Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business EnerNOC, Inc. (the Company) is a leading provider of demand response solutions and energy intelligence software (EIS) to enterprises, utilities, and electric power grid operators. The Company’s demand response solutions provide utilities and electric power grid operators with a managed service demand response resource that matches obligation in the form of megawatts (MW) that the Company agrees to deliver to utility customers and electric power grid operators, with supply, in the form of MW that are curtailed from the electric power grid through the Company's arrangements with commercial and industrial end-users of energy (C&I end-users). When called upon by utilities and electric power grid operators to deliver contracted capacity, the Company uses its global Network Operations Center (NOC) to remotely manage and reduce electricity consumption across its network of C&I end-user sites, making demand response capacity available to utilities and electric power grid operators on demand, while helping C&I end-users achieve energy savings, improve financial results and realize environmental benefits. The Company’s EIS provides enterprises with a Software-as-a-Service (SaaS) energy management application that enables them to better manage and control energy costs for their organizations. The Company offers premium professional services that support the implementation of its EIS and help its enterprise customers set their energy management strategies while also providing energy audit and retro-commissioning services. The Company's energy procurement solutions provide customers with the ability to more effectively manage their energy supplier selection and energy procurement process by providing highly-structured, SaaS-enabled auction events. |
Basis of Presentation | Basis of Presentation The accompanying 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. Intercompany transactions and balances are eliminated in consolidation. The Company owns a 60% equity interest in EnerNOC Japan K.K. (ENOC Japan), for which it consolidates in accordance with Accounting Standards Codification (ASC) 810, Consolidation (ASC 810), and accounts for the remaining 40% as a non-controlling interest. |
Reclassifications and Presentational Changes | Reclassifications Effective during the first quarter of 2016, the Company began operating two reportable segments: Demand Response and Software. The Company updated the presentation of the revenue categories on its consolidated statements of operations. The Company has reclassified prior period revenue categories to conform to the current period presentation. This reclassification had no impact on total revenue or any other income statement result. For further discussion regarding the Company's reorganization and the impact on segment reporting, please refer to Note 2. The Company has made other reclassifications to prior period financial statement balances to conform with current period presentation, none of which were material to the consolidated financial statements. |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates made by management relate to revenue recognition reserves, allowance for doubtful accounts, the underlying inputs for the valuation of assets and liabilities acquired in business combinations, the fair value of reporting units, including forecasted cash flows and weighted average cost of capital used in the Company's goodwill impairment analysis, expected future cash flows used to evaluate the recoverability of long-lived assets, amortization methods and periods, valuation of cost-method investments, certain accrued expenses and other related charges, stock-based compensation, contingent liabilities, tax reserves and recoverability of the Company's net deferred tax assets and related valuation allowance. While the Company believes that such estimates are fair when considered in conjunction with the consolidated financial statements taken as a whole, the actual amounts of such items, when known, could differ from these estimates. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash Cash and cash equivalents are comprised of highly liquid investments with insignificant interest rate risk and maturities of three months or less at the time of acquisition. The Company held no marketable securities as of December 31, 2016 or 2015. Restricted cash represents amounts required to be set aside by a contractual agreement with an insurer for the settlement of employee medical and dental claims in connection with the Company's domestic health insurance plan and amounts ascribed to a performance guarantee for a demand response program. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 605, Revenue Recognition (ASC 605). The Company's customers include enterprises, grid operators, and utilities. The Company derives revenue from the sale of its demand response solutions and EIS and recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collection is deemed to be reasonably assured. The following is a description of the Company's revenue recognition polices and procedures under ASC 605. Demand Response Revenue from the Company's demand response solutions, which are provided to utility customers and grid operators pursuant to contractual commitments over defined service delivery periods, primarily consists of capacity fees, which are paid to the Company for the commitment to deliver MW through curtailment of energy via a portfolio of C&I end-users, and energy fees, which are paid to the Company for actual MW delivery. Revenue is generally recognized as the Company performs these services during the contractual delivery period. In some cases, fees paid are subject to retroactive refund based on how the Company performs over the entire contractual performance period. In cases where the Company is not able to reliably estimate the amount of fees potentially subject to refund or adjustment, revenue is deferred until the end of the delivery period. The Company's largest customer, PJM Interconnection (PJM), is an electric power grid operator serving the mid-Atlantic region of the United States. The Company currently participates in three PJM programs, referred to as Limited, Extended and Annual. Although each program has a different delivery period, the Company receives payments for all three programs ratably throughout PJM’s fiscal year, which ends May 31. The delivery period for the Limited program is June through September. The delivery period for the Extended program is June through October plus the following May. The delivery period for the Annual program is June through the following May. In all three programs, cash received is subject to retroactive adjustment or refund based on performance during the delivery period. As the Company is unable to reliably estimate this refund amount, revenues are deferred until the completion of the delivery period. Due to the timing of revenue recognition and cash receipts from PJM, significant unbilled or deferred revenue balances may be generated. In addition, contracted payments to C&I end-users may result in significant capitalized incremental direct contract costs and/or accrued capacity payments. In the case of the Limited program, because the delivery period ends before the end of PJM’s fiscal year, a portion of the revenues earned are recorded and accrued as unbilled revenue. The Company recognizes demand response energy revenues when earned. Energy 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 terms of the contract or open market program. During the years ended December 31, 2016, 2015 and 2014 the Company recognized $3,128 , $1,642 , and $26,460 , respectively, of energy event revenues. The Company maintains a reserve for customer adjustments and allowances as a reduction to revenues. In determining the revenue reserve estimate, 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 was made and revenues in that period could be affected. The Company's revenue reserves were $275 and $975 as of December 31, 2016 and 2015 , respectively. Software: Subscription Software, Procurement Solutions and Professional Service Subscription software revenues are derived from fees paid by customers for access to and use of the Company's EIS, which is a cloud-based solution. Revenue is recognized ratably over the contractual service period, which is typically three years, commencing upon delivery of the EIS to the customer. The Company generally charges an up front fee related to the installation and activation of EIS. In addition, the Company provides professional services related to the implementation of EIS, including training and integrations services. Revenue for the EIS implementation and activation services is recognized as one unit of accounting over the subscription period. Revenue from the sale of energy procurement solutions is derived from fees paid by energy suppliers and energy consumers who utilize the Company's online auction platform. Fees are paid by these customers based on the amount of energy consumed under contracts procured using the Company's auction platform. Revenue is recognized monthly as actual or estimated energy is consumed. To the extent actual energy information is not available, the Company utilizes historical usage data and overall industry trends to estimate usage and adjusts this estimate in the period in which actual usage data is received. To date, differences between actual and estimated usage have not been significant. The Company also provides procurement advisory professional services to commercial and industrial customers. Revenue is recognized as these services are provided. Revenue from professional services is generally recognized as delivered. Revenue from professional services related to the implementation of EIS, which includes training and integration services, is recognized over the term of the EIS subscription. The Company periodically enters into multiple-element arrangements with its customers in which a customer may purchase a combination of EIS and other services, such as demand response, procurement solutions, or professional services. The Company accounts for multi-element arrangements under Accounting Standards Update (ASU) 2009-13, Multiple Element Arrangements , whereby the Company assesses whether each element has standalone value and, if so, determines the relative fair value of each element based on the hierarchy provided by ASU 2009-13, which includes best estimate of selling price, and then allocates value to each element in the arrangement based on its relative selling price and recognizes revenue for each element as it is delivered to the customer. |
Cost of Revenues | Cost of Revenues Cost of revenues primarily consist of amounts owed to C&I end-users for their participation in the Company’s demand response network and are generally recognized over the same performance period as the corresponding revenue. The Company enters into contracts with its C&I end-users under which it delivers recurring cash payments to them for the capacity they commit to make available on demand. In certain demand response programs, the Company makes energy payments when a C&I end-user reduces consumption of energy during a demand response event. The demand response equipment and installation costs for the Company’s devices located at its C&I end-user and third-party sites, which monitor energy usage, communicate with C&I end-user sites and, in certain instances, remotely control energy usage to achieve committed capacity, are capitalized and depreciated over the lesser of the remaining estimated customer relationship period or the estimated useful life of the equipment, and this depreciation is reflected in cost of revenues. The Company also includes in cost of revenues the amortization of acquired developed technology, amortization of capitalized internal-use software costs related to its demand response solutions and EIS, telecommunications and data costs incurred as a result of being connected to enterprise customer and C&I end-user sites, the wages and associated benefits that it pays to its professional services personnel for the performance of their services, and related costs of revenue related to the delivery of services of its utility bill management solution. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that could subject the Company to significant concentrations of credit risk principally consist of cash and cash equivalents, accounts receivable and unbilled revenue. The Company maintains its cash and cash equivalent balances with highly rated financial institutions and as a result, such funds are subject to minimal credit risk. The Company’s significant customers consist of PJM, the Australian Independent Market Operator Wholesale Electricity Market (AEMO), the Korea Power Exchange (KPX) and Southern California Edison Company (SCE). PJM is an electric power grid operator customer in the mid-Atlantic region of the United States that is comprised of multiple utilities and was formed to control the operation of the regional power system, coordinate the supply of electricity, and establish fair and efficient markets. AEMO is an entity that was established to administer and operate the Western Australia wholesale electricity market. KPX is an electric power grid operator in South Korea. SCE is an electrical utility providing service to commercial and residential consumers in southern California. |
Cost Method Investments | Cost-Method Investments The Company accounts for equity investments that do not have a readily determinable fair value in accordance with ASC 325-20, Cost-Method Investments , whereby the investments are initially recorded at historical cost as long-term assets and are periodically assessed for indicators of a reduction to fair value that is other than temporary under the provisions of ASC 320, Investments—Debt and Equity Securities . During 2016, management recorded impairment losses of $1,764 , included in "other expense, net", associated with these cost-method investments due to a decline in fair value that was deemed to be other than temporary. The Company's assessment was based on an evaluation of all available information, including current financial forecasts, recent or pending capital investments and financings related to these cost-method investments. As of December 31, 2016 and 2015, the carrying amount of cost-method investments was $736 and $2,500 , respectively. These investments are subject to ongoing risk given the future financial condition and results of operations of the underlying entities. See Note 7 for further discussion of the Company's fair value considerations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures the fair value of financial instruments pursuant to the guidelines of ASC 820, Fair Value Measurement , (ASC 820) which establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to quoted market prices in active markets for identical assets and liabilities (Level 1), then to quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market (Level 2), and then to model-based techniques that use significant assumptions not observable in the market (Level 3). See Note 7 for further fair value disclosures. |
Property and Equipment | Property and Equipment Property and equipment, which includes computer equipment, office equipment, internal-use software, furniture and fixtures, and leasehold improvements, is stated at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets, ranging from three to ten years. Production equipment is depreciated over the lesser of its useful life or the customer relationship period, which historically has been approximately three years. Leasehold improvements are amortized over their useful life or the remaining lease term, whichever is shorter. Expenditures that improve or extend the life of an asset are capitalized while repairs and maintenance expenditures are expensed as incurred. The estimated useful lives, by asset classification, are as follows: Estimated Useful Life (Years) Production equipment 3 Computers and office equipment 3 Furniture and fixtures 5 Software 3 - 5 |
Software Development Costs | Software Development Costs The Company delivers its software as a service to its customers. As a result, certain internal use software development costs qualify for capitalization under the provisions of ASC 350-40, Internal Use Software , as amended by ASU 2015-05. The Company capitalizes the payroll, payroll-related costs and external fees of its employees and external consultants who devote time to the application development stage of internal-use software projects. The Company amortizes these costs on a straight-line basis over the estimated useful life of the software, which is generally three years. The Company’s judgment is required in determining 1) software projects that qualify for capitalization, 2) the point at which various projects enter the stages at which costs may be capitalized, 3) the ongoing value and potential impairment of the capitalized costs, and 4) the estimated useful lives over which the costs are amortized. |
Business Combinations | Business Combinations The Company records tangible and intangible assets acquired and liabilities assumed in business combinations under the purchase method of accounting. Amounts paid for each acquisition are allocated to the assets acquired and liabilities assumed based on their fair values at the dates of acquisition. The fair value of identifiable intangible assets is based on valuations that use information and assumptions provided by the Company. The Company primarily uses the income approach to determine the estimated fair value of identifiable intangible assets, including customer relationships, non-compete agreements and trade names. The Company estimates the fair value of contingent consideration, if applicable, at the time of the acquisition based on its estimated probability of payment using all pertinent information known to the Company at the time. The Company allocates any excess purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed to goodwill. |
Impairment of Property and Equipment | Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment and intangible assets, for impairment in accordance with ASC 360, Impairment and Disposal of Long-Lived Assets , whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable over its remaining estimated useful life. Long-lived assets are measured for impairment at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets or liabilities. In assessing recoverability, the Company makes assumptions regarding estimated future cash flows. To the extent a fair value estimate is required, the Company generally calculates fair value as the present value of estimated future cash flows to be generated by the asset using a risk-adjusted discount rate, or the value indicated by a probable transaction with a third-party. Impairment expense is recognized in the consolidated statement of operations as the amount by which the carrying value of the asset exceeds its fair value. If these assets are not impaired, but their useful lives have decreased, the remaining net book value is amortized over the revised useful life. The Company periodically impairs equipment deployed at third-party locations as a result of the removal of such equipment from these sites prior to the end of the originally estimated life of the arrangement. Impairment charges of $1,104 , $713 , and $1,071 , were included in cost of revenues in the accompanying consolidated statements of operations, for the years ended 2016 , 2015 , and 2014 , respectively. The Company classifies long-lived asset groups as "held for sale" when the Company's Board of Directors approves the sale of the asset group and it is probable that the sale will occur within one year, among other criteria. If the asset group represents a business, goodwill is assigned based on the asset group's fair value relative to the applicable reporting unit in which the business resides. Long-lived assets that are included in the asset group are reclassified to "held for sale" on the consolidated balance sheet and are no longer depreciated or amortized. If the initial carrying value of the asset group exceeds its fair value less cost to sell, the Company adjusts the carrying value of the asset group through an impairment charge. If certain criteria are met, cumulative translation adjustments are assigned to the asset group for purposes of determining its carrying amount. Subsequent changes in fair value, not to exceed the initial carrying value of the asset group, are recorded through earnings until the asset group is sold, at which time the resulting gain or loss is recorded in the consolidated statement of operations with |
Intangible Assets | Intangible Assets The Company amortizes its intangible assets that have finite lives using either the straight-line method or, if reliably determinable, based on the pattern over which the economic benefit of the asset is expected to be consumed utilizing expected undiscounted future cash flows. Amortization is recorded over the estimated useful lives ranging from one to fourteen years. The Company reviews its intangible assets subject to amortization to determine if any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or a change in the remaining useful life. The Company had no indefinite-lived intangible assets as of December 31, 2016 and 2015. |
Goodwill | Goodwill Goodwill represents the amount of purchase price in excess of the fair values assigned to the underlying identifiable net assets of acquired businesses. In accordance with ASC 350, Intangibles—Goodwill and Other (ASC 350), the Company tests goodwill at the reporting unit level for impairment on an annual basis on November 30 and between annual tests if events or circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying value. Events that would indicate impairment and trigger an interim impairment assessment include, but are not limited to, current economic and market conditions, including a decline in market capitalization, a significant adverse change in legal factors, business climate or operational performance of the business, an adverse action or assessment by a regulator, or the realignment of the Company's organization and management structure. In determining the Company’s reporting units, management considers how the components of the business are managed, whether discrete financial information is available and whether any such components may be aggregated based on economic similarity. As previously discussed, during the first quarter of 2016, the Company commenced operating two reportable segments: Demand Response and Software. Management subsequently concluded that these reportable segments also represented the Company's new reporting units (for purposes of goodwill impairment testing). Accordingly, goodwill was reallocated from the Company’s 2015 reporting units (previously defined as North America Software and Services and International), to the new reporting units (Demand Response and Software) on a relative fair value basis. Subsequent to a reorganization of the business on September 30, 2016, the Company concluded that, as of the November 30, 2016 goodwill testing date, the Company had three reporting units: (1) Demand Response, (2) Subscription Software and Services and (3) Energy Procurement Solutions, with the latter two reporting units falling within the Software reportable segment. Accordingly, goodwill was reallocated from the Company's first quarter 2016 Software reporting unit to the new Subscription Software and Services and Energy Procurement Solutions reporting units on a relative fair value basis. In performing the annual goodwill impairment test, the Company utilizes the two-step approach as currently prescribed under ASC 350. The first step compares the carrying value of the reporting unit to its fair value. If the carrying value exceeds fair value, the second step of the test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of a reporting unit’s goodwill to its carrying value. To calculate the implied fair value of goodwill in the second step, the Company allocates the fair value of the reporting unit to all of the assets and liabilities of that reporting unit (including any previously unrecognized intangible assets) as if the reporting unit had been acquired in a current business combination and the fair value was the price paid to acquire the reporting unit. The excess of the fair value of the reporting unit over the amount assigned to the assets and liabilities of the reporting unit represents the implied fair value of goodwill. If the carrying value of goodwill exceeds the implied fair value of goodwill, an impairment loss is recognized for the difference. In order to determine the fair value of its reporting units, the Company utilizes a discounted cash flow model. The key assumptions that drive fair value in the discounted cash flow model are the discount rates, terminal values, growth and profitability rates, and the amount and timing of expected future cash flows based on management's projected financial information. The Company ensures that the collective fair value of the reporting units reconciles to the market capitalization, which is calculated as the market price per share of the Company's common stock multiplied by common shares outstanding, while taking into consideration a reasonable premium that a market participant would pay to obtain control of the Company (i.e. the control premium). Please refer to Note 5 for further discussion of the Company's current year impairment test. |
Research and Development Expenses | Research and Development Expenses Research and development expenses consist primarily of (a) salaries and related personnel costs, including costs associated with stock-based compensation awards, related to the Company’s research and development personnel, (b) payments to suppliers for design and consulting services, (c) costs relating to the design and development of new demand response solutions and EIS and enhancement of existing demand response solutions and EIS, (d) quality assurance and testing and (e) other related overhead. Costs incurred in research and development are expensed as incurred. |
Stock-Based Compensation | 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 stock-based compensation 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 stock-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. As of December 31, 2016, the Company had two stock-based compensation plans, which are more fully described in Notes 11 and 12 . Shares underlying awards of restricted stock and restricted stock units are not transferable until they vest. Restricted stock and restricted stock units typically vest ratably over a three year period from the date of issuance, with certain exceptions. The fair value of restricted stock and restricted stock units, upon which vesting is solely service-based, is expensed ratably over the vesting period. With respect to restricted stock and restricted stock units where vesting contains certain performance-based vesting conditions, the fair value is expensed based on the accelerated attribution method as prescribed by ASC 718. 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 or restricted stock unit leaves the Company prior to the vesting date for any reason, the shares of restricted stock or restricted stock unit are forfeited and returned to the Company. The fair value of stock options is estimated on the date of grant using a lattice valuation model. The lattice model considers characteristics of fair value option pricing that are not available under the Black-Scholes model. Similar to the Black-Scholes model, the lattice model takes into account variables such as expected volatility, dividend yield rate, and risk free interest rate. However, in addition, the lattice model considers the probability that the option will be exercised prior to the end of its contractual life and the probability of termination or retirement of the option holder in computing the value of the option. For these reasons, the Company believes that the lattice model provides a fair value that is more representative of actual experience and future expected experience than the value calculated using the Black-Scholes model. A summary of significant assumptions used to estimate the fair value of stock options granted to employees in 2015 and 2014 is as follows in the table shown below. The Company did not grant stock options in 2016. Year Ended December 31, 2015 2014 Risk-free interest rate 2.5 % 2.5 % Vesting term, in years 2.3 2.2 Expected annual volatility 70 % 70 % Expected dividend yield — — Exit rate pre-vesting 7.70 % 7.70 % Exit rate post-vesting 14.06 % 14.06 % The risk-free interest rate is the rate available as of the option date on zero-coupon U.S. Treasury securities with a term equal to the expected life of the option. Volatility measures the amount that a stock price has fluctuated or is expected to fluctuate during a period. The Company calculates volatility using a component of implied volatility and historical volatility to determine the value of share-based payments. The Company has not paid dividends on its common stock in the past and does not plan to pay any dividends in the foreseeable future. In addition, the terms of the 2014 credit facility preclude the Company from paying dividends. In accordance with ASC 718, the Company records stock-based compensation net of estimated forfeitures. The Company periodically evaluates its employee demographics and historical forfeiture experience to determine if its estimated pre-vesting and post-vesting exit rates need to be revised. During the years ended December 31, 2016 and 2015 , the Company did not change its estimated pre-vesting and post-vesting exit rates. |
Income Taxes | Income Taxes The Company uses the asset and liability method to account for income taxes. Under this method, the Company determines deferred tax assets and liabilities based on the difference between financial reporting and tax bases of its assets and liabilities. The Company measures deferred tax assets and liabilities using enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company’s deferred tax assets relate primarily to net operating losses and tax credit carryforwards, intangible assets, deferred revenue, and stock-based compensation. The Company has accumulated consolidated net losses since its inception and, as a result, has recorded a valuation allowance against certain of its deferred tax assets given the uncertainty as to the realizability of these assets. Deferred tax liabilities primarily relate to acquisitions, depreciation of property and equipment, and the convertible senior notes issued in 2014. ASC 740, Income Taxes (ASC 740) , prescribes a recognition threshold and measurement criteria for tax positions taken or expected to be taken in a tax return. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition and defines the criteria that must be met for the benefits of a tax position to be recognized. In the ordinary course of global business, there are many transactions and calculations where the ultimate tax outcome is uncertain. Judgment is required in determining the Company’s worldwide income tax provision. Although the Company believes its estimates are reasonable, no assurance can be given that the final outcome of tax matters will be consistent with its historical income tax accruals, and the differences could have a material impact on the Company’s income tax provision and operating results in the period in which such determination is made. |
Foreign Currency Translation | Foreign Currency Translation The financial statements of the Company’s international subsidiaries are translated in accordance with ASC 830, Foreign Currency Matters (ASC 830), into the Company’s reporting currency, which is the United States dollar. The functional currencies of the Company’s subsidiaries are the local currencies. Assets and liabilities are translated to the United States dollar from the local functional currency at the exchange rate in effect at each balance sheet date. Revenues and expenses are translated using average exchange rates during the respective periods. Foreign currency translation adjustments are recorded as a component of stockholders’ equity within accumulated other comprehensive loss. Prior to translation, the Company remeasures foreign currency denominated assets and liabilities, including certain intercompany balances, which have not been deemed a “long-term investment,” as defined by ASC 830, into the functional currency of the respective entity, resulting in unrealized gains or losses recorded in the consolidated statements of operations within other expense, net. Realized and unrealized losses of $4,400 , $8,040 , and $4,417 , arising from transactions denominated in foreign currencies and the remeasurement of certain intercompany balances, are included in the consolidated statements of operations for the years ended December 31, 2016 , 2015 and 2014 , respectively. |
Comprehensive (Loss) Income | Comprehensive (Loss) Income Comprehensive (loss) 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. The Company’s comprehensive (loss) income is composed of net (loss) income and foreign currency translation adjustments. As of December 31, 2016 , accumulated other comprehensive loss was comprised entirely of cumulative foreign currency translation adjustments. The Company presents its components of other comprehensive (loss) income, net of related tax effects, which have not been material to date. |
Related Party Transactions Disclosure | Related Party Transactions Transactions with related parties that are material to the consolidated financial statements are disclosed. A related party is an entity that can control or significantly influence the management or operating policies of another entity to the extent one of the entities may be prevented from pursuing their own interests. The Company has determined that there were no material related party transactions requiring disclosure in these consolidated financial statements other than as referenced in Note 4 with respect to the sale of a business component to a significant shareholder. |
Consolidation, Variable Interest Entity, Policy | Variable Interest Entities The Company evaluates all legal entities in which it maintains an ownership interest in accordance with ASC 810. ENOC Japan was formed in 2014 for the purpose of providing the Company's demand response services in Japan. ENOC Japan meets the definition of a VIE and management has concluded that the Company is the primary beneficiary of ENOC Japan. Therefore, the Company consolidates the financial results of ENOC Japan and accounts for the remaining 40% as a non-controlling interest. The net assets of ENOC Japan included in the consolidated balance sheets as of December 31, 2016 and 2015 were $582 and $757 , respectively. There are no restrictions on the use of these net assets. The Company and the non-controlling interest holder are mutually responsible for the ongoing funding of the entity, as needed, and may do so through additional investments of the entity's common stock whereby following each round of investments the Company will continue to retain a 60% voting interest. The Company faces financial risks with respect to its investment in ENOC Japan that are inherent in the entity's ongoing business operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Revenue Recognition In May 2014, the FASB issued a new standard related to revenue recognition. Under the new standard and its related amendments (collectively known as ASC 606), revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized will reflect the consideration that the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (modified retrospective method). The new standard is effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted, but not before the original effective date of annual reporting periods beginning after December 15, 2016. The Company has made the election to early adopt ASC 606 using the modified retrospective method as of January 1, 2017. This approach was applied to all contracts not completed as of January 1, 2017. The adoption of ASC 606 is expected to have a material effect on the Company's consolidated financial statements. In addition to the enhanced footnote disclosures related to customer contracts, the Company anticipates that the most significant impact of the new standard will relate to the timing of revenue recognition for certain demand response contracts and energy procurement contracts. In addition, ASC 606 is expected to change the Company's accounting for costs to obtain and fulfill a contract. The quantitative ranges provided below are estimates of the expected effects of the Company’s adoption of ASC 606. These ranges represent management’s best estimates of the effects of adopting ASC 606 at the time of the preparation of this Annual Report on Form 10-K. The actual impact of ASC 606 is subject to change from these estimates and such change may be significant, pending the completion of the Company’s assessment in the first and second quarters of 2017. In order to complete this assessment, the Company is continuing to update and enhance its internal accounting systems and internal controls over financial reporting. Demand Response Revenue Recognition Several of the Company’s demand response contracts provide customers with a right of refund. In general, if the Company fails to curtail the contracted MW during an emergency or test dispatch, the MW short fall typically results in a penalty that could require the Company to reduce (or in some cases refund) fees paid by the customer during the contract period. Under the guidance in effect prior to the adoption of the new standard, certain demand response contracts that included these penalties resulted in fees that were not fixed or determinable, and therefore revenue was deferred until the fees became fixed, which in some cases was upon completion of the contract. Under the new guidance, variable fees within the transaction price will be estimated and recognized as the Company satisfies its performance obligation, subject to a constraint. As a result, the Company expects that revenue recognition for its demand response contracts will more closely align with its efforts to provide services to the customer under ASC 606. The Company anticipates that the adoption of ASC 606 associated with open demand response contracts as of January 1, 2017 will result in a decrease to accumulated deficit of less than $2,000 . This anticipated adjustment represents the gross margin on approximately $3,500 to $4,500 of revenue deferred as of December 31, 2016 under current guidance. Gross margin reflects revenue less cost of revenue, which includes direct and incremental payments to C&I end-users. In addition to the contracts that are expected to impact accumulated deficit, there are various demand response contracts with performance obligations commencing in 2017 that are expected to have a material impact on the Company’s future quarterly and annual revenues as a result of the application of ASC 606. For example: • The six month delivery period for the PJM Extended program includes June 2017 through October 2017 plus May 2018. The Company anticipates that total contractual fees, prior to any performance-related penalties, will be approximately $130,000 for this program. • The Company expects to participate in approximately six demand response programs for which the delivery period spans the second and third quarters of 2017. Applying the recognition criteria under the current standard, revenue associated with these programs would have been deferred until the completion of the respective delivery period. Applying the guidance in ASC 606, the Company anticipates revenues under these programs to be recognized throughout the related delivery period as the Company satisfies its performance obligations to the extent that it is probable that a significant reversal of cumulative revenue recognized to date will not occur. The amount and timing of revenue recognized for these programs is impacted by the occurrence of future dispatch events, and the Company's estimated performance during these dispatch events, and, therefore, the actual revenue to be recognized over the delivery period may be different than contractual revenues. Procurement Auction Revenue Recognition The Company operates an auction platform that streamlines the competitive bidding process between energy suppliers and end-users of energy. The Company receives a fee from the energy supplier based on the end-user’s energy consumption under contracts procured through the auction platform. Under the guidance in effect prior to the adoption of the new standard, revenue is recognized as the end-user consumes energy under the procured contract. Under the new guidance, the variable fee paid by the energy supplier will be estimated and recognized when the Company satisfies its performance obligation (generally upon completion of the auction), to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized to date will not occur. The Company anticipates this change in the timing of revenue recognition for open procurement contracts as of January 1, 2017 will result in a decrease to accumulated deficit of between $30,000 and $35,000 . The Company is currently evaluating the impact of the change in the timing of revenue recognition on the accounting for certain costs to attract end-users of energy to the auction platform. The timing of revenue recognition under ASC 606 is anticipated to generate greater variability in quarterly revenues (relative to the current guidance), as the volume and size of new contracts will have a larger "in-period" impact on reported revenue. Other Revenue Streams The Company derives subscription software revenues from fees paid by customers for access to and use of its cloud-based EIS. The Company does not anticipate that the adoption of ASC 606 will have a material impact on these revenue streams. The Company also provides customized professional service solutions intended to i) help customers manage energy usage and spend and ii) enhance the implementation of subscription software, including training and integration services. In certain contracts, the Company may bundle various solutions offerings resulting in arrangements with multiple deliverables. Aggregate revenue under these arrangements is less than 5% of consolidated revenues. The Company is currently evaluating the impact of the adoption of ASC 606 on these revenue streams. Costs to Obtain or Fulfill a Contract Commissions are paid to internal sales representatives as compensation for obtaining subscription software, professional service and procurement solution contracts. Under ASC 606, the Company will capitalize commissions that are incremental as a result of obtaining customer contracts and costs incurred to fulfill a customer contract if those costs are not within the scope of another topic within the accounting literature and meet the specified criteria. Assets recognized for costs to obtain or fulfill a contract will be expensed as the Company transfers the related services to the customer. These assets will be periodically assessed for impairment. The Company anticipates that the adoption of ASC 606 will decrease accumulated deficit by $3,000 to $6,000 as of January 1, 2017 related to the capitalization of costs to obtain or fulfill open contracts. Other Recent Accounting Pronouncements In February 2017, the FASB issued ASU 2017-05, Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets (ASU 2017-05). ASU 2017-05 clarifies the scope of Subtopic 610-20, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20), which was issued in May 2014 as part of ASC 606 and provides guidance for the recognition of gains and losses from the transfer of nonfinancial assets in contracts with noncustomers. ASU 2017-05 must be adopted at the same time as ASC 606. The Company adopted this guidance as of January 1, 2017 using the modified retrospective method consistent with its adoption of ASC 606. The adoption of ASU 2017-05 and Subtopic 610-20 is not expected to have an impact on the Company's consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment (ASU 2017-04). The new guidance eliminates Step 2 from the goodwill impairment test and, alternatively, requires that an entity should measure the impairment of goodwill assigned to a reporting unit if the carrying value of assets and liabilities assigned to the reporting unit, including goodwill, exceed the reporting unit's fair value. The new guidance must be adopted for annual and interim goodwill tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for impairment calculations performed on testing dates after January 1, 2017. The Company adopted the new guidance as of January 1, 2017. The adoption did not impact the Company's goodwill impairment test performed as of November 30, 2016. The Company does not expect that the adoption of the new guidance will materially impact future goodwill impairment charges. However, the Company expects that the elimination of Step 2 will simplify the measurement of future goodwill impairment charges, if any. The Company adopted ASU 2017-04 on January 1, 2017 and applied the guidance to the impairment calculation that was triggered as of the result of the increased net assets generated upon adoption of ASC 606, as further discussed in Note 5. Also in January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business (ASU 2017-01). The new guidance clarifies the definition of a business for purposes of determining whether transactions should be accounted for as the acquisition or disposal of a business, and impacts all standards applicable to entities that meet the definition of a business. The Company early-adopted the new guidance as of January 1, 2017 prospectively as is permitted by the standard. The adoption of ASU 2017-01 did not have an impact on the Company's consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting (ASU 2016-09). ASU 2016-09 simplifies several aspects of the accounting for stock-based compensation. • On a prospective basis, all income tax effects of awards should be recognized in the statement of operations as tax expense or benefit at the time the awards vest or are settled, rather than excess tax benefits and certain deficiencies being recorded as additional paid in capital, and eliminates the requirement that excess tax benefits be realized through a reduction in income taxes payable before they can be recognized. • The Company permits employees to elect to satisfy their statutory withholding requirements by allowing the Company to withhold shares that would otherwise be transferred to the employee upon vesting or exercise of the award. The new guidance provides that in assessing whether an entity has withheld amounts that exceed the statutory minimum, the entity may reference the highest statutory rate of the employee's jurisdiction. In addition, the new guidance clarifies that payments made for stock-based award minimum tax withholdings should be classified as financing activities on the statement of cash flows. • Entities are required to elect the method of accounting for forfeitures of share-based payments, either by recognizing such forfeitures as they occur or estimating the number of awards expected to be forfeited and adjusting such estimate when it is deemed likely to change. The Company has elected to continue to estimate forfeitures under the current guidance. ASU 2016-09 is effective for the Company's fiscal year ending December 31, 2017 and interim periods therein. The Company adopted the new guidance effective January 1, 2017. The related financial statement impacts of adopting the above aspects of this ASU are not expected to be material to the Company’s consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (ASU 2016-02). ASU 2016-02 requires lessees to recognize the assets and liabilities on their balance sheet for the rights and obligations created by most leases and continue to recognize expenses on their income statements over the lease term. The standard will also require disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. The guidance is effective for annual reporting periods beginning after December 15, 2018 and interim periods within those fiscal years, with early adoption permitted. The Company does not anticipate that it will early adopt the new standard. The Company is currently evaluating the effect of the standard on its consolidated financial statements and related disclosures. The Company expects that the new guidance will require a material increase in the Company's long-lived assets, and a corresponding increase to long-term obligations, associated with its leased office space. In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2016-01), which provides new guidance on recognition and measurement of financial assets and financial liabilities. ASU 2016-01 will primarily impact the accounting for equity investments whereby equity investments in unconsolidated entities (other than those accounted for under the equity method of accounting) will generally be measured at fair value with changes in fair value recognized through earnings. The Company has equity investments that do not have a readily determinable fair value and have a carrying value of $736 as of December 31, 2016. Under ASU 2016-01, these investments will be measured at cost, less any impairment, plus or minus change resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. In general, the new guidance will require modified retrospective application to all outstanding instruments, with a cumulative effect adjustment recorded to opening retained earnings. This guidance will be effective January 1, 2018 for the Company. The Company does not anticipate the adoption of this guidance will have a material effect on its consolidated statements and related disclosures. |
Operating Leases | Operating Leases The Company leases office space under various operating leases. In addition to rent, the leases require the Company to pay for taxes, insurance, maintenance and other operating expenses. Certain of these leases provided rent holidays at their inception and contain escalation clauses. The Company recognizes rent expense on a straight-line basis over the term of the lease, excluding renewal periods, unless renewal of the lease is reasonably assured. The Company's corporate headquarters lease also contains certain provisions requiring the Company to restore certain aspects of the leased space to its initial condition. The Company recorded the estimated fair value of these asset retirement obligations as the related leasehold improvements were incurred and is accreting the liability to fair value over the life of the lease as a component of operating expenses. |