Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

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 condensed consolidated financial statements and the associated notes thereto of this Quarterly Report, and the audited consolidated financial statements and the notes thereto and our Management's Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2024 (the "2024 Form 10-K"), as filed with the U.S. Securities and Exchange Commission (or SEC).

As used below, unless the context otherwise requires, the terms "the Company," "Genie," "we," "us," and "our" refer to Genie Energy Ltd., a Delaware corporation, and its subsidiaries, collectively.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements that contain the words "believes," "anticipates," "expects," "plans," "intends," and similar words and phrases. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the results projected in any forward-looking statement. In addition to the factors specifically noted in the forward-looking statements, other important factors, risks and uncertainties that could result in those differences include, but are not limited to, those discussed below under Part II, Item IA and under Item 1A to Part I "Risk Factors" in the 2024 Form 10-K. The forward-looking statements are made as of the date of this report and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Investors should consult all of the information set forth in this report and the other information set forth from time to time in our reports filed with the SEC pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934, including the 2024 Form 10-K.

Overview

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

GRE owns and operates retail energy providers ("REPs"), including IDT Energy, Residents Energy, Town Square Energy ("TSE"), Southern Federal and Mirabito Natural Gas and Evergreen Gas & Electric. GRE's REPs' businesses resell electricity and natural gas primarily to residential and small business customers, with the majority of the customers in the Eastern and Midwestern United States and Texas.

GREW primarily consists of a 95.5% interest in Genie Solar, an integrated solar energy company that develops, constructs and operates utility-scale solar energy projects, a 92.8% interest in CityCom Solar, a marketer of community solar and alternative products and services complimentary to our energy offerings, and a 96.0% interest in Diversegy, our energy procurement advisor for industrial, commercial and municipal customers.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBB") was enacted into law. The law accelerates the expiration of the federal investments tax credit on solar projects, effective for projects going online after December 31, 2027. In light of this new law, we are evaluating the financial viability of our early-stage projects that will not qualify for the federal solar investment tax credits, and is pausing new project developments. We are evaluating the impact of this legislation on our solar operations and potential future impact on our condensed consolidated financial statements.

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

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 was fixed and was settled monthly based on the monthly commodity volume specified in the instruments between September 2022 and March 2025.

We account for these businesses as discontinued operations and accordingly, present the results of operations and related cash flows as discontinued operations for all periods presented. Any remaining assets and liabilities of the discontinued operations are presented separately and are reflected within assets and liabilities from discontinued operations in the accompanying condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024. Lumo Sweden is continuing to liquidate its remaining assets 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 Sweden, net of taxes was minimal for each of the three months ended September 30, 2025 and 2024. Net loss from discontinued operations of Lumo Sweden, net of taxes was $0.1 million and $0.4 million for the nine months ended September 30, 2025 and 2024, respectively.

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.

On November 8, 2023, the Lumo Administrators, acting on behalf of the Lumo Finland Bankruptcy Estate, filed a claim in the District Court of Helsinki against Genie Nordic, its directors, officers and affiliates, in which they allege that the gain from the sale of swap instruments owned by Lumo Sweden amounting to €35.2 million (equivalent to $41.3 million as of September 30, 2025) belongs to the Bankruptcy Estate. The Bankruptcy Estate filed an additional claim with the District Court on May 27, 2024 against Lumo Sweden for €4.8 million (equivalent to $5.6 million as of September 30, 2025), also alleging that the gain from the sale of the swap instruments belongs to the Bankruptcy Estate, bringing the aggregate sum of claims related to the gain from sale of swap instruments to €40.0 million (equivalent to $46.9 million as of September 30, 2025). The Company believes that the Lumo Administrators' position is without merit, and it intends to vigorously defend its position.

We have also been notified that the Lumo Administrators filed a claim against one of Lumo Finland's suppliers, seeking to recover payments made by Lumo Finland amounting to €4.2 million (equivalent to $4.9 million as of September 30, 2025) prior to the bankruptcy. Related to such payment, the Lumo Administrators have filed a recovery claim jointly against us and the supplier for €1.6 million (equivalent to $1.9 million as of September 30, 2025) alleging that a portion of the payment by Lumo Finland effectively reduced our liability under the terms of a previously supplied parental guarantee (this €1.6 is included within - and not additive to - the €4.2 million). The Lumo Administrators allege that the payments represented preferential payments and therefore belong to the bankruptcy estate which are recoverable under the laws of Finland. We intend to challenge the Lumo Administrators' claims. Nevertheless, should the Lumo Administrators succeed in clawing back the funds from the supplier, it is possible that the supplier will seek to recover its losses against us, under terms of the parental guarantee. At this time there is insufficient basis to assess an amount of any probable loss.

The Company believes that the maximum exposure for these cases would likely be limited by the potential amount of the customers' claims in the bankruptcy case. Based on the progress made in assessing those claims, the Company expects those claims to be in the range of €2.0 million to €4.0 million. Although the Company does not believe that it is legally obligated to pay anything in respect of the claims, given the likelihood of negotiating a settlement to minimize further costs of challenging the claims, the Company recognized an estimated loss of €2.5 million (equivalent to $2.6 million at the date of the transaction) recorded in the fourth quarter of 2024. The estimated loss was included in the loss from discontinued operations, net account in the consolidated statement of operations for the year ended December 31, 2024.

Genie Retail Energy

GRE operates REPs that resell electricity and/or natural gas to residential and small business customers in California. Connecticut, Delaware, Florida, Georgia, Illinois, Indiana, Maine, Maryland, Massachusetts, Michigan, New Hampshire, New Jersey, New York, Ohio, Pennsylvania, Texas, Rhode Island, and Washington, D.C. GRE's revenues represented approximately 95.7% and 95.7% of our consolidated revenues in the three and nine months ended September 30, 2025, respectively, and 94.5% and 94.6% of our consolidated revenues in the three and nine months ended September 30, 2024, 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 43.0% and 48.1% of GRE's natural gas revenues for the relevant years were generated in the first quarter of 2024 and 2023 respectively, when demand for heating was highest. Although the demand for electricity is not as seasonal as natural gas (due, in part, to usage of electricity for both heating and cooling), approximately 28.7% and 32.5% of GRE's electricity revenues for 2024 and 2023 respectively, were generated in the third quarters of those years. GRE's REP's revenues and operating income are subject to material seasonal variations, and the interim financial results are not necessarily indicative of the estimated financial results for the full year. In addition, extraordinary weather has and can lead to extreme spikes in the prices of wholesale electricity and natural gas in markets where GRE and other retail providers purchase their supply, or in challenges to the grid or supply markets in affected areas. Such events could have material impacts on our margins and operations.

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

Purchase of Receivables and Concentration of Credit Risk

Utility companies offer purchase of receivable, or POR, programs in most of the service territories in which GRE operates. GRE's REPs reduce their customer credit risk by participating in POR programs for a majority of their receivables. In addition to providing billing and collection services, utility companies purchase those REPs' receivables and assume all credit risk without recourse to those REPs. GRE's REPs' primary credit risk in these jurisdictions is therefore nonpayment by the utility companies. In the three and nine months ended September 30, 2025 the associated cost was approximately 1.1% of GRE's revenues and approximately 1.3% of GRE's revenues for the three and nine months ended September 30, 2024. At September 30, 2025 and December 31, 2024, 83.3% and 83.6%, respectively, of GRE's net accounts receivable were under POR programs.

Concentration of Customers and Associated Credit Risk

GRE's REPs reduce their customer credit risk by participating in purchase of receivable programs for a majority of their receivables. In addition to providing billing and collection services, some utility companies purchase those REPs' receivables and assume all credit risk without recourse to those REPs for those purchased receivables. GRE's REPs primary credit risk with respect to those purchased receivables is therefore nonpayment by the utility companies. Certain of the utility companies represent significant portions of our consolidated revenues and consolidated gross trade accounts receivable balance during certain periods, and such concentrations increase our risk associated with nonpayment by those utility companies.

The following table summarizes the percentage of consolidated trade receivables by customers that equal or exceed 10.0% of consolidated net trade receivables at September 30, 2025 and December 31, 2024 (no other single customer accounted for 10.0% or greater of our consolidated net trade receivable as of September 30, 2025 or December 31, 2024).

		September 30, 2025				December 31, 2024
Customer A			10.9	%			13.2	%

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, 2025 or 2024 (no other single customer accounted for 10.0% or greater of our consolidated revenues for the three and nine months ended September 30, 2025 or 2024):

		Three Months Ended September 30,								Nine Months Ended September 30,
		2025				2024				2025				2024
Customer A			11.4	%			20.9	%			11.7	%			21.9	%
Customer B			10.3	%			na				na				na

Legal Proceedings

Although GRE endeavors to maintain best sales and marketing practices, such practices have been the subject of class action lawsuits in the past.

See Note 19, Commitments and Contingencies, in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q, which is incorporated by reference.

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

Critical Accounting Estimates

Our condensed consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. Our significant accounting policies are described in Note 1 to our consolidated financial statements included in the 2024 Form 10-K. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses as well as the disclosure of contingent assets and liabilities. Critical accounting policies are those that require the application of management's most subjective or complex judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods. Our critical accounting policies include those related to revenue recognition, allowance for credit losses, acquisitions, goodwill, and income taxes. Management bases its estimates and judgments on historical experience and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. For additional discussion of our critical accounting policies, see our Management's Discussion and Analysis of Financial Condition and Results of Operations in the Form 10-K.

Recently Issued Accounting Standards

Information regarding new accounting pronouncements is included in Note 21-Recently Issued Accounting Standards, in the Notes to Condensed Consolidated Financial Statement in this Quarterly Report on Form 10-Q, which is incorporated by reference.

Results of Operations

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

Three and Nine Months Ended September 30, 2025 Compared to Three and Nine Months Ended September 30, 2024

Genie Retail Energy Segment

		Three Months Ended September 30,								Change								Nine Months Ended September 30,								Change
(amounts in thousands)		2025				2024				$				%				2025				2024				$				%
Revenues:
Electricity			126,575				100,694				25,881				25.7				320,523				268,390				52,133				19.4
Natural gas			5,795				5,055				740				14.6				43,312				35,867				7,445				20.8
Others			-				51				(51	)			nm				3				725				(722	)			nm
Total revenues			132,370				105,800				26,570				25.1				363,838				304,982				58,856				19.3
Cost of revenues			104,807				70,028				34,779				49.7				279,052				204,748				74,304				36.3
Gross profit			27,563				35,772				(8,209	)			(22.9	)			84,786				100,234				(15,448	)			(15.4	)
Selling, general and administrative expenses			17,404				20,734				(3,330	)			(16.1	)			53,792				56,337				(2,545	)			(4.5	)
Income from operations		$	10,159			$	15,038			$	(4,879	)			(32.4	)		$	30,994			$	43,897			$	(12,903	)			(29.4	)

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Revenues. Electricity revenues increased by 25.7% in the three months ended September 30, 2025 compared to the same period in 2024. The increase was due to increases in electricity consumption and the average price per kilowatt hour charged to customers in the three months ended September 30, 2025 compared to the same period in 2024. Electricity consumption by GRE's REPs' customers increased by 21.2% in the three months ended September 30, 2025, compared to the same period in 2024, reflecting 9.4% and 10.8% increases in the average number of meters served and average consumption per meter, respectively. The increase in meters served was driven by customer acquisitions during 2024 and 2025. The increase in consumption per meter in the three months ended September 30, 2025 compared to the same period in 2024 was due to a shift in customer mix into higher consumption territories. The average rate per kilowatt hour sold increased by 3.7% in the three months ended September 30, 2025 compared to the same period in 2024 due to general market conditions.

Electricity revenues increased by 19.4% in the nine months ended September 30, 2025 compared to the same period in 2024. The increase was due to an increase in electricity consumption partially offset by a decrease in the average price per kilowatt hour charged to customers in the nine months ended September 30, 2025 compared to the same period in 2024. Electricity consumption by GRE's REPs' customers increased by 20.9% in the nine months ended September 30, 2025 compared to the same period in 2024, reflecting 14.6% and 5.5% increases in the average number of meters served and average consumption per meter, respectively. The increase in meters served was driven by customer acquisitions during 2024 and 2025. The increase in per meter consumption in the nine months ended September 30, 2025 compared to the same period in 2024 was due to a shift in customer mix into higher consumption territories. The average rate per kilowatt hour sold decreased by 1.2% in the nine months ended September 30, 2025 compared to the same period in 2024 due to general market conditions and the addition of meters on lower margin aggregation products in the second quarter of 2025.

Natural gas revenues increased by 14.6% in the three months ended September 30, 2025 compared to the same period in 2024. The increase was a result of a 14.4% increase in average revenue per therm sold in the three months ended September 30, 2025 compared to the same period in 2024, due to general market conditions. Natural gas consumption was flat in the three months ended September 30, 2025 compared to the same period in 2024. Average meters served and average consumption per meter were flat in the three months ended September 30, 2025 compared to the same period in 2024.

Natural gas revenues increased by 20.8% in the nine months ended September 30, 2025 compared to the same period in 2024. The increase was a result of increases in natural gas consumption and in average revenue per therm sold in the nine months ended September 30, 2025 compared to the same period in 2024. Natural gas consumption by GRE's REPs' customers increased by 14.5% in the nine months ended September 30, 2025 compared to the same period in 2024, reflecting 4.1% and 10.0% increases in average meters served and average consumption per meter, respectively. The increase in meters served was due to higher levels of customer acquisitions in in 2024 and 2025. The increase in per meter consumption is due, in part, to colder weather in many of our service areas in the first half of 2025 compared to the same period in 2024. The average revenue per therm sold increased by 5.5% in the nine months ended September 30, 2025, compared to the same period in 2024 due to general market conditions.

Other revenues in the nine months ended September 30, 2025 and 2024 included revenues from customer termination fees from commercial customers. Other revenues in the nine months ended September 30, 2025 included revenues from the sale of petroleum products in Israel.

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

(in thousands)		September 30, 2025				June 30, 2025				March 31, 2025				December 31, 2024				September 30, 2024
Meters at end of quarter:
Electricity customers			316				332				325				333				311
Natural gas customers			86				87				88				90				88
Total meters			402				419				413				423				399

Gross meter acquisitions in the three months ended September 30, 2025, were 47,000 compared to 104,000 for the same period in 2024. Gross meter acquisitions in the nine months ended September 30, 2025, were 178,000 compared to 234,000 for the same period in 2024. Gross meter acquisitions for the three and nine months ended September 30, 2025 decreased compared to the same periods in 2024 as customer acquisition efforts returned to a normal level after aggressive efforts in 2024.

Meters served decreased by 17,000 between June 30, 2025 and September 30, 2025. Meters served decreased by 21,000 between September 30, 2025 and December 31, 2024. The decrease in the number of meters served at September 30, 2025 compared to June 30, 2025 and December 31, 2024 is due to new sales during the three and nine months ended September 30, 2025 failing to fully replace those lost to churn as customer acquisition returned to historically normal levels.

In the three months ended September 30, 2025, average monthly churn decreased to 5.1% compared to 5.6% for the same period in 2024. In the nine months ended September 30, 2025, average churn decreased to 5.1% from 5.4% compared to the same period in 2024.

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

(in thousands)		September 30, 2025				June 30, 2025				March 31, 2025				December 31, 2024				September 30, 2024
RCEs at end of quarter:
Electricity customers			318				332				318				319				301
Natural gas customers			78				82				84				80				79
Total RCEs			396				414				402				399				380

RCEs at September 30, 2025 decreased 18,000 and 3,000 compared to June 30, 2025 and December 31, 2024, respectively. The decrease is due to decreases in the number of meters served as discussed above.

Cost of Revenues and Gross Margin Percentage. GRE's cost of revenues and gross margin percentage were as follows:

		Three Months Ended September 30,								Change								Nine Months Ended September 30,								Change
(amounts in thousands)		2025				2024				$						%		2025				2024				$						%
Cost of revenues:
Electricity		$	97,698			$	67,032			$	30,666				45.7			$	246,267			$	181,492			$	64,775				35.7
Natural gas			7,109				2,996				4,113				137.3				32,785				22,591				10,194				45.1
Others			-				-				-				nm				-				665				(665	)			nm
Total cost of revenues		$	104,807			$	70,028			$	34,779				49.7			$	279,052			$	204,748			$	74,304				36.3

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		Three Months Ended September 30,												Nine Months Ended September 30,
(amounts in thousands)		2025				2024				Change				2025				2024				Change
Gross margin percentage:
Electricity			22.8	%			33.4	%			(10.6	)			23.2	%			32.4	%			(9.2	)
Natural gas			(22.7	)			40.7				(63.4	)			24.3				37.0				(12.7	)
Others			nm				nm				nm				nm				8.3				nm
Total gross margin percentage			20.8	%			33.8	%			(12.9	)			23.3	%			32.9	%			(9.6	)

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Cost of revenues for electricity increased in the three months ended September 30, 2025 compared to the same period in 2024 primarily because of an increase in electricity consumption by GRE's REPs' customers combined with an increase in the average unit cost of electricity. The average unit cost of electricity increased 20.2% in the three months ended September 30, 2025 compared to the same period in 2024 due to general market conditions. The gross margin on electricity sales decreased in the three months ended September 30, 2025 compared to the same period in 2024 because the unit cost of electricity increased more than the increase in the average rate charged to customers.

Cost of revenues for electricity increased in the nine months ended September 30, 2025 compared to the same period in 2024 primarily because of an increase in electricity consumption by GRE's REPs' customers combined with an increase in the average unit cost of electricity. The average unit cost of electricity increased 12.3% in the nine months ended September 30, 2025 compared to the same period in 2024 due to general market conditions. The gross margin on electricity sales decreased in the nine months ended September 30, 2025 compared to the same period in 2024 because the average rate charged to customers decreased while the unit cost of electricity increased.

Cost of revenues for natural gas increased in the three months ended September 30, 2025 compared to the same period in 2024 primarily because of increases in the natural gas consumption by GRE's REPs' customers and the average unit cost of natural gas. The average unit cost of natural gas increased 136.7% in the three months ended September 30, 2025 compared to the same period in 2024 due to a significant increase in the wholesale price of natural gas. Gross margin on natural gas sales decreased in the three months ended September 30, 2025 compared to the same period in 2024 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 increased in the nine months ended September 30, 2025 compared to the same period in 2024 primarily because of increases in the natural gas consumption by GRE's REPs' customers and the average unit cost of natural gas. The average unit cost of natural gas increased 26.8% in the nine months ended September 30, 2025 compared to the same period in 2024 due to increase in the wholesale price of natural gas especially in the second and third quarter of 2025. Gross margin on natural gas sales increased in the nine months ended September 30, 2025 compared to the same period in 2024 because of the average unit cost of natural gas increased more than the increase in the average rate charged to customers.

Selling, General and Administrative. Selling, general and administrative expenses decreased by 16.1% in the three months ended September 30, 2025 compared to the same period in 2024 primarily due to decreases in marketing and customer acquisition costs, employee-related expenses, management fees and billing and processing fees. Marketing and customer acquisition expenses decreased by $2.1 million in the three months ended September 30, 2025 compared to the same period in 2024 due to a decrease in meters acquired in the three months ended September 30, 2025 compared to the same period in 2024. Management fees decreased by $0.5 million in the three and nine months ended September 30, 2025 compared to the same period in 2024 primarily due to decreases in level of activity in Mirabito and Citizen Choice. Billing and processing fees decreased by $0.5 million in the three and nine months ended September 30, 2025 compared to the same period in 2024 primarily due to a decrease in billing rates. Employee-related expenses decreased by $0.3 million in the three months ended September 30, 2025 compared to the same period in 2024 primarily due to a decrease in bonus accrual. As a percentage of GRE's total revenues, selling, general and administrative expense decreased from 19.6% in the three months ended September 30, 2024 to 13.1% in the three months ended September 30, 2025.

Selling, general and administrative expenses decreased by 4.5% in the nine months ended September 30, 2025 compared to the same period in 2024 primarily due to decreases in marketing and customer acquisition costs, employee-related expenses and credit losses partially offset by an increase in POR fees. Marketing and customer acquisition costs decreased by $2.1 million in the nine months ended September 30, 2025 compared to the same period in 2024 primarily due to decrease in meters acquired in the nine months ended September 30, 2025 compared to same period in 2024. Employee-related expenses decreased by $0.4 million in the nine months ended September 30, 2025 compared to the same period in 2024 primarily due to a decrease in bonus accrual. Credit losses decreased by $0.4 million in nine months ended September 30, 2025 compared to the same period in 20024 due to some new utilities offering POR programs during the period, which also resulted in an increase of $0.5 million in POR fees. As a percentage of GRE's total revenues, selling, general and administrative expense decreased from 18.5% in the nine months ended September 30, 2024 to 14.8% in the nine months ended September 30, 2025.

Genie Renewables Segment

The Genie Renewables (formerly GES) segment is primarily composed of our interests in Genie Solar, CityCom Solar and Diversegy, and also includes other earlier-stage initiatives. 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.

		Three Months Ended September 30,								Change								Nine Months Ended September 30,								Change
(amounts in thousands)		2025				2024				$				%				2025				2024				$				%
Revenues		$	5,954			$	6,117			$	(163	)			(2.7	)%		$	16,544			$	17,318			$	(774	)			(4.5	)%
Cost of revenue			3,498				3,982				(484	)			(12.2	)			10,468				12,523				(2,055	)			(16.4	)
Gross profit			2,456				2,135				321				15.0				6,076				4,795				1,281				26.7
Selling, general and administrative expenses			2,797				2,298				499				21.7				7,418				6,875				543				7.9
Impairment of assets			5				80				(75	)			nm				40				199				(159	)			(79.9	)
Loss from operations		$	(346	)		$	(243	)		$	(103	)			42.4	%		$	(1,382	)		$	(2,279	)		$	897				(39.4	)%

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Revenues. GREW's revenues decreased in the three months ended September 30, 2025 compared to the same periods in 2024 due to decreases in revenues generated by Genie Solar and CityCom Solar, partially offset by an increased in revenues generated by Diversegy. Genie Solar's revenues from the development of solar projects for customers, electricity generation from operational solar arrays and sale of solar panels decreased by $1.2 million in the three months ended September 30, 2025 compared to the same period in 2024 as the Company completed fewer projects during the period. In late 2024, we shifted our strategic focus from lower-margin commercial projects to the development and operation of utility-scale projects. Revenues from CityCom Solar decreased by $0.2 million in the three months ended September 30, 2025 compared to the same period in 2024 as a result of reduced level of activity during recent periods. Diversegy's revenues from commissions, entry fees and other fees increased by $1.3 million in the three months ended September 30, 2025 compared to the same period in 2024 due to strong growth in the number of customers and transactions in the past several quarters.

GREW's revenues decreased in the nine months ended September 30, 2025 compared to the same period in 2024 due to decreases in revenues generated by Genie Solar and CityCom Solar partially offset by an increase in revenues from Diversegy. Genie Solar's revenues from development of solar projects, electricity generation from operating solar projects and sale of solar panels decreased by $3.9 million in the nine months ended September 30, 2025 compared to the same period of 2024 as we shifted our strategic focus from lower margin commercial projects to the development and operation of utility-scale projects. Revenues from CityCom Solar decreased by $1.1 million in the nine months ended September 30, 2025 compared to the same period in 2024 as a result of reduced level of activity for the past few quarters. Diversegy's revenues from commissions, entry fees and other fees increased by $4.3 million in the nine months ended September 30, 2025 compared to the same period in 2024 due to strong growth in the number of customers and transactions in the past several quarters.

Cost of Revenues. The variations in the cost of revenues for the three and nine months ended September 30, 2025 compared to the same periods in 2024 are due to changes in the mix of products from which the revenues were generated during the periods.

Selling, General and Administrative. Selling, general and administrative expenses increased by 21.7 % in the three months ended September 30, 2025 compared to the same period in 2024 due to increases in employee-related costs and legal expenses. Employee-related costs increased by $0.4 million in the three months ended September 30, 2025 compared to the same period in 2024, due to an increase in the number of employees, especially in Diversegy. Legal expenses increased by $0.1 million in the three months ended September 30, 2025 compared to the same period in 2024 due to an increase in legal requirements of Genie Solar projects, specifically those nearing its operational stage.

Selling, general and administrative expenses increased by 7.9% in the nine months ended September 30, 2025 compared to the same period in 2024 due to increases in employee-related costs and legal expenses, partially offset by a decrease in warehousing costs. Employee-related costs increased by $0.6 million in the nine months ended September 30, 2025 compared to the same period in 2024, due to an increase in the number of employees, especially in Diversegy. Legal expenses increased by $0.2 million in the nine months ended September 30, 2025 compared to the same period in 2024 due to an increase in legal requirements of Genie Solar projects, specifically those nearing its operational stage. Warehousing cost of solar panels decreased by $0.3 million in the nine months ended September 30, 2025 compared to the same period in 2024 due to a change in warehousing service provided in the fourth quarter of 2024.

Impairment of assets. The impairment of assets recorded in the three and nine months ended September 30, 2025 and 2024 relates to capitalized cost of Genie Solar related to solar projects that were discontinued during the periods.

Legal proceedings

We periodically receive requests for information, documents and subpoenas from regulators, the majority of which are routine and related to compliance obligations. On certain occasions, a regulatory or governmental bodies may, in response to the interaction, formalize additional requests or eventually file an action or lawsuit. See Note 19, Commitments and Contingencies, in the Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q, which is incorporated by reference, for further detail on agency and regulatory proceedings.

Corporate

As discussed above, the remaining accounts of GRE International were transferred to corporate starting in the third quarter of 2022 (when GRE International ceased being treated as a separate segment). Entities under corporate do not generate any revenues, nor do they incur any cost of revenues. Corporate general and administrative expenses include unallocated compensation, consulting fees, legal fees, business development expense and other corporate-related general and administrative expenses.

		Three Months Ended September 30,								Change								Nine Months Ended September 30,								Change
(amounts in thousands)		2025				2024				$				%				2025				2024				$				%
General and administrative expenses			2,414				2,128				286				13.4				6,474				6,864				(390	)			(5.7	)
Provision for captive insurance liability			465				991				(526	)			(53.1	)			1,370				2,667				(1,297	)			(48.6	)
General and administrative expenses and loss from operations		$	2,879			$	3,119			$	(240	)			(7.7	)%		$	7,844			$	9,531			$	(1,687	)			(17.7	)%

Corporate general and administrative expenses increased by 13.4% in the three months ended September 30, 2025 compared to the same period in 2024, primarily because of an increase in auditing fees due to a change in external auditors in the second quarter of 2025. As a percentage of consolidated revenues, Corporate general and administrative expenses decreased to 1.7% in the three months ended September 30, 2025 from 1.9% in the three months ended September 30, 2024.

Corporate general and administrative expenses decreased by 5.7% in the nine months ended September 30, 2025 compared to the same period in 2024, primarily because of decreases in employee-related costs and charitable contributions, partially offset by an increase in auditing fees. Employee-related costs decreased by $0.5 million in the nine months ended September 30, 2025 compared to the same period in 2004 due to a decrease in bonus accrual. In the nine months ended September 30, 2024, we donated $0.2 million to Genie Charitable Foundation. Audit fees increased by $0.3 million for the nine months ended September 30, 2025 compared to the same period in 20204 due to a change in external auditors in the second quarter of 2024. As a percentage of consolidated revenues, Corporate general and administrative expenses decreased to 1.7% in the nine months ended September 30, 2025 from 2.1% in the nine months ended September 30, 2024.

In December 2023, we established our wholly-owned Captive insurance subsidiary with the primary purpose of enhancing our risk financing strategies. The Captive insures against certain risks unique to our operations for which insurance may not be currently available or economically feasible in the current insurance marketplace. The covered risks are both current and related to historical business activities.

In the fourth quarter of 2024, we expanded our self-insurance risk management strategy to cover an additional risk related to our current and historical business operations. The coverage is being provided on an occurrence basis, with an initial policy that reflects exposure for (1) occurrences in the year prior to implementation, to claims made subsequent to program inception, to the extent recoveries were still possible under relevant statutes of limitation, and (2) exposure for annual periods commencing with implementation of the program.

With input from external experts, we estimated the expected ultimate cost of: (1) claims defense cost, (2) settlements and penalties resulting from insured risk, and (3) stranded risk which includes economic losses due to regulatory restrictions or unanticipated reduction of demand, as well as the level cost associated with contesting such restrictions. In assessing the loss contingency, we estimated the severity and frequency of expected losses based on our activities. A range of margins was selected so that the cumulative expenses plus risk of losses over a given number of years equal the expected magnitude. This produced a range of annual premium options for the protective period. The contribution of a priori expected plus risk margin losses from each of these periods is multiplied by a current remaining probability factor, which recognizes the relative likelihood that a claim will still be brought subsequent to program inception. These are added together to obtain estimated required reserves and required premiums (net of expenses) at program inception-related exposure prior to program inception.

The amount of the expected loss liability for each risk is based on an analysis performed by a third-party actuary which assumed historical patterns. The key assumptions used in developing these estimates are subject to variability.

In 2024, we paid $39.6 million premiums to the Captive, which cash is included in restricted cash in our condensed consolidated balance sheet as of September 30, 2025 and December 31, 2024. The Captive must maintain a sufficient level of cash to fund future reserve payment and secure the insurer's liabilities, particularly those related to the insured risks. We also recognized $0.5 million and $1.0 million provision for captive insurance liability for the three months ended September 30, 2025 and 2024, respectively, and $1.4 million and $2.7 million for the nine months ended September 30, 2025 and 2024 related to the 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 in each of the three months ended September 30, 2025 and 2024 and $1.9 million and $1.8 million for the nine months ended September 30, 2025 and 2024. At September 30, 2025, the aggregate unrecognized compensation cost related to non-vested stock-based compensation was $4.1 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)		2025				2024				$				%				2025				2024				$				%
Income from operations		$	6,934			$	11,676			$	(4,742	)			(40.6	)%		$	21,768			$	32,087			$	(10,319	)			(32.2	)%
Interest income			1,847				2,346				(499	)			(21.3	)			5,826				5,049				777				15.4
Interest expense			(157	)			(22	)			(135	)			613.6				(502	)			(385	)			(117	)			30.4
Other income (loss), net			182				56				126				nm				(274	)			1,398				(1,672	)			nm
Gain on marketable equity securities and investments			398				122				276				226.2				1,071				349				722				206.9
Provision for income taxes			(2,469	)			(3,924	)			1,455				(37.1	)			(7,928	)			(10,309	)			2,381				(23.1	)
Net income from continuing operations			6,735				10,254				(3,519	)			(34.3	)			19,961				28,189				(8,228	)			(29.2	)
Loss from discontinued operations, net of tax			(5	)			(25	)			20				(80.0	)			(62	)			(435	)			373				(85.7	)
Net income			6,730				10,229				(3,499	)			(34.2	)			19,899				27,754				(7,855	)			(28.3	)
Net (loss) income attributable to noncontrolling interests			(13	)			30				(43	)			(143.3	)			(297	)			(179	)			(118	)			65.9
Net income attributable to Genie Energy Ltd.		$	6,743			$	10,199			$	(3,456	)			(33.9	)%		$	20,196			$	27,933			$	(7,737	)			(27.7	)%

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Interest income. Interest income decreased in the three months ended September 30, 2025, compared to the same period in 2024 primarily due to a decrease in interest rates during the periods. Interest income increased in the nine months ended September 30, 2025, compared to the same periods in 2024 primarily due to increases in average balances of cash and cash equivalents and restricted cash during the periods.

Other Income (loss), net. Other income, net in the three and nine months ended September 30, 2025 and 2024 consisted primarily of foreign currency transactions.

Provision for Income Taxes. The change in the reported tax rate for the three and nine months ended September 30, 2025 compared to the same periods in 2024 is the result of changes in the mix of jurisdictions in which taxable income was earned and the nature of certain deductions.

Net (Income) Loss Attributable to Noncontrolling Interests. The variations in net loss attributable to noncontrolling interests (or shift from net loss to net income attributable to noncontrolling interest) in the three and nine months ended September 30, 2025 compared to the same periods in 2024 was primarily due to the share of noncontrolling interest in the operations of Citizens Choice Energy.

Gain on Marketable Equity Securities and Investments. The gain on marketable equity securities and investment for the three and nine months ended September 30, 2025 and 2024 pertains to the change in fair value of the Company's investments in various investments in equity of several entities.

Net loss from Discontinued Operations, net of tax. Loss from discontinued operations, net of tax in the three and nine months ended September 30, 2025 and 2024 is mainly related to foreign exchange differences in Lumo Sweden during the periods.

Liquidity and Capital Resources

General

We currently expect that our cash flow from operations and the $206.2 million balance of unrestricted and restricted cash and cash equivalents that we held at September 30, 2025 will be sufficient to meet our anticipated cash requirements for at least the period to November 6, 2026.

At September 30, 2025, we had working capital (current assets less current liabilities) of $113.3 million.

		Nine Months Ended September 30,
		2025				2024
		(in thousands)
Cash flows provided by (used in):
Operating activities		$	28,123			$	49,174
Investing activities			(10,383	)			(11,545	)
Financing activities			(14,766	)			(18,461	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash			(69	)			(120	)
Increase in cash, cash equivalents and restricted cash of continuing operations			2,905				19,048
Cash flows provided by discontinued operations			2,274				8,570
Net increase in cash, cash equivalents and restricted cash		$	5,179			$	27,618

Operating Activities

Cash, cash equivalents and restricted cash provided by operating activities of continuing operations decreased by $21.1 million to $28.1 million in the nine months ended September 30, 2025 compared to $49.2 million in the nine months ended September 30, 2024. The decrease in cash flows is due primarily to the fluctuation in the results of operations in the nine months ended September 30, 2025 compared to the same period in 2024.

Our cash flow from operations varies significantly from quarter to quarter and from year to year, depending on our operating results and the timing of operating cash receipts and payments, specifically trade accounts receivable and trade accounts payable. Changes in assets and liabilities decreased cash flows by $10.4 million for the nine months ended September 30, 2025, compared to the same period in 2024.

Certain of GRE's REPs are party to an Amended and Restated Preferred Supplier Agreement with BP Energy Company, or BP, which is to be in effect through November 30, 2023. Under the agreement, the REPs purchase electricity and natural gas at market rate plus a fee. The obligations to BP are secured by a first security interest in deposits or receivables from utilities in connection with their purchase of the REP's customer's receivables, and in any cash deposits or letters of credit posted in connection with any collateral accounts with BP. The ability to purchase electricity and natural gas under this agreement is subject to satisfaction of certain conditions including the maintenance of certain covenants. At September 30, 2025, we were in compliance with such covenants. At September 30, 2025, restricted cash-short-term of $2.2 million and trade accounts receivable of $64.3 million were pledged to BP as collateral for the payment of trade accounts payable to BP of $18.5 million at September 30, 2025.

We had purchase commitments of $111.1 million at September 30, 2025, of which $104.5 million was for purchases of electricity.

As discussed above, in December 2023, we established the Captive insurance subsidiary. At September 30, 2025, the balance of short-term and long-term restricted cash and cash equivalents of the Captive are $16.7 million and $70.7 million, respectively. We also recognized $0.5 million and $1.4 million provision for captive insurance liability for the three and nine months ended September 30, 2025, related to the Captive's exposure for the insured risks. At September 30, 2025, the current and noncurrent captive insurance liability of $9.4 million and $70.7 million, respectively, are included in our condensed 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 2025 and 2052. Our future lease payments under the operating leases as of September 30, 2025 were $2.3 million.

GRE has performance bonds issued through a third party for the benefit of certain utility companies and for various states in order to comply with the states' financial requirements for retail energy providers. At September 30, 2025, we had outstanding aggregate performance bonds of $29.4 million and $1.0 million of unused letters of credit.

Investing Activities

Our capital expenditures increased $1.7 million for the nine months ended September 30, 2025 compared to the same period in 2024. The capital expenditures are mainly for the construction of solar projects at Genie Solar. We currently anticipate that our total capital expenditures in the twelve months ending December 31, 2025 will be between $7.0 million to $10.0 million mostly related to the solar projects of GREW.

In the nine months ended September 30, 2025 and 2024, we acquired nominal interests in various ventures for an aggregate amount of investments of $3.9 million and $4.0 million, respectively.

In the nine months ended September 30, 2025, we invested $1.9 million towards the improvement of an investment property we acquired in the third quarter of 2024.

In the nine months ended September 30, 2025, we received $1.2 million from several investees for the return of our investments. There were no similar cash receipts in the nine months ended September 30, 2024.

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

Financing Activities

In the nine months ended September 30, 2025 and 2024, we paid aggregate dividends of $0.225 per share to stockholders of our Class A common stock and Class B common stock, or total aggregate dividends of $6.0 million and $6.2 million in the nine months ended September 30, 2025 and 2024, respectively. On October 30, 2025 our Board of Directors declared a quarterly dividend of $0.075 per share on our Class A common stock and Class B common stock. The dividend will be paid on or about November 19, 2025 to stockholders of record as of the close of business on November 10, 2025.

On March 11, 2013, our Board of Directors approved a program for the repurchase of up to an aggregate of 7.0 million shares of our Class B common stock. In the nine months ended September 30, 2025, we acquired 409,758 Class B common stock under the stock purchase program for an aggregate amount of $6.6 million. 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 $7.9 million. At September 30, 2025, 3.6 million shares of Class B common stock remained available for repurchase under the stock repurchase program.

In the nine months ended September 30, 2025 and 2024, we paid $2.1 million and $3.6 million, respectively, to repurchase our Class B common stock of our Class B common stock tendered by our employees (including one officer) to satisfy tax withholding obligations in connection with the lapsing of restrictions on awards of restricted stock and exercise of stock options. Such shares were repurchased by us based on their fair market value on the trading day immediately prior to the vesting date.

In July 2024, the Company acquired an investment property with an aggregate cost of $3.6 million. The investment property was acquired through a subsidiary in which the Company holds a 51.0% interest with the remaining 49.0% held by Howard Jonas, the Chairman of our Board of Directors. The Company paid $1.8 million to the seller of the interest and delivered a note payable to the seller in the amount of $1.8 million, payable in full on February 1, 2026. The note payable carries a 5.0% interest rate and interest is payable on maturity. 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 condensed consolidated balance sheets. At September 30, 2025, $1.8 million was outstanding under the note payable with an effective interest rate of 5.0%.

On November 18, 2024, our subsidiary, SUT Holdings, LLC entered into a Term Loan Agreement with National Cooperative Bank, N.A. ("NCB") for $7.4 million (the "Term Loan"). The principal amount is payable in installments every January 1, July 1 and October 1 of each year starting on July 1, 2025. up to October 2031. Accrued interest on the unpaid balance is payable on each January 1, April 1, July 1 and October 1, calculated using the 3-Month Term Secured Overnight Financing Rate ("SOFR") published by CME Group Benchmark Administration plus a margin of 2.0% computed on the basis of actual number of days over 360 days. We paid NCB a nonrefundable commitment fee equal to 1.0% of the total principal amount equivalent to $0.1 million. We have the right to prepay the Term Loan in whole or in part at any time as permitted under specific terms in the Term Loan Agreement. The Term Loan is secured by our operating solar systems located in Ohio, Indiana and Michigan. The Term Loan is subject to various financial and negative covenants and at September 30, 2025, we were in compliance with all such covenants. At September 30, 2025, there was $7.3 million outstanding under the Term Loan at a weighted average interest rate of 6.3%. We also entered into a Cash Management Agreement with NCB to manage the cash flows of the operations of collateralized solar projects. The Cash Management Agreement also provided certain restriction on certain cash accounts specified in the agreements. At September 30, 2025, an aggregate of $0.8 million are deposited in NCB and are subject to certain restrictions.

On December 13, 2018, we entered into a Credit Agreement with JPMorgan Chase Bank ("Credit Agreement"). On February 14, 2024, the Company entered into the third amendment of its existing Credit Agreement to extend the maturity date of December 31, 2024. The aggregate principal amount was reduced to $3.0 million credit line facility ("Credit Line"). The Company pays a commitment fee of 0.1% per annum on the unused portion of the Credit Line as specified in the Credit Agreement. The borrowed amounts will be in the form of letters of credit which will bear interest of 1.0% per annum. The Company will also pay a fee for each letter of credit that is issued equal to the greater of $500 or 1.0% of the original maximum available amount of the letter of credit. We agreed to deposit cash in a money market account at JPMorgan Chase Bank as collateral for the line of credit equal to $3.1 million. As of September 30, 2025, there are $0.7 million in letters of credit issued by JP Morgan Chase Bank. At September 30, 2025, the cash collateral of $3.3 million was included in restricted cash-short-term in our condensed consolidated balance sheet.

Cash flows from discontinued operations

Cash provided by operating activities of discontinued operations was $2.3 million in the nine months ended September 30, 2025 compared to $8.6 million in the same period in 2024. The cash provided by operating activities of discontinued operations in the nine months ended September 30, 2025 and 2024 pertains to the proceeds from the settlement of hedges of Lumo Sweden.