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Form 8-K ENERNOC INC For: Sep 21

September 23, 2016 9:09 AM EDT


 
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): September 21, 2016
 
EnerNOC, Inc.
(Exact Name of Registrant as Specified in Charter)
  
 
 
 
 
 
Delaware
 
001-33471
 
87-0698303
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
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))
 








Item 2.05     Costs Associated With Exit or Disposal Activities.

On September 21, 2016, the Board of Directors of EnerNOC, Inc. (the “Company”) approved an approximate 15% reduction in the Company’s global workforce as part of a broader restructuring plan designed to materially reduce the Company’s operating expenses primarily related to the Company’s subscription-based energy intelligence software business. The Company expects the restructuring to be substantially completed by the end of the fourth quarter of fiscal 2016.

The Company expects to incur pre-tax cash charges of approximately $3 million to $4 million primarily related to employee severance, benefits, and other restructuring expenses. In addition, total charges may also include non-cash charges or credits related to stock-based compensation and/or asset impairments, which the Company is unable to reliably estimate at this time. The Company anticipates that substantially all of these charges will be recognized during the third and fourth quarters of fiscal 2016. The Company plans to provide further details in an amended Form 8-K at such time as it is able to estimate the non-cash charges it expects to incur, as well as provide more detail on the impact of the restructuring on operating results in conjunction with its third quarter 2016 earnings release.

Item 7.01.    Regulation FD Disclosure.

On September 23, 2016, the Company issued a press release announcing the planned reduction in force and detailing the Company’s restructuring activities, as well as reaffirming its previously announced financial guidance for the third quarter and fiscal 2016.  The full text of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 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 exhibits listed in the accompanying Exhibit Index are filed as part of this Current Report on Form 8-K.








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:
September 23, 2016
By:
 
/s/ William G. Sorenson
 
 
Name:
 
William G. Sorenson
 
 
Title:
 
Chief Financial Officer














EXHIBIT INDEX

Exhibit
No.
 
Description
 

99.1



Press release issued by EnerNOC, Inc. on September 23, 2016.





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Exhibit 99.1
EnerNOC Media Relations:
Sarah McAuley
617.532.8195
[email protected]
Investor Relations: Christopher Sands 617.692.2569 [email protected]

EnerNOC Announces Plan to Restructure its Energy Intelligence Software Business


BOSTON, MA, September 23, 2016 – EnerNOC, Inc. (Nasdaq: ENOC), a leading provider of energy intelligence software (EIS) and demand response solutions, announced today that it is restructuring its subscription-based EIS business to refine its focus to select industry segments and high potential customers. This move, from broad market creation to a more targeted EIS go-to-market strategy, will materially reduce EnerNOC’s operating expenses, including an immediate reduction of its global workforce by approximately 15 percent.
 
“Over the past several years, we have made important product-related acquisitions, developed industry-leading EIS technology, and shaped the emerging EIS market. As a result, we are experiencing traction within a few key industries and with dozens of progressive enterprises that are ahead of their peers on the energy management maturity curve,” said Tim Healy, EnerNOC’s Chairman and CEO.

“We remain confident that forces such as increasingly common mandates to report energy consumption, investor interest in sustainability, and pressure to reduce energy risk throughout the supply chain will drive a substantial long-term EIS market opportunity. That said, we are restructuring our subscription software business to focus on those customers who are ready to buy in the near-term, reducing some redundancies associated with our previous acquisition activity, and continuing to work to ensure that we have the best EIS solution in the industry. We will continue to invest in customer success, but by adjusting our investment to meet the current market demand, we'll ensure that we're in the strongest possible financial position as the market matures.”

EnerNOC also announced today that it is reaffirming its previously issued third quarter and full-year financial guidance.

EnerNOC plans to provide additional details on the restructuring in conjunction with its upcoming third quarter earnings call in early November.

About EnerNOC

EnerNOC is a leading provider of EIS and demand response solutions. With capabilities to better address budgets and procurement, utility bill management, facility analysis and optimization, sustainability and reporting, project tracking, and demand management, EnerNOC's SaaS platform helps enterprises control energy costs, mitigate risk, and streamline compliance and sustainability reporting. EnerNOC also offers access to more demand response programs worldwide than any other provider, providing enterprises a valuable payment stream to further enhance bottom line results and utilities and grid operators a reliable, cost-effective demand-side resource. For more information, visit www.enernoc.com.

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 demand response 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

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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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