Description of Business and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2014 |
Accounting Policies [Abstract] | ' |
Description of Business | ' |
Description of Business |
EnerNOC, Inc. (the Company) is a leading provider of energy intelligence software, or EIS, and related solutions. The Company unlocks the full value of energy management for commercial, institutional and industrial end-users of energy, which the Company refers to as its C&I or enterprise customers, as well as electric power grid operators and utilities by delivering a comprehensive suite of demand-side management solutions. The Company’s EIS and related solutions help its customers buy energy better, use less energy and be more strategic about when they consume energy in order to reduce overall energy spend and maximize productivity of that spend. |
The Company’s EIS and related solutions provide technology-enabled demand response, demand management, utility bill management, supply management, visibility and reporting, facility optimization, and project management applications and services for its enterprise, electric power grid operator and utility customers. Demand response is an alternative to traditional electric power generation and transmission infrastructure projects that enables electric power grid operators and utilities to reduce the likelihood of service disruptions, such as brownouts and blackouts, during periods of peak electricity demand, and otherwise manage the electric power grid during short-term imbalances of supply and demand or during periods when energy prices are high. The Company’s solutions for utilities and grid operators include EnerNOC Demand Resource™, a turnkey demand response resource with a firm capacity commitment, and EnerNOC Demand Manager™, a Software-as-a-Service (SaaS) application that provides utilities and energy retailers with the underlying technology to manage their demand response programs and secure reliable demand-side resources. When the Company enters into an EnerNOC Demand Resource contract, it matches obligation, in the form of megawatts, or MW, that it agrees to deliver to its utility and electric power grid operator customers, with supply, in the form of MW that the Company is able to curtail from the electric power grid through its arrangements with its enterprise customers. When the Company is called upon by its utility or electric power grid operator customers to deliver its contracted capacity, the Company uses its Network Operations Center, or NOC, to remotely manage and reduce electricity consumption across its growing network of enterprise customer sites, making demand response capacity available to electric power grid operators and utilities on demand while helping enterprise customers achieve energy savings, improve financial results and realize environmental benefits. The Company receives recurring payments from electric power grid operators and utilities for providing its EnerNOC Demand Resource and the Company shares these recurring payments with its enterprise customers in exchange for those enterprise customers reducing their power consumption when called upon by the Company to do so. The Company occasionally reallocates and realigns its capacity supply and obligation through open market bidding programs, supplemental demand response programs, auctions or other similar capacity arrangements and bilateral contracts to account for changes in supply and demand forecasts, as well as changes in programs and market rules in order to achieve more favorable pricing opportunities. The Company refers to the above activities as managing its portfolio of demand response capacity. The Company’s EnerNOC Demand Manager product consists of long-term contracts with a utility customer for a SaaS solution that allows utilities to manage demand response capacity in utility-sponsored demand response programs. The Company’s EnerNOC Demand Manager provides its utility customers with real-time load monitoring, dispatching applications, customizable reports, measurement and verification, and other professional services. |
The Company builds on its position as the world’s leading demand response provider by using its EIS to provide its enterprise customers with the ability to: |
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| • | | manage energy supplier selection, procurement and implementation; | | | | | | | | | | | | | |
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| • | | manage energy budget forecasting; | | | | | | | | | | | | | |
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| • | | manage utility bills and payment; and | | | | | | | | | | | | | |
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| • | | measure, track, analyze, report and manage greenhouse gas emissions. | | | | | | | | | | | | | |
The Company’s EIS and related solutions provide its enterprise customers with the visibility they need to prioritize resources against the activities that will deliver the highest return on investment. |
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During the third quarter of fiscal 2014, the Company began to offer its EIS and related solutions at three subscription levels: basic, standard, and professional. The Company delivers SaaS solutions on all of the major Internet browsers and on leading mobile device operating systems. In addition to its EIS packages, the Company sells a data-driven energy efficiency suite of premium consulting and custom training services, including technology integration services, supply consulting, energy efficiency planning, audits, assessments, commissioning and retro-commissioning services, which are available for an hourly or fixed fee. The Company’s target customers for its EIS and related solutions, to which it sells primarily through the Company’s direct sales force, are enterprises that spend approximately $100,000/year per site or more on energy. |
Since inception, the Company’s business has grown substantially. The Company began by providing its demand response solutions in one state in the United States in 2003 and has expanded to providing its EIS and related solutions in several regions throughout the United States, as well as internationally in Australia, Brazil, China, Germany, India, Ireland, Japan, New Zealand, South Korea and the United Kingdom. |
Reclassifications | ' |
Reclassifications |
The Company has reclassified certain amounts in its unaudited condensed consolidated statements of income for the three and nine month periods ended September 30, 2013, to conform to the 2014 presentation. The reclassifications made relate to the presentation of the Company’s revenues from DemandSMART and EfficiencySMART, SupplySMART and other revenues to revenues from grid operators, revenues from utilities, and revenues from enterprise customers and was done in order to provide the users of its consolidated financial statements with additional insight into how the Company and its management view and evaluate its revenues and related growth. This reclassification within the unaudited condensed consolidated statements of income for the three and nine month periods ended September 30, 2013 had no impact on previously reported total consolidated revenues or consolidated results of operations. |
Presentational Changes | ' |
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Presentational Changes |
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The Company has recorded certain adjustments related to the presentation of revenue and cost of revenue in its consolidated statement of operations for the three and nine months ended September 30, 2014. The Company has historically recorded revenue and cost of revenues net (as an agent) for certain transactions with C&I customers and upon further analysis during the quarter ended September 30, 2014, the Company concluded revenue and cost of revenues for these transactions should be recorded gross (as a principal). The Company assessed the materiality of the historical misstatements, individually and in aggregate, on its prior annual and quarterly consolidated financial statements and concluded the effect of the error was not material to its consolidated financial statements for any of the periods. The Company recorded an adjustment in the consolidated statement of income for the three months ended September 30, 2014 to correct the presentation of such revenues on a year-to-date basis. This correction resulted in an increase to both grid operator revenue and cost of revenue of $4,344 for the three month period ended September 30, 2014. |
Basis of Consolidation | ' |
Basis of Consolidation |
The unaudited condensed consolidated financial statements of the Company include the accounts of its wholly-owned subsidiaries and have been prepared in conformity with accounting principles generally accepted in the United States (GAAP) and variable interest entities (VIE) in which the Company has variable interests are consolidated as the Company is the primary beneficiary and thus controls the VIE. Intercompany transactions and balances are eliminated upon consolidation. |
On February 13, 2014, the Company acquired all of the outstanding capital stock of Entelios AG (Entelios) and all of the outstanding capital stock of Activation Energy DSU Limited (Activation) in separate purchase business combinations. |
On April 2, 2014, the Company completed an acquisition of all of the outstanding stock of an international demand response entity. |
On April 17, 2014, the Company completed acquisitions of all of the outstanding stock of EnTech Utility Service Bureau, Inc. (Entech US) and EnTech Utility Service Bureau Ltd. (Entech UK) and on May 9, 2014, the Company completed the acquisition of the remaining 50% ownership in EnTech USB Private Limited (Entech India), which was a joint venture between EnTech US and a third party (collectively all referred to as, Entech). |
The results of operations of the acquired entities discussed above are included in the Company’s unaudited condensed consolidated statement of income from the date of acquisition forward. |
Subsequent Events Consideration | ' |
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Subsequent Events Consideration |
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The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required. |
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On October 9, 2014, the Company entered into an amendment to its lease for its principal executive offices (the July 5, 2012 Lease) to lease additional space. The Company’s lease for this additional space will commence on or about January 1, 2015, which is the date on which the Company has the right to control access and physical use of the leased space, and will be subject to the terms and conditions of the July 5, 2012 Lease. The lease term for the additional space shall coincide with the term for the July 5, 2012 Lease and expire on July 31, 2020 unless earlier terminated or further extended as provided in the July 5, 2012 Lease. The lease amendment contains both a rent holiday, under which lease payments do not commence until June 2015, and escalating rental payments. As a result, the Company will record rent on a straight-line basis in accordance with ASC 840, Leases, beginning upon the lease commencement date. |
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On November 4, 2014, the Company and one of its wholly-subsidiaries (Purchaser) entered into a definitive agreement and plan of merger (the Merger Agreement), to acquire World Energy Solutions, Inc., a Delaware corporation (the Target). Pursuant to the Merger Agreement, Purchaser will commence an offer (the Offer) to acquire all of the outstanding shares of the Target’s common stock, par value $0.0001 per share (the Shares) for $5.50 per share net to the seller in cash, without interest, subject to any required withholding of taxes. In addition to purchasing the Shares, the Company will assume the Target’s outstanding debt for a total transaction value of approximately $76,000 in cash. Completion of the Offer is subject to several conditions, including (i) that a majority of the shares outstanding (determined on a fully diluted basis) be validly tendered and not validly withdrawn prior to the expiration of the Offer; (ii) the absence of a material adverse effect on the Target; and (iii) certain other customary conditions. The Offer is not subject to a financing condition. |
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There were no other material recognizable subsequent events recorded or requiring disclosure in the September 30, 2014 unaudited condensed consolidated financial statements. |
Use of Estimates in Preparation of Financial Statements | ' |
Use of Estimates in Preparation of Financial Statements |
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to SEC rules and regulations. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements and notes thereto have been prepared on the same basis as the audited consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, and include all adjustments (consisting of normal, recurring adjustments) necessary for the fair presentation of the Company’s financial position at September 30, 2014 and statements of income, statements of comprehensive income and statements of cash flows for the three and nine month periods ended September 30, 2014 and 2013. Operating results for the three and nine month periods ended September 30, 2014 are not necessarily indicative of the results to be expected for any other interim period or the entire fiscal year ending December 31, 2014 (fiscal 2014). |
The preparation of these unaudited condensed consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to revenue recognition, allowance for doubtful accounts, valuations and purchase price allocations related to business combinations, fair value of deferred acquisition consideration, fair value of accrued acquisition contingent consideration, expected future cash flows including growth rates, discount rates, terminal values and other assumptions and estimates used to evaluate the recoverability of long-lived assets and goodwill, estimated fair values of intangible assets and goodwill, amortization methods and periods, certain accrued expenses and other related charges, stock-based compensation, contingent liabilities, fair value of asset retirement obligations, tax reserves and recoverability of the Company’s net deferred tax assets and related valuation allowance. |
Although the Company regularly assesses these estimates, actual results could differ materially. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from management’s estimates if these results differ from historical experience or other assumptions prove not to be substantially accurate, even if such assumptions are reasonable when made. |
The Company is subject to a number of risks similar to those of other companies of similar and different sizes both inside and outside of its industry, including, but not limited to, rapid technological changes, competition from similar energy management applications, services and products provided by larger companies, customer concentration, government regulations, market or program rule changes, protection of proprietary rights and dependence on key individuals. |
Revenue Recognition | ' |
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Revenue Recognition |
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The Company recognizes revenues in accordance with Accounting Standards Codification (ASC) 605, Revenue Recognition (ASC 605). In all of the Company’s arrangements, it does not recognize any revenues until it can determine that persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and it deems collection to be reasonably assured. In making these judgments, the Company evaluates the following criteria: |
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| • | | Evidence of an arrangement. The Company considers a definitive agreement signed by the customer and the Company or an arrangement enforceable under the rules of an open market bidding program to be representative of persuasive evidence of an arrangement. | | | | | | | | | | | | | |
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| • | | Delivery has occurred. The Company considers delivery to have occurred when service has been delivered to the customer and no significant post-delivery obligations exist. In instances where customer acceptance is required, delivery is deemed to have occurred when customer acceptance has been achieved. | | | | | | | | | | | | | |
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| • | | Fees are fixed or determinable. The Company considers fees to be fixed or determinable unless the fees are subject to refund or adjustment or are not payable within normal payment terms. If the fee is subject to refund or adjustment and the Company cannot reliably estimate this amount, the Company recognizes revenues when the right to a refund or adjustment lapses. If the Company offers payment terms significantly in excess of its normal terms, it recognizes revenues as the amounts become due and payable or upon the receipt of cash. | | | | | | | | | | | | | |
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| • | | Collection is reasonably assured. The Company conducts a credit review at the inception of an arrangement to determine the creditworthiness of the customer. Collection is reasonably assured if, based upon evaluation, the Company expects that the customer will be able to pay amounts under the arrangement as payments become due. If the Company determines that collection is not reasonably assured, revenues are deferred and recognized upon the receipt of cash. | | | | | | | | | | | | | |
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The Company maintains a reserve for customer adjustments and allowances as a reduction in revenues. In determining the Company’s revenue reserve estimate, and in accordance with company policy, the Company relies on historical data and known performance adjustments. These factors, and unanticipated changes in the economic and industry environment, could cause the Company’s reserve estimates to differ from actual results. The Company records a provision for estimated customer adjustments and allowances in the same period as the related revenues are recorded. These estimates are based on the specific facts and circumstances of a particular program, analysis of credit memo data, historical customer adjustments, and other known factors. If the data the Company uses to calculate these estimates does not properly reflect reserve requirements, then a change in the allowances would be made in the period in which such a determination is made and revenues in that period could be affected. As of September 30, 2014 and December 31, 2013, the Company’s revenue reserves were $475 and $475, respectively. |
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Revenues from grid operators and revenues from utilities principally represent demand response revenues. During the three and nine month periods ended September 30, 2014, revenues from grid operators and utilities were comprised of $318,629 and $396,057 of demand response revenues, respectively, and $960 and $4,546 of EIS and related solutions revenues, respectively. During the three and nine month periods ended September 30, 2013, revenues from grid operators and utilities were comprised of $267,376 and $318,362 of demand response revenues, respectively, and $1,597 and $5,920 of EIS and solutions revenues, respectively. |
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All revenues from enterprise customers for the three and nine month periods ended September 30, 2014 and 2013 were derived from EIS and related solutions. |
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Demand Response Revenues |
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The Company enters into contracts and open market bidding programs with utilities and electric power grid operators to provide demand response applications and services. Currently the Company has two principal service offerings under which it provides demand response applications and services: (1) full-service turnkey offering to utilities under which it manages all aspects of demand response program delivery to deliver a firm capacity resource (Demand Resource) and (2) utility partnership offering under which utilities can utilize software through a software as a service offering, integrated metering hardware, and professional services to support their tariff-based C&I demand response programs on a service-level agreement basis (Demand Manager). |
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The Company has evaluated the factors within ASC 605 regarding gross versus net revenue reporting for its demand response revenues and its payments to C&I customers. Based on the evaluation of the factors within ASC 605, the Company has determined that all of the applicable indicators of gross revenue reporting were met. The applicable indicators of gross revenue reporting included, but were not limited to, the following: |
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| • | | The Company is the primary obligor in its arrangements with electric power grid operators and utility customers because the Company provides its demand response services directly to electric power grid operators and utilities under long-term contracts or pursuant to open market programs and contracts separately with C&I customers to deliver such services. The Company manages all interactions with the electric power grid operators and utilities, while C&I customers do not interact with the electric power grid operators and utilities. In addition, the Company assumes the entire performance risk under its arrangements with electric power grid operators and utility customers, including the posting of financial assurance to assure timely delivery of committed capacity with no corresponding financial assurance received from its C&I customers. In the event of a shortfall in delivered committed capacity, the Company is responsible for all penalties assessed by the electric power grid operators and utilities without regard for any recourse the Company may have with its C&I customers. | | | | | | | | | | | | | |
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| • | | The Company has latitude in establishing pricing, as the pricing under its arrangements with electric power grid operators and utilities is negotiated through a contract proposal and contracting process or determined through a capacity auction. The Company then separately negotiates payments to C&I customers and has complete discretion in the contracting process with the C&I customers. | | | | | | | | | | | | | |
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| • | | The Company has complete discretion in determining which suppliers (C&I customers) will provide the demand response services, provided that the C&I customer is located in the same region as the applicable electric power grid operator or utility. | | | | | | | | | | | | | |
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| • | | The Company is involved in both the determination of service specifications and performs part of the services, including the installation of metering and other equipment for the monitoring, data gathering and measurement of performance, as well as, in certain circumstances, the remote control of C&I customer loads. | | | | | | | | | | | | | |
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As a result, the Company has concluded that it earns revenue (as a principal) from the delivery of demand response services to electric power grid operators and utility customers and records the amounts billed to the electric power grid operators and utility customers as gross demand response revenues and the amounts paid to C&I customers as cost of revenues. |
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EnerNOC Demand Resource Solution |
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The majority of the Company’s demand response revenues are generated from the EnerNOC Demand Resource solution. Demand response revenues consist of two elements: revenue earned from the Company’s ability to deliver committed capacity to its electric power grid operator and utility customers, which the Company refers to as capacity revenue; and revenue earned from additional payments made to the Company for the amount of energy usage actually curtailed from the grid during a demand response event, which the Company refers to as energy event revenue. |
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The Company recognizes demand response revenue when it has provided verification to the electric power grid operator or utility of its ability to deliver the committed capacity which entitles the Company to payments under the contract or open market program. Committed capacity is generally verified through the results of an actual demand response event or a measurement and verification test. Once the capacity amount has been verified, the revenue is recognized and future revenue becomes fixed or determinable and is recognized monthly until the next demand response event or test. In subsequent verification events, if the Company’s verified capacity is below the previously verified amount, the electric power grid operator or utility customer will reduce future payments based on the adjusted verified capacity amounts. Ongoing demand response revenue recognized between demand response events or tests that are not subject to penalty or customer refund are recognized in revenue. If the revenue is subject to refund and the amount of refund cannot be reliably estimated, the revenue is deferred until the right of refund lapses. |
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Commencing in fiscal 2012, all demand response capacity revenues related to the Company’s participation in the PJM open market program for its Limited demand response product (referred to as the PJM summer-only open market program in prior filings) are being recognized at the end of the four-month delivery period of June through September, or during the three month period ended September 30th of each year. Because the period during which the Company is required to perform (June through September) is shorter than the period over which payments are received under the program (June through May), a portion of the revenues that have been earned are recorded and accrued as unbilled revenue. Substantially all revenues related to the PJM open market program for the program year ended September 30, 2014 were recognized during the three month period ended September 30, 2014 and as a result of the billing period not coinciding with the revenue recognition period, the Company had $155,102 in unbilled revenues from PJM at September 30, 2014. |
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With respect to the PJM open market program, the Company commenced participation in a new service offering within this program on June 1, 2014. Under this new service delivery offering, which the Company refers to as the PJM Extended demand response program, the delivery period is from June through October and then May in the subsequent calendar year. The revenues and any associated penalties, if any, for underperformance related to participation in the PJM Extended demand response program are separate and distinct from the Company’s participation in other offerings within the PJM open market program. Under the PJM Extended demand response program, penalties incurred as a result of underperformance for a demand response event dispatched during the months of June through September and for a demand response test event are the same as the historical service offering in which the Company has participated, which the Company refers to as the PJM Limited demand response program. However, penalties incurred as a result of underperformance for an event dispatched during the month of October or the month of May are 1/52 multiplied by the number of the shortfall amount (committed capacity less actual delivered capacity) times the applicable capacity rate. Consistent with the PJM Limited demand response program, the Company notes that the fees could potentially be subject to adjustment or refund based on performance during the applicable performance period. The revenue will be recognized ratably over the delivery period if the Company can reliably estimate the amount of fees potentially subject to adjustment or refund as of the end of September, otherwise revenues related to its participation in this program would be recognized at the end of the delivery period. For the PJM Extended demand response delivery period that commenced on June 1, 2014 and ends on May 31, 2015, the potential fees that could be earned are not material, however, for subsequent years beyond the delivery period ending on May 31, 2015, the potential fees from participation in the PJM Extended demand response program could be material. |
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Demand response capacity revenues related to the Company’s participation in an open market program in Western Australia are potentially subject to refund and therefore, are deferred until a portion of such capacity revenues are reliably estimable which currently occurs upon an emergency event dispatch or until the end of the program period on September 30th. Historically all capacity revenues have been recognized during the three month period ended September 30th as there have previously been no emergency event dispatches. During the three month period ended June 30, 2014, there was an emergency event dispatch in this open market program and as a result, a portion of the capacity revenues were fixed and no longer subject to adjustment resulting in the recognition of $4,344 of capacity revenues and $1,982 of related cost of revenues during the three month period ended June 30, 2014. As of September 30, 2014, the Company determined that the amount of fees potentially subject to adjustment or refund was reliably estimable beginning with the new program year in Western Australia commencing on October 1, 2014. Therefore, future revenues will be recognized ratably over the delivery period from October 1 to September 30. |
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Energy event revenues are recognized when earned. Energy event revenue is deemed to be substantive and represents the culmination of a separate earnings process and is recognized when the energy event is initiated by the electric power grid operator or utility customer and the Company has responded under the terms of the contract or open market program. During the three and nine month periods ended September 30, 2014, the Company recognized $1,352 and $26,121, respectively, of energy event revenues, and during the three and nine month periods ended September 30, 2013, the Company recognized $19,281 and $23,440, respectively, of energy event revenues. |
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In 2012, the Company decided to net settle a portion of its future contractual delivery obligations in a certain open market bidding program. As of September 30, 2014, the Company entered into transactions to net settle a significant portion of its future delivery obligations and these transactions have been approved by the customer. As a result, as long as the other criteria for revenue recognition are met, the Company will recognize these fees from the net settlement transactions as revenues as they become due and payable with such fees being recorded as a component of grid operator revenues. During the three and nine month periods ended September 30, 2014, the Company recognized revenues of $3,523 and $11,325, respectively, related to these net settlement transactions. |
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The Company has evaluated the forward capacity programs in which it participates and has determined that its contractual obligations in these programs do not currently meet the definition of derivative contracts under ASC 815, Derivatives and Hedging (ASC 815). |
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EnerNOC Demand Manager Solution |
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Under the Company’s EnerNOC Demand Manager solution, the Company generally receives an ongoing fee for overall management of the utility demand response program based on enrolled capacity or enrolled C&I customers, which is not subject to adjustment based on performance during a demand response dispatch. The Company recognizes revenues from these fees ratably over the applicable service delivery period commencing upon when the C&I customers have been enrolled and the contracted services have been delivered. In addition, under this offering, the Company may receive additional fees for program start-up, as well as, for C&I customer installations. The Company has determined that these fees do not have stand-alone value as such services do not have value without the ongoing services related to the overall management of the utility demand response program. Therefore, the Company recognizes these fees over the estimated customer relationship period, which is generally the greater of three years or the contract period, commencing upon the enrollment of the C&I customers and delivery of the contracted services. Through September 30, 2014, revenues from EnerNOC Demand Manager have not been material to the Company’s consolidated results of operations. |
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Enterprise EIS and Related Solutions |
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The Company’s enterprise EIS and related solutions revenues generally represent ongoing software or service arrangements under which the revenues are recognized ratably over the service period commencing upon delivery of the contracted service with the customer. Under certain of the Company’s arrangements, a portion of the fees received may be subject to adjustment or refund based on the validation of the energy savings delivered after the implementation is complete. As a result, the Company defers the portion of the fees that are subject to adjustment or refund until such time as the right of adjustment or refund lapses, which is generally upon completion and validation of the implementation. In addition, under certain other of the Company’s arrangements, the Company sells proprietary equipment to C&I customers that is utilized to provide the ongoing services that the Company delivers. Currently, this equipment has been determined to not have stand-alone value. As a result, the Company defers revenues associated with the equipment and begins recognizing such revenue ratably over the expected C&I customer relationship period (generally three years), once the C&I customer is receiving the ongoing services from the Company. In addition, the Company capitalizes the associated direct and incremental costs, which primarily represent the equipment and third-party installation costs, and recognizes such costs over the expected C&I customer relationship period. |
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The Company follows the provisions of ASC Update No. 2009-13, Multiple-Deliverable Revenue Arrangements (ASU 2009-13). The Company typically determines the selling price of its services based on vendor specific objective evidence (VSOE). Consistent with its methodology under previous accounting guidance, the Company determines VSOE based on its normal pricing and discounting practices for the specific service when sold on a stand-alone basis. In determining VSOE, the Company’s policy is to require a substantial majority of selling prices for a product or service to be within a reasonably narrow range. The Company also considers the class of customer, method of distribution, and the geographies into which its products and services are sold when determining VSOE. The Company typically has had VSOE for its products and services. |
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In certain circumstances, the Company is not able to establish VSOE for all deliverables in a multiple element arrangement. This may be due to the infrequent occurrence of stand-alone sales for an element, a limited sales history for new services or pricing within a broader range than permissible by the Company’s policy to establish VSOE. In those circumstances, the Company proceeds to the alternative levels in the hierarchy of determining selling price. Third Party Evidence (TPE) of selling price is established by evaluating largely similar and interchangeable competitor products or services in stand-alone sales to similarly situated customers. The Company is typically not able to determine TPE and has not used this measure since the Company has been unable to reliably verify standalone prices of competitive solutions. Management’s best estimate of selling price (ESP) is established in those instances where neither VSOE nor TPE are available, by considering internal factors such as margin objectives, pricing practices and controls, customer segment pricing strategies and the product life cycle. Consideration is also given to market conditions such as competitor pricing information gathered from experience in customer negotiations, market research and information, recent technological trends, competitive landscape and geographies. Use of ESP is limited to a very small portion of the Company’s services, principally certain other EIS software and related solutions. |
Foreign Currency Translation | ' |
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Foreign Currency Translation |
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Foreign currency translation adjustments are recorded as a component of stockholders’ equity within accumulated other comprehensive loss. Gains (losses) arising from transactions denominated in foreign currencies and the re-measurement of certain intercompany receivables and payables are included in other (expense) income, net in the unaudited condensed consolidated statements of income and were ($2,459) and $167 for the three month periods ended September 30, 2014 and 2013, respectively, and ($1,825) and ($1,156) for the nine month periods ended September 30, 2014 and 2013, respectively. Foreign currency exchange gains (losses) resulted primarily from foreign denominated intercompany receivables held by the Company from one of its Australian subsidiaries which mainly resulted from funding provided to complete the acquisition of Energy Response Holdings Pty Ltd (Energy Response) and fluctuations in the Australian dollar exchange rate, in addition to U.S. dollar denominated intercompany payables to the Company from one of its German subsidiaries and one of its UK subsidiaries which mainly resulted from funding provided to complete the acquisitions of Entelios and EnTech, respectively. During the three and nine month periods ended September 30, 2014, $146 ($182 Australian) and $6,447 ($6,881) Australian), respectively, of the intercompany receivable from the Company’s Australian subsidiary was settled resulting in a realized loss of $660 for the nine month period ended September 30, 2014. During the three and nine month periods ended September 30, 2013, $333 ($375 Australian) and $12,142 ($11,796 Australian), respectively, of the intercompany receivable from the Company’s Australian subsidiary was settled resulting in a realized loss of $54 and $402, respectively. During the three and nine month periods ended September 30, 2014 and 2013, there were no other material realized gains (losses) incurred related to transactions denominated in foreign currencies. |
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As of September 30, 2014, the Company had an intercompany receivable from its Australian subsidiary that is denominated in Australian dollars and not deemed to be of a “long-term investment” nature totaling $9,464 at September 30, 2014 exchange rates ($10,836 Australian). The decrease in the Australian intercompany receivable from December 31, 2013 was primarily due to intercompany settlements made during the nine month period ended September 30, 2014 offset by royalties and other support charges due to the U.S. parent for services and technology provided by the U.S. parent during the nine month period ended September 30, 2014. Two of the Company’s German subsidiaries had an intercompany payable to the Company that is denominated in U.S. dollars and not deemed to be of a “long-term investment” nature totaling $21,132 at September 30, 2014; and two of its UK subsidiaries had an intercompany payable to the Company that is denominated in U.S. dollars and not deemed to be of a “long-term investment” nature totaling $4,481 at September 30, 2014. |
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In addition, a portion of the funding provided by the Company to one of its Australian subsidiaries to complete the acquisition of Energy Response was deemed to be of a “long-term investment nature” and therefore, the resulting translation adjustments are being recorded as a component of stockholders’ equity within accumulated other comprehensive loss. As of September 30, 2014, the intercompany funding that is denominated in Australian dollars and deemed to be of a “long-term investment” nature totaled $21,671 at September 30, 2014 exchange rates ($20,364 Australian) and during the three and nine month periods ended September 30, 2014, the Company recorded translation adjustments of ($1,385) and ($389), respectively, related to this intercompany funding within accumulated other comprehensive loss. |
Comprehensive Income | ' |
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Comprehensive Income |
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Comprehensive income is defined as the change in equity of a business enterprise during a period resulting from transactions and other events and circumstances from non-owner sources. As of September 30, 2014 and December 31, 2013, accumulated other comprehensive loss was comprised solely of cumulative foreign currency translation adjustments. The Company presents its components of other comprehensive income net of related tax effects, which have not been material to date. |
Software Development Costs | ' |
Software Development Costs |
Software development costs, including license fees and external consulting costs, of $1,507 and $1,523 for the three month periods ended September 30, 2014 and 2013, respectively, and $4,648 and $5,835 for the nine month periods ended September 30, 2014 and 2013, respectively, have been capitalized in accordance with ASC 350-40, Internal-Use Software (ASC 350-40). The capitalized amount was included as software in property and equipment at September 30, 2014 and December 31, 2013. Amortization of capitalized internal use software costs was $1,547 and $1,434 for the three month periods ended September 30, 2014 and 2013, respectively, and $4,573 and $4,186 for the nine month periods ended September 30, 2014 and 2013, respectively. Accumulated amortization of capitalized internal use software costs was $26,014 and $21,441 as of September 30, 2014 and December 31, 2013, respectively. |
Impairment of Property and Equipment | ' |
Impairment of Property and Equipment |
During the three and nine month periods ended September 30, 2014, as a result of the removal of certain demand response equipment from service, the Company concluded that there were no expected future direct cash flows associated with this demand response equipment and therefore, an impairment indicator existed. The Company determined that the residual value of this demand response equipment was nominal and as a result, recorded an impairment charge during the three and nine month periods ended September 30, 2014 of $175 and $527, respectively, to reduce the carrying value of such equipment to zero. |
Industry Segment Information | ' |
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Industry Segment Information |
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The Company operates in the following major geographic areas as noted in the below chart. The “All other” designation includes revenues from other international locations, primarily consisting of Brazil, Canada, China, Germany, India, Japan, Ireland, New Zealand, South Korea and the United Kingdom. Revenues are based upon customer location and internationally totaled $57,739 and $52,908 for the three month periods ended September 30, 2014 and 2013, respectively, and totaled $80,471 and $66,952 for the nine month periods ended September 30, 2014 and 2013, respectively. |
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Revenues by geography as a percentage of total revenues are as follows: |
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| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
United States | | | 82 | % | | | 81 | % | | | 81 | % | | | 81 | % |
Australia | | | 13 | | | | 16 | | | | 12 | | | | 14 | |
All other | | | 5 | | | | 3 | | | | 7 | | | | 5 | |
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Total | | | 100 | % | | | 100 | % | | | 100 | % | | | 100 | % |
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As of September 30, 2014 and December 31, 2013, the long-lived assets related to the Company’s international subsidiaries were not material to the accompanying unaudited condensed consolidated financial statements taken as a whole. |
Leases | ' |
In July 2012, the Company entered into a lease for its principal executive offices at One Marina Park Drive, Floors 4-6, Boston, Massachusetts. The lease term is through July 2020 and the lease contains both a rent holiday period and escalating rental payments over the lease term. The lease requires payments for additional expenses such as taxes, maintenance, and utilities and contains a fair value renewal option. The Company began occupying the space during the second quarter of fiscal 2013. In accordance with the terms of the lease, the landlord provided certain lease incentives with respect to the leasehold improvements. In accordance with ASC 840, Leases (ASC 840), the Company recorded the incentives as deferred rent and will reflect these amounts as reductions of lease expense over the lease term. Although lease payments under this arrangement did not commence until August 2013, as the Company had the right to use and controlled physical access to the space, it determined that the lease term commenced in July 2012 and, as a result, began recording rent expense on this lease arrangement at that time on a straight-line basis. The lease also contains certain provisions requiring the Company to restore certain aspects of the leased space to its initial condition. The Company has determined that these provisions represent asset retirement obligations and recorded the estimated fair value of these obligations as the related leasehold improvements were incurred. The Company will accrete the liability to fair value over the life of the lease as a component of operating expenses. As of September 30, 2014, the Company recorded an asset retirement obligation of $417. |