. The acquisition has been accounted for as asset acquisition and the Company recorded $1.3 million to solar array assets included in the property and equipment account in the consolidated balance sheets with estimated useful lives of 30 years.

The acquired assets are allocated to the Renewables segment.

Lumo Finland and Lumo Sweden Operations

As a result of the sustained volatility of the energy market in Europe, in the third quarter of 2022, the Company decided to discontinue the operations of Lumo Finland and Lumo Sweden. From July 13, 2022 to July 19, 2022, the Company entered into a series of transactions to sell most of the electricity swap instruments held by Lumo Sweden. The sale price has been fixed and is expected to continue to be settled monthly based on the monthly commodity volume specified in the instruments from September 2022 to March 2025.

The Company determined that the discontinuation of operations of Lumo Finland and Lumo Sweden represented a strategic shift that would have a major effect on the Company's operations and financial statements and accordingly, the results of operations and related cash flows are presented as discontinued operations for all periods presented. The assets and liabilities of the discontinued operations are presented separately and reflected within assets and liabilities from discontinued operations in the accompanying consolidated balance sheets as of September 30, 2024 and December 31, 2023. Lumo Sweden is continuing to liquidate its remaining receivables and to settle any remaining liabilities.

In November 2022, Lumo Finland declared bankruptcy and the administration of Lumo Finland was transferred to the Lumo Administrators. All assets and liabilities of Lumo Finland remain with Lumo Finland, in which Genie retains its equity ownership interest, however, the management and control of Lumo Finland were transferred to the Lumo Administrators. Since the Company lost control of the management of Lumo Finland in favor of the Lumo Administrators, the accounts of Lumo Finland were deconsolidated effective November 9, 2022.

The following table represents summarized balance sheet information of assets and liabilities of the discontinued operations of Lumo Sweden:

	September 30, 2024		December 31, 2023
	(in thousands)
Assets
Cash	$	1,845	$	2,483
Receivables from the settlement of derivative contract—current		4,435		10,699
Current assets of discontinued operations	$	6,280	$	13,182

Receivables from the settlement of derivative contract—noncurrent	$	—	$	2,362
Other noncurrent assets		5,184		5,078
Noncurrent assets of discontinued operations	$	5,184	$	7,440

Liabilities
Income taxes payable		1,637		1,399
Accounts payable and other current liabilities		—		91
Current liabilities of discontinued operations	$	1,637	$	1,490

Deferred tax liabilities		703		698
Noncurrent liabilities of discontinued operations	$	703	$	698

The summary of the results of operations of the discontinued operations of Lumo Sweden were as follows:

		Three Months Ended September 30,						Nine Months Ended September 30,
		2024			2023		2024			2023
		(in thousands)

Income from operations	$	—		$	—		$	—		$	—
Other (loss) income, net		(30	)		(395	)		(375	)		800
Income before income taxes		(30	)		(395	)		(375	)		800
Benefit from (provision) for income taxes		5			91			(60	)		(314	)
Net loss from discontinued operations, net of taxes	$	(25	)	$	(304	)	$	(435	)	$	486
Income before income taxes attributable to Genie Energy Ltd.	$	0.0		$	(395	)	$	0.5		$	800

The following table presents a summary of cash flows of the discontinued operations of Lumo Sweden:

		Nine Months Ended September 30,
	2024			2023
		(in thousands)

Net (loss) income	$	(435	)	$	486
Non-cash items		244			1,170
Changes in assets and liabilities		8,761			17,805
Cash flows provided by operating activities of discontinued operations	$	8,570		$	19,461

Prior to being treated as discontinued operations or being deconsolidated, the assets and liabilities of Lumo Finland and Lumo Sweden were included in the (former) GRE International segment.

On November 8, 2023, the Lumo Administrators, acting on behalf of the Bankruptcy Estate, filed a claim in the District Court of Helsinki against Genie Nordic, a wholly owned subsidiary of the Company and the parent company of Lumo Finland, its directors, officers and affiliates, in which it alleges that the gain from the sale of swap instruments owned by Lumo Sweden amounting to €35.2 million (equivalent to $39.2 million as of September 30, 2024) 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 $5.3 million as of September 30, 2024), 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 $44.5 million as of September 30, 2024). The Company believes that the Lumo Administrators' position is without merit, and it intends to vigorously defend its position.

Genie was also notified that the Lumo Administrators filed a claim against one of Lumo Finland’s suppliers, seeking to recover payments made by Lumo Finland amounting to €4.2 million (equivalent to $4.5 million as of September 30, 2024) prior to the bankruptcy. Related to such payment, the Lumo Administrators have filed a recovery claim jointly against the Company and the supplier for €1.6 million (equivalent to $1.7 million as of September 30, 2024) 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 intends to challenge the Lumo Administrators' claims. Should the Lumo Administrators succeed in clawing back the funds from the supplier, it is possible that the supplier may seek to recover its losses against the Company, under terms of the parental guarantee. At this time, there is insufficient basis to assess an amount of any probable loss.

U.K. Operations

In the third quarter of 2021, the natural gas and energy market in the United Kingdom deteriorated which prompted the Company to start the process of orderly withdrawal from the United Kingdom. In October 2021, as part of the orderly exit process, Orbit and Shell agreed to terminate the exclusive supply contract between them. As part of the termination agreement, Orbit was required to unwind all physical forward hedges with Shell which resulted in net cash proceeds after settlement of all related liabilities with Shell.

Following the termination of the contract with Shell, Orbit filed a petition with the High Court of Justice Business and Property of England and Wales (the “Court”) to declare Orbit insolvent based on the Insolvency Act of 1986. On November 29, 2021, the Court declared Orbit insolvent, revoked Orbit's license to supply electricity and natural gas in the United Kingdom, ordered the current customers to be transferred to “supplier of last resort” and transfer the administration of Orbit to the Orbit Administrators effective December 1, 2021, which transfer was effective December 1, 2021. All assets and liabilities of Orbit, including cash and receivables remained with Orbit and the management and control of which was transferred to Orbit Administrators. As a result of loss of control, the Company deconsolidated Orbit effective December 1, 2021 and estimated the remaining liability related to its ownership of Orbit.

On November 21, 2023, the Court issued an order to cease the administration and revert the control of Orbit from the Orbit Administrators to the Company effective November 28, 2023. Following the Company regaining control of the management of Orbit, the accounts of Orbit were reconsolidated effective November 28, 2023. In 2023, the Orbit Administrators paid the Company a return of its interest in Orbit of £18.8 million (equivalent to $23.7 million on the dates of transfer).

There was no income or loss from discontinued operations recognized in the three and nine months ended September 30, 2024. In the nine months ended September 30, 2023, the Company recognized income from discontinued operation, net of taxes of $5.4 million, mainly from the increases in the estimated value of our investments in Orbit due to a change in estimated net assets of Orbit after the expected settlement of the liabilities by the Orbit Administrators.

Prior to being treated as discontinued operations and deconsolidation, the assets and liabilities of Orbit were included in the (former) GRE International segment.

Note 6—Fair Value Measurements

The following table presents the balance of assets and liabilities measured at fair value on a recurring basis:

	Level 1 (1)		Level 2 (2)		Level 3 (3)		Total
	(in thousands)
September 30, 2024
Assets:
Marketable equity securities	$	420	$	—	$	—	$	420
Derivative contracts	$	294	$	—	$	—	$	294
Liabilities:
Derivative contracts	$	343	$	—	$	—	$	343
December 31, 2023
Assets:
Marketable equity securities	$	396	$	—	$	—	$	396
Derivative contracts	$	673	$	—	$	—	$	673
Liabilities:
Derivative contracts	$	1,724	$	—	$	—	$	1,724

(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 nine months ended September 30, 2024 or 2023.

Fair Value of Other Financial Instruments

The estimated fair value of the Company’s other financial instruments was determined using available market information or other appropriate valuation methodologies. However, considerable judgment is required in interpreting this data to develop estimates of fair value. Consequently, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange.

Restricted cash—short-term, trade receivables, due to IDT Corporation, other current assets and other current liabilities. At September 30, 2024 and December 31, 2023, the carrying amounts of these assets and liabilities approximated fair value. The fair value estimate for restricted cash—short-term was classified as Level 1. The carrying value of other current assets, due to IDT Corporation, and other current liabilities approximated fair value.

Other assets. At September 30, 2024 and December 31, 2023, other assets included notes receivable. At September 30, 2024, the carrying amount of the notes receivable approximated fair value. The fair values were estimated based on the Company’s assumptions, and were classified as Level 3 of the fair value hierarchy.

The primary non-recurring fair value estimates typically are in the context of goodwill impairment testing, which involves Level 3 inputs, and asset impairments (Note 10) which utilize Level 3 inputs.

Concentration of Credit Risks

The Company holds cash, cash equivalents, and restricted cash at several major financial institutions, which may exceed Federal Deposit Insurance Corporation insured limits. Historically, the Company has not experienced any losses due to such concentration of credit risk. The Company’s temporary cash investments policy is to limit the dollar amount of investments with any one financial institution and monitor the credit ratings of those institutions. While the Company may be exposed to credit losses due to the nonperformance of the holders of its deposits, the Company does not expect the settlement of these transactions to have a material effect on its results of operations, cash flows or financial condition.

Utility companies offer purchase of receivable, or POR, programs in most of the service territories in which GRE operates. GRE’s REPs reduce its customer credit risk by participating in POR programs for a majority of its receivables. In addition to providing billing and collection services, utility companies purchase those REPs’ receivables and assume all credit risk without recourse to those REPs. Certain of the utility companies represent significant portions of the Company's consolidated revenues and consolidated trade accounts receivable balance.

The following table summarizes the percentage of consolidated trade receivable by customers that equal or exceed 10.0% of consolidated net trade receivables at September 30, 2024 and December 31, 2023 (no other single customer accounted for 10.0% or greater of the consolidated net trade receivable as September 30, 2024 or December 31, 2023):

		September 30, 2024				December 31, 2023
Customer A			16.0	%			21.4	%

The following table summarizes the percentage of revenues by customers that equal or exceed 10.0% of consolidated revenues for the three and nine months ended September 30, 2024 and 2023 (no other single customer accounted for 10.0% or greater of the consolidated revenues in these periods):

		Three Months Ended September 30,					Nine Months Ended September 30,
	2024			2023			2024			2023
Customer A		20.9	%		24.1	%		21.9	%		17.4	%

Customer A is a utility company participating in the POR program.

Note 7—Derivative Instruments

The primary risk managed by the Company using derivative instruments is commodity price risk, which is accounted for in accordance with Accounting Standards Codification 815 — Derivatives and Hedging. Natural gas and electricity put and call options and swaps are entered into as hedges against unfavorable fluctuations in market prices of natural gas and electricity. The Company does not apply hedge accounting to these options or swaps, therefore the changes in fair value are recorded in earnings. By using derivative instruments to mitigate exposures to changes in commodity prices, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk. The Company minimizes the credit or repayment risk in derivative instruments by entering into transactions with high-quality counterparties. At September 30, 2024, GRE’s swaps and options were traded on the Intercontinental Exchange.

The summarized volume of GRE’s outstanding contracts and options at September 30, 2024 was as follows (MWh – Megawatt hour and Dth – Decatherm):

Settlement Dates	Volume
	Electricity (in MWH)		Gas (in Dth)
Third quarter of 2024		—		—
Fourth quarter of 2024		10,680		—
First quarter of 2025		10,440		225,000
Second quarter of 2025		—		227,500
Third quarter of 2025		5,120		230,000
Fourth quarter of 2025		—		230,000
First quarter of 2026		—		—
Second quarter of 2026		—		—
Third quarter of 2026		9,152		—

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

Asset Derivatives	Balance Sheet Location	September 30, 2024		December 31, 2023
		(in thousands)
Derivatives not designated or not qualifying as hedging instruments:
Energy contracts and options¹	Other current assets	$	234	$	321
Energy contracts and options	Other assets		160		352
Total derivatives not designated or not qualifying as hedging instruments — Assets		$	394	$	673

Liability Derivatives	Balance Sheet Location	September 30, 2024		December 31, 2023
		(in thousands)
Derivatives not designated or not qualifying as hedging instruments:
Energy contracts and options¹	Other current liabilities	$	288	$	1,716
Energy contracts and options	Other liabilities		55		8
Total derivatives not designated or not qualifying as hedging instruments — Liabilities		$	343	$	1,724

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

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

		Amount of Loss Recognized on Derivatives
Derivatives not designated or not qualifying as	Location of Gain Recognized	Three Months Ended September 30,						Nine Months Ended September 30,
hedging instruments	on Derivatives		2024			2023			2024			2023
		(in thousands)						(in thousands)
Energy contracts and options	Cost of revenues	$	(6,190	)	$	(4,461	)	$	(20,127	)	$	(21,590	)

Note 8—Other Assets

Other assets consisted of the following:

	September 30, 2024		December 31, 2023
	(in thousands)
Security deposit	$	7,421	$	7,950
Right-of-use assets, net of amortization		1,839		2,138
Investments in equity securities		3,679		2,605
Investment property		3,654		—
Fair value of derivative contracts—noncurrent		160		352
Other assets		2,068		2,202
Total other assets	$	18,821	$	15,247

Note 9—Investments

Investments in businesses that the Company does not control, but over which the Company has the ability to exercise significant influence regarding operating and financial matters, are accounted for using the equity method. The Company periodically evaluates its equity method investments for impairment due to declines considered to be other than temporary. If the Company determines that a decline in fair value is other than temporary, then a charge to earnings is recorded, and a new basis in the investment is established.

For equity securities without readily determinable fair values, the Company elected to measures the investments using net assets value, as a practical expedient. These investments are valued based on the most recent available information. In determining the value of the investment, the Company considers whether adjustments to the net asset values are necessary in certain circumstances in which management is aware of material events that affect the value of the investments during the intervening period. Changes in fair value are recognized in “gain (loss) on marketable equity securities and investments,” on the consolidated statements of operations.

For equity securities that do not have a readily determinable fair value and do not report net asset value. These investments are accounted for using a measurement alternative under which they are measured at cost and adjusted for observable price changes and impairments. Observable price changes result from, among other things, equity transactions for the same issuer executed during the reporting period, including subsequent equity offerings or other reported equity transactions related to the same issuer.

Equity investments consist of the following:

	Location in Balance Sheet	Measurement	September 30, 2024		December 31, 2023
			(in thousands)
Rafael Holdings, Inc.	Marketable equity securities	Quoted market price	$	420	$	396

Alternative investments—restricted (see Note 19)	Other current assets	Net asset value	$	3,360	$	—
Alternative investments—unrestricted	Other current assets	Cost		2,150		3,801
Total included in other current assets			$	5,510	$	3,801

PRI Fuel Supply Ltd.	Other noncurrent assets	Equity method	$	402	$	—
CPP Genie Community Solar	Other noncurrent assets	Equity method		240		303
Roded (see Note 4)	Other noncurrent assets	Equity method		—		1,268
Alternative investments—restricted (see Note 19)	Other noncurrent assets	Net assets value		875		—
Alternative investments—unrestricted	Other noncurrent assets	Cost		2,162		1,034
Total equity investments included in other noncurrent assets			$	3,679	$	2,605

Restricted investments are investments in equity securities owned and managed by the Captive (see Note 19).

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:

	Nine Months Ended September 30,
	2024			2023
	(in thousands)
Balance, beginning of period	$	4,835		$	3,178
Purchase		3,987			1,300
Gain recognized during the period		307			249
Distribution		(582	)		—
Balance, end of period	$	8,547		$	4,727

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 carries a 5.0% interest rate payable in full on February 1, 2026. In the third quarter 2024, Howard Jonas, reimbursed the Company $0.9 million, representing the purchase price for his 49.0% share in the investment property and is included in the noncontrolling interest in the consolidated balance sheets. The Company recognized a receivable of $0.9 million related to Howard Jonas' 49.0% share in the notes payable and is included in the noncontrolling interests section of the consolidated balance sheets. At September 30, 2024, $3.6 million was outstanding under the note payable with an effective interest rate of 5.0%.

The investment property is recorded at cost and adjusted for any impairment. The investment property is included in noncurrent assets of the consolidated balance sheets.

Note 10—Goodwill and Other Intangible Assets

The table below reconciles the change in the carrying amount of goodwill for the period from January 1, 2024 to September 30, 2024:

	GRE		Genie Renewables		Total
	(in thousands)
Balance at January 1, 2024	$	9,998	$	—	$	9,998
Consolidation of Roded		—		2,660		2,660
Cumulative translation adjustment		—		32		32
Balance at September 30, 2024	$	9,998	$	2,692	$	12,690

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

	Weighted Average Amortization Period		Gross Carrying Amount		Accumulated Amortization			Net Balance
	(in thousands)
September 30, 2024
Patents and trademarks		18.1 years	$	3,510	$	(1,530	)	$	1,980
Customer relationships		9.0 years		1,100		(866	)		234
Licenses		10.0 years		479		(234	)		245
Total			$	5,089	$	(2,630	)	$	2,459
December 31, 2023
Patent and trademark		18.1 years	$	3,510	$	(1,383	)	$	2,127
Customer relationships		9.0 years		1,100		(774	)		326
Licenses		10.0 years		479		(198	)		281
Total			$	5,089	$	(2,355	)	$	2,734

Amortization expense of intangible assets was $0.1 million and $0.2 million in the three and nine months ended September 30, 2024, respectively. Amortization expense of intangible assets was $0.1 million and $0.3 million in the three and nine months ended September 30, 2023. The Company estimates that amortization expense of intangible assets will be $0.1 million, $0.4 million, $0.3 million, $0.3 million, $0.2 million and $1.1 million for the remainder of 2024, and for 2025, 2026, 2027, 2028 and thereafter, respectively.

Note 11—Accrued Expenses and Other Current Liabilities

Accrued expenses consisted of the following:

	September 30, 2024		December 31, 2023
	(in thousands)
Renewable energy	$	25,714	$	31,662
Liability to customers related to promotions and retention incentives		9,446		9,493
Payroll and employee benefit		3,992		5,095
Other accrued expenses		5,059		3,139
Total accrued expenses	$	44,211	$	49,389

Other current liabilities consisted of the following:

	September 30, 2024		December 31, 2023
	(in thousands)
Contract liabilities	$	3,867	$	5,582
Current hedge liabilities		288		1,716
Current lease liabilities		213		309
Current captive insurance liability (see Note 19)		487		143
Others		1,339		1,530
Total other current liabilities	$	6,194	$	9,280

Note 12—Leases

The Company is the lessee under operating lease agreements primarily for office space in domestic and foreign locations where it has operations and for solar development projects with lease periods expiring between 2024 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 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 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-cancelable, lease term when determining the lease assets and liabilities. Operating lease expense is recognized on a straight-line basis over the lease term.

	September 30, 2024		December 31, 2023
	(in thousands)
ROU Assets	$	1,839	$	2,138

Current portion of operating lease liabilities		213		309
Noncurrent portion of operating lease liabilities		1,727		1,952
Total	$	1,940	$	2,261

At September 30, 2024, the weighted average remaining lease term was 14.4 years and the weighted average discount rate is 6.4%.

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

	Nine Months Ended September 30,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:	(in thousands)
Operating cash flows from operating activities	$	393	$	487

ROU assets obtained in the exchange for lease liabilities
Operating leases	$	67	$	237

Future lease payments under operating leases as of September 30, 2024 were as follows:

(in thousands)
Remainder of 2024	$	107
2025		342
2026		328
2027		307
2028		312
Thereafter		2,240
Total future lease payments		3,636
Less imputed interest		1,696
Total operating lease liabilities	$	1,940

Rental expenses under operating leases were $0.1 million and $0.4 million for the three and nine months ended September 30, 2024. Rental expenses under operating leases were $0.2 million and $0.5 million for each of the three and nine months ended September 30, 2023.

Note 13—Equity

Dividend Payments

The following table summarizes the quarterly dividends declared and paid by the Company on its Class A and Class B common stock during the nine months ended September 30, 2024 (in thousands, except per share amounts):

Declaration Date

Dividend Per Share

Aggregate Dividend Amount

Record Date

Payment Date

February 8, 2024

0.0750

2,121

February 20, 2024

February 28, 2024

May 2, 2024

0.0750

2,031

May 20, 2024

May 31, 2024

August 1, 2024

0.0750

2,019

August 14, 2024

August 21, 2024

On October 30, 2024, the Company’s Board of Directors declared a quarterly dividend of $0.0750 per share on its Class A common stock and Class B common stock for the first quarter of 2024. The dividend will be paid on or about November 20, 2024 to stockholders of record as of the close of business on November 12, 2024.

Stock Repurchases and Redemption; Treasury Shares

On March 11, 2013, the Board of Directors of the Company approved a program for the repurchase of up to an aggregate of 7.0 million shares of the Company’s Class B common stock. In the three months ended September 30, 2024, the Company acquired 123,274 Class B common stock under the stock purchase program for an aggregate amount of $2.0 million. In the nine months ended September 30, 2024, the Company acquired 492,032 Class B common stock under the stock purchase program for an aggregate amount of $7.9 million. There were no purchases under this program in the three and nine months ended September 30, 2023. At September 30, 2024, 4.2 million shares of Class B common stock remained available for repurchase under the stock repurchase program.

As of September 30, 2024 and December 31, 2023, there were 3.7 million and 2.9 million outstanding shares of Class B common stock held in the Company's treasury, respectively, with a cost basis of $35.0 million and $22.7 million, respectively, at a weighted average cost per share of $9.55 and $7.75, respectively.

On February 7, 2022, the Board of Directors of the Company authorized a program to redeem, beginning, in the second quarter of 2033, up to $1.0 million per quarter of the Company's Preferred Stock at the liquidation preference of $8.50 per share. In 2023 and 2022, the Company redeemed and aggregate of 2,322,726 shares of Preferred Stock at the liquidation preference of $8.50 for an aggregate amount of $19.8 million. Following the redemption, there are no shares of Preferred Stock outstanding, all rights of Preferred Stockholders have terminated, and the Preferred Stock’s ticker symbol, "GNEPRA", has been retired.

Exercise of Stock Options

In February 2024, Howard S. Jonas exercised options to purchase 126,176 shares of Class B common stock through a cashless exercise and the Company issued 49,632 Class B common stock to Howard S. Jonas with the remaining 76,544 Class B common stock used for payment of the exercise price or retained by the Company to satisfy withholding tax obligations in connection to the exercise of the options.

In May 2023, Howard S. Jonas exercised options to purchase 256,818 shares of Class B common stock through a cashless exercise and the Company issued 98,709 Class B common stock to Howard S. Jonas with the remaining 158,109 Class B common stock used for payment of the exercise price or retained by the Company to satisfy withholding tax obligations in connection to the exercise of the options.

At September 30, 2024, There were no outstanding options to purchase the Company's common stock.

Warrants to Purchase Class B Common Stock

On June 8, 2018, the Company sold to Howard S. Jonas, the Chairman of the Company’s Board of Directors and the beneficial holder of the controlling portion of the Company's common stock, shares of the Company’s Class B common stock and warrants to purchase an additional 1,048,218 shares of the Company’s Class B common stock at an exercise price of $4.77 per share for an aggregate exercise price of $5.0 million. In June 2023, the holders of these warrants exercised the warrants to purchase 1,048,218 shares of Class B common stock warrants for $5.0 million.

As of September 30, 2024, there were no outstanding warrants to purchase shares of the Company's common stock.

Purchase of Equity of Subsidiary

In February 2024, the Company purchased from a certain investor a 0.5% equity interest in Genie Energy International Corporation ("GEIC"), which holds the Company's interest in its operating subsidiaries for $1.2 million. Following this transaction, GEIC is a wholly owned subsidiary of the Company.

Stock-Based Compensation

On March 8, 2021, the Board of Directors adopted the Company's 2021 Stock Option and Incentive Plan (the "2021 Plan"), subject to the approval of the Company's stockholders. In May 2021, the 2021 Plan became effective and replaced the Company's 2011 Stock Option and Incentive Plan. The 2021 Plan provides incentives to executives, employees, directors and consultants of the Company. Incentives available under the 2021 Plan provide for grants of stock options, stock appreciation rights, limited stock appreciation rights, deferred stock units, and restricted stock. The Plan is administered by the Compensation Committee of the Company’s Board of Directors. The maximum number of shares reserved for the grant of awards under the 2021 Plan upon adoption was 1.0 million shares of Class B Common Stock. On May 10, 2023, the Company's stockholders approved an amendment to the 2021 Plan that, among other things, increased the number of shares of the Company’s Class B common stock available for the grant of awards thereunder by 0.5 million shares of Class B Common Stock.

In February 2022, the Company granted certain employees and members of its Board of Directors an aggregate of 290,000 deferred stock units which were eligible to vest in two tranches contingent upon the achievement of a specified thirty-day average closing price of the Company's Class B common stock within a specified period of time (the "2022 market conditions") and the satisfaction of service-based vesting conditions. Each deferred stock unit entitled the recipient to receive, upon vesting, up to two shares of Class B common stock of the Company depending on market conditions. The Company used a Monte Carlo simulation model to estimate the grant-date fair value of the awards. Assumptions and estimates utilized in the model include the risk-free interest rate, dividend yield, expected stock volatility based on a combination of the Company’s historical stock volatility. In the second quarter of 2022, the 2022 market conditions were partially achieved and the Company issued 290,000 shares of its restricted Class B common stock. In February 2023, the remaining portion of the 2022 market conditions was achieved and the Company issued an additional 290,000 restricted shares of its Class B common stock in May 2023. The restricted shares issued are subject to service-based vesting conditions as described above.

As of September 30, 2024, there were approximately $6.5 million of total 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 2.8 years.

Note 14—Variable Interest Entity

Citizens Choice Energy, LLC (“CCE”) is a REP that resells electricity and natural gas to residential and small business customers in the State of New York. The Company does not own any interest in CCE. Since 2011, the Company has provided CCE with substantially all of the cash required to fund its operations. The Company determined that it has the power to direct the activities of CCE that most significantly impact its economic performance and it has the obligation to absorb losses of CCE that could potentially be significant to CCE on a stand-alone basis. The Company therefore determined that it is the primary beneficiary of CCE, and as a result, the Company consolidates CCE within its GRE segment. The net income or loss incurred by CCE was attributed to noncontrolling interests in the accompanying consolidated statements of operations.

Net loss related to CCE and aggregate net funding provided by the Company were as follows:

	Three Months Ended September 30,					Nine Months Ended September 30,
		2024	2023			2024		2023
	(in thousands)					(in thousands)
Net income (loss)	$	130	$	(148	)	$	289	$	(167	)
Aggregate funding (provided by) paid to the Company, net	$	222	$	(12	)	$	293	$	22

Summarized combined balance sheet amounts related to CCE was as follows:

	September 30, 2024			December 31, 2023
	(in thousands)
Assets
Cash, cash equivalents and restricted cash	$	274		$	265
Trade accounts receivable		176			275
Prepaid expenses and other current assets		360			323
Other assets		363			360
Total assets	$	1,173		$	1,223
Liabilities and noncontrolling interests
Current liabilities	$	565		$	611
Due to IDT Energy		4,600			4,893
Noncontrolling interests		(3,992	)		(4,281	)
Total liabilities and noncontrolling interests	$	1,173		$	1,223

The assets of CCE may only be used to settle obligations of CCE, and may not be used for other consolidated entities. The liabilities of CCE are non-recourse to the general credit of the Company’s other consolidated entities.

Note 15—Income Taxes

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Reported tax rate	27.7	%	25.7	%	26.8	%	25.4	%

The reported tax rates for the three and nine months ended September 30, 2024 decreased compared to the same period in 2023. The decreases are mainly from the change in the mix of tax rates in the jurisdictions where the Company earned taxable income.

Note 16—Earnings Per Share

Basic earnings per share is computed by dividing net income or loss attributable to all classes of common stockholders of the Company by the weighted average number of shares of all classes of common stock outstanding during the applicable period. Diluted earnings per share is computed in the same manner as basic earnings per share, except that the number of shares is increased to include restricted stock still subject to risk of forfeiture and to assume exercise of potentially dilutive stock options using the treasury stock method, unless the effect of such increases is anti-dilutive.

The weighted-average number of shares used in the calculation of basic and diluted earnings per share attributable to the Company’s common stockholders consists of the following:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in thousands)				(in thousands)
Basic weighted-average number of shares		26,526		26,615		26,771		25,541
Effect of dilutive securities:
Non-vested restricted Class B common stock		342		691		390		466
Stock options and warrants		—		56		—		49
Diluted weighted-average number of shares		26,868		27,362	27,161		26,056

There were no other instruments excluded from the computation of diluted earnings per share for each of the three and nine months ended September 30, 2024 and 2023.

Note 17—Related Party Transactions

In the third quarter of 2024, Howard Jonas contributed $0.9 million to a majority-owned subsidiary of a Company, related to an acquisition of an investment property (see Note 9—Investments).

On November 2, 2023, the Company made a charitable donation to the Genie Energy Charitable Foundation (the "Genie Foundation") by issuing 50,000 shares of Class B common stock from its treasury with on the date of the donation of approximately $1.0 million. On April 17, 2024, the Company repurchased the 50,000 shares of Class B common stock from the Genie Foundation for $0.8 million. The Company is the sole member of the Genie Foundation and the Company's Chief Executive Officer and Chief Financial Officer serve as members of the board of directors of the Genie Foundation.

On December 7, 2020, the Company invested $5.0 million to purchase 218,245 shares of Class B common stock of Rafael Holdings, Inc. ("Rafael"). Rafael, a publicly-traded company, is also a related party. Rafael is a former subsidiary of IDT that was spun off from IDT in March 2018. Howard S. Jonas is the Executive Chairman and Chairman of the Board of Directors of Rafael. In connection with the purchase, Rafael issued to the Company warrants to purchase an additional 43,649 shares of Rafael's Class B common stock with an exercise price of $22.91 per share. The warrants had a term expiring on June 6, 2022. The Company exercised the warrants in full on March 31, 2021 for a total exercise price of $1.0 million. In March 2023, the Company sold 195,501 shares of Class B common stock of Rafael for $0.3 million. In the second quarter of 2023, the Company acquired 150,000 Class B common stock of Rafael for $0.3 million. For the three and nine months ended September 30, 2024 and 2023 the Company recognized a losses of a nominal amount and $0.1 million, respectively, in connection with the investment. At September 30, 2024, the Company holds 216,393 shares of Class B common stock of Rafael with a carrying value of $0.4 million. The Company does not exercise significant influence over the operating or financial policies of Rafael.

In September 2018, the Company divested a majority interest in Atid Drilling Ltd. in exchange for a 37.5% interest in a contracting drilling company in Israel ("Atid 613") which the Company accounted for using equity method of accounting. In March 2023, the Company received $0.1 million from Atid 613 for the full settlement of its investments in Atid 613. The Company recognized a minimal gain from settlement of investment included in other income (loss), net in its consolidated statements of operations in the first quarter of 2023. The Company did not recognize any equity in net loss from Atid 613 for the three and nine months ended September 30, 2023.

The Company was formerly a subsidiary of IDT Corporation (“IDT”). On October 28, 2011, the Company was spun-off by IDT. The Company entered into various agreements with IDT prior to the spin-off including an agreement for certain services to be performed by the Company and IDT. The Company also provides specified administrative services to certain of IDT’s foreign subsidiaries. Howard Jonas is the Chairman of the Board of IDT.

The charges for services provided by IDT to the Company, net of the charges for the services provided by the Company to IDT, are included in “Selling, general and administrative” expense in the consolidated statements of operations.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
	(in thousands)				(in thousands)
Amount IDT charged the Company	$	209	$	225	$	732	$	866
Amount the Company charged IDT	$	35	$	34	$	102	$	101

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

	September 30, 2024		December 31, 2023
	(in thousands)
Due to IDT	$	141	$	165
Due from IDT	$	25	$	20

The Company obtains insurance policies from several insurance brokers, one of which is IGM Brokerage Corp. (“IGM”). IGM is owned by the mother of Howard S. Jonas and Joyce Mason, who is a Director and Corporate Secretary of the Company. Jonathan Mason, husband of Joyce Mason and brother-in-law of Howard S. Jonas, provides insurance brokerage services via IGM. Based on information the Company received from IGM, the Company believes that IGM received commissions and fees from payments made by the Company (including payments from third party brokers). The Company paid IGM a minimal amount in the three and nine months ended September 30, 2024 and $0.4 million in 2023 related to premium of various insurance policies that were brokered by IGM. There was no outstanding payable to IGM as of September 30, 2024. Neither Howard S. Jonas nor Joyce Mason has any ownership or other interest in IGM other than via the familial relationships with their mother and Jonathan Mason.

Note 18—Business Segment Information

The Company has two reportable business segments: GRE and Genie Renewables. GRE owns and operates REPs, including IDT Energy, Residents Energy, TSE, Southern Federal and Mirabito. Its REP businesses resell electricity and natural gas to residential and small business customers in the Eastern and Midwestern United States and Texas. Genie Renewables develops, constructs and operates solar energy projects, distributes solar panels, offers energy procurement and advisory services and also sells third-party products to customers. Corporate costs include unallocated compensation, consulting fees, legal fees, business development expenses and other corporate-related general and administrative expenses. Corporate does not generate any revenues, nor does it incur any cost of revenues.

The Company’s reportable segments are distinguished by types of service, customers and methods used to provide their services. The operating results of these business segments are regularly reviewed by the Company’s chief operating decision-maker.

The accounting policies of the segments are the same as the accounting policies of the Company as a whole. The Company evaluates the performance of its business segments based primarily on income (loss) from operations. There are no significant asymmetrical allocations to segments.

Operating results for the business segments of the Company were as follows:

(in thousands)	GRE		Genie Renewables			Corporate			Total

Three Months Ended September 30, 2024
Revenues	$	105,800	$	6,117		$	—		$	111,917
Income (loss) from operations		15,038		(243	)		(3,119	)		11,676
Depreciation and amortization		75		156			—			231
Stock-based compensation		270		18			279			567
Provision for doubtful accounts receivables		441		—			—			441
Provision for (benefit from) income taxes		5,305		(191	)		(1,190	)		3,924

Three Months Ended September 30, 2023
Revenues	$	120,313	$	4,736		$	—		$	125,049
Income (loss) from operations		21,998		(2,051	)		(2,061	)		17,886
Depreciation and amortization		83		12			—			95
Stock-based compensation		242		9			398			649
Provision for (benefit from) income taxes		5,985		(318	)		(649	)		5,018
Provision for doubtful accounts receivables		350		—			—			350

Nine Months Ended September 30, 2024
Revenues	$	304,982	$	17,318		$	—		$	322,300
Income (loss) from operations		43,897		(2,279	)		(9,531	)		32,087
Depreciation and amortization		226		420			—			646
Stock-based compensation		777		35			962			1,774
Provision for (benefit from) income taxes		13,849		(1,033	)		(2,507	)		10,309
Provision for doubtful accounts receivables		1,651		—			—			1,651

Nine Months Ended September 30, 2023
Revenues	$	311,458	$	12,329		$	—		$	323,787
Income (loss) from operations		56,862		(4,477	)		(8,189	)		44,196
Depreciation and amortization		248		38			—			286
Stock-based compensation		790		19			1,445			2,254
Provision for (benefit from) income taxes		16,004		(1,107	)		(1,946	)		12,951
Provision for doubtful accounts receivables		1,722		—			—			1,722

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

(in thousands)	GRE		Genie Renewables		Corporate		Total
Total assets:
September 30, 2024	$	220,693	$	36,377	$	84,611	$	341,681
December 31, 2023		214,121		28,912		87,522		330,555

The total assets of corporate segment includes total assets of discontinued operations of Lumo Finland and Lumo Sweden with aggregate net book value of $11.5 million and $20.6 million at September 30, 2024 and December 31, 2023, respectively.

Note 19 — Commitments and Contingencies

Legal Proceedings

On September 29, 2023, the Attorney General of the State of Illinois filed a complaint against Residents Energy in the Circuit Court of Cook County, Illinois, Chancery Division. The Complaint alleges several counts of violations of the Illinois Consumer Fraud and Deceptive Business Practices Act, 815 ILCS 505/1 et seq., and the Illinois Telephone Solicitations Act, 815 ILCS 413/1 et seq., in connection with Residents Energy’s marketing practices, and seeks monetary damages to redress any resulting losses alleged to have been incurred by customers, civil penalties for certain alleged violations in the amount of $50.0 thousand per violation, and other forms of injunctive and equitable relief to prevent future violations. The Company denies these allegations and intends to vigorously defend itself against any and all claims. As of September 30, 2024, there is insufficient basis to deem any loss probable or to assess the amount of any possible loss. For the three and nine months ended September 30, 2024, Resident Energy’s gross revenues from sales in Illinois were $9.4 million and $30.1 million, respectively. For the three and nine months ended September 30, 2023, Resident Energy’s gross revenues from sales in Illinois was $13.5 million and $37.5 million, respectively

The Company may from time to time be subject to legal proceedings that arise in the ordinary course of business. Although there can be no assurance in this regard, the Company does not expect any of those legal proceedings to have a material adverse effect on the Company’s results of operations, cash flows or financial condition.

Refer to Note 5—Acquisitions and Discontinued Operations, for discussion related to the administration of Lumo Finland.

Agency and Regulatory Proceedings

From time to time, the Company receives inquiries or requests for information or materials from public utility commissions or other governmental regulatory or law enforcement agencies related to investigations under statutory or regulatory schemes, and the Company responds to those inquiries or requests. The Company cannot predict whether any of those matters will lead to claims or enforcement actions or whether the Company and the regulatory parties will enter into settlements before a formal claim is made.

Other Commitments

Purchase Commitments

The Company had future purchase commitments of $92.5 million at September 30, 2024, of which $76.4 million was for future purchase of electricity. The purchase commitments outstanding as of September 30, 2024 are expected to be paid as follows:

(in thousands)
Remainder of 2024	$	29,873
2025		48,051
2026		13,554
2027		1,020
Thereafter		—
Total payments	$	92,498

In the three months ended September 30, 2024, the Company purchased $37.3 million and $3.1 million of electricity and renewable energy credits, respectively, under these purchase commitments. In the nine months ended September 30, 2024, the Company purchased $55.3 million and $11.0 million of electricity and renewable energy credits, respectively, under these purchase commitments. In the three months ended September 30, 2023, the Company purchased $31.2 million and $2.1 million of electricity and renewable energy credits, respectively, under these purchase commitments. In the nine months ended September 30, 2023, the Company purchased $32.6 million and $13.7 million of electricity and renewable energy credits, respectively, under these purchase commitments.

Renewable Energy Credits

GRE must obtain a certain percentage or amount of its power supply from renewable energy sources in order to meet the requirements of renewable portfolio standards in the states in which it operates. This requirement may be met by obtaining renewable energy credits that provide evidence that electricity has been generated by a qualifying renewable facility or resource. At September 30, 2024, GRE had commitments to purchase renewable energy credits of $16.1 million.

Captive Insurance Subsidiary

In December 2023, the Company established the Captive insurance company with the primary purpose of enhancing the Company's risk financing strategies. The Captive insures the Company against certain risks unique to the operations of the Company and its subsidiaries for which insurance may not be currently available or economically feasible in today's insurance marketplace. The covered risks are both current and related to historical business activities.

The Company, with input from external experts, estimated the expected ultimate cost of: 1) claims defense cost, settlements and penalties resulting from insured risk, and 2) stranded risk which includes economic losses due to regulatory restrictions or unanticipated reduction of demand, as well as the level cost associated with contesting such restrictions. The amount of the expected loss liability for each risk is based on an analysis performed by a third-party actuary which assumed historical patterns. The key assumptions used in developing these estimates are subject to variability.

In December 2023, the Company paid a $51.2 million premium to the Captive, which is, recognized as restricted cash in the consolidated balance sheet. At September 30, 2024, the balance of short-term and long-term restricted cash and cash equivalents of the Captive are $3.9 million and $47.3 million, respectively. The Captive must maintain a sufficient level of cash to fund future reserve payments and secure the insurer's liabilities, particularly those related to insured risks. The Captive has restricted alternative investments included in other current assets and other assets in the consolidated balance sheets (see Note 9). The Company also recognized a $1.0 million and $2.7 million provision for captive insurance liability for the three and nine months ended September 30, 2024, respectively, related to the Captive's exposure for the insured risks. At September 30, 2024, the current portion of the captive insurance liability of $0.5 million is included in other current liabilities on the consolidated balance sheet.

The table below reconciles the change in the current and noncurrent captive insurance liabilities for nine months ended September 30, 2024 (in thousands):

Current and noncurrent captive insurance liabilities, beginning	$	45,088
Changes for the provision of prior year claims		4,374
Changes for the provision for current year claims		(1,707	)
Payment of claims		—
Current and noncurrent captive insurance liabilities, end	$	47,755

The captive insurance liability outstanding at September 30, 2024 is expected to be paid as follows (in thousands).

Remainder of 2024	$	122
2025		791
2026		1,971
2027		2,969
2028		3,653
Thereafter		38,249
Total payments	$	47,755

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 September 30, 2024, GRE had aggregate performance bonds of $26.7 million outstanding and $0.7 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 September 30, 2024, the Company was in compliance with such covenants. At September 30, 2024, restricted cash—short-term of $0.5 million and trade accounts receivable of $56.8 million were pledged to BP as collateral for the payment of trade accounts payable to BP of $17.6 million at September 30, 2024.

Note 20—Debt

On December 13, 2018, the Company entered into a Credit Agreement with JPMorgan Chase Bank (the “Credit Agreement”). On February 14, 2024, the Company entered into the fourth amendment of the existing Credit Agreement to extend the maturity date to December 31, 2024. The aggregate available borrowing amount was reduced to $3.0 million credit line facility (the “Credit Line”). The Company pays a commitment fee of 0.1% per annum on the unused portion of the Credit Line as specified in the Credit Agreement. The borrowed amounts will be in the form of letters of credit which will bear interest of 1.0% per annum. The Company will also pay a fee for each letter of credit that is issued equal to the greater of $500 or 1.0% of the original maximum available amount of the letter of credit. The Company agreed to deposit cash in a money market account at JPMorgan Chase Bank as collateral for the line of credit equal to $3.1 million. As of September 30, 2024, there are $0.7 million in letters of credit issued by JP Morgan Chase Bank. At September 30, 2024, the cash collateral of $4.2 million was included in restricted cash—short-term in the consolidated balance sheet.

Note 21—Recently Issued Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 will require public entities to disclose on an annual basis a tabular reconciliation using both percentages and amounts, broken out into specific categories with certain reconciling items at or above 5% of the statutory (i.e. expected) tax further broken out by nature and/or jurisdiction. The new provisions require all entities to disclose on an annual basis the amount of income taxes paid (net of refunds received), disaggregated between federal (national), state/local and foreign, and amounts paid to an individual jurisdiction when 5% or more of the total income taxes paid. The new provisions are required to be applied on a prospective basis; retrospective application is permitted. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. Although the new standard only requires additional disclosures, the Company is in the process of determining the impact of this guidance to its income tax disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 amends Accounting Standards Codification 280, Segment Reporting (“ASC 280”) to require public entities to disclose significant segment expenses and other segment items that are regularly provided to the chief operating decision maker (“CODM”) and included in each reported measure of a reportable segment’s profit or loss, on an annual and interim basis, and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The new provisions permit entities to report multiple measures of a reportable segment’s profit or loss if the CODM uses those measures to allocate resources and assess performance. The new standard is required to be applied retrospectively to all periods presented in the financial statements, unless impracticable. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is also permitted. Although the new standards only require additional disclosures, the Company is in the process of determining the impact of this guidance to its segment disclosures.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following information should be read in conjunction with the accompanying consolidated financial statements and the associated notes thereto of this Quarterly Report, and the audited consolidated financial statements and the notes thereto and our Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2023, 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 our Annual Report on Form 10-K for the year ended December 31, 2023. 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 our Annual Report on Form 10-K for the year ended December 31, 2023.

Overview

We are comprised of Genie Retail Energy ("GRE") and Genie Renewables.

GRE owns and operates retail energy providers ("REPs"), including IDT Energy, Residents Energy, Town Square Energy ("TSE"), Southern Federal and Mirabito Natural Gas. 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.

Genie Renewables holds our 95.5% interest in Genie Solar, an integrated solar energy company, our 92.8% interest in CityCom Solar, a marketer of community solar and alternative products and services complimentary to our energy offerings, and our 96.0% interest in Diversegy, our energy procurement advisor.

As part of our ongoing business development efforts, we seek out new opportunities, which may include complementary operations or businesses that reflect horizontal or vertical expansion from our current operations. Some of these potential opportunities are considered briefly and others are examined in further depth. In particular, we seek out acquisitions to expand the geographic scope and size of our REP businesses.

Discontinued Operations in Finland and Sweden

As a result of volatility in the energy market in Europe, in the third quarter of 2022, we decided to discontinue the operations of Lumo Energia Oyj ("Lumo Finland") and Lumo Energi AB ("Lumo Sweden"). In July 2022, the Company entered into a series of transactions to sell most of the electricity swap instruments held by Lumo Sweden. The sale price is to be settled monthly based on the monthly commodity volume specified in the instruments from September 2022 to March 2025. The Company also entered into a series of transactions to transfer the customers of Lumo Finland and Lumo Sweden to other suppliers.

We determined that the discontinuance of operations of Lumo Finland and Lumo Sweden represented a strategic shift that would have a major effect on our operations and financial statements. We account for these businesses as discontinued operations and accordingly, present the results of operations and related cash flows as discontinued operations for all periods presented. Any remaining assets and liabilities of the discontinued operations are presented separately and are reflected within assets and liabilities from discontinued operations in the accompanying consolidated balance sheets as of September 30, 2024 and December 31, 2023. Lumo Sweden are continuing to liquidate its remaining receivables and to settle any remaining liabilities.

On November 7, 2022, Lumo Finland filed a petition for bankruptcy, which was approved by the Helsinki District Court on November 9, 2022. The administration of Lumo Finland was transferred to the Lumo Administrators. All assets and liabilities of Lumo Finland remain with Lumo Finland, in which we retain our equity ownership interest, however, the management and control of Lumo Finland were transferred to the Lumo Administrators. Since the Company lost control of the management of Lumo Finland in favor of the Lumo Administrators, the accounts of Lumo Finland were deconsolidated effective November 9, 2022.

Net loss from discontinued operations of Lumo Finland and Lumo Sweden, net of taxes was minimal and $0.3 million for the three months ended September 30, 2024 and 2023, respectively. Net loss from discontinued operations of Lumo Finland and Lumo Sweden, net of taxes was $0.4 million and $0.5 million for the nine months ended September 30, 2024 and 2023, respectively.

On November 8, 2023, the Lumo Administrators, acting on behalf of the Bankruptcy Estate, filed a claim in the District Court of Helsinki against Genie Nordic, its directors, officers and affiliates, in which it alleges that the gain from the sale of swap instruments owned by Lumo Sweden amounting to €35.2 million (equivalent to $39.2 million as of September 30, 2024) 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 $5.3 million as of September 30, 2024), 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 $44.5 million as of September 30, 2024). The Company believes that the Lumo Administrators' position is without merit, and it intends to vigorously defend its position.

We have also been notified that the Lumo Administrators filed a claim against one of Lumo Finland’s suppliers, seeking to recover payments made by Lumo Finland amounting to €4.2 million (equivalent to $4.7 million as of September 30, 2024) 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 September 30, 2024) alleging that a portion of the payment by Lumo Finland effectively reduced our liability under the terms of a previously supplied parental guarantee (this €1.6 is included within and not additive to the €4.2 million). The Lumo Administrators allege that the payments represented preferential payments and therefore belong to the bankruptcy estate which are recoverable under the laws of Finland. We intend to challenge the Lumo Administrators' claims. Nevertheless, should the Lumo Administrators succeed in clawing back the funds from the supplier, it is possible that the supplier will seek to recover its losses against us, under terms of the parental guarantee. At this time there is insufficient basis to assess an amount of any probable loss.

Discontinued Operations in the United Kingdom

On November 29, 2021 Orbit Energy Limited ("Orbit"), which operated in United Kingdom was declared and its customers were transferred to a “supplier of last resort.” Effective December 1, 2021, the administration of Orbit was transferred to a third party Administrators (the "Orbit Administrators"). The accounts of Orbit were deconsolidated from those of the Company effective December 1, 2021.

We determined that the discontinued operations of Orbit represented a strategic shift that would have a major effect on our operations and the financial statements. Since the appointment of the Orbit Administrators, we accounted their businesses as discontinued operations and accordingly, have presented the results of operations and related cash flows as discontinued operations. Any remaining assets and liabilities of the discontinued operations have been presented separately, and are reflected within assets and liabilities from discontinued operations in the accompanying consolidated balance sheets as of December 31, 2022. Since the Company lost control of the management of Orbit in favor of the Orbit Administrators, the accounts of Orbit were deconsolidated effective December 1, 2021.

On November 28, 2023, the administration of Orbit ceased and the control of Orbit reverted back to the Company from the Orbit Administrators. The accounts of Orbit were reconsolidated with those of the Company effective November 28, 2023.

There were no income or loss from discontinued operations recognized in the three and nine months ended September 30, 2024 and in the three months ended September 30, 2023. In the nine months ended September 30, 2023, the Company recognized income from discontinued operation, net of taxes of $5.4 million, mainly from the increase in the estimated value of our investments in Orbit due to a change in estimated net assets of Orbit after the Orbit Administrators settle the liabilities.

Genie Retail Energy

GRE operates REPs that resell electricity and/or natural gas to residential and small business customers in Connecticut, Delaware, Florida, Georgia, Illinois, Indiana, Maine, Maryland, Massachusetts, Michigan, New Hampshire, New Jersey, New York, Ohio, Pennsylvania, Texas, Rhode Island, and Washington, D.C. GRE’s revenues represented approximately 94.5% and 94.6% of our consolidated revenues in the three and nine months ended September 30, 2024, respectively and 96.2% and 96.2% of our consolidated revenues in the three and nine months ended September 30, 2023, 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 effects. Unseasonable temperatures in other periods may also impact demand levels. Potential changes in global climate may produce, among other possible conditions, unusual variations in temperature and weather patterns, resulting in unusual weather conditions, more intense, frequent and extreme weather events and other natural disasters. Some climatologists believe that these extreme weather events will become more common and more extreme, which will have a greater impact on our operations. Natural gas revenues typically increase in the first quarter due to increased heating demands and electricity revenues typically increase in the third quarter due to increased air conditioning use. Approximately 48.1% and 39.7% of GRE’s natural gas revenues for the relevant years were generated in the first quarter of 2023 and 2022 respectively, when demand for heating was highest. Although the demand for electricity is not as seasonal as natural gas (due, in part, to usage of electricity for both heating and cooling), approximately 32.5% and 30.5% of GRE’s electricity revenues for 2023 and 2022 respectively, were generated in the third quarters of those years. GRE's REP's revenues and operating income are subject to material seasonal variations, and the interim financial results are not necessarily indicative of the estimated financial results for the full year. In addition, extraordinary weather has and can lead to extreme spikes in the prices of wholesale electricity and natural gas in markets where GRE and other retail providers purchase their supply, or in challenges to the grid or supply markets in affected areas. Such events could have material impacts on our margins and operations.

In addition to the direct physical impact that climate change may have on our business, financial condition and results of operations because of the effect on pricing, demand for our offerings and/or the energy supply markets, we may also be adversely impacted by other environmental factors, including: (i) technological advances designed to promote energy efficiency and limit environmental impact; (ii) increased competition from alternative energy sources; (iii) regulatory responses aimed at decreasing greenhouse gas emissions; and (iv) litigation or regulatory actions that address the environmental impact of our energy products and services.

Purchase of Receivables and Concentration of Credit Risk

Utility companies offer purchase of receivable, or POR, programs in most of the service territories in which GRE operates. GRE’s REPs reduce their customer credit risk by participating in POR programs for a majority of their receivables. In addition to providing billing and collection services, utility companies purchase those REPs’ receivables and assume all credit risk without recourse to those REPs. GRE’s REPs’ primary credit risk is therefore nonpayment by the utility companies. In the three and nine months ended September 30, 2024 the associated cost was approximately 1.3% of GRE's revenue and approximately 3.5% of GRE's revenue for the three and nine months ended September 30, 2023. At September 30, 2024 and December 31, 2023, 80.2% and 84.4% , respectively, of GRE’s net accounts receivable were under POR programs. Certain of the utility companies represent significant portions of our consolidated revenues and consolidated gross trade accounts receivable balance during certain periods, and such concentrations increase our risk associated with nonpayment by those utility companies.

The following table summarizes the percentage of consolidated trade receivables by customers that equal or exceed 10.0% of consolidated net trade receivables at September 30, 2024 and December 31, 2023 (no other single customer accounted for 10.0% or greater of our consolidated net trade receivable as of September 30, 2024 or December 31, 2023).

		September 30, 2024				December 31, 2023
Customer A			16.0	%			21.4	%

The following table summarizes the percentage of revenues by customers that equal or exceed 10.0% of consolidated revenues for the three months ended September 30, 2024 or 2023 (no other single customer accounted for 10.0% or greater of our consolidated revenues for the three months ended September 30, 2024 or 2023):

		Three Months Ended September 30,					Nine Months Ended September 30,
	2024			2023			2024			2023
Customer A		20.9	%		24.1	%		21.9	%		17.4	%

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 this Quarterly Report on Form 10-Q, which is incorporated by reference.

From time to time, the Company responds to inquiries or requests for information or materials from public utility commissions or other governmental regulatory or law enforcement agencies related to investigations under statutory or regulatory schemes. The Company cannot predict whether any of those matters will lead to claims or enforcement actions or whether the Company and the regulatory parties will enter into settlements before a formal claim is made. See Note 19, Commitments and Contingencies, in the Notes to Consolidated Financial Statements in this Quarterly Report on Form 10-Q, which is incorporated by reference, for further detail on agency and regulatory proceedings.

Critical Accounting Policies

Our consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. Our significant accounting policies are described in Note 1 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses as well as the disclosure of contingent assets and liabilities. Critical accounting policies are those that require the application of management’s most subjective or complex judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods. Our critical accounting policies include those related to revenue recognition, allowance for doubtful accounts, acquisitions, goodwill, and income taxes. Management bases its estimates and judgments on historical experience and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. For additional discussion of our critical accounting policies, see our Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023.

Recently Issued Accounting Standards

Information regarding new accounting pronouncements is included in Note 21—Recently Issued Accounting Standards, to the current period’s consolidated financial statements.

Results of Operations

We evaluate the performance of our operating business segments based primarily on income (loss) from operations. Accordingly, the income and expense line items below income (loss) from operations are only included in our discussion of our consolidated results of operations.

Three and Nine Months Ended September 30, 2024 Compared to Three and Nine Months Ended September 30, 2023

Genie Retail Energy Segment

	Three months ended September 30,				Change					Nine months ended September 30,				Change
(amounts in thousands)	2024		2023		$			%		2024		2023		$			%
Revenues:
Electricity	$	100,694	$	114,002	$	(13,308	)	(11.7)	%	$	268,390	$	268,688	$	(298	)		(0.1)	%
Natural gas		5,055		4,990		65		1.3			35,867		40,890		(5,023	)		(12.3	)
Others		51		1,321		(1,270	)	nm			725		1,880		(1,155	)		(61.4	)
Total revenues		105,800		120,313		(14,513	)	(12.1	)		304,982		311,458		(6,476	)		(2.1	)
Cost of revenues		70,028		79,484		(9,456	)	(11.9	)		204,748		200,613		4,135			2.1
Gross profit		35,772		40,829		(5,057	)	(12.4	)		100,234		110,845		(10,611	)		(9.6	)
Selling, general and administrative expenses		20,734		18,831		1,903		10.1			56,337		53,983		2,354			4.4
Income from operations	$	15,038	$	21,998	$	(6,960	)	(31.6	)	$	43,897	$	56,862	$	(12,965	)		(22.8	)

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Revenues. Electricity revenues decreased by 11.7% in the three months ended September 30, 2024 compared to the same period in 2023. The decrease was due to a decrease in electricity consumption slightly offset by an increase in the average price per kilowatt hour charged to customers in the three months ended September 30, 2024 compared to the same period in 2023. Electricity consumption by GRE’s REPs' customers decreased by 12.6% in the three months ended September 30, 2024, compared to the same period in 2023, reflecting 2.3% and 10.5% decreases in the average number of meters served and average consumption per meter, respectively. The decrease in meters served was due to an increase in the churn rates of customers related to the growth in meters served during the first half of 2024, as new customers tend to have higher rates of churn than long-standing customers. The decrease in per meter consumption in the three months ended September 30, 2024 compared to the same period in 2023 was due to cooler than usual weather during the 2024 summer cooling season and standard fluctuations in customer consumption patterns. The average rate per kilowatt hour sold slightly increased by 1.0% in the three months ended September 30, 2024 compared to the same period in 2023 due to general market conditions.

Electricity revenues slightly decreased by 0.1% in the nine months ended September 30, 2024 compared to the same period in 2023. The decrease was due to a decrease in in the average price per kilowatt hour charged to customers partially offset by an increase in electricity consumption in the nine months ended September 30, 2024 compared to the same period in 2023. The average rate per kilowatt hour sold decreased by 2.6% in the nine months ended September 30, 2024 compared to the same period in 2023 due to general market conditions. Electricity consumption by GRE’s REPs' customers increased by 2.6% in the nine months ended September 30, 2024, compared to the same period in 2023 reflecting a 3.6% increase in the average number of meters served partially offset by a 0.4% decrease in average consumption per meter. The increase in meters served was driven by strong customer acquisitions during the third quarter of 2024. Electricity consumption per meter decreased in the nine months ended September 30, 2024 compared to the same period in 2023 due to cooler than usual weather during the 2024 summer cooling season and standard fluctuations in customer consumption patterns.

Natural gas revenues increased by 1.3% in the three months ended September 30, 2024 compared to the same period in 2023. The increase was a result of an increase in natural gas consumption partially offset by a decrease in average revenue per therm sold in the three months ended September 30, 2024 compared to the same period in 2023. Natural gas consumption by GRE’s REPs’ customers increased by 4.3% in the three months ended September 30, 2024 compared to the same period in 2023, reflecting a 6.9% increase in average meters served, partially offset by a 2.4% decrease in average consumption per meter. The increase in meters served was due to high levels of customer acquisitions in the three months ended September 30, 2024. The average revenue per therm sold decreased by 2.9% in the three months ended September 30, 2024, compared to the same period in 2023 due to general market conditions.

Natural gas revenues decreased by 12.3% in the nine months ended September 30, 2024 compared to the same period in 2023. The decrease in natural gas revenues in the nine months ended September 30, 2024 compared to the same period in 2023 was a result of a decrease in average revenue per therm sold partially offset by an increase in natural gas consumption. Average revenue per therm sold decreased by 17.8% in the nine months ended September 30, 2024, compared to the same period in 2023 due to general market conditions. Natural gas consumption by GRE’s REPs’ customers increased by 6.7% in the nine months ended September 30, 2024 compared to the same period in 2023, reflecting increases in average meters served and average consumption per meter of 6.5% and 0.1%, respectively, in the nine months ended September 30, 2024 compared to the same period in 2023. The increase in meters served was driven by customer acquisition efforts during 2023 and continued through 2024.

Other revenues in the three and nine months ended September 30, 2024 and 2023 included revenues from the sale of petroleum products in Israel and customer termination fees from commercial customers.

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

(in thousands)	September 30, 2024		June 30, 2024		March 31, 2024		December 31, 2023		September 30, 2023
Meters at end of quarter:
Electricity customers		311		278		281		279		304
Natural gas customers		88		84		83		82		81
Total meters		399		362		364		361		385

Gross meter acquisitions in the three months ended September 30, 2024, were 104,000 compared to 60,000 for the same period in 2023. Gross meter acquisitions in the nine months ended September 30, 2024, were 234,000 compared to 264,000 for the same period in 2023. In the first quarter of 2023, we resumed customer acquisition activities using a variety of new and existing channels after a "strategic pause" implemented from the fourth quarter of 2021 through 2022. The gross meter acquisition for the three months ended September 30, 2024 increased compared to the same period in 2023 due to a significant customer aggregation deal that started in September 2024. The gross meter acquisitions for the nine months ended September 30, 2024 decreased compared to the same periods in 2023 as customer acquisition efforts returned to historically normalized level.

Meters served increased by 37,000 between June 30, 2024 to September 30, 2024. Meters served increased by 35,000 meters from December 31, 2023 to September 30, 2024. The increase in the number of meters served at September 30, 2024 compared to June 30, 2024 and December 31, 2023. was due to a significant aggregation deal that started in September 2024.

In the three months ended September 30, 2024, average monthly churn increased to 5.6% compared to 4.4% for same period in 2023. In the nine months ended September 30, 2024, the average monthly churn increased to 5.4% compared to 4.4% for same period in 2023, as a result of higher churn rates related to newly acquired customers.

The average rates of annualized energy consumption, as measured by RCEs, are presented in the chart below. An RCE represents a natural gas customer with annual consumption of 100 mmbtu or an electricity customer with annual consumption of 10 MWh. Because different customers have different rates of energy consumption, RCEs are an industry standard metric for evaluating the consumption profile of a given retail customer base.

(in thousands)	September 30, 2024	June 30, 2024		March 31, 2024		December 31, 2023		September 30, 2023
RCEs at end of quarter:
Electricity customers	301		267		267		272		298
Natural gas customers	79		78		81		78		77
Total RCEs	380		345		348		350		375

RCEs at September 30, 2024 increased 10.1% compared to June 30, 2024. The increase is due to a customer aggregation deal that started in September 2024 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 September 30,				Change						Nine Months Ended September 30,				Change
(amounts in thousands)	2024		2023		$			%			2024		2023		$			%
Cost of revenues:
Electricity	$	67,032	$	75,117	$	(8,085	)		(10.8	)	$	181,492	$	166,206	$	15,286			9.2
Natural gas		2,996		3,327		(331	)		(9.9	)		22,591		32,858		(10,267	)		(31.2	)
Others		—		1,040		(1,040	)		nm			665		1,549		(884	)		nm
Total cost of revenues	$	70,028	$	79,484	$	(9,456	)		(11.9	)	$	204,748	$	200,613	$	4,135			2.1

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	Three months ended September 30,						Nine months ended September 30,
(amounts in thousands)	2024		2023		Change		2024		2023		Change
Gross margin percentage:
Electricity	33.4	%	34.1	%	(0.7	)	32.4	%	38.1	%	(5.8	)
Natural gas	40.7		33.3		7.4		37.0		19.6		17.4
Others	100.0		21.3		78.7		8.3		17.6		(9.3	)
Total gross margin percentage	33.8	%	33.9	%	(0.1	)	32.9	%	35.6	%	(2.7	)

Cost of revenues for electricity decreased in the three months ended September 30, 2024 compared to the same period in 2023 primarily because of a decrease in the electricity consumption by GRE’s REPs’ customers partially offset by an increase in the average unit cost of electricity. The average unit cost of electricity increased 2.0% in the three months ended September 30, 2024 compared to the same period in 2023 due to an increase in the average wholesale price of electricity. The gross margin on electricity sales decreased in the three months ended September 30, 2024 compared to the same period in 2023 because the average unit cost of electricity increased more than the average rate charged to customers. The decrease in gross margin is due to the change in the mix type of customers in the three months ended September 30, 2024 compared to the same periods in 2023.

Cost of revenues for electricity increased in the nine months ended September 30, 2024 compared to the same period in 2023 primarily because of increases in electricity consumption by GRE’s REPs’ customers and the average unit cost of electricity. The average unit cost of electricity increased 6.4% in the nine months ended September 30, 2024 compared to the same period in 2023, due to higher wholesale prices of electricity during the nine months ended September 30, 2024 compared to the same period in 2023. Gross margin on electricity sales decreased in the nine months ended September 30, 2024 compared to the same period in 2023 because the average unit cost of electricity increased while the average rate charged to customers decreased.

Cost of revenues for natural gas decreased in the three months ended September 30, 2024 compared to the same period in 2023 primarily because of a decrease in the average unit cost of natural gas partially offset by an increase in the natural gas consumption by GRE's REPs' customers. The average unit cost of natural gas decreased by 13.7% per therm in the three months ended September 30, 2024 compared to the same period in 2023 due to a decrease in the wholesale price of natural gas. Gross margin on natural gas sales increased in the three months ended September 30, 2024 compared to the same period in 2023 because the average unit cost of natural gas increased more than the increase in the average rate charged to customers.

Cost of revenues for natural gas decreased in the nine months ended September 30, 2024 compared to the same period in 2023 primarily because of a decrease in the average unit cost of natural gas partially offset by an increase in natural gas consumption by GRE's REPs' customers. The average unit cost of natural gas decreased 35.5% in the nine months ended September 30, 2024 compared to the same period in 2023 due to a decrease in the wholesale price of natural gas during the nine months ended September 30, 2024 compared to the same period in 2023. Gross margin on natural gas sales increased in the nine months ended September 30, 2024 compared to the same period in 2023 because the average unit cost of natural gas decreased more than the decrease in the average rate charged to customers.

Selling, General and Administrative. Selling, general and administrative expenses increased by 10.1% in the three months ended September 30, 2024 compared to the same period in 2023 primarily due to increases in marketing and customer acquisition costs, management fees, POR program fees and processing fees partially offset by a decrease in employee-related expenses. Marketing and customer acquisition expenses increased by $0.9 million in the three months ended September 30, 2024 compared to the same period in 2023 as a result of an increase in the number of meters acquired during the 2024 period. Management fees increased by $0.5 million in the three months ended September 30, 2024 compared to the same period in 2023 as a result of a favorable results in Mirabito. POR program fees increased by $0.1 million in the three months ended September 30, 2024 compared to the same period in 2023 as a result of changes in rates implemented by several utilities. Processing fees increased by $0.5 million in the three months ended September 30, 2024 compared to the same period in 2023 as a result of an increase in meters served with billing fees incurred by GRE. Employee-related expenses decreased by $0.5 million in the three months ended September 30, 2024 compared to the same period in 2023 primarily due to a decrease in bonus accrual. As a percentage of GRE’s total revenues, selling, general and administrative expense increased from 15.7% in the three months ended September 30, 2023 to 19.6% in the three months ended September 30, 2024.

Selling, general and administrative expenses increased by 4.4% in the nine months ended September 30, 2024 compared to the same period in 2023. The increase in selling, general and administrative expense in the nine months ended September 30, 2024 compared to the same period in 2023 was primarily due to increases in processing fees, POR program fees, management fees, and marketing and customer acquisition costs. Processing fees increased by $0.9 million in the nine months ended September 30, 2024 compared to the same period in 2023 as a result of an increase in meters served with billing fees. POR processing fees increased by $0.6 million in the nine months ended September 30, 2024 compared to the same period in 2023 as a result of changes in rates implemented by several utilities. Management fees increased by $0.6 million in the nine months ended September 30, 2024 compared to the same period in 2023 as a result of a favorable results in Mirabito. Marketing and customer acquisition expenses slightly increased by $0.1 million in the nine months ended September 30, 2024 compared to the same period in 2023. As a percentage of GRE’s total revenues, selling, general and administrative expense increased from 17.3% in the nine months ended September 30, 2023 to 18.5% in the nine months ended September 30, 2024.

Genie Renewables Segment

The Genie Renewables (formerly GES) segment is composed of Genie Solar, CityCom Solar and Diversegy. Genie Solar is an integrated solar energy company that develops, constructs and operates solar energy projects. CityCom Solar is a marketer of community solar and alternative products and services complementary to our energy offerings. Diversegy provides energy procurement advisory services to commercial and industrial customers.

On November 3, 2023, Genie Solar acquired ten special-purpose entities that own and operate solar system facilities in Ohio and Michigan for an aggregate purchase price of $7.5 million. On November 3, 2023, Genie Solar also signed an agreement to purchase from the sellers another special purpose entity that owned and operated a solar system facility in Indiana, for $1.3 million, subject to the satisfaction of certain closing conditions. In February 2024, the purchase of the solar system facility in Indiana was completed.

The acquisitions have been accounted for as an asset acquisition with a total purchase price of $9.0 million, including $0.2 million of direct transaction cost allocated to solar arrays assets included in the property and equipment account in our consolidated balance sheets.

	Three Months Ended September 30,						Change						Nine Months Ended September 30,						Change
(amounts in thousands)	2024			2023			$			%			2024			2023			$		%
Revenues	$	6,117		$	4,736		$	1,381			29.2	%	$	17,318		$	12,329		$	4,989		40.5	%
Cost of revenue		3,982			4,483			(501	)		(11.2	)		12,523			10,598			1,925		18.2
Gross profit		2,135			253			1,882			743.9			4,795			1,731			3,064		177.0
Selling, general and administrative expenses		2,298			2,304			(6	)		(0.3	)		6,875			6,208			667		10.7
Impairment of assets		80			—			80			nm			199			—			199		nm
Loss from operations	$	(243	)	$	(2,051	)	$	(1,808	)		(88.2)	%	$	(2,279	)	$	(4,477	)	$	2,198		(49.1)	%

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Revenue. Genie Renewables' revenues increased in the three and nine months ended September 30, 2024 compared to the same periods in 2023. The increase in revenues were the result of increases from Diversegy that includes commissions, entry fees and other fees revenue contributions from the portfolio of operating solar projects at Genie Solar and revenues from the development of solar projects for customers from Genie Solar partially offset by a decrease in revenues from commissions from selling alternative products and services to customers by CityCom Solar.

Cost of Revenues. The variations in the cost of revenues for the three and nine months ended September 30, 2024 compared to the same periods in 2023 are due to changes in the mix of products from which the revenues were generated during the periods. In the first quarter of 2024, we recorded a $0.4 million charge to the cost of revenues of Genie Solar to write down the carrying value of solar panel inventories to the estimated net realizable value.

Selling, General and Administrative. Selling, general and administrative expenses increased in the three and nine months ended September 30, 2024 compared to the same periods in 2023 primarily due to increases in headcount in Genie Solar and Diversegy, consulting fees, warehousing costs at Genie Solar and depreciation from the solar arrays acquired by Genie Solar in the last nine months.

Impairment of assets. The impairment of assets recorded in the three and nine months ended September 30, 2024 relates to capitalized cost at Genie Solar for solar projects that were discontinued in the second quarter of 2024.

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 does it incur any cost of revenues. Corporate costs include unallocated compensation, consulting fees, legal fees, business development expense and other corporate-related general and administrative expenses.

	Three Months Ended September 30,				Change					Nine Months Ended September 30,				Change
(amounts in thousands)	2024		2023		$		%			2024		2023		$			%
General and administrative expenses	2,128		2,061		67		3.3				6,864		8,189		(1,325	)		(16.2	)
Provision for captive insurance liability	991		—		991		nm				2,667		—		2,667			nm
General and administrative expenses and loss from operations	$	3,119	$	2,061	$	1,058		51.3	%	$	9,531	$	8,189	$	1,342			(16.4)	%

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Corporate general and administrative expenses slightly increased in the three months ended September 30, 2024 compared to the same period in 2023. Corporate general and administrative expenses decreased in the nine months ended September 30, 2024 compared to the same period in 2023 primarily because of decreases in employee-related cost and professional and consulting fees. As a percentage of our consolidated revenues, Corporate general and administrative increased to 1.9% in the three months ended September 30, 2024 from 1.6% in the three months ended September 30, 2023 and decreased to 2.1% in the nine months ended September 30, 2024 from 2.5% in the nine months ended September 30, 2023.

In December 2023, we established a wholly-owned captive insurance subsidiary (the "Captive") with the primary purpose of enhancing our risk financing strategies. In December 2023, we paid $51.2 million premiums to Captive, which amount is included in restricted cash in our consolidated balance sheet as of December 31, 2023. The Captive must maintain a sufficient level of cash to fund future reserve payment and secure the insurer's liabilities, particularly those related to the insured risks. We also recognized $1.0 and $ $2.7 million provision for captive insurance liability for the three and nine months ended September 30, 2024 related to Captive's exposure for the insured risks.

Consolidated

Selling, general and administrative expenses. Stock-based compensation expense included in consolidated selling, general and administrative expenses was $0.6 million for each of the three months ended September 30, 2024 and 2023 respectively, and $1.8 million and $2.3 million for the nine months ended September 30, 2024 and 2023. At September 30, 2024, the aggregate unrecognized compensation cost related to non-vested stock-based compensation was $6.5 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 September 30,						Change						Nine Months Ended September 30,						Change
(amounts in thousands)	2024			2023			$			%			2024			2023			$			%
Income from operations	$	11,676		$	17,886		$	(6,210	)		(34.7)	%	$	32,087		$	44,196		$	(12,109	)		(27.4)	%
Interest income		2,346			1,331			1,015			76.3			5,049			3,313			1,736			(52.4	)
Interest expense		(22	)		(27	)		(5	)		(18.5	)		(385	)		(75	)		(310	)		(413.3	)
Other income, net		56			(4	)		60			nm			1,398			3,137			(1,739	)		(55.4	)
Gain on marketable equity securities and investments		122			334			(212	)		63.5			349			385			(36	)		(9.4	)
Provision for income taxes		(3,924	)		(5,018	)		(1,094	)		(21.8	)		(10,309	)		(12,951	)		2,642			20.4
Net income from continuing operations		10,254			14,502			(4,248	)		(29.3	)		28,189			38,005			(9,816	)		(25.8	)
(Loss) income from discontinued operations, net of tax		(25	)		(304	)		279			(91.8	)		(435	)		5,923			(6,358	)		(107.3	)
Net income		10,229			14,198			(3,969	)		(28.0	)		27,754			43,928			(16,174	)		36.8
Net (loss) income attributable to noncontrolling interests		30			(261	)		291			(111.5	)		(179	)		(118	)		(61	)		51.7
Net income attributable to Genie Energy Ltd.	$	10,199		$	14,459		$	(4,260	)		(29.5)	%	$	27,933		$	44,046		$	(16,113	)		36.6	%

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Interest income. Interest income increased in the three and nine months ended September 30, 2024, compared to the same periods in 2023 primarily due to increase in average balances of cash and cash equivalents and restricted cash during the period.

Other Income, net. Other income, net in the three months ended September 30, 2024 and 2023 and in the nine months ended September 30, 2024 and 2023 consisted primarily of foreign currency transactions and equity in net loss in equity method investees. Other income (loss) income, net, in the three months ended September 30, 2023 consisted primarily of a one-time tax credit related to payroll taxes incurred in prior years.

Provision for Income Taxes. The change in the reported tax rate for the three and nine months ended September 30, 2024 compared to the same periods in 2023 is the result of changes in the mix of jurisdictions in which taxable income was earned.

Net Loss Attributable to Noncontrolling Interests. The decreases in net loss attributable to noncontrolling interests in the three and nine months ended September 30, 2024 compared to the same periods in 2023 was primarily due to the share of noncontrolling interest in the operations of Citizens Choice Energy.

Gain on Marketable Equity Securities and Investments. The gain on marketable equity securities and investment for the three and nine months ended September 30, 2024 pertains to the change in fair value of the Company's investments in common stock of Rafael which the Company acquired in December 2020 and various investments in equity of several entities.

Net (loss) income from Discontinued Operations, net of tax. Loss from discontinued operations, net of tax in the three and nine months ended September 30, 2024 is mainly related to foreign exchange differences in Lumo Sweden during the period. Gain from discontinued operations, net of tax in the three and nine months ended September 30, 2024 is mainly from an increase in the estimated value of our investments in Orbit and foreign exchange differences in Lumo Sweden.

Liquidity and Capital Resources

General

We currently expect that our cash flow from operations and the $136.3 million balance of unrestricted cash and cash equivalents that we held at September 30, 2024 will be sufficient to meet our anticipated cash requirements for at least the period to November 7, 2025.

At September 30, 2024, we had working capital (current assets less current liabilities) of $138.8 million.

	Three Months Ended September 30,
	2024			2023
	(in thousands)
Cash flows provided by (used in):
Operating activities	$	49,174		$	32,561
Investing activities		(11,545	)		(749	)
Financing activities		(18,461	)		(12,515	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(120	)		61
Decrease in cash, cash equivalents and restricted cash of continuing operations		19,048			19,358
Cash flows provided by discontinued operations		8,570			22,039
Net increase in cash, cash equivalents and restricted cash	$	27,618		$	41,397

Operating Activities

Cash, cash equivalents and restricted cash provided by operating activities of continuing operations was $6.3 million in the nine months ended September 30, 2024 compared to net cash used in operating activities of continuing operations of $32.6 million in the nine months ended September 30, 2023. The decrease is due primarily to the fluctuation in the results of operations in the nine months ended September 30, 2024 compared to the same period in 2023.

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 $24.5 million for the three months ended September 30, 2024, compared to the same period in 2023.

Certain of GRE's REPs are party to an Amended and Restated Preferred Supplier Agreement with BP Energy Company, or BP, which is to be in effect through November 30, 2023. Under the agreement, the REPs purchase electricity and natural gas at market rate plus a fee. The obligations to BP are secured by a first security interest in deposits or receivables from utilities in connection with their purchase of the REP’s customer’s receivables, and in any cash deposits or letters of credit posted in connection with any collateral accounts with BP. The ability to purchase electricity and natural gas under this agreement is subject to satisfaction of certain conditions including the maintenance of certain covenants. At September 30, 2024, we were in compliance with such covenants. At September 30, 2024, restricted cash—short-term of $0.5 million and trade accounts receivable of $56.8 million were pledged to BP as collateral for the payment of trade accounts payable to BP of $17.6 million at September 30, 2024.

We had purchase commitments of $92.5 million at September 30, 2024, of which $76.4 million was for purchases of electricity.

As discussed above, in December 2023, we established the Captive insurance subsidiary. At September 30, 2024, the balance of short-term and long-term restricted cash and cash equivalents of the Captive are $3.9 million and $47.3 million, respectively. We also recognized $2.7 million provision for captive insurance liability for the three months ended September 30, 2024, related to Captive's exposure for the insured risks. At September 30, 2024, the current captive insurance liability of $0.5 million is included in other current liabilities in our consolidated balance sheet. The amount of the expected loss liability for each risk is based on an analysis performed by a third-party actuary which assumed historical patterns. The key assumptions used in developing these estimates are subject to variability.

We are a lessee under operating lease agreements primarily for office space in locations where we operate and for our solar development projects with lease periods expiring between 2024 and 2052. Our future lease payments under the operating leases as of September 30, 2024 were $3.6 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 September 30, 2024, we had outstanding aggregate performance bonds of $26.7 million and a minimal amount of unused letters of credit.

Investing Activities

Our capital expenditures increased $3.1 million to $4.0 million for the nine months ended September 30, 2024 compared to the same period in 2023. The capital expenditures are mainly for the construction of solar projects at Genie Solar. In the nine months ended September 30, 2024, we transferred $1.9 million worth of solar panels that are intended to be used in Genie Solar projects from inventories to construction in progress related to solar panels expected to be used in the solar project by Genie Solar. We currently anticipate that our total capital expenditures in the twelve months ending December 31, 2024 will be between $6.0 million to $10.0 million mostly related to the solar projects of Genie Renewables.

On November 3, 2023, we acquired ten special-purpose entities that own and operate solar system facilities in Ohio and Michigan for an aggregate purchase price of $7.5 million. The acquisition has been accounted for as an asset acquisition with a total purchase price of $7.7 million, including $0.2 million of direct transaction cost allocated to solar arrays assets included in the property and equipment account in our consolidated balance sheets.

On November 3, 2023, we also signed an agreement to purchase from the sellers another special purpose entity that owned and operated a solar system facility in Indiana, for $1.3 million, subject to the satisfaction of certain closing conditions. In February 2024, the purchase of the solar system facility in Indiana was completed after the closing conditions were met. The acquisition has been accounted for as asset acquisition and we recorded $1.3 million to solar arrays assets included in the property and equipment account in the consolidated balance sheet.

In February 2024, we purchased from a certain investor 0.5% interest in Genie Energy International Corporation ("GEIC"), which holds our interest in our operating subsidiaries for $1.2 million. Following this transaction, GEIC is a wholly owned subsidiary of the Company.

In July 2024, the Company acquired an investment property with an aggregate cost of $3.6 million. The investment property was acquired through a subsidiary in which the Company holds a 51.0% interest with the remaining 49.0% held by Howard Jonas, the Chairman of our Board of Directors. The Company paid $1.8 million to the seller and signed a note payable to the seller for $1.8 million, payable in full on February 1, 2026. The note payable carries a 5.0% interest rate payable in full on February 1, 2026. In the third quarter of 2024, Howard Jonas, reimbursed the Company $0.9 million, representing the purchase price for his 49.0% share in the investment property and is included in the noncontrolling interest in our consolidated balance sheets. At September 30, 2024, $3.6 million was outstanding under the note payable with an effective interest rate of 5.0%.

In the nine months ended September 30, 2024 and 2023, we acquired minimal interests in various ventures for an aggregate amount of investments of $4.0 million and $5.9 million, respectively.

In 2020 and 2021, we invested an aggregate of $6.0 million for 261,984 shares of Class B common stock of Rafael Holdings, Inc. ("Rafael"). Rafael, a publicly-traded company and a related party. In the three months ended March 31, 2023, we sold 195,501 shares of our Class B common stock of Rafael for $0.3 million. In the second quarter of 2023, we acquired 150,001 shares of our Class B common stock of Rafael for $0.3 million. We do not exercise significant influence over the operating or financial policies of Rafael. At September 30, 2024, the carrying value of the remaining investments in the Class B common stock of Rafael was $0.4 million.

In the three months ended March 31, 2023, we invested $4.6 million to purchase the common stock of a publicly traded company which we sold for $3.9 million in the second quarter of 2023.

In March 2023, the Company received $0.1 million from Atid 613 Drilling Ltd. ("Atid 613") for the full settlement of its investment in Atid 613. The Company recognized a minimal gain from settlement of investment included in other income (loss), net in its consolidated statements of operations for the three months ended March 31, 2023.

On November 29, 2021, Orbit, which operated in the United Kingdom, was declared insolvent and its customers were transferred to the “supplier of last resort.” Effective December 1, 2021, the administration of Orbit was transferred to Orbit Administrators. The accounts of Orbit were deconsolidated from those of the Company effective December 1, 2021. In 2022, we transferred $49.7 million to the Orbit Administrators as part of the administration process. On November 28, 2023, the administration of Orbit ceased and the control of Orbit reverted back to the Company from the Administrators. The accounts of Orbit were reconsolidated with those of the Company effective November 28, 2023. In 2023, the Orbit Administrators paid us a return of our interest in Orbit of £18.8 million (equivalent to $23.7 million on the dates of transfer).

Financing Activities

In the nine months ended September 30, 2024 and 2023, we paid dividends of $0.075 per share to stockholders of our Class A common stock and Class B common stock, or aggregate dividends of $6.2 million and $3.9 million in the nine months ended September 30, 2024 and 2023, respectively. On October 30, 2024 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 November 20, 2024 to stockholders of record as of the close of business on November 12, 2024.

In the nine months ended September 30, 2023, we paid Base Dividends of $0.1594 per share of our 2012-A Preferred Stock or Preferred Stock in an aggregate amount of $0.2 million.

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 nine months ended September 30, 2024, we acquired 492,032 Class B common stock under the stock purchase program for an aggregate amount of $0.0 million. There are no repurchases under this program in the three months ended September 30, 2023. At September 30, 2024, 4.2 million shares of Class B common stock remained available for repurchase under the stock repurchase program.

On November 2, 2023, we made a charitable donation to the Genie Energy Charitable Foundation (the "Genie Foundation") by issuing 50,000 shares of Class B common stock from its treasury with value of on the date of the donation of approximately $1.0 million. On April 17, 2024, we repurchased 50,000 shares of Class B common stock from the Genie Foundation for $0.8 million. The Company is the sole member of the Genie Foundation and the Company's Chief Executive Officer and Chief Financial Officer serve as members of the board of directors of the Genie Foundation.

On February 7, 2022, our Board of Directors authorized a program to redeem up to $1.0 million per quarter of our Preferred Stock at the liquidation preference of $8.50 per share beginning in the second quarter of 2022. In the nine months ended September 30, 2024, the Company redeemed 117,647 shares of Preferred Stock under the stock purchase program for an aggregate amount of $1.0 million.

On May 16, 2023, our Board of Directors approved the redemption of all outstanding Preferred Stock on June 16, 2023 (the "Redemption Date") at the liquidation preference of $8.50 per share, together with an amount equal to all dividends accrued and unpaid up to, but not including, the Redemption Date. On the Redemption Date, we completed the redemption of 748,064 shares of Preferred Stock for an aggregate amount of $6.5 million and the related accrued dividends of $0.1349 per share equivalent to $0.1 million. Following the redemption, there are no shares of Preferred Stock outstanding, all rights of Preferred Stockholders have terminated, and the Preferred Stock’s ticker symbol, "GNEPRA", has been retired.

In the nine months ended September 30, 2024 and 2023, we paid $3.6 million and $2.3 million, respectively, to repurchase our Class B common stock of our Class B common stock tendered by our employees (including one officer) to satisfy tax withholding obligations in connection with the lapsing of restrictions on awards of restricted stock and exercise of stock options. Such shares were repurchased by us based on their fair market value on the trading day immediately prior to the vesting date.

On December 13, 2018, we entered into a Credit Agreement with JPMorgan Chase Bank (“Credit Agreement”). On February 14, 2024, the Company entered into the third amendment of its existing Credit Agreement to extend the maturity date of December 31, 2024. The aggregate principal amount was reduced to $3.0 million credit line facility (“Credit Line”). The Company pays a commitment fee of 0.1% per annum on the unused portion of the Credit Line as specified in the Credit Agreement. The borrowed amounts will be in the form of letters of credit which will bear interest of 1.0% per annum. The Company will also pay a fee for each letter of credit that is issued equal to the greater of $500 or 1.0% of the original maximum available amount of the letter of credit. We agreed to deposit cash in a money market account at JPMorgan Chase Bank as collateral for the line of credit equal to $3.1 million. As of September 30, 2024, there is no issued letter of credit from the Credit Line. At September 30, 2024, the cash collateral of $4.5 million was included in restricted cash—short-term in our consolidated balance sheet.

Cash flows from discontinued operations

Cash provided by operating activities of discontinued operations was $8.6 million in the nine months ended September 30, 2024 compared to $19.5 million in the same period in 2023. The cash provided by operating activities of discontinued operations in the three months ended September 30, 2024 and 2023 pertains to the proceeds from the settlement of hedges of Lumo Sweden.

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 September 30, 2024 had remained the same as in the three months ended September 30, 2023, our gross profit from electricity would have increased by $0.3 million and our gross profit from natural gas would have decreased $0.3 million. Hypothetically, for our GRE segment, if our gross profit per unit in the nine months ended September 30, 2024 had remained the same as in the nine months ended September 30, 2023, our gross profit from electricity and natural gas sales would have increased by $18.2 million and our gross profit from natural gas would have decreased $4.8 million.

The energy markets have historically been very volatile, and we can reasonably expect that electricity and natural gas prices will be subject to fluctuations in the future. In an effort to reduce the effects of the volatility of the price of electricity and natural gas on our operations, we have adopted a policy of hedging electricity and natural gas prices from time to time, at relatively lower volumes, primarily through the use of put and call options and swaps. While the use of these hedging arrangements limits the downside risk of adverse price movements, it also limits future gains from favorable movements. We do not apply hedge accounting to these options or swaps, therefore the mark-to-market change in fair value is recognized in cost of revenue in our consolidated statements of operations. We recognized losses from derivative instruments of $6.2 million and $20.1 million in the three and nine months ended September 30, 2024, respectively, and losses of $4.5 million and $21.6 million for the three and nine months ended September 30, 2023 from our derivative instruments. Refer to Note 7 – Derivative Instruments, for details of the hedging activities.

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 effective as of September 30, 2024.

Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Legal proceedings in which we are involved are more fully described in Note 19 to the Consolidated Financial Statements included in Item 1 to Part I of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

There are no material changes from the risk factors included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

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 third quarter of 2024:

	Total Number of Shares Purchased			Average Price per Share		Total Number of Shares Purchased as part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)
July 1–31, 2024		—		$	—		—		4,292,659
August 1–31, 2024		137,066	(2)		16.07		69,405		4,223,254
September 1–30, 2024		53,869			16.84		53,869		4,169,385
Total		190,935		$	16.29		123,274

(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)	Includes 67,661 shares of Class B Common stock that was 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

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*		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*		XBRL Taxonomy Extension Schema Document

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		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.

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.

November 7, 2024	By:	/s/ Michael M. Stein
		Michael M. Stein Chief Executive Officer

November 7, 2024	By:	/s/ Avi Goldin
		Avi Goldin Chief Financial Officer