Description of Business and Summary of Significant Accounting Policies | Note 1 Description of Business Genie Energy Ltd. (“Genie”), a Delaware corporation, was incorporated in January 2011. Genie owns 99.3 100 100 60 % of Prism Solar Technology, . ("Prism") 97 Genie, owns and operates retail energy providers (“REPs”), including IDT Energy, Inc. (“IDT Energy”), Residents Energy, LLC (“Residents Energy”), Town Square Energy (“TSE”), and Mirabito Natural Gas (“Mirabito”). Its REP businesses resell electricity and natural gas to residential and small business customers in the Eastern and Midwestern United States. Internationally, GRE manages our interest in joint venture that serves retail customers customers in the United Kingdom ('U. K.") and our venture in Japan recently launched commercial operations (see Note 2 6 GES oversees LLC (" "), a retail energy advisory and brokerage company that serves commercial and industrial customers throughout the United States ("U.S.") and manages 60 Prism (see Note 2 GOGAS is an oil and gas exploration company and owns an interest in a contracted drilling services operation. 86.1 GOGAS also holds controlling interests in inactive oil and gas projects. Until September 2018, GOGAS owned 37.5 2 As of December 31, 2018, Genie Retail Energy International, LLC ("GREI"), 4.0 % and 4.5 2020 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 effect. 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 50 45 2018 2017 30 2018 2017 Basis of Consolidation The method of accounting applied to long-term investments, whether consolidated, equity or cost, involves an evaluation of the significant terms of each investment that explicitly grant or suggest evidence of control or influence over the operations of the investee and also includes the identification of any variable interests in which the Company is the primary beneficiary. The consolidated financial statements include the Company’s controlled subsidiaries and the variable interest entity in which the Company is the primary beneficiary (see Note 13 2 Acquisitions and Divestment Accounting for Investments Investments in businesses that the Company does not control, but in which the Company has the ability to exercise significant influence over operating and financial matters, are accounted for using the equity method. The Company periodically evaluates its equity method investments for impairment due to declines considered to be other than temporary. If the Company determines that a decline in fair value is other than temporary, then a charge to earnings is recorded, and a new basis in the investment is established. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates affecting amounts reported or disclosed in the consolidated financial statements include revenues, accounts receivables, allowances for doubtful accounts receivable, net realizable value of inventories, valuation of intangible assets, depreciation and amortization periods for long-lived assets, valuation allowances recorded against deferred tax assets, the valuation of stock-based compensation, valuation of derivative instruments, valuation of debt instruments and loss contingencies. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the current circumstances. Actual results may differ from those estimates. Revenue Recognition Revenue Recognition under ASC 606 Revenues from Sale of Electricity and Natural Gas On January 1, 2018, the Company adopted Accounting Standard Update ("ASU") No. 2014 09 Revenue from Contracts with Customers (Topic 606 606 five The Company adopted ASC 606 606 605 The Company records unbilled revenues for the estimated amount customers will be billed for services rendered from the time meters were last read to the end of the respective accounting period. The unbilled revenue is estimated each month based on available per day usage data, the number of unbilled days in the period adjusted for seasonality based cooling and heating degree-days and historical trends. Utility companies offer purchase of receivable, or POR, programs in most of the service territ The Company’s performance obligations are generally pursuant to contracts for which the estimated customer relationship periods are currently less than one 606 one Revenues from Sale of Solar Panels The revenue 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, we allocate 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. The following table shows the Company’s revenues disaggregated by pricing plans offered to customers: (in thousands) Electricity Natural Gas Other Total For the year ended December 31, 2018 Fixed rate $ 77,383 $ 2,781 $ — $ 80,164 Variable rate 150,500 43,779 — 194,279 Other — — 5,866 5,866 Total $ 227,883 $ 46,560 $ 5,866 $ 280,309 For the year ended December 31, 2017 Fixed rate $ 61,973 $ 1,866 $ — $ 63,839 Variable rate 160,198 38,232 — 198,430 Other — — 1,933 1,933 Total $ 222,171 $ 40,098 $ 1,933 $ 264,202 The following table shows the Company’s revenues disaggregated by non-commercial and commercial channels: (in thousands) Electricity Natural Gas Other Total For the year ended December 31, 2018 Non-Commercial Channel $ 217,019 $ 43,383 $ — $ 260,402 Commercial Channel 10,864 3,177 — 14,041 Other — — 5,866 5,866 Total $ 227,883 $ 46,560 $ 5,866 $ 280,309 For the year ended December 31, 2017 Non-Commercial Channel $ 219,984 $ 37,623 $ — $ 257,607 Commercial Channel 2,187 2,475 — 4,662 Other — — 1,933 1,933 Total $ 222,171 $ 40,098 $ 1,933 $ 264,202 Revenue Recognition Under ASC 605 Until December 31, 2018, revenues from GRE’s sale of electricity and natural gas are recognized under the accrual method based on deliveries of electricity and natural gas to customers. Revenues from electricity and natural gas delivered but not billed are estimated and recorded as accounts receivable. Cash received in advance from customers under billing arrangement is reported as deferred revenue and is included in “Accrued expenses” in the accompanying consolidated balance sheets. GOGAS does not yet generate revenues. Oil and Gas Exploration Costs The Company accounts for its oil and gas activities under the successful efforts method of accounting. Under this method, the costs of drilling exploratory wells and exploratory-type stratigraphic test wells are capitalized, pending determination of whether the well has found proved reserves. Other exploration costs are charged to expense as incurred. Unproved properties are assessed for impairment, and if considered impaired, are charged to expense when such impairment is deemed to have occurred (see Note 5 Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original maturity of three Restricted cash represents cash that is not available for use in the Company's operations. On January 1, 2018, the Company adopted ASU No. 2016 18 December 31, 2018 2017 (in thousands) Cash and cash equivalents $ 41,601 $ 29,913 Restricted cash—short-term included in other current assets 1,653 518 Restricted cash—long-term 943 1,496 Total cash, cash equivalents, and restricted cash $ 44,197 $ 31,927 Restricted cash—short-term includes amounts set aside in accordance with the Amended and Restated Preferred Supplier Agreement with BP Energy Company (“BP”) (see Note 17 Trade Accounts Receivable, Net Trade accounts receivable, net are reported in the balance sheet as gross outstanding amounts adjusted for doubtful accounts. Inventories Inventory consists of natural gas, renewable energy credits and solar panels. Natural Gas Natural gas inventory is stored at various third parties’ underground storage facilities and is stated at lower of cost or net realizable value. Company’s natural gas inventory was valued at weighted average cost, which was based on the purchase price of the natural gas and the cost to transport, plus or minus injections or withdrawals. 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. GRE holds renewable energy credits for both sale and use, and treats the credits as a government incentive to encourage the construction of renewable power plants. Renewable energy credits are valued at the lower of cost and market, where cost is the purchase price. Gains and losses from the sale of renewable energy credits are recognized in cost of revenues when the credits are transferred to the buyer. Solar Panels Inventories related to solar panels are stated at the lower of cost or net realizable value. The cost is determine using the first-in, first-out basis and includes both the costs of acquisition and the costs of manufacturing. These costs include direct material, direct labor, and indirect manufacturing costs, including depreciation and amortization. The capitalization of costs into inventory is based on the normal utilization of our plant. If the plant utilization is abnormally low, the portion of the indirect manufacturing costs related to the abnormal utilization level are expensed as incurred. The Company regularly reviews the cost of inventories against their estimated net realizable value and records write-downs if any inventories have costs in excess of their net realizable values. The Company also regularly evaluates the quantities and values of inventories, in light of current market conditions and trends among other factors and records write-downs for any quantities in excess of demand or for any obsolescence. This evaluation considers the use of modules in the systems business, expected demand, anticipated sales prices, strategic raw material requirements, new product development schedules, the effect new products might have on the sale of existing products, product obsolescence, product merchantability, and other factors. Market conditions are subject to change, and actual consumption of our inventory could differ from forecasted demand. Inventories consisted of the following: December 31, 2018 2017 (in thousands) Natural gas $ 1,116 $ 975 Renewable credits 8,654 3,011 Solar Panels: Finished goods 40 — Raw materials 83 — Total solar panels inventory 123 — Totals $ 9,893 $ 3,986 Long-lived Assets Property, plant and equipment - net is stated at historical cost less accumulated depreciation and any impairment. The Company provides for depreciation using a straight-line method over estimated useful life of the assets. Any leasehold improvements are amortized over the lesser of the lease term or the useful life. The cost of major additions and improvements are capitalized, while maintenance and repair costs that do not improve or extend the lives of the respective assets are charged to operations as incurred. The estimated useful life of property plant and equipment as as follows: Years Building and improvements 4 27 Machinery and equipment 2 9 Computer software and development 2 5 Computers and computer hardware 2 5 Office equipment and other 5 7 The fair value of patents and trademarks, non-compete agreements and customer relationships acquired in a business combination accounted for under the purchase method are amortized over their estimated useful lives as follows: patents and trademarks are amortized on a straight-line basis over 10 to 20 2 2 9 The Company tests the recoverability of its long-lived assets with finite useful lives whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The Company tests the recoverability based on the projected undiscounted cash flows to be derived from such asset. If the projected undiscounted future cash flows are less than the carrying value of the asset, the Company will record an impairment loss based on excess of carrying value over fair value of the assets. The Company generally measures fair value by considering sale prices for similar assets or by discounting estimated future cash flows from such asset using an appropriate discount rate. Cash flow projections and fair value estimates require significant estimates and assumptions by management. Should the estimates and assumptions prove to be incorrect, the Company may be required to record impairments in future periods and such impairments could be material. Acquisitions Results of operations of acquired companies are included in the Company’s results of operations as of the respective acquisition dates. The purchase price of each acquisition is allocated to the net assets acquired based on estimates of their fair values at the date of the acquisition. Any purchase price in excess of these net assets is recorded as goodwill. The allocation of purchase price in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one Goodwill and Indefinite Lived Intangible Assets Goodwill is the excess of the acquisition cost of businesses over the fair value of the identifiable net assets acquired. Goodwill and other indefinite lived intangible assets are not amortized. These assets are reviewed annually (or more frequently under various conditions) for impairment using a fair value approach. In the fourth quarter of 2018 one 18 The Company has three four The fair value of the reporting unit is estimated using discounted cash flow methodologies, as well as considering third party market value indicators. Calculating the fair value of the reporting units requires significant estimates and assumptions by management. Should the estimates and assumptions regarding the fair value of the reporting units prove to be incorrect, the Company may be required to record impairments to its goodwill in future periods and such impairments could be material. The Company performed its annual goodwill impairment test as of October 1, 2018. In reviewing goodwill for impairment, the Company has the option, for any or all of its reporting units that carry goodwill - to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (i.e. greater than 50 Derivative Instruments and Hedging Activities The Company records its derivatives instruments at their respective fair values. The accounting for changes in the fair value (that is, gains or losses) of a derivative instrument is dependent upon whether the derivative has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. Due to the volatility of electricity and natural gas prices, GRE enters into futures contracts, swaps and put and call options as hedges against unfavorable fluctuations in market prices of electricity and natural gas and to reduce exposure from price fluctuations. The Company does not designate its derivative instruments to qualify for hedge accounting, accordingly the futures contracts, swaps and put and call options are recorded at fair value as a current asset or liability and any changes in fair value are recorded in “Cost of revenues” in the consolidated statements of operations. In addition to the above, GRE utilizes forward physical delivery contracts for a portion of its purchases of electricity and natural gas, which are defined as commodity derivative contracts. Using the exemption available for qualifying contracts, GRE applies the normal purchase and normal sale accounting treatment to its forward physical delivery contracts, thereby these contracts are not adjusted to fair value. GRE also applies the normal purchase and normal sale accounting treatment to forward contracts for the physical delivery of electricity in nodal energy markets that result in locational marginal pricing charges or credits, since this does not constitute a net settlement, even when legal title to the electricity is conveyed to the ISO during transmission. Accordingly, GRE recognizes revenue from customer sales, and the related cost of revenues, at the contracted price, as electricity and natural gas is delivered to retail customers. Shipping and Handling Fees and Costs Amounts billed to customers for shipping and handling are included in revenues. The related minimal 0.1 0.2 December 31, 2018 2017 Foreign Currency Assets and liabilities of foreign subsidiaries denominated in foreign currencies are translated to U.S. Dollars at end-of-period rates of exchange, and their monthly results of operations are translated to U.S. Dollars at the average rates of exchange for that month. Gains or losses resulting from such foreign currency translations are recorded in “Accumulated other comprehensive income” in the accompanying consolidated balance sheets. Foreign currency transaction gains and losses are reported in “Other (expense) income, net” in the accompanying consolidated statements of operations. Advertising Expense Cost of advertising for customer acquisitions is charged to selling, general and administrative expense in the period in which it is incurred. Most of the advertisements are in print, over the radio, or direct mail. In the years ended December 31, 2018 2017 2.4 2.1 Income Taxes The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the period in which related temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in its assessment of a valuation allowance. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date of such change. The Company uses a two 50 one The Company classifies interest and penalties on income taxes as a component of income tax expense. Contingencies The Company accrues for loss contingencies when both (a) information available prior to issuance of the financial statements indicates that it is probable that a liability had been incurred at the date of the financial statements and (b) the amount of loss can reasonably be estimated. When the Company accrues for loss contingencies and the reasonable estimate of the loss is within a range, the Company records its best estimate within the range. When no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount in the range. The Company discloses an estimated possible loss or a range of loss when it is at least reasonably possible that a loss may have been incurred. 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 determined 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: Year ended December 31, 2018 2017 (in thousands) Basic weighted-average number of shares $ 25,154 $ 23,531 Effect of dilutive securities Stock options and warrants 130 — Non-vested restricted Class B common stock 411 — Diluted weighted-average number of shares $ 25,695 $ 23,531 The following shares were excluded from the diluted earnings per share computations because their inclusion would have been anti-dilutive: Year ended December 31, (in thousands) 2018 2017 Stock options 341 383 Non-vested restricted Class B common stock — 762 Shares excluded from the calculation of diluted earnings per share 341 1,145 The diluted loss per share equals basic loss per share in the years ended December 31, 2017 Stock-Based Compensation The Company recognizes compensation expense for grants of stock-based awards to its employees based on the estimated fair value on the grant date. Stock based awards granted to nonemployees are marked-to-market until the vesting of the award. Compensation cost for awards is recognized using the straight-line method over the requisite service period, which approximates the vesting period. Stock-based compensation is included in selling, general and administrative expense. Vulnerability Due to Certain Concentrations Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents, restricted cash, certificates of deposit and trade accounts receivable. The Company holds cash, cash equivalents and restricted cash at several major financial institutions, which may exceed FDIC 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 GRE’s REPs reduce their customer credit risk by participating in purchase of receivable, or 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. Certain of the utility companies represent significant portions of the Company’s consolidated revenues and consolidated gross trade accounts receivable balance and such concentrations increase the Company’s risk associated with nonpayment by those utility companies. The following table summarizes the percentage of consolidated revenues from customers by utility company that equal or exceed 10 10 Year ended December 31, 2018 2017 Con Edison 11 % 15 % ComEd na % 10 % na – less than 10 The following table summarizes the percentage of consolidated gross trade accounts receivable by utility company that equal or exceed 10 2017 10 December 31, 2018 2017 December 31 2018 2017 Con Edison na % 11 % na – less than 10 Allowance for Doubtful Accounts The allowance for doubtful accounts reflects the Company’s best estimate of probable losses inherent in the accounts receivable balance. The allowance is determined based on known troubled accounts, historical experience and other currently available evidence. Doubtful accounts are written-off upon final determination that the trade accounts will not be collected. The change in the allowance for doubtful accounts was as follows: (in thousands) Balance at beginning of period Additions charged (reversals credited) to expense Additions (deductions) ( 1 Balance at end of period Year ended December 31, 2018 Reserves deducted from accounts receivable: Allowance for doubtful accounts $ 1,099 $ 904 $ — $ 2,003 Year ended December 31, 2017 Reserves deducted from accounts receivable: Allowance for doubtful accounts $ 171 $ 762 $ 166 $ 1,099 ( 1 Primarily uncollectible accounts written off, net of recoveries. Fair Value Measurements Fair value of financial and non-financial assets and liabilities is defined as an exit price, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 — unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. Accounting Standards Updates In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASC 606 1 2 3 4 5 606 In January 2016, the FASB issued ASU No. 2016 01 Recognition and Measurement of Financial Assets and Financial Liabilities 1 2 3 4 In February 2016, the FASB issued ASU No. 2016 02 Leases (Topic 842 12 2016 02 2018 10 842 2018 10 2018 11 842 2018 11 2018 10 2016 02 sixteen 2018 11 840 840 840 840 2018 11 two 2016 02 The Company will adopt the new standard on January 1, 2019. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. As a lessee, the most significant impact of the standards relates to the recognition of the ROU assets and lease liabilities for the operating leases in the balance sheet. The Company is in the final process of implementing a new lease accounting policy and updating its controls and procedures for maintaining and accounting for its lease portfolio under the new guidance. Upon adoption of Topic 842 In June 2016, the FASB issued ASU No. 2916 13 Measurement of Credit Losses on Financial Instruments In November 2016, the FASB issued ASU No. 2016 18 Restricted Cash The Company adopted the amendments in this ASU on January 1, 2018. For the year ended December 31, 2 017 0.1 10.0 0.6 2016 18 $ 2.0 11.9 2016 The adoption did not have a material impact on the Company's consolidated balance sheets, results of operations and cash flows, other than the impact discussed above. In January 2017, the FASB issued ASU No. 2017 01 Business Combinations three 1 2 two 2017 01 The Company accounted for the Smile Energy G.K. ("Smile Energy") acquisition as an asset acquisition (see Note 2 Acquisitions and Divestitures The adoption did not have a material impact on the Company's consolidated balance sheets, results of operations and cash flows, other than the impact discussed above. In August 2017, the FASB issued ASU No. 2017 12 Derivatives and Hedging (Topic 815 In June 2018, the FASB issued ASU No. 2018 07 718 718 718 718 1 2 606 In August 2018, the FASB issued ASU No. 2018 13 3 3 In November 2018, the FASB issued ASU No. 2018 13 Targeted Improvements to Related Party Guidance for Variable Interest Entities |