Genie Energy Ltd
For the period ended Jun 30, 2024. Filed Aug 8, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2024 · Filed Aug 8, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 thethree and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The 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 other sales solutions and a 91.5% interest in Diversegy, an energy broker.
In addition to being a solar energy developer and operator, Genie Solar owns a 60.0% interest in Prism Solar Technology ("Prism") which designs and manufactures specialized solar panels.
Impairment of Assets
In the second quarter of 2024, the Company discontinued several projects of Genie Solar as a result of lack of viability. The Company recognized an impairment of assets of $0.1 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 aone-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 thesix months ended June 30, 2024.
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 June 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.
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 transferred the administration of Orbit to an administrator (the" Orbit Administrators") effective December 1, 2021.
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.
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 are consolidated effective November 28, 2023.
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 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:
| June 30, 2024 | December 31, 2023 | |
|---|---|---|
| (in thousands) | ||
| Cash and cash equivalents | $122,342 | $107,609 |
| Restricted cash—short-term | 9,178 | 10,442 |
| Restricted cash—long-term | 46,400 | 44,945 |
| Total cash, cash equivalents, and restricted cash | $177,920 | $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) andrestricted 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 a wholly-owned captive insurance subsidiary (the "Captive"), which is restricted for use to secure the noncurrent portion of the insured liability program (seeNote 19).
Included in the cash and cash equivalents as of June 30, 2024 and December 31, 2023 is cash received from Lumo Sweden (see Note 5).
Note 3—Inventories
Inventories consisted of the following:
| June 30, 2024 | December 31, 2023 | |
|---|---|---|
| (in thousands) | ||
| Natural gas | $737 | $1,309 |
| Renewable credits | 4,827 | 12,105 |
| Solar panels, net of a valuation allowance of $nil million and $0.8 million at June 30, 2024 and December 31, 2023, respectively | 73 | 1,184 |
| Totals | $5,637 | $14,598 |
In thesix months ended June 30, 2024, the Company recorded an inventory valuation allowance of $0.4 million to the cost of revenues to write down the carrying value of solar panel inventories to the estimated net realizable value. There isno inventory valuation allowance recorded for thethree months ended June 30, 2024. The 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 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 ordelivery of solar modules, the Company allocates the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, orestimates 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 in some cases 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 brokerage 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 thanone 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 beenone 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) | ||||
| Fixed rate | $47,207 | $3,295 | $— | $50,502 |
| Variable rate | 31,094 | 5,119 | — | 36,213 |
| Other | — | — | 3,981 | 3,981 |
| Total | $78,301 | $8,414 | $3,981 | $90,696 |
| Fixed rate | $47,625 | $2,983 | $— | $50,608 |
| Variable rate | 32,574 | 5,992 | — | 38,566 |
| Other | — | — | 4,289 | 4,289 |
| Total | $80,199 | $8,975 | $4,289 | $93,463 |
| Fixed rate | $99,303 | $10,724 | $— | $110,027 |
| Variable rate | 68,394 | 20,088 | — | 88,482 |
| Other | — | — | 11,875 | 11,875 |
| Total | $167,697 | $30,812 | $11,875 | $210,384 |
| Fixed rate | $77,130 | $8,598 | $— | $85,728 |
| Variable rate | 77,556 | 27,302 | — | 104,858 |
| Other | — | — | 8,153 | 8,153 |
| Total | $154,686 | $35,900 | $8,153 | $198,739 |
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) | ||||
| Non-Commercial Channel | $72,759 | $2,784 | $— | $75,543 |
| Commercial Channel | 5,542 | 5,630 | — | 11,172 |
| Other | — | — | 3,981 | 3,981 |
| Total | $78,301 | $8,414 | $3,981 | $90,696 |
| Non-Commercial Channel | $65,332 | $5,939 | $— | $71,271 |
| Commercial Channel | 14,867 | 3,036 | — | 17,903 |
| Other | — | — | 4,289 | 4,289 |
| Total | $80,199 | $8,975 | $4,289 | $93,463 |
| Non-Commercial Channel | $155,701 | $22,551 | $— | $178,252 |
| Commercial Channel | 11,996 | 8,261 | — | 20,257 |
| Other | — | — | 11,875 | 11,875 |
| Total | $167,697 | $30,812 | $11,875 | $210,384 |
| Non-Commercial Channel | $125,454 | $26,721 | $— | $152,175 |
| Commercial Channel | 29,232 | 9,179 | — | 38,411 |
| Other | — | — | 8,153 | 8,153 |
| Total | $154,686 | $35,900 | $8,153 | $198,739 |
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. Contract liabilities are included in other current liabilities account in the consolidated balance sheet.
The table below reconciles the change in the carrying amount of contract liabilities:
| Six Months Ended June 30, | ||
|---|---|---|
| 2024 | 2023 | |
| (in thousands) | ||
| Contract liability, beginning | $5,582 | $1,759 |
| Recognition of revenue included in the beginning of the year contract liability | (3,691) | (736) |
| Additions during the period, net of revenue recognized during the period | 2,117 | 1,714 |
| Contract liability, end | $4,008 | $2,737 |
Allowance for doubtful accounts
The change in the allowance for doubtful accounts was as follows:
| Six Months Ended June 30, | ||
|---|---|---|
| 2024 | 2023 | |
| (in thousands) | ||
| Allowance for doubtful accounts, beginning | $6,574 | $4,826 |
| Additions charged to expense | 1,210 | 1,372 |
| Other deductions | (435) | — |
| Allowance for doubtful accounts, end | $7,349 | $6,198 |
Note 5—Acquisitions and Discontinued Operations
Consolidation of Roded
In December 2022, the Company, entered into an investment agreement with Roded Recycling Industries Ltd. ("Roded") and its current 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 developing a process to recycle 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 gradually increasing its interest in Roded 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 aminimal revenue for Roded in its consolidated statements of operations and comprehensive income for three andsix months ended June 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 sheet 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 acquiredten 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 sheet 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 acquisitionandthe Company recorded $1.3 millionto solar array assets included in the property and equipment account in the consolidated balance sheet 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 besettled 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 June 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:
| June 30, 2024 | December 31, 2023 | |
|---|---|---|
| (in thousands) | ||
| Assets | ||
| Cash | $1,281 | $2,483 |
| Receivables from the settlement of derivative contract—current | 5,799 | 10,699 |
| Current assets of discontinued operations | $7,080 | $13,182 |
| Receivables from the settlement of derivative contract—noncurrent | $— | $2,362 |
| Other noncurrent assets | 4,295 | 5,078 |
| Noncurrent assets of discontinued operations | $4,295 | $7,440 |
| Liabilities | ||
| Income taxes payable | 2,039 | 1,399 |
| Accounts payable and other current liabilities | 31 | 91 |
| Current liabilities of discontinued operations | $2,070 | $1,490 |
| Deferred tax liabilities | 678 | 698 |
| Noncurrent liabilities of discontinued operations | $678 | $698 |
The summary of the results of operations of the discontinued operations of Lumo Sweden were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| (in thousands) | ||||
| Income from operations | $— | $— | $— | $— |
| Other income, net | 60 | 946 | (503) | 1,196 |
| Income before income taxes | 60 | 946 | (503) | 1,196 |
| Provision for income taxes | 85 | (337) | 93 | (405) |
| Net loss from discontinued operations, net of taxes | $145 | $609 | $(410) | $791 |
| Income before income taxes attributable to Genie Energy Ltd. | $60 | $946 | $(503) | $1,196 |
The following table presents a summary of cash flows of the discontinued operationsof Lumo Sweden:
| Six Months Ended June 30, | ||
|---|---|---|
| 2024 | 2023 | |
| (in thousands) | ||
| Net (loss) income | $(410) | $791 |
| Non-cash items | 398 | (1,198) |
| Changes in assets and liabilities | 6,964 | 16,078 |
| Cash flows provided by operating activities of discontinued operations | $6,952 | $15,671 |
Prior to being treated as discontinued operations or being deconsolidated, the assets and liabilities of Lumo Finland and Lumo Sweden were included in 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 $37.8 million as of June 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 $5.2 million as of June 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 $43.0 million as of June 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 againstone 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 June 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 June 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 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.
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 and accordingly, the results of operations and related cash flows are presented as discontinued operations effective December 1, 2021.
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 wasno income or loss from discontinued operations recognized in the three and six months ended June 30, 2024. In the three andsix months ended June 30, 2023, the Company recognized income from discontinued operation, net of taxes of $2.6 million and $5.4 million, respectively, 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 Company's 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) | ||||
| Assets: | ||||
| Marketable equity securities | $344 | $— | $— | $344 |
| Derivative contracts | $750 | $— | $— | $750 |
| Liabilities: | ||||
| Derivative contracts | $592 | $— | $— | $592 |
| 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 thethree months ended June 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 June 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 June 30, 2024 and December 31, 2023, other assets included notes receivable. At June 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 anyone 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.
The following table summarizes the percentage of consolidated trade receivable by customers that equal or exceed 10.0% of consolidated net trade receivables at June 30, 2024 and December 31, 2023 (no other single customer accounted for 10.0% or greater of our consolidated net trade receivable as June 30, 2024 or December 31, 2023):
| June 30, 2024 | December 31, 2023 | |
|---|---|---|
| Customer A | 20.7% | 21.4% |
The following table summarizes the percentage of revenues by customers that equal or exceed 10.0%of consolidated revenues for thethree and six months ended June 30, 2024 and 2023 (no other single customer accounted for 10.0%or greater of our consolidated revenues in these periods):
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| Customer A | 23.0% | 18.7% | 22.4% | 13.2% |
| Customer B | 10.0 | na | na | na |
na—less than 10.0% of consolidated revenue in the period
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 June 30, 2024, GRE’s swaps and options were traded on the Intercontinental Exchange.
The summarized volume of GRE’s outstanding contracts and options at June 30, 2024 was as follows (MWh – Megawatt hour and Dth – Decatherm):
| Settlement Dates | Volume | |
|---|---|---|
| Electricity (in MWH) | Gas (in Dth) | |
| Third quarter of 2024 | 41,712 | 155,000 |
| Fourth quarter of 2024 | — | — |
| First quarter of 2025 | — | 225,000 |
| Second quarter of 2025 | — | 227,500 |
| Third quarter of 2025 | — | 230,000 |
| Fourth quarter of 2025 | — | 230,000 |
| First quarter of 2026 | — | — |
| Second quarter of 2026 | — | — |
| Third quarter of 2026 | 3,520 | — |
The fair value of outstanding derivative instruments recorded in the accompanying consolidated balance sheets were as follows:
| Asset Derivatives · Balance Sheet Location · June 30,2024 · December 31, 2023 | |||||
|---|---|---|---|---|---|
| (in thousands) | |||||
| Derivatives not designated or not qualifying as hedging instruments: | |||||
| Energy contracts and options1 | Other current assets | $444 | $321 | ||
| Energy contracts and options | Other assets | 306 | 352 | ||
| Total derivatives not designated or not qualifying as hedging instruments — Assets | $750 | $673 | |||
| Liability Derivatives | Balance Sheet Location | June 30, 2024 | December 31, 2023 | ||
| (in thousands) | |||||
| Derivatives not designated or not qualifying as hedging instruments: | |||||
| Energy contracts and options1 | Other current liabilities | $592 | $1,716 | ||
| Energy contracts and options | Other liabilities | — | 8 | ||
| Total derivatives not designated or not qualifying as hedging instruments — Liabilities | $592 | $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 June 30, · Six Months Ended June 30, | |||||
| hedging instruments | on Derivatives | 2024 | 2023 | 2024 | 2023 |
| (in thousands) · (in thousands) | |||||
| Energy contracts and options | Cost of revenues | $8,404 | $5,954 | $13,936 | $17,129 |
Note 8—Other Assets
Other assets consisted of the following:
| June 30, 2024 | December 31, 2023 | |
|---|---|---|
| (in thousands) | ||
| Security deposit | $7,282 | $7,950 |
| Right-of-use assets, net of amortization | 1,828 | 2,138 |
| Investments in equity securities | 3,834 | 2,605 |
| Fair value of derivative contracts—noncurrent | 307 | 352 |
| Other assets | 2,057 | 2,202 |
| Total other assets | $15,308 | $15,247 |
Note 9—Investments
Investments in businesses that the Company does not control, but in which the Company has the ability to exercise significant influence over 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 our 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 | June 30, 2024 | December 31, 2023 | |
|---|---|---|---|---|
| (in thousands) | ||||
| Rafael Holdings, Inc. | Marketable equity securities | Quoted market price | $344 | $396 |
| Alternative investments—restricted (see Note 19) | Other current assets | Net asset value | $2,258 | $— |
| Alternative investments—unrestricted | Other current assets | Cost | 2,150 | 3,801 |
| Total included in other current assets | $4,408 | $3,801 | ||
| PRI Fuel Supply Ltd. | Other noncurrent assets | Equity method | $324 | $— |
| CPP Genie Community Solar | Other noncurrent assets | Equity method | 275 | 303 |
| Roded (see Note 4) | Other noncurrent assets | Equity method | — | 1,268 |
| Alternative investments—restricted (see Note 19) | Other noncurrent assets | Net assets value | 935 | — |
| Alternative investments—unrestricted | Other noncurrent assets | Cost | 2,300 | 1,034 |
| Total included in other noncurrent assets | $3,834 | $2,605 | ||
Restricted investments are investments in equity securities owned and managed by the Captive.
The changes in the carrying values of the Company's equity investments without readily determinable fair values for which the Company elected the measurement alternative were as follows:
| Six Months Ended June 30, | ||
|---|---|---|
| 2024 | 2023 | |
| (in thousands) | ||
| Balance, beginning of period | $4,835 | $3,178 |
| Purchase | 3,025 | — |
| Gain (loss) recognized during the period | 365 | 13 |
| Distribution | (582) | — |
| Balance, end of period | $7,643 | $3,191 |
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 June 30, 2024:
| GRE | Genie Renewables | Total | |
|---|---|---|---|
| (in thousands) | |||
| Balance at January 1, 2024 | $9,998 | $— | $9,998 |
| Consolidation of Roded | — | 2,660 | 2,660 |
| Balance at June 30, 2024 | $9,998 | $2,660 | $12,658 |
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) | ||||
| Patents and trademarks | 18.1 years | $3,510 | $(1,481) | $2,029 |
| Customer relationships | 9.0 years | 1,100 | (835) | 265 |
| Licenses | 10.0 years | 479 | (222) | 257 |
| Total | $5,089 | $(2,538) | $2,551 | |
| 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 thethree and six months ended June 30, 2024, respectively. Amortization expense of intangible assets was $0.1 million and $0.2 million in thethree and six months ended June 30, 2023. The Company estimates that amortization expense of intangible assets will be $0.2 million, $0.4 million, $0.3 million, $0.3 million,$0.2 million and $1.2 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:
| June 30, 2024 | December 31, 2023 | |
|---|---|---|
| (in thousands) | ||
| Renewable energy | $20,793 | $31,662 |
| Liability to customers related to promotions and retention incentives | 7,159 | 9,493 |
| Payroll and employee benefit | 2,021 | 5,095 |
| Other accrued expenses | 5,315 | 3,139 |
| Total accrued expenses | $35,288 | $49,389 |
Other current liabilities consisted of the following:
| June 30, 2024 | December 31, 2023 | |
|---|---|---|
| (in thousands) | ||
| Contract liabilities | $4,007 | $5,582 |
| Current hedge liabilities | 592 | 1,716 |
| Current lease liabilities | 185 | 309 |
| Current captive insurance liability | 364 | 143 |
| Others | 1,357 | 1,530 |
| Total other current liabilities | $6,505 | $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 hasno 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 andthe noncurrent portion isincluded in other liabilities in the consolidated balance sheet.
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.
| June 30, 2024 | December 31, 2023 | |
|---|---|---|
| (in thousands) | ||
| ROU Assets | $1,828 | $2,138 |
| Current portion of operating lease liabilities | 185 | 309 |
| Noncurrent portion of operating lease liabilities | 1,743 | 1,952 |
| Total | $1,928 | $2,261 |
At June 30, 2024, the weighted average remaining lease term was 14.8 years and the weighted average discount rate is 6.3%.
Supplemental cash flow information for ROU assets and operating lease liabilities are as follows:
| Six Months Ended June 30, | ||
|---|---|---|
| 2024 | 2023 | |
| Cash paid for amounts included in the measurement of lease liabilities: · (in thousands) | ||
| Operating cash flows from operating activities | $300 | $331 |
| ROU assets obtained in the exchange for lease liabilities | ||
| Operating leases | $— | $237 |
Future lease payments under operating leases as of June 30, 2024 were as follows:
| (in thousands) | |
|---|---|
| Remainder of 2024 | $172 |
| 2025 | 306 |
| 2026 | 301 |
| 2027 | 306 |
| 2028 | 312 |
| Thereafter | 2,241 |
| Total future lease payments | 3,638 |
| Less imputed interest | 1,710 |
| Total operating lease liabilities | $1,928 |
Rental expenses under operating leases were $0.2 million and$0.3 million for thethree and six months ended June 30, 2024. Rental expenses under operating leases were $0.2 million and $0.3 million for each of the three and six months ended June 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 thesix months ended June 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 |
On August 1, 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 thefirst quarter of 2024. The dividend will be paid on or about August 21, 2024 to stockholders of record as of the close of business on August 14, 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 thethree months ended June 30, 2024, the Company acquired 118,758 Class B common stock under the stock purchase program for an aggregate amount of $1.8 million. In thesix months ended June 30, 2024, the Company acquired 368,758 Class B common stock under the stock purchase program for an aggregate amount of $5.9 million. There were no purchases under this program in thethree and six months ended June 30, 2023. At June 30, 2024,4.3 million shares of Class B common stock remained available for repurchase under the stock repurchase program.
As of June 30, 2024 and December 31,2023, there were 3.5 million and 2.9 million outstanding shares of Class B common stock held in the Company'streasury, respectively, with a cost basis of $31.8 million and $22.7 million, respectively, at a weighted average cost per share of $9.18 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 areno 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 June 30, 2024, There wereno 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 June 30, 2024, there wereno outstanding warrants to purchase shares of the Company's common stock.
Purchase of Equity of Subsidiaries
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 approvedan 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 intwo 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 totwo 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 thesecond 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 June 30, 2024, there were approximately $0.4 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 0.9 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 June 30, · Six Months Ended June 30, | |||||
|---|---|---|---|---|---|
| 2024 · 2023 · 2024 · 2023 | |||||
| (in thousands) | |||||
| Net income (loss) | $ | 132 | $73 | $158 | $(19) |
| Aggregate funding (provided by) paid to the Company, net | $ | (21) | $113 | $71 | $(79) |
Summarized combined balance sheet amounts related to CCE was as follows:
| June 30,2024 | December 31, 2023 | |
|---|---|---|
| (in thousands) | ||
| Assets | ||
| Cash, cash equivalents and restricted cash | $396 | $265 |
| Trade accounts receivable | 202 | 275 |
| Prepaid expenses and other current assets | 323 | 323 |
| Other assets | 362 | 360 |
| Total assets | $1,283 | $1,223 |
| Liabilities and noncontrolling interests | ||
| Current liabilities | $589 | $611 |
| Due to IDT Energy | 4,822 | 4,893 |
| Noncontrolling interests | (4,128) | (4,281) |
| Total liabilities and noncontrolling interests | $1,283 | $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 June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| Reported tax rate | 26.7% | 24.1% | 26.3% | 25.2% |
The reported tax rates for thethree and six months ended June 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 June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| (in thousands) · (in thousands) | ||||
| Basic weighted-average number of shares | 26,569 | 25,708 | 26,760 | 25,516 |
| Effect of dilutive securities: | ||||
| Non-vested restricted Class B common stock | 464 | 555 | 512 | 508 |
| Stock options and warrants | — | 58 | — | 49 |
| Diluted weighted-average number of shares | 27,033 | 26,321 | 27,272 | 26,073 |
Unissued vested deferred stock units in three andsix months ended June 30, 2023 pertain to the weighted average of restricted shares of the company's Class B common stock that the Company expected, at that time, to issue related to satisfaction of 2022 market conditions (see Note 13 — Equity) to the vesting of certain then outstanding deferred stock units.
There wereno other instruments excluded from the computation of diluted earnings per share for each of thethree andsix months ended June 30, 2024 and 2023.
Note 17—Related Party Transactions
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 thethree and six months ended June 30, 2024 and 2023 the Company recognized a loss ofminimal amount and $0.1 million, respectively, in connection with the investment. At June 30, 2024, the Company holds 0 Class B common stock of Rafael with a carrying value of $0.3 million. The Company does not exercise significant influence over the operating or financial policies of Rafael.
The Company was formerly a subsidiary of IDT Corporation (“IDT”). On October 28, 2011, the Company was spun-off by IDT. The Company entered into various agreements with IDT prior to the spin-off including an agreement for certain services to be performed by the Company and IDT. The Company also provides specified administrative services to certain of IDT’s foreign subsidiaries. Howard Jonas is the Chairman of the Board of IDT.
The charges for services provided by IDT to the Company, net of the charges for the services provided by the Company to IDT, are included in “Selling, general and administrative” expense in the consolidated statements of operations.
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |
| (in thousands) · (in thousands) | ||||
| Amount IDT charged the Company | $304 | $310 | $523 | $634 |
| Amount the Company charged IDT | $31 | $30 | $67 | $61 |
The following table presents the balance of receivables and payables to IDT:
| June 30, 2024 | December 31, 2023 | |
|---|---|---|
| (in thousands) | ||
| Due to IDT | $170 | $165 |
| Due from IDT | $20 | $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 total of $0.4 million in 2023 related to premium of various insurance policies that were brokered by IGM. There wasno outstanding payable to IGM as of June 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.
Investments in Atid 613
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 for thethree months ended June 30, 2024. The Company did not recognize any equity in net loss from Atid 613 for the three months ended June 30, 2023.
Note 18—Business Segment Information
The Company hastwo 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 brokerage 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 |
|---|---|---|---|---|
| Revenues | $86,718 | $3,978 | $— | $90,696 |
| Income (loss) from operations | 14,611 | (1,390) | (2,658) | 10,563 |
| Depreciation and amortization | 46 | 150 | — | 196 |
| Stock-based compensation | 260 | 9 | 189 | 458 |
| Provision for doubtful accounts receivables | 481 | — | — | 481 |
| Provision for (benefit from) income taxes | 4,454 | (231) | (758) | 3,465 |
| Revenues | $89,733 | $3,730 | $— | $93,463 |
| Income (loss) from operations | 18,417 | (1,276) | (2,106) | 15,035 |
| Depreciation and amortization | 83 | 13 | — | 96 |
| Stock-based compensation | 275 | 9 | 472 | 756 |
| Provision for (benefit from) income taxes | 5,369 | (474) | (1,030) | 3,865 |
| Provision for doubtful accounts receivables | 798 | — | — | 798 |
| Revenues | $199,183 | $11,201 | $— | $210,384 |
| Income (loss) from operations | 28,860 | (2,036) | (6,412) | 20,412 |
| Depreciation and amortization | 151 | 264 | — | 415 |
| Stock-based compensation | 507 | 17 | 683 | 1,207 |
| Provision for (benefit from) income taxes | 8,543 | (841) | (1,317) | 6,385 |
| Provision for doubtful accounts receivables | 1,210 | — | — | 1,210 |
| Revenues | $191,145 | $7,594 | $— | $198,739 |
| Income (loss) from operations | 34,864 | (2,425) | (6,129) | 26,310 |
| Depreciation and amortization | 165 | 26 | — | 191 |
| Stock-based compensation | 548 | 10 | 1,047 | 1,605 |
| Provision for (benefit from) income taxes | 10,019 | (789) | (1,297) | 7,933 |
| Provision for doubtful accounts receivables | 1,372 | — | — | 1,372 |
Total assets for the business segments of the Company were as follows
| (in thousands) | GRE | Genie Renewables | Corporate | Total |
|---|---|---|---|---|
| Total assets: | ||||
| June 30, 2024 | $207,940 | $34,815 | $80,028 | $322,783 |
| 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 $11.4 million and $20.6 million at June 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 March 31, 2024, there is insufficient basis to deem any loss probable or to assess the amount of any possible loss. For thethree and six months ended June 30, 2024, Resident Energy’s gross revenues from sales in Illinois were $8.2 million and $20.7 million, respectively. For thethree and six months ended June 30, 2023, Resident Energy’s gross revenues from sales in Illinois was $10.4 million and $24.0 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 $140.5 million at June 30, 2024, of which $126.3 million was for future purchase of electricity. The purchase commitments outstanding as of June 30, 2024 are expected to be paid as follows:
| (in thousands) | |
|---|---|
| Remainder of 2024 | $76,313 |
| 2025 | 53,645 |
| 2026 | 9,505 |
| 2027 | 1,020 |
| Thereafter | — |
| Total payments | $140,483 |
In thethree months ended June 30, 2024, the Company purchased $19.9 million and $8.1 million of electricity and renewable energy credits, respectively, under these purchase commitments. In thesix months ended June 30, 2024, the Company purchased $44.5 million and $9.9 million of electricity and renewable energy credits, respectively, under these purchase commitments. In thethree months ended June 30, 2023, the Company purchased $15.2 million and $5.7 million of electricity and renewable energy credits, respectively, under these purchase commitments. In thesix months ended June 30, 2023, the Company purchased $24.3 million and $12.2 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 June 30, 2024, GRE had commitments to purchase renewable energy credits of $14.2 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 June 30, 2024, the balance of short-term and long-term restricted cash and cash equivalents of the Captive are $5.1 million and $46.4 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 investments in equity securities included in other current assets and other assets in the consolidated balance sheets (see Note 9). The Company also recognized a $0.6 million and $1.7 million provision for captive insurance liability for thethree andsix months ended June 30, 2024, respectively, related to the Captive's exposure for the insured risks. At June 30, 2024, the current portion of the captive insurance liability of $0.4 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 forsix months ended June 30, 2024 (in thousands):
| Current and noncurrent captive insurance liabilities, beginning | $45,088 |
|---|---|
| Changes for the provision of prior year claims | 2,810 |
| Changes for the provision for current year claims | (1,134) |
| Payment of claims | — |
| Current and noncurrent captive insurance liabilities, end | $46,764 |
The captive insurance liability outstanding at June 30, 2024 is expected to be paid as follows (in thousands).
| Remainder of 2024 | $182 |
| 2025 | 907 |
| 2026 | 2,038 |
| 2027 | 3,072 |
| 2028 | 3,709 |
| Thereafter | 36,856 |
| Total payments | $46,764 |
Performance Bonds and Unused Letters of Credit
GRE has performance bonds issued through a third party for certain utility companies and for the benefit of various states in order to comply with the states’ financial requirements for REPs. At June 30, 2024, GRE had aggregate performance bonds of $21.4 million outstanding and minimal amount of unused letters of credit.
BP Energy Company Preferred Supplier Agreement
Certain of GRE’s REPs are party to an Amended and Restated Preferred Supplier Agreement with BP, which is to be in effect through November 30, 2026. Under the agreement, the REPs purchase electricity and natural gas at market rate plus a fee. The obligations to BP are secured by a first security interest in deposits or receivables from utilities in connection with their purchase of the REPs’ customer’s receivables, and in any cash deposits or letters of credit posted in connection with any collateral accounts with BP. The ability to purchase electricity and natural gas under this agreement is subject to satisfaction of certain conditions including the maintenance of certain covenants. At June 30, 2024, the Company was in compliance with such covenants. At June 30, 2024, restricted cash—short-term of $0.8 million and trade accounts receivable of $59.1 million were pledged to BP as collateral for the payment of trade accounts payable to BP of $20.1 million at June 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 June 30, 2024, there are no letters of credit issued by JP Morgan Chase Bank. At June 30, 2024, the cash collateralof $4.5 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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.