ENOC Enernoc, Inc. (MM)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): November 5, 2015

EnerNOC, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware		001-33471		87-0698303
(State or Other Jurisdiction		(Commission		(IRS Employer
of Incorporation)		File Number)		Identification No.)
One Marina Park Drive, Suite 400, Boston, Massachusetts				02210
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s telephone number, including area code: (617) 224-9900

N/A

(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):

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 2.02. Results of Operations and Financial Condition.

On November 5, 2015, EnerNOC, Inc. (the “Company”) announced its financial results for the quarter ended September 30, 2015. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K and in Exhibit 99.1, attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits

The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

 

Exhibit No.		Description
99.1		Press Release issued by the Company on November 5, 2015.

 

-1-

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				ENERNOC, INC.
Date: November 5, 2015				By:		/s/ Neil Moses
				Name:		Neil Moses
				Title:		Chief Operating Officer & Chief Financial Officer (Principal Financial and Accounting Officer)

 

-2-

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release issued by the Company on November 5, 2015.

 

-3-

Exhibit 99.1

 

 

EnerNOC Media Relations: Robin Deliso 617.692.2601 news@enernoc.com		Investor Relations: Christopher Sands 617.692.2569 ir@enernoc.com

EnerNOC Reports Results for Third Quarter of 2015

Boston, November 5, 2015 — EnerNOC, Inc. (Nasdaq: ENOC), a leading provider of energy intelligence software (EIS), today announced results for the third quarter ended September 30, 2015.

“Transformation continued to be the main theme during the third quarter,” said Tim Healy, Chairman and CEO of EnerNOC. “New customer successes, key account expansions, and growing market interest in our EIS solutions underscored the progress we are making with our strategy. The challenging grid operator markets that weighed on our financial results did not impact our EIS momentum and we remain at the forefront of this exciting new enterprise software category.”

Summary Financial Results

In Thousands, Except Per Share Amounts

 

		Q3 2015				Q3 2014				9M 2015				9M 2014
Revenue		$	217,324			$	329,422			$	340,375			$	425,985
Net Income (Loss)
GAAP		$	12,987			$	96,673			($	56,095	)		$	38,875
Non-GAAP1		$	21,417			$	100,322			($	27,127	)		$	56,271
Net Income (Loss) Per Basic Share
GAAP		$	0.46			$	3.48			($	1.98	)		$	1.38
Non-GAAP1		$	0.75			$	3.61			($	0.96	)		$	2.00
Net Income (Loss) Per Diluted Share
GAAP		$	0.44			$	3.11			($	1.98	)		$	1.33
Non-GAAP1		$	0.74			$	3.50			($	0.96	)		$	1.93
Cash Flow Provided by (Used in) Operations		$	3,771			$	22,949			($	18,226	)		$	28,320
Free Cash Flow1		($	992	)		$	17,324			($	32,959	)		$	16,910
Adjusted EBITDA1		$	31,707			$	125,153			($	1,510	)		$	90,441

 

1	Refer to “Statement of Use of Non-GAAP Measures” for non-GAAP definitions and refer to the financial schedules attached to this press release for a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

Recent Highlights

 

•

The Company signed a multi-year software contract with UK energy retailer SmartestEnergy. SmartestEnergy will leverage the Company’s software to launch new products for its business customers.

 

•

The Company formed a strategic partnership with EnTouch Controls expanding the reach of its EIS to businesses that have large numbers of small footprint outlets.

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•

The Company grew its South Korean grid operator portfolio to over 700 megawatts of demand response resources and signed an agreement with S1 Corporation, a group company of Samsung, who will act as a channel partner for its demand response products.

Company Issues Fourth Quarter Guidance and Updated Full Year Guidance

The Company today issued guidance for the fourth quarter of 2015 and updated its previously issued guidance for the full year. The Company’s guidance is based on current trends and management’s current expectations for the Company’s business, which may change at any time.

 

		Guidance for Quarter Ending  December 31, 2015
Total Revenue (in millions)		$50-$60
GAAP Net Loss Per Diluted Share		($1.43)-($1.29)
Non-GAAP Net Loss Per Diluted Share1		($1.13)-($0.97)
Adjusted EBITDA1 (in millions)		($23.5)-($18.5)

 

(1)	Refer to “Statement of Use of Non-GAAP Measures” for non-GAAP definitions and refer to the financial schedules attached to this press release for a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

		Guidance for Year Ending December 31, 2015
		Issued on August 6, 2015		Issued on November 5, 2015
Total Revenue (in millions)		$410-$430		$390-$400
Grid Operator Revenue		$270-$280		$255-$260
Utility Revenue		$70-$75		~$60
Enterprise Revenue		$70-$75		$75-$80
GAAP Net Loss Per Diluted Share		($3.12)-($3.02)		($3.43)-($3.29)
Non-GAAP Net Loss Per Diluted Share1		($1.72)-($1.61)		($2.10)-($1.94)
Adjusted EBITDA1 (in millions)		($14)-($10)		($25)-($20)

 

(1)	Refer to “Statement of Use of Non-GAAP Measures” for non-GAAP definitions and refer to the financial schedules attached to this press release for a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

Company to Host Live Conference Call and Webcast

The Company’s management team plans to host a live conference call and webcast at 9:00 a.m. eastern time today to discuss financial results and management’s outlook for the business. The conference call may be accessed in the United States by dialing (800) 230-1766 (domestic) or (612) 288-0337 (international) and using access code “ENOC”. The conference call will be simultaneously webcast on the Company’s investor relations website, which can be accessed at http://investor.enernoc.com. A replay of the conference call will be available approximately two hours after the call by dialing (800) 475-6701 or (320) 365-3844 and using access code 371495, or by accessing the webcast replay on the Company’s investor relations website.

About EnerNOC

EnerNOC is a leading provider of cloud-based energy intelligence software (EIS) and services to thousands of enterprise customers and utilities globally. EnerNOC’s EIS solutions for enterprise customers improve energy productivity by optimizing how they buy, how much they use, and when they use energy. EIS for enterprise includes budgeting and procurement, utility bill management, facility optimization, visibility and reporting, project tracking, demand management, and demand response. EnerNOC’s EIS solutions for utilities help maximize customer engagement and the value of demand-side resources, including demand response and energy efficiency. EnerNOC supports customer success with its world-class professional services team and a Network Operations Center (NOC) staffed 24x7x365. For more information, visit www.enernoc.com.

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EnerNOC, Inc. Safe Harbor Statement

Statements in this press release regarding management’s future expectations, beliefs, intentions, goals, strategies, plans or prospects, including, without limitation, statements relating to the Company’s future financial performance on both a GAAP and non-GAAP basis and the future growth and success of the Company’s energy intelligence software and related solutions, may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Forward-looking statements can be identified by terminology such as “anticipate,” “believe,” “could,” “could increase the likelihood,” “estimate,” “expect,” “intend,” “is planned,” “may,” “should,” “will,” “will enable,” “would be expected,” “look forward,” “may provide,” “would” or similar terms, variations of such terms or the negative of those terms. Such forward-looking statements involve known and unknown risks, uncertainties and other factors including those risks, uncertainties and factors referred to under the section “Risk Factors” in EnerNOC’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, as well as other documents that may be filed by EnerNOC from time to time with the Securities and Exchange Commission. As a result of such risks, uncertainties and factors, the Company’s actual results may differ materially from any future results, performance or achievements discussed in or implied by the forward-looking statements contained herein. EnerNOC is providing the information in this press release as of this date and assumes no obligations to update the information included in this press release or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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EnerNOC, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except share and per share data)

(unaudited)

 

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2015				2014				2015				2014
Revenues:
Grid operator		$	173,374			$	291,848			$	238,632			$	350,592
Utility			27,160				27,741				50,498				50,011
Enterprise			16,790				9,833				51,245				25,382
Total revenues			217,324				329,422				340,375				425,985
Cost of revenues			143,146				168,564				208,645				232,505
Gross profit			74,178				160,858				131,730				193,480
Operating expenses:
Selling and marketing			22,397				18,972				74,563				56,997
General and administrative			26,707				24,472				83,450				72,340
Research and development			6,626				5,260				21,812				15,432
Gain on sale of service line			—				(359	)			—				(3,737	)
Gain on sale of assets			—				—				(2,991	)			(2,171	)
Total operating expenses			55,730				48,345				176,834				138,861
Income (loss) from operations			18,448				112,513				(45,104	)			54,619
Other expense, net			(2,814	)			(2,224	)			(5,766	)			(1,276	)
Interest expense			(2,253	)			(1,523	)			(6,785	)			(2,576	)
Income (loss) before income tax			13,381				108,766				(57,655	)			50,767
(Provision for)/benefit from income tax			(417	)			(12,111	)			1,523				(11,950	)
Net income (loss)			12,964				96,655				(56,132	)			38,817
Net loss attributable to noncontrolling interest			(23	)			(18	)			(37	)			(58	)
Net income (loss) attributable to EnerNOC, Inc.		$	12,987			$	96,673			($	56,095	)		$	38,875
Net income (loss) per common share attributable to EnerNOC, Inc.
Basic		$	0.46			$	3.48			($	1.98	)		$	1.38
Diluted		$	0.44			$	3.11			($	1.98	)		$	1.33
Weighted average number of common shares used in computing net income (loss) per share attributable to EnerNOC, Inc.
Basic			28,507,939				27,795,154				28,282,647				28,075,291
Diluted			34,623,574				31,434,164				28,282,647				30,074,187

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EnerNOC, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except par value and share data)

(unaudited)

 

		September 30, 2015				December 31, 2014
ASSETS
Current assets:
Cash and cash equivalents		$	141,940			$	254,351
Trade accounts receivable, net			61,206				40,875
Unbilled revenue			111,835				97,512
Capitalized incremental direct customer contract costs			21,047				7,633
Prepaid expenses and other current assets			25,480				19,950
Total current assets		$	361,508			$	420,321
Property and equipment, net			51,750				50,458
Goodwill and intangible assets, net			207,518				146,050
Deposits and other assets			7,606				7,873
Total assets		$	628,382			$	624,702
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	2,242			$	9,250
Accrued capacity payments			130,479				92,332
Accrued payroll and related expenses			18,862				18,446
Accrued expenses and other current liabilities			25,970				28,724
Deferred revenue			36,138				13,738
Total current liabilities		$	213,691			$	162,490
Deferred tax liability			16,878				16,449
Deferred revenue, long-term			6,509				5,816
Other liabilities			9,341				8,919
Convertible senior notes, net			141,971				138,908
Total long-term liabilities			174,699				170,092
Stockholders’ equity:
Common stock, $0.001 par value; 50,000,000 shares authorized, 30,830,238 and 29,833,578 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively			31				30
Additional paid-in capital			374,583				365,855
Accumulated other comprehensive loss			(9,471	)			(4,752	)
Accumulated deficit			(125,355	)			(69,260	)
Total EnerNOC, Inc. stockholders’ equity			239,788				291,873
Non controlling interest			204				247
Total stockholders’ equity			239,992				292,120
Total liabilities and stockholders’ equity		$	628,382			$	624,702

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EnerNOC, Inc.

Condensed Consolidated Statements of Cash Flow Data

(in thousands)

(unaudited)

 

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2015				2014				2015				2014
Cash provided by (used in) operating activities		$	3,771			$	22,949			($	18,226	)		$	28,320
Cash used in investing activities			(3,675	)			(10,559	)			(88,881	)			(52,068	)
Cash (used in) provided by financing activities			(201	)			125,553				(2,331	)			121,105
Effects of exchange rate changes on cash and cash equivalents			(1,510	)			(631	)			(2,973	)			(331	)
Net change in cash and cash equivalents		($	1,615	)		$	137,312			($	112,411	)		$	97,026
Cash and cash equivalents at beginning of period			143,555				108,903				254,351				149,189
Cash and cash equivalents at end of period		$	141,940			$	246,215			$	141,940			$	246,215

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EnerNOC, Inc.

Statement on Use of Non-GAAP Financial Measures

To supplement the Company’s consolidated financial statements presented on a GAAP basis, the Company discloses certain non-GAAP measures that exclude certain amounts, including non-GAAP net (loss) income attributable to EnerNOC, Inc., non-GAAP net (loss) income per share attributable to EnerNOC, Inc., adjusted EBITDA and free cash flow. These non-GAAP measures are not in accordance with, or an alternative for, generally accepted accounting principles in the United States.

The GAAP measure most comparable to non-GAAP net (loss) income attributable to EnerNOC, Inc. is GAAP net (loss) income attributable to EnerNOC, Inc.; the GAAP measure most comparable to non-GAAP net (loss) income per share attributable to EnerNOC, Inc. is GAAP net (loss) income per share attributable to EnerNOC, Inc.; the GAAP measure most comparable to adjusted EBITDA is GAAP net (loss) income attributable to EnerNOC, Inc.; and the GAAP measure most comparable to free cash flow is cash flows provided by (used in) operating activities. Reconciliations of each of these non-GAAP financial measures to the corresponding GAAP measures are included below.

Management uses these non-GAAP measures when evaluating the Company’s operating performance and for internal planning and forecasting purposes. Management believes that such measures help indicate underlying trends in the business, are important in comparing current results with prior period results, and are useful to investors and financial analysts in assessing the Company’s operating performance. For example, management considers non-GAAP net (loss) income attributable to EnerNOC, Inc. to be an important indicator of the overall performance because it eliminates the effects of events that are either not part of the Company’s core operations or are non-cash compensation expenses. In addition, management considers adjusted EBITDA to be an important indicator of the Company’s operational strength and performance of the business and a good measure of the Company’s historical operating trend. Moreover, management considers free cash flow to be an indicator of the Company’s operating trend and performance of the business.

The following is an explanation of the non-GAAP measures that management utilizes, including the adjustments that management excluded as part of the non-GAAP measures:

 

•

Management defines non-GAAP net income (loss) attributable to EnerNOC, Inc. as net income (loss) attributable to EnerNOC, Inc. before accretion expense related to the debt-discount portion of interest expense associated with the convertible note issuance, stock-based compensation, direct and incremental expenses related to acquisitions or divestitures, direct and incremental expenses related to restructuring, and amortization expenses related to acquisition-related intangible assets, net of related tax effects.

 

•

Management defines adjusted EBITDA as net income (loss) attributable to EnerNOC, Inc., excluding depreciation, amortization, stock-based compensation, direct and incremental expenses related to acquisitions or divestitures, direct and incremental expenses related to restructuring, interest, income taxes and other expense, net.

 

•

Management defines free cash flow as net cash provided by (used in) operating activities, less capital expenditures, plus net cash provided by (used in) the sale of assets or disposals of components of an entity. Management defines capital expenditures as purchases of property and equipment, which includes capitalization of internal-use software development costs.

Non-GAAP net (loss) income attributable to EnerNOC, Inc., non-GAAP net (loss) income per share attributable to EnerNOC, Inc., adjusted EBITDA and free cash flow may have limitations as analytical tools. The non-GAAP financial information presented here should be considered in conjunction with, and not as a substitute for or superior to the financial information presented in accordance with GAAP and should not be considered measures of the Company’s liquidity. There are significant limitations associated with the use of non-GAAP financial measures. Further, these measures may differ from the non-GAAP information, even where similarly titled, used by other companies and therefore should not be used to compare the Company’s performance to that of other companies.

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EnerNOC, Inc.

Reconciliation Of Non-GAAP Measures To Nearest GAAP Measures

Reconciliation of Non-GAAP Net Income Attributable to EnerNOC, Inc. And Net Income Per Share Attributable to EnerNOC, Inc.

(in thousands, except share and per share data)

(Unaudited)

 

		Three Months Ended September 30,
		2015				2014
GAAP net income attributable to EnerNOC, Inc.		$	12,987			$	96,673
ADD: Stock-based compensation expense			3,656				4,135
ADD: Amortization expense of acquired intangible assets			3,662				2,391
ADD: Direct and incremental expenses related to acquisitions or divestitures (1)			69				197
ADD: Debt discount portion of interest expense related to convertible notes			1,043				474
ADD: Income tax effect on Non-GAAP adjustments			—				(3,548	)
Non-GAAP net income attributable to EnerNOC, Inc.		$	21,417			$	100,322
GAAP net income per basic share attributable to EnerNOC, Inc.		$	0.46			$	3.48
ADD: Stock-based compensation expense			0.13				0.15
ADD: Amortization expense of acquired intangible assets			0.13				0.09
ADD: Direct and incremental expenses related to acquisitions or divestitures (1)			—				0.01
ADD: Debt discount portion of interest expense related to convertible notes			0.03				0.01
ADD: Income tax effect on Non-GAAP adjustments			—				(0.13	)
Non-GAAP net income per basic share attributable to EnerNOC, Inc.		$	0.75			$	3.61
GAAP net income per diluted share attributable to EnerNOC, Inc.		$	0.44			$	3.11
Impact of including interest expense and excluding incremental shares from convertible notes (2)			0.01				0.27
ADD: Stock-based compensation expense			0.13				0.13
ADD: Amortization expense of acquired intangible assets			0.13				0.08
ADD: Direct and incremental expenses related to acquisitions or divestitures (1)			—				0.01
ADD: Debt discount portion of convertible debt			0.03				0.02
ADD: Income tax effect on Non-GAAP adjustments			—				(0.12	)
Non-GAAP net income per diluted share attributable to EnerNOC, Inc.		$	0.74			$	3.50

 

(1)	Represents costs primarily related to acquisitions for third party professional services (legal, accounting, valuation) and severance.

(2)

The calculation of non-GAAP net income per diluted share adjusted for the impact of the numerator and denominator is as follows: (a) The numerator includes interest expense related to convertible notes of $2,118 for the three months ended September 30, 2015 and $980 for the three and nine months ended September 30, 2014. (b) The denominator excludes incremental shares from the assumed conversion of the convertible notes: 5,774,928 for the three months ended September 30, 2015 and 2,761,922 and 930,758 for the three and nine months ended September 30, 2014.

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EnerNOC, Inc.

Reconciliation Of Non-GAAP Measures To Nearest GAAP Measures

Reconciliation of Non-GAAP Net (Loss) Income Attributable to EnerNOC, Inc. And Net (Loss) Income Per Share Attributable to EnerNOC, Inc.

(in thousands, except share and per share data)

(Unaudited)

 

		Nine Months Ended September 30,
		2015				2014
GAAP net (loss) income attributable to EnerNOC, Inc.		($	56,095	)		$	38,875
ADD: Stock-based compensation expense			11,386				12,161
ADD: Amortization expense of acquired intangible assets			11,607				6,753
ADD: Direct and incremental expenses related to acquisitions or divestitures (1)			1,672				1,556
ADD: Direct and incremental expenses related to restructuring (2)			1,240				—
ADD: Debt discount portion of interest expense related to convertible notes			3,063				474
ADD: Income tax effect on Non-GAAP adjustments			—				(3,548	)
Non-GAAP net (loss) income attributable to EnerNOC, Inc.		($	27,127	)		$	56,271
GAAP net (loss) income per basic share attributable to EnerNOC, Inc.		($	1.98	)		$	1.38
ADD: Stock-based compensation expense			0.40			$	0.43
ADD: Amortization expense of acquired intangible assets			0.41			$	0.24
ADD: Direct and incremental expenses related to acquisitions or divestitures (1)			0.06			$	0.06
ADD: Direct and incremental expenses related to restructuring (2)			0.04				—
ADD: Debt discount portion of interest expense related to convertible notes			0.11				0.02
ADD: Income tax effect on Non-GAAP adjustments			—				(0.13	)
Non-GAAP net (loss) income per basic share attributable to EnerNOC, Inc.		($	0.96	)		$	2.00
GAAP net (loss) income per diluted share attributable to EnerNOC, Inc.		($	1.98	)		$	1.33
ADD: Stock-based compensation expense			0.40			$	0.42
ADD: Amortization expense of acquired intangible assets			0.41			$	0.23
ADD: Direct and incremental expenses related to acquisitions or divestitures (1)			0.06			$	0.05
ADD: Direct and incremental expenses related to restructuring (2)			0.04				—
ADD: Debt discount portion of convertible debt			0.11				0.02
ADD: Income tax effect on Non-GAAP adjustments			—			($	0.12	)
Non-GAAP net (loss) income per diluted share attributable to EnerNOC, Inc.		($	0.96	)		$	1.93

(1) Represents costs primarily related to acquisitions for third party professional services (legal, accounting, valuation) and severance.

(2)	Represents costs associated with reorganizing the business for our continued enterprise and utility focus.

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EnerNOC, Inc.

Reconciliation of Adjusted EBITDA

(in thousands)

(unaudited)

 

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2015				2014				2015				2014
Net income (loss) attributable to EnerNOC, Inc.		$	12,987			$	96,673			($	56,095	)		$	38,875
Add back:
Depreciation and amortization			9,511				7,960				29,259				23,167
Stock-based compensation expense			3,656				4,135				11,386				12,161
Direct and incremental expenses related to acquisitions or divestitures (1)			69				197				1,672				1,556
Direct and incremental expenses related to restructuring (2)			—				—				1,240				—
Other expense, net (3)			2,814				2,224				5,766				1,276
Interest expense			2,253				1,523				6,785				2,576
Provision for (benefit from) income tax (4)			417				12,441				(1,523	)			10,830
Adjusted EBITDA		$	31,707			$	125,153			($	1,510	)		$	90,441

 

(1)	Includes third party professional service costs such as legal, accounting and valuation, and compensation, severance and related costs.

(2)	Represents costs associated with reorganizing the business for our continued enterprise and utility focus.

(3)	Other expense primarily relates to foreign currency losses.

(4)	Excludes discrete tax benefit of ($330) and discrete tax provision of $1,120 recorded during the three and nine months ended September 30, 2014 related to the sale of the Utility Solutions Consulting business component.

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Reconciliation of Free Cash Flow

(in thousands)

(unaudited)

 

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2015				2014				2015				2014
Net cash provided by (used in) operating activities		$	3,771			$	22,949			($	18,226	)		$	28,320
Add: Net cash provided by the sale of assets or disposals of components of an entity			—				—				2,991				6,446
Subtract: Purchases of property and equipment			(4,763	)			(5,625	)			(17,724	)			(17,856	)
Free cash flow		($	992	)		$	17,324			($	32,959	)		$	16,910

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Non-GAAP Financial Guidance

This press release also includes estimates of future adjusted EBITDA and non-GAAP net loss per diluted share attributable to EnerNOC, Inc. A reconciliation of these amounts to the nearest expected GAAP results, is presented below:

 

		Three Months Ended																Twelve Months Ended
		December 31, 2015																December 31, 2015
		Per Diluted Share																Per Diluted Share
In Millions, Except Per Share Amounts		Low				High				Low				High				Low				High				Low				High
Projected GAAP Net Income (Loss)		($	40.8	)		($	36.8	)		($	1.43	)		($	1.29	)		($	97.0	)		($	93.0	)		($	3.43	)		($	3.29	)
Adjustments:
Stock-based compensation		$	3.6			$	4.1			$	0.12			$	0.14			$	15.0			$	15.5			$	0.53			$	0.55
Amortization expense of acquired intangible assets		$	3.7			$	3.7			$	0.13			$	0.13			$	15.3			$	15.3			$	0.54			$	0.54
Direct and incremental expenses1		$	0.3			$	0.3			$	0.01			$	0.01			$	3.2			$	3.2			$	0.11			$	0.11
Accretion expense related to the debt-discount portion of interest associated with convertible note issuance		$	1.0			$	1.0			$	0.04			$	0.04			$	4.1			$	4.1			$	0.15			$	0.15
Projected Non-GAAP Net Income (Loss)		($	32.2	)		($	27.7	)		($	1.13	)		($	0.97	)		($	59.4	)		($	54.9	)		($	2.10	)		($	1.94	)
Adjustments:
Depreciation		$	5.8			$	6.3											$	23.5			$	24.0
Interest and other expense, net2		$	1.9			$	1.9											$	11.4			$	11.4
Provision for income taxes		$	1.0			$	1.0											($	0.5	)		($	0.5	)
Adjusted EBITDA		($	23.5	)		($	18.5	)										($	25.0	)		($	20.0	)
Weighted Average Number of Common Shares Outstanding-Diluted			28.5				28.5												28.3				28.3

 

1	“Direct and incremental expenses” includes third party professional service costs such as legal, accounting and valuation, and compensation, severance and other costs related to acquisitions, divestitures and restructuring activities

2	“Interest and other expense, net” is net of “accretion expense related to the debt-discount portion of interest associated with convertible note issuance”.