Stockholders' Equity | Stockholders’ Equity 2014 Long-Term Incentive Plan On May 29, 2014, the Company’s stockholders approved the EnerNOC, Inc. 2014 Long-Term Incentive Plan (the 2014 Plan), which was amended by the Company’s stockholders at the Annual Meeting held on May 27, 2015 to increase the number of shares of common stock authorized for issuance under the 2014 Plan by 1,700,000 shares. As of September 30, 2015 , 2,580,300 shares were available for future grant under the 2014 Plan. World Energy Solutions, Inc. 2006 Stock Incentive Plan In connection with the Company’s acquisition of World Energy in January 2015, the Company assumed the World Energy Solutions, Inc. 2006 Stock Incentive Plan (the World Energy Plan). As a result of the assumption, incentive and nonstatutory stock options or stock purchase rights may be granted under the World Energy Plan to employees of the Company who were employees of World Energy prior to January 5, 2015 or were hired by the Company after January 5, 2015. At September 30, 2015 , 94,517 stock-based awards were available for future grants. No awards may be granted under the World Energy Plan after the completion of ten years from August 25, 2006, which is the date on which the World Energy Plan was adopted by the World Energy Board, but awards previously granted may extend beyond that date. Share Repurchase Program and Tax Withholding Obligations On August 11, 2014, the Company’s Board of Directors authorized the repurchase of up to $50,000 of the Company’s common stock during the period from August 11, 2014 through August 8, 2015 (the 2014 Repurchase Program). The Company used $29,975 of the net proceeds from its Notes offering to repurchase 1,514,552 shares of its common stock at a purchase price of $19.79 per share, which was the closing price of the Common Stock on The NASDAQ Global Select Market on August 12, 2014. On August 6, 2015, the Company's Board of Directors approved a new share repurchase program, effective upon the expiration of the Company’s 2014 Repurchase Program on August 8, 2015, that will enable the Company to repurchase up to $50,000 of the Company’s common stock during the period from August 9, 2015 to August 9, 2016 (the 2015 Repurchase Program). Repurchases under the Company’s 2015 Repurchase Program are expected to be made periodically on the open market as market and business conditions warrant, or under a Rule 10b5-1 plan. During the three and nine months ended September 30, 2015 , the Company did not make any repurchases of its common stock under the 2014 Repurchase Program or the 2015 Repurchase Program. The Company withheld 68,367 and 311,244 shares of its common stock during the three and nine months ended September 30, 2015 to satisfy employee minimum statutory income tax withholding obligations in connection with the vesting of restricted stock and restricted stock units under its equity incentive plans, which the Company pays in cash to the appropriate taxing authorities on behalf of its employees. All withheld shares became immediately available for future issuance under the 2014 Plan and the World Energy Plan. Stock-Based Compensation The Company grants share-based awards to employees, non-employees, members of the board and advisory board members. The Company accounts for grants of stock-based compensation in accordance with ASC 718, Stock Compensation (ASC 718). The Company accounts for share-based awards granted to non-employees in accordance with ASC 505-50, Equity Based Payments to Non-Employees , which results in the Company continuing to re-measure the fair value of the non-employee share-based awards until such time as the awards vest. All share-based awards granted, including grants of stock options, restricted stock and restricted stock units, are recognized in the statement of operations based on their fair value as of the date of grant. All shares underlying awards of restricted stock are restricted in that they are not transferable until they vest. Restricted stock typically vests ratably over a four year period from the date of issuance, with certain exceptions. The fair value of restricted stock upon which vesting is solely service-based is expensed ratably over the vesting period. With respect to restricted stock where vesting contains certain performance-based vesting conditions, the fair value is expensed based on the accelerated attribution method as prescribed by ASC 718, over the vesting period. With the exception of certain executives whose employment agreements provide for continued vesting in certain circumstances upon departure, if the employee who received the restricted stock leaves the Company prior to the vesting date for any reason, the shares of restricted stock will be forfeited and returned to the Company. Stock-based compensation expense recorded in the unaudited condensed consolidated statements of operations was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Selling and marketing expenses $ 1,243 $ 1,512 $ 3,194 $ 4,077 General and administrative expenses 2,061 2,262 7,187 7,066 Research and development expenses 351 361 1,004 1,018 Total stock-based compensation expense (1) $ 3,655 $ 4,135 $ 11,385 $ 12,161 (1) Stock-based compensation expense for the three and nine months ended September 30, 2015 include $2 and $495 , respectively, related to the acquisition of World Energy that was settled with the equivalent cash payments. In June 2015, the Company entered into a separation agreement with a former employee. The Company recorded a reversal of previously recognized stock-based compensation expense during the nine months ended September 30, 2015 in the amount of $834 related to the cancellation of non-vested awards upon termination. Stock-based compensation expense related to share-based awards granted to non-employees was not material for the three and nine months ended September 30, 2015 and 2014 . The Company recognized an income tax benefit of $219 from stock-based compensation arrangements during the three and nine months ended September 30, 2014. The Company did not recognize an income tax benefit from stock-based compensation arrangements during the three and nine months ended September 30, 2015 . No material stock-based compensation expense was capitalized during the three and nine months ended September 30, 2015 and 2014 . The Company’s chief executive officer is required to receive his performance-based bonus, if achieved, in shares of the Company's common stock. The Company recorded this amount as stock-based compensation expense ratably over the applicable performance and service period in accordance with ASC 718. During the three and nine months ended September 30, 2015 , the Company recorded $128 and $380 of stock-based compensation expense related to this performance based bonus. During the three and nine months ended September 30, 2014, the Company recorded $129 and $382 of stock-based compensation expense related to this performance based bonus. The EnerNOC, Inc. Amended and Restated 2003 Stock Option and Incentive Plan, the Amended and Restated 2007 Employee, Director and Consultant Stock Plan, the 2014 Plan, and the World Energy Plan (collectively, the Plans) provide for the grant of incentive stock options, nonqualified stock options, restricted and unrestricted stock awards and other stock-based awards to eligible employees, directors and consultants of the Company. Options granted under the Plans are exercisable for a period determined by the Company, but in no event longer than ten years from the date of the grant. Option awards are generally granted with an exercise price equal to the market price of the Company’s common stock on the date of grant. Stock option awards, restricted stock awards and restricted stock unit awards generally vest ratably over four years , with certain exceptions. During the nine months ended September 30, 2015 and 2014 , the Company issued 72,926 and 6,632 shares of its common stock, respectively, to certain executives to satisfy a portion of the Company’s bonus obligations to those individuals. Stock Options The following is a summary of the Company’s stock option activity during the nine months ended September 30, 2015 : Nine Months Ended September 30, 2015 Number of Shares Underlying Options Exercise Price Per Share Weighted- Average Exercise Price Per Share Aggregate Intrinsic Value Outstanding at December 31, 2014 725,578 $0.35 - $43.38 $ 18.01 $ 2,978 (2) Granted 78,413 10.99 Exercised (109,617 ) 9.80 771 (3) Canceled (57,624 ) 16.60 Outstanding at September 30, 2015 636,750 $0.51 - $43.38 $ 18.69 $ 933 (4) Weighted average remaining contractual life in years: 2.2 Exercisable at end of period 603,208 $0.51 - $43.38 $ 19.06 $ 932 (4) Weighted average remaining contractual life in years: 2.1 Vested or expected to vest at September 30, 2015 (1) 634,234 $0.51 - $43.38 $ 18.69 $ 933 (4) (1) This represents the number of vested options as of September 30, 2015 plus the number of non-vested options expected to vest as of September 30, 2015 based on a 7.5% forfeiture rate. (2) The aggregate intrinsic value was calculated based on the positive difference between the estimated fair value of the Company’s common stock on December 31, 2014 of $15.45 and the weighted-average exercise price of the underlying options. (3) The aggregate intrinsic value was calculated based on the difference between the fair value of the Company’s common stock on the applicable exercise dates and the weighted-average exercise price of the underlying options. (4) The aggregate intrinsic value was calculated based on the positive difference between the estimated fair value of the Company’s common stock on September 30, 2015 of $7.90 and the weighted-average exercise price of the underlying options. The weighted average fair value per share of options granted during the nine months ended September 30, 2015 was $9.92 . As of September 30, 2015 , all 636,467 options were held by employees and directors of the Company and 283 option were held by a consultant. As of September 30, 2015 , the Company had $461 of unrecognized stock-based compensation expense, which is expected to be recognized over a weighted average period of 1.6 years. Restricted Stock The following table summarizes the Company’s restricted stock activity during the nine months ended September 30, 2015 : Number of Shares Weighted Average Grant Date Fair Value Per Share Nonvested at December 31, 2014 2,170,267 $ 17.18 Granted 1,439,283 10.98 Vested (834,269 ) 16.13 Cancelled (317,526 ) 15.67 Nonvested at September 30, 2015 2,457,755 $ 14.60 For non-vested restricted stock subject to service-based vesting conditions outstanding as of September 30, 2015 , the Company had $23,427 of unrecognized stock-based compensation expense, which is expected to be recognized over a weighted average period of 2.7 years. For non-vested restricted stock subject to performance-based vesting conditions outstanding that were probable of vesting as of September 30, 2015 , which represents all of the outstanding non-vested restricted stock subject to performance-based vesting conditions, the Company had $2,075 of unrecognized stock-based compensation expense, which is expected to be recognized over a weighted average period of 1.4 years. In February 2015, the Company entered into a separation agreement with a former employee, which changed the employee’s status to non-employee consultant as of July 1, 2015 and provided for the vesting of 12,514 shares of previously non-vested restricted stock, to continue to vest through January 2, 2016, as long as the individual continues to serve as a consultant through the date of the applicable vesting. Through the non-employee consultation period, the restricted stock will be fair valued at the end of each reporting period, with changes in fair value being recorded to the consolidated statement of operations. Restricted Stock Units The following table summarizes the Company’s restricted stock unit activity during the nine months ended September 30, 2015 : Number of Shares Weighted Average Grant Date Fair Value Per Share Nonvested at December 31, 2014 256,872 $ 20.08 Granted 69,950 10.59 Vested (4,939 ) 19.64 Cancelled (39,266 ) 19.00 Nonvested at September 30, 2015 282,617 $ 17.84 During the year ended December 31, 2014, the Company granted 250,382 shares of non-vested restricted stock units that contain performance-based vesting conditions to certain non-executive German employees in connection with its acquisition of Entelios. Vesting would be triggered for these shares if the employee remained employed with the Company and if certain earnings targets were met in 2014, 2015, and 2016. As of September 30, 2015 , the Company has determined that the earnings targets were not probable of being met, and thus the awards have not been deemed probable of vesting. For non-vested restricted stock units subject to service-based vesting conditions outstanding as of September 30, 2015 , the Company had $631 of unrecognized stock-based compensation expense, which is expected to be recognized over a weighted average period of 3.1 years. For non-vested restricted stock units subject to outstanding performance-based vesting conditions that were not probable of vesting at September 30, 2015 , the Company had $4,220 of unrecognized stock-based compensation expense. If and when any additional portion of these non-vested restricted stock units are deemed probable to vest, the Company will reflect the effect of the change in estimate in the period of change by recording a cumulative catch-up adjustment to retroactively apply the new estimate. |