8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 14, 2008

POWERSECURE INTERNATIONAL, INC.

(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 1-12014
(Commission File Number) 84-1169358
(I.R.S Employer
Identification No.)

1609 Heritage Commerce Court, Wake Forest, North Carolina
(Address of principal executive offices) 27587
(Zip code)

Registrant’s telephone number, including area code: (919) 556-3056

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 (see General Instruction A.2. below):

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 FD Disclosure.

     On November 10, 2008, PowerSecure International, Inc., a Delaware corporation (the “Company”), issued a press release announcing that the Company will present at the Bank of America Energy Conference being held at The Ritz-Carlton Hotel in Key Biscayne, Florida on November 14, 2008, at 8:00 a.m., local time. The Company’s presentation and participation at this conference will be led by Sidney Hinton, the President and Chief Executive Officer of the Company and Christopher T. Hutter, the Vice President and Chief Financial Officer of the Company, and will include information about the business, operations, financial results and prospects of the Company, including its business operations, financial results, strategic initiatives and prospects for the future.

     A copy of the press release announcing the Company’s participation at the Bank of America Energy Conference is filed herewith as Exhibit 99.1 and incorporated herein by this reference. The Company’s slide presentation to be used at the Bank of America Energy Conference, and a link to an audio webcast of the Company’s presentation, are available on the Investor Relations section of the Company’s website at www.powersecure.com. A copy of the Company’s slide presentation is filed herewith as Exhibit 99.2 and incorporated herein by this reference. Messrs. Hinton and Hutter may also be giving this slide presentation from time to time, after this conference, to other investors, investment analysts and other members of the financial and investment community.

     The slide presentation filed herewith as Exhibit 99.2 contains forward-looking statements made within the meaning of and pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. A more thorough discussion of certain risks, uncertainties and other factors that may affect the Company is included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 and in subsequent reports, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, that the Company files or furnishes with the Securities and Exchange Commission.

     The information in this Item 7.01, including Exhibit 99.2, is being furnished pursuant to Item 7.01 and 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, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits

99.1	Press Release of PowerSecure International, Inc., issued November 10, 2008, announcing its participation at the Bank of America Energy Conference
99.2	Investment Slide Presentation of PowerSecure International, Inc., dated November 14, 2008

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SIGNATURES

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

POWERSECURE INTERNATIONAL, INC.
By:	/s/ Christopher T. Hutter
	Christopher T. Hutter
	Vice President and Chief Financial Officer

Dated: November 14, 2008

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EX-99.1

Exhibit 99.1

PowerSecure to Participate in the Bank of America Energy
Conference

Wake Forest, N.C. — November 10, 2008 — PowerSecure International, Inc. (Nasdaq: POWR) will present at the Bank of America Energy Conference on Friday, November 14, 2008, at 8:00 a.m. EST, at The Ritz-Carlton, Key Biscayne, Florida. The presentation will include a discussion of the Company’s business operations, financial results, strategic initiatives and prospects for the future. The slide presentation and a link to an audio webcast of the event will be available beginning November 14, 2008, on the Investor Relations section of the Company’s web site at www.powersecure.com.

About PowerSecure

PowerSecure International, Inc. is focused on delivering value to utilities and their commercial, institutional, and industrial customers in the areas of Interactive Distributed Generation^®, Utility Infrastructure, Energy Conservation and Efficiency, and Energy Services. PowerSecure’s core Distributed Generation business leads the energy management and conservation industry by enabling utilities avoid new investments in utility infrastructure for transmitting and distributing power, and locating the generation at business sites. PowerSecure is a pioneer in developing utility partnerships that provide utilities with dedicated electric power generation assets, and businesses with the most dependable standby power available in the industry. The Company’s intelligent Interactive Distributed Generation^® monitoring systems, in conjunction with superior switching technology, manage load curtailment and peak demand to ensure that power is available when needed, and ensure maximum efficiencies are achieved. PowerSecure also provides utilities with regulatory consulting, power system and transmission engineering and construction, and conservation services, as well as providing businesses with energy efficiency products and services. The Company provides additional energy services to the oil and natural gas industry through its Southern Flow and WaterSecure business units. Additional information is available at www.powersecure.com.

Contact
Chris Hutter
Chief Financial Officer
PowerSecure International, Inc.
(919) 453-1760

# # #

EX-99.2

Exhibit 99.2

November 14, 2008

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 of 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 or implied, including risks and uncertainties set forth in the Company's SEC filings, including but not limited to Form 10-K for fiscal year 2007 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

3 Who is PowerSecure? Market Leader in Distributed Generation Customer Value Proposition: Standby Power with Strong ROI Generation Equipment Located at End-Customers' Site, Monitored 24/7 Strong Market Position with Sustainable Competitive Advantages Track Record of Profitable Growth Revenue $146 Million (last 12 months) EBITDA(1) $21 Million (last 12 months) E.P.S.(2) $1.05 (last 12 months) Strategic Growth Markets Distributed Generation Energy Conservation & Efficiency Utility Infrastructure Energy Services See Non-GAAP Financial Measure Reconciliation in Appendix Diluted E.P.S. from continuing operations

4 4 Indexed Dollars Source: Energy Information Administration “Annual Energy Review,” June 2008 Electricity Spend as % of 2000 Levels Billions of Dollars End-User Electricity Spend The Electric-Power Industry Is Large and Growing

But Electric Utilities Face Limits on How Quickly They Can Respond Focus on Large Capital-Investment Projects Look to Capture Economies of Scale Supply Constraints on Engineering & Construction Expertise Lead Time of 5-10 Years or More to Construct a New Plant Fluid Regulatory Situation Adds Uncertainty & Lag Increasing Environmental Restraints "Not-in-My-Backyard" Sentiment 5 But Electric Utilities Face Limits on How Quickly They Can Respond

6 Retail Electricity Prices as a % of 2005 Levels Retail Electricity Prices Indexed to 2005 Levels Source: Energy Information Administration "Annual Energy Outlook," June 2008 Which Will Continue to Push Electricity Prices Upward...

Determinants of "Peak Pricing" Geography Weather Time of Day Utility Capacity Utility Fuel Inputs Utility Customer Mix 7 Spot Electricity Pricing Wholesale Price per kWh % of Time Price Level Exists Source: SP 15 California Price for Day Ahead Power, January 2001 through March 2008 as reported by www.EconStats.com .... With Prices Increasing Exponentially During Periods of Peak Demand

8 Source: PowerSecure Operating Data Customer Runs IDG(r) System Utility Load (kW ) Time of Day Retail Electricity Prices Indexed to 2005 Levels Electricity Demand for a Typical Winter Day Interactive Distributed Generation(r) (IDG(r)) Creates Savings By Moving Customers to On-Site Generators During Peak Demand

9 Prevent Business Interruptions Prevent Spoilage or Process Waste Capture Peak Shaving Efficiencies Reduce Power Distribution Costs Reduce Infrastructure Spending Electric Utilities Industrial Customers Commercial Customers IDG(r): A Strong Value Proposition

10 Cumulative kW of New Generation Capacity Needed to Meet US Demand Over Time Millions of kW America's Need for Additional Generation Capacity Creates Billions of Dollars in Opportunity Capacity Gap $36 Billion In Spend* * $36 Billion comes from multiplying the EIA Capacity Gap figure of 24.1 million by $1500 per kW, which is PowerSecure's estimate of the blended-average cost to install generation over this time horizon Planned Capacity Additions Source: Energy Information Administration "Annual Energy Outlook," June 2008

11 Market-Leading Technology Seamless "Paralleling" Switchgear Unmatched Ability to Proactively Forecast Energy Grid Utilization Track Record of Execution, Dependability, & Expertise Expert Knowledge of Tariff Systems Expert Knowledge of Interconnect Requirements One-Stop, Comprehensive Solutions for Our Customers Generator Installation Switchgear installation 24/7 Monitoring PowerSecure's Competitive Advantages Make Us Uniquely Positioned to Seize This Opportunity

Our Customers Typically Achieve a 15-25% ROI and a 3-5 Year Payback on Their IDG(r) Investment 12 Benefits Continue Customer's Cumulative Backup Power & Peak Shaving Benefits Customer's Initial Capital Investment

13 Recurring Revenue Model PowerSecure Owns Generation PowerSecure Monitoring Revenue And We Provide a Flexible Go-to-Market Model to Meet Customers' Economic Needs Project-Based Model Customer Owns Generation PowerSecure Recurring Revenue PowerSecure Revenue Cost of Sales Gross Margin PowerSecure Capital Cost of Sales Operating Margin

First to Bring Turnkey Distributed-Generation Concept to Market Compelling, ROI-based Value Proposition Strong, Trusting Relationships with Utilities and Their Customers Strong, Growing Client Roster Publix Success Brings Us Major Credibility in the Marketplace 14 And We Have Established a Strong Track Record of Market Leadership

15 Revenue From Customers Other Than Publix Super Markets Millions of Dollars As a Result, We Have Successfully Diversified Our Customer Base... Source: PowerSecure Financial Data

16 Interactive Distributed Generation(r) Core Competencies & Relationships Energy Conservation & Efficiency Energy Services Project Based IDG(r) Recurring Revenue IDG(r) NexGear And Built a Portfolio of Complementary Businesses... Utility Infrastructure

Note: 2007 EPS excludes a $14.1 Million 2Q07 Restructuring Charge . See Non-GAAP Financial Measure Reconciliation in Appendix. 17 PowerSecure Revenue PowerSecure E.P.S. From Continuing Operations Millions of Dollars Earnings per Share 3 Year CAGR = +52% 3 Year CAGR = +122% "As Reported" (0.06) While Demonstrating Profitable Growth Last 12 Months: $146 Million Last 12 Months: $1.05

3Q08 = Strong Growth 18 Notes: 1. Positive quantities signify a favorable change while negative quantities signify an unfavorable change 2. Net Income and EPS data is for continuing operations Variance vs. Prior Year Variance vs. Prior Year (Except E.P.S., $ in 000's) Actual $ % Revenue 33,557 7,327 28% Gross Profit 10,911 2,772 34% % Revenue 32.5% 1.5pp Operating Expenses 8,938 (2,306) -35% Operating Income 1,973 465 31% % Revenue 5.9% 0.1pp Income Before Taxes (Cont Ops) 2,984 457 18% Net Income (Cont Ops) 2,914 549 23% Diluted E.P.S. (Cont Ops) 0.17 0.03 21%

3Q YTD = Record Results 19 Variance vs. Prior Year Variance vs. Prior Year Variance vs. Prior Year Variance vs. Prior Year Variance vs. Prior Year As Reported As Reported Adjusted Adjusted (Except E.P.S., $ in 000) Actual $ % $ % Revenue 109,084 34,847 47% 34,847 47% Gross Profit 34,731 13,607 64% 13,607 64% % Revenue 31.8% 3.4pp 3.4pp Operating Expenses 27,996 5,246 16% (8,894) -47% Operating Income 6,735 18,852 N/M 4,713 233% % Revenue 6.2% N/M 3.4pp Income Before Taxes (Cont Ops) 10,492 19,173 N/M 5,034 92% Net Income (Cont Ops) 9,808 19,127 N/M 4,988 103% Diluted E.P.S. (Cont Ops) 0.57 1.15 N/M 0.29 104% Notes: 1. Positive quantities signify a favorable change while negative quantities signify an unfavorable change 2. Net Income and EPS data is for continuing operations 3. Adjusted variances represent the 3Q08 YTD variance versus the prior year period excluding the $14.1 million charge incurred in the prior year period

20 A Strong Balance Sheet Positions Us Well for the Future Cash Debt Untapped Revolving Credit Facility EBITDA(1) (Trailing 12 Months) $8.3 million $2.5 million $25.0 million $20.9 million See Non-GAAP Financial Measure Reconciliation in Appendix 3Q08

21 Strategic Growth Areas: Large and Growing Distributed Generation Utility Infrastructure Energy Conservation & Efficiency Energy Services Strong Market Position Sustainable Competitive Advantages Track Record of Industry Leadership Infrastructure to Drive Growth Dedicated Employees with Industry Expertise Recent Investments in Sales Team & New Business Development Financial Strength Culture of Profitable Growth Our Future Is Bright

NSADAQ: POWR (919) 556 3056 www.PowerSecure.com 22 Questions?

Appendix (Non-GAAP Measures) 23

Non-GAAP Reconciliation: Income and E.P.S. 24 Operating Income, Income from Continuing Operations (and E.P.S.), Net Income (and E.P.S.) Operating Income Nine Months ended Sept 30, 2008 Sept 30, 2007 Operating Operating ($000's except per share data) Income Income As Reported GAAP Measure 6,735 (12,117) Add Back: 2Q07 Restructuring Charge (1) 14,139 "Adjusted" non-GAAP Measure 6,735 2,022 3Q08 YTD vs. 3Q07 YTD -- "As Reported" 18,852 % Variance N/M 3Q08 YTD vs. 3Q07 YTD -- "Adjusted" 4,713 % Variance 233% Income from Continuing Operations Nine Months ended Sept 30, 2008 Sept 30, 2007 Income from Cont Ops Income from Cont Ops ($000's except per share data) Cont Ops Diluted E.P.S. Cont Ops Diluted E.P.S. As Reported GAAP Measure 9,808 0.57 (9,319) (0.58) Add Back: 2Q07 Restructuring Charge (1) 14,139 0.89 "Adjusted" non-GAAP Measure 9,808 0.57 4,820 0.28 3Q08 YTD vs. 3Q07 YTD -- "As Reported" 19,127 1.15 % Variance 205% 198% 3Q08 YTD vs. 3Q07 YTD -- "Adjusted" 4,988 0.29 % Variance 103% 104% Weighted Average Diluted Shares - GAAP (2) 17,116 15,975 Weighted Average Diluted Shares - Adjusted (2) 17,012 PowerSecure International, Inc. Non-GAAP Financial Measure Reconciliations 24

Non-GAAP Reconciliation: Income and E.P.S. (Cont'd) E.P.S. (Cont’d) 25 Net Income Nine Months ended Sept 30, 2008 Sept 30, 2007 Net Diluted Net Diluted ($000's except per share data) Income E.P.S. Income E.P.S. As Reported GAAP Measure 9,729 0.57 (8,967) (0.56) Add Back: 2Q07 Restructuring Charge (1) 14,139 0.89 "Adjusted" non-GAAP Measure 9,729 0.57 5,172 0.30 3Q08 YTD vs. 3Q07 YTD -- "As Reported" 18,696 1.13 % Variance 208% 202% 3Q08 YTD vs. 3Q07 YTD -- "Adjusted" 4,557 0.27 % Variance 88% 90% Weighted Average Diluted Shares - GAAP (2) 17,116 15,975 Weighted Average Diluted Shares - Adjusted (2) 17,012 (1) Net Income and E.P.S. for adjustment items calculated with zero tax impact given the Company's net operating loss carryforwards. (2) Weighted Average Diluted Shares utilizes the Basic Share figure in the "As Reported" calculation due to the Company's net loss position for 3Q07 YTD. The non-GAAP measure utilizes the Diluted Share figure due to the resulting positive net income after the adjustment. Note: Totals may not add due to rounding. 25

Non-GAAP Reconciliation: EBITDA Non-GAAP Reconciliation: EBITDA 26 EBITDA ($ 000's) 3Q08 Trailing 12 Months Net Income (Loss) -- As Reported 17,088 Depreciation & Amortization 1,944 Income Taxes Net of Tax Credits (1,788) Interest Income (795) Interest Expense 183 Less Equity Income net of Equity Distributions 130 Loss on Discontinued Operations, Disposal of PP&E, Stock Comp Exp 4,132 EBITDA 20,894 26

References by the Company to "Adjusted E.P.S.", and the other "Adjusted" non-GAAP measures of income or loss from continuing operations, net income, diluted E.P.S. from continuing operations, and diluted E.P.S. in this presentation constitute non-GAAP financial measures. They refer to the Company's GAAP income or loss from continuing operations, net income, diluted E.P.S. from continuing operations, and diluted E.P.S., excluding the following items $14.1 million restructuring costs incurred in the Company's second quarter of fiscal 2007. The Company believes providing non-GAAP measures which adjust for this item, which are not indicative of the results of the Company's operations, are useful tools permitting management and the board of directors to measure, monitor and evaluate the Company's operating performance and to make operating decisions. Non-GAAP Adjusted E.P.S. and the other "Adjusted" non-GAAP measures of income or loss from continuing operations, net income, diluted E.P.S. from continuing operations, and diluted E.P.S. shown above are also used by management to assist it in planning and forecasting future operations and making future operating decisions. The Company also believes these non-GAAP measures provide meaningful information to investors in terms of enhancing their understanding of the Company's core operating performance and results and allowing investors to more easily compare the Company's financial performance on an operating basis in different fiscal periods, and also correspond more closely to investors and analyst's estimates. However, these non-GAAP measures may not be directly comparable to similarly defined measures as reported by other companies. "Adjusted E.P.S.", and the other "Adjusted" non- GAAP measures of income or loss from continuing operations, net income, diluted E.P.S. from continuing operations, and diluted E.P.S. should be considered only as supplements to, and not as substitutes for or in isolation from, other measures of financial information prepared in accordance with GAAP, such as GAAP net income, GAAP net income per share, GAAP income from continuing operations, or GAAP income from continuing operations per share. References by the Company to trailing 12-month EBITDA is a non-GAAP financial measure computed as income before interest and finance charges, income taxes (net of tax credits), depreciation and amortization, equity income from minority interest (net of distributions), interest income, loss on discontinued operations, loss on disposal of PP&E, and stock compensation expense. Management believes that this EBITDA measure offers a useful tool to measure and monitor the Company's operating performance, and that this is enhanced by eliminating the 2Q07 restructuring charge which is not indicative of the results of the Company's core operations. Management believes that this measure provides meaningful information to investors by enhancing their understanding of the Company's core operating performance and results, and it is also utilized by the Company's lenders in their assessment of the Company's performance and covenant compliance. EBITDA is also used by management to assist in planning and forecasting future operations. However, EBITDA as defined by the Company may not be directly comparable to similarly defined measures as reported by other companies. This non-GAAP measures should only be considered as supplements to, and not as substitutes for or in isolation from, other measures of financial information 27 Non GAAP Measures