PowerSecure International 8K Powersecure to Present at the 26TH Annual Roth Conference | SEC 11 Mar 14

Annual ROTH Conference

March 11, 2014

Sidney Hinton, Chief Executive Officer

Exhibit 99.2

Forward Looking Statements

Safe Harbor

All forward-looking statements made in this presentation are made

under the safe harbor provisions of the Private Securities Litigation

Reform Act of 1995. Forward-looking statements, which are all

statements

other

than

statements

historical

facts

and

include

beliefs,

opinions, estimates, and projections about future business

developments and opportunities and financial guidance, are not

guarantees of future performance or events but are subject to risks,

uncertainties and other factors that could cause actual results to differ

materially

from

those

expressed,

projected

implied, including

risks

and uncertainties set forth in the Company's SEC filings, including but

not limited to the Company’s most recent Form 10-K and subsequent

filings on Form 8-K and 10-Q. Any forward-looking statements in this

presentation speak only as of the date hereof, and the Company

assumes no duty or obligation to update or revise any forward-looking

statements.

2 |

PowerSecure: Who We Are Today

3 |

NYSE:

POWR

Backlog:

$248M

(36% YoY Growth)

>750

Employees

Growing

Operating

Margins,

E.P.S.,

Adjusted EBITDA

Strong

Balance Sheet

TTM Revenues:

$270M

(67% YoY Growth)

Headquarters:

Wake Forest, NC

PowerSecure: Utility Focused

Energy Efficiency

Products/Services

Utility

Infrastructure

Solutions

Distributed

Generation

Systems

4 |

Utilities

and Their

Large

Customers

5 |

See non-GAAP discussion and reconciliation

FY13

FY12

Revenue

Distributed Generation

111.5

76.4

46%

Utility Infrastructure

111.7

60.7

84%

Energy Efficiency

47.0

25.0

89%

Total Revenue

270.2

162.0

67%

GAAP Gross Profit

71.6

51.1

40%

GAAP Gross Profit % Revenue

26.5%

31.5%

-5.0 pp

non-GAAP Gross Profit

75.3

51.1

47%

non-GAAP Gross Profit % Revenue

27.8%

31.5%

-3.7 pp

GAAP Operating Income

8.6

1.9

362%

GAAP Operating Profit % Revenue

3.2%

1.2%

2.0 pp

non-GAAP Operating Income

14.5

4.7

211%

non-GAAP Operating Profit % Revenue

5.4%

2.9%

2.5 pp

GAAP E.P.S.

$0.22

$0.16

38%

Non-GAAP E.P.S.

$0.38

$0.22

73%

Adjusted EBITDA

22.1

11.2

97%

FY 2013 Results

(in millions)

Y-O-Y Variance

4Q 2013 Results

(in millions)

4Q13

4Q12

Revenue

Distributed Generation

26.4

22.6

16%

Utility Infrastructure

37.5

20.7

82%

Energy Efficiency

9.7

3.4

182%

Total Revenue

73.6

46.8

57%

GAAP Gross Profit

16.5

15.5

GAAP Gross Profit % Revenue

22.4%

33.0%

-10.6 pp

non-GAAP Gross Profit

20.2

15.5

31%

non-GAAP Gross Profit % Revenue

27.4%

33.0%

-5.6 pp

GAAP Operating Income

-1.8

2.0

N/M

GAAP Operating Profit % Revenue

-2.5 %

4.3%

-6.8 pp

non-GAAP Operating Income

3.5

3.1

12%

non-GAAP Operating Profit % Revenue

4.8%

6.7%

-1.9 pp

GAAP E.P.S.

-$0.09

$0.08

$0.17

Non-GAAP E.P.S.

$0.13

$0.00

Y-O-Y Variance

6 |

See non-GAAP discussion and reconciliation

•

2013 GAAP EPS of $0.22 (+37.5% y-o-y)

•

2013 non-GAAP EPS of $0.38 (+72.7% y-o-y)

•

2013 operating margins increase

+ 2.0 pp on a GAAP basis

+ 2.5 pp on a non-GAAP basis

•

2013 Adjusted EBITDA increases 97% to $22.1M

•

Decreasing OpEx as percentage of revenue

•

Increasing scale across all business lines

Meaningful Bottom Line Leverage

See non-GAAP discussion and reconciliation

7 |

2011 Progression

Revenue

E.P.S. --

Non-GAAP

E.P.S. --

GAAP

$0.25 $0.90 $0.05 $0.06

See non-GAAP discussion and reconciliation

$24

$30

$37

$40

$10

$20

$30

$40

$50

$60

$70

$80

$90

1Q11

2Q11

3Q11

4Q11

($0.09)

($0.03)

$0.05

($0.10)

($0.05)

$0.00

$0.05

$0.10

$0.15

1Q11

2Q11

3Q11

4Q11

8 |

Revenue

2012 Progression

E.P.S. --

Non-GAAP

E.P.S. --

GAAP

($0.03) $0.09 $0.03 $0.08

See non-GAAP discussion and reconciliation

$33

$38

$44

$47

$10

$20

$30

$40

$50

$60

$70

$80

$90

1Q12

2Q12

3Q12

4Q12

($0.03)

$0.04

$0.08

$0.13

($0.10)

($0.05)

$0.00

$0.05

$0.10

$0.15

1Q12

2Q12

3Q12

4Q12

9 |

Revenue

2013 Progression

E.P.S. --

Non-GAAP

E.P.S. --

GAAP

See non-GAAP discussion and reconciliation

$0.04 $0.11 $0.17 ($0.09)

10 |

$45

$70

$82

$74

$10

$20

$30

$40

$50

$60

$70

$80

$90

1Q13

2Q13

3Q13

4Q13

$0.04

$0.12

$0.17

$0.13

$0.00

$0.05

$0.10

$0.15

$0.20

1Q13

2Q13

3Q13

4Q13

•

At end of Q4 2013:

$50.9 M in Cash

$27 M term debt at 3.73%

Untapped $20 M revolver

•

Potential uses of capital:

Additional investment in company-owned DG projects

Potential acquisitions

Working capital

Equipment to support growth in UI

Robust Balance Sheet

11 |

•

Provides cyber security and NERC-CIP

compliance consulting services to

utility industry

•

Opportunity for PowerSecure to expand

UI service offerings to world-class Encari

customer base

•

PowerSecure can bring Encari’s

expertise to existing UI customers

•

Accretive to UI gross margin

Recent Acquisitions Add Value

Purchased

Encari

for $4.8M

October 2013

12 |

Recent Acquisitions Add Value

•

Successful 20-yr old business serving

major ESCOs with lighting, mechanical,

water and building envelope solutions

to deliver energy efficiency savings

•

Significantly expands our Energy

Efficiency offerings

•

Opens new customer channels for

LED lighting and peak shaving

•

Delivered $2.3M in profit in 2013

Purchased

ESCO services

business

for $5.5M

February 2013

13 |

Recent Acquisitions Add Value

•

Solais has significant sourcing and

manufacturing expertise

•

Adds substantial efficiencies to

manufacturing of PowerSecure’s

existing LED solutions

•

Outstanding proprietary portfolio of LED

lamps and fixtures for commercial and

Industrial applications

•

Superior light output, thermal

management, optics, light quality and

aesthetics

Purchased

Solais lighting

business

for $15 M

April 2013

14 |

2014 Expectation: >$300M in Revenues

15 |

Utility

Infrastructure

Distributed

Generation

Energy

Efficiency

DG: Hospital & Data Center Growth Drivers

16 |

•

Hospital revenues +144% in 2013

•

Data center revenues +86% in

2013

•

Average DG project size up 28%

from 2012 to 2013

•

Focused hospital and data center

sales teams

•

Proprietary PowerBlock solution

drivers higher ROI for customers

•

70% bi-fuel capability delivers

environmental & economic benefits

•

18-24 month sales cycle

PowerSecure Distributed Generation:

Differentiated Solution=Superior Reliability & ROI

•

24/7 monitoring: standby and peak shaving

•

Proprietary internet-based monitoring, dispatch and control

•

“No Pain”

demand response

•

98.2% reliability

•

Utility tariff and interconnect experts

•

Solar DG capability

Electric

Utility

Customer

Facility

Interactive

Distributed

Generation

System

17 |

18 |

•

T&D maintenance and construction

•

Substation products and services

•

Advanced metering and lighting

installation

•

Storm repair and restoration

•

Utility engineering and design

•

Regulatory consulting and rate design

Utility Infrastructure:

Direct Service to our Utility Customers

•

Department store/high-end retail lighting

Solais product line adds new customers

•

Utility lighting

Energy Efficiency: LED Solutions

19 |

Utilities and municipalities

Energy and maintenance savings drive payback

Opportunity: millions of lights across U.S.

•

Grocery, drug, and convenience stores

Best-in-class lights for freezer/refrigerated cases

•

Commercial & industrial lighting

New targeted/niche product recently launched

PowerSecure: Utility Focused

Energy Efficiency

Products/Services

Utility

Infrastructure

Solutions

Distributed

Generation

Systems

20 |

Utilities

and Their

Large

Customers

Thank you

Our references to our fourth quarter and full year 2013, and fourth quarter and full year 2012 “non-

GAAP

pro

forma”

financial

measures

cost

sales,

gross

margins,

gross

margins

percentage

revenue,

operating

expenses,

operating

expenses

percentage

revenue,

operating income, operating income as a percentage of revenue, net income from continuing

operations, net income, net income attributable to PowerSecure International, Inc., diluted E.P.S.

from continuing operations, and diluted E.P.S. discussed and shown in this report constitute non-

GAAP financial measures. For the fourth quarter of 2013, our non-GAAP financial measures refer

to our GAAP results, excluding a $4.9 million charge primarily related to the restructuring of the

Company’s Energy Efficiency LED lighting operations to position its product lines for enhanced

future growth and profitability. The restructuring was implemented to realize the manufacturing and

sourcing synergies contemplated by the Company in its 2013 acquisition of Solais Lighting. The

actions taken included eliminating certain duplicative facilities, resourcing from new lower cost

suppliers, reducing the number of product offerings, and reducing personnel and overhead. $3.7

million of this charge relates to inventory and was recorded in cost of sales, and $1.2 million relates

severance,

facilities

and

equipment

expenses

which

was

recorded

“restructuring

charge”

operating expense. The Company expects to record an additional charge related to these actions in

the first quarter of 2014 in an amount of $0.3-1.0 million. Fourth quarter 2013 non-GAAP financial

measures also exclude a one-time expense of $0.5 million to upgrade an annuity that underpins the

post-retirement compensation of its chief executive officer to fully guarantee future payments.

Non-GAAP Financial Measures

22 |

For the fourth quarter of 2012, our non-GAAP financial measures refer to our GAAP results,

excluding a $1.1 million pre-tax charge related to a restructuring and cost reduction plan that was

initiated during the third quarter of 2012, and extended into the fourth quarter of 2012, to position the

company to lower its operating expenses as a percentage of revenue in future periods. For the full

year 2013, our non-GAAP financial measures refer to our GAAP results, excluding a $4.9 million

charge primarily related to the restructuring of the Company’s Energy Efficiency LED lighting

operations to position its product lines for enhanced future growth and profitability. $3.7 million of

this charge relates to inventory and was recorded in cost of sales, and $1.2 million relates to

severance,

facilities,

and

equipment

expenses

which

was

recorded

“restructuring

charge”

operating expense. Our full year 2013 non-GAAP financial measures also exclude a one-time

expense

$0.5

million

upgrade

annuity

that

underpins

the

post-retirement

compensation

its chief executive officer to fully guarantee future payments, and acquisition expenses of $0.6 million

related to the Solais, ESCO, and PowerLine transactions.

For the full year 2012, our non-GAAP financial measures refer to our GAAP results, excluding: 1)

$2.7 million in charges related to restructuring and cost reduction actions taken in 2012, 2)

acquisition expenses of $0.1 million related to the PowerSecure Solar transaction, and 3) gain on

the

sale

the

company’s

WaterSecure

investment

$1.4

million.

believe

providing

non-GAAP

measures which show our pro forma results with these items adjusted is valuable and useful as it

allows our management and our board of directors to measure, monitor and evaluate our operating

performance

2012,

2013,

and

future

periods

with

the

same

consistent

financial

context

the

business was managed in those periods. Additionally, because these items were non-recurring, our

non-GAAP pro forma measures are more comparable to our prior period and future period results.

Non-GAAP Financial Measures

23 |

Non-GAAP Financial Measures

24 |

References to our fourth quarter and full year 2012 and 2013 Adjusted EBITDA, which we define as

our earnings before interest, taxes, depreciation and amortization, as discussed and shown in this

release, constitutes a non-GAAP “pro forma” financial measure.

We believe that Adjusted EBITDA, as a non-GAAP pro forma financial measure, provides

meaningful information to investors in terms of enhancing their understanding of our operating

performance and results, as it allows investors to more easily compare our financial performance

on a consistent basis compared to the prior year periods. This non-GAAP financial measure also

corresponds with the way we expect investment analysts to evaluate and compare our results. Any

non-GAAP pro forma financial measures should be considered only as supplements to, and not as

substitutes for or in isolation from, or superior to, our other measures of financial information

prepared in accordance with GAAP, such as net income attributable to PowerSecure International,

Inc.

We define and calculate Adjusted EBITDA as net income attributable to PowerSecure International,

Inc., minus: 1) the gain on the sale of our unconsolidated affiliate, 2) discontinued operations and 3)

interest income and other income, plus: 4) restructuring charges, 5) acquisition expenses, 6)

income tax expense (or minus an income tax benefit), 7) interest expense, 8) depreciation and

amortization and 9) stock compensation expense. We disclose Adjusted EBITDA because we

believe it is a useful metric by which to compare the performance of our business from period to

period. We understand that measures similar to Adjusted EBITDA are broadly used by analysts,

rating agencies, investors and financial institutions in assessing our performance. Accordingly, we

believe that the presentation of Adjusted EBITDA provides useful information to investors. The

table below provides a reconciliation of Adjusted EBITDA to net income attributable to PowerSecure

International, Inc., the most directly comparable GAAP financial measure.

25 |

26 |

27 |

Our references to our quarterly and full year 2012, and quarterly and full year 2011 “Non-GAAP Pro

forma”

financial measures of operating expenses, operating expenses as

a percentage of revenue,

operating income, operating income as a percentage of revenue, net income from continuing

operations, net income, net income attributable to PowerSecure International, Inc., diluted E.P.S.

from continuing operations, and diluted E.P.S. discussed and shown in this report constitute non-

GAAP financial measures. For our quarterly and full year 2012 results, they refer to our GAAP

results, adjusted to show them 1) excluding charges related to our restructuring and cost reduction

initiative,

gains

the

2011

sale

our

WaterSecure

operations,

and

results

our

discontinued PowerPackages business exited in 2011. For our fourth quarterly and full year 2011

results, they refer to our GAAP results, adjusted to show them 1) excluding gains and income

related to our WaterSecure operations, 2) the results of our discontinued PowerPackages business,

and 3) gains and income related to our discontinued Southern Flow business sold in 2011.

We believe providing non-GAAP measures which show our pro forma results with these items

adjusted is valuable and useful as it allows our management and our board of directors to measure,

monitor and evaluate our operating performance in 2011, 2012, and in future periods with the same

consistent financial context as the business was managed in those periods. Additionally, because

these items were non-recurring, our non-GAAP pro forma measures are more comparable to our

prior period and future period results.

Non-GAAP Financial Measures

28 |

Non-GAAP Financial Measures

We believe providing non-GAAP measures which show our pro forma results with these items

adjusted is valuable and useful as it allows our management and our board of directors to

measure,

monitor

and

evaluate

our

operating

performance

2011,

2012,

and

future

periods

with

the

same

consistent

financial

context

the

business

was

managed

those

periods.

Additionally, because these items were non-recurring, our non-GAAP pro forma measures are

more comparable to our prior period and future period results.

We believe these Non-GAAP Pro forma measures also provide meaningful information to investors

terms

enhancing

their

understanding

our

fourth

quarter

and

full

year

2012,

and

fourth

quarter

and

full

year

2011

operating

performance

and

results,

they

allow

investors

easily compare our financial performance on a consistent basis compared to the prior year periods.

These Non-GAAP Pro forma measures also correspond with the way we expect investment

analysts to evaluate and compare our results. Our Non-GAAP Pro forma measures should be

considered

only

supplements

to,

and

not

substitutes

for

isolation

from,

superior

to,

our other measures of financial information prepared in accordance with GAAP, such as GAAP

revenue, operating expenses, operating expenses as a percentage of revenue, operating income,

operating income as a percentage of revenue, net income from continuing operations, net income,

net income attributable to PowerSecure International, Inc., diluted E.P.S. from continuing

operations, diluted E.P.S. from discontinued operations, and diluted E.P.S.

The following table provides a reconciliation of these non-GAAP financial measures to the most

directly comparable GAAP financial measures.

29 |

Non-GAAP Financial Measures

31 |

PowerSecure International Inactive 8-KPowersecure to Present at the 26TH Annual Roth Conference