UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED ~~September 30, 2020~~March 31, 2021

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

Commission File Number: 1-35327

GENIE ENERGY LTD.

(Exact Name of Registrant as Specified in its Charter)

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

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

(973) 438-3500

(Registrant’s telephone number, including area code)

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

Title of each Class	Trading Symbol	Name of exchange of which registered
Class B common stock, par value $0.01 per share	GNE	New York Stock Exchange
Series 2012-A Preferred stock, par value $0.01 per share	GNE-PRA	New York Stock Exchange

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

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

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

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

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

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

As of ~~November 4, 2020~~May 5, 2021, the registrant had the following shares outstanding:

Class A common stock, $0.01 par value:	1,574,326 shares
Class B common stock, $0.01 par value:	~~24,645,374~~24,639,342 shares (excluding ~~1,319,876~~1,466,596 treasury shares)

GENIE ENERGY LTD.

TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION			1

	Item 1.	Financial Statements (Unaudited)	1

		CONSOLIDATED BALANCE SHEETS	1

		CONSOLIDATED STATEMENTS OF OPERATIONS	2

		CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME	3

		CONSOLIDATED STATEMENTS OF EQUITY	4

		CONSOLIDATED STATEMENTS OF CASH FLOWS	6

		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	7

	Item 2.	~~Management’s~~Management's Discussion and Analysis of Financial Condition and Results of Operations	2728

	Item 3.3	Quantitative and Qualitative Disclosures About Market Risks	#

	~~Item 4.~~	~~Controls and Procedures~~	#

~~PART II. OTHER INFORMATION~~			41

	~~Item 1.~~	~~Legal Proceedings~~	#

	~~Item 1A.~~	~~Risk Factors~~	41

	Item 2.4	Controls and Procedures	41
	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	41
PART II. OTHER INFORMATION			42

	Item 3.1.	~~Defaults upon Senior Securities~~Legal Proceedings	4142

	Item 4.1A.	~~Mine Safety Disclosures~~Risk Factors	4142

	Item 5.2.	~~Other Information~~Unregistered Sales of Equity Securities and Use of Proceeds	4142

	Item 6.3.	~~Exhibits~~Defaults upon Senior Securities	42

~~SIGNATURES~~	Item 4.	Mine Safety Disclosures	42

	Item 5.	Other Information	42

	Item 6.	Exhibits	43

SIGNATURES			44

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

GENIE ENERGY LTD.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

	September 30, 2020			December 31, 2019			March 31, 2021			December 31, 2020
	(Unaudited)			(Note 1)			(Unaudited)			(Note 1)
Assets
Current assets:
Cash and cash equivalents	$	19,556		$	31,242		$	24,371		$	36,913
Restricted cash—short-term		29,104			6,792			6,827			6,271
Trade accounts receivable, net of allowance for doubtful accounts of $4,285 and $2,631 at September 30, 2020 and December 31, 2019, respectively		44,787			49,822
Marketable equity securities								10,455			5,089
Trade accounts receivable, net of allowance for doubtful accounts of $9,891 and $8,793 at March 31, 2021 and December 31, 2020, respectively								67,691			60,778
Inventory		13,414			16,632			19,020			16,930
Prepaid expenses		4,181			6,318			5,707			4,633
Other current assets		4,271			2,133			5,724			3,206
Total current assets		115,313			112,939			139,795			133,820
Property and equipment, net		357			3,607			226			259
Goodwill		12,213			12,135			25,977			25,929
Other intangibles, net		5,067			6,837			10,059			11,645
Investment in equity method investees		483			675
Restricted cash—long-term		570			520
Deferred income tax assets, net		7,316			12,154			4,652			4,882
Other assets		7,573			7,377			10,548			10,804
Total assets	$	148,892		$	156,244		$	191,257		$	187,339
Liabilities and equity
Current liabilities:
Loan payable	$	1,422		$	921		$	0—		$	1,453
Trade accounts payable		22,889			24,387			42,016			43,005
Accrued expenses		31,326			26,116			50,654			42,762
Contract liability		1,033			13,426			3,758			5,609
Income taxes payable		1,548			1,591			2,103			1,893
Due to IDT Corporation, net		115			381			188			257
Short-term revolving line of credit		—			2,514
Other current liabilities		2,109			2,820			5,662			2,494
Total current liabilities		60,442			72,156			104,381			97,473
Long-term notes payable		—			777
Other liabilities		1,952			2,381			3,452			3,787
Total liabilities		62,394			75,314			107,833			101,260
Commitments and contingencies
Equity:
Genie Energy Ltd. stockholders’ equity:
Preferred stock, $0.01 par value; authorized shares—10,000:
Series 2012-A, designated shares—8,750; at liquidation preference, consisting of 2,322 shares issued and outstanding at September 30, 2020 and December 31, 2019		19,743			19,743
Class A common stock, $0.01 par value; authorized shares—35,000; 1,574 shares issued and outstanding at September 30, 2020 and December 31, 2019		16			16
Class B common stock, $0.01 par value; authorized shares—200,000; 25,808 and 25,785 shares issued and 24,521 and 24,755 shares outstanding at September 30, 2020 and December 31, 2019, respectively		258			258
Series 2012-A, designated shares—8,750; at liquidation preference, consisting of 2,322 shares issued and outstanding at March 31, 2021 and December 31, 2020								19,743			19,743
Class A common stock, $0.01 par value; authorized shares—35,000; 1,574 shares issued and outstanding at March 31, 2021 and December 31, 2020								16			16
Class B common stock, $0.01 par value; authorized shares—200,000; 26,106 and 25,966 shares issued and 24,786 and 24,646 shares outstanding at March 31, 2021 and December 31, 2020, respectively								261			260
Additional paid-in capital		140,935			139,615			141,496			140,746
Treasury stock, at cost, consisting of 1,287 and 1,030 shares of Class B common stock at September 30, 2020 and December 31, 2019		(9,572	)		(7,675	)
Treasury stock, at cost, consisting of 1,320 shares of Class B common stock at March 31, 2021 and December 31, 2020								(9,839	)		(9,839	)
Accumulated other comprehensive income		2,800			2,519			3,255			3,827
Accumulated deficit		(52,691	)		(59,671	)		(59,014	)		(56,658	)
Total Genie Energy Ltd. stockholders’ equity		101,489			94,805			95,918			98,095
Noncontrolling interests		(14,991	)		(13,875	)		(12,494	)		(12,016	)
Total equity		86,498			80,930			83,424			86,079
Total liabilities and equity	$	148,892		$	156,244		$	191,257		$	187,339

See accompanying notes to consolidated financial statements.

GENIE ENERGY LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Nine Months Ended September 30,						Three Months Ended March 31,
	2020			2019			2021			2020
	(in thousands)						(in thousands)
Operating activities
Net income	$	13,498		$	2,367
Adjustments to reconcile net income to net cash provided by operating activities:
Net (loss) income							$	(2,694	)	$	6,421
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		2,219			2,797			1,331			826
Impairment of assets		993			—			0—			192
Deferred income taxes		4,838			1,591			230			2,353
Provision for doubtful accounts receivable		2,209			453			1,126			608
Loss on sale of assets held for sale		456			—
Unrealized gain marketable equity securities and investment								(4,107	)		0—
Stock-based compensation		1,331			1,106			589			483
Equity in the net loss in equity method investees		1,698			2,106
Equity in the net (income) loss in equity method investees								(110	)		379
Gain on deconsolidation of subsidiaries		(98	)		—			0—			(98	)
Change in assets and liabilities:
Trade accounts receivable		2,827			(1,607	)		(9,904	)		3,719
Inventory		3,218			264			(2,090	)		(1,429	)
Prepaid expenses		2,166			(395	)		(1,380	)		(1,356	)
Other current assets and other assets		(633	)		1,243			888			(8,473	)
Trade accounts payable, accrued expenses and other current liabilities		2,018			2,152			7,885			3,344
Contract liability		(12,393	)		3,378			(1,859	)		(9,648	)
Due to IDT Corporation		(266	)		(81	)		(68	)		(244	)
Income taxes payable		(43	)		563			210			206
Net cash provided by operating activities		24,038			15,937
Net cash used in operating activities								(9,953	)		(2,717	)
Investing activities
Capital expenditures		(125	)		(343	)		(20	)		(5	)
Proceeds from disposal of assets held for sale		48			—
Payment for acquisition of intangible		(298	)		—
Investments in equity method investee		(1,502	)		(719	)
Payments for business acquisition, net of cash acquired		—			(1,852	)
Investments in notes receivables		—			(214	)
Purchase of marketable equity securities								(1,000	)		0—
Repayment of notes receivable		14			132			13			0—
Net cash used in investing activities		(1,863	)		(2,996	)		(1,007	)		(5	)
Financing activities
Dividends paid		(7,543	)		(7,220	)		(370	)		(370	)
Repayment of short-term debt—Lumo		—			(2,260	)
Proceeds from exercise of stock options		18			1,405
Proceeds from revolving line of credit		1,000			—			0—			1,000
Repayment of revolving line of credit		(3,514	)		—
Purchase of Class B common stock from employees upon vesting of restricted shares		(263	)		(315	)
Proceeds from loan		1,395			—
Repayment of loan payable		(930	)		—
Purchases of Class B common stock		(1,634	)		(3,415	)		0—			(88	)
Repayment of notes payable		(25	)		(37	)		0—			(9	)
Net cash used in financing activities		(11,496	)		(11,842	)
Net cash (used in) provided by financing activities								(370	)		533
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		(3	)		12			(69	)		23
Net increase in cash, cash equivalents, and restricted cash		10,676			1,111
Net increase in cash, cash equivalents, and restricted cash, including cash balances classified as held for sale								(11,399	)		(2,166	)
Less: Cash balances classified as held for sale								(587	)		0—
Net decrease in cash, cash equivalents, and restricted cash								(11,986	)		(2,166)
Cash, cash equivalents, and restricted cash at beginning of period		38,554			44,197			43,184			38,554
Cash, cash equivalents, and restricted cash at end of period	$	49,230		$	45,308		$	31,198		$	36,388

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

Revenues from Shoreditch are accrued based on an estimate of the quantity in units of electricity or natural gas supplied to customers by profile class. The estimate is made using historical consumption patterns, industry estimated consumption rates, and takes into consideration industry reconciliation processes.

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

The Company recognizes the incremental costs of obtaining a contract with a customer as an asset if it expects the benefit of those costs to be ~~received in a period~~ longer than one year. The Company determined that certain sales commissions to acquire customers meet the requirements to be capitalized. For GRE, ~~and GRE International other than Lumo,~~ the Company applies a practical expedient to expense costs as incurred for sales commissions to acquire customers as the period would have been one year or less. Incremental customer acquisition cost of ~~Lumo~~certain GRE International entities are capitalized and amortized over the range of between eighteen and twenty-four months. These costs and the related amortization are recorded within sales and marketing expenses. Total capitalized customer acquisition costs to obtain ~~a contract~~customer contracts were ~~$0.2~~$0.3 million and ~~$0.6~~$0.2 million for the three ~~and nine~~ months ended ~~September 30,~~ March 31, 2021 and 2020, respectively. ~~Total capitalized customer acquisition costs to obtain a contract were~~ ~~$0.2 million and $0.6~~ ~~million~~ ~~for the three and~~ ~~nine months ended September 30, 2019~~, ~~respectively~~. At ~~September 30, 2020,~~March 31, 2021, customer acquisition costs of ~~$0.6~~$0.5 million and $0.1 million ~~and $0.1~~ ~~million~~ ~~were~~ included in other current assets and other assets, respectively, on the ~~Company's~~ consolidated balance sheet. The Company recognized $0.2 million of amortization of capitalized customer acquisition cost, in each of the three months ended March 31, 2021 and 2020. The Company continuously monitors its customer relationship periods to ensure compliance with the application of the standard.

Disaggregated Revenues

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

Electricity

Natural Gas

Other

Total

(in thousands)

Three Months Ended September 30, 2020

Fixed rate

$
41,707

$
631

$
—

$
42,338

Variable rate

50,086

2,093

—

52,179

Other

—

—

1,809

1,809

Total

$
91,793

$
2,724

$
1,809

$
96,326

Three Months Ended September 30, 2019

Fixed rate

$
39,994

$
528

$
—

$
40,522

Variable rate

41,479

2,641

—

44,120

Other

—

—

1,071

1,071

Total

$
81,473

$
3,169

$
1,071

$
85,713

Nine Months Ended September 30, 2020

Fixed rate

$
99,278

$
3,200

$
—

$
102,478

Variable rate

128,393

20,990

—

149,383

Other

—

—

24,591

24,591

Total

$
227,671

$
24,190

$
24,591

$
276,452

Nine Months Ended September 30, 2019

Fixed rate

$ 88,027

$ 2,313

$ —

$ 90,340
Variable rate

108,115

24,756

—

132,871
Other

—

—

10,127

10,127
Total

$ 196,142

$ 27,069

$ 10,127

$ 233,338

	Electricity		Natural Gas		Other		Total
	(in thousands)
Three Months Ended March 31, 2021
Fixed rate	$	55,155	$	13,534	$	0—	$	68,689
Variable rate		48,516		15,538		0—		64,054
Other		0—		0—		2,598		2,598
Total	$	103,671	$	29,072	$	2,598	$	135,341

Three Months Ended March 31, 2020
Fixed rate	$	27,519	$	1,832	$	0—	$	29,351
Variable rate		42,453		14,238		0—		56,691
Other		0—		0—		18,009		18,009
Total	$	69,972	$	16,070	$	18,009	$	104,051

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

	Electricity		Natural Gas		Other		Total		Electricity		Natural Gas		Other		Total
	(in thousands)								(in thousands)
Three Months Ended September 30, 2020
Three Months Ended March 31, 2021
Non-Commercial Channel	$	75,214	$	1,747	$	—	$	76,961	$	89,205	$	26,963	$	0—	$	116,168
Commercial Channel		16,579		977		—		17,556		14,466		2,109		0—		16,575
Other		—		—		1,809		1,809		0—		0—		2,598		2,598
Total	$	91,793	$	2,724	$	1,809	$	96,326	$	103,671	$	29,072	$	2,598	$	135,341

Three Months Ended September 30, 2019
Three Months Ended March 31, 2020
Non-Commercial Channel	$	66,092	$	2,072	$	—	$	68,164	$	60,972	$	14,372	$	0—	$	75,344
Commercial Channel		15,381		1,097		—		16,478		9,000		1,698		0—		10,698
Other		—		—		1,071		1,071		0—		0—		18,009		18,009
Total	$	81,473	$	3,169	$	1,071	$	85,713	$	69,972	$	16,070	$	18,009	$	104,051

Nine Months Ended September 30, 2020
Non-Commercial Channel	$	190,970	$	20,750	$	—	$	211,720
Commercial Channel		36,701		3,440		—		40,141
Other		—		—		24,591		24,591
Total	$	227,671	$	24,190	$	24,591	$	276,452

Nine Months Ended September 30, 2019
Non-Commercial Channel	$	164,183	$	22,986	$	—	$	187,169
Commercial Channel		31,959		4,083		—		36,042
Other		—		—		10,127		10,127
Total	$	196,142	$	27,069	$	10,127	$	233,338

Certain revenue contracts ~~in GES~~at Genie Renewables include provisions that require advance payment from customers. These advance payments received under revenue contracts 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 the future periods is recognized as contract liability.

Customers of Shoreditch can elect to be on a budget plan. Under this type of plan, a monthly installment amount is calculated based on estimated annual usage. Contract liabilities are adjusted monthly based on actual and estimated usage of the customers. Annually, the budget plan is reconciled to actual annual usage.

The ~~decrease~~following table summarized the changes in ~~contract liabilities from January 1, 2020 to September 30, 2020 is primarily related to~~ the ~~shipment of solar panels to a customer during the period.~~liabilities.

Goodwill was allocated to the GRE International 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.

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		Level 1 (1)		Level 2 (2)		Level 3 (3)		Total
	(in thousands)								(in thousands)
September 30, 2020
March 31, 2021
Assets:
Marketable equity securities									$	10,455	$	0—	$	0—	$	10,455
Derivative contracts	$	461	$	121	$	—	$	582	$	649	$	92	$	0—	$	741
Liabilities:
Derivative contracts	$	543	$	—	$	—	$	543	$	482	$	0—	$	0—	$	482
December 31, 2019
December 31, 2020
Assets:
Marketable equity securities									$	5,089	$	0—	$	0—	$	5,089
Other current assets (Investments in warrants)									$	0—	$	0—	$	259	$	259
Derivative contracts	$	5	$	322	$	—	$	327	$	1,237	$	118	$	0—	$	1,355
Liabilities:
Derivative contracts	$	1,569	$	410	$	—	$	1,979	$	286	$	0—	$	0—	$	286

(1) – quoted prices in active markets for identical assets or liabilities

(2) – observable inputs other than quoted prices in active markets for identical assets and liabilities

(3) – no observable pricing inputs in the market

The Company’s derivative contracts consist of natural gas and electricity put and call options and swaps. The underlying asset in the Company’s put and call options is a forward contract. The Company’s swaps are agreements whereby a floating (or market or spot) price is exchanged for a fixed price over a specified period.

The Company did not have any transfers of assets or liabilities between Level 1, Level 2 or Level 3 of the fair value measurement hierarchy during the period ended ~~September 30, 2020~~March 31, 2021 and ~~2019.~~2020.

1012

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 and long-term, trade receivables, due to IDT Corporation, other current assets and other current liabilities. At ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the carrying amounts of these assets and liabilities approximated fair value. The fair value estimate for restricted cash—short-term and long-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, revolving line of credit and notes payable. At ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, other assets included notes receivable. At ~~September 30, 2020,~~March 31, 2021, the outstanding balance of the sellers of ~~Lumo's~~Lumo Finlands's one-time put option was not significant and was included in other liabilities account in the consolidated balance sheet. The carrying amount of the note receivable ~~revolving line of credit~~ and ~~notes~~loans payable 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 following table presents the items measured at fair value on a non-recurring basis:

	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	(in thousands)								(in thousands)
September 30, 2020
March 31, 2021
Impairment of property and equipment	$	—	$	—	$	993	$	993	$	0—	$	0—	$	0—	$	0—
December 31, 2019
December 31, 2020
Impairment of goodwill	$	—	$	—	$	400	$	400	$	0—	$	0—	$	1,397	$	1,397

The primary non-recurring fair value estimates typically are in the context of business acquisitions (Note 5) which involve a combination of Level 2 and Level 3 inputs, goodwill impairment testing, which involves Level 3 inputs, and asset impairments (Note 8) which utilize Level 3 inputs.

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

The following table summarizes the percentage of consolidated revenues from customers that equal or exceed 10.0% of the Company’s consolidated revenues in the period (no other single customer accounted for more than 10.0% of consolidated revenues in these periods):

~~The following table summarizes the percentage of consolidated trade receivable by customers that equal or exceed 10.0% of consolidated trade receivables at September 30, 2020~~At March 31, 2021 and December 31, ~~2019 (no other~~2020 no single customer accounted for 10.0% or greater of our consolidated trade ~~receivable as of September 30, 2020 or December 31, 2019):~~

Note 7—Derivative Instruments

The primary risk managed by the Company using derivative instruments is commodity price risk, which is accounted for in accordance with Accounting Standards Codification 815 — Derivatives and Hedging. Natural gas and electricity put and call options and swaps are entered into as hedges against unfavorable fluctuations in market prices of natural gas and electricity. The Company does not apply hedge accounting to these options or swaps, therefore the changes in fair value are recorded in earnings. By using derivative instruments to mitigate exposures to changes in commodity prices, the Company exposes itself to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Company, which creates credit risk. The Company minimizes the credit or repayment risk in derivative instruments by entering into transactions with high-quality counterparties. At ~~September 30, 2020,~~March 31, 2021, GRE’s swaps and options were traded on the Intercontinental Exchange. GRE International's swaps and options were traded through counterparties.

The summarized volume of GRE’s outstanding contracts and options at ~~September 30, 2020~~March 31, 2021 was as follows (MWh – Megawatt hour and Dth – Decatherm):

Settlement Dates

Volume

Electricity (in MWH)

Gas (in Dth)

Fourth quarter 2020

134,931

563,030

First quarter 2021

127,092

532,550

Second quarter 2021

—

113,500

Third quarter 2021

36,000

82,400

Fourth quarter 2021

—

72,900

First quarter 2022

—

72,600

Second quarter 2022

—

43,800
Third quarter 2022

—

11,450
Fourth quarter 2022

—

10,400
First quarter 2023

—

10,700
Second quarter 2023

—

2,000
Third quarter 2023

—

150

Settlement Dates	Volume
	Electricity (in MWH)		Gas (in Dth)
Second quarter 2021		99,116		166,600
Third quarter 2021		257,968		104,950
Fourth quarter 2021		45,800		103,650
First quarter 2022		0—		100,700
Second quarter 2022		0—		60,850
Third quarter 2022		0—		24,740
Fourth quarter 2022		0—		27,950
First quarter 2023		0—		29,900
Second quarter 2023		0—		12,850
Third quarter 2023		0—		8,400
Fourth quarter 2023		0—		8,750
First quarter 2024		0—		4,700
Second quarter 2024		0—		500

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

Asset Derivatives	Balance Sheet Location	September 30, 2020		December 31, 2019		Balance Sheet Location	March 31, 2021		December 31, 2020
		(in thousands)					(in thousands)
Derivatives not designated or not qualifying as hedging instruments:
Energy contracts and options¹	Other current assets	$	540	$	324	Other current assets	$	738	$	1,338
Energy contracts and options	Other assets		42		3	Other assets		2		17
Total derivatives not designated or not qualifying as hedging instruments — Assets		$	582	$	327		$	740	$	1,355

Liability Derivatives

Derivatives not designated or not qualifying as hedging instruments:
Energy contracts and options¹	Other current liabilities	$	526		1,909	Other current liabilities	$	437		245
Energy contracts and options	Other liabilities		17		70	Other liabilities		45		41
Total derivatives not designated or not qualifying as hedging instruments — Liabilities		$	543	$	1,979		$	482	$	286

(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											Amount of Gain (Loss) Recognized on Derivatives
Derivatives not designated or not qualifying as	Location of Loss Recognized	Three Months Ended September 30,					Nine Months Ended September 30,					Location of Loss Recognized	Three Months Ended March 31,
hedging instruments	on Derivatives		2020		2019		2020		2019			on Derivatives		2021		2020
		(in thousands)					(in thousands)						(in thousands)
Energy contracts and options	Cost of revenues	$	(4,764)	$	(5,367	)	$	(23,352)	$	(16,197	)	Cost of revenues	$	2,887	$	(12,388	)

~~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, 2020 to ~~September 30, 2020:~~March 31, 2021:

GRE
GRE International

GES
Total

(in thousands)

Balance at January 1, 2020

$
9,998
$
1,733

$ 404
$
12,135

Cumulative translation adjustment

—

78

—

78
Balance at September 30, 2020

$
9,998
$
1,811

$ 404
$
12,213

	GRE		GRE International		Genie Renewables		Total
	(in thousands)
Balance at January 1, 2021	$	9,998	$	15,931	$	0—	$	25,929
Cumulative translation adjustment		0—		48		0—		48
Balance at March 31, 2021	$	9,998	$	15,979	$	0—	$	25,977

In the fourth quarter of 2020, the Company performed quantitative impairment analysis for its Prism reporting unit as a result of lower than expected results of operations in 2020. As a result of this test, the Company concluded that the carrying value Prism reporting unit exceeded its fair value of reporting unit including the allocated goodwill. Therefore, the Company recognized a goodwill impairment charge of $0.4 million.

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

	Weighted Average Amortization Period		Gross Carrying Amount		Accumulated Amortization		Net Balance		Weighted Average Amortization Period		Gross Carrying Amount		Accumulated Amortization		Net Balance
	(in thousands)								(in thousands)
September 30, 2020
March 31, 2021
Patents and trademarks		17.0 years	$	3,855	$	767	$	3,088		14.9 years	$	5,548	$	1,014	$	4,534
Non-compete agreements		3.0 years		35		21		14		2.0 years		2,113		546		1,567
Customer relationships		4.5 years		3,093		2,121		972		3.6 years		4,945		1,399		3,546
Licenses		10.0 years		1,224		231		993		10.0 years		479		67		412
Total			$	8,207	$	3,140	$	5,067			$	13,085	$	3,026	$	10,059
December 31, 2019
December 31, 2020
Trademark		17.1 years	$	3,842	$	560	$	3,282		14.9 years	$	5,534	$	878	$	4,656
Non-compete agreement		1.6 years		148		126		22		2.0 years		2,096		75		2,021
Customer relationships		3.9 years		6,706		3,941		2,765		3.1 years		6,907		2,922		3,985
Licenses		10.0 years		895		127		768		10.0 years		1,224		241		983
Total			$	11,591	$	4,754	$	6,837			$	15,761	$	4,116	$	11,645

In the second quarter of 2020, Prism renegotiated a contract with its main customer which resulted in impairment of customer relationship of $0.8 million included in the consolidated statements of operations.

~~Amortization expense of intangible assets (including minimal amounts reported in cost of revenues) was $0.3million and $1.3million in the three and nine months ended September 30, 2020, respectively.~~ Amortization expense of intangible assets (including minimal amounts reported in cost of revenues) was $~~0.5~~1.3 million and $~~1.5~~0.7 million in the three months ended March 31, 2021 and ~~nine months ended September 30, 2019~~2020, respectively. The Company estimates that amortization expense of intangible assets will be ~~$0.4~~$2.7 million, ~~$0.5~~$2.8 million, ~~$0.5~~$0.6 million, ~~$0.5~~$0.6 million, $~~0.5~~0.6 million and ~~$2.7~~$2.8 million for the remainder of ~~2020,~~2021, and for ~~2021,~~ 2022, 2023, 2024, 2025 and thereafter, respectively.

Note ~~16—~~15— (Loss) 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 increase is anti-dilutive.

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

	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2020		2019		2020		2019		2021		2020
	(in thousands)				(in thousands)				(in thousands)
Basic weighted-average number of shares		25,928		26,683		26,107		26,603		26,004		26,108
Effect of dilutive securities:
Stock options and warrants		711		737		628		744		0—		534
Non-vested restricted Class B common stock		130		249		104		194		0—		107
Diluted weighted-average number of shares		26,769		27,669		26,839		27,541		26,004		26,749

The following shares were excluded from the diluted earnings per share computations:

	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2020		2019		2020		2019		2021		2020
	(in thousands)				(in thousands)				(in thousands)
Stock options		—		126		126		126
Shares underlying options and warrants										579		126
Non-vested restricted Class B common stock										71		0—
Non-vested deferred stock units		610		—		610		—		610		610

In three months ended March 31, 2021, the diluted loss per share computation equals basic loss per share because the Company has a net loss and the impact of the assumed exercise of stock options and warrants and the vesting of the restricted stock and deferred stock units would have been anti-dilutive.

Stock options were excluded from the diluted earnings per share computation in the ~~nine~~three months ended ~~September 30,~~March 31, 2020 ~~and the three and nine months ended September 30, 2019~~ because the exercise prices of the stock options were greater ~~that~~than the average market prices of the Company's stock during the periods.

Non-vested deferred stock units were excluded from the basic and diluted weighted average shares outstanding calculation because the market condition for vesting of those deferred stock units were not met as of ~~September 30,~~March 31, 2021 and 2020.

1920

Note ~~17—~~16—Related Party Transactions

In December 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. 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. The Company does not exercise significant influence over the operating or financial policies of Rafael. For the three months ended March 31, 2021, the Company recognized unrealized gain on investment of $4.1 million. At March 31, 2021, the carrying values of investments in the common stock was $10.5 million.

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. ~~Also, the~~The Company also provides specified administrative services to certain of IDT’s foreign subsidiaries.

The Company leases office space and parking in New Jersey ~~and Israel~~ from Rafael ~~Holdings, Inc. ("Rafael")~~ a former subsidiary of IDT that was spun off from IDT in March 2018. Howard S. Jonas is the Chairman of the Board of Directors ~~and Chief Executive Officer~~ of Rafael. The leases expire in April 2025.

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

		Three Months Ended September 30,					Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019			2020		2019			2021		2020
	(in thousands)					(in thousands)					(in thousands)
Amount IDT charged the Company		$	286	$	260		$	806	$	698		$	250	$	272
Amount the Company charged IDT		$	35	$	36		$	114	$	115		$	39	$	38
Amount Rafael charged the Company		$	56	$	56		$	168	$	166		$	57	$	56

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

	September 30, 2020		December 31, 2019		March 31, 2021		December 31, 2020
	(in thousands)				(in thousands)
Due to IDT	$	162	$	434	$	239	$	299
Due from IDT	$	47	$	45	$	51	$	40
Due to Rafael	$	—	$	—	$	0—	$	0—

The Company had minimal transactions with Zedge, Inc. (“Zedge”) related to certain employees of the Company providing services to Zedge. Zedge was majority-owned subsidiary of IDT that was spun-off from IDT in June 2016. Howard Jonas is a director and Vice Chairman of the Board of Directors of Zedge. There is minimal amount due from Zedge at ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020

The Company had notes receivable outstanding from employees of a nominal amount and $0.2 million at September 30, 2020 and December 31, 2019, respectively, which were included in “Other assets” in the accompanying consolidated balance sheet.

~~From~~ ~~2012~~ to ~~2015~~,On August 31, 2018, the Company extended a ~~series of loans~~loan to ana former employee ~~with an aggregate principal amount of $0.5 million (“Promissory Notes”).~~for $0.1 million. The ~~Promissory Notes bore~~loan agreement required scheduled payments starting on December 31, 2020 and December 2052. The loan bears the same interest equivalent to a minimum rate, in effect from time to time required by local ~~regulations. The Notes~~regulations and the related unpaid accrued interest were due on May 1, 2019. On August 31, 2018, the Company entered into a Loan Modification Agreement with the employee to restructure the Promissory Notes with outstanding balance of $0.5 million including $0.1 million of accrued interest. Pursuant to the Loan Modification Agreement, the employee paid the Company $0.4 million and the remaining outstanding balance of $0.1 million of the Promissory Notes and the related accrued interest is ~~to be repaid between December 2020 and December 2052.~~compounded annually. The Company recorded minimal amounts of interest income for the ~~nine~~three months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~ related to this debt. The outstanding balance, including accrued interest was $0$0.1 million as of ~~September 30, 2020.~~March 31, 2021.

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, the Company’s Corporate Secretary. 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 $0.3 million in ~~2019~~2020 related to premium of various insurance policies that were brokered by IGM. There was no0 outstanding payable to IGM was as of ~~September 30, 2020.~~March 31, 2021. 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.

~~See~~ ~~Note 9,~~ ~~Investment~~Investments in ~~Equity Method Investees,~~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 accounts for using equity method of accounting. The Company recognized a minimal amount and $0.3 million of equity in net loss from Atid 613 for the three months ended March 31, 2021 and 2020. The carrying value of investments in Atid 613 was $0.1 million at March 31, 2021 and December 31, 2020 included in other noncurrent assets in the consolidated balance sheets.

The Company also entered into a Shareholder Agreement with Atid 613's other shareholders to govern certain issues regarding management of the new company. Under the Shareholder Agreement, among other things, Genie Israel has agreed to make available to Atid 613 working capital financing up to $0.4 million ("Credit Facility"). The credit Facility bears a variable interest rate as defined in the Shareholder Agreement. As of March 31, 2021, the outstanding balance of Credit Facility was 0nil.

On August 12, 2019, the Company, together with the other shareholders of Atid 613 signed a Funding Agreement to provide aggregate loans to Atid 613 in an amount of up to New Israeli Shekel or NIS 5.1 million (equivalent to $1.5 million at March 31, 2021), including the Company's commitment to extend up to NIS1.9 million (equivalent to $0.5 million at March 31, 2021) of such amount. In August 2019, the Company extended NIS0.8 million (equivalent to $0.2 million) in loans. The loans which are secured by Atid 613’s assets bore 0 interest until March 1, 2020 and bear interest at 5.5% for ~~details of notes~~all subsequent periods. At March 31, 2021, there were $0.2 million loan receivables from Atid ~~613.~~613, included in other current assets in the Company's consolidated balance sheet.

The Company also issued letters of credit in favor of Atid 613 of up to $0.9 million. At March 31, 2021, the letters of credit had not been drawn upon.

Note ~~18—~~17—Business Segment Information

The Company has 43 reportable business segments: GRE, GRE International and Genie Renewables. In March 2021, the Company modified its management reporting to rename its GES ~~and GOGAS.~~ segment as "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.~~States and Texas. GRE International, operates REPs in the United Kingdom, Japan, Finland and ~~Sweden and manages the Company's share in operations of Shoreditch in the U.K.~~Sweden. ~~GES~~Genie Renewables designs, manufactures and distributes solar panels, ~~and also~~ offers energy brokerage and advisory ~~services. The GOGAS segment is comprised of the Company’s 86.1% interest in Afek, an oil~~services and ~~gas exploration project in the Golan Heights in Northern Israel, whose operations have been suspended. The GOGAS segment~~ also ~~owns inactive oil shale projects and the Company's~~ sells third-party products to customers. C~~equity investment in Atid 613. Corporate~~orporate 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		GRE International			GES			GOGAS			Corporate			Total		GRE		GRE International			Genie Renewables		Corporate			Total
Three Months Ended September 30, 2020
Three Months Ended March 31, 2021
Revenues	$	89,492	$	5,830		$	1,004		$	—		$	—		$	96,326	$	90,667	$	42,186		$	2,488	$	0—		$	135,341
Income (loss) from operations		12,333		(1,574)			(719)			(146)			(1,409)			8,485		1,204		(6,661	)		559		(1,677	)		(6,575	)
Equity in the net loss of equity method investees		—		—			—			142			4			146
Depreciation and amortization																		118		1,201			12		0—			1,331
Equity in the net income of equity method investees																		0—		0—			0—		110			110

Three Months Ended September 30, 2019
Three Months Ended March 31, 2020
Revenues	$	81,649	$	3,039		$	1,025		$	—		$	—		$	85,713	$	79,145	$	6,953		$	17,953	$	0—		$	104,051
Income (loss) from operations		10,856		(1,560	)		(798	)		(283	)		(1,270	)		6,945		13,018		(2,519	)		342		(1,627	)		9,214
Depreciation and amortization																		112		490			208		16			826
Equity in net loss of equity method investees		—		—			—			148			90			238		0—		0—			0—		379			379

Nine Months Ended September 30, 2020
Revenues	$	235,108	$	17,820		$	23,524		$	—		$	—		$	276,452
Income (loss) from operations		31,306		(4,701)			(1,489)			(541)			(4,147)			20,428
Impairment of assets		—		—			993			—			—			993
Equity in the net loss of equity method investees		—		1,502			—			179			17			1,698

Nine Months Ended September 30, 2019
Revenues	$	212,598	$	10,751		$	9,989		$	—		$	—		$	233,338
Income (loss) from operations		18,941		(4,911	)		(1,711	)		(828	)		(3,989	)		7,502
Equity in net the (loss) income of equity method investees		—		1,938			—			78			90			2,106

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

(in thousands)	GRE		GRE International		GES		GOGAS		Corporate		Total		GRE		GRE International			Genie Renewables		Corporate			Total
Total assets:
September 30, 2020	$	116,925	$	10,104	$	5,538	$	10,522	$	5,803	$	148,892
December 31, 2019		105,937		11,468		19,383		10,873		8,583		156,244
March 31, 2021													$	103,058	$	56,272		$	2,856	$	29,071		$	191,257

December 31, 2020 (as reported)														101,904		62,180			3,171		28,851			196,106
Adjustments														0—		(6,907	)		0—		(1,860	)		(8,767	)
December 31, 2020 (as adjusted)														101,904		55,273			3,171		26,991			187,339

The Company discovered an immaterial error in the reporting of segment assets in Note 18 – Business Segment and Geographical Information in our Annual Report on Form 10-K for the year ended December 31, 2020. The error solely affected the total assets of the GRE International segment and corporate assets and had no effect on the consolidated balance sheet, statements of operations or statements of cash flows. Accordingly, the Company’s total revenues, net earnings, earnings per share, total cash flows, cash and cash equivalents, liquidity and shareholders’ equity remain unchanged. The Company’s compliance with any financial covenants under our borrowing facilities also was not affected. The identified error individually or in the aggregate is not material to its financial statements taken as a whole and does not require previously filed reports to be amended.

Note 1918—Commitments and Contingencies

Legal Proceedings

On October 5, 2018, named plaintiffs Scott Mackey and Daniel Hernandez filed a putative class action complaint against IDT Energy in the United States District Court for the Northern District of Illinois alleging violations of the Telephone Consumer Protection Act, 47 ~~U.S.C. §~~ ~~227~~ et seq. The named plaintiffs filed the suit on behalf of: (1) a putative Cell Phone class consisting of all persons in the U.S. to whom IDT Energy and/or a third party acting on IDT Energy’s behalf allegedly made one or more telemarketing calls promoting IDT Energy’s goods or services to their cellular telephone number through the use of an automatic telephone dialing system or an artificial or prerecorded voice within the four year period preceding the filing of the complaint and (2) a putative Do-Not-Call class consisting of all persons in the U.S. who allegedly received more than one call from IDT Energy and/or some party acting on IDT Energy’s behalf promoting IDT Energy’s goods or services in a 12-month period on their cellular phone or residential telephone line and whose number appears on the National Do-Not-Call registry within the four year period preceding the filing of the complaint. ~~On October 31, 2019, the court granted~~ IDT Energy's motion to bifurcate individual and class claims (staying class discovery) to expedite discovery and dispositive motions related to the named plaintiffs. On January 9, 2020, the court granted IDT Energy's motion for summary judgement to dismiss one of the named plaintiffs for lack of personal jurisdiction. The remaining named plaintiff filed a motion to compel class discovery which was denied by the Court. On July 14, 2020, IDT Energy filed a motion for summary judgment to dismiss the remaining named plaintiff. IDT Energy denies the allegations in the complaint, which it believes to be meritless and plans to vigorously defend this action. Based upon the Company’s preliminary assessment of this matter, a loss is not considered probable, nor is the amount of loss, if any, estimable as of September 30, 2020.

On February 18, 2020, named Plaintiff Danelle Davis filed a putative class action complaint against Residents Energy and GRE in United States District of New Jersey alleging violations of the Telephone Consumer Protection Act, 47 U.S.C § 227 et seq. Resident Energy denies allegations in the complaint and plans to vigorously defend this action. ~~Based upon the Company's preliminary assessment of this matter, a loss is not considered probable, nor is the amount of loss if any, estimable as of September 30, 2020.~~ On or around October 9, 2020, Residents Energy filed a preliminary motion to dismiss one of the counts in the complaint, and to dismiss ~~GRE~~Genie Retail Energy as a named defendant.Although Residents Energy and GRE deny any wrongdoing in connection with the complaints, the parties settled the matter for a minimal amount which was included in selling general and administrative expenses for three months ended March 31, 2021.

~~In 2018, the Company settled previously filed class actions alleging harm caused by unlawful sales and marketing practices.~~

On July 23, 2019, the Chapter 7 Trustee of the Aspirity Holdings, LLC bankruptcy filed an adversary complaint against Diversified Trading Company, LLC (f/k/a Kreiger Enterprises, LLC, "Krieger") and its subsidiaries and affiliates in connection with a note payable by Krieger to Aspirity. GRE purchased Retail Energy Holdings, LLC ("REH") which owns the TSE entities (which were subsidiaries of Krieger prior to the purchase) from Krieger in November 2016. One of the several counts in the complaints alleges that as subsidiaries of Kreiger at the time, REH and TSE, together with several other defendants, guaranteed Kreiger's obligations under the note. The Trustee is seeking combined damages of unpaid principal of approximately $16.0 million with unpaid accrued interest. The Company denies all allegations in the complaint and does not believe that REH or the TSE entities are liable for Krieger's obligations to Aspirity. On February 6, 2020, REH and the Trustee agreed to settle the dispute (withdrawal with full releases) in exchange for payment of $0.2 million by REH. On April 6, 2020, the parties signed a settlement agreement which was later approved by the Court. The Company accrued $0.2 million in the fourth quarter of 2019 and paid the settlement amount in June 2020.

In addition to the matters disclosed above, 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.

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 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.

New York Public Service Commission Orders

In December 2017, the New York Public Service Commission (“PSC”) held an evidentiary hearing to assess the retail energy market in New York. On December 12, 2019, following the completion of post-hearing briefings in the proceedings, the PSC issued orders adopting the changes to the New York retail energy market, effective ~~February 14, 2021~~April 16, 2020 ("2020 ~~Order"~~ Orders"). The 2020 ~~Order~~ Orders limits the types of ~~the~~ services energy retailer marketers may offer new customers or renewals, in terms of pricing for non-renewable commodities and renewable product offerings. Although the Company is working to ensure that its products and services are fully compatible with the 2020 Orders, such compliance may adversely impact customer acquisition and renewal revenue and profitability. The Company is evaluating its options, both by itself and in tandem with other industry participants, to challenge or petition for additional clarity and changes to the 2020 Orders. There is insufficient basis to deem any loss probable or to assess the amount of any possible loss based on the changes instituted by the 2020 ~~Order.~~ Orders. For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020 gross revenue from New York was ~~$14.3~~$17.1 million and ~~$43.2~~$17.5 million, respectively.

State of Connecticut Public Utilities Regulatory Authority

Town Square

On September 19, 2018, the State of Connecticut Public Utilities Regulatory Authority (“PURA”) commenced an investigation into Town Square following customer complaints of allegedly misleading and deceptive sales practices on the part of Town Square. The Connecticut Office of Consumer Counsel has joined in the investigation. Although Town Square denies any basis for those complaints and any wrongdoing on its part, ~~it is cooperating~~has cooperated with the investigation and ~~responding~~has responded to subpoenas for discovery. On June 17, 2020, PURA notified Town Square that it was advancing its investigation by assigning Prosecutorial ("PRO") staff for the purpose of investigating Town Square’s compliance with licensed electric supplier billing, marketing, and licensing requirements, and, if appropriate, facilitating settlement discussions among the parties that contains, but is not limited to, an appropriate civil penalty, extensive retraining of the supplier’s third-party agents, and retention of all sales calls with continued auditing. ~~If a~~As of March 31, 2021, the parties have been engaging in settlement is not achieved and PRO staff believe PURA should take further action regarding alleged non-compliance, PURA may request that PRO staff petition PURA setting forth its recommendations citing supporting facts and law.discussions. In connection with the foregoing, the Company accrued $0.4 million in the first quarter of 2021. For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020, Town Square’s gross revenues from sales in Connecticut was ~~$12.0~~$9.4 million and ~~$29.1~~$7.5 million, respectively. ~~As of~~ ~~September 30, 2020,no claims or demands have been made against Town Square by either agency, and there is insufficient basis to deem the loss probable or to the assess the amount of any possible loss.~~

In ~~December 2019, PURA issued~~May 2021, the parties reached a ~~Proposed Final Decision that would require electric suppliers~~settlement in principle, subject to ~~return all~~finalization of ~~their “Hardship Customers”~~a definitive settlement agreement, pursuant to ~~the local utility company by March 1, 2020. In January 2020, PURA issued~~which Town Square will pay $0.4 million.Town Square has also volunteered to refrain, from door-to-door marketing activities in Connecticut for a ~~Proposed Final Decision containing new marketing standards for electric suppliers to comply with. The supplier industry has filed opposition to both PURA decisions.~~ period of 15 months.

~~State of Illinois Office of the Attorney General~~Residents Energy

In ~~response~~August 2020, Residents Energy began marketing retail energy services to ~~complaints that IDT~~Connecticut. As of March 31, 2021, Residents Energy ~~enrolled consumers without their express consent~~serves 270 meters in Connecticut and ~~misrepresented~~for the amount of savings those consumers would receive, the Office of the Attorney General of the State of Illinois (“IL AG”) has been investigating the marketing practices of IDT Energy and has alleged violations of the 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~~. Shortly thereafter, the Illinois Commerce Commission ("IL ICC") commenced a similar investigation. Although IDT Energy denies any wrongdoing in connection with those allegations, the parties (including IL ICC) settled the matter pursuant to a court approved consent decree that includes restitution payments in the amount of $3.0 million, temporary suspension of all marking activities directed at new customers through December 31, 2020, and implementation of various compliance and reporting procedures.

In third quarter of 2018, the Company recorded a liability of $3.0 million recorded as a reduction of electricity revenues in the consolidated statements of operations. In third quarter of 2019, the Company settled the liability. For the three ~~and~~ ~~nine~~ months ended ~~September 30, 2020, IDT Energy’s~~March 31, 2021, Residents Energy's gross revenues from sales in ~~Illinois were $2.3~~Connecticut was $0.1 million. During the fourth quarter of 2020, the enforcement division of PURA contacted Residents Energy concerning customer complaints received in connection with alleged door-to-door marketing activities in violation of various rules and regulations, including a ban on door-to-door activities during the pertinent time period as a result of the COVID-19 pandemic. In January and February of 2021, Residents Energy responded to the limited information requests and discovery made by the enforcement division. On March 12, 2021, the enforcement division filed a motion against Resident Energy with the adjudicating body of PURA, seeking the assessment of $1.5 million in penalties, along with a suspension of license for eighteen months, auditing of marketing practices upon reinstatement and ~~$5.8~~an invitation for settlement discussions. Residents Energy believes that the initial demand is disproportionate to its scope of activity. Nevertheless, it has been engaging in settlement discussion with PURA. In connection with the foregoing, the Company accrued $0.3 million ~~respectively.~~in the first quarter of 2021.

In May 2021, the parties reached a settlement in principle, subject to finalization of a definitive settlement agreement, pursuant to which Residents will pay $0.3 million.Residents Energy has also volunteered to withdraw from the market in Connecticut for a period of 36 months.

Other Reviews or Investigations

From time to time regulators may initiate reviews, compliance checks or issue subpoenas for information as means to evaluate the Company and its subsidiaries’ compliance with applicable laws, rules, regulations and practices.

The Massachusetts Department of Public Utilities opened an informal review and information requests to determine whether the disproportionate number of low-income customers of Town Square, Residents Energy and several other energy retailers in the industry evidences a pattern of misconduct. In response to the information provided, the Massachusetts Department of Public Utilities has closed its review of Town Square Residents without further action.

On October 25, 2019, the Office of the Attorney General of the State of Illinois ("IL AGAG") notified Residents Energy (by way of subpoena) that it is conducting an investigation to assess compliance with the Illinois Consumer Fraud and Deceptive Business Practices Act. The notice was issued in the form of a subpoena in the course of the foregoing. The Company, which has responded in part, has challenged the merits of the subpoena and investigation which it believes is precluded by the broader settlement with IDT Energy. The IL AG is seeking to compel Residents Energy's response to its subpoena. Residents Energy denies any wrongdoing on its part. As of ~~September 30, 2020, no~~March 31, 2021, 0 claims or demands have been made against Residents Energy by the IL AG, and there is insufficient basis to deem any loss probable or to assess the amount of any possible loss.For the three months ended March 31, 2021 and 2020, Resident Energy’s gross revenues from sales in Illinois was $8.0 million and $9.0 million, respectively.

In response to certain customers complaints, the State of Maine Public Utility Commission ("MPUC") has opened a review of the door to door marketing practices of Town Square. In connection with the review, the MPUC has requested information from Town Square demonstrating compliance in the form of an order to show cause as to why its marketing practices are in compliance and it should be permitted to continue licensed operations in Maine. Town Square has responded to the request and is cooperating with MUPC's review. As of ~~September 30, 2020, no~~March 31, 2021, 0 claims or demands have been made against Town Square by MPUC, and there is insufficient basis to deem any loss probable or to assess the amount of any possible loss. Nevertheless, the parties are engaging in settlement discussions. For the three months ended March 31, 2021 and 2020, Town Square’s gross revenues from sales in Maine was $0.5 million and $0.3 million, respectively.

Other Commitments

Purchase Commitments

The Company had future purchase commitments of ~~$155.6~~$142.4 million at ~~September 30, 2020,~~March 31, 2021, of which ~~$99.5~~$90.1 million was for future purchase of electricity. The purchase commitments outstanding as of ~~September 30, 2020~~March 31, 2021 are expected to be paid as follows:

(in thousands)
Remainder of 2020	$	25,718
2021		69,184
Remainder of 2021			$	74,544
2022		38,753		43,994
2023		20,028		21,871
2024		1,880		1,884
2025				58
Thereafter		—		0—
Total payments	$	155,563	$	142,351

In three months ended ~~September 30, 2020,~~March 31, 2021, the Company purchased ~~$23.2~~$79.2 million and ~~$5.9~~$3.0 million of electricity and renewable energy credits, respectively, under these purchase commitments. ~~In the nine months ended September 30, 2020, Company purchased $43.1 million and $12.5 million of electricity and renewable energy credit, respectively.~~

Renewable Energy Credits

GRE must obtain a certain percentage or amount of its power supply from renewable energy sources in order to meet the requirements of renewable portfolio standards in the states in which it operates. This requirement may be met by obtaining renewable energy credits that provide evidence that electricity has been generated by a qualifying renewable facility or resource. At ~~September 30, 2020,~~March 31, 2021, GRE had commitments to purchase renewable energy credits of ~~$56.1~~$52.3 million.

Performance Bonds and Unused Letters of Credit

GRE has performance bonds issued through a third party for certain utility companies and for the benefit of various states in order to comply with the states’ financial requirements for REPs. At ~~September 30, 2020,~~March 31, 2021, GRE had aggregate performance bonds of ~~$13.3~~$13.7 million outstanding and unused letters of credit of ~~$2.3~~$2.2 million.

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, ~~2020.~~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 REPs’ customer’s receivables, and in any cash deposits or letters of credit posted in connection with any collateral accounts with BP. ~~In addition, the REPs must pay an advance payment of $2.5 million to BP each month that BP will apply to the next invoiced amount due to 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, 2020,~~March 31, 2021, the Company was in compliance with such covenants. At ~~September 30, 2020,~~March 31, 2021, restricted cash—short-term of ~~$23.9~~$1.1 million and trade accounts receivable of ~~$44.6~~$50.5 million were pledged to BP as collateral for the payment of trade accounts payable to BP of ~~$14.8~~$15.0 million at ~~September 30, 2020.~~March 31, 2021.

Shell Exclusive Supply Contract with Shoreditch

Shoreditch has an exclusive contract with Shell U.K. Limited ("Shell") to provide electricity and natural gas to Shoreditch until June 2024, with an option (not an obligation) to extend through June 2027. Shell provides access to the forward market such that Shoreditch can enter into forward hedge position for its customers which protects the Company from mark-to-market fluctuations. Shell also provides extended payment facilities of an additional 30 days compared to the United Kingdom payment terms up to a limit of £5.0 million at an interest of LIBOR plus 5.0%. Shell charges an additional £0.9 per therm of natural gas and Mwh of electricity for all delivered volume on top of the wholesale costs. The contract with Shell is secured by a pledge of the outstanding equity interest of Shoreditch. The contract is also subject to satisfaction of certain conditions including the maintenance of certain covenants which includes minimum levels of cash, gross margin, net worth, as defined in the contract, earnings before tax, as defined in the contract and provision for bad debts on accounts receivable. At March 31, 2021, Shoreditch was in compliance with such covenants. At March 31, 2021, Shoreditch's total liability to Shell was $6.7 million included in trade accounts payable and accrued expenses accounts in the consolidated balance sheet.

Note ~~20—~~19—Debt

Loan with Tokyo Star Bank

On November 28, 2019, Genie Japan entered into a Loan Agreement with Tokyo Star Bank for a ¥100.0 million (equivalent to $0.9 million) short-term credit facility. Genie Japan provided a letter of credit issued by JPMorgan Chase amounting to ¥100.0 million (equivalent to $0.9 million) as collateral. The outstanding principal amount incurred interest at Tokyo Star Bank's short-term prime rate plus 0.25% per annum. Interest was payable monthly and all outstanding principal and any accrued and unpaid interest matured on May 13, 2020. Genie Japan settled the Loan agreement and paid the outstanding balance of ¥100.0 million (equivalent to $0.9 million) on May 13, 2020.

On May 13, 2020, Genie Japan entered into a new Loan Agreement with Tokyo Star Bank for a ¥150.0 million (equivalent to $1.4 million) short-term credit facility ("May 2020 Loan"). with maturity date of November 13, 2020. On November 13, 2020, Genie Japan and Tokyo Star Bank amended the May 2020 Loan to extend the maturity date to May 13, 2021. Genie Japan provided a letter of credit issued by JPMorgan Chase in the amount of ¥150.0 million (equivalent to $1.4 million) as collateral. The outstanding principal amount incurs interest at 3.0% per ~~annum. Interest~~annum and is payable ~~monthly and all outstanding principal and any accrued and unpaid interest mature on November 13, 2020.~~monthly. At ~~September 30, 2020,~~March 31, 2021, $1.4 million was outstanding under the ~~May 2020 Loan.~~loan agreement. At ~~September 30,~~March 31, 2021 and December 31, 2020, the effective interest rate was 3.0%.

In March 2021, certain assets and liabilities of Genie Japan were classified as assets and liabilities held for sale including the outstanding balance of May 2020 Loan of $1.4 million (see Note 8). Liabilities held for sale was included in other current liabilities in the consolidated balance sheet as of March 31, 2021.

Revolving Line of Credit with Vantage Commodities

On April 4, 2017, GRE, IDT Energy, and other GRE subsidiaries entered into a Credit Agreement with Vantage Commodities Financial Services II, LLC ("Vantage") for a $20.0 million revolving loan facility. The borrowers consist of the Company’s subsidiaries that operate REP businesses, and those subsidiaries’ obligations are guaranteed by GRE. The borrowers have provided as collateral a security interest in their receivables, bank accounts, customer agreements, certain other material agreements and related commercial and intangible rights. The outstanding principal amount incurred interest at LIBOR plus 4.5% per annum. Interest was payable monthly, and all outstanding principal and any accrued and unpaid interest was due on the maturity date of April 3, 2020. At December 31, ~~2019,~~2020, $2.5 million was outstanding under the revolving line of credit with an effective interest rate of 6.41% per annum. In April 2020, the revolving line of credit expired and the Company paid the outstanding balance of $3.5 million in exchange for the release and termination of any further obligations and security interest.

Credit Agreement with JP Morgan Chase Bank

On December 5, 2019, the Company entered into anthe first amendment of ~~its existing~~ Credit Agreement with JPMorgan Chase Bank ~~( the “Credit~~(“Credit Agreement”) to extend the maturity date of December 31, 2020. On December 8, 2020, the Company entered into the second amendment of its existing Credit Agreement to extend the maturity date to December 31, 2021. The Company continues to have the aggregate principal amount of $5.0 million credit line facility (“Credit Line”). The Company pays a commitment fee of 0.1% per annum on 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 $5.1 million. As of, ~~September 30, 2020~~March 31, 2021, JP Morgan Chase Bank issued $2.3 million letters of credit from the Credit Line. As of ~~September 30, 2020~~March 31, 2021, none of the letters of credits were drawn upon. At ~~September 30, 2020~~March 31, 2021, the cash collateral of $5.2 million was included in restricted cash—short-term in the consolidated balance sheet.

Prism Notes Payable

On December 11, 2019, the Company refinanced Prism's outstanding 5.95% notes payable to Catskill Hudson Bank that were due in November 2019. The outstanding balance of notes payable of $0.9 million at December 11, 2019 was payable in monthly equal annual installments for period of ten years. The outstanding principal amount incurred fixed interest at 4.75% per annum. On October 16, 2020, Prism settled the notes payable to Catskill Bank with full payment of the remaining principal amount of $0.9 million.

Note ~~21—~~20—Recently Issued Accounting Standards

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases (Topic 842)~~, related to the accounting for leases. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. Subsequent to the issuance of ASU 2016-02, in July 2018, the FASB issued Accounting Standards Update No. 2018-10, Codification Improvements to Topic 842, Leases ("ASU 2018-10") and Accounting Standards Update No. 2018-11, Leases (Topic 842): Targeted Improvements ("ASU 2018-11"). The amendments in ASU 2018-10 clarify, correct or remove inconsistencies in the guidance provided under ASU 2016-02 related to sixteen specific issues identified. The amendments in ASU 2018-11 provide entities with an additional (and optional) transition method to adopt the new leases standard. Under the new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity's reporting for the comparative periods presented in the financial statements in the period of adoption will continue to be in accordance with ASC 840, Leases ("ASC 840"). An entity that elects this additional (and optional) transition method must provide the required disclosures under ASC 840 for all periods that continue to be in accordance with ASC 840. ASU 2018-11 also provides lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component if certain criteria are met. The effective date and transition requirements for these two standards are the same as the effective date and transition requirements of ASU 2016-02. The standards were effective for the Company beginning after December 15, 2018.

The Company adopted Topic 842 as of January 1, 2019 using a modified retrospective transition method. The financial results reported in periods prior to January 1, 2019 are not adjusted. The Company also elected the package of practical expedients, which among other things, does not require reassessment of lease classification. As most of the Company's leases do not provide an implicit rate, we used our collateralized incremental borrowing rate based on the information available at the lease implementation date in determining the present value of the lease payments. At January 1, 2019, the Company recognized $2.4 million of ROU assets related to the Company's operating leases. The ROU was included in other assets in the consolidated balance sheet. The Company also recognized $0.4 million and $2.0 million of current and noncurrent lease liabilities, included in other current liabilities and other liabilities in the consolidated balance sheets.

In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, that changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for losses. For available-for-sale debt securities with unrealized losses, entities will measure credit losses in a manner similar to current practice, except the losses will be recognized as allowances instead of reductions in the amortized cost of the securities. In addition, an entity will have to disclose significantly more information about allowances, credit quality indicators and past due securities. The new provisions will be applied as a cumulative-effect adjustment to retained earnings. The Company will adopt the new standard on January 1, 2023. The Company is currently evaluating ~~the impact that the new standard will have on its consolidated financial statements.~~

~~In June 2018, the FASB issued ASU No. 2018-07,~~ ~~Improvements to Nonemployee Share-Based Payment Accounting~~, to simplify several aspects of the accounting for nonemployee share-based payment transactions by expanding the scope of Topic 718, Compensation—Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of ~~Topic 718 to nonemployee awards except for specific~~this guidance ~~on inputs to an option pricing model~~ and has not yet determined the ~~attribution~~impact of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The Company adopted this ASU on January 1, 2019. The Company recorded additional $0.3 million to accumulated deficit on January 1, 2019. There was no impactits adoption on the ~~consolidated statements of operations and consolidated statements of cash flows.~~

~~In August 2018, the FASB issued ASU No. 2018-13,~~ ~~Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement~~, that eliminates certain disclosure requirements for fair value measurements for all entities, requires public entities to disclose certain new information and modifies some disclosure requirements. The amendments in this ASU are effective for the Company on January 1, 2020. Early application is permitted. The guidance on changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 measurements, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively. All other amendments should be applied retrospectively. The Company adopted the ASU on January 1, 2020. The adoption of the ASU does not have a significant impact on theCompany's consolidated financial statements.

~~In November 2018, the FASB issued ASU No. 2018-17,~~ ~~Targeted Improvements to Related Party Guidance for Variable Interest Entities~~, that changes how entities apply the variable interest entity ("VIE") guidance evaluate decision-making fees. The ASU provides guidance on whether these fees represent a variable interest, an entity considers indirect interests held through related parties under common control on a proportionate basis rather than in their entirety. When evaluating whether decision-making fees are a variable interest, indirect interest will be evaluated in a similar manner to how they are considered when identifying the primary beneficiary of a VIE. The new guidance in this ASU are effective for the Company on January 1, 2020. Early adoption was permitted. The Company adopted the ASU on January 1, 2020. The adoption of the ASU does not have a significant impact on the consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The ASU eliminates certain exceptions and adds guidance to reduce complexity in accounting for income taxes. Specifically, this guidance: (1) removes the intraperiod tax allocation exception to the incremental approach; (2) removes the ownership changes in investments exception in determining when a deferred tax liability is recognized after an investor in a foreign entity transitions to or from the equity method of accounting and applies this provision on a modified retrospective basis through a cumulative-effect adjustment to retained earnings at the beginning of the period of adoption; and (3) removes the exception to using the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. The ASU also simplifies accounting principles by making other changes, including requiring an entity to: (1) evaluate whether a step-up in tax basis of goodwill relates to a business combination or a separate transaction; (2) make a policy election to not allocate consolidated income taxes when a member of a consolidated tax return is not subject to income tax and to apply this provision retrospectively to all periods presented; and (3) recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and apply this provision either retrospectively for all periods presented or on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The provisions of this guidance (except as specifically mentioned above) are to be applied prospectively upon their effective date. The ASU is effective for annual reporting periods beginning after December 15, 2020, and interim periods within those years. ~~Early adoption is permitted but requires simultaneous~~measurements, and the narrative description of measurement uncertainty should be applied prospectively. All other amendments should be applied retrospectively. The Company adopted the ASU on January 1, 2021. The adoption of ~~all provisions of this guidance. The Company is currently evaluating~~ the ~~requirements of this guidance and has~~ASU does not ~~yet determined the~~have a significant impact ~~of its adoption~~ on the ~~Company's~~ consolidated financial ~~position, results of operations and cash flows.~~

statements.

Note 2221—Subsequent Event

On April 26, 2021~~Acquisition of Minority Interest in Shoreditch~~

On ~~October 8, 2020,~~ , the Company entered into an ~~agreement (the “Purchase Agreement”~~Equity Purchase Agreement ("Purchase Agreement") with ~~EGC under~~Hanhwa Q Cells Japan Co., Ltd. ("Hanhwa"), pursuant to which, ~~GEUK purchased EGC’s remaining~~the Company has agreed to sell its interest in ~~Shoreditch, in exchange~~Genie Japan for ~~a cash payment of £1.3~~¥570.0 million (equivalent to ~~$1.7~~approximately $5.3 million ~~on the date of closing) offset by £0.2 million (equivalent~~at April 26, 2021) subject to $0.2 million on the date of closing) in amounts owing from EGC to the Company under a loan provided to EGC in 2018 related to EGC’s capital contributions to Shoreditch. Following the transaction, Shoreditch is a wholly-owned subsidiary of GEUK.

~~Following the transaction, EGC has no rights~~certain terms and conditions set forth in the ~~management of Shoreditch~~Purchase Agreement. The sale is expected to close between May 11, 2021 and ~~GEUK has complete control over the activities of Shoreditch.~~

June 1, 2021.

The acquisition of the controlling interest of Shoreditch will be accounted for using the acquisition method of business combination under ASC 805, Business Combinations. The initial accounting for the business combination is incomplete due to the timing of the acquisition, therefore, the Company is unable to disclose certain information required by ASC 805. The Company will provide preliminary purchase price allocation information in the Company’s Annual Report on Form 10-K for the period ending December 31, 2020.

~~Sale of Assets Held for Sale~~

~~On October 16, 2020, the Company completed the sale of certain property of Prism classified as assets held of sale (see~~ ~~Note 9~~—~~Assets and Liabilities Held for Sale~~) with a carrying value of $2.4 million for net proceeds of $2.6 million. A portion of the net proceeds was used to settle the notes payable of Prism classified as liabilities held for sale at carrying value of $0.9 million.

2627

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

The following information should be read in conjunction with the accompanying consolidated financial statements and the associated notes thereto of this Quarterly Report, and the audited consolidated financial statements and the notes thereto and our Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, 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 Section21E of the Securities Exchange Act of 1934, including statements that contain the words “believes,” “anticipates,” “expects,” “plans,” “intends,” and similar words and phrases. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the results projected in any forward-looking statement. In addition to the factors specifically noted in the forward-looking statements, other important factors, risks and uncertainties that could result in those differences include, but are not limited to, those discussed below under Part II, Item IA and under Item 1A to Part I “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020. The forward-looking statements are made as of the date of this report and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Investors should consult all of the information set forth in this report and the other information set forth from time to time in our reports filed with the SEC pursuant to the Securities Act of 1933 and the Securities Exchange Act of 1934, including our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

Coronavirus Disease (COVID 19)

~~During~~Starting in the first quarter 2020, the world and the United States experienced the unprecedented impacts of the coronavirus disease 2019 (COVID-19) pandemic.

For the three ~~and nine~~ months ended ~~September 30, 2020,~~March 31, 2021, the impacts of COVID-19 are evident in several key aspects of our business operations and the corresponding financial impact has been mixed. ~~Our consolidated revenues for the three months ended September 30, 2020, compared to the same period in 2019, increased by $10.6 million equivalent to 12.4%.~~ ~~Our consolidated revenues for the~~ ~~nine months ended September 30, 2020, compared to the same period in~~ ~~2019, increased by $43.1 million equivalent to 18.5%.~~

Our customer base is predominantly residential, so we benefited from the increased demand for residential electricity when customers are working from their homes. On the other hand, like other retail providers, we suspended our face-to-face customer acquisition programs in March 2020 as public health measures were implemented to combat COVID-19, resulting in a decrease in gross meter acquisitions and ~~slight~~ a reduction in the U.S. domestic meters served. The reduction in gross meter acquisitions decreased our customer acquisition expense in the ~~second and third~~first quarter of 2021. compared to the same period in 2020. Churn for the ~~second and third~~first quarter of 2021 decreased compared to the same period in 2020, ~~decreased,~~ in part, due to our competitors suspending face to face marketing programs.

We did not experience any significant changes in our workforce composition and were able to implement our business continuity plans with no significant impact to our ability to maintain our operations. We continue to maintain strong physical and cybersecurity measures in order to both serve our operational needs with a remote workforce and to ensure that we continue to provide services to our customers. We face challenges due to the need to operate with a remote workforce and are continuing to address those challenges so as to minimize the impact on our ability to operate.

~~Beginning~~In the ~~third~~fourth quarter ~~specially at GRE,~~of 2020, authorities began relaxing certain COVID-19 public health restrictions ~~have begun to ease~~ in some of our markets which ~~allow~~allows us to resume face-to-face sales and marketing. Looking ahead, we expect to see a modest rebound in meter acquisition, however, any reversal of the easing of restrictions would impact that expected rebound.

There are many uncertainties regarding the impacts of the COVID-19 pandemic, and we are closely monitoring those impacts of on all aspects of its business, including how it will impact our customers, employees, suppliers, vendors, and business partners. We are currently unable to predict the impact that COVID-19 will have on our financial position and operating results due to the complexities of the impacts and numerous uncertainties that are beyond the Company's control. We expect to continue to assess the evolving impact of COVID-19 on our business and assets and intend to make adjustments accordingly.

Overview

We are comprised of Genie Retail Energy ("GRE"), Genie Retail Energy International ("GRE International"), and Genie Renewables. In March 2021, the Company modified its management reporting to rename theGenie Energy Services ("GES") ~~and Genie Oil & Gas ("GOGAS").~~ segment as "Genie Renewables."

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

GRE International holds the Company's ~~interest (which was 77.0% as of September 30, 2020) in its joint venture~~REPs that ~~serves~~serve retail customers in ~~the~~ United Kingdom ~~("U.K."), our wholly-owned~~under the name Orbit Energy, its 98.8% interest in venture in Japan ("Genie Japan"), its ~~92.5%~~91.7% interest in Lumo Energia Oyj ("~~Lumo"~~Lumo Finland"), a REP serving residential customers in Finland and ~~100% of~~its 98.9% interest in LumoEnergi AB ("Lumo Sweden"), which ~~serves~~was formed in 2019 to serve retail energy customers in ~~Sweden.~~ ~~In October 2020, the Company acquired the remaining~~ Sweden~~23.0% interest and controlling in Shoreditch which increased the Company's interest to~~ ~~100~~% .

~~GES~~Genie Renewables holds Diversegy, a retail energy advisory and brokerage company that serves commercial and industrial customers throughout ~~U.S.,~~the United States, Genie Solar Energy and CityCom Solar and manages our 60.0% controlling interest in ~~Prism and 100% interest in Genie Solar Energy.~~Prism. Prism is a solar solutions company that is engaged in U.S. based manufacturing of solar panels, solar installation design and solar energy project management. Genie Solar Energy sells rooftop solar ~~system~~systems to commercial and industrial clients.

CityCom~~We also operate (and own 97.0%~~ Solar is a marketer of the equity of GOGAS, an oil and gas exploration company and owns a minority interest in a contracted drilling services company ("Atid 613"). GOGAS’ four exploration projects are inactive. GOGAS holds 86.1% interest in Afek Oil and Gas ("Afek"), an oil and gas exploration project in the Golan Heights in Northern Israel. ~~GOGAS also holds a~~ ~~37.5% interest in a contracted drilling services company in Israel ("Atid613").~~community solar energy solutions.

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

Genie Retail Energy

GRE operates REPs that resell electricity and/or natural gas to residential and small business customers in Connecticut, Delaware, Georgia, Illinois, Maryland, Massachusetts, New Hampshire, New Jersey, New York, Ohio, Pennsylvania, Florida, Texas, Rhode Island, and Washington, D.C. GRE’s revenues represented approximately ~~92.9%~~67.0% and ~~95.3%~~76.1%% of our consolidated revenues in the three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019, respectively, and 85.0% and 91.1% in the nine months ended September 30, 2020 and 2019,~~ respectively.

Seasonality and Weather

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 ~~46.9%~~47.7% and ~~50.3%~~49.6% of GRE’s natural gas revenues for the relevant years were generated in the first quarter of ~~2019~~2020 and ~~2018,~~2019, 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 31.8% ~~and 29.5%~~ of GRE’s electricity revenues for ~~2019~~2020 and ~~2018, respectively,~~2019, 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.

Winter Storm in Texas

In mid-February of 2021, the State of Texas experienced unprecedented cold weather and snow. With the grid overtaxed due to demand and weather-related reduced supply and rolling blackouts being enforced, by order of the ERCOT, real-time commodity prices during the crisis escalated significantly. Although our supply commitment for our customers in Texas was reasonably hedged for reasonably foreseen winter weather conditions, the market conditions exposed us to further unexpected cost increases. Despite our cost increases related to the unprecedented price volatility in real-time electricity prices, we maintained customer rates under current agreements with customers. The impact on our consolidated profitability was approximately $13.0 million in additional costs related to the situation, which were in the cost of revenue for the first quarter of 2021.

Purchase of Receivables

Utility companies offer purchase of receivable, or POR, programs in most of the service territories in which ~~we operate.~~GRE operates. GRE’s REPs reduce their customer credit risk by participating in POR programs for a majority of their receivables. In addition to providing billing and collection services, utility companies purchase those REPs’ receivables and assume all credit risk without recourse to those REPs. GRE’s REPs’ primary credit risk is therefore nonpayment by the utility companies. In the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 the associated cost was approximately ~~1.2%~~1.1% of GRE's revenue. ~~In both the three and nine~~ ~~months ended September 30, 2019~~ ~~the associated cost was approximately 1.1% of~~ ~~GRE's~~ ~~revenue.~~ At ~~September 30, 2020, 85.8%~~March 31, 2021, 86.7% of GRE’s net accounts receivables were under a POR program.

Class Action Lawsuits

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

On October 5, 2018, two named plaintiffs filed a putative class action complaint against IDT Energy alleging violations of the Telephone Consumer Protection Act, 47 U.S.C. § 227 et seq. in connection with its telemarketing practices. IDT Energy denies the allegations in the complaint, which it believes to be meritless and is vigorously defending this action. On October 31, 2019, the court granted IDT Energy’s motion to bifurcate individual and class claims (staying class discovery) to expedite discovery and dispositive motions related to the named plaintiffs. On January 9, 2020, the Court granted IDT Energy’s motion for summary judgment to dismiss one of the named plaintiffs for lack of personal jurisdiction. The remaining named plaintiff filed a motion to compel class discovery which was denied by the Court. On July 14, 2020, IDT Energy filed a motion for summary judgment to dismiss the remaining named plaintiff. Based upon the Company’s assessment of this matter, a loss based on the merits is not considered probable, nor is the amount of loss, if any, estimable as of September 30, 2020.

On February 18, 2020, named Plaintiff Danelle Davis filed a putative class action complaint against Residents Energy and GRE in United States District of New Jersey alleging violations of the Telephone Consumer Protection Act, 47 U.S.C § 227 et seq. Residents Energy denies allegations in the complaint ~~which it to be meritless~~ and plans to vigorously defend this action. ~~Based upon the Company's preliminary assessment of this matter, a loss is not considered probable, nor is the amount of loss, nor is the amount of loss if any, estimable as of September 30, 2020.~~ On or around October 9, 2020, Residents Energy filed a preliminary motion to dismiss one of the counts in the complaint, and to dismiss GRE as a named defendant. Although Residents Energy and GRE denies any wrongdoing in connection with the complaints, the parties settled the matter for a minimal amount which was included in selling general and administrative expenses for three months ended March 31, 2021.

See Note ~~19,~~18, Commitments and Contingencies, in this Quarterly Report on Form 10-Q, which is incorporated by reference.

Agency and Regulatory Proceedings

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 Notes ~~19,~~18, Commitments and Contingencies, in this Quarterly Report on Form 10-Q, which is incorporated by reference, for further detail on agency and regulatory proceedings.

New York Public Service Commission Proceedings

In December 2017, the New York Public Service Commission (“PSC”) held an evidentiary hearing to assess the retail energy market in New York. On December 12, 2019, following the completion of post-hearing briefings in the proceedings, the PSC issued orders adopting changes to the New York retail energy market, effective ~~February~~April 14, 2021 (“2020 ~~Order”~~Orders”). The 2020 ~~Order~~Orders limits the types of services energy retailer marketers may offer new customers or renewals, in terms of pricing for non-renewable commodities, and renewable product offerings. Although the Company is working to ensure that its products and services are fully compatible with the 2020 Orders, such compliance may adversely impact customer acquisition and renewal revenue and profitability. The Company is evaluating its options, both by itself and in tandem with other industry participants, to challenge or petition for additional clarity and changes to the 2020 Orders. There is insufficient basis to deem any loss probable or to assess the amount of any possible loss based on the changes instituted by the 2020 ~~Order.~~Orders. As of ~~September 30, 2020,~~March 31, 2021, New York represented ~~20.6%~~18.6% of GRE’s total meters served and ~~15.6%~~14.0% of the total residential customer equivalents (“RCEs”) of GRE’s customer base. For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020 New York gross revenues were ~~$14.3~~$17.1 million and ~~$43.2~~$17.5 million, respectively.

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.

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State of Connecticut Public Utilities Regulatory Authority

Town Square

On September 19, 2018, the State of Connecticut Public Utilities Regulatory Authority (“PURA”) commenced an investigation into Town Square following customer complaints of allegedly misleading and deceptive sales practices on the part of Town Square. The Connecticut Office of Consumer Counsel has joined in the ~~investigation.~~investigation Although Town Square denies any basis for those complaints and any wrongdoing on its part, ~~it is cooperating~~has cooperated with the investigation and ~~responding~~responded to subpoenas for discovery. On June 17, 2020, the PURA notified Town Square that it was advancing it’s investigation by assigning Prosecutorial ("PRO") staff for the purpose of investigating Town Square’s compliance with licensed electric supplier billing, marketing, and licensing requirements, and, if appropriate, facilitating settlement discussions among the parties that contains, but is not limited to, an appropriate civil penalty, extensive retraining of the supplier’s third-party agents, and retention of all sales calls with continued auditing. ~~If a~~As of March 2021, the parties have been engaging in settlement is not achieved and PRO staff believe PURA should take further action regarding alleged non-compliance, PURA requests that PRO staff petition PURA setting forth its recommendations citing supporting facts and law.discussions. In connection with the foregoing, the Company accrued $0.4 million in the first quarter of 2021. As of ~~September 30, 2020,~~March 31, 2021, Town Square’s Connecticut customer base represented ~~13.0%~~9.3% of GRE’s total meters served and ~~14.3%~~10.1% of the total RCEs of GRE’s customer base. For three ~~and nine~~ months ended ~~September 30, 2020,~~March 31, 2021, Town Square’s gross revenues from sales in Connecticut were ~~$12.0~~$9.4 million and ~~$29.1~~$7.5 million, respectively. ~~As of~~ ~~September 30, 2020~~, ~~no claims or demands have been made against Town Square by either agency, and there is insufficient basis to deem the loss probable or to assess the amount of any possible loss.~~

~~State of Illinois Office of the Attorney General~~

In response to complaints that IDT Energy enrolled consumers without their express consent and misrepresented the amount of savings those consumers would receive, the Office of the Attorney General of the State of Illinois (“IL AG”) has been investigating the marketing practices of IDT Energy and has alleged violations of the 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~~~~. Shortly thereafter, the Illinois Commerce Commission ("IL ICC") commenced a similar investigation. Although IDT Energy denies any wrongdoing in connection with those allegations,~~May 2021, the parties ~~(including the IL ICC) settled the matter~~reached a settlement in principle, subject to finalization of a definitive settlement agreement, pursuant to which Town Square will pay $0.4 million.Town Square has also volunteered to refrain, from door-to-door marketing activities in Connecticut for a ~~court approved consent decree that includes restitution payments in the amount~~period of ~~$3.0 million, temporary suspension of all marking activities directed at new customers through December 1, 2020, and implementation of various compliance and reporting procedures.~~ 15 months.

Residents Energy

In ~~third quarter~~August of ~~2018,~~2020, Residents Energy began marketing retail energy services in Connecticut. Residents Energy serves 270 meters in Connecticut, and for the ~~Company recorded a liability of $3.0~~ million recorded as a reduction of electricity revenues in the consolidated statements of operations. In third quarter of 2019, the Company settled the liability. As of September 30, 2020, IDT Energy in Illinois represented 2.7% of GRE’s total meters served and 1.3% of the total RCEs of GRE’s customer base. For the ninethree months ended ~~September 30, 2020 and 2019, IDT Energy’s~~March 31, 2021, Residents Energy's gross revenues from sales in ~~Illinois were $2.3~~Connecticut was $0.1 million. During the fourth quarter of 2020, the enforcement division of PURA contacted Residents Energy concerning customer complaints received in connection with alleged door-to-door marketing activities in violation of various rules and regulations, including a ban on door-to-door activities during the pertinent time period as a result of the COVID-19 pandemic. In January and February of 2021, Residents Energy responded to the limited information requests and discovery made by the enforcement division. On March 12, 2021, the enforcement division filed a motion against Resident Energy with the adjudicating body of PURA, seeking the assessment of $1.5 million in penalties, along with a suspension of license for eighteen months, auditing of marketing practices upon reinstatement and ~~$5.8~~an invitation for settlement discussions. Residents Energy believes that the initial demand is disproportionate to its scope of activity. Nevertheless, Residents Energy has been engaging in settlement discussions with PURA. In connection with the foregoing, the Company accrued $0.3 million ~~respectively.~~in the first quarter of 2021.

Critical Accounting Policies

Our consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. Our significant accounting policies are described in Note 1 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020. 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 application of management’s most subjective or complex judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods. Our critical accounting policies include those related to revenue recognition, allowance for doubtful accounts, acquisitions, goodwill, and income taxes. Management bases its estimates and judgments on historical experience and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. For additional discussion of our critical accounting policies, see our Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

Recently Issued Accounting Standards

Information regarding new accounting pronouncements is included in Note ~~21—~~20—Recently Issued Accounting Standards, to the current period’s consolidated financial statements.

Results of Operations

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

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Three ~~and~~ ~~Nine~~ Months Ended ~~September 30, 2020~~March 31, 2021 ~~Compared to~~ ~~Three~~ and ~~Nine~~ Compared toThree Months Ended ~~September 30, 2019~~March 31, 2020

Genie Retail Energy Segment

��

		Three months ended September 30,			Change					Nine months ended September 30,				Change							Three months ended March 31,			Change
(amounts in thousands)		2020	2019		$		%			2020		2019			$		%				2021	2020		$			%
Revenues:
Electricity	$	86,200	$	78,480	$	7,720		9.8	%	$	210,350	$	185,529		$	24,821		13.4	%	$	73,387	$	63,075	$	10,312			16.3	%
Natural gas		2,724		3,169		(445)		(14.0)			24,190		27,069			(2,879)		(10.6)			17,280		16,070		1,210			7.5
Others		568		—		568		nm			568		—			568		nm
Total revenues		89,492		81,649		7,843		9.6			235,108		212,598			22,510		10.6			90,667		79,145		11,522			14.6
Cost of revenues		63,559		55,953		7,606		13.6			164,521		153,980			10,541		6.8			75,701		51,542		24,159			46.9
Gross profit		25,933		25,696		237		0.9			70,587		58,618			11,969		20.4			14,966		27,603		(12,637	)		(45.8	)
Selling, general and administrative expenses		13,600		14,840		(1,240)		(8.4)			39,281		39,677			(396)		(1.0)			13,762		14,585		(823	)		(5.6	)
Income from operations	$	12,333	$	10,856	$	1,477		(13.6)	%	$	31,306	$	18,941		$	12,365		65.3	%	$	1,204	$	13,018	$	(11,814	)		90.8	%

~~nm—notmeaningful~~

Revenues. Electricity revenues increased by ~~9.8%~~16.3% in three months ended ~~September 30, 2020~~March 31, 2021 compared to the same period in ~~2019~~2020. The increase is due to an increase in electricity consumption partially offset by a decrease in the average rate per kilowatt hour sold in the three months ended ~~September 30, 2020~~March 31, 2021 compared to the same period in ~~2019.~~2020. Electricity consumption by GRE’s REPs' customers increased by ~~17.8~~% 22.8% in the three months ended ~~September 30, 2020~~March 31, 2021, compared to the same period in ~~2019~~2020. The increase in electricity consumption reflected a ~~20.3%~~23.0% increase in average consumption per meter partially offset by a ~~2.1%~~0.2% decrease in average number of meters served. The increase in per meter consumption reflects a sustained focus on the acquisition of higher consumption meters, ~~warmer~~colder weather in the ~~2020 period~~three months ended March 31, 2021 compared to ~~2019~~the same period in 2020 and increased residential electricity consumption resulting from COVID-19 "stay-at-home" orders. The average rate per kilowatt hour sold decreased ~~6.8~~%5.2% in the three months ended ~~September 30, 2020~~March 31, 2021 compared to the same period in ~~2019~~.2020.

~~Electricity~~GRE’s natural gas revenues increased by ~~13.4%~~7.5% in ~~nine~~the three months ended ~~September 30, 2020~~March 31, 2021 compared to the same period in ~~2019.~~ 2020. The increase ~~is due~~in natural gas revenues in the three months ended March 31, 2021 compared to the same period in 2020 was a result of an increase in ~~electricity~~natural gas consumption partially offset by a decrease in ~~the~~ average ~~rate~~revenue per kilowatt hour sold in the nine months ended September 30, 2020 compared to the same period in 2019. Electricity consumption by GRE’s REPs' customers increased 22.1% in the nine months ended September 30, 2020, compared to the same period in 2019. The increase in electricity consumption reflected an increase in the averag~~e number of meters served which increased by 7.1% and in the average consumption per meter which increased by 14.0% in the nine months ended September 30, 2020~~therm sold. ~~compared to the same period in 2019. The average rate per kilowatt hour sold decreased 7.1% in the nine months ended September 30, 2020 compared to the same period in 2019.~~

~~GRE’s natural gas revenues decreased by 14.0% in the three months ended September 30, 2020 compared to the same period in 2019.~~ Natural gas consumption by GRE’s REPs’ customers ~~decreased~~increased by ~~5.0%~~11.3% in the three months ended ~~September 30, 2020~~March 31, 2021 compared to the same period in ~~2019~~2020, reflecting a ~~10.2%~~17.4% increase in average consumption per meter partially offset by a 5.2% decrease in average meters served in the three months ended ~~September 30, 2020~~March 31, 2021 compared to the same period in ~~2019 partially offset~~2020. The average revenue per therm decreased by ~~5.8% increase in average consumption per meter~~3.4% in the three months ended ~~September 30, 2020~~March 31, 2021, compared to the same period in ~~2019.~~ ~~The decrease is also due to a decrease in average rate per therm sold which decreased by 9.5% in the three months ended September 30, 2020, compared to the same period in 2019.~~2020.

~~GRE’s natural gas revenues decreased in the nine months ended September 30, 2020 compared to the same period in 2019.~~ The decrease is due to decreases in natural gas consumption by GRE's REPs' customers and average rate per therm sold in the nine months ended September 30, 2020, compared to the same period in 2019. Natural gas consumption by ~~GRE’sREPs’~~ ~~customers decreased~~ ~~4.2% in the nine months ended September 30, 2020 compared to the same period in~~ ~~2019~~ ~~reflecting a~~ ~~2.7% decrease in average consumption per meter in the nine months ended September 30, 2020 compared to the same period in~~ ~~2019~~ ~~and a decrease of 1.5% in average meters served~~ ~~in the~~ ~~nine months ended September 30, 2020~~ ~~compared to the same period in~~ ~~2019~~. ~~Average rate per~~ ~~therm~~ ~~sold decreased by~~ ~~6.7% in the~~ ~~nine months ended September 30, 2020, compared to the same period in~~ ~~2019~~.

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

(in thousands)	September 30, 2020	June 30, 2020		March 31, 2020		December 31, 2019		September 30, 2019		March 31, 2021	December 31, 2020		September 30, 2020		June 30, 2020		March 31, 2020
Meters at end of quarter:
Electricity customers	309		310		313		297		314	308		305		309		310		313
Natural gas customers	67		64		71		73		74	65		65		67		64		71
Total meters	376		374		384		370		388	373		370		376		374		384

Gross meter acquisitions in three months ended ~~September 30, 2020,~~March 31, 2021, were ~~44,000~~62,000 compared to ~~76,000~~69,000 for the same period in ~~2019. Gross meter acquisitions in~~2020. The decrease reflects the ~~nine months ended September 30, 2020, were 154,000 compared to 252,000 for the same period in 2019. The decreases reflect reduced sales activity in the second quarter of 2020 as a result~~effects of COVID-19 related public health restrictions on certain sales ~~channels. Gross meter acquisition~~channels that remain in ~~the nine months ended September 30, 2019 includes the impact of a municipal aggregation deal in New Jersey which added approximately 35,000 meters.~~effect.

Meters served increased by ~~2,000~~3,000 meters or ~~0.5% from June 30, 2020 to September 30, 2020. Meters served decreased by 6,000 or 2.1%~~0.8% from December 31, ~~2019~~2020 to ~~September 30, 2020.~~March 31, 2021. In three months ended ~~September 30, 2020~~March 31, 2021, average monthly churn ~~decreased~~increased to ~~3.7~~%4.9% compared to ~~5.3~~%4.4% for same period in ~~2019~~2020. ~~In nine months ended September 30, 2020, average monthly churn decreased to 4.1% compared to 5.0% for the same period in 2019.~~ The reduction in churn reflects the impact of a shift in our customer mix related to channel, product and geography as well as continuing increase in the ratio of fixed rate to variable rate customers, where fixed rate customers generally have lower rates of churn. ~~The reduction in churn also reflects decreased sales activity by competitors as a result of COVID-19 related restrictions.~~

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.

RCEs increased ~~7.0~~5.2% at ~~September 30, 2020~~March 31, 2021 compared to ~~September 30, 2019~~March 31, 2020 reflecting our recent focus on adding higher consumption meters, ~~warmer~~colder than average weather in three months ended March 31, 2021 compared the same period in 2020 and COVID-19 driven shift to ~~work-from-home.~~

~~Other revenue~~work-from-home which increased per-meter consumption in ~~the three and nine months ended September 30, 2020 included commission from selling third-party products to customers.~~our residential centric customer base.

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

Cost of revenues for electricity increased in the three months ended ~~September 30, 2020~~March 31, 2021 compared to the same period in ~~2019~~2020 primarily because of ~~an increase~~increases in electricity consumption by GRE’s REPs’ customers ~~partially offset by a decrease in~~and the average unit cost of electricity. The average unit cost of electricity ~~decreased~~ ~~3.4~~%increased 25.7% in the three months ended ~~September 30, 2020~~March 31, 2021 compared to the same period in ~~2019~~2020. A significant portion of the increase resulted from incremental cost incurred as an effect of a major winter storm in Texas as discussed above. Gross margin on electricity sales decreased in the three months ended ~~September 30, 2020~~March 31, 2021 compared to the same period in ~~2019~~2020 because the average rate charged to customers decreased ~~more than the decrease in~~while the average unit cost of ~~electricity.~~electricity increased.

Cost of revenues for ~~electricity~~natural gas increased in the ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 compared to the same period in ~~2019~~2020 primarily because of an increase in ~~electricity~~natural gas consumption by ~~GRE’s REPs’~~GRE'sREPs' customers partially offset by a decrease in the average unit cost of electricity. The average unit cost of electricity decreased 9.2% in the nine months ended September 30, 2020 compared to the same period in 2019. Gross margin on electricity sales increased in the nine months ended September 30, 2020 compared to the same period in 2019 because the average rate charged to customers decreased less than the decrease in the average unit cost of electricity.

~~Cost of revenues for natural gas decreased in the three months ended September 30, 2020 compared to the same period in 2019 primarily because of a decrease in the~~ average unit cost of natural ~~gas partially offset by increase in natural gas consumption by GRE's REPs' customers.~~gas. The average unit cost of natural gas decreased ~~11.3%~~2.0% in the three months ended ~~September 30, 2020~~March 31, 2021 compared to the same period in ~~2019.~~2020. Gross margin on natural gas sales decreased in the three months ended ~~September 30, 2020~~March 31, 2021 compared to the same period in ~~2019~~2020 because the average rate charged to customers decreased more than the decrease in the average unit cost of natural gas.

Cost of revenues for natural gas decreased in the nine months ended September 30, 2020 compared to the same period in 2019 primarily because of decreases in both natural gas consumption of GRE's REP's customers and the average unit cost of natural gas and natural gas consumption by GRE's REPs' customers. The average unit cost of natural gas decreased 23.0% in the nine months ended September 30, 2020 compared to the same period in 2019. Gross margin on natural gas sales increased in the nine months ended September 30, 2020 compared to the same period in 2019 because the average rate charged to customers decreased less than the decrease in the average unit cost of natural gas.

Selling, General and Administrative. The decrease in selling, general and administrative expense in the three months ended ~~September 30, 2020~~March 31, 2021 compared to the same period in ~~2019~~2020 was primarily due to decreases in ~~both marketing and~~ customer acquisition costs and employee-related costs partially offset by an increase in ~~provision for doubtful accounts and costs related to POR programs. Marketing and customer~~marketing expenses. Customer acquisition expenses decreased by $~~1.8~~$1.3 million in the three months ended ~~September 30, 2020,~~March 31, 2021, compared to the same period in ~~2019~~2020 due to reduced pace of customer acquisition activities ~~related to~~resulting from COVID-19 related public health restrictions. Employee-related expenses ~~slightly~~ decreased by $~~0.1~~$0.6 million in the three months ended ~~September 30, 2020~~March 31, 2021 compared to the same period in ~~2019~~2020 primarily due to a reduction in the number of employees. ~~Provision for doubtful accounts and costs related to POR programs~~Marketing expenses increased by ~~$1.0~~$.0.7 million in three months ended ~~September 30, 2020~~March 31, 2021 compared to the same period in ~~2019~~2020 as a result of ~~entrance~~expenses incurred on different marketing channels to ~~non-POR markets (which led to an increase in~~offset the ~~provision for doubtful accounts) and increase in revenue.~~effect of COVID-19 related public health restrictions on door-to-door marketing. As a percentage of GRE’s total revenues, selling, general and administrative expense decreased from ~~18.2%~~18.4% in the three months ended ~~September 30, 2019~~March 31, 2020 to 15.2% in the three months ended ~~September 30, 2020.~~March 31, 2021.

~~The slight decrease in selling, general and administrative expense in the nine months ended September 30, 2020 compared to the same period in 2019~~ ~~was primarily due to a decrease~~ ~~in marketing and customer acquisition costs partially offset by~~ ~~increases in~~ ~~employee-related costs, provision for doubtful accounts expense and costs related to POR programs~~. ~~Marketing and customer acquisition expenses decreased~~ ~~by $2.8 million in the nine months ended September 30, 2020, compared to the same period in~~ ~~2019.~~ ~~Employee-related expenses increased by $0.3~~ ~~million in the~~ ~~nine months ended September 30, 2020~~ ~~compared to the same period in~~ ~~2019~~ ~~primarily due to an increase in accrued bonuses resulting from improved results of operations. Provision for doubtful accounts and costs related to POR programs increased by $2.2~~ ~~million in the nine months ended September 30, 2020 compared to the same period in 2019.~~ As a percentage of GRE’s total revenues, selling, general and administrative expense slightly decreased from 18.7% in the nine months ended September 30, 2019 to 16.7% in the nine months ended September 30, 2020.

GRE International holds our stakes in REPs outside of North America. These businesses currently include ~~our stake in~~ Shoreditch, which operates as Orbit Energy in the U.K., Genie Japan, ~~and~~ our controlling ~~stake~~stakes in Lumo Finland and Lumo Sweden.~~, which operates~~ Lumo Sweden began operations in ~~certain portions of Scandinavia. In~~ the second quarter of 2020~~, we started commercial operations in Sweden through a wholly owned entity.~~.

Prior to our acquisition of the remaining 23.0% of Shoreditch, we accounted for our 77.0% interest in Shoreditch under the equity method of accounting. Under this method, we recorded our share in the net income or loss of Shoreditch. Therefore, revenue generated, and expenses incurred were not reflected in our consolidated revenue and expenses. In October 2020, we acquired the remaining 23.0% controlling interest in Shoreditch which increased our interest to 100%.

In January 2021, weather volatility and the lack of adequate gas reserves drove the prices on the Japan Electric Power Exchange to $2,390 per megawatt hour for an extended period of time. Although our supply commitment for our customers in Japan was hedged reasonably for expected winter weather conditions, the extreme price spike exposed us to further unexpected cost increases. The impact on our first quarter 2021 consolidated result of operations was approximately $2.5 million.

On April 26, 2021, we entered into an Equity Purchase Agreement ("Purchase Agreement") with Hanhwa Q Cells Japan Co., Ltd. pursuant to which, we agreed to sell our interest in Genie Japan for ¥570.0 million (equivalent to approximately $5.3 million at April 26, 2021) subject to certain terms and conditions set forth in the Purchase Agreement. The sale is expected to close between May 11, 2021 and June 1, 2021.

Meters served by GRE International's REPs ~~including Shoreditch,~~ increased to ~~182,000~~199,000 at ~~September 30, 2020~~March 31, 2021 from ~~161,000~~195,000 at ~~June 30,~~December 31, 2020 primarily as a result of the growth in Shoreditch's and ~~Lumo's~~Lumo Finland's customer bases.~~Meters served by GRE~~ ~~International'sREPs, including~~ ~~Shoreditch, increased by~~ ~~55,000 or 43.3% from December 31, 2019 to~~ ~~September 30, 2020,~~ ~~primarily as a result of growth in~~ ~~Shoreditch's~~ ~~and Lumo's customer bases.~~ ~~The Company also started the commercial operations of Genie Japan in second quarter of 2019.~~

RCEs at ~~September 30, 2020~~March 31, 2021~~, including Shoreditch, increased to 92,000 from 79,000 at June 30, 2020~~ ~~primarily from the increase in meters served~~ were 103,000, flat as ~~discussed above. RCEs at September 30, 2020 increased by 27,000 or 41.5% from~~compared to December 31, ~~2019 to September 30, 2020, primarily as a result of growth in Shoreditch, Japan and Lumo.~~2020.

Revenue and Cost of Revenue. GRE International's revenues and cost of revenue increased in ~~the~~ three ~~and~~ ~~nine~~ months ended ~~September 30, 2020~~March 31, 2021 compared to the same ~~periods~~period in ~~2019~~2020 primarily ~~because~~due to the consolidation ofShoreditch in October 2020, increase in meters served in Lumo Finland, Genie Japan and the start of commercial operations of ~~Genie Japan in second quarter of~~ ~~2019~~ ~~and the increase in meters served at~~ Lumo. In Sweden in the second quarter of ~~2020, our wholly-owned subsidiary,~~ 2020. Shoreditch increased GREI's revenue and cost of revenue in the three months ended March 31, 2021 by $27.8 million and $23.0 million, respectively. Meters served by Lumo Finland, Genie Japan and ~~Energi~~Lumo ~~AB, began its commercial operations serving customers in Sweden.~~Sweden increased by 55.5% at March 31, 2021 compared to March 31, 2020.

Selling, General and Administrative Expenses. The increase in selling, general and administrative expenses in the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 compared to the same ~~periods~~period in ~~2019 is~~2020 was primarily due to the consolidation of Shoreditch in October 2020, continued growth of operations at Lumo Finland and Genie Japan and the start of commercial operation inof Lumo Sweden in the second quarter of 2020. Shoreditch increased GREI's selling, general and administrative expenses for the three months ended March 31, 2021 by $5.9 million. Marketing and customer acquisition-related expenses increased related to the increase in number of meters acquired. The number of employees also ~~increase~~increased in three months ended March 31, 2021 compared to same period in 2020 as a result of the expansion of operations.

~~Equity in net loss of joint venture.~~ We accounted for our ownership interest in Shoreditch using the equity method since we had the ability to exercise significant influence over Shoreditch's operating and financial matters, although we did not control Shoreditch. In second quarter of 2020, the book value of our investment in Shoreditch was reduced to nil as a result of our share in accumulated losses of Shoreditch. We did not recognize any share in net losses of Shoreditch for the three months ended September 30, 2020. For the nine months ended September 30, 2020 we recognized $1.5 million share in net losses of Shoreditch equivalent to the total capital contributed during that period. The Company's share in Shoreditch’s ~~net loss for the three and nine months ended September 30, 2019~~ ~~were $0.8 million and $1.9 million, respectively. In October 2020, we acquired the remaining 23.0% interest and controlling interest in Shoreditch which increased our interest to 100%~~

The Genie Renewables (formerly GES) segment is composed of Prism, in which we hold a 60.0% controlling interest, Diversegy, Genie Solar and CityCom Solar.

Revenue. ~~GES'~~Genie Renewables' revenues decreased in the three months ended ~~September 30, 2020~~March 31, 2021 compared to the same period in ~~2019~~2020. The decrease in revenues was the result of the discontinuance of a relationship with a customer of Prism in the second quarter of 2020. ~~GES' revenues increased in the~~ ~~nine months ended September 30, 2020~~ ~~compared to the same period in~~ ~~2019. The increase in revenues was the result of~~ ~~the delivery of a large number of orders at Prism particularly in the first quarter of 2020~~. Revenues from Diversegy ~~includes~~include commissions, entry fees and other fees from our energy brokerage and marketing services businesses. Revenues from CityCom Solar include commission from selling third-party products to customers.

Cost of Revenues. Cost of revenue decreased in the three months ended ~~September 30, 2020~~March 31, 2021 compared to the same period in ~~2019.~~2020. The decrease in cost revenues was consistent with the decrease in revenues for the period. ~~Cost of revenues~~ ~~increased~~ ~~in the nine months ended September 30, 2020~~ ~~compared to the same periods in~~ ~~2019 primarily as a result of the significant increase in deliveries of solar panels.~~Cost of revenues in the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 also includes commissions incurred by our energy brokerage and marketing services businesses.

Selling, General and Administrative. Selling, general and administrative expenses decreased the three ~~and~~ ~~nine~~ months ended ~~September 30, 2020~~March 31, 2021 compared to the same ~~periods~~period in ~~2019~~2020 primarily because of the streamlining of operations of Prism in first quarter of 2020.

~~In March 2020, we initiated a plan to sell the property, plant and equipment of Prism. Prism's~~ ~~4.75% notes payable~~ ~~to Catskill Hudson Bank are collateralized by Prism's land~~ and ~~building and improvements and will be settled from the proceeds of~~ the sale of the ~~property.~~ At September 30, 2020, Prism's property, plant and equipment and notes payable were reclassified as assets and liabilities held for sale and reported at lower of fair value less cost to sell and net book value. In the first quarter of ~~2020, the Company recorded a $0.2~~ ~~million write-down to fair value of certain property and equipment.~~

~~In second quarter of 2020,~~ Prism ~~renegotiated a contract with a customer which resulted~~facility in ~~impairment of customer relationship of $0.8 million included in the consolidated statements of operation.~~
October 2020.

In the three and nine months ended September 30, 2020, Prism recorded loss from disposal of certain property and equipment classified as assets held for sale of $0.4 million and $0.5 million, respectively, included in the selling, general and administrative expenses in the consolidated statements of operations.

~~We are currently exploring options to reduce overhead at Prism due to changes in market conditions.~~

~~At September 30, 2020, assets held of sale of $2.4 million and liabilities held for sale of $0.8~~ ~~million were included in other current assets and other current liabilities, respectively, in the consolidated balance sheet.~~

~~On October 16, 2020, Prism completed the sale of certain property of Prism classified as assets held of sale with a carrying value of $2.4~~ ~~million for net proceeds of $2.6~~ ~~million. A portion of the net proceeds was used to settle the notes payable of Prism classified as liabilities held for sale at carrying value of $0.9~~ ~~million~~

Corporate general and administrative expenses increased in three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 compared to the same ~~periods~~period in ~~2019~~2020 primarily because of an increase in stock-based compensation expense. As a percentage of our consolidated revenues, Corporate general and administrative expense ~~was flat~~decreased to 1.2% in the three months ended ~~September 30, 2019 compared to~~March 31, 2021 from 1.6% in the three months ended ~~September 30, 2020 and decreased from 1.7% in the nine months ended September 30, 2019 to 1.5% in the nine months ended September 30,~~March 31, 2020.

Selling, general and administrative expenses. Stock-based compensation expense included in consolidated selling, general and administrative expense was ~~$0.4~~$0.6 million and ~~$0.3~~$0.5 million in the three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019, respectively and $1.3 million and $1.1 million in the nine months ended September 30, 2020 and 2019,~~ respectively. At ~~September 30, 2020,~~March 31, 2021, aggregate unrecognized compensation cost related to non-vested stock-based compensation was ~~$2.6~~$5.3 million. The unrecognized compensation cost is recognized over the expected service period.

The following is a discussion of our consolidated income and expense line items below income from operations:

Other Income ~~(Expense)~~(loss), net. Other income (loss), net in the three months ended ~~September 30,~~March 31, 2021 and 2020 consisted primarily ~~of gain from the settlement of accounts payables Prism and of~~ foreign currency transaction. Increase in other income, net in the nine months ended September 30, 2020 compared to the same period in 2019 is primarily due to the gains on settlement of accounts payable of Prism and deconsolidation of a subsidiary. transactions.

Provision for Income Taxes. The ~~slight increase~~decrease in the reported tax rate for the three months ended ~~September 30, 2020~~March 31, 2021 compared to the same period in ~~2019,~~2020, is a result of changes in the mix of jurisdiction in which taxable income was ~~earned.~~ ~~The decrease~~earned which was not offset by a benefit in ~~reported tax rate for the nine months ended September 30, 2020 compared to the same period in 2019 is a result of higher deductible business~~some jurisdictions that had losses ~~applied against taxable income in the current period~~ due to ~~jurisdictions of~~valuation allowances in those ~~taxable income and losses.~~jurisdictions.

Net Income Attributable to Noncontrolling Interests. The ~~change in the~~ net loss attributable to noncontrolling interests in the three months ended ~~September 30, 2020 compared to the similar period in 2019~~March 31, 2021 was primarily due to ~~the decrease in~~ the share of noncontrolling interest in net losses of Lumo Finland, Prism and ~~Afek offset by an increase in our share in net loss of noncontrolling interest related to~~ CCE.

The ~~change in the~~ net ~~loss~~income attributable to noncontrolling interests in the ~~nine~~three months ended ~~September 30,~~March 31, 2020 ~~compared to the similar periods in 2019 was~~ primarily due to the share of noncontrolling interest from deconsolidation of non-operating subsidiaries ~~and a decrease~~partially offset by share in net losses of noncontrolling interest in Lumo Finland, Prism and ~~Afek offset by an increase~~CCE.

Unrealized gain on marketable equity securities and investments. The unrealized gain on marketable equity securities and investment for the three months ended March 31, 2021 pertains to the appreciation of the Company's investments in ~~share~~common stock and warrants to purchase common stock of Rafael Holdings, Inc. ("Rafael") which the Company acquired in ~~net loss of noncontrolling interest related to CCE.~~
December 2020.

We currently expect that our cash flow from operations and the ~~$19.6~~$24.4 million balance of unrestricted cash and cash equivalents that we held at ~~September 30, 2020~~March 31, 2021 will be sufficient to meet our currently anticipated cash requirements for at least the period from ~~October~~April 1, ~~2020~~2021 to ~~November 6, 2021.~~May 7, 2022.

At ~~September 30, 2020,~~March 31, 2021, we had working capital (current assets less current liabilities) of ~~$54.9~~$35.4 million.

Cash, cash equivalents and restricted cash ~~provided by~~used in operating activities was ~~$24.0~~$10.0 million in the three months ended March 31, 2021 compared to net cash provided by operating activities of ~~$15.9~~$2.7 million in the ~~nine~~three months ended ~~September 30, 2020 and 2019, respectively.~~March 31, 2020. Net income after non-cash adjustments ~~increased~~decreased cash flows by ~~$16.7~~$14.8 million for the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, compared to the same period in ~~2019.~~2020. The ~~increase~~decrease in operating cash flows is primarily the result of ~~favorable~~unfavorable results of operations and the inclusion of operations of Shoreditch in ~~nine~~the three months ended ~~September 30, 2020 compared to the same period in 2019.~~March 31, 2020.

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 working capital decreased cash flows by ~~$10.9~~$7.6 million for the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, compared to the same period in ~~2019.~~2020. Changes in other assets ~~increased~~decreased cash flows by ~~$2.3~~$0.1 million for the ~~nine~~three months ended ~~September 30, 2020,~~March 31, 2021, compared to the same period in ~~2019.~~2020.

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, 2020. 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. In addition, the REPs must pay an advance payment of $2.5 million to BP each month that BP will apply to the next invoiced amount due to 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, 2020,~~March 31, 2021, we were in compliance with such covenants. At ~~September 30, 2020,~~March 31, 2021, restricted cash—short-term of ~~$23.9~~$1.1 million and trade accounts receivable of ~~$44.6~~$50.5 million were pledged to BP as collateral for the payment of trade accounts payable to BP of ~~$14.8~~$15.0 million at ~~September 30, 2020.~~March 31, 2021.

We had purchase commitments of $~~155.6~~142.4 million at ~~September 30, 2020~~March 31, 2021, of which $~~99.5~~90.1 million was for purchases of electricity.

From time to time, we receive 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 we respond to those inquiries or requests. We cannot predict whether any of those matters will lead to claims or enforcement actions.

Our capital expenditures were ~~$0.1 million~~minimal in the ~~nine~~three months ended ~~September 30, 2020 compared to $0.3 million in the nine months ended September 30, 2019.~~March 31, 2021 and 2020. We currently anticipate that our total capital expenditures in the twelve months ending December 31, ~~2020~~2021 will be ~~approximately $0.2~~between $0.5 to $1.0 million.

~~We received~~In December 2020, we invested $5.0 million in Class B common stock of Rafael. Rafael, a ~~minimal amount and $0.1 million from an employee for the repayment of notes receivable in the nine months ended September 30, 2020 and 2019, respectively.~~

~~On January 2, 2019, we completed~~publicly-traded company, is also a related party. In connection with the purchase, Rafael issued to us warrants to purchase an additional 43,649 shares of Rafael's Class B common stock with an ~~80.0% controlling interest~~exercise price of $22.91 per share. The warrants had a term expiring on June 6, 2022. We exercised the warrants in ~~Lumo. We paid the sellers~~full on March 31, 2021 for a total exercise price of €1.6 million (equivalent to $1.9 million at that time). The Company contributed €1.3 million (equivalent to $1.5 million at that time) as a capital loan to fund Lumo's working capital requirements.$1.0 million. We also provided Lumo with a secured loan for €2.0 million (equivalent to $2.3 million at that time) to pay off and replace its remaining debt. In November 2019 and January 2020, we acquired additional 9.0% and 3.5% interest in Lumo, respectively, increasing our total interest to 92.5%

The remaining 7.5% noncontrolling interest retained by the sellers is subject to restrictions, which will lapse in two installments on the second and third anniversaries of the Lumo Closing Date, subject to employment and service conditions. The Company has a conditional continuing call option to purchase a portion or the entire noncontrolling interest from the sellers during the period beginning at the third anniversary of the Lumo Closing Date and ending three years later.

The sellers of Lumo, as a group, have a one-time option to sell a portion or all of their Lumo interest to the Company, which subject to certain conditions, may be exercised on one occasion only, at any time during the two-year period beginning at the fourth anniversary of the closing date of the acquisition.

In the nine months ended September 30, 2020 and 2019, we contributed $2.7 million and $1.3 million, respectively, to Shoreditch, which increased our total contribution to $8.0 million as of September 30, 2020. The Company owned 77.0% of the equity of Shoreditch as of September 30, 2020.

On October 8, 2020, we entered into an agreement (the “Purchase Agreement”) with Energy Global Pty Ltd ("EGC") under which we purchased EGC’s remaining interest in Shoreditch, in exchange for a cash payment of £1.3 million, (equivalent to $1.7 million on the date of closing) offset by £0.2 million (equivalent to $0.2 million on the date of closing) in amounts owing from EGC to the Company under a loan provided to EGC in 2018 related to EGC’s capital contributions to Shoreditch. Following the transaction, Shoreditch is our wholly-owned subsidiary.

~~Following the transaction, EGC has no rights in management of Shoreditch and GEUK has complete control~~do not exercise significant influence over the ~~activities~~operating or financial policies of ~~Shoreditch.~~ Rafael.

In each of the ~~nine~~three months ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ we paid aggregate quarterly Base Dividends of ~~$0.4782~~$0.1594 per share, ~~$1.1~~$0.4 million in the aggregate, on our Series 2012-A Preferred Stock, or Preferred Stock. On ~~October 21, 2020,~~April 14, 2021, our Board of Directors declared a quarterly Base Dividend of $0.1594 per share onof our Preferred Stock. The dividend will be paid on or about ~~November 16, 2020~~May 17, 2021 to stockholders of record as of the close of business on ~~November 6, 2020.~~April 27, 2021.

In March 2021, in light of the ~~nine months ended September 30, 2020~~losses incurred from the effects of the events in Texas and ~~2019, we paid aggregate~~Japan discussed above, the Company suspended the payment of quarterly dividends ~~of $0.245 per share and $0.225 per share, respectively, to stockholders of our Class A~~on its common stock and Class B common stock. The Company paid $6.4 million and $6.1 million in aggregate dividends on our common stock for the nine months ended September 30, 2020 and 2019, respectively. In the second quarter of 2020, we increased the quarterly dividends from $0.075 to $0.085 per share on our Class A common stock and Class B common stock. On November 4, 2020, our Board of Directors declared a quarterly dividend of $0.085 per share on our Class A common stock and Class B common stock. The dividend will be paid on or about December 11, 2020 to stockholders of record as of the close of business on December 4, 2020.rebuild cash position.

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 nine~~There were no repurchases under this program in the three months ended ~~September 30,~~March 31, 2021. In the three months ended March 31, 2020, the Company acquired ~~213,206~~12,233 shares of Class B common stock under the stock repurchase program for an aggregate amount of ~~$1.5 million. In the nine months ended September 30, 2019, the Company acquired 470,147 shares of Class B common stock under the stock repurchase program for an aggregate amount of $3.4~~$0.1 million. At ~~September 30, 2020,~~March 31, 2021, 5.9 million shares of Class B common stock remained available for repurchase under the stock repurchase program.

On November 28, 2019, Genie Japan entered into a Loan Agreement with Tokyo Star Bank for a ¥100.0 million (equivalent to $0.9 million) short-term credit facility. Genie Japan provided a letter of credit issued by JPMorgan Chase amounting to ¥100.0 million (equivalent to $0.9 million) as collateral. The outstanding principal amount incurred interest at Tokyo Star Bank's short-term prime rate plus 0.25% per annum. Interest was payable monthly and all outstanding principal and any accrued and unpaid interest matured on of May 13, 2020. Genie Japan settled the Loan agreement and paid the outstanding balance of ~~¥100.0~~¥100.0 million (equivalent to $0.9 million) on May 13, 2020.

On May 13, 2020, Genie Japan entered into a new Loan Agreement with Tokyo Star Bank for a ¥150.0 million (equivalent to $1.4 million) short-term credit facility ("May 2020 Loan"). Genie Japan provided a letter of credit issued by JPMorgan Chase in the amount of ¥150.0 million (equivalent to $1.4 million) as collateral. The outstanding principal amount incurs interest at 3.0% per annum. Interest is payable monthly and all outstanding principal and any accrued and unpaid interest ~~mature~~matured on November 13, 2020. On November 13, 2020, Genie Japan and Tokyo Star Bank amended the May 2020 Loan to extend the maturity date to March 13, 2021. At ~~September 30, 2020,~~March 31, 2021, $1.4 million was outstanding under the May 2020 Loan. At ~~September 30, 2020,~~March 31, 2021, the effective interest rate was 3.0%.

In March 2021, certain assets and liabilities of Genie Japan were classified as assets and liabilities held for sale including the outstanding balance of the May 2020 Loan of $1.4 million.

On April 4, 2017, GRE, IDT Energy, and other GRE subsidiaries entered into a Credit Agreement with Vantage Commodities Financial Services II, LLC ("Vantage"), for a $20 million revolving loan facility. The borrowers consist of our subsidiaries that operate REP businesses, and those subsidiaries’ obligations are guaranteed by GRE. The borrowers have provided as collateral a security interest in their receivables, bank accounts, customer agreements, certain other material agreements and related commercial and intangible rights. The outstanding principal amount incurred interest at LIBOR plus 4.5% per annum. Interest is payable monthly, and all outstanding principal and any accrued and unpaid interest ~~was due~~matured on ~~the maturity date of~~ April 3, 2020. The borrowers are required to comply with various affirmative and negative covenants, including maintaining a target tangible net worth during the term of the credit agreement. At September 30, 2020, we were in compliance with such covenants. In April 2020, the revolving line of credit expired and ~~the Company~~we paid outstanding balance of $3.5 million.

On December 5, 2019, we entered into anthe first amendment of ~~its existing~~ Credit Agreement with JPMorgan Chase Bank (“Credit Agreement”) to extend the maturity date to December 31, 2020. On December 8, 2020, we entered into the second amendment of the existing Credit Agreement to extent the maturity date to December 31, 2021. The Company continues to have the aggregate principal amount of $~~5.0~~$5.0 million credit line facility (“Credit Line”). The Company pays a commitment fee of 0.1% per annum on 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 $5.1 million. As of ~~September 30, 2020,~~March 31, 2021, JP Morgan Chase Bank issued $2.3 million letter of credit from the Credit Line. As of ~~September 30, 2020,~~March 31, 2021, none of the letters of credits were drawn upon. At ~~September 30, 2020,~~March 31, 2021, the cash collateral of $5.2 million was included in restricted cash—short-term in the consolidated balance sheet.

In December 11, 2019, ~~the Company~~we refinanced ~~the~~Prism's outstanding 5.95% notes payable from Catskill Hudson Bank that was due in November 2019. The outstanding balance of notes payable of $0.9 million at December 11, 2019 ~~will be~~was payable in monthly equal ~~monthly~~ installments for period of ten ~~years starting January 2020.~~years. The outstanding principal amount ~~incurs~~incurred fixed interest at 4.75% per annum. The notes payable ~~are~~were secured by Prism's commercial property in Highland, New York. In March 2020, the outstanding balance of the notes payable was transferred to liabilities held for ~~sale~~sale. On October 16, 2020, Prism settled the notes payable to Catskill Bank previously classified as ~~described above. At September 30, 2020, the outstanding balance of~~ liabilities held for sale ~~was $0.9~~with full payment of the principal amount of $0.8 million.

In the nine months ended September 30, 2020, we received minimal amount from the exercise of stock option for which we issued 2,533 shares of Class B common stock. In the nine months ended September 30, 2019, we received proceeds of $1.4 million from the exercise of stock options for which we issued 205,350 shares of our Class B common stock.

~~In the nine months ended September 30, 2020, we paid $0.3 million to~~ purchase 32,907 shares of our Class B common stock, and, in the nine months ended September 30, 2019, we paid $0.3 million to repurchase 28,004 shares of our Class B common stock tendered by our employees to satisfy tax withholding obligations in connection with the lapsing of restrictions on awards of restricted stock. Such shares were purchased by us based on their fair market value on the trading day immediately prior to the vesting date.

We do not have any “off-balance sheet arrangements,” as defined in relevant SEC regulations that are reasonably likely to have a current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources, other than the following. 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, 2020,~~March 31, 2021, the Company had outstanding aggregate performance bonds of ~~$13.3~~$13.7 million and ~~$2.3~~$2.2 million of unused letters of credit.

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended March 31,
	2020			2019			2020			2019			2021			2020
	(in thousands, except per share data)												(in thousands, except per share data)
Revenues:
Electricity	$	91,793		$	81,473		$	227,671		$	196,142		$	103,671		$	69,972
Natural gas		2,724			3,169			24,190			27,069			29,072			16,070
Other		1,809			1,071			24,591			10,127			2,598			18,009
Total revenues		96,326			85,713			276,452			233,338			135,341			104,051
Cost of revenues		69,010			59,360			200,744			172,417			117,812			75,146
Gross profit		27,316			26,353			75,708			60,921			17,529			28,905
Operating expenses and losses:
Selling, general and administrative (i)		18,831			19,408			54,287			53,419			24,104			19,499
Impairment of assets		—			—			993			—			0—			192
Income from operations		8,485			6,945			20,428			7,502
(Loss) Income from operations														(6,575	)		9,214
Interest income		21			163			164			445			84			128
Interest expense		(48	)		(161	)		(223	)		(479	)		(182	)		(123	)
Equity in the net loss in equity method investees, net		(146	)		(238	)		(1,698	)		(2,106	)
Other income (expense), net		291			(85	)		390			147
Income before income taxes		8,603			6,624			19,061			5,509
Equity in the net income (loss) in equity method investees, net														110			(379	)
Unrealized gain on marketable equity securities and investments														4,107			0—
Other income, net														297			150
(Loss) Income before income taxes														(2,159	)		8,990
Provision for income taxes		(2,406	)		(1,916	)		(5,563	)		(3,142	)		(535	)		(2,569	)
Net income		6,197			4,708			13,498			2,367
Net loss attributable to noncontrolling interests		531			539			1,026			1,484
Net income attributable to Genie Energy Ltd.		6,728			5,247			14,524			3,851
Net (loss) income														(2,694	)		6,421
Net (loss) income attributable to noncontrolling interests														(708	)		589
Net (loss) income attributable to Genie Energy Ltd.														(1,986	)		5,832
Dividends on preferred stock		(370	)		(370	)		(1,111	)		(1,111	)		(370	)		(370	)
Net income attributable to Genie Energy Ltd. common stockholders	$	6,358		$	4,877		$	13,413		$	2,740
Net (loss) income attributable to Genie Energy Ltd. common stockholders													$	(2,356	)	$	5,462

Earnings per share attributable to Genie Energy Ltd. common stockholders:
(Loss) Earnings per share attributable to Genie Energy Ltd. common stockholders:
Basic	$	0.25		$	0.18		$	0.51		$	0.10		$	(0.09	)	$	0.21
Diluted	$	0.24		$	0.18		$	0.50		$	0.10		$	(0.09	)	$	0.20
Weighted-average number of shares used in calculation of earnings per share:
Weighted-average number of shares used in calculation of (loss) earnings per share:
Basic		25,928			26,683			26,107			26,603			26,004			26,108
Diluted		26,769			27,669			26,839			27,541			26,004			26,749

Dividends declared per common share	$	0.085		$	0.075		$	0.245		$	0.225		$	0—		$	0.075
(i) Stock-based compensation included in selling, general and administrative expenses	$	447		$	335		$	1,331		$	1,106		$	589		$	483

		Three Months Ended March 31,
	2021			2020
	(in thousands)
Net (loss) income	$	(2,694	)	$	6,421
Other comprehensive loss:
Foreign currency translation adjustments		(342	)		(94)
Comprehensive (loss) income		(3,036	)		6,327
Comprehensive loss (gain) attributable to noncontrolling interests		478			(778	)
Comprehensive (loss) income attributable to Genie Energy Ltd.	$	(2,558	)	$	5,549

	September 30, 2020		December 31, 2019		March 31, 2021		December 31, 2020
	(in thousands)				(in thousands)
Natural gas	$	1,025	$	1,052	$	401	$	1,021
Renewable credits		11,354		14,940		18,346		15,574
Solar Panels:
Finished goods		893		424		273		335
Raw materials		142		216
Total solar panels inventory		1,035		640
Totals	$	13,414	$	16,632	$	19,020	$	16,930

	Nine Months Ended September 30,
	2020		2019
		(in thousands)
Contract liability, beginning	$	13,426	$	1,137
Recognition of revenue included in the beginning of year contract liability		(13,004)		(558	)
Additions during the period, net of revenue recognized during the period		611		4,064
Contract liability, end	$	1,033	$	4,643

	Three Months Ended March 31,
	2021			2020
		(in thousands)
Contract liability, beginning	$	5,609		$	13,426
Recognition of revenue included in the beginning of year contract liability		(2,554	)		(12,716	)
Additions during the period, net of revenue recognized during the period		598			3,183
Cumulative translation adjustments		105			0—
Contract liability, end	$	3,758		$	3,893

	Preferred			Class A			Class B				Additional						Accumulated Other
	Stock			Common Stock			Common Stock				Paid-In			Treasury			Comprehensive			Accumulated			Noncontrolling			Total
	Shares		Amount	Shares		Amount	Shares		Amount		Capital			Stock			Income			Deficit			Interests			Equity
BALANCE AT JANUARY 1, 2020	2,322	$	19,743	1,574	$	16	25,785	$	258	$	139,615		$	(7,675	)	$	2,519		$	(59,671	)	$	(13,875	)	$	80,930
Dividends on preferred stock ($ 0.01594 per share)	—		—	—		—	—		—		—			—			—			(370	)		—			(370	)
Dividends on common stock ($ 0.075 per share)	—		—	—		—	—		—		—			—			—			(1,975	)		—			(1,975	)
Stock-based compensation	—		—	—		—	20		—		483			—			—			—			—			483
Repurchase of Class B common stock from stock repurchase program	—		—	—		—	—		—		—			(88	)		—			—			—			(88	)
Noncontrolling interest from acquisition of Lumo	—		—	—		—	—		—		(29	)		—			—			—			29			—
Deconsolidation of subsidiaries	—		—	—		—	—		—		—			—			(6	)		—			(92	)		(98	)
Other comprehensive (loss) income	—		—	—		—	—		—		—			—			(283	)		—			189			(94	)
Net income for three months ended March 31, 2020	—		—	—		—	—		—		—			—			—			5,832			589			6,421
BALANCE AT MARCH 31, 2020	2,322		19,743	1,574		16	25,805		258		140,069			(7,763	)		2,230			(56,184	)		(13,160	)		85,209
Adoption of ASU 2018-07	—		—	—		—	—		—		—			—			—			—			—			—
Dividends on preferred stock ($0.01594 per share)	—		—	—		—	—		—		—			—			—			(370	)		—			(370	)
Dividends on common stock ($0.085 per share)	—		—	—		—	—		—		—			—			—			(2,240	)		—			(2,240	)
Stock-based compensation	—		—	—		—	—		—		401			—			—			—			—			401
Repurchase of Class B common stock from stock repurchase program	—		—	—		—	—		—		—			(1,458	)		—			—			—			(1,458	)
Purchase of subsidiary	—		—	—		—	—		—		—			—			—			—			45			45
Other comprehensive income (loss)	—		—	—		—	—		—		—			—			323			—			(188	)		135
Net income (loss) for three months ended June 30, 2020	—		—	—		—	—		—		—			—			—			1,963			(1,083)			880
BALANCE AT JUNE 30, 2020	2,322		19,743	1,574		16	25,805		258		140,470			(9,221	)		2,553			(56,831	)		(14,386	)		82,602
Dividends on preferred stock ($0.01594 per share)	—		—	—		—	—		—		—			—			—			(370	)		—			(370	)
Dividends on common stock ($0.085 per share)	—		—	—		—	—		—		—			—			—			(2,218	)		—			(2,218	)
Repurchase of Class B common stock from stock repurchase program	—		—	—		—	—		—		—			(88	)		—			—			—			(88	)
Restricted Class B common stock units purchased from employees	—		—	—		—	—		—		—			(263	)		—			—			—			(263	)
Stock-based compensation	—		—	—		—	—		—		447			—			—			—			—			447
Exercise of stock options	—		—	—		—	3		—		18			—			—			—			—			18
Other comprehensive income (loss)	—		—	—		—	—		—		—			—			247			—			(74	)		173
Net income (loss) for three months ended September 30, 2020	—		—	—		—	—		—		—			—			—			6,728			(531	)		6,197
BALANCE AT SEPTEMBER 30, 2020	2,322	$	19,743	1,574	$	16	25,808	$	258	$	140,935		$	(9,572	)	$	2,800		$	(52,691	)	$	(14,991	)	$	86,498

(in thousands)
Cash	$	1,539		$	2,681
Trade accounts receivable		2,520			8,008
Other current assets		411			843
Intangible assets:
Trademark (5-year useful life)		294
Non-compete agreements (3-year useful life)		34
Trademark (10-year useful life)					1,594
Non-compete agreements (2-year useful life)					1,956
Customer relationship (2-year useful life)		1,924			3,620
Goodwill		1,744			13,426
Other assets		95			657
Accounts and other current liabilities		(2,403	)		(20,490	)
Short-term debts		(2,260	)
Other liabilities		(97	)
Noncontrolling interest		(410	)		(5,152	)
Net assets	$	3,391		$	7,143

~~(in thousands)~~
~~Supplemental information~~
~~Cash paid to sellers~~	$	~~1,869~~
~~Cash contributed to Lumo~~		~~1,522~~
~~Total consideration~~	$	~~3,391~~

Total revenues	$	123,721
Net income		8,886
Net income attributable to Genie Energy Ltd. common stockholders		7,927
Earnings per share attributable to Genie energy Ltd. common stockholders
Basic		0.30
Diluted		0.30

	GRE		GRE International			GES	Total
	(in thousands)
Balance at January 1, 2020	$	9,998	$	1,733	$	404	$	12,135
Cumulative translation adjustment		—		78		—		78
Balance at September 30, 2020	$	9,998	$	1,811	$	404	$	12,213

	September 30, 2020		December 31, 2019		March 31, 2021		December 31, 2020
	(in thousands)				(in thousands)
Renewable energy	$	17,437	$	13,502	$	35,980	$	26,474
Liability to customers related to promotions and retention incentives		9,263		8,201		9,210		9,558
Payroll and employee benefit		2,499		2,758		1,504		3,534
Other accrued expenses		2,137		1,655		3,960		3,196
Total accrued expenses	$	31,336	$	26,116	$	50,654	$	42,762

(in thousands)	September 30, 2020	June 30, 2020		March 31, 2019		December 31, 2019		September 30, 2019		March 31, 2021	December 31, 2020		September 30, 2020		June 30, 2020		March 31, 2020
RCEs at end of quarter:
Electricity customers	294		288		272		248		266	291		284		294		288		272
Natural gas customers	56		55		58		61		61	56		53		56		55		58
Total RCEs	350		343		330		309		327	347		337		350		343		330

	Three months ended September 30						Nine months ended September 30,									Three months ended March 31
(amounts in thousands)	2020		2019		Change		2020			2019			Change			2021		2020		Change
Gross margin percentage:
Electricity	28.7	%	31.2	%	(2.5)	%		28.3	%		26.8	%		1.6	%	9.4	%	31.7	%	(22.3)	%
Natural gas	39.2		38.0		1.2			44.8			33.2			11.6		46.5		47.3		(0.8)
Others	23.1		—		23.1			23.1			—			23.1
Total gross margin percentage	29.0	%	31.5	%	(2.5)	%		30.0	%		27.6	%		2.5	%	16.5	%	34.9	%	(18.4)	%

	Three Months Ended September 30,				Change					Nine Months Ended September 30,					Change			Three Months Ended March 31,						Change
(amounts in thousands)	2020		2019		$		%			2020			2019		$	%		2021			2020			$		%
Revenues	$	5,830	$	3,039	$	2,791		91.8	%	$	17,820	$	10,751	$	7,069	65.8	%
Electricity																		$	30,284		$	6,897		$	23,387		339.1	%
Natural gas																			11,792			—			11,792		nm
Others																			110			56			54		96.4
Total revenues																		$	42,186		$	6,953		$	35,233		506.7
Cost of revenue		4,741		2,643		2,098		79.4			15,105		10,134		4,971	49.1			40,741			7,241			33,500		462.6
Gross profit		1,089		396		693		175.0			2,715		617		2,098	340.0			1,445			(288	)		1,733		(601.7	)
Selling, general and administrative expenses		2,663		1,955		708		36.2			7,416		5,528		1,888	34.2			8,106			2,231			5,875		263.3
Loss from operations	$	(1,574)	$	(1,559)	$	15		1.0	%	$	(4,701)	$	(4,911)	$	(210)	(4.3)	%	$	(6,661	)	$	(2,519	)	$	4,142		164.4	%
Equity in net loss of Shoreditch	$	—	$	867	$	(867)		(100.0)	%	$	1,502	$	1,938	$	(436)	(22.5)	%

(amounts in thousands)		Three months ended September 30,			Change				Nine months ended September 30,				Change						Three months ended March 31,				Change
		2020		2019		$	%		2020		2019			$		%				2021		2020		$	%
General and administrative expenses and loss from operations	$	1,409	$	1,270	$	139	10.9	%	$	4,147	$	3,989		$	158		4.0	%	$	1,677	$	1,627	$	50	3.1	%

	Total Number of Shares Purchased			Average Price per Share		Total Number of Shares Purchased as part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)
July 1–31, 2020		9,391		$	7.34		9,391		5,942,303
August 1–31, 2020		32,907	(2)		8.12		—		5,942,303
September 1–30, 2020		2,347			8.05		2,347		5,939,956
Total		44,645		$	7.95		11,738

Exhibit Number		Description

31.1*		Certification of Chief Executive Officer pursuant to 17 CFR 240.13a-14(a), as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Chief Financial Officer pursuant to 17 CFR 240.13a-14(a), as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.

101.INS*		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*		XBRL Taxonomy Extension Schema Document

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

	Genie Energy Ltd.

~~November 6, 2020~~May 7, 2021	By:	/s/ Michael M. Stein
		Michael M. Stein Chief Executive Officer

~~November 6, 2020~~May 7, 2021	By:	/s/ Avi Goldin
		Avi Goldin Chief Financial Officer

TABLE OF CONTENTS