– Company Posts Record Full Year Revenue of $472 Million, Up 23% Year-Over-Year –
– Company Posts Record Adjusted EBITDA of $76 Million –
– Enterprise EIS Momentum Accelerates with 117% Year-Over-Year Growth in Subscription Customers –
– Company Issues Guidance for 2015 –
BOSTON, Feb. 26, 2015 (GLOBE NEWSWIRE) -- EnerNOC, Inc. (Nasdaq:ENOC), a leading provider of energy intelligence software (EIS), today announced results for the fourth quarter and year ended December 31, 2014, and issued management's outlook for 2015.
Summary Financial Results | ||||||
In Thousands, Except Per Share Amounts | ||||||
Q4 2014 | Q4 2013 | % Change | 2014 | 2013 | % Change | |
Revenue | $45,963 | $35,984 | 27.7% | $471,948 | $383,460 | 23.1% |
Net (Loss) Income | ||||||
GAAP | ($26,781) | ($19,881) | 34.7% | $12,094 | $22,088 | -45.2% |
Non-GAAP1 | ($18,318) | ($14,076) | 30.1% | $36,397 | $44,985 | -19.1% |
Net (Loss) Income Per Diluted Share | ||||||
GAAP | ($0.98) | ($0.71) | 38.0% | $0.42 | $0.76 | -44.7% |
Non-GAAP1 | ($0.67) | ($0.51) | 31.4% | $1.26 | $1.55 | -18.7% |
Cash Flow From Operations | $30,727 | $46,005 | -33.2% | $60,439 | $79,464 | -23.9% |
Free Cash Flow1 | $26,022 | $42,267 | -38.4% | $42,932 | $42,801 | 0.3% |
Adjusted EBITDA1 | ($14,089) | ($10,913) | 29.1% | $76,370 | $71,428 | 6.9% |
1Refer 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. |
"We made significant progress in 2014 to transform EnerNOC into a Software-as-a-Service company. We closed the year with over 50 utility customers and approximately 1,300 enterprise customers subscribing to our software and related solutions. We start 2015 with approximately $115 million in annual recurring revenue, or ARR, from our utility and enterprise customers, and expect to achieve 40-50% cumulative revenue growth from these customers this year. With this kind of momentum, we anticipate that our utility and enterprise revenue will eclipse our grid operator revenue over the next few years," said Tim Healy, Chairman and CEO of EnerNOC. "We're excited about the road ahead and believe that now is the time to accelerate investments to capitalize on our early leadership position in the $20 billion EIS market opportunity."
Recent Highlights
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The Company announced the completion of its acquisition of World Energy Solutions, Inc., an energy management software and services firm that helps enterprises simplify the energy procurement process through a suite of Software-as-a-Service (SaaS) tools. World Energy, which has provided procurement solutions for 20 of the Fortune 100, has an extensive customer base in key strategic markets like Texas, Massachusetts, Pennsylvania, Ohio, New Jersey, and New York.
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The Company announced its acquisition of Pulse Energy, a leader in customer engagement software for the utility industry, to help utilities better engage all of their commercial and industrial customers, from small businesses to the largest enterprises. Pulse Energy's software is currently used by utilities in North America, Europe, and Australia, including BC Hydro, British Gas, Ergon Energy, FortisBC, and Pacific Gas & Electric.
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The Company continued to expand its growing base of enterprise EIS customers, signing new deals with Dow Corning, Performance Food Group, and Universal Fibers and achieved 117% year-over-year growth in subscription customers.
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The Company launched new product capabilities including enhanced visibility into real-time energy costs and tools to build more accurate budgets and track accruals.
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The Company surpassed $1 billion in customer savings delivered since it was founded in 2001. EnerNOC celebrated the milestone at its headquarters at an event that included remarks from former Massachusetts Governor Deval L. Patrick and live and recorded testimonials from long-standing EnerNOC software customers.
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The Company added software and services executive Kirk Arnold to its Board of Directors. Ms. Arnold is CEO of Data Intensity, the industry leader in managed and cloud services for Oracle technologies and applications.
- In addition, the Company announced that it has hired Eric Erston, Vice President of Global Enterprise Sales, and Holly Lynch, Senior Vice President of Human Resources. Prior to joining EnerNOC, Mr. Erston served in a variety of sales leadership roles at RSA, the Security Division of EMC. Ms. Lynch was previously Senior Vice President of Human Resources at Hologic, a leading global healthcare technology and diagnostics company.
Company Issues First Quarter and Full Year Guidance
The Company today issued first quarter and full year guidance for 2015. The Company's guidance is based on the current indications for its business, which may change at any time.
Guidance for Quarter Ending March 31, 2015 |
||
Total Revenue (in millions) | $48-$53 | |
GAAP Net Loss Per Diluted Share | ($1.73)-($1.66) | |
Non-GAAP Net Loss Per Diluted Share1 | ($1.36)-($1.29) | |
Adjusted EBITDA1 (in millions) | ($28.5)-($26.5) | |
(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 |
Year Over Year % Change |
|
Total Revenue (in millions) | $410-$430 | (13%)-(9%) |
Grid Operator Revenue | $270-$280 | (27%)-(24%)2 |
Utility Revenue | $70-$75 | 13%-21% |
Enterprise Revenue | $70-$75 | 70%-83% |
GAAP Net Loss Per Diluted Share | ($3.23)-($3.12) | |
Non-GAAP Net Loss Per Diluted Share1 | ($1.77)-($1.66) | |
Adjusted EBITDA1 (in millions) | ($14)-($10)3 | |
(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. | ||
(2) The year-over-year decline in Grid Operator Revenue is primarily attributable to capacity pricing declines in Western Australia, reduced revenue from PJM incremental auctions, and participation in new PJM demand response programs that require deferral of revenue recognition to the second quarter of 2016. | ||
(3) The Company expects full year 2015 Free Cash Flow to be break even to positive. |
Company to Host Live Conference Call and Webcast
The Company's management team plans to host a live conference call and audiocast at 5:00 p.m. eastern time today to discuss financial results as well as management's outlook for the business. The conference call may be accessed in the United States by dialing +1.800.230.1085 and using access code "ENOC". The conference call may be accessed outside of the United States by dialing +1.612.288.0329 and using access code "ENOC". The conference call will be simultaneously audiocast 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 +1.800.475.6701 or +1.320.365.3844 and using access code 351720 or by accessing the audiocast 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.
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.
EnerNOC, Inc. | ||||
Condensed Consolidated Statements of Operations | ||||
(in thousands, except share and per share data) | ||||
(unaudited) | ||||
Three Months Ended December 31, |
Twelve Months Ended December 31, |
|||
2014 | 2013 | 2014 | 2013 | |
Revenues1: | ||||
Grid operator | $18,236 | $12,815 | $368,828 | $279,258 |
Utility | 12,015 | 13,772 | 62,026 | 71,611 |
Enterprise | 15,712 | 9,397 | 41,094 | 32,591 |
Total revenues | 45,963 | 35,984 | 471,948 | 383,460 |
Cost of revenues | 24,817 | 20,150 | 257,322 | 192,292 |
Gross profit | 21,146 | 15,834 | 214,626 | 191,168 |
Operating expenses (income): | ||||
Selling and marketing | 19,963 | 15,471 | 76,960 | 65,915 |
General and administrative | 25,389 | 18,348 | 97,729 | 79,220 |
Research and development | 5,239 | 4,192 | 20,671 | 18,317 |
Gain on sale of service lines | (1,054) | -- | (4,791) | -- |
Gain on the sale of assets | -- | -- | (2,171) | -- |
Total operating expenses and income | 49,537 | 38,011 | 188,398 | 163,452 |
(Loss) income from operations | (28,391) | (22,177) | 26,228 | 27,716 |
Other expense, net | (2,423) | (458) | (3,699) | (1,342) |
Interest expense | (2,080) | (434) | (4,656) | (1,646) |
(Loss) income before income tax | (32,894) | (23,069) | 17,873 | 24,728 |
Benefit from (provision for) income tax | 6,074 | 3,188 | (5,876) | (2,640) |
Net (loss) income | (26,820) | (19,881) | 11,997 | 22,088 |
Net loss attributable to noncontrolling interest | (39) | -- | (97) | -- |
Net (loss) income attributable to EnerNOC, Inc. | ($26,781) | ($19,881) | $12,094 | $22,088 |
Net (loss) income per common share attributable to EnerNOC, Inc. | ||||
Basic | ($0.98) | ($0.71) | $0.43 | $0.80 |
Diluted | ($0.98) | ($0.71) | $0.42 | $0.76 |
Weighted average number of common shares used in computing net (loss) income per share attributable to EnerNOC, Inc. | ||||
Basic | 27,406,087 | 27,832,793 | 27,857,026 | 27,774,778 |
Diluted | 27,406,087 | 27,832,793 | 28,790,665 | 29,045,066 |
1 The Company has reclassified certain amounts in its condensed consolidated statements of operations for the three and twelve month periods ended December 31, 2013, to conform to the 2014 presentation. The reclassifications made related to the presentation of the Company's revenues from DemandSMART revenues and EfficiencySMART, SupplySMART and other revenues to revenues from grid operators, revenues from utilities, and revenues from enterprise customers and was done in order to provide the users of its consolidated financial statements with additional insight into how the Company and its management views and evaluates its revenues and related growth. This reclassification within the condensed consolidated statements of operations for the three and twelve month periods ended December 31, 2013 had no impact on previously reported total consolidated revenues or consolidated results of operations. |
EnerNOC, Inc. | ||
Condensed Consolidated Balance Sheets | ||
(in thousands, except par value and share data) | ||
(unaudited) | ||
December 31, 2014 |
December 31, 2013 |
|
ASSETS | ||
Current assets: | ||
Cash and cash equivalents | $254,351 | $149,189 |
Trade accounts receivable, net | 40,875 | 35,933 |
Unbilled revenue | 97,512 | 66,675 |
Capitalized incremental direct customer contract costs | 7,633 | 9,509 |
Prepaid expenses, deposits and other current assets | 19,950 | 9,377 |
Total current assets | 420,321 | 270,683 |
Property and equipment, net | 50,458 | 47,419 |
Goodwill and intangible assets, net | 146,050 | 94,290 |
Capitalized incremental direct customer contract costs, long-term | 982 | 1,995 |
Deposits and other assets | 6,891 | 1,568 |
Total assets | $624,702 | $415,955 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Current liabilities: | ||
Accounts payable | $9,250 | $2,031 |
Accrued capacity payments | 92,332 | 76,676 |
Accrued payroll and related expenses | 18,446 | 13,370 |
Accrued expenses and other current liabilities | 28,724 | 12,386 |
Deferred revenue | 13,738 | 20,625 |
Total current liabilities | 162,490 | 125,088 |
Deferred tax liability | 16,449 | 6,211 |
Deferred revenue, long-term | 5,816 | 6,819 |
Other liabilities | 8,919 | 8,342 |
Convertible senior notes, net | 138,908 | -- |
Total long-term liabilities | 170,092 | 21,372 |
Stockholders' equity: | ||
Common stock, $0.001 par value; 50,000,000 shares authorized, 29,833,578 and 29,920,807 shares issued and outstanding at December 31, 2014 and December 31, 2013, respectively | 30 | 30 |
Additional paid-in capital | 365,855 | 353,354 |
Accumulated other comprehensive loss | (4,752) | (2,535) |
Accumulated deficit | (69,260) | (81,354) |
Total EnerNOC, Inc. stockholders' equity | 291,873 | 269,495 |
Noncontrolling interest | 247 | -- |
Total stockholders' equity | 292,120 | 269,495 |
Total liabilities and stockholders' equity | $624,702 | $415,955 |
EnerNOC, Inc. | ||||
Condensed Consolidated Statements of Cash Flow Data | ||||
(in thousands) | ||||
(unaudited) | ||||
Three Months Ended | Twelve Months Ended | |||
December 31, | December 31, | |||
2014 | 2013 | 2014 | 2013 | |
Cash provided by operating activities | $30,727 | $46,005 | $60,439 | $79,464 |
Cash used in investing activities | (20,962) | (4,086) | (74,422) | (37,889) |
Cash (used in) provided by financing activities | (240) | (4,172) | 120,865 | (6,804) |
Effects of exchange rate changes on cash and cash equivalents | (1,389) | 212 | (1,720) | (623) |
Net change in cash and cash equivalents | 8,136 | 37,959 | 105,162 | 34,148 |
Cash and cash equivalents at beginning of period | 246,215 | 111,230 | 149,189 | 115,041 |
Cash and cash equivalents at end of period | $254,351 | $149,189 | $254,351 | $149,189 |
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, 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, interest, income taxes and other income (expense).
- 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.
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) | ||
Three Months Ended December 31, | ||
2014 | 2013 | |
GAAP net loss attributable to EnerNOC, Inc. | ($26,781) | ($19,881) |
ADD: Stock-based compensation | 3,902 | 4,036 |
ADD: Amortization expense of acquired intangible assets | 2,499 | 1,769 |
ADD: Debt discount portion of convertible debt | 1,000 | -- |
ADD: Tax impact of items listed above | 1,062 | -- |
Non-GAAP net loss attributable to EnerNOC, Inc. | ($18,318) | ($14,076) |
GAAP net loss per diluted share attributable to EnerNOC, Inc. | ($0.98) | ($0.71) |
ADD: Stock-based compensation | 0.14 | 0.14 |
ADD: Amortization expense of acquired intangible assets | 0.09 | 0.06 |
ADD: Debt discount portion of convertible debt | 0.04 | -- |
ADD: Tax impact of items listed above | 0.04 | -- |
Non-GAAP net loss per diluted share attributable to EnerNOC, Inc. | ($0.67) | ($0.51) |
Twelve Months Ended December 31, | ||
2014 | 2013 | |
GAAP net income attributable to EnerNOC, Inc. | $12,094 | $22,088 |
ADD: Stock-based compensation | 16,063 | 15,868 |
ADD: Amortization expense of acquired intangible assets | 9,252 | 7,029 |
ADD: Debt discount portion of convertible debt | 1,474 | -- |
ADD: Tax impact of items listed above | (2,486) | -- |
Non-GAAP net income attributable to EnerNOC, Inc. | $36,397 | $44,985 |
GAAP net income per diluted share attributable to EnerNOC, Inc. | $0.42 | $0.76 |
ADD: Stock-based compensation | 0.56 | 0.55 |
ADD: Amortization expense of acquired intangible assets | 0.32 | 0.24 |
ADD: Debt discount portion of convertible debt | 0.05 | -- |
ADD: Tax impact of items listed above | (0.09) | -- |
Non-GAAP net income per diluted share attributable to EnerNOC, Inc. | $1.26 | $1.55 |
EnerNOC, Inc. | ||||
Reconciliation of Adjusted EBITDA | ||||
(in thousands) | ||||
(unaudited) | ||||
Three Months Ended December 31, | Twelve Months Ended December 31, | |||
2014 | 2013 | 2014 | 2013 | |
Net (loss) income attributable to EnerNOC, Inc. | ($26,781) | ($19,881) | $12,094 | $22,088 |
Add back: | ||||
Depreciation and amortization | 8,250 | 7,228 | 31,417 | 27,844 |
Stock-based compensation expense | 3,902 | 4,036 | 16,063 | 15,868 |
Direct and incremental expenses related to acquisitions or divestitures | 1,994 | -- | 3,550 | -- |
Other expense (1) | 2,423 | 458 | 3,699 | 1,342 |
Interest expense | 2,080 | 434 | 4,656 | 1,646 |
(Benefit from) provision for income tax (2) | (5,957) | (3,188) | 4,891 | 2,640 |
Adjusted EBITDA | ($14,089) | ($10,913) | $76,370 | $71,428 |
(1) Other expense primarily relates to foreign exchange losses. | ||||
(2) Excludes discrete tax benefit of ($117) and discrete tax provision of $985 recorded during the three and twelve month periods ended December 31, 2014, respectively, related to the Company's sale of various business components. |
EnerNOC, Inc. | ||||
Reconciliation of Free Cash Flow | ||||
(in thousands) | ||||
(unaudited) | ||||
Three Months Ended December 31, | Twelve Months Ended December 31, | |||
2014 | 2013 | 2014 | 2013 | |
Net cash provided by operating activities | $30,727 | $46,005 | $60,439 | $79,464 |
Add: Net cash provided by the sale of assets or disposals of components of an entity | 1,600 | -- | 8,046 | -- |
Subtract: Purchases of property and equipment | (6,305) | (3,738) | (25,553) | (36,663) |
Free cash flow | $26,022 | $42,267 | $42,932 | $42,801 |
Non-GAAP Financial Guidance
This press release also includes estimates of future adjusted EBITDA and 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 | |||||||
March 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 Loss | ($48.5) | ($46.5) | ($1.73) | ($1.66) | ($92.0) | ($89.0) | ($3.23) | ($3.12) |
Adjustments: | ||||||||
Stock-based compensation | $4.4 | $4.6 | $0.15 | $0.16 | $17.5 | $18.5 | $0.62 | $0.65 |
Amortization expense of acquired intangible assets | $5.1 | $4.8 | $0.18 | $0.17 | $20.0 | $19.0 | $0.70 | $0.67 |
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 | $0.14 | $0.14 |
Projected Non-GAAP Net Loss | ($38.0) | ($36.1) | ($1.36) | ($1.29) | ($50.4) | ($47.4) | ($1.77) | ($1.66) |
Adjustments: | ||||||||
Depreciation | $6.0 | $6.1 | $25.5 | $26.5 | ||||
Direct and incremental expenses related to acquisitions or divestiture | $0.0 | $0.0 | $0.0 | $0.0 | ||||
Interest and other expense, net1 | $3.0 | $3.0 | $6.9 | $6.9 | ||||
Provision for income taxes | $0.5 | $0.5 | $4.0 | $4.0 | ||||
Adjusted EBITDA | ($28.5) | ($26.5) | ($14.0) | ($10.0) | ||||
Weighted Average Number of Common Shares Outstanding-Diluted | 28.0 | 28.0 | 28.5 | 28.5 | ||||
1 "Interest and other expense, net" is net of "Accretion expense related to the debt-discount portion of interest associated with convertible note issuance". |