World Energy Solutions (XWES) 10-Q/A 2012 Q3 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2012;

or

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                    to                    

Commission file number: 001-34289

World Energy Solutions, Inc.

(Exact name of registrant as specified in its charter)

Delaware	04-3474959
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

100 Front Street

Worcester, Massachusetts 01608

(Address of principal executive offices)

508-459-8100

(Registrant’s telephone number)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

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

Large Accelerated Filer	¨	Accelerated Filer	¨
Non-Accelerated Filer	¨  (Do not check if a smaller reporting company)	Smaller Reporting Company	x

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of October 26, 2012, the registrant had 12,105,551 shares of common stock outstanding.

TABLE OF CONTENTS

		Page
Explanatory Note			2
PART I.	Financial Information
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of September 30, 2012 and December 31, 2011		3
	Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2012 and 2011		4
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2012 and 2011		5
	Notes to Condensed Consolidated Financial Statements		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 3.	Quantitative and Qualitative Disclosure about Market Risk		34
Item 4.	Controls and Procedures		34
PART II.	Other Information
Item 1.	Legal Proceedings		36
Item 1A.	Risk Factors		36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		36
Item 3.	Defaults Upon Senior Securities		36
Item 4.	Mine Safety Disclosures		36
Item 5.	Other Information		36
Item 6.	Exhibits		37

EXPLANATORY NOTE

As used herein, unless otherwise expressly stated or the context otherwise requires, all references to “World Energy,” “we,” “us,” “our,” “Company” and similar references are to World Energy Solutions, Inc. and its consolidated subsidiaries.

This Quarterly Report on Form 10-Q/A is being filed as Amendment No. 1 to our Quarterly Report on Form 10-Q (“Amendment No. 1”), which amends and restates our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012 (the “Quarterly Report”), originally filed on November 1, 2012 with the Securities and Exchange Commission.

This Amendment No. 1 restates the following items:

• Part I, Item 1. Condensed Consolidated Financial Statements (Unaudited);

• Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations; and

• Part I, Item 4. Controls and Procedures

This Amendment No. 1 is being filed to restate our unaudited condensed consolidated financial statements as of September 30, 2012 to correct the recording of commission payments from our mid-market product-line. Under our accounting policies in effect at the time of the filing of the original Quarterly Report, we recognized revenue from up-front commissions as cash was received from the energy supplier, beginning with the quarter ended December 31, 2011. However, in connection with the preparation of our Annual Report on Form 10-K for the year ended December 31, 2012, we determined that we were required to record these revenues upon contract completion, or earlier to the extent that actual energy usage data is received from the energy supplier or can be reliably estimated. As we did not receive actual energy usage from the energy supplier as the upfront payments were made and we have not been able to retrospectively obtain actual energy usage to make a reliable estimate of these amounts, we have deferred revenue recognition until evidence is obtained that actual energy has occurred or until the end of contract term. We expect to recognize these amounts of revenue and net income in subsequent periods.

Generally, for the three and nine months ended September 30, 2012, this change in accounting treatment and financial statement restatements has resulted in:

• No impact to our cash, cash equivalents, short-term investments or overall cash flow;

• A decrease in our revenue of $0.9 million (10.7%), a net loss of $0.5 million compared to net income of $0.4 million and a loss per share of $(0.05) compared to net income per share of $0.03 for the quarter ended September 30, 2012, and a decrease in our revenue of $3.1 million (12.5%), a net loss of $2.2 million compared to net income of $0.9 million and a net loss per share of $(0.19) compared to net income per share of $0.07 for the nine months ended September 30, 2012; and

• A decrease in current assets of $0.2 million (2.3%), an increase in total assets of $0.2 million (0.7%), an increase in current liabilities of $1.1 million (11.2%), an increase in total liabilities of $3.9 million (30.5%) and a decrease in stockholders’ equity of $3.7 million (16.4%).

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment No. 1.

Impact of Restatement

A summary of the effects of this restatement to our unaudited condensed consolidated financial statements included within this Amendment No. 1 is presented under Note 2, “Restatement of Financial Statements,” to our unaudited condensed consolidated financial statements.

Special Note Regarding Amendment No. 1

While the original Quarterly Report is being amended and restated as a whole, except for the Items noted above, no other information included in the original Quarterly Report is being amended or updated by this Amendment No. 1. This Amendment No. 1 continues to describe the conditions as of the date of the original Quarterly Report and, except as contained therein, we have not updated or modified the disclosures contained in the original Quarterly Report. Accordingly, this Amendment No. 1 should be read in conjunction with our filings made with the Securities and Exchange Commission subsequent to the filing of the original Quarterly Report, including any amendment to those filings. Throughout this Amendment No. 1, all amounts presented from prior periods and prior period comparisons that have been revised are labeled “As Restated” and reflect the balances and amounts on a restated basis.

2

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

WORLD ENERGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	As Restated
	September 30, 2012			December 31, 2011
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	3,014,090		$	1,837,801
Trade accounts receivable, net		5,975,828			3,603,634
Inventory		742,200			288,174
Prepaid expenses and other current assets		288,973			392,287
Total current assets		10,021,091			6,121,896
Property and equipment, net		614,313			426,403
Intangibles, net		12,102,603			14,178,972
Goodwill		12,307,255			12,307,255
Investments		—			716,936
Other assets, net		527,394			109,516
Total assets	$	35,572,656		$	33,860,978
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	1,501,386		$	821,089
Accrued commissions		1,100,856			970,185
Accrued compensation		1,864,036			2,109,874
Accrued contingent consideration		1,608,382			2,250,000
Accrued expenses		882,673			564,726
Deferred revenue and customer advances		1,418,617			392,763
Notes payable		2,000,000			3,000,000
Current portion of long-term debt		641,025			—
Capital lease obligations		14,501			9,949
Total current liabilities		11,031,476			10,118,586
Capital lease obligations, net of current portion		1,275			18,984
Deferred revenue and customer advances, net of current portion		2,792,930			526,592
Long-term debt, net of current portion		1,858,975			—
Accrued contingent consideration, net of current portion		956,670			2,489,982
Deferred income taxes		87,733			87,733
Total liabilities		16,729,059			13,241,877
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; no shares issued or outstanding		—			—
Common stock, $0.0001 par value; 30,000,000 shares authorized; 11,983,155 shares issued and 11,934,258 shares outstanding at September 30, 2012 and 11,901,319 shares issued and 11,853,025 shares outstanding at December 31, 2011		1,193			1,185
Additional paid-in capital		43,439,340			42,967,034
Accumulated deficit		(24,372,756	)		(22,127,515	)
Treasury stock, at cost; 48,897 shares at September 30, 2012 and 48,294 shares at December 31, 2011		(224,180	)		(221,603	)
Total stockholders’ equity		18,843,597			20,619,101
Total liabilities and stockholders’ equity	$	35,572,656		$	33,860,978

See accompanying notes to condensed consolidated financial statements.

3

WORLD ENERGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2012			2011		2012			2011
	(As Restated)					(As Restated)
Revenue:
Brokerage commissions, transaction fees and efficiency projects	$	7,364,110		$	5,378,392	$	20,849,513		$	14,438,184
Management fees		241,744			246,678		734,947			741,956
Total revenue		7,605,854			5,625,070		21,584,460			15,180,140
Cost of revenue		2,632,913			970,846		6,614,811			2,907,359
Gross profit		4,972,941			4,654,224		14,969,649			12,272,781
Operating expenses:
Sales and marketing		3,638,961			2,512,191		11,171,915			7,385,241
General and administrative		1,769,718			1,293,822		5,748,957			3,610,892
Total operating expenses		5,408,679			3,806,013		16,920,872			10,996,133
Operating income (loss)		(435,738	)		848,211		(1,951,223	)		1,276,648
Interest income (expense), net		(86,917	)		14,183		(274,624	)		41,646
Other income		—			—		53,106			—
Income (loss) before income taxes		(522,655	)		862,394		(2,172,741	)		1,318,294
Income tax expense		22,500			7,250		72,500			21,750
Net income (loss)	$	(545,155	)	$	855,144	$	(2,245,241	)	$	1,296,544
Net income (loss) per share:
Net income (loss) per common share – basic and diluted	$	(0.05	)	$	0.08	$	(0.19	)	$	0.13
Weighted average shares outstanding – basic		11,904,469			10,762,417		11,888,660			10,187,755
Weighted average shares outstanding – diluted		11,904,469			10,809,144		11,888,660			10,247,294

See accompanying notes to condensed consolidated financial statements.

4

WORLD ENERGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended September 30,
	2012			2011
	(As Restated)
Cash flows from operating activities:
Net income (loss)	$	(2,245,241	)	$	1,296,544
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		2,265,386			945,598
Share-based compensation		319,619			488,897
Gain on sale of investment		(53,106	)		—
Interest on note receivable		—			(43,701	)
Interest on contingent consideration		75,070			—
Changes in operating assets and liabilities:
Trade accounts receivable		(2,372,194	)		(151,136	)
Inventory		(454,026	)		—
Prepaid expenses and other assets		(345,068	)		(181,206	)
Accounts payable		680,297			54,887
Accrued commissions		130,671			71,082
Accrued compensation		(245,838	)		(638,193	)
Accrued expenses		317,947			66,518
Deferred revenue and customer advances		3,292,192			(50,174	)
Net cash provided by operating activities		1,365,709			1,859,116
Cash flows from investing activities:
Increase in deposits		—			(43,610	)
Cash paid for acquisitions, net		—			(4,000,000	)
Proceeds from sale of investment		770,042			(216,667	)
Purchases of property and equipment, net of disposals		(346,423	)		(13,331	)
Net cash used in investing activities		423,619			(4,273,608	)
Cash flows from financing activities:
Proceeds from exercise of stock options		152,695			89,307
Proceeds from the sale of common stock, net		—			5,303,979
Purchase of treasury stock		(2,577	)		(10,598	)
Proceeds from issuance of long-term debt		2,500,000			—
Principal payments on notes payable		(1,000,000	)		—
Payments of contingent consideration		(2,250,000	)		—
Principal payments on capital lease obligations		(13,157	)		(11,218	)
Net cash provided by (used in) financing activities		(613,039	)		5,371,470
Net increase in cash and cash equivalents		1,176,289			2,956,978
Cash and cash equivalents, beginning of period		1,837,801			3,559,288
Cash and cash equivalents, end of period	$	3,014,090		$	6,516,266
Supplemental disclosure of cash flow information:
Net cash paid for interest	$	(192,009	)	$	(2,091	)
Net cash paid for income taxes	$	(99,937	)	$	(17,000	)

See accompanying notes to condensed consolidated financial statements.

5

WORLD ENERGY SOLUTIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

September 30, 2012

1. Nature of Business and Basis of Presentation

World Energy Solutions, Inc. (“World Energy” or the “Company”) offers a range of energy management solutions to commercial and industrial businesses, institutions, utilities, and governments to reduce their overall energy costs. The Company comes to market with a holistic approach to energy management helping customers a) contract for the lowest price for energy, b) engage in energy efficiency projects to minimize quantity used and c) maximize available rebate and incentive programs. The Company made its mark on the industry with an innovative approach to procurement via its state-of-the-art online auction platforms, the World Energy Exchange®, the World Green Exchange® and the World DR Exchange®. With recent investments and acquisitions, World Energy is building out its energy efficiency practice – offering technology-enabled solutions such as online audits of facilities to identify retrofit options and project management services for retrofit implementation, believing this practice will also enable more cross-selling opportunities for commodity auctions. The Company is also taking its suite of solutions to the rapidly growing small- and medium-sized customer markets.

2. Restatement of Financial Statements

The Company accounts for the correction of an error in its previously issued financial statements in accordance with the provisions of ASC Topic 250, Accounting Changes and Error Corrections. In accordance with the disclosure provisions of ASC 250, when financial statements are restated to correct an error, an entity is required to disclose that its previously issued financial statements have been restated along with a description of the nature of the error, the effect of the correction on each financial statement line item and any per share amount affected for each prior period presented, and the cumulative effect on retained earnings or other appropriate component of equity or net assets in the statement of financial position, as of the beginning of the earliest period presented.

The Company’s Board of Directors, based on the recommendation of the Audit Committee of the Company’s Board of Directors and in consultation with management, concluded that the financial statements contained in Form 10-Q for the quarterly period ended September 30, 2012 should no longer be relied upon and must be restated to properly record revenue from commissions earned by its mid-market product line.

The Company concluded that the timing of revenue recognition for certain commission payments was recorded incorrectly. This incorrect treatment related to the Company’s revenue recognition policy for its mid-market product line, an area the Company entered with its acquisition of GSE Consulting, LP (“GSE”, see Note 17) on October 31, 2011. Under its accounting policies in effect at the time, the Company recognized revenue from up-front commissions as cash was received from the energy supplier, beginning with the quarter ended December 31, 2011. As a result of its review, the Company has determined that it was required to record these revenues upon contract completion, or earlier to the extent that actual energy usage data is received from the energy supplier or can be reliably estimated. The difference between recognizing these commissions upon cash receipt and over the energy flow period is a matter of timing.

In addition, the Company has adjusted its accounts receivable and goodwill balances related to the acquisition of GSE. The Company had assigned a fair value of approximately $490,000 to accounts receivable related to the acquisition of GSE on October 31, 2011. Based on its revised revenue recognition policy, the Company has determined that there should be no value assigned to accounts receivable at October 31, 2011. As a result, the Company has reduced accounts receivable and increased goodwill by approximately $490,000 as of December 31, 2011.

Throughout this Amendment No. 1, all amounts presented from prior periods and prior period comparisons that have been revised are labeled “As Restated” and reflect the balances and amounts on a restated basis.

6

The following table presents the cumulative effect of adjustments resulting from the reviews described above for the periods shown.

	Nine Months Ended September 30, 2012
Net income as originally reported	$	858,150
Adjustments related to revenue		(3,103,391	)
Net loss as restated	$	(2,245,241	)
Cumulative effect to accumulated deficit	$	(3,665,409	)

The tables below set forth the effect of the adjustments as of September 30, 2012 and December 31, 2011 and for the three and nine month periods ended September 30, 2012 as applicable:

Balance sheet items affected:

	At September 30, 2012
	As Reported			Adjustment			As Restated
Trade accounts receivable, net	$	6,661,605		$	(685,777	)	$	5,975,828
Prepaid expenses and other current assets		288,345			628			288,973
Total current assets		10,706,240			(685,149	)		10,021,091
Goodwill		11,817,236			490,019			12,307,255
Other assets, net		90,746			436,648			527,394
Total assets	$	35,331,138		$	241,518		$	35,572,656
Deferred revenue and customer advances	$	304,620		$	1,113,997		$	1,418,617
Total current liabilities		9,917,479			1,113,997			11,031,476
Deferred revenue and customer advances, net of current portion		—			2,792,930			2,792,930
Total liabilities		12,822,132			3,906,927			16,729,059
Accumulated deficit		(20,707,347	)		(3,665,409	)		(24,372,756	)
Total stockholders’ equity		22,509,006			(3,665,409	)		18,843,597
Total liabilities and stockholders’ equity	$	35,331,138		$	241,548		$	35,572,656

7

WORLD ENERGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended September 30, 2012
	As Reported			Adjustment			As Restated
Revenue:
Brokerage commissions, transaction fees and efficiency projects	$	8,274,300		$	(910,190	)	$	7,364,110
Management fees		241,744			—			241,744
Total revenue		8,516,044			(910,190	)		7,605,854
Cost of revenue		2,632,913			—			2,632,913
Gross profit		5,883,131			(910,190	)		4,972,941
Operating expenses:
Sales and marketing		3,638,961			—			3,638,961
General and administrative		1,769,718			—			1,769,718
Total operating expenses		5,408,679			—			5,408,679
Operating income (loss)		474,452			(910,190	)		(435,738	)
Interest expense, net		(86,917	)		—			(86,917	)
Income (loss) before income taxes		387,535			(910,190	)		(522,655	)
Income tax expense		22,500			—			22,500
Net income (loss)	$	365,035		$	(910,190	)	$	(545,155	)
Net income (loss) per share:
Net income (loss) per common share – basic and diluted	$	0.03		$	(0.08	)	$	(0.05	)
Weighted average shares outstanding – basic		11,904,469						11,904,469
Weighted average shares outstanding – diluted		11,946,504						11,904,469

8

WORLD ENERGY SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Nine Months Ended September 30, 2012
	As Reported			Adjustment			As Restated
Revenue:
Brokerage commissions, transaction fees and efficiency projects	$	23,952,904		$	(3,103,391	)	$	20,849,513
Management fees		734,947			—			734,947
Total revenue		24,687,851			(3,103,391	)		21,584,460
Cost of revenue		6,614,811			—			6,614,811
Gross profit		18,073,040			(3,103,391	)		14,969,649
Operating expenses:
Sales and marketing		11,171,915			—			11,171,915
General and administrative		5,748,957			—			5,748,957
Total operating expenses		16,920,872			—			16,920,872
Operating income (loss)		1,152,168			(3,103,391	)		(1,951,223	)
Interest expense, net		(274,624	)		—			(274,624	)
Other income		53,106			—			53,106
Income before income taxes		930,650			(3,103,391	)		(2,172,741	)
Income tax expense		72,500			—			72,500
Net income (loss)	$	858,150		$	(3,103,391	)	$	(2,245,241	)
Net income (loss) per share:
Net income (loss) per common share – basic and diluted	$	0.07		$	(0.26	)	$	(0.19	)
Weighted average shares outstanding – basic		11,888,660						11,888,660
Weighted average shares outstanding – diluted		11,945,177						11,888,660

9

3. Interim Financial Statements

The December 31, 2011 condensed consolidated balance sheet has been derived from audited consolidated financial statements and the accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim reporting. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements and should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2011.

In the opinion of the Company’s management, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments consisting of normal recurring adjustments and accruals necessary for the fair presentation of the Company’s financial position as of September 30, 2012, and the results of its operations and cash flows for the three and nine months ended September 30, 2012 and 2011, respectively. The results of operations for the three and nine months ended September 30, 2012 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2012. Certain prior year amounts have been reclassified to conform to the current year presentation.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Accordingly, actual results could differ from these estimates.

The Company’s most judgmental estimates affecting its condensed consolidated financial statements are those relating to revenue recognition and the estimate of actual energy delivered from the bidder to the lister of such energy; share-based compensation; the valuation of intangible assets and goodwill; the valuation of contingent consideration; impairment of long-lived assets; and estimates of future taxable income as it relates to the realization of our net deferred tax assets. The Company regularly evaluates its estimates and assumptions based upon historical experience and various other factors that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. To the extent actual results differ from those estimates, future results of operations may be affected.

4. Earnings (Loss) Per Share

As of September 30, 2012 and 2011, the Company only had one issued and outstanding class of stock – common stock. As a result, the basic earnings per share for the three and nine months ended September 30, 2012 and 2011 is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period.

The following table provides a reconciliation of the denominators of the Company’s reported basic and diluted earnings (loss) per share computation for the three and nine months ended September 30, 2012 and 2011, respectively:

	For the three months ended September 30,				For the nine months ended September 30,
	2012		2011		2012		2011
	(As Restated)				(As Restated)
Weighted number of common shares – basic		11,904,469		10,762,417		11,888,660		10,187,755
Common stock equivalents		—		46,727		—		59,539
Weighted number of common shares – diluted		11,904,469		10,809,144		11,888,660		10,247,294

The computed loss per share does not assume conversion, exercise, or contingent exercise of securities that would have an anti-dilutive effect on loss per share. As the Company was in a net loss position for the three and nine month periods ended September 30, 2012, all common stock equivalents in that period were anti-dilutive.

10

The following represents issuable weighted average share information for the respective periods:

	For the three months ended September 30,				For the nine months ended September 30,
	2012		2011		2012		2011
Common stock options		18,785		21,036		21,281		28,347
Common stock warrants		8,305		25,419		26,171		30,856
Unvested restricted stock		14,945		272		9,065		336
Total common stock equivalents		42,035		46,727		56,517		59,539

In addition, common stock options of 711,989 and 676,051, respectively, were excluded from the calculation of net earnings (loss) per share, as inclusion of such shares would be antidilutive due to exercise prices or value of proceed shares exceeding the average market price of the Company’s common stock during the three and nine months ended September 30, 2012, respectively.

Common stock options and unvested restricted stock of 597,401 and 2,277, respectively, were excluded from the calculation of net earnings (loss) per share for the three and nine months ended September 30, 2011, as inclusion of such shares would be antidilutive due to exercise prices or value of proceed shares exceeding the average market price of the Company’s common stock during that period.

5. Concentration of Credit Risk and Off-Balance Sheet Risk

Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. The Company has no material off-balance sheet risk such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. The Company places its cash with primarily one institution, which management believes is of high credit quality. As of September 30, 2012, all of the Company’s cash is held in an interest bearing account.

The Company provides credit in the form of invoiced and unbilled accounts receivable in the normal course of business. Collateral is not required for trade accounts receivable, but ongoing credit evaluations are performed. While the majority of the Company’s revenue is generated from retail energy transactions where the winning bidder pays a commission to the Company, commission payments for certain auctions can be paid by the lister, bidder or a combination of both. Management provides for an allowance for doubtful accounts on a specifically identified basis, as well as through historical experience applied to an aging of accounts, if necessary. Trade accounts receivable are written off when deemed uncollectible. To date write-offs have not been material.

The following represents revenue and trade accounts receivable from bidders exceeding 10% of the total in each category:

	Revenue for the three months ended September 30,						Revenue for the nine months ended September 30,						Trade accounts receivable as of September 30,
Bidder	2012			2011			2012			2011			2012			2011
	(As Restated)						(As Restated)						(As Restated)
A		8	%		10	%		10	%		11	%		8	%		8	%
B		12	%		13	%		12	%		13	%		13	%		22	%
C		< 1	%		17	%		1	%		9	%		< 1	%		1	%

In addition to its direct relationship with bidders, the Company also has direct contractual relationships with listers for the online procurement of certain of their energy, demand response or environmental needs. These listers are primarily large businesses and government organizations and do not have a direct creditor relationship with the Company. For the three and nine months ended September 30, 2012 and 2011, no lister represented more than 10% individually of the Company’s aggregate revenue, respectively.

6. Trade Accounts Receivable, Net

The Company does not invoice bidders for the monthly commissions earned on retail electricity, certain natural gas and demand response transactions and, therefore, reports a significant portion of its receivables as “unbilled.” Unbilled accounts receivable represent management’s best estimate of energy provided by the energy suppliers to the energy consumers for a specific completed time period at contracted commission rates.

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The Company does invoice for retail natural gas and wholesale transactions as well as energy efficiency projects, which are reflected as billed accounts receivable. Revenue on these transactions is recognized upon completion of the procurement event or upon project installation and acceptance, as required, and is generally due within 30 days of invoice date. In addition, the Company invoices the bidder, lister or combination of both for certain auctions performed for environmental commodity product transactions. These transactions are earned and invoiced either upon lister acceptance of the auction results or, in some cases, upon delivery of the credits or cash settlement of the transaction. Trade accounts receivable, net consists of the following:

	September 30, 2012			December 31, 2011
	(As Restated)			(As Restated)
Unbilled accounts receivable	$	4,110,405		$	3,145,753
Billed accounts receivable		1,936,745			529,203
		6,047,150			3,674,956
Allowance for doubtful accounts		(71,322	)		(71,322	)
Trade accounts receivable, net	$	5,975,828		$	3,603,634

7. Inventory

Inventory is maintained in the Company’s Energy efficiency services segment and consists of prepaid expendables and project materials. Prepaid expendables represents consumable components that are used in project installations and are stated at the lower of cost or market, with cost being determined on a first-in, first-out (FIFO) basis. Historical inventory usage and current trends are considered in estimating both excess and obsolete inventory. To date, there have been no write-downs of inventory. Project materials represents direct costs incurred on projects-in-process as of each reporting period. Inventory consists of the following:

	September 30, 2012		December 31, 2011
Prepaid expendables	$	43,204	$	63,521
Project materials		698,996		224,653
Total inventory	$	742,200	$	288,174

8. Property and Equipment, Net

Property and equipment, net consists of the following:

	September 30, 2012			December 31, 2011
Leasehold improvements	$	151,263		$	104,739
Equipment		734,074			584,416
Motor vehicles		121,616			124,847
Furniture and fixtures		612,701			460,750
		1,619,654			1,274,752
Less: accumulated depreciation		(1,005,341	)		(848,349	)
Property and equipment, net	$	614,313		$	426,403

Depreciation expense for the three months ended September 30, 2012 and 2011 was approximately $56,000 and $31,000, respectively, and depreciation expense for the nine months ended September 30, 2012 and 2011 was approximately $159,000 and $98,000.

9. Warranty

The Company’s Energy efficiency services segment provides its customers a one year warranty for all parts and labor in its installation workmanship. The Company provides for the estimated cost of warranties, determined primarily from historical information and management’s judgment, at the time revenue is recognized. Should actual warranties differ from the Company’s estimates, revisions to the estimated warranty liability would be required. Warranty expense has not been material to date.

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10. Stockholders’ Equity

Treasury Stock

In connection with the vesting of restricted stock granted to employees the Company withheld shares with value equivalent to employees’ minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld of 603 and 2,924 for the nine months ended September 30, 2012 and 2011, respectively, were based on the value of the restricted stock on their vesting date as determined by the Company’s closing stock price. Total payment for employees’ tax obligations was approximately $3,000 and $11,000 for the nine months ended September 30, 2012 and 2011, respectively. These net-share settlements had the effect of share repurchases by the Company as they reduced the number of shares that would have otherwise been issued as a result of the vesting and did not represent an expense to the Company.

Common Stock Warrants

The following table summarizes the Company’s warrant activity:

	Shares			Weighted Average Exercise Price
Warrants outstanding, December 31, 2011		364,500		$	3.00
Granted		—		$	—
Exercised		(60,000	)	$	3.01
Canceled/expired		(300,000	)	$	3.00
Warrants outstanding, September 30, 2012		4,500		$	3.27

The weighted average remaining contractual life of warrants outstanding is 2.58 years as of September 30, 2012.

11. Share-Based Compensation

For the nine months ended September 30, 2012, share based awards consisted of grants of common stock options and restricted stock, and for the nine months ended September 30, 2011, share-based awards consisted of grants of common stock options and common stock warrants. The Company recognizes the compensation from share-based awards on a straight-line basis over the requisite service period of the award. The vesting period of share-based awards is determined by the board of directors, and is generally four years for employees. The restrictions on the restricted stock lapse over the vesting period, which is typically four years. The per-share weighted-average fair value of restricted stock granted during the nine months ended September 30, 2012 was $3.33 on the date of the grant. The per-share weighted-average fair value of stock options granted during the nine months ended September 30, 2012 was $2.66 on the date of the grant, using the Black-Scholes option-pricing model with the following weighted-average assumptions:

Nine months ended September 30,	Expected Dividend Yield		Risk-Free Interest  Rate			Expected Life		Expected Volatility
2012		—		0.73	%		4.75 years		94	%

The Company elected to use the Black-Scholes option pricing model to determine the weighted average fair value of stock options granted. The Company determined the volatility for stock options based on the reported closing prices of the Company’s stock since its initial public offering in November 2006. The expected life of stock options and stock warrants has been determined utilizing the “simplified” method as prescribed by the SEC’s Staff Accounting Bulletin No. 107, “Share-Based Payment”.The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. The Company has not paid and does not anticipate paying cash dividends on its common stock; therefore, the expected dividend yield is assumed to be zero. In addition, guidance from the Financial Accounting Standards Board (“FASB”) requires companies to utilize an estimated forfeiture rate when calculating the expense for the period. As a result, the Company applied estimated forfeiture rates to unvested share-based compensation of 10% for stock options and restricted stock for each of the nine month periods ended September 30, 2012 and 2011, respectively, in determining the expense recorded in the accompanying condensed consolidated statements of income.

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The approximate total share-based compensation expense for the periods presented is included in the following expense categories:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011
Cost of revenue	$	20,000	$	12,000	$	52,000	$	56,000
Sales and marketing		54,000		116,000		149,000		289,000
General and administrative		47,000		43,000		119,000		144,000
Total share-based compensation	$	121,000	$	171,000	$	320,000	$	489,000

As of September 30, 2012, there was approximately $1,293,000 of unrecognized compensation expense related to share-based awards, including approximately $936,000 related to non-vested stock option awards that is expected to be recognized over a weighted-average period of 2.29 years, and approximately $357,000 related to non-vested restricted stock awards that is expected to be recognized over a weighted average period of 3.62 years.

12. Employee Benefit Plans

Stock Options

The Company has two stock incentive plans: the 2003 Stock Incentive Plan, or the 2003 Plan, and the 2006 Stock Incentive Plan, or the 2006 Plan. At the Company’s Annual Meeting on May 17, 2012, an amendment to the 2006 Plan was approved to increase the number of shares of common stock covered by the 2006 Plan by 800,000 shares from 873,816 to 1,673,816. There were 1,472,272 shares of common stock reserved for issuance under these plans at September 30, 2012. As of September 30, 2012, 95,201 shares of common stock, representing option grants still outstanding, were reserved under the 2003 Plan. No further grants are allowed under the 2003 Plan. As of September 30, 2012, 1,377,071 shares of common stock were reserved under the 2006 Plan representing 669,043 outstanding stock options, 120,146 shares of restricted stock outstanding and 587,882 shares available for grant. A summary of stock option activity under both plans for the nine months ended September 30, 2012 is as follows:

	Shares			Weighted Average Exercise  Price
Outstanding at December 31, 2011		707,281		$	4.15
Granted		170,100		$	3.83
Canceled		(55,574	)	$	5.16
Exercised		(57,563	)	$	2.65
Outstanding at September 30, 2012		764,244		$	4.12

A summary of common stock options outstanding and common stock options exercisable as of September 30, 2012 is as follows:

	Options Outstanding					Options Exercisable
Range of Exercise Prices	Options		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value		Number of Shares Exercisable		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
$2.00 - $2.80		40,255	3.18 Years	$	88,561		36,971	3.18 Years	$	81,336
$2.81 - $3.15		248,650	5.59 Years		299,406		71,129	5.21 Years		91,076
$3.16 - $4.91		375,638	5.05 Years		252,752		152,453	3.28 Years		134,555
$4.92 - $13.40		99,701	1.36 Years		—		97,358	1.31 Years		—
		764,244	4.65 Years	$	640,719		357,911	3.11 Years	$	306,967

The aggregate intrinsic value of options exercised during the nine months ended September 30, 2012 was approximately $93,000. At September 30, 2012, the weighted average exercise price of common stock options outstanding and exercisable was $4.12 and $4.94, respectively.

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Restricted Stock

A summary of restricted stock activity for the nine months ended September 30, 2012 is as follows:

	Shares			Weighted Average Grant  Price
Outstanding at December 31, 2011		1,856		$	7.28
Granted		127,713		$	3.36
Canceled		—		$	—
Vested		(9,423	)	$	4.62
Outstanding at September 30, 2012		120,146		$	3.33

401(k) Plan

The Company’s 401(k) savings plan covers the majority of the Company’s eligible employees. Employees of the Company may participate in the 401(k) Plan after reaching the age of 21. The Company may make discretionary matching contributions as determined from time to time. Employee contributions vest immediately, while Company matching contributions begin to vest after one year of service and continue to vest at 20% per year over the next five years. To date, the Company has not made any discretionary contributions to the 401(k) Plan.

13. Segment Reporting

The Company operates the business based on two industry segments: Energy procurement and Energy efficiency services. The Company delivers its Energy procurement services to four markets: retail energy, wholesale energy, demand response and environmental commodity. The Energy procurement process is substantially the same regardless of the market being serviced and is supported by the same operations personnel utilizing the same basic technology and back office support. There is no discrete financial information for these product lines nor are there segment managers who have operating responsibility for each product line. Energy efficiency services focus on turn-key electrical, mechanical and lighting energy efficiency measures servicing commercial, industrial and institutional customers.

Segment operating loss represents loss from operations including share-based compensation, amortization of intangible assets and depreciation. The following tables present certain continuing operating division information in accordance with the provisions of Accounting Standards Codification (“ASC”) 280, “Segment Reporting”.

	Three Months Ended September 30, 2012			Nine Months Ended September 30, 2012
	(As Restated)			(As Restated)
Consolidated revenue:
Energy procurement	$	5,626,444		$	17,480,645
Energy efficiency services		1,979,410			4,103,815
Consolidated total revenue	$	7,605,854		$	21,584,460
Consolidated income (loss) before income taxes:
Energy procurement	$	(443,278	)	$	(1,775,952	)
Energy efficiency services		(79,377	)		(396,789	)
Consolidated income before income taxes	$	(522,655	)	$	(2,172,741	)
	September 30, 2012
	(As Restated)
Consolidated total assets:
Energy procurement	$	28,796,110
Energy efficiency services		6,776,546
Consolidated total assets	$	35,572,656

14. Fair Value Measurement and Fair Value of Financial Instruments

The Company follows ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”) for fair value measurements. ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value, which focuses on an exit price, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date.

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The hierarchy established under ASC 820 gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

Level 1 – Pricing inputs are quoted prices available in active markets for identical investments as of the reporting date. As required by ASC 820, the Company does not adjust the quoted price for these investments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.

Level 2 – Pricing inputs are quoted prices for similar investments, or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data. Level 2 includes investments valued at quoted prices adjusted for legal or contractual restrictions specific to these investments.

Level 3 – Pricing inputs are unobservable for the investment, that is, inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Level 3 includes investments that are supported by little or no market activity.

Assets and liabilities of the Company measured at fair values on a recurring basis as of September 30, 2012 and December 31, 2011 are summarized as follows:

	September 30, 2012		(Level 1)		(Level 2)		(Level 3)
Assets
Cash	$	3,014,090	$	3,014,090	$	—	$	—
Total Assets	$	3,014,090	$	3,014,090	$	—	$	—
Liabilities
Contingent consideration	$	2,565,052	$	—	$	—	$	2,565,052
Total Liabilities	$	2,565,052	$	—	$	—	$	2,565,052
	December 31, 2011		(Level 1)		(Level 2)		(Level 3)
Assets
Cash	$	1,837,801	$	1,837,801	$	—	$	—
Investments		716,936		—		—		716,936
Total Assets	$	2,554,737	$	1,837,801	$	—	$	716,936
Liabilities
Contingent consideration	$	4,739,982	$	—	$	—	$	4,739,982
Total Liabilities	$	4,739,982	$	—	$	—	$	4,739,982

15. Investment / Convertible Note Receivable

In 2010, the Company made a strategic investment in the form of a two-year $650,000 convertible note with Retroficiency, Inc. (“Retroficiency”). The convertible note accrued interest at 9% per annum with principal and interest due at the end of the term on July 22, 2012. It included optional and automatic conversion rights to convert into Retroficiency shares at $0.54 per share and was subject to adjustment in certain circumstances. During the fourth quarter of 2011, Retroficiency executed a qualified financing in the form of Series A Preferred Stock at a price in excess of the Company’s conversion price and all principal and interest amounts outstanding under the convertible note receivable at the time of the financing were converted into Series A Preferred Stock. In March 2012, the Company sold its investment in Retroficiency at a premium to its carrying value. As a result, a gain of approximately $53,000 has been recorded as other income in the accompanying condensed consolidated statements of income for the nine month period ended September 30, 2012.

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16. Long-term Debt and Notes Payable

Credit Facility

On March 2, 2012 the Company entered into a Third Loan Modification and Waiver Agreement (the “Third Modification Agreement”) with Silicon Valley Bank (“SVB”). Under the Third Modification Agreement SVB expanded its facility with the Company committing to make up to $5,000,000 in aggregate advances to the Company subject to availability against certain eligible accounts receivable and eligible retail backlog. This credit facility is comprised of two components: a $2.5 million term loan (“term loan”); and a $2.5 million line-of-credit. The term loan has a forty-eight (48) month term, interest only for the first 9-months followed by 39-months of equal principal payments, commencing December 1, 2012, plus interest. Interest on the term loan is based on the Wall Street Journal prime rate (“Prime Rate”) (currently 3.25%) plus 2.25%. The term loan is subject to 1% prepayment penalty within the first year of funding. The current and non-current portions of the term loan are as follows at September 30, 2012:

	Amount
Current portion of term loan	$	641,025
Non-current portion of term loan		1,858,975
	$	2,500,000

Future minimum principal payments due under the term loan are as follows:

Year	Amount
2012	$	64,103
2013		769,231
2014		769,231
2015		769,231
2016		128,204
	$	2,500,000

The line-of-credit facility bears interest at a floating rate per annum based on the Prime Rate plus 1.25% on advances made against eligible accounts receivable and Prime Rate plus 2.00% on advances made against eligible retail backlog. These interest rates are subject to change based on the Company’s maintenance of an adjusted quick ratio of one-to-one. The revised facility matures on March 15, 2013 and contains certain financial covenant and financial reporting requirements that the Company was in compliance with at September 30, 2012. The Company has no outstanding borrowings under the line-of-credit facility at September 30, 2012.

Notes Payable

The Company issued notes payable to seller in the amount of $3,000,000, related to its acquisition of substantially all of the assets and certain obligations of Northeast Energy Solutions, LLC (“NES”) on October 13, 2011. The fair value of the notes payable to seller was recorded at the face amount of the notes entered into at the date of acquisition due to their short-term maturity and market rate of interest. The notes payable to seller bear interest at 5%. Remaining installments outstanding at September 30, 2012 are as follows:

Due Date	Amount
October 1, 2012	$	1,000,000
December 28, 2012		1,000,000
Total notes payable	$	2,000,000

In July, 2012, the Company made the first $1,000,000 principal payment against notes payable. On October 1, 2012, the Company made the second $1,000,000 principal payment against notes payable. These notes are unsecured and are subordinated to the Company’s credit facility with SVB. Interest is payable on each tranche at the respective due dates.

17. Acquisitions

The Company accounts for acquisitions using the purchase method in accordance with ASC 805, “Business Combinations.” The results of operations of each acquisition have been included in the accompanying consolidated financial statements as of the dates of the acquisition.

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Co-eXprise

On September 13, 2011, the Company acquired certain contracts and assumed certain liabilities of the Co-eXprise, Inc. (“Co-eXprise”) energy procurement business for $4.0 million. Co-eXprise, located in Wexford Pennsylvania, is a leading provider of enterprise sourcing software solutions for discrete manufacturers, enabling companies to effectively manage sourcing activities for direct material and complex indirect spend categories.

NES

On October 13, 2011, the Company acquired substantially all of the assets and certain obligations of NES for a maximum purchase price of $4.8 million. NES, located in Cromwell Connecticut, focuses on turn-key electrical, mechanical and lighting energy efficiency measures serving commercial, industrial and institutional customers. The total consideration paid to acquire NES included $1.0 million in cash, the issuance of 83,209 shares of Company common stock and a $3,000,000 Note payable to seller at closing.

In addition, the sellers of NES can earn up to $500,000 in contingent consideration if certain performance criteria are met post-acquisition. This potential contingent consideration consisted of two equal amounts of $250,000 and were due on January 15, 2012 (the “2011 NES Contingent Consideration”) and January 15, 2013 (the “2012 NES Contingent Consideration”), respectively. The Company determined that the 2011 NES Contingent Consideration was met and in January 2012 paid the sellers of NES $250,000. At September 30, 2012, the recognized amount of the 2012 NES Contingent Consideration was unchanged at $0.1 million and has been reflected within current liabilities in the Company’s condensed consolidated balance sheets.

GSE

On October 31, 2011, the Company acquired substantially all of the assets and certain obligations of GSE for a maximum purchase price of $13.1 million. GSE is a Texas based energy management and procurement company. The total consideration paid to acquire GSE included $5.4 million in cash and the issuance of 1.0 million shares of Company common stock at closing.

In addition, the sellers of GSE can earn up to an additional $4.5 million in contingent consideration if certain performance criteria are met post-acquisition. These future potential contingent payments as of September 30, 2012 are as follows:

Due Date	Amount
January 15, 2013 (“GSE 2012 Contingent Consideration”)	$	1,500,000
January 15, 2014 (“GSE 2013 Contingent Consideration”)		1,000,000
Total contingent consideration	$	2,500,000

The Company made the first contingent consideration payment of $2.0 million in January 2012 as the performance criteria were met. The GSE 2012 Contingent Consideration and the GSE 2013 Contingent Consideration earn interest at 4% per annum, which is payable at each respective due date. At September 30, 2012 the recognized amount of the 2012 GSE contingent consideration and 2013 GSE contingent consideration was unchanged at approximately $1.5 million and $0.9 million, respectively. These amounts and related interest were approximately $2.5 million, of which $1.5 million has been reflected within current liabilities and $1.0 million has been reflected within non-current liabilities in the Company’s condensed consolidated balance sheets, respectively.

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The NES acquisition operating results have been included within the Company’s Energy efficiency services segment since the date of acquisition. The Co-eXprise contracts and GSE operation were integrated into the Company’s Energy procurement segment from the respective dates of acquisition and, therefore, discrete operating results are not maintained for those operations. The following unaudited pro forma information assumes that the acquisitions of Co-eXprise, NES and GSE had been completed as of the beginning of 2011:

	Three Months Ended September 30, 2011		Nine Months Ended September 30, 2011
Revenues	$	9,465,315	$	25,859,473
Net income	$	2,036,262	$	3,561,083
Net income per share:
Basic	$	0.17	$	0.32
Dilutive	$	0.17	$	0.31
Weighted average shares outstanding – basic		11,845,626		11,270,964
Weighted average shares outstanding – diluted		11,892,353		11,330,503

The pro forma financial information is not necessarily indicative of the results to be expected in the future as a result of the acquisition of Co-eXprise, NES and GSE, as the acquisitions did not necessarily reflect the purchase of stand-alone or complete operations, and included several non-recurring revenue events.

18. Commitment and Contingencies

On June 25, 2012, the Company relocated its corporate headquarters to 100 Front Street, Worcester, MA. In connection with this move, the Company entered into a ten-year lease for 12,000 square feet of office space at a rate comparable to rates paid under its former corporate office lease. The average annual rental commitment under this lease is approximately $320,000.

19. Subsequent Events

On October 3, 2012, the Company acquired substantially all of the assets and certain obligations of Northeast Energy Partners, LLC (“NEP”) pursuant to an Asset Purchase Agreement (the “Asset Purchase Agreement”) between the Company, NEP, and its members. NEP is a Connecticut based energy management and procurement company. The purchase price is approximately $7.9 million in cash and a $2.0 million Promissory Note with NEP (the “NEP Note”). The NEP Note bears interest at 4% with $1.5 million of principal plus interest due on October 1, 2013 and the remaining $500,000 of principal plus interest due April 1, 2014. NEP may also earn up to an additional $3,180,000 in cash and shares, with up to $2.5 million in cash and 153,153 in shares, based on achieving certain 12-month revenue and earnings before interest, taxes, depreciation and amortization (EBITDA) targets, as defined. The NEP Note is unsecured and subordinated to financing with SVB. Pro forma disclosures for this acquisition have not been provided as the Company is currently assessing the initial accounting for this acquisition. The Company incurred approximately $25,000 of acquisition related costs that were included in general and administrative expenses in the third quarter of 2012.

The Company financed the acquisition through a combination of long-term financing with SVB and Massachusetts Capital Resource Company (“MCRC”). On October 3, 2012, the Company entered into a Fourth Loan Modification Agreement with SVB, which increased the Company’s borrowing capability by $4.0 million. The Company entered into a $6.5 million term loan at prime plus 2.75% (currently 6%), that replaces the Company’s prior $2.5 million term loan. The new term loan is interest only for the first three months followed by 39 equal principal payments commencing on January 1, 2013. In addition, the Company will continue to maintain a $2.5 million line of credit with SVB, which has been extended through March 14, 2014. No borrowings have been made under the line-of-credit to date. The Company’s Minimum Cash and Availability financial covenant was increased to $3.0 million from $1.25 million as part of the fourth modification. All other terms of the loan modification are substantially the same as under the previous facility.

On October 3, 2012, the Company entered into a Note Purchase Agreement with MCRC, in which the Company entered into an 8-year, $4.0 million Subordinated Note due 2020 with MCRC (the “MCRC Note”). The MCRC Note bears interest at 10.5% and is interest only for the first four years followed by 48 equal principal payments commencing October 31, 2016.

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

This Amendment No. 1 to our Quarterly Report on Form 10-Q including this Item 2, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which involve risks and uncertainties. Readers can identify these statements by forward-looking words such as “may,” “could,” “should,” “would,” “intend,” “will,” “expect,” “anticipate,” “believe,” “estimate,” “continue” or similar words. The Company’s actual results and the timing of certain events may differ significantly from the results and timing discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed or referred to in this report and in the “Risk Factors” section of our Annual Report on Form 10-K and any later publicly available filing with the Securities and Exchange Commission (“SEC”). The following discussion and analysis of the Company’s financial condition and results of operations should be read in light of those factors and in conjunction with the Company’s accompanying consolidated financial statements and notes thereto.

Overview

World Energy offers a range of energy management solutions to commercial and industrial businesses, institutions, utilities, and governments to reduce their overall energy costs. We come to market with a holistic approach to energy management helping customers a) contract for the lowest price for energy, b) engage in energy efficiency projects to minimize quantity used and c) maximize available rebate and incentive programs. We have primarily focused on our retail and wholesale energy procurement clients via our state-of-the-art online auction platforms, the World Energy Exchange®, the World Green Exchange® and the World DR Exchange®. With recent investments and acquisitions, we are building out our energy efficiency practice - offering technology-enabled solutions such as online audits of facilities to identify retrofit options and project management services for retrofit implementation, believing this practice will also enable more cross-selling opportunities for commodity auctions. We are also taking our suite of solutions to the rapidly growing small- and medium-sized customer marketplaces.

We provide energy management services utilizing state-of-the-art technology and the experience of a seasoned management team to bring lower energy costs to its customers. We use a simple equation:

E = P*Q-i

to help customers to understand the holistic nature of the energy management problem. Total energy cost (E) is a function of Energy Price (P) times the Quantity of Energy Consumed (Q), minus any rebates or incentives (i) the customer can earn. This approach not only makes energy management more approachable for customers, simplifying what has become an increasingly dynamic and complex problem, it also highlights the inter-related nature of the energy management challenge. We assert that point solution vendors may optimize one of the three elements, but it takes looking at the problem holistically to unlock the most savings.

Acquisitions are an important component of our business strategy. Our focus is on both our core procurement business as well as new product lines within the energy management services industry such as energy efficiency services.

On October 3, 2012, we acquired substantially all of the assets and certain obligations of Northeast Energy Partners, LLC (“NEP”) pursuant to an Asset Purchase Agreement (the “Asset Purchase Agreement”) between the Company, NEP, and its members. NEP is a Connecticut based energy management and procurement company.

During the third and fourth quarters of 2011 we acquired the energy procurement business of Co-eXprise, Inc. (“Co-eXprise”), Northeast Energy Solutions, LLC (“NES”) and GSE Consulting, LP (“GSE”). These acquisitions expanded our capabilities in the Energy efficiency segment, enabled the Company to enter the growing small- and medium-sized customer Energy procurement marketplaces, and consolidate the large commercial, industrial and government auction space.

With the acquisition of NES, we are managing the business as two business segments: Energy procurement and Energy efficiency services.

Our business model is heavily dependent on our people. We have significantly grown our employee base from 20 at our initial public offering (“IPO”) in November 2006 to a current high of 105 at September 30, 2012. This planned investment has been, and will continue to be, a key component of our strategic initiatives and revenue growth. While these infrastructure investments result in increased operating costs in the short–term, once they begin to generate incremental revenue the operating leverage within our business model results in positive cash flow and profitability. We have been able to fund our

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acquisitions and strategic investments primarily with cash on-hand, notes payable and cash we have generated from operations, and we will continue to focus on cash generating acquisitions in the future. These activities, however, will increase our operating costs both in the short and long-term and may require us to borrow against our current credit facility and/or raise funds through additional capital raises.

Operations

Revenue

Retail Electricity Transactions

We earn a monthly commission on energy sales contracted through our online auction platform from each bidder or energy supplier based on the energy usage transacted between the bidder and lister or energy consumer. Our commissions are not based on the retail price for electricity; rather on the amount of energy consumed. Commissions are calculated based on the volume of energy usage transacted between the energy supplier and energy consumer multiplied by our contractual commission rate. Our contractual commission rate is negotiated with the energy consumer on a procurement-by-procurement basis based on energy consumer specific circumstances, including the size of auction, the effort required to organize and run the respective auction and competitive factors, among others. Once the contractual commission is agreed to with the energy consumer, all energy suppliers participating in the auction agree to that rate. That commission rate remains fixed for the duration of the contractual term regardless of energy usage. Energy consumers provide us with a letter of authorization to request their usage history from the local utility. We then use this data to compile a usage profile for that energy consumer that will become the basis for the auction. This data may also be used to estimate revenue on a going forward basis, as noted below.

Historically, our revenue and operating results have varied from quarter-to-quarter and are expected to continue to fluctuate in the future. These fluctuations are primarily due to the buying patterns of our wholesale and natural gas customers, which tend to have large, seasonal purchases during the fourth and first quarters and electricity usage having higher demand in our second and third quarters. In addition, the activity levels on the World Energy Exchange® can fluctuate due to a number of factors, including market prices, weather conditions, energy consumers’ credit ratings, the ability of suppliers to obtain financing in credit markets, and economic and geopolitical events. To the extent these factors affect the purchasing decisions of energy consumers our future results of operations may be affected. Contracts between energy suppliers and energy consumers are signed for a variety of term lengths, with a one to two year contract term being typical for commercial and industrial energy consumers, and government contracts typically having two to three year terms.

We do not invoice our electricity energy suppliers for monthly commissions earned and, therefore, we report a substantial portion of our receivables as “unbilled.” Unbilled accounts receivable represents management’s best estimate of energy provided by the energy suppliers to the energy consumers for a specific completed time period at contracted commission rates and is made up of two components. The first component represents energy usage for which we have received actual data from the supplier and/or the utility, but for which payment has not been received at the balance sheet date. The majority of our contractual relationships with energy suppliers require them to supply actual usage data to us on a monthly basis and remit payment to us based on that usage. The second component represents energy usage for which we have not received actual data, but for which we have estimated usage. Commissions paid in advance by certain bidders are recorded as deferred revenue and amortized to commission revenue on a monthly basis on the energy exchanged that month.

Retail Natural Gas Transactions

There are two primary fee components to our retail natural gas services: transaction fees and management fees. Transaction fees are billed to and paid by the energy supplier awarded business on the platform. These fees are established prior to award and are the same for each supplier. For the majority of our natural gas transactions, we bill the supplier upon the conclusion of the transaction based on the estimated energy volume transacted for the entire award term multiplied by the transaction fee. Management fees are paid by our energy consumers and are generally billed on a monthly basis for services rendered based on terms and conditions included in contractual arrangements. While substantially all of our retail natural gas transactions are accounted for in accordance with this policy, a certain percentage is accounted for as the natural gas is consumed by the energy consumer and recognized as revenue in accordance with the retail electricity transaction revenue recognition methodology described above.

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Mid-Market Transactions

We earn a monthly commission on energy sales from each energy supplier based on the energy usage transacted between the energy supplier and energy consumer. The commissions are not based on the retail price for electricity but rather on the amount of energy consumed. Commissions are calculated based on the energy usage transacted between the energy supplier and energy consumer multiplied by our contractual commission rate. Revenue from commissions is recognized as earned on a monthly basis over the life of each contract as energy is consumed, provided there is persuasive evidence of an arrangement, the sales price is fixed or determinable, collection of the related receivable is reasonably assured, and customer acceptance criteria, if any, has been successfully demonstrated. We generally recognize revenue on these transactions when it has received verification from the electricity supplier of the end-users power usage and electricity supplier’s billing and subsequent collection of the billing from the end user. The verification is generally accompanied with payment of the agreed upon fee to us, at which time the revenue is recognized. Commissions paid in advance are recorded as customer advances and recognized monthly as commission revenue based on the energy exchanged that month. To the extent we do not receive verification of actual energy usage or we cannot reliably estimate what actual energy usage was for a given period, revenue is deferred until usage data is received from the energy supplier.

Demand Response Transactions

Demand response transaction fees are recognized when we have received confirmation from the demand response provider (“DRP”) that the energy consumer has performed under the applicable Regional Transmission Organization (“RTO”) or Independent System Operator (“ISO”) program requirements. The energy consumer is either called to perform during an actual curtailment event or is required to demonstrate its ability to perform in a test event during the performance period. For the PJM Interconnection (“PJM”), an RTO that coordinates the movement of wholesale electricity in all or parts of 13 states and the District of Columbia, the performance period is June through September in a calendar year. Test results are submitted to the PJM by the DRPs and we receive confirmation of the energy consumer’s performance in the fourth quarter. DRPs typically pay us ratably on a quarterly basis throughout the demand response fiscal (June to May) year. As a result, a portion of the revenue we recognize is reflected as unbilled accounts receivable.

Wholesale Transactions

Wholesale transaction fees are invoiced upon the conclusion of the auction based on a fixed fee. These revenues are not tied to future energy usage and are recognized upon the completion of the online auction. For reverse auctions where our customers bid for a consumer’s business, the fees are paid by the bidder. For forward auctions where a lister is selling energy products, the fees are typically paid by the lister. While substantially all wholesale transactions are accounted for in this fashion, a small percentage of our wholesale revenue is accounted for as electricity or gas is delivered, similar to the retail electricity transaction methodology described above.

Environmental Commodity Transactions

Environmental commodity transaction fees are accounted for utilizing two primary methods. For regulated allowance programs like the Regional Greenhouse Gas Initiative (“RGGI”), fees are paid by the lister and are recognized quarterly as revenue as auctions are completed and approved. For all other environmental commodity transactions both the lister and the bidder pay the transaction fee and revenue is recognized upon the consummation of the underlying transaction as credits are delivered by the lister and payment is made by the bidder.

Energy Efficiency Services

Our Energy efficiency services segment is primarily project driven where we identify efficiency measures that energy consumers can implement to reduce their energy usage. We present retrofit opportunities to customers, get approval from them to proceed and submit the proposal to the local utility for cost reimbursement. Once the utility approves funding for the project, we install the equipment, typically new heating, ventilation or air conditioning equipment, or replace lighting fixtures to more efficient models. We generally recognize revenue for energy efficiency services when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable and collectability is reasonably assured. Due to the short-term nature of projects (typically two to three weeks), the Company utilizes the completed-contract method. Revenues are recognized based upon factors such as passage of title, installation, payments and customer acceptance.

Cost of revenue

Cost of revenue consists primarily of:

• salaries, employee benefits and share-based compensation associated with our auction management and efficiency services, which are directly related to the development and production of the online auction and maintenance of market-related data on our auction platform and monthly management fees (our supply desk function);

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• project costs including direct labor equipment and materials directly associated with efficiency projects;

• amortization of capitalized costs associated with our auction platform and acquired developed technology; and

• rent, depreciation and other related overhead and facility-related costs.

Sales and marketing

Sales and marketing expenses consist primarily of:

• salaries, employee benefits and share-based compensation related to sales and marketing personnel;

• third party commission expenses to our channel partners;

• travel and related expenses;

• amortization related to customer relationships and contracts;

• rent, depreciation and other related overhead and facility-related costs; and

• general marketing costs such as trade shows, marketing materials and outsourced services.

General and administrative

General and administrative expenses consist primarily of:

• salaries, employee benefits and share-based compensation related to general and administrative personnel;

• accounting, legal, investor relations, information technology and other professional fees; and

• rent, depreciation and other related overhead and facility-related costs.

Interest income (expense), net

Interest income (expense), net consists primarily of:

• interest income earned on cash held in the bank; and

• interest expense related to capital leases, bank term loan, note payable and contingent consideration.

Income tax expense

Income tax expense reflects the Company’s federal alternative minimum tax liability and state income taxes.

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Results of Operations

The following table sets forth certain items as a percent of revenue for the periods presented:

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2012			2011			2012			2011
	(As Restated)						(As Restated)
Revenue		100	%		100	%		100	%		100	%
Cost of revenue		35			17			31			19
Gross profit		65			83			69			81
Operating expenses:
Sales and marketing		48			45			52			49
General and administrative		23			23			26			24
Operating income (loss)		(6	)		15			(9	)		8
Interest income (expense), net		(1	)		—			(1	)		1
Other income		—			—			—			—
Income tax expense		—			—			—			—
Net income (loss)		(7	)%		15	%		(10	)%		9	%

Comparison of the Three Months Ended September 30, 2012 and 2011

Revenue

	For the Three Months Ended September 30,
	2012		2011		Increase
	(As Restated)				(As Restated)
Energy procurement	$	5,626,444	$	5,625,070	$	1,374	—	%
Energy efficiency services		1,979,410		—		1,979,410	—
Total revenue	$	7,605,854	$	5,625,070	$	1,980,784	35	%

Revenue increased 35% for the three months ended September 30, 2012 as compared to the same period in 2011 due to revenue from our acquisitions completed in the fourth quarter of 2011 and increased auction activity in our retail product line. Our Energy procurement segment revenues remained consistent with the prior year as additions of the energy procurement contracts of Co-eXprise and GSE were offset by decreases in gas and wholesale transaction activity. In addition, the energy procurement revenue for the third quarter of 2011 included a $0.7 million incremental increase representing a one-time, upfront payment from one of our suppliers related to expected future energy usage. Our Energy efficiency services segment generated approximately $2.0 million in revenue in the third quarter of 2012 due to our October 2011 acquisition of NES and projects completed by our internal energy efficiency services group.

Cost of revenue

	For the Three Months Ended September 30,
	2012					2011
	$		% of Revenue			$		% of Revenue			Increase
			(As Restated)
Energy procurement	$	1,088,393		19	%	$	970,846		17	%	$	117,547	12	%
Energy efficiency services		1,544,520		78	%		—		—			1,544,520	—
Total cost of revenue	$	2,632,913		35	%	$	970,846		17	%	$	1,662,067	171	%

Cost of revenue increased 171% for the three months ended September 30, 2012 as compared to the three months ended September 30, 2011 primarily due to increases in equipment, material and labor costs associated with projects completed by our Energy efficiency services segment. Cost of revenue for our Energy procurement segment increased 12% due to increases in payroll resulting from a net increase in employees including our recent acquisitions. Cost of revenue associated with our Energy procurement segment as a percent of revenue increased 2% due to the increase in payroll costs. The costs of revenue associated with our Energy efficiency services segment was primarily associated with equipment, material and labor costs associated with completed projects during the quarter. Cost of revenue as a percent of our Energy efficiency services revenue was 78% as we continued to build our project management team during the quarter.

Operating expenses

	For the Three Months Ended September 30,
	2012					2011
	$		% of Revenue			$		% of Revenue			Increase
			(As Restated)
Sales and marketing	$	3,638,961		48	%	$	2,512,191		45	%	$	1,126,770	45	%
General and administrative		1,769,718		23			1,293,822		23			475,896	37
Total operating expenses	$	5,408,679		71	%	$	3,806,013		68	%	$	1,602,666	42	%

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Sales and marketing expenses increased 45% for the three months ended September 30, 2012 as compared to the same period in 2011 primarily due to increases in payroll, internal commissions and amortization of intangible assets. Payroll and internal commissions increased due to an increase of twenty-seven sales and marketing employees versus the same period last year primarily due to our acquisitions and hires in our Energy efficiency services segment and mid-market group. Amortization expense related to intangible assets increased due to our 2011 acquisitions. Sales and marketing expense as a percentage of revenue increased 3% due to the increase in costs described above substantially offset by the 35% revenue increase.

The 37% increase in general and administrative expenses for the three months ended September 30, 2012 as compared to the same period in 2011 was primarily due to increases in amortization expense, compliance and payroll costs. These increased costs were primarily due to our 2011 acquisitions. General and administrative expenses as a percent of revenue remained consistent with the prior year as the cost increases were substantially offset by the 35% revenue increase.

Interest expense, net

Interest expense, net was approximately $87,000 for the three months ended September 30, 2012 compared to interest income, net of approximately $14,000 for the three months ended September 30, 2011. The increase in interest expense, net in 2012 was primarily due to interest charged on our notes payable, contingent consideration and the term loan with Silicon Valley Bank (“SVB”). The interest income in the third quarter of 2011 was primarily due to interest earned on a convertible note receivable with Retroficiency, Inc. (“Retroficiency”).

Income tax expense

We recorded income tax expense of approximately $23,000 for the three months ended September 30, 2012 compared to income tax expense of approximately $7,000 for the three months ended September 30, 2011. While we have approximately $15.0 million of net operating loss carryforwards to offset taxable income, we continue to generate taxable income which is subject to federal alternative minimum tax and state income taxes.

Net income (loss)

We reported a net loss for the three months ended September 30, 2012 of $0.5 million and net income for the three months ended September 30, 2011 of $0.9 million, as cost increases and lower margins associated with our Energy efficiency services segment were partially offset by increases in revenue in the third quarter of 2012. In addition, net income for the third quarter of 2011 reflected a $0.5 million increase representing an one-time, upfront payment from one of our suppliers related to future energy usage net of internal and third party commission expense.

Comparison of the Nine Months Ended September 30, 2012 and 2011

Revenue

	For the Nine Months Ended September 30,
	2012		2011		Increase
	(As Restated)
Energy procurement	$	17,480,645	$	15,180,140	$	2,300,505	15	%
Energy efficiency services		4,103,815		—		4,103,815	—
Total revenue	$	21,584,460	$	15,180,140	$	6,404,320	42	%

Revenue increased 42% for the nine months ended September 30, 2012 as compared to the same period in 2011 due to nine months of revenue from our acquisitions completed in the fourth quarter of 2011 and increased auction activity in our retail product line. Our Energy procurement segment increased 15% due to the additions of the energy procurement contracts of Co-eXprise and GSE and, to a lesser extent, increased transaction activity due to new customers. The energy procurement revenue for the nine months ended September 30, 2011 included a $0.7 million incremental increase representing a one-time, upfront payment from one of our suppliers related to expected future energy usage. Our Energy efficiency services segment generated approximately $4.1 million in revenue in the first nine months of 2012 due to our October 2011 acquisition of NES and projects completed by our internal energy efficiency services group.

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Cost of revenue

	For the Nine Months Ended September 30,
	2012					2011
	$		% of Revenue			$		% of Revenue			Increase
			(As Restated)
Energy procurement	$	3,518,073		20	%	$	2,907,359		19	%	$	610,714	21	%
Energy efficiency services		3,096,738		75	%		—		—			3,096,738	—
Total cost of revenue	$	6,614,811		31	%	$	2,907,359		19	%	$	3,707,452	128	%

Cost of revenue increased 128% for the nine months ended September 30, 2012 as compared to the nine months ended September 30, 2011 primarily due to increases in equipment, material and labor costs associated with projects completed by our Energy efficiency services segment. Cost of revenue for our Energy procurement segment increased 21% due to increases in payroll resulting from a net increase in employees including our recent acquisitions. Cost of revenue associated with our Energy procurement segment as a percent of revenue increased 1% due to the cost increases noted above, substantially offset by the 15% increase in revenue. The costs of revenue associated with our Energy efficiency services segment was primarily associated with equipment, material and labor costs associated with completed projects during the quarter. Cost of revenue as a percent of our Energy efficiency services revenue was 75% as we continued to build our project management team during the year.

Operating expenses

	For the Nine Months Ended September 30,
	2012					2011
	$		% of Revenue			$		% of Revenue			Increase
			(As Restated)
Sales and marketing	$	11,171,915		52	%	$	7,385,241		49	%	$	3,786,674	51	%
General and administrative		5,748,957		26			3,610,892		24			2,138,065	59
Total operating expenses	$	16,920,872		78	%	$	10,996,133		73	%	$	5,924,739	54	%

Sales and marketing expenses increased 51% for the nine months ended September 30, 2012 as compared to the same period in 2011 primarily due to increases in payroll, internal commissions and amortization of intangible assets. Payroll and internal commissions increased due to an increase of twenty-seven sales and marketing employees versus the same period last year primarily due to our acquisitions and hires in our Energy efficiency services segment and mid-market group. Amortization expense related to intangible assets increased due to our 2011 acquisitions. Sales and marketing expense as a percentage of revenue increased 3% due to the increase in costs described above, which were substantially offset by the 42% increase in revenue.

The 59% increase in general and administrative expenses for the nine months ended September 30, 2012 as compared to the same period in 2011 was primarily due to increases in payroll, amortization expense, compliance and certain non-recurring costs. Amortization expense related to intangible assets, payroll and compliance costs increased primarily due to our 2011 acquisitions. In addition, we incurred $0.5 million of non-recurring charges related to severance, our corporate and Ohio office moves, and a channel partner advance. General and administrative expenses as a percent of revenue increased 2% as the above noted costs were substantially offset by the 42% increase in revenue.

Interest expense, net

Interest expense, net was approximately $275,000 for the nine months ended September 30, 2012 compared to interest income, net of approximately $42,000 for the nine months ended September 30, 2011. The increase in interest expense, net in 2012 was primarily due to interest charged on our notes payable, contingent consideration and the term loan with SVB. The interest income in the first nine months of 2011 was primarily due to interest earned on a convertible note receivable with Retroficiency.

Other income

Other income in the amount of approximately $53,000 was recognized from the sale of our investment in Retroficiency in the first quarter of 2012. There was no other income in 2011.

Income tax expense

We recorded income tax expense of approximately $73,000 for the nine months ended September 30, 2012 compared to income tax expense of approximately $22,000 for the nine months ended September 30, 2011. While we have approximately $15.0 million of net operating loss carryforwards to offset taxable income, we continue to generate taxable income which is subject to federal alternative minimum tax and state income taxes.

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Net income (loss)

We reported a net loss for the nine months ended September 30, 2012 of $2.2 million and net income of $1.3 million for the nine months ended September 30, 2011, due to the increase in costs noted above, including the $0.5 million of non-recurring costs, partially offset by the 42% increase in revenue,. In addition, net income for the nine months ended September 30, 2011 reflected a $0.5 million increase representing a one-time, upfront payment from one of our suppliers related to future energy usage, net of internal and third party commission expense.

Liquidity and Capital Resources

At September 30, 2012, we had no commitments for material capital expenditures. We have identified and executed against a number of strategic initiatives that we believe are key components of our future growth, including: expanding our community of listers, bidders and channel partners on our exchanges; strengthening and extending our long-term relationships with government agencies; entering into other energy-related markets including wholesale transactions with utilities, energy efficiency, and demand response; making strategic acquisitions; and growing our direct and inside sales force. As of September 30, 2012 our workforce numbered 105, an increase of twenty-three employees from the number that we employed at December 31, 2011. At September 30, 2012, we had 49 professionals in our sales and marketing and account management groups, 37 in our supply desk group and 19 in our general and administrative group.

We have been executing against our acquisition strategy and have acquired 3 companies over the last 12 months. Our approach has been to maximize the potential acquisition value by minimizing the upfront consideration paid and funding any additional consideration from the acquisition’s future cash flows. We have accomplished this by utilizing a combination of stock, seller notes, and earn-outs to extend the total deal consideration over a number of years. We have also utilized long-term debt to finance our GSE acquisition. At September 30, 2012, we have $3.6 million of notes payable and contingent consideration that are due by January 15, 2013. In addition, we have up to $1.0 million of contingent consideration and $0.8 million of principal payments due under our 4-year, $2.5 million term note with SVB due by January 15, 2014. We believe we have the resources to meet all these obligations without penalty during the second half of 2013.

With our acquisition of NEP subsequent to quarter end, we added an additional $2.0 million seller note and $2.5 million of potential contingent consideration, both payable in cash during the fourth quarter of 2013. In addition, in the fourth quarter of 2012 we expanded our term note with SVB by increasing the amount outstanding by $4.0 million to $6.5 million and entered into an 8-year, $4.0 million Subordinated Note due 2020 with Massachusetts Capital Resource Company (“MCRC”). While the expansion/addition of these debt instruments significantly increased our commitments, we believe we have the resources to meet both our short- and long-term obligations under these arrangements based on cash on-hand, operating cash flows from our base business and cash expected to be generated from all of our acquired businesses. During the quarter and year-to-date periods we generated $0.2 million and $0.4 million of EBITDA and ended the quarter with $3.0 million in cash and cash equivalents. We have structured all of our long-term instruments to allow for early retirement in the short-term with minimal penalty and believe that we will have the resources to meet our obligations related to our acquisitions by the end of 2014 if we decide to do so.

Comparison of September 30, 2012 to December 31, 2011

	September 30, 2012			December 31, 2011			Increase
	(As Restated)			(As Restated)			(As Restated)
Cash and cash equivalents	$	3,014,090		$	1,837,801		$	1,176,289		64	%
Trade accounts receivable		5,975,828			3,603,634			2,372,194		66
Days sales outstanding		72			62			10		16
Working capital (deficit)		(1,010,385	)		(3,996,690	)		(5,007,075	)	125
Stockholders’ equity		18,843,597			20,619,101			(1,775,504	)	(9	)

Cash and cash equivalents increased 64% primarily due to $3.3 million of customer advances, proceeds of $2.5 million from borrowings under our term note with SVB and the receipt of $0.8 million in cash from the sale of our Retroficiency investment. These increases were partially offset by contingent consideration payments of $2.3 million, payment of notes payable to seller of $1.0 million and a 66% increase in trade accounts receivable. Trade accounts receivable increased 66% primarily due to the 42% increase in revenue as compared to the fourth quarter of 2011. Days sales outstanding (representing

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accounts receivable outstanding at September 30, 2012 divided by the average sales per day during the current quarter, as adjusted) increased 16% due to the timing of in-period revenue recognized within the third quarter of 2012 as compared to the fourth quarter of 2011. Revenue from bidders representing 10% or more of our revenue decreased to 22% from two bidders during the nine months ended September 30, 2012, from 24% from two bidders during the same period in 2011.

The working capital balance at September 30, 2012 (consisting of current assets less current liabilities) improved $1.2 million from December 31, 2011 primarily due to cash generated from the sale of our Retroficiency investment, proceeds from our term note with SVB, customer advances in our mid-market product line and positive EBITDA. These increases in cash funded our repayment of $2.3 million of contingent consideration, notes payable to seller of $1.0 million and the increase in trade accounts receivable. Stockholders’ equity decreased 9% for the nine months ended September 30, 2012 due to the $2.2 million of net loss for the nine-months ended September 30, 2012, partially offset by share-based compensation and proceeds from the exercise of stock options.

Cash provided by operating activities for the nine months ended September 30, 2012 and 2011 was approximately $1.4 million and $1.9 million, respectively. The decrease in 2012 was primarily due to the $2.4 million increase in accounts receivable and a $1.8 million decrease in EBITDA partially offset by a $3.3 million increase deferred revenue and customer advances. Cash used in investing and financing activities for the nine months ended September 30, 2012 was approximately $0.2 million primarily due to the payment of $2.3 million of contingent consideration, $1.0 million payment of notes payable to seller related to our 2011 acquisitions and $0.3 million of fixed asset additions related to our office moves. These decreases were significantly offset by cash received from the sale of our Retroficiency investment and proceeds from our $2.5 million term loan with SVB. Cash provided by investing and financing activities for the nine months ended September 30, 2011 was $1.1 million primarily due to net proceeds of $5.3 million received from the sale of common stock during the second quarter of 2011, which was significantly offset by the $4.0 million paid to acquire the Co-eXprise energy procurement business during the third quarter of 2011.

EBITDA, representing net income or loss before interest, income taxes, depreciation and amortization for the nine months ended September 30, 2012 was $0.4 million as compared to $2.2 million for the same period in the prior year. The $3.2 million decrease in operating loss was primarily due to a $1.3 million increase in depreciation and amortization related to acquisitions compared to the first nine months of 2011. We have generated EBITDA for seven of the previous nine quarters for a cumulative total of $3.3 million. Please refer to the section below discussing non-GAAP financial measures for a reconciliation of non-GAAP measures to the most directly comparable measure calculated and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

In this Amendment No. 1, we provide certain “non-GAAP financial measures”. A non-GAAP financial measure refers to a numerical financial measure that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable financial measure calculated and presented in accordance with GAAP in our financial statements. In this Amendment No. 1, we provide EBITDA and adjusted EBITDA as additional information relating to our operating results. These non-GAAP measures exclude expenses related to share-based compensation, depreciation related to our fixed assets, amortization expense related to acquisition-related assets and other assets, interest expense on capital leases, bank borrowings, notes payable to sellers and contingent consideration, interest income on invested funds and notes receivable, and income taxes. Management uses these non-GAAP measures for internal reporting and bank reporting purposes. We have provided these non-GAAP financial measures in addition to GAAP financial results because we believe that these non-GAAP financial measures provide useful information to certain investors and financial analysts in assessing our operating performance due to the following factors:

• We believe that the presentation of a non-GAAP measure that adjusts for the impact of share-based compensation expenses, depreciation of fixed assets, amortization expense related to acquisition-related assets and other assets, interest expense on capital leases, bank borrowings, seller notes and contingent consideration, interest income on invested funds and notes receivable, income taxes and share based compensation expenses provides investors and financial analysts with a consistent basis for comparison across accounting periods and, therefore, is useful to investors and financial analysts in helping them to better understand our operating results and underlying operational trends;

• Although share-based compensation is an important aspect of the compensation of our employees and executives, share-based compensation expense is generally fixed at the time of grant, then amortized over a period of several years after the grant of the share-based instrument, and generally cannot be changed or influenced by management after the grant;

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• We do not acquire intangible assets on a predictable cycle. Our intangible assets relate solely to business acquisitions. Amortization costs are fixed at the time of an acquisition, are then amortized over a period of several years after the acquisition and generally cannot be changed or influenced by management after the acquisition;

• We do not regularly incur capitalized software and website costs. Our capitalized software costs relate primarily to the build-out of our exchanges. Amortization costs are fixed at the time the costs are incurred and are then amortized over a period of several years and generally cannot be changed or influenced by management after the initial costs are incurred;

• We do not regularly invest in fixed assets. Our fixed assets relate primarily to computer and office equipment and furniture and fixtures. Depreciation costs are fixed at the time of purchase and are then depreciated over several years and generally cannot be changed or influenced by management after the purchase;

• We do not regularly enter into capital leases, bank debt, seller notes and/or pay interest on contingent consideration. Our capital leases relate primarily to computer and office equipment and seller notes and contingent consideration relate to acquisition activities. Interest expense is fixed at the time of purchase and recorded over the life of the lease and generally cannot be changed or influenced by management after the purchase;

• We do not regularly earn interest on our cash accounts and notes receivable. Our cash is invested in U.S. Treasury funds and has not yielded material returns to date and these returns generally cannot be changed or influenced by management; and

• We do not regularly pay federal or state income taxes due to our net operating loss carryforwards. Our income tax expense reflects the anticipated alternative minimum tax liability based on statutory rates that generally cannot be changed or influenced by management.

Pursuant to the requirements of the SEC, we have provided below a reconciliation of the non-GAAP financial measures used to the most directly comparable financial measures prepared in accordance with GAAP. These non-GAAP financial measures are not prepared in accordance with GAAP. These measures may differ from the GAAP information, even where similarly titled used by other companies, and therefore should not be used to compare our performance to that of other companies. The presentation of this additional information is not meant to be considered in isolation or as a substitute for net income prepared in accordance with GAAP.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
	(As Restated)						(As Restated)
GAAP net income (loss)	$	(545,155	)	$	855,144		$	(2,245,241	)	$	1,296,544
Add: Interest (income) expense, net		86,917			(14,183	)		274,624			(41,646	)
Add: Income taxes		22,500			7,250			72,500			21,750
Add: Amortization of intangibles		618,228			264,821			2,076,369			743,544
Add: Amortization of other assets		8,833			27,751			30,504			104,089
Add: Depreciation		55,443			30,941			158,513			97,965
Non-GAAP EBITDA	$	246,766		$	1,171,724		$	367,269		$	2,222,246
Non-GAAP EBITDA per share	$	0.02		$	0.11		$	0.03		$	0.22
Add: Share-based compensation		120,175			171,389			319,619			488,897
Non-GAAP adjusted EBITDA	$	366,941		$	1,343,113		$	686,888		$	2,711,143
Non-GAAP adjusted EBITDA per share	$	0.03		$	0.12		$	0.06		$	0.26
Weighted average diluted shares		11,946,504			10,809,144			11,945,177			10,247,294

Critical Accounting Policies

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Accordingly, actual results could differ from these estimates.

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The most judgmental estimates affecting our consolidated financial statements are those relating to revenue recognition and the estimate of actual energy delivered from the bidder to the lister of such energy; share-based compensation; the valuation of intangible assets and goodwill; the valuation of contingent consideration; impairment of long-lived assets; and estimates of future taxable income as it relates to the realization of our net deferred tax assets. We regularly evaluate our estimates and assumptions based upon historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. To the extent actual results differ from those estimates; future results of operations may be affected. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements. Refer to Note 3 of our consolidated financial statements within our Annual Report on Form 10-K/A as filed on April 16, 2013 for a description of our accounting policies.

Revenue Recognition

Retail Electricity Transactions

We earn a monthly commission on energy sales contracted through our online auction platform from each bidder or energy supplier based on the energy usage transacted between the bidder and lister or energy consumer. Our commissions are not based on the retail price for electricity; rather on the amount of energy consumed. Commissions are calculated based on the energy usage transacted between the energy supplier and energy consumer multiplied by our contractual commission rate. Revenue from commissions is recognized as earned on a monthly basis over the life of each contract as energy is consumed, provided there is persuasive evidence of an arrangement, the sales price is fixed or determinable, collection of the related receivable is reasonably assured, and customer acceptance criteria, if any, has been successfully demonstrated.

We record brokerage commissions based on actual usage data obtained from the energy supplier for that accounting period, or to the extent actual usage data is not available, based on the estimated amount of electricity and gas delivered to the energy consumers for that accounting period. We develop our estimates on a quarterly basis based on the following criteria:

• Payments received prior to the issuance of the financial statements;

• Usage updates from energy suppliers;

• Usage data from utilities;

• Comparable historical usage data; and

• Historical variances to previous estimates.

To the extent usage data cannot be obtained, we estimate revenue as follows:

• Historical usage data obtained from the energy consumer in conjunction with the execution of the auction;

• Geographic/utility usage patterns based on actual data received;

• Analysis of prior year usage patterns; and

• Specific review of individual energy supplier/location accounts.

In addition, we analyze this estimated data based on overall industry trends including prevailing weather and usage data. Once the actual data is received, we adjust the estimated accounts receivable and revenue to the actual total amount in the period during which the payment is received. Based on management’s current capacity to obtain actual energy usage, we currently estimate four to six weeks of revenue at the end of its accounting period. Differences between estimated and actual revenue have been within management’s expectations and have not been material to date.

We do not invoice our electricity energy suppliers for monthly commissions earned and, therefore, we report a substantial portion of our receivables as “unbilled.” Unbilled accounts receivable represents management’s best estimate of energy provided by the energy suppliers to the energy consumers for a specific completed time period at contracted commission rates and is made up of two components. The first component represents energy usage for which we have received actual data from the supplier and/or the utility but for which payment has not been received at the balance sheet date. The majority of our contractual relationships with energy suppliers require them to supply actual usage data to us on a monthly basis and remit payment to us based on that usage. The second component represents energy usage for which we have not received actual data, but for which we have estimated usage. Commissions paid in advance by certain energy suppliers are recorded as deferred revenue and amortized to commission revenue on a monthly basis on the energy exchanged that month.

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Retail Natural Gas Transactions

There are two primary fee components to our retail natural gas services: transaction fees and management fees. Transaction fees are billed to and paid by the energy supplier awarded business on the platform. These fees are established prior to award and are the same for each supplier. For the majority of our natural gas transactions, the supplier is billed upon the conclusion of the transaction based on the estimated energy volume transacted for the entire award term multiplied by the transaction fee. Management fees are paid by our energy consumers and are generally billed on a monthly basis for services rendered based on terms and conditions included in contractual arrangements. While substantially all of our retail natural gas transactions are accounted for in accordance with this policy, a certain percentage are accounted for as the natural gas is consumed by the customer and recognized as revenue in accordance with the retail electricity transaction revenue recognition methodology described above.

Mid-Market Transactions

We earn a monthly commission on energy sales from each energy supplier based on the energy usage transacted between the energy supplier and energy consumer. The commissions are not based on the retail price for electricity but rather on the amount of energy consumed. Commissions are calculated based on the energy usage transacted between the energy supplier and energy consumer multiplied by our contractual commission rate. Revenue from commissions is recognized as earned on a monthly basis over the life of each contract as energy is consumed, provided there is persuasive evidence of an arrangement, the sales price is fixed or determinable, collection of the related receivable is reasonably assured, and customer acceptance criteria, if any, has been successfully demonstrated. We generally recognize revenue on these transactions when it has received verification from the electricity supplier of the end-users power usage and electricity supplier’s billing and subsequent collection of the billing from the end user. The verification is generally accompanied with payment of the agreed upon fee to us, at which time the revenue is recognized. Commissions paid in advance are recorded as customer advances and recognized monthly as commission revenue based on the energy exchanged that month. To the extent we do not receive verification of actual energy usage or we cannot reliably estimate what actual energy usage was for a given period, revenue is deferred until usage data is received from the energy supplier.

Demand Response Transactions

Demand response transaction fees are recognized when we receive confirmation from the CSP that the energy consumer has performed under the applicable RTO or ISO program requirements. The energy consumer is either called to perform during an actual curtailment event or is required to demonstrate its ability to perform in a test event during the performance period. For PJM the performance period is June through September in a calendar year. Test results are submitted to PJM by the CSPs and we receive confirmation of the energy consumer’s performance in the fourth quarter. CSPs typically pay us ratably on a quarterly basis throughout the demand response fiscal (June to May) year. As a result, a portion of the revenue we recognize is reflected as unbilled accounts receivable.

Wholesale Transactions

Wholesale transaction fees are invoiced upon the conclusion of the auction based on a fixed fee. These revenues are not tied to future energy usage and are recognized upon the completion of the online auction. For reverse auctions where our customers bid for a consumer’s business, the fees are paid by the bidder. For forward auctions where a lister is selling energy products, the fees are typically paid by the lister. While substantially all wholesale transactions are accounted for in this fashion, a small percentage of our wholesale revenue is accounted for as electricity or gas is delivered, similar to the retail electricity transaction methodology described above.

Environmental Commodity Transactions

Environmental commodity transaction fees are accounted for utilizing two primary methods. For regulated allowance programs like RGGI, fees are paid by the lister and are recognized as revenue quarterly as auctions are completed and approved. For most other environmental commodity transactions both the lister and the bidder pay the transaction fee and revenue is recognized upon the consummation of the underlying transaction as credits are delivered by the lister and payment is made by the bidder.

Channel Partner Commissions

We pay commissions to our channel partners at contractual rates based on monthly energy transactions between energy

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suppliers and energy consumers. The commission is accrued monthly and charged to sales and marketing expense as revenue is recognized. We pay commissions to our salespeople at contractual commission rates based upon cash collections from our customers.

Revenue Estimation

Our estimates in relation to revenue recognition affect revenue and sales and marketing expense as reflected on our statements of operations, and trade accounts receivable and accrued commission accounts as reflected on our balance sheets. For any quarterly reporting period, we may not have actual usage data for certain energy suppliers and will need to estimate revenue. We initially record revenue based on the energy consumers’ historical usage profile. At the end of each reporting period, we adjust this historical profile to reflect actual usage for the period and estimate usage where actual usage is not available. For the nine months ended September 30, 2012, we estimated usage for approximately 9% of our revenue resulting in an approximate $43,000 adjustment to decrease revenue. This decrease in revenue resulted in an approximate $10,000 decrease in sales and marketing expense related to third party commission expense associated with those revenues. Corresponding adjustments were made to trade accounts receivable and accrued commissions, respectively. A 1% difference between this estimate and actual usage would have an approximate $18,000 effect on our revenue for the nine months ended September 30, 2012.

Energy Efficiency Services

We generally recognize revenues for Energy efficiency services when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable and collectability is reasonably assured. Due to the short-term nature of projects (typically two to three weeks), we utilize the completed-contract method. Revenues are recognized based upon factors such as passage of title, installation, payments and customer acceptance.

Allowance for Doubtful Accounts

We provide for an allowance for doubtful accounts on a specifically identified basis, as well as through historical experience applied to an aging of accounts, if necessary. Trade accounts receivable are written off when deemed uncollectible. To date write-offs have not been material.

Goodwill

We use assumptions in establishing the carrying value and fair value of our goodwill. Goodwill represents the excess of the purchase price over the fair value of identifiable net assets of acquired businesses. We account for goodwill that results from acquired businesses in accordance with guidance with the Financial Accounting Standards Board (“FASB”), under which goodwill and intangible assets having indefinite lives are not amortized but instead are assigned to reporting units and tested for impairment annually or more frequently if changes in circumstances or the occurrence of events indicate possible impairment.

We perform an annual impairment review during the fourth fiscal quarter of each year, or earlier, if indicators of potential impairment exist. The impairment test for goodwill is a two-step process. Step one consists of a comparison of the fair value of a reporting unit with its carrying amount, including the goodwill allocated to each reporting unit. If the carrying amount is in excess of the fair value, step two requires the comparison of the implied fair value of the reporting unit whereby the carrying amount of the reporting unit’s goodwill over the implied fair value of the reporting unit’s goodwill will be recorded as an impairment loss. We performed our annual impairment analysis in December 2011 and determined that no impairment of our goodwill existed.

Intangible Assets

We use assumptions in establishing the carrying value, fair value and estimated lives of our intangible assets. The criteria used for these assumptions include management’s estimate of the asset’s continuing ability to generate positive income from operations and positive cash flow in future periods compared to the carrying value of the asset, as well as the strategic significance of any identifiable intangible asset in our business objectives. If assets are considered impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets. Useful lives and related amortization expense are based on an estimate of the period that the assets will generate revenues or otherwise be used by us. Factors that would influence the likelihood of a material change in our reported results include significant changes in the asset’s ability to generate positive cash flow, a significant decline in the economic and competitive environment on which the asset depends and significant changes in our strategic business objectives.

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Intangible assets consist of customer relationships and contracts, purchased technology and other intangibles, and are stated at cost less accumulated amortization. Intangible assets with a finite life are amortized using the straight-line method over their estimated useful lives, which range from one to ten years.

Impairment of Long-Lived and Intangible Assets

In accordance with guidance from the FASB, we periodically review long-lived assets and intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable or that the useful lives of those assets are no longer appropriate. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. No impairment of our long-lived assets was recorded as no change in circumstances indicated that the carrying value of the assets was not recoverable during 2012.

Fair Value of Financial Instruments

We follow ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) for fair value measurements. ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value, which focuses on an exit price, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date.

The hierarchy established under ASC 820 gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

Level 1 – Pricing inputs are quoted prices available in active markets for identical investments as of the reporting date. As required by ASC 820, the Company does not adjust the quoted price for these investments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.

Level 2 – Pricing inputs are quoted prices for similar investments, or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data. Level 2 includes investments valued at quoted prices adjusted for legal or contractual restrictions specific to these investments.

Level 3 – Pricing inputs are unobservable for the investment, that is, inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability. Level 3 includes investments that are supported by little or no market activity.

Income Taxes

In accordance with guidance from the FASB, deferred tax assets and liabilities are determined at the end of each period based on the future tax consequences that can be attributed to net operating loss carryforwards, as well as differences between the financial statement carrying amounts of the existing assets and liabilities and their respective tax basis. Deferred income tax expense or credits are based on changes in the asset or liability from period to period. Valuation allowances are provided if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The realization of deferred tax assets is dependent upon the generation of future taxable income. In determining the valuation allowance, we consider past performance, expected future taxable income, and qualitative factors which we consider to be appropriate in estimating future taxable income. Our forecast of expected future taxable income is for future periods that can be reasonably estimated. Results that differ materially from current expectations may cause us to change our judgment on future taxable income and adjust our existing tax valuation allowance.

Our estimates in relation to income taxes affect income tax benefit and deferred tax assets as reflected on our statements of operations and balance sheets, respectively. The deferred tax assets are reduced by a valuation allowance if it is more likely than not that the tax benefits will not be realized in the near term. As of September 30, 2012, we had net deferred tax assets of approximately $8.0 million against which a full valuation allowance has been established. To the extent we determine that it is more likely than not that we will recover all of our deferred tax assets, it could result in an approximate $8.0 million non-cash tax benefit.

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Share-Based Compensation

We recognize the compensation cost from share-based awards on a straight-line basis over the requisite service period of the award. For the nine months ended September 30, 2012, share based awards consisted of grants of stock options and restricted stock, and for the nine months ended September 30, 2011, share-based awards consisted of grants of stock options and stock warrants. The vesting period of share-based awards is determined by the board of directors, and is generally four years for employees.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

Market Risk

Market risk is the potential loss arising from adverse changes in market rates and prices, such as foreign currency rates, interest rates, and other relevant market rates or price changes. In the ordinary course of business, we are exposed to market risk resulting from changes in foreign currency exchange rates, and we regularly evaluate our exposure to such changes. Our overall risk management strategy seeks to balance the magnitude of the exposure and the costs and availability of appropriate financial instruments.

Impact of Inflation and Changing Prices

Historically, our business has not been materially impacted by inflation. We provide our service at the inception of the service contract between the energy supplier and energy consumer. Our fee is set as a fixed dollar amount per unit of measure and fluctuates with changes in energy demand over the contract period.

Foreign Currency Fluctuation

Our commission revenue is primarily denominated in U.S. dollars. Therefore, we are not directly affected by foreign exchange fluctuations on our current orders. However, fluctuations in foreign exchange rates do have an effect on energy consumers’ access to U.S. dollars and on pricing competition. We have entered into non-U.S. dollar contracts but they have not had a material impact on our operations. We do not believe that foreign exchange fluctuations will materially affect our results of operations.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures. In designing and evaluating the Company’s disclosure controls and procedures, the Company and its management recognize that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, the Company’s management was required to apply its reasonable judgment.

In March 2013, we re-evaluated our controls under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2012. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2012.

Internal Control Over Financial Reporting

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Based on the March 2013 re-evaluation, our management concluded that, as of September 30, 2012, our internal control over financial reporting was not effective based on the COSO criteria and that we had a material weakness. A “material weakness” is defined as a significant deficiency, or a combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

The following is a description of the material weakness in our internal control over financial reporting: As disclosed in this Amendment No. 1 to our Annual Report on Form 10-K/A for the year ended December 31, 2011, on March 29, 2013, our Board of Directors, based on the recommendation of the Audit Committee and in consultation with management, made the determination to restate our previously issued audited financial statements for the year ended December 31, 2011 included in our Annual Report on Form 10-K, and our unaudited financial statements for the quarterly periods ended March 31, 2012, June 30, 2012, and September 30, 2012 included in our Quarterly Reports on Forms 10-Q and the unaudited pro forma disclosures included in our Current Report on Form 8-K/A filed on December 17, 2012. In connection with the preparation of our annual report on Form 10-K for the year ended December 31, 2012, we identified a material weakness in the design and operating effectiveness of our internal control over financial reporting related to the recording of revenue recognition for certain commission payments related to our mid-market product line. Specifically, we did not select and apply the appropriate accounting policies for GSE, which we acquired on October 31, 2011. Consequently, effective controls did not exist to ensure that revenue from this product line was appropriately and accurately recorded.

Plan for Remediation of Material Weakness

As soon as we learned of the material weakness, we began been taking steps intended to remediate this material weakness and to improve our control processes and procedures with respect to revenue recognition in general as part of our efforts to become compliant with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. These activities include:

• implementing a revised accounting policy for our mid-market product-line;

• establishing new policies, procedures and controls to ensure the new policy is administered correctly;

• evaluating the proper organizational structure, including hiring a sufficient complement of personnel with the requisite knowledge and expertise of revenue recognition accounting standards under U.S. GAAP; and

• to the extent necessary, hiring consultants with accounting expertise with specific expertise with revenue recognition.

In particular, our remediation plan is being designed to ensure that the recording of revenue recognition for certain commission payments is appropriate.

a) Attestation Report of the Independent Registered Public Accounting Firm

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm, pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

b) Changes in Internal Control Over Financial Reporting

There was no change in the Company’s internal control over financial reporting that occurred during the three months ended September 30, 2012 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II

OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

No material changes.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In connection with the vesting of restricted stock granted to employees, we withheld shares with value equivalent to employees’ minimum statutory obligations for the applicable income and other employment taxes. A summary of the shares withheld to satisfy employee tax withholding obligations for the three months ended September 30, 2012 is as follows:

Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased As Part of Publicly Announced Plans Or Programs		Maximum Number of Shares That May Yet Be Purchased Under The Plan
7/01/12 - 7/31/12		—	$	—		—		—
8/01/12 - 8/31/12		11	$	3.79		—		—
9/01/12 - 9/30/12		80	$	3.93		—		—
Total		91	$	3.91		—		—

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

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Item 6. Exhibits

31.1	Certification of the Chief Executive Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Chief Financial Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002.
101*	The following materials from World Energy Solutions, Inc.’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2012, formatted in Extensible Business Reporting Language: (i) the condensed consolidated balance sheets; (ii) the condensed consolidated statements of income; (iii) the condensed consolidated statements of cash flows; and (iv) notes to the condensed consolidated financial statements.

* Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and otherwise not subject to liability under those sections.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	World Energy Solutions, Inc.
Dated: April 16, 2013	By:	/s/ Philip Adams
		Philip Adams
		Chief Executive Officer
Dated: April 16, 2013	By:	/s/ James Parslow
		James Parslow
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit	Description
31.1	Certification of the Chief Executive Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002
101*	The following materials from World Energy Solutions, Inc.’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2012, formatted in Extensible Business Reporting Language: (i) the condensed consolidated balance sheets; (ii) the condensed consolidated statements of income; (iii) the condensed consolidated statements of cash flows; and (iv) notes to the condensed consolidated financial statements.

* Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and otherwise not subject to liability under those sections.