Acquisitions

3 Months Ended

Mar. 31, 2012

Acquisitions [Abstract]

Acquisitions

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.

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 could earn up to $500,000 in contingent consideration if certain performance criteria were 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 March 31, 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 March 31, 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 could earn up to an additional $4.5 million in contingent consideration if certain performance criteria were met post-acquisition. These potential contingent payments were as follows:

Due Date	Amount
January 31, 2012 (“GSE 2011 Contingent Consideration”)	$	2,000,000
January 15, 2013 (“GSE 2012 Contingent Consideration”)		1,500,000
January 15, 2014 (“GSE 2013 Contingent Consideration”)		1,000,000
Total contingent consideration	$	4,500,000

The Company determined that the GSE 2011 Contingent Consideration was met and in January of 2012 paid the sellers of GSE $2,000,000. 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 March 31, 2012 the recognized amount of the GSE 2012 Contingent Consideration and 2013 Contingent Consideration and related interest was approximately $2.4 million, of which $1.5 million has been reflected within current liabilities and $0.9 million has been reflected within non-current liabilities in the Company’s condensed consolidated balance sheets, respectively.

The NES acquisition operating results have been included within the Company’s Energy efficiency services segment since the date of acquisition. The Co-eX 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 March  31, 2011
Revenues	$	8,176,183
Net income	$	789,745
Net income per share:
Basic	$	0.08
Dilutive	$	0.08
Weighted average shares outstanding — basic		10,282,414
Weighted average shares outstanding — diluted		10,307,953

The pro forma financial information is not necessarily indicative of the results to be expected in the future as a result of the acquisitions of the Co-eXprise, NES and GSE.