Common and Preferred Stock

12 Months Ended

Dec. 31, 2011

Common and Preferred Stock [Abstract]

COMMON AND PREFERRED STOCK

NOTE 7 — COMMON AND PREFERRED STOCK

Preferred Stock

The Company’s Amended and Restated Certificate of Incorporation, as amended, authorizes 5,000,000 shares of $0.0001 par value undesignated preferred stock for issuance by the Company’s board of directors. No preferred shares have been issued as of December 31, 2011 and 2010.

Common Stock

On October 31, 2011, the Company issued 1.0 million shares of common stock of the Company (equal to approximately $3.2 million) pursuant to an Asset Purchase Agreement between the Company, GSE, Glenwood Energy Partners, Ltd. and Gulf States Energy, Inc.

On October 13, 2011, the Company issued 83,209 shares of common stock of the Company (equal to approximately $250,000) to the Members of NES pursuant to an Asset Purchase Agreement between the Company, NES and the Members of NES.

In April 2010, the Company filed an S-3 registration statement with the Securities and Exchange Commission, or SEC, using a “shelf” registration, or continuous offering, process. Under this shelf registration process, the Company may, from time to time, issue and sell any combination of preferred stock, common stock or warrants, either separately or in units, in one or more offerings with a maximum aggregate offering price of $20,000,000, including the U.S. dollar equivalent if the public offering of any such securities is denominated in one or more foreign currencies, foreign currency units or composite currencies. On April 11, 2011 the Company issued approximately 1.5 million shares of common stock utilizing this shelf registration to several accredited institutional investors at $3.60 yielding proceeds of approximately $5.3 million, net of $0.2 million of expenses. The Company has used these proceeds to fund acquisitions and anticipates using any new capital raised under this shelf registration for strategic initiatives, including investments and acquisitions in the energy management space.

At the Company’s 2010 Annual Meeting of Stockholders, shareholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 15,000,000 to 30,000,000.

On October 30, 2009, the Company entered into an agreement with Bond, a strategic partner of the Company, for the purchase of up to $2.5 million of the Company’s common stock. Pursuant to the agreement, a purchasing entity, an affiliate of Bond, acquired $1.0 million of World Energy’s common stock at $2.97 per share on November 6, 2009. The Company agreed to offer an additional $1.5 million in Company shares on the same terms to Bond or its designee, with the price to be determined at the time of investment, through January 15, 2010. In the first quarter of 2010, affiliates of Bond purchased an additional $400,000 of Company common stock at an average price of $2.63 per share, bringing the net amount raised under the financing agreement to $1.3 million. Proceeds from the transactions will be used for general corporate purposes, including supporting the Company’s growth initiatives.

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 3,269 and 6,142 for the years ended December 31, 2011 and 2010, 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 $12,000 and $18,000 for the years ended December 31, 2011 and 2010. 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

On March 1, 2011, the Company issued warrants to consultants for the purchase of 300,000 shares of the Company’s common stock at an average per share price of $3.00. The warrants vest ratably on a quarterly basis over a twelve month period and have a one year life.

The following table summarizes the Company’s warrant activity:

	Shares			Weighted Average Exercise Price
Warrants outstanding, December 31, 2008		132,958		$	8.00
Granted		—		$	—
Exercised		—		$	—
Canceled/expired		(128,698	)	$	8.27
Warrants outstanding, December 31, 2009		4,260		$	0.30
Granted		64,500		$	3.03
Exercised		(4,110	)	$	0.30
Canceled/expired		(150	)	$	0.30
Warrants outstanding, December 31, 2010		64,500		$	3.03
Granted		300,000		$	3.00
Exercised		—		$	—
Canceled/expired		—		$	—
Warrants outstanding, December 31, 2011		364,500		$	3.00

The weighted average remaining contractual life of warrants outstanding is 0.71 years as of December 31, 2011.