Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


(Date of earliest event reported): May 10, 2012




(Exact name of registrant as specified in its charter)







(State or other jurisdiction of
incorporation or organization


(Commission File #)


(IRS Employer Identification No.)


16810 Kenton Drive, Suite 240, Huntersville North Carolina 28078

(Address of principal executive offices)


(704) 892-4442

(Registrant’s telephone number, including area code)


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:


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


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


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


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





Item 7.01.                                          Regulation Fair Disclosure.


On May 10, 2012, Lime Energy Co. (the “Company’) participated on a conference call with investors during which management reiterated its previous guidance regarding anticipated revenue and adjusted EBITDA earnings for full year 2012.  Management stated that it expects the Company’s revenue for 2012 to be between $143 million and $152 million with adjusted EBITDA of between $4 million and $5 million.


Adjusted EBITDA is a non-GAAP financial measure management provides because it believes that it provides a meaningful comparison of operating results to prior period results.  For information on the calculation of adjusted EBITDA please refer to the Company’s earnings announcement, which is available on the Form 8-K filed on May 10, 2012.


Cautionary Statement


Statements in this communication that are “forward-looking statements,” including Lime Energy Co.’s 2012 guidance, are based on currently available information, operating plans and projections about future events and trends. Terminology such as “believe,” “expect,” “intend,” “estimate,” “project,” “anticipate,” “will” or similar statements or variations of such terms are intended to identify forward-looking statements, although not all forward-looking statements contain such terms. These forward-looking are subject to a number of risks, uncertainties and other factors that could cause Lime Energy’s actual results, performance, prospects or opportunities in the remainder of 2012 and beyond to differ materially from those expressed in, or implied by, these forward-looking statements. These risks are referenced in Lime Energy’s current Annual Report on form 10-K or as may be described from time to time in Lime Energy’s subsequent SEC filings; and such factors as incorporated by reference.


The information in this Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.  The information in this Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.




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











Dated: May 11, 2012


/s/ Jeffrey Mistarz



Jeffrey Mistarz



Executive Vice President



Chief Financial Officer & Treasurer