13.

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 condensed consolidated financial statements as of the date of the acquisition.

On October 3, 2012, the Company acquired substantially all of the assets and certain obligations of 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 acquisition-date fair value of the consideration transferred totaled approximately $12.1 million. As part of the total consideration, NEP can earn up to $3,180,000 in contingent consideration if certain performance criteria are met post-acquisition. This potential contingent consideration consists of $2.5 million in cash and 153,153 shares of common stock and is due on December 31, 2013. The fair value of the contingent consideration was based on the weighted probability of achievement of certain revenue and earnings before interest, taxes, depreciation and amortization (“EBITDA”) levels for the 12-months ending September 30, 2013. The Company valued this contingent payment at $2.2 million at acquisition, which has been recorded within current liabilities as accrued contingent consideration. In initially measuring the fair value of the contingent consideration, the Company assigned probabilities to these performance criteria, based among other things on the nature of the performance criteria and the Company’s due diligence performed at the time of the acquisition. Based on financial results through September 30, 2013, the Company reduced the accrued contingent consideration by $0.4 million to $1.8 million. The $0.4 million reduction in this liability has been recorded as a reduction in general and administrative expense for the nine months ended September 30, 2013.

The NEP acquisition operating results have been included within the Company’s Energy procurement services segment since the date of acquisition and, therefore, discrete operating results are not maintained for its operations. The following unaudited pro forma information assumes that the acquisitions of NEP had been completed as of the beginning of 2012:


	Three Months Ended September 30, 2012			Nine Months Ended September 30, 2012
Revenues	$	8,905,511		$	25,589,150
Net loss	$	(583,178	)	$	(2,744,736	)
Net loss per share:
Basic and diluted	$	(0.05	)	$	(0.23	)
Weighted average shares outstanding – basic and diluted		11,904,469			11,888,660

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 NEP, as the acquisition did not necessarily reflect the purchase of stand-alone or complete operations, and included several non-recurring revenue events.