UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 2, 2015
POWERSECURE INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
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Delaware |
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1-12014 |
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84-1169358 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S Employer
Identification No.) |
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1609 Heritage Commerce Court, Wake Forest, North Carolina |
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27587 |
(Address of principal executive offices) |
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(Zip code) |
Registrants telephone number, including area code: (919) 556-3056
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On December 2, 2015, PowerSecure International, Inc., a Delaware
corporation (the Company), announced that it acquired the energy services business of ESCO Energy Services Company, a Massachusetts corporation (ESCO), a private company based in Lenox, Massachusetts that provides lighting
retrofit solutions which deliver energy savings for large energy services companies and commercial and industrial, institutional, utility and municipal customers across North America. ESCO provides full turnkey energy efficiency services including
energy audits, engineering and design, materials procurement, project management, implementation and verification.
The Company paid
approximately $1.8 million in total consideration, including cash and promissory notes. In addition, the Company will make earn-out payments to ESCO through 2018 for contracted sales by the newly acquired business that exceed certain contracted
sales targets that would reflect meaningful growth.
The press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01 |
Financial Statements and Exhibits. |
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99.1 |
Press Release of PowerSecure International, Inc., issued December 2, 2015 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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POWERSECURE INTERNATIONAL, INC. |
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By: |
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/s/ Eric Dupont |
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Eric Dupont |
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Executive Vice President and Chief Financial Officer |
Dated: December 2, 2015
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Exhibit 99.1
POWERSECURE EXPANDS ENERGY EFFICIENCY CAPABILITIES WITH
ACQUISITION OF ESCO ENERGY SERVICES COMPANY
Wake Forest, N.C. December 2, 2015 PowerSecure International, Inc. (NYSE: POWR) today announced that it has acquired ESCO Energy
Services, Inc. (ESCO), a private company based in Lenox, Massachusetts that provides lighting retrofit solutions which deliver energy savings for large energy services companies and commercial and industrial, institutional, utility and municipal
customers across North America.
The company provides full turnkey energy efficiency services including energy audits, engineering and design, materials
procurement, project management, implementation and verification. Since its inception in 1992, ESCO has delivered more than 300 million square feet of lighting upgrades.
PowerSecure paid approximately $1.8 million in total consideration, including cash and promissory notes. ESCO could also receive earn-out payments through
2018 if it exceeds certain contracted sales targets that would reflect meaningful growth.
PowerSecure anticipates that the transaction will be accretive
to EPS, beginning in 2016.
The outstanding ESCO team and capabilities we have acquired significantly expand the business development capacity of our
energy efficiency services (EES) group. When combined with the proven operational foundation established by our EES team, we believe we are well positioned to capitalize on the growth we anticipate in the marketplace, said Sidney Hinton, chief
executive officer of PowerSecure.
ESCOs strength in New England, and their track record of success developing and delivering lighting
retrofit projects in energy efficiency applications, provide an excellent complement to our existing energy efficiency business, Hinton added.
ESCO
currently has $0.7 million in contracted backlog and is actively pursuing a large pipeline of potential opportunities.
About PowerSecure
PowerSecure International, Inc. is a leading provider of utility and energy technologies to electric utilities, and their industrial, institutional and
commercial customers. PowerSecure provides products and services in the areas of Interactive Distributed Generation® (IDG®), solar
energy, energy efficiency and utility infrastructure.
The company is a pioneer in developing
IDG® power systems with sophisticated smart grid capabilities, including the ability to 1) forecast electricity demand and electronically deploy the systems to deliver more efficient, and
environmentally friendly, power at peak power times, 2) provide utilities with dedicated electric power generation capacity to utilize for demand response purposes and 3) provide customers with the most dependable standby power in the
industry. Its proprietary distributed generation system designs utilize a range of technologies to deliver power, including renewables.
The companys energy efficiency products and services include energy efficient lighting solutions that
utilize LED technologies to improve lighting quality, and the design, installation and maintenance of energy conservation measures which we offer, primarily as a subcontractor, to large energy service company providers, called ESCOs, for the benefit
of commercial, industrial and institutional customers as end users and directly to retailers.
PowerSecure also provides electric utilities with
transmission and distribution infrastructure maintenance and construction services, and engineering and regulatory consulting services. Additional information is available at www.powersecure.com.
Forward-Looking Statements
This press release
contains forward-looking statements within the meaning of and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are all statements other than statements of historical
facts, including but not limited to statements concerning the future results and prospects of the acquired ESCO business, including its prospects, growth potential and strategic value; the outlook for the companys growth and profitability and
its future revenues, earnings, margins, cash resources and cash flow and other financial and operating information and data; the companys future business operations, strategies and prospects; and all other statements concerning the plans,
intentions, expectations, projections, hopes, beliefs, objectives, goals and strategies of management, including statements about other future financial and non-financial items, performance or events and about present and future products, services,
technologies and businesses; and statements of assumptions underlying the foregoing.
Forward-looking statements are not guarantees of future
performance or events and are subject to a number of known and unknown risks, uncertainties and other factors that are difficult to predict and could cause actual results to differ materially from those expressed, projected or implied by such
forward-looking statements. Important risks, uncertainties and other factors include, but are not limited to, the on-going uncertainty and inconsistency in the economy, financial markets and business markets and the effects thereof on the
companys markets and customers, the demand for its products and services, and the companys access to capital; the size, timing and terms of sales and orders, including the companys revenue backlog, and the risk of customers
delaying, deferring or canceling purchase orders or making smaller purchases than expected; the potential adverse financial and reputational consequences that can result from safety risks and hazards such as accidents inherent in the companys
operations; the companys ability to execute on its business orders, awards and projects efficiently and with operational excellence, in order to generate customer satisfaction, company profitability and future new business; the impact of the
companys acquisitions, including the acquisition of ESCO discussed in this press release; the companys ability to reduce and control its costs and expenses and enhance its operating income; the companys ability to grow its business
and revenues on a profitable basis and enhance its gross margin and operating margin; the companys product mix, especially with respect to the proportion of its growing solar energy business with the lowest gross margin of its business units;
the impact of the companys restructuring actions on its LED lighting operations; the timely and successful development, production and market acceptance of new and enhanced products, services and technologies of the company; the ability of the
company to obtain adequate supplies of key components and materials of sufficient reliability and quality for its products and technologies on a timely and cost-effective basis and the effects of related warranty claims and disputes; the ability of
the company to successfully expand its core distributed generation products and services, to successfully develop and achieve market acceptance of its new energy-related businesses, to successfully expand its recurring revenue projects, to manage
its growth and to address the effects of any future changes in utility tariff structures and environmental requirements on its business solutions; the effects of competition; changes in customer and industry demand and preferences; the ability of
the company to continue the growth and diversification of its customer base; the ability of the company to attract, retain, and motivate its executives and key personnel; changes in the energy industry in general and the electricity, oil, and
natural gas markets in particular, including price levels; the effects of competition; the ability of the company to secure and maintain key contracts and relationships; the effects of pending and future litigation, claims and disputes including the
securities class action; and other risks, uncertainties and other factors identified from time to time in its reports filed with or furnished to the Securities and Exchange Commission, including the companys most recent Annual Report on Form
10-K, as well as subsequently filed reports on Form 10-Q and Form 8-K, copies of which may be obtained by visiting the investor relations page of the companys website at www.powersecure.com or the SECs website at
www.sec.gov.
Accordingly, there is no assurance that the results expressed, projected or implied by any forward-looking
statements will be achieved, and readers are cautioned not to place undue reliance on any forward-looking statements. The forward-looking statements in this press release speak only as of the date hereof and are based on the current plans, goals,
objectives, strategies, intentions, expectations and assumptions of, and the information currently available to, management. The company assumes no duty or obligation to update or revise any forward-looking statements for any reason, whether as the
result of changes in expectations, new information, future events, conditions or circumstances or otherwise.
Contact:
John Bluth
PowerSecure International, Inc.
(919) 453-2103
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