Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2013 |
Principles of Consolidation | ' |
Principles of Consolidation |
The Company’s accompanying consolidated financial statements include its wholly-owned subsidiary World Energy Securities Corp. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | ' |
Use of Estimates |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“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 accompanying 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; stock-based compensation; the valuation of intangible assets and goodwill; the valuation of contingent consideration; impairment of long-lived assets; warranty liability; and estimates of future taxable income as it relates to the realization of the Company’s 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. |
Revenue Recognition | ' |
Revenue Recognition |
Retail Electricity Transactions |
The Company earns a monthly commission on energy sales contracted through its online auction platform from each bidder or energy supplier based on the energy usage transacted between the bidder and lister or energy consumer. The Company’s 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 the Company’s contractual commission rate. The 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. 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. |
The Company records 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. The Company develops its estimates on a quarterly basis based on the following criteria: |
Payments received prior to the issuance of the consolidated 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, the Company estimates 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, the Company analyzes this estimated data based on overall industry trends including prevailing weather and usage data. Once the actual data is received, the Company adjusts 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, the Company currently estimates 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. |
The Company does not invoice its electricity energy suppliers for monthly commissions earned and, therefore, it classifies a substantial portion of its 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 the Company has 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 the Company’s contractual relationships with energy suppliers require them to supply actual usage data to the Company on a monthly basis and remit payment to the Company based on that usage. The second component represents energy usage for which the Company has not received actual data, but for which it has 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. |
Retail Natural Gas Transactions |
There are two primary fee components to the Company’s 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 the Company’s 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 the Company’s 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 the Company’s retail natural gas transactions are accounted for in accordance with this policy, a significant 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 |
The Company earns 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 the Company’s contractual commission rate. Revenue from commissions is recognized as earned 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 fee is reasonably assured, and customer acceptance criteria, if any, has been successfully demonstrated. The Company generally recognizes revenue on these transactions when it has received verification from the electricity supplier of the end-users power usage and electricity supplier’s subsequent collection of the fees billed to the end user. The verification is generally accompanied with payment of the agreed upon fee to the Company, at which time the revenue is recognized. Commissions paid in advance are recorded as customer advances and are recognized monthly as commission revenue based on the energy exchanged that month. To the extent the Company does not receive verification of actual energy usage or it cannot reliably estimate what actual energy usage was for a given period, revenue is deferred until usage and collection data is received from the energy supplier. To the extent that the Company does not receive actual usage data from the energy supplier, it will recognize revenue at the end of the contract flow date. In October 2012, the Company acquired Northeast Energy Partners, LP (“NEP”). NEP recognizes revenue monthly as energy flows from the energy supplier to the end user. The Company can reliably estimate actual energy usage based on historical usage data compiled by NEP. |
Demand Response Transactions |
Demand response transaction fees are recognized when the Company receives confirmation from the demand response provider (“DRP”) that the energy consumer has performed under the applicable Regional Transmission Organization (“RTO”) or Independent Service 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 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 PJM by the DRPs and the Company receives confirmation of the energy consumer’s performance in the fourth quarter. DRPs typically pay the Company ratably on a quarterly basis throughout the demand response fiscal (June to May) year. As a result, a portion of the revenue the Company recognizes is reflected as unbilled accounts receivable. |
Wholesale and Environmental Commodity 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 the Company’s 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 the Company’s wholesale revenue is accounted for as electricity or gas is delivered, similar to the retail electricity transaction methodology described above. |
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 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 |
The Company pays commissions to its channel partners at contractual rates based on monthly energy transactions between energy suppliers and energy consumers. The commission is accrued monthly and charged to sales and marketing expense as revenue is recognized. The Company pays commissions to its salespeople at contractual commission rates based upon cash collections from its customers. |
Revenue Estimation |
The Company’s estimates in relation to revenue recognition affect revenue and sales and marketing expense as reflected on its consolidated statements of operations, and trade accounts receivable and accrued commission accounts as reflected on its consolidated balance sheets. For any quarterly reporting period, the Company may not have actual usage data for certain energy suppliers and will need to estimate revenue. Revenue is initially recorded based on the energy consumers’ historical usage profile. At the end of each reporting period, the Company adjusts this historical profile to reflect actual usage for the period and estimate usage where actual usage is not available. For the year ended December 31, 2013, the Company estimated usage for approximately 9% of its revenue resulting in a negative 0.3%, or approximately $105,000, adjustment to decrease revenue. This decrease in revenue resulted in an approximate $16,000 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 $32,000 effect on the Company’s revenue for the year ended December 31, 2013. |
Energy Efficiency Services |
The Company’s Energy efficiency services segment is primarily project driven where the Company identifies efficiency measures that energy consumers can implement to reduce their energy usage. The Company presents retrofit opportunities to customers, get approval from them to proceed and submit the proposal to the local utility for pre-approval and determination of available incentives. Once the utility approves funding for the project, the Company installs the equipment, typically new heating, ventilation or air conditioning equipment, or replace lighting fixtures to more efficient models. The Company recognizes 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), the Company utilizes the completed-contract method. The Company also assesses multiple contracts entered into by the same customer in close proximity to determine if the contracts should be combined for revenue recognition purposes. Revenues are recognized based upon factors such as passage of title, installation, payments and customer acceptance. |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents |
The Company considers all highly liquid debt instruments purchased with an original maturity of 90 days or less to be cash equivalents. |
Concentration of Credit Risk and Off-Balance Sheet Risk | ' |
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 two institutions, which management believes are of high credit quality. As of December 31, 2013, all of the Company’s cash is held in interest bearing accounts. |
The Company provides credit in the form of invoiced and unbilled accounts receivable to customers in the normal course of business. Collateral is not required for trade accounts receivable, but ongoing credit evaluations of customers 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, customer 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. |
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The following represents revenue and trade accounts receivable from bidders exceeding 10% of the total in each category: |
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| | Revenue for the year ended December 31, | | | Trade accounts receivable as of December 31, | |
Bidder | | 2013 | | | 2012 | | | 2011 | | | 2013 | | | 2012 | |
A | | | 8% | | | | 9% | | | | 11% | | | | 10% | | | | 7% | |
B | | | 12% | | | | 11% | | | | 13% | | | | 12% | | | | 11% | |
C | | | 8% | | | | 7% | | | | 6% | | | | 10% | | | | 6% | |
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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 years ended December 31, 2013 and 2012, no energy consumer represented more than 10% individually of the Company’s aggregate revenue. |
Inventory | ' |
Inventory |
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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 material write-downs of inventory and therefore no allowance for excess or obsolete inventory was recorded at December 31, 2013 and 2012. Project materials represent direct costs incurred on projects-in-process as of each reporting period. |
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Inventory consists of the following: |
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| | December 31, | | | | | | | | | | | | | |
| | 2013 | | | 2012 | | | | | | | | | | | | | |
Prepaid expendables | | $ | 55,563 | | | $ | 32,419 | | | | | | | | | | | | | |
Project materials | | | 360,207 | | | | 122,207 | | | | | | | | | | | | | |
Total inventory | | $ | 415,770 | | | $ | 154,626 | | | | | | | | | | | | | |
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Property and Equipment | ' |
Property and Equipment |
Property and equipment is stated at cost. Depreciation is provided on a straight-line basis over the estimated useful lives of the related assets or the life of the related lease, whichever is shorter, which range from 3 to 10 years. |
Investment / Convertible Note Receivable | ' |
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 was recorded as other income in the accompanying consolidated statements of operations for the year ended December 31, 2012. |
Other Assets | ' |
Other Assets |
Certain acquired software and significant enhancements to the Company’s software are capitalized in accordance with Accounting Standards Codification (“ASC”) 350-40, “Internal-Use Software” (“ASC 350-40”). Internally developed software costs capitalized in 2013 amounted to $58,500. No internally developed software costs were capitalized in 2012 or 2011. The Company amortized internally developed and purchased software over the estimated useful life of the software (generally three years). During 2013, 2012 and 2011, approximately $2,000, $18,000 and $113,000 were amortized to cost of revenues, respectively. Accumulated amortization was approximately $1,223,000 and $1,221,000 at December 31, 2013 and 2012, respectively. Pre- and post- software implementation and configuration costs have historically been immaterial and charged to cost of revenue as incurred. In addition, $400,000 of certain long term prepaid partner payments are included in other assets at December 31, 2013, and $500,000 was included in the balance at December 31, 2012. |
Intangible Assets | ' |
Intangible Assets |
The Company uses assumptions in establishing the initial carrying value, fair value and estimated lives of its 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 the Company’s 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 the Company. Factors that would influence the likelihood of a material change in the Company’s 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 the Company’s strategic business objectives. |
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 | ' |
Impairment of Long-Lived and Intangible Assets |
In accordance with ASC 350, “Intangibles – Goodwill and Other” (“ASC 350”), the Company periodically reviews 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 the Company’s long-lived assets was recorded as no change in circumstances indicated that the carrying value of the assets was not recoverable during the years ended December 31, 2013 and 2012. |
Goodwill & Indefinite-Lived Intangible Assets | ' |
Goodwill & Indefinite-Lived Intangible Assets |
The Company uses assumptions in establishing the initial carrying value and fair value of its goodwill and indefinite-lived intangibles. Goodwill represents the excess of the purchase price over the fair value of identifiable net assets of acquired businesses. Indefinite-lived intangibles are intangible assets whose useful lives are indefinite in that their lives extend beyond the foreseeable horizon – that is there is no foreseeable limit on the period of time over which it is expected to contribute to the cash flows of the reporting entity. The Company accounts for these items in accordance with ASC 350, 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. |
The Company performs its annual impairment test at the end of the fourth fiscal quarter of each year, or earlier, if indicators of potential impairment exist. This impairment test is performed for each of its segments – Energy procurement and Energy efficiency services – which have been determined to be the Company’s reporting units. The impairment test for goodwill and indefinite-lived intangibles is a three-step process. Step 0 gives entities the option of first performing a qualitative assessment to test for impairment on a reporting-unit-by-reporting-unit basis. If after performing the qualitative assessment, an entity concludes that it is more-likely-than-not (“MLTN”, typically quantified as a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount, then the entity would perform a two-step impairment test. However, if, after applying the qualitative assessment, the entity concludes that it is not MLTN that the fair value is less than the carrying amount, the two step impairment test is not required. 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 excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of the reporting unit’s goodwill to be recorded as an impairment loss. To determine the fair value of each of the reporting units as a whole, the Company uses a discounted cash flow analysis, which requires significant assumptions and estimates about the future operations of each reporting unit. Significant judgments inherent in this analysis include the determination of appropriate discount rates, the amount and timing of expected future cash flows and growth rates. The cash flows employed in the discounted cash flow analyses are based on financial forecasts developed by management. The discount rate assumptions are based on an assessment of the Company’s risk adjusted discount rate, applicable for each reporting unit. In assessing the reasonableness of the determined fair values of the reporting units, the Company evaluates its results against its current market capitalization. |
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As of December 31, 2013 and 2012, the Company performed a step one analysis on both the energy procurement and energy efficiency services reporting units and determined that their indicated fair values substantially exceeded their carrying values. The Company relied on a weighted average cost of capital of 15.75% and 16.15% for each reporting unit as of December 31, 2013 and 2012, respectively, which takes into consideration certain specific small company premiums. The Company utilized a long-term growth rate of approximately 8% and 3% for the energy procurement and 15% and 20% efficiency services reporting units as of December 31, 2013 and 2012, respectively, and assumed a combined tax rate of 40% for both units and in both years. |
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As of December 31, 2013, the Company performed a step one analysis on the Company’s indefinite-life intangibles related to its Energy efficiency services segment customer relationships. Indefinite-life was assigned to the Company’s prime contractor relationships with the customer base in the Norwich Public (“Norwich”) and United Illuminated (“UI”) utility regions (“Prime”) and the Company’s relationships with the customer base within the Connecticut, Light and Power, UI and Norwich regions as a subcontractor (“Subcontractor”) at the NES acquisition date. The fair value of both the Prime and Subcontractor relationships exceeded their carrying values. The Company relied on a weighted average cost of capital of 16.6% for the Prime relationship and 15.7% for the subcontractor relationship as of December 31, 2013, which takes into consideration certain specific small company premiums. The Company utilized a long-term growth rate of approximately 10% for both the Prime and Subcontractor relationships and assumed a combined tax rate of 40% for both. As of December 31, 2012, the Company performed a qualitative assessment of its indefinite-lived intangibles related to its Energy efficiency services segment customer relationships and determined that it was not likely that the fair value of a reporting unit was less than its carrying value. |
Deferred Revenue and Customer Advances | ' |
Deferred Revenue and Customer Advances |
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Deferred revenue and customer advances arise when energy suppliers pay the Company a commission prior to the Company meeting all the requirements necessary to recognize revenue. Deferred revenue and customer advances expected to be recognized as revenue by year are approximately as follows: |
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| | Amount | | | | | | | | | | | | | | | | | |
2014 | | $ | 3,546,000 | | | | | | | | | | | | | | | | | |
2015 | | | 2,235,000 | | | | | | | | | | | | | | | | | |
2016 | | | 1,143,000 | | | | | | | | | | | | | | | | | |
2017 | | | 310,000 | | | | | | | | | | | | | | | | | |
2018 and thereafter | | | 222,000 | | | | | | | | | | | | | | | | | |
Total deferred revenue and customer advances | | $ | 7,456,000 | | | | | | | | | | | | | | | | | |
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The following table provides a rollforward of deferred revenue and customer advances: |
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| | Amount | | | | | | | | | | | | | | | | | |
Balance at January 1, 2013 | | $ | 5,309,000 | | | | | | | | | | | | | | | | | |
Cash received | | | 4,362,000 | | | | | | | | | | | | | | | | | |
Revenue recognized | | | (2,215,000 | ) | | | | | | | | | | | | | | | | |
Balance at December 31, 2013 | | $ | 7,456,000 | | | | | | | | | | | | | | | | | |
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Warranty | ' |
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 has determined primarily from historical information and management’s judgment, that warranty costs are immaterial and no estimate for warranty cost is required at the time revenue is recognized. Should actual warranties differ from the Company’s estimates, an estimated warranty liability would be required. |
Income Taxes | ' |
Income Taxes |
In accordance with ASC 740, “Income Taxes” (“ASC 740”), 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 assessing the requirement of a valuation allowance, the Company considers past performance, expected future taxable income, and qualitative factors which the Company considers to be appropriate in estimating future taxable income. The Company’s forecast of expected future taxable income is for future periods that can be reasonably estimated. Results that differ materially from current expectations may cause the Company to change its judgment on future taxable income and the necessity of a tax valuation allowance. |
The Company has reviewed the tax positions taken, or to be taken, in its tax returns for all tax years currently open to examination by the taxing authority in accordance with ASC 740’s recognition and measurement standards. At December 31, 2013, there are no expected material, aggregate tax effects of differences between tax return positions and the benefits recognized in the Company’s consolidated financial statements. The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes. |
Stock-based Compensation | ' |
Stock-based Compensation |
The Company recognizes the compensation from stock-based awards on a straight-line basis over the requisite service period of the award. Stock-based awards to employees consisted of grants of stock options for the years ended December 31, 2013, 2012 and 2011 and grants of restricted stock for the years ended December 31, 2013 and 2012, respectively. The restrictions on the restricted stock lapse over the vesting period. The vesting period of stock-based awards is determined by the board of directors, and is generally four years for employees. |
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The Company accounts for transactions in which services are received from non-employees in exchange for equity instruments based on the fair value of such services received or of the equity instruments issued, whichever is more reliably measured. There were no equity instruments granted to non-employees for the year ended December 31, 2013. For the years ended December 31, 2012 and 2011 stock-based awards to non-employees consisted of grants of stock warrants. The vesting period of stock warrants granted ranged from one to seven years. |
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Leases | ' |
Leases |
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Rent under non-cancelable operating leases that include scheduled rent increases are accounted for on a straight-line basis over the lease term. Allowances and other lease incentives provided by the lessor are amortized on a straight-line basis as a reduction of rent expense. The difference between straight-line expense and rent paid is recorded as a deferred rent liability in the consolidated balance sheet. |
Advertising Expense | ' |
Advertising Expense |
Advertising expense primarily includes promotional expenditures and is expensed as incurred. Advertising expenses incurred were approximately $229,000, $205,000 and $144,000 for the years ended December 31, 2013, 2012 and 2011, respectively. |
Comprehensive Income (Loss) | ' |
Comprehensive Income (Loss) |
ASC 220, “Comprehensive Income” (“ASC 220”), establishes standards for reporting and displaying comprehensive (loss) income and its components in financial statements. Comprehensive (loss) income is defined as the change in stockholders’ equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. The comprehensive (loss) income for all periods presented consisted only of the reported net (loss) income. |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments |
The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, accrued expenses (including contingent consideration) and debt. The carrying amounts for these financial instruments reported in the consolidated balance sheets approximate their fair values. |
Fair Value Measurements | ' |
Fair Value Measurements |
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. |
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 820-10, 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. |
Segment Reporting | ' |
Segment Reporting |
ASC 280, “Segment Reporting” (“ASC 280”), establishes standards for reporting information about operating segments in financial statements. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is the president and chief executive officer. The Company’s chief operating decision maker reviews the results of operations based on two industry segments: Energy procurement and Energy efficiency services. |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements |
In July 2013, Accounting Standards Update (“ASU”) 2013-11, "Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists" (“ASU 2013-11”), was issued which defines the presentation requirements of an unrecognized tax benefit, or a portion of an unrecognized tax benefit, in the financial statements. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted and retrospective application is permitted but not required. The Company does not expect the application of this ASU to have an impact on its consolidated financial statements. |