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UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS 

EASTERN DIVISION 

JAMES L. CLAUSEN, Individually and On 

Behalf Of All Others Similarly Situated, 

Plaintiff, 

vs. 

LIME ENERGY COMPANY, JOHN 

O’ROURKE, JEFFREY MISTARZ, and DAVID 

ASPLUND, 

Defendants. 

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CASE NO. 

CLASS ACTION 

JURY TRIAL DEMANDED 

CLASS ACTION COMPLAINT

 Plaintiff James L. Clausen (“Plaintiff”) alleges upon personal knowledge as to allegations 

specifically pertaining to Plaintiff and, as to all other matters, upon the investigation of counsel, 

which included, without limitation: (a) review and analysis of public filings made by Lime 

Energy Co. (“Lime” or the “Company”) and other related parties and non-parties with the U.S. 

Securities and Exchange Commission (“SEC”); (b) review and analysis of press releases and 

other publications disseminated by certain of the Defendants and other related non-parties; (c) 

review of news articles, shareholder communications, and postings on Lime’s website 

concerning the Company’s public statements; and (d) review of other publicly available 

information concerning Lime and the Individual Defendants. 

I. NATURE OF THE ACTION

1. This is a federal securities class action against Lime and certain of its officers 

and/or directors for violations of the federal securities laws. Plaintiff brings this action on behalf 

of all persons or entities that purchased Lime securities from May 14, 2010 through July 16, 

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2012, inclusive (the “Class Period”), seeking to pursue remedies under the Securities Exchange 

Act of 1934 (the “Exchange Act”). The Exchange Act claims allege that Defendants engaged in 

a fraudulent scheme to artificially inflate the Company’s stock price. As a result of the fraud 

described below, the Company has lost a substantial portion of its value. 

2. Lime provides clean energy solutions to utilities, energy service companies, 

government entities, educational institutions, commercial and industrial businesses, and property 

owners and managers in the United States. The Company was founded in 1980 and is currently 

headquartered in Huntersville, North Carolina. Prior to moving to Huntersville, North Carolina, 

Lime was headquartered in Elk Grove Village, Illinois

3. Plaintiff alleges that, throughout the Class Period, Defendants made materially 

false and misleading statements regarding the Company’s business, operational and accounting 

practices, including the Company’s recording of revenue. Specifically, Defendants made false 

and/or misleading statements and/or failed to disclose: (i) that the Company’s accounting for 

revenue was improper and misleading; (ii) that the Company’s financial statements during the 

Class Period did not provide a fair presentation of the Company’s finances and operations; (iii) 

that, as a result, the Company’s financial results were not prepared in accordance with Generally 

Accepted Accounting Principles (“GAAP”); (iv) that the Company lacked adequate internal and 

financial controls; and (v) that, as a result of the above, the Company’s financial statements were 

materially false and misleading at all relevant times.

4. On July 17, 2012, the Company issued a press release in which it made several 

stunning announcements. First, the Company announced that, based on the results of a partial 

internal review, the Company’s management and the Company’s Audit Committee believed that 

some portion of the Company’s revenue was improperly recorded. Specifically, the press release 

stated that in some cases, it appears that non-existent revenue may have been recorded, while in 

other cases, it appears that revenue may have been recorded earlier than it should have been. 

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5. Second, Lime announced that the Company’s previously issued financial 

statements on Form 10-K for the periods ended December 31, 2010 and December 31, 2011, and 

the quarterly report on Form 10-Q for the period ended March 31, 2012, should no longer be 

relied upon. According to the Company, as a result of the restatement, Lime expects that the 

misreporting may require restatement of all of the affected financial statements.

6. Defendants’ failure to timely disclose these problems during the Class Period 

rendered Defendants’ statements concerning the Company’s financial condition materially false 

and misleading. Lime’s announcements caused the Company’s stock price to plummet $0.91 

from its prior trading day close of $2.03 to close on July 17, 2012 at $1.12—a stunning decline 

of over 44% on unusually heavy trading volume.

7. Defendants’ wrongful acts and false and misleading statements and omissions 

have caused a precipitous decline in the market value of the Company’s stock. Plaintiff and 

other Class members have suffered significant losses and damages.

II. JURISDICTION AND VENUE

8. This action arises under Sections 10(b) and 20(a) of the Exchange Act (15 U.S.C. 

§§ 78j(b) and 78t(a)) and Rule 10b-5 promulgated thereunder (17 C.F.R. § 240.10b 5).

9. This Court has jurisdiction over the subject matter of this action pursuant to 28 

U.S.C. §§1331 and 1307, and Section 27 of the Exchange Act (15 U.S.C. § 78aa). 

10. Venue is proper in this Judicial District pursuant to 28 U.S.C. §1391(b) and 

Section 27 of the Exchange Act. Substantial acts in furtherance of the alleged fraud or the 

effects of the fraud have occurred in this District. Many of the acts charged herein, including the 

preparation and dissemination of materially false and misleading information, occurred within 

this District. In addition, Lime maintained its corporate headquarters within this District during 

the Class Period. 

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11. In connection with the acts and omissions alleged in this complaint, Defendants, 

directly or indirectly, used the means and instrumentalities of interstate commerce, including, but 

not limited to, the mails, interstate telephone communications, and the facilities of the national 

securities markets. 

III. PARTIES

A. Plaintiff

12. Plaintiff purchased the publicly traded Lime securities at artificially inflated 

prices during the Class Period and has been damaged thereby. 

B. Defendants

i. The Company

13. Defendant Lime is a Delaware corporation with principal executive offices 

located at 16810 Kenton Dr., Suite 240, Huntersville, North Carolina 28078. Prior to August 

2011, Lime was headquartered at 1280 Landmeier Road, Elk Grove Village, Illinois 60007.

ii. The Individual Defendants

14. Defendant John O’Rourke (“O’Rourke”) has served as Lime’s President and 

Chief Executive Officer since May 2011. From February 2010 to May 2011, he served as the 

Company’s Chief Operating Officer. Prior to that, O’Rourke served as President and Chief 

Executive Officer of Lime’s subsidiary, Lime Energy Services Co. (formerly known as Applied 

Energy Management, Inc.). 

15. Defendant Jeffrey Mistarz (“Mistarz”) has served as Lime’s Chief Financial 

Officer since January 2000, Treasurer since October 2000, Executive Vice President since 

November 2002, assistant secretary since February 2003, and secretary since June 2006. 

16. Defendant David Asplund (“Asplund”) was Lime’s Chief Executive Officer from 

January 2006 through May 2011. 

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17. Defendants O’Rourke, Mistarz, and Asplund are collectively referred to herein as 

the “Individual Defendants.” 

18. Lime and the Individual Defendants are referred to herein as “Defendants.” 

19. During the Class Period, the Individual Defendants, as senior executive officers 

and/or directors of Lime, were privy to confidential, proprietary and material adverse non-public 

information concerning Lime, its operations, finances, financial condition and present and future 

business prospects via access to internal corporate documents, conversations and connections 

with other corporate officers and employees, attendance at management and/or board of directors 

meetings and committees thereof, and via reports and other information provided to them in 

connection therewith. Because of their possession of such information, the Individual 

Defendants knew or recklessly disregarded that the adverse facts specified herein had not been 

disclosed to, and were being concealed from, the investing public. 

20. The Individual Defendants are liable as direct participants in the wrongs 

complained of herein. In addition, the Individual Defendants, by reason of their status as senior 

executive officers and/or directors, were “controlling persons” within the meaning of §20(a) of 

the Exchange Act and had the power and influence to cause the Company to engage in the 

unlawful conduct complained of herein. Because of their positions of control, the Individual 

Defendants were able to and did, directly or indirectly, control the conduct of Lime’s business. 

21. The Individual Defendants, because of their positions with the Company, 

controlled and/or possessed the authority to control the contents of its reports, press releases and 

presentations to securities analysts and through them, to the investing public. The Individual 

Defendants were provided with copies of the Company’s reports and publicly disseminated 

documents alleged herein to be misleading, prior to or shortly after their issuance and had the 

ability and opportunity to prevent their issuance or cause them to be corrected. Thus, the 

Individual Defendants had the opportunity to commit the fraudulent acts alleged herein. 

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22. As senior executive officers and/or directors and as controlling persons of a 

publicly traded company whose securities were, and are, registered with the SEC pursuant to the 

Exchange Act, and were traded on NASDAQ and governed by the federal securities laws, the 

Individual Defendants had a duty to disseminate promptly accurate and truthful information with 

respect to Lime’s financial condition and performance, growth, operations, financial statements, 

business, products, markets, management, earnings, and present and future business prospects, to 

correct any previously issued statements that had become materially misleading or untrue, so the 

market price of Lime’s securities would be based on truthful and accurate information. The 

Individual Defendants’ misrepresentations and omissions during the Class Period violated these 

specific requirements and obligations. 

23. The Individual Defendants are liable as participants in a fraudulent scheme and 

course of business that operated as a fraud or deceit on purchasers of Lime’s publicly traded 

securities by disseminating materially false and misleading statements and/or concealing material 

adverse facts. 

IV. SUBSTANTIVE ALLEGATIONS

A. Background of Lime

24. Lime provides clean energy solutions that assist clients in the achievement of their 

energy efficiency and renewable energy goals. Lime operates in three specific markets: the 

utility market, the public sector and institutional market, and the commercial and industrial 

market. Lime’s clients include utilities, energy service companies, government entities, 

educational institutions, commercial and industrial businesses, and property owners and 

managers. Lime’s solutions include energy efficient lighting upgrades, energy efficient 

mechanical and electrical retrofit and upgrade services, water conservation, building 

weatherization, on-site generation and renewable energy project development and 

implementation. The Company provides energy solutions across a range of facilities, from highCase: 1:12-cv-05724 Document #: 1 Filed: 07/20/12 Page 6 of 45 PageID #:6
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rise office buildings, distribution facilities, manufacturing plants, retail sites, multi-tenant 

residential buildings, mixed use complexes, hospitals, colleges and universities, large 

government sites, and small, single tenant facilities. 

25. Lime, formerly known as Electric City Corp., was founded in 1980 and has been 

headquartered in Huntersville, North Carolina since August 2011. The Company changed its 

name from Electric City Corp. to Lime Energy Co. in September 2006. Prior to moving to 

Huntersville, North Carolina, Lime was headquartered in Elk Grove Village, Illinois. 

B. False and Misleading Statements

26. The Class Period begins on May 14, 2010. One day prior on May 13, 2010, after 

the close of the markets, Lime issued a press release announcing its financial and operating 

results for the first quarter of fiscal 2010, for the time period ending March 31, 2010. The press 

release stated in pertinent part as follows: 

ELK GROVE VILLAGE, IL, May 13, 2010--Lime Energy Co. (NASDAQ: 

LIME), a leading provider of energy efficiency solutions, today announced its 

results for the three-month period ended March 31, 2010. “Consolidated revenue 

was $11.8 million, a decrease of $1.9 million from the $13.7 million earned 

during the first quarter of 2009” stated David Asplund, Chief Executive Officer. 

Revenue earned through sales to our commercial and industrial markets declined 

approximately $1 million while revenue from our public sector markets declined 

approximately $2.8 million. These declines were partially offset by revenue of 

$1.9 million from our newly established utility demand-side program 

management and implementation business.” 

“Our C&I business was down compared to last year primarily because the first 

quarter of last year benefited from significant carryover business from a record 

fourth quarter of 2008” continued Mr. Asplund. “Our public sector business 

continues to be affected by stimulus-related project delays however we are 

beginning to see some ARRA funding begin to be spent and believe the flow of 

funding will continue to grow over the coming months. Revenue from our utility 

business grew rapidly in the first quarter” Mr. Asplund highlighted. “This is 

proving to be an exciting new growth area for us as utilities take a leading role in 

delivering energy efficiency upgrades to their customers’ facilities. We now have 

three contracts for the implementation of utility demand-side management 

programs which give us exclusive access to utility incentives which pay 70% to 

80% of project costs in large geographic areas. We expect this to be a strong 

growth area in 2010 and beyond and believe our skill sets across program 

management, energy engineering, design and implementation provide us with all 

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of the capabilities required to assist utilities in achieving their energy efficiency 

goals.” 

Results for the three-month period ended March 31, 2010: 

• Revenue of $11.8 million, a $1.9 or 13.9% decrease when compared to $13.7 

million for the first quarter of 2009. 

• Gross profit of $1.9 million, a $900,000 decrease from the $2.8 million earned 

during the first quarter of 2009. 

• Gross profit margin of 15.7% as compared to 20.4% earned during the first 

quarter of 2009. 

• Loss from continuing operations of $4.7 million, compared to a loss from 

continuing operations of $3.2 million for the three-month period ended March 31, 

2009. 

• Net loss available to common stockholders of $4.7 million, an increase of 

$500,000 or 12.8% when compared to the $4.2 million loss for the first quarter of 

2009. 

• Adjusted EBITDA loss of $4.1 million, an increase of $2.4 million compared to 

the $1.7 million loss recorded for the first quarter of 2009. 

• Basic and diluted loss per common share from continuing operations of $0.20 as 

compared to $0.30 per share for the first quarter of 2009. 

• Basic and diluted loss per common share of $0.20 per share versus a loss of $0.38 

per share for the first quarter of 2009. 

* Please see the reconciliation of non-GAAP financial measures and Regulation G 

disclosure later in this press release. 

Business Highlights 

• Awarded contracts for the implementation of demand-side management programs 

in Con Edison and Orange & Rockland utility territories and in Northern New 

Jersey for a program administered by the New Jersey Office of Clean Energy 

• Awarded additional contracts from the United States Postal Service (USPS) to 

develop and implement energy efficiency projects for USPS facilities in select 

regions 

• Selected by GEMSA Power Buyer and Power Buyer Green to provide members 

with energy efficiency solutions. 

• Promoted David Krueger to President of the Commercial and Industrial Division 

• Awarded engineering contracts for energy audits of municipal buildings in 

Allegheny County, PA and Sandy UT 

• Achieved a cumulative 50 million kWh of savings, $6 million in energy savings 

and over $1.2 million in rebates from over 30 utility providers for bank customers 

through energy efficiency improvements in 4,800 bank branches in 45 states and 

5 million square feet of administration buildings and data centers. 

Financial Outlook 

We remain optimistic on the growth opportunities in each of our markets and 

continue to expect our total revenue for 2010 to be between $95 million and $100 

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million with an adjusted EBITDA loss of between $3 million and $4 million. Our 

backlog remains at $94 million which is the largest and most diversified backlog 

in our history. We also continue to expect our revenue to be heavily weighted 

toward the third and fourth quarters due to the combination of the expected timing 

of public sector projects, the continuing ramp up of our utility program 

management business and the typical seasonal pattern of revenue for our C&I 

business. We therefore expect second quarter revenue to be between $16 million 

and $16.5 million. 

27. On May 13, 2010, the Company filed its Form 10-Q for the first quarter of fiscal 

2010. The Company’s 10-Q was signed by Defendants Asplund and Misratz and reaffirmed the 

Company’s financial results previously announced on May 13, 2010. The Company’s Form 10-

Q also contained Sarbanes-Oxley (“SOX”) certifications signed by Defendants Asplund and 

Mistarz, who certified: 

1. I have reviewed this quarterly report on Form 10-Q of Lime Energy 

Co. (the “Registrant”); 

2. Based on my knowledge, this report does not contain any untrue 

statement of a material fact or omit to state a material fact necessary to make the 

statements made, in light of the circumstances under which such statements were 

made, not misleading with respect to the period covered by this report; 

3. Based on my knowledge, the financial statements, and other financial 

information included in this report, fairly present in all material respects the 

financial condition, results of operations and cash flows of the Registrant as of, 

and for, the periods presented in this report; 

4. The Registrant’s other certifying officer and I are responsible for 

establishing and maintaining disclosure controls and procedures (as defined in 

Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial 

reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the 

Registrant and have: 

a. designed such disclosure controls and procedures, or caused such 

disclosure controls and procedures to be designed under our supervision, to ensure 

that material information relating to the Registrant, including its consolidated 

subsidiaries, is made known to us by others within those entities, particularly 

during the period in which this report is being prepared; 

b. designed such internal control over financial reporting, or caused such 

internal control over financial reporting to be designed under our supervision, to 

provide reasonable assurance regarding the reliability of financial reporting and 

the preparation of financial statements for external purposes in accordance with 

generally accepted accounting principles; 

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c. evaluated the effectiveness of the Registrant’s disclosure controls and 

procedures and presented in this report our conclusions about the effectiveness of 

the disclosure controls and procedures, as of the end of the period covered by this 

report based on such evaluation; and 

d. disclosed in this report any change in the Registrant’s internal control 

over financial reporting that occurred during the Registrant’s most recent fiscal 

quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that 

has materially affected, or is reasonably likely to materially affect, the 

Registrant’s internal control over financial reporting; and 

5. The Registrant’s other certifying officer and I have disclosed, based on 

our most recent evaluation of internal control over financial reporting, to the 

Registrant’s auditors and the Audit Committee of the Registrant’s Board of 

Directors (or persons performing the equivalent functions): 

a. all significant deficiencies and material weaknesses in the design or 

operation of internal control over financial reporting which are reasonably likely 

to adversely affect the Registrant’s ability to record, process, summarize and 

report financial information; and 

b. any fraud, whether or not material, that involves management or other 

employees who have a significant role in the Registrant’s internal controls over 

financial reporting. 

Defendants Asplund and Mistarz also certified the following on the Company’s Form 10-

K: 

I, (the undersigned), certify pursuant to 18 U.S.C. §1350, as adopted pursuant to 

§906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and 

belief: 

 

 1. The Quarterly Report Under Section 13(a) or 15(d) of the Securities 

Exchange Act of 1934 on Form 10-Q for the Quarterly Period ended March 31, 

2010 fully complies with the requirements of Section 13(a) or 15(d) of the 

Securities Exchange Act of 1934; and 

 

 2. The information contained in the Quarterly Report Under Section 13 or 

15(d) of the Securities Exchange Act of 1934 on Form 10-Q for the Quarterly 

Period ended March 31, 2010 fairly presents, in all material respects, the financial 

condition and results of operations of Lime Energy Co. and its subsidiaries. 

28. Defendants Asplund and Mistarz provided a substantially similar certification in 

each of the Company’s Form 10-K’s and Form 10-Q’s during the Class Period, through the filing 

of Lime’s Form 10-Q for the first quarter of fiscal 2011, on May 12, 2011. After Defendant 

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Asplund stepped down as the Company’s Chief Executive Officer in May 2011, Defendants 

O’Rourke and Mistarz provided a substantially similar certification in each of the Company’s 

Form 10-K’s and Form 10-Q’s during the remainder of the Class Period. 

29. On August 10, 2010, Lime issued a press release announcing its financial and 

operating results for the second quarter of fiscal 2010, ending June 30, 2010. The press release 

stated in pertinent part as follows: 

ELK GROVE VILLAGE, IL, August 10, 2010--Lime Energy Co. (NASDAQ: 

LIME), a leading provider of energy efficiency solutions, today announced its 

results for the three-month and six-month periods ended June 30, 2010. “The 

second quarter came in better than expected,” stated David Asplund, Chief 

Executive Officer, “driven by new initiatives we began investing in last year. 

These initiatives, combined with our existing businesses and strategic cost 

management, delivered overall revenue growth and improved operating leverage 

demonstrating the power of our diversified service platform.” 

“Our consolidated revenue for the second quarter of 2010 increased $1.7 million 

or 10.8% when compared to year earlier period,” continued Mr. Asplund. 

“Revenue from our commercial and industrial business (C&I) declined slightly 

while revenue from our public sector markets was down approximately $3.6 

million as compared to the second quarter of 2009. Offsetting these declines was 

an increase of $4.5 million from our new utility program management business 

and $1.2 million earned under our new US Army Corp of Engineer contract. We 

began these new initiatives in late 2009 and believe they will generate meaningful 

revenue going forward. We expect conditions in our C&I and public sector 

markets to improve during the balance of the year. With an extensive breadth of 

energy efficiency and renewable energy solutions, a diversified customer base in 

the private, public and utility markets, a national footprint and a scalable 

infrastructure which we believe will deliver long term growth with consistent 

earnings, we remain very optimistic on the future and our growth opportunities in 

each of our markets,” concluded Mr. Asplund. 

Results for the three-month period ended June 30, 2010: 

• Revenue of $17.5 million, a $1.7 million or 10.8% increase when compared to 

$15.8 million for the second quarter of 2009. 

• Gross profit of $4.2 million, a $1.3 million increased from the $2.8 million earned 

during the second quarter of 2009. 

• Gross profit margin of 23.9% as compared to 18.0% earned during the second 

quarter of 2009. 

• Loss from continuing operations of $2.0 million, compared to a loss from 

continuing operations of $3.4 million for the three-month period ended June 30, 

2009. 

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• Net loss available to common stockholders of $2.0 million, compared to a loss of 

$4.7 million for the second quarter of 2009. 

• Adjusted EBITDA loss of $1.4 million, compared to the $2.1 million loss 

recorded for the second quarter of 2009*. 

• Basic and diluted loss per common share from continuing operations of $0.09 as 

compared to $0.31 per share for the second quarter of 2009. 

• Basic and diluted loss per common share of $0.09 per share versus a loss of $0.36 

per share for the second quarter of 2009. 

Results for the six-month period ended June 30, 2010: 

• Revenue of $29.3 million, a $0.2 million or 0.7%, decrease from the $29.5 million 

earned during the first six months of 2009. 

• Gross profit of $6.0 million, a $0.4 million or 7.1%, increase from $5.6 million 

earned during the first six months of 2009. 

• Gross profit margin of 20.6% compared to 19.1% for the first half of 2009. 

• Loss from continuing operations of $6.7 million, an increase of $91 thousand or 

1.4% compared to a loss of $6.6 million for the year earlier period. 

• Net loss available to commons stockholders of $6.7 million, a reduction of $2.2 

million or 24.1%, compared to $8.9 million for the six-month period ended June 

30, 2010. 

• Adjusted EBITDA loss of $5.5 million, compared to the $3.8 million loss 

recorded for the six-month period ended June 30, 2009*. 

• Basic and diluted loss per common share from continuing operations of $0.29 as 

compared to $0.71 per share for the six-month period ended June 30, 2009. 

• Basic and diluted loss per common share of $0.29 per share versus a loss of $0.80 

per share for the six-month period ended June 30, 2009. 

* Please see the reconciliation of non-GAAP financial measures and Regulation G 

disclosure later in this press release. 

Business Highlights 

• Awarded contract to implement the direct install component of New Jersey’s lean 

Energy Program in Bergen, Essex and Hudson counties providing program 

marketing, project development and engineering, material procurement, database 

administration and turnkey project implementation 

• Awarded a $7.9 million contract by the U.S. Army Corp of Engineers to design 

and build the new Dewey Short Conservation Center 

• Named one of the fastest growing companies in the Chicago area by Crain’s 

Chicago Business 

Financial Outlook 

We continue to expect our total revenue for 2010 to be between $95 million and 

$100 million with an adjusted EBITDA loss of between $3 million and $4 

million. Our current backlog is at $88 million. Our revenue is expected to be 

heavily weighted in the second half of this year due to the combination of the 

expected timing of public sector projects, the continuing ramp up of our utility 

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program management business and the typical seasonal pattern of revenue for our 

C&I business. We therefore expect third quarter revenue to be between $27 

million and $29 million. 

30. On August 10, 2010, the Company filed its Form 10-Q for the second quarter of 

fiscal 2010, which was signed by Defendants Asplund and Mistarz and contained SOX 

certifications signed by Defendants Asplund and Mistarz. The Form 10-Q reaffirmed the 

financial results presented in the Company’s August 10, 2010 press release. 

31. On November 8, 2010, Lime issued a press release announcing its financial and 

operating results for the third quarter of fiscal 2010, ending September 31, 2010. The press 

release stated in pertinent part as follows: 

ELK GROVE VILLAGE, IL, November 8, 2010--Lime Energy Co. 

(NASDAQ: LIME), a leading provider of energy efficiency solutions, today 

announced its results for the three-month and nine-month periods ended 

September 30, 2010. “The third quarter came in as expected driven again by new 

initiatives we began investing in last year”, stated David Asplund, Chief 

Executive Officer. “These initiatives, combined with our existing businesses and 

strategic cost management, delivered positive adjusted EBITDA for the quarter.” 

“Our consolidated revenue for the third quarter of 2010 increased 33.7% when 

compared to the year earlier period demonstrating again the capability and 

increasing momentum of our diversified service platform,” continued Mr. 

Asplund. “The majority of this increase was from our utility and US Army Corp 

of Engineers Federal Direct program initiatives which we believe will continue to 

generate meaningful revenue going forward. Revenue from our commercial and 

industrial (C&I) business declined slightly in the quarter due to continued caution 

by corporate customers in their capital expenditures. Revenue from our public 

sector markets for the quarter increased slightly as business activity improved. We 

expect conditions in both our C&I and public sector markets to improve during 

the balance of the year. With an extensive breadth of energy efficiency and 

renewable energy solutions, diversified markets, diversified customer base, 

national footprint and scalable infrastructure, we remain very optimistic on the 

future and our growth opportunities given the power of our diversified service 

platform.” concluded Mr. Asplund. 

Results for the three-month period ended September 30, 2010: 

• Revenue of $28.1 million, a $7.1 million or 33.7% increase when compared to 

$21.0 million for the third quarter of 2009. 

• Gross profit of $6.0 million, a $1.5 million or 33.4% increase from the $4.5 

million earned during the third quarter of 2009. 

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• Gross profit margin of 21.3%, unchanged from the 21.3% earned during the third 

quarter of 2009. 

• Loss from continuing operations of $382 thousand, compared to a loss from 

continuing operations of $3.5 million for the three-month period ended September 

30, 2009. 

• Net loss available to common stockholders of $382 thousand, compared to a loss 

of $4.2 million for the third quarter of 2009. 

• Adjusted EBITDA increased $892 thousand to $182 thousand, compared to a loss 

of $704 thousand for the third quarter of 2009*. 

• Basic and diluted loss per common share from continuing operations of $0.02 as 

compared to $0.24 per share for the third quarter of 2009. 

• Basic and diluted loss per common share of $0.02 per share versus a loss of $0.26 

per share for the third quarter of 2009. 

Results for the nine-month period ended September 30, 2010: 

• Revenue of $57.4 million, a $6.9 million or 13.6%, increase from the $50.5 

million earned during the first nine months of 2009. 

• Gross profit of $12.0 million, a $1.9 million or 18.8%, increase from $10.1 

million earned during the first nine months of 2009. 

• Gross profit margin of 21.0% compared to 20.0% for the first nine months of 

2009. 

• Loss from continuing operations of $7.1 million, a decrease of $3.0 million or 

29.8% compared to a loss of $10.1 million for the year earlier period. 

• Net loss available to common stockholders of $7.1 million, a reduction of $5.9 

million or 45.6%, compared to $13.1 million for the nine-month period ended 

September 30, 2010. 

• Adjusted EBITDA loss of $5.3 million, compared to the $4.5 million loss 

recorded for the nine-month period ended September 30, 2009*. 

• Basic and diluted loss per common share from continuing operations of $0.30 as 

compared to $0.87 per share for the nine-month period ended September 30, 

2009. 

• Basic and diluted loss per common share of $0.30 per share versus a loss of $0.98 

per share for the nine-month period ended September 30, 2009. 

* Please see the reconciliation of non-GAAP financial measures and Regulation G 

disclosure later in this press release. 

Business Highlights 

• Awarded contract to provide energy efficient lighting solutions for Los Angeles 

County Metro Transit Authority. 

• Awarded contract to provide energy efficiency, solar thermal and water 

conservation solutions for ESCO partner at over 30 fire department facilities in 

Baltimore. 

• Formed strategic partnership with 4tell Solutions to develop an integrated energy 

efficiency engineering platform that provides a cost effective solution to quickly 

evaluate our Customers’ energy efficiency opportunities and carbon footprints. 

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• Received the B.E.S.T. in Baking award (Becoming Environmentally Sustainable 

Together) for work with Sara Lee in saving energy and reducing operating costs. 

Financial Outlook 

We continue to expect our total revenue for 2010 to be between $95 million and 

$100 million with an adjusted EBITDA loss of between $3 million and $4 

million. Our current backlog is at $84 million. 

32. On November 8, 2010, the Company filed its Form 10-Q for the third fiscal 

quarter of 2010, which was signed by Defendant Asplund and Mistarz and contained SOX 

certifications signed by Defendant Asplund and Mistarz. The Form 10-Q reaffirmed the 

financial results presented in the Company’s November 8, 2010 press release. 

33. On March 10, 2011, Lime issued a press release announcing the Company’s 

financial and operating results for the fourth quarter and fiscal year ending December 31, 2010. 

The press release stated in pertinent part as follows: 

ELK GROVE VILLAGE, IL, March 10, 2011--Lime Energy Co. (NASDAQ: 

LIME), a leading provider of energy efficiency and renewable energy solutions, 

today announced its results for the three and twelve month periods ended 

December 31, 2010. “The fourth quarter of 2010 highlights the ‘Power of the 

Platform’” stated David Asplund, Chief Executive Officer of Lime Energy. “It 

illustrates what we have been saying for a while, that the key to us generating 

sustained profitability is to deliver strong revenue growth, hold or improve our 

gross margins and control the growth of our SG&A. During the 4th quarter last 

year we increased our revenue by 89%, while decreasing our SG&A by 4.5% and 

increasing our gross margin by 6.4 percentage points, resulting in our first GAAP 

profit in the Company’s history. On a full year basis, revenue grew 35%, gross 

margins by 15% while SG&A grew 8%. SG&A as a percentage of revenue fell to 

27.0% of revenue compared to 33.8% for 2009. While this was a meaningful 20% 

reduction, we remain committed to reducing this to the mid-teens over the next 

several years. Since re-making the company in 2006, we have grown revenue 

three times faster than SG&A with revenue having grown at a 104.3% 

compounded annual growth rate (CAGR) while SG&A increased at a 29.9% 

CAGR. Getting to sustained profitability remains our top objective, and we took 

significant strides toward achieving this goal during 2010.” 

“These results are also a real testament to the hard work and dedication of the 

people at Lime Energy,” continued Mr. Asplund. “With over 400 employees in 23 

offices nationwide, we offer our clients independent, technology agnostic, energy 

efficiency and renewable energy solutions which help them save money, improve 

their facilities and reduce their carbon footprint. We’re proud of what we’ve 

accomplished to date and look forward to continuing our work with our 

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commercial and industrial, utility, ESCO and public sector customers to achieve 

their energy goals.” 

Results for the three-month period ended December 31, 2010 

• Revenue increased $18.0 million or 89.0%, to $38.3 million during the threemonth period ended December 31, 2010, from $20.3 million for the same period 

in 2009. 

• Gross profit increased $5.6 million or 159.3%, to $9.0 million during the fourth 

quarter of 2010, when compared to the $3.5 million earned during the fourth 

quarter of 2009. The gross margin for the fourth quarter of 2010 was 23.6% 

compared to 17.2% for the fourth quarter of 2009. 

• Selling, general and administrative expense decreased $0.3 million or 4.5%, to 

$7.1 million during the three-month period ended December 31, 2010 from $7.4 

million for the same period in 2009. 

• Income from continuing operations was $1.9 million for the fourth quarter of 

2010, compared to a loss of $7.1 million for the fourth quarter of 2009. 

• Net income was $1.9 million for the three-month period ended December 31, 

2010, compared to a net loss of $6.5 million for three-month period ended 

December 31, 2009. 

• The basic and diluted net income per share from continuing operations for the 

fourth quarter of 2010 was $0.08 per share compared to a net loss per share from 

continuing operations of $0.26 per share for the fourth quarter of 2009. 

• Adjusted EBITDA* was $2.3 million for the three-month period ended December 

31, 2010, compared to an adjusted EBITDA loss of $3.4 million for the year 

earlier period. 

Results for the twelve-month period ended December 31, 2010 

• Revenue increased $24.9 million or 35.2%, to $95.7 million for the twelve-month 

period ended December 31, 2010, when compared to $70.8 million for the twelvemonth period ended December 31, 2009. 

• Gross profit increased $7.5 million or 54.7%, to $21.1 million for the twelve 

months ended December 31, 2010, when compared to $13.6 million for the 

twelve months ended December 31, 2009. The gross margin was 22.0% for 2010 

compared to 19.2% for 2009. 

• Selling, General and Administrative expense increased $1.9 million or 8.1%, to 

$25.9 million for the twelve-month period ended December 31, 2010, when 

compared to $23.9 million for the same period in 2009. 

• The loss from continuing operations declined $12.0 million or 69.7%, to $5.2 

million in 2010, from $17.3 million in 2009. 

• Net loss decreased $12.8 million or 70.9%, to $5.2 million during the twelvemonth period ended December 31, 2010, when compared to the $18.0 million net 

loss for the same period in 2009. 

• The basic and diluted loss per share from continuing operations declined $0.90 to 

a loss of $0.22 per share for 2010, compared to a loss of $1.12 per share for 2009. 

• Adjusted EBITDA* loss decreased $4.9 million, or 61.9%, to $3.0 for 2010, when 

compared to a loss of $7.8 million for 2009. 

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* Please see the reconciliation of non-GAAP financial measures and Regulation G 

disclosure later in this press release. 

Business Highlights 

• Leading Utility Direct Install Program provider in New York State for 2010. 

• Awarded 8 IDIQ contracts with the US Postal Service. 

• Partnered with the District of Columbia Department of Real Estate Services 

(DRES) to conduct energy audits for 9 million square feet covering 128 buildings. 

• Expanded solution offering to include electric vehicle charging stations and 

completed first such project with a Fortune 500 company. 

• Received B. E. S. T. in Baking (Becoming Environmentally Sustainable 

Together) award by the grain-based food industry for work with Sara Lee. 

• Created new business unit, Lime Energy Asset Development (LEAD) to develop, 

manage and/or own energy producing assets. 

• Purchased gas rights to Zemel Road landfill, began construction of 4.2 Mw 

landfill-gas to electricity plant on the site and entered into a 20-year power 

purchase agreement with a utility for the energy and environmental attributes to 

be generated by the facility. 

• Closed on a $7 million line of credit with American Chartered Bank. 

Financial Outlook 

We currently have about $90 million in backlog. We define backlog as projects 

which we have under formal binding contract or projects which have either been 

awarded to Lime or our ESCO customers. We currently expect our total revenue 

for 2011 to be between $122 million and $128 million with adjusted EBITDA of 

between $1.0 million and $2.0 million. We expect our first quarter revenue to be 

between $16.0 million and $17.5 million. 

34. On March 10, 2011, the Company filed its annual report with the SEC on Form 

10-K for the fiscal year ending December 31, 2011, which was signed by Defendants Asplund 

and Mistarz and contained SOX certifications signed by Defendants Asplund and Mistarz. The 

Form 10-K reaffirmed the financial results presented in the Company’s March 10, 2011 press 

release. 

35. On May 12, 2011, Lime issued a press release announcing its financial and 

operating results for the first quarter of fiscal 2011, ended March 31, 2011. The press release 

stated in pertinent part as follows: 

ELK GROVE VILLAGE, IL, May 12, 2011--Lime Energy Co. (NASDAQ: 

LIME), a leading provider of energy efficiency and renewable energy solutions,, 

today announced its results for the three-month period ended March 31, 2011. 

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“We are pleased with our first quarter results that represent our highest reported 

first quarter revenues to date,” stated David Asplund, Chief Executive Officer of 

Lime Energy. “Revenue increased in all of our markets relative to last year 

demonstrating again, the ‘Power of the Platform’. Most notable, revenue from our 

utility demand side management programs increased 200% and revenue from our 

public sector market increased approximately 50%. Revenue in our C&I market 

increased slightly even though the first quarter of the year is typically the lowest 

revenue quarter for this market. Most important, we continued to demonstrate 

financial leverage with our operating loss declining almost 22% and our adjusted 

EBITDA loss declining almost 25% during the quarter as a result of the higher 

revenue, improvement in our gross margin, increased operational efficiencies and 

a 25% decline in SG&A as a percentage of revenue.” 

“Sustained profitability remains our top objective in 2011,” concluded Mr. 

Asplund. “We believe we are well positioned to achieve that objective with an 

operating platform that provides a broad array of energy efficiency and renewable 

energy solutions for a diversified base of utility, private and public sector clients.” 

Results for the three-month period ended March 31, 2011: 

• Revenue increased $7.2 million, or 60.7%, to $19.0 million when compared to 

$11.8 million for the first quarter of 2010. 

• Gross profit increased $1.8 million, or 94.3%, to $3.6 million from $1.9 

million for the first quarter of 2010. 

• Gross profit margin of 19.0% compared to 15.7% earned during the first 

quarter of 2010. 

• SG&A expense increased $740 thousand, or 11.5%, to $7.2 million from $6.4 

million during the first quarter of 2010. 

• Operating loss declined $1 million, or 21.6% to $3.7 million from $4.7 million 

for the year earlier period. 

• Adjusted EBITDA loss declined $1 million, or 24.6%, to $3.1 million from 

$4.1 million for the first quarter of 2010*. 

• Basic and diluted loss per common share of $0.15 per share versus a loss of 

$0.20 per share for the first quarter of 2010. 

* Please see the reconciliation of non-GAAP financial measures and Regulation G 

disclosure later in this press release. 

Business Highlights 

• Closed on a $7 million line of credit with American Chartered Bank; 

• Awarded two new contracts from the US Postal Service for up to $19.8 

million to develop and implement energy efficiency projects; 

• Expanded relationship with General Electric to promote greater energy 

efficiency among businesses; 

• Partnered with the District of Columbia Department of Real Estate Services to 

conduct energy audits for 128 buildings covering 9 million square feet; 

• Began construction of 4.2MW landfill-gas to electricity plant at Zemel Road 

landfill; and 

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• Awarded multi-year contract for Long Island Power Authority (LIPA) small 

business energy efficiency program. 

Financial Outlook 

We expect to continue to experience higher revenue for the balance of the year, 

relative to 2010 levels. Our revenue is also expected to continue to be seasonal, 

with revenue continuing to build throughout the year. We currently have about 

$126 million in backlog, and expect our second quarter revenue to be between 

$24 million and $26 million. 

36. On May 12, 2011, the Company filed its Form 10-Q for the first fiscal quarter of 

2011, which was signed by Defendant Asplund and Mistarz and contained SOX certifications 

signed by Defendant Asplund and Mistarz. The Form 10-Q reaffirmed the financial results 

presented in the Company’s May 12, 2011 press release. 

37. On August 8, 2011, Lime issued a press release announcing its financial and 

operating results for the second quarter of fiscal 2011, ended June 30, 2011. The press release 

stated in pertinent part as follows: 

HUNTERSVILLE, NC, August 8, 2011--Lime Energy Co. (NASDAQ: LIME), 

a leading provider of energy efficiency and renewable energy solutions, today 

announced its results for the three-month and six-month periods ended June 30, 

2011. “Our results for the second quarter and first half of the year were in line 

with our expectations,” stated John O’Rourke, Lime Energy’s CEO and President. 

“Our utility program management business continues to show strong growth, with 

revenue up 77% over the second quarter and 114% over the first six months of 

2010. Our public sector markets continue their rebound from a soft first half of 

2010, with revenue up 23% and 30% from the second quarter and first half of 

2010, respectively. Our C&I market, which was the focus of our recent 

restructuring, continues to reposition and refine its business strategy. Its revenue 

was down 17% for the quarter and 7% through the first six months of 2011. The 

restructuring we initiated during the second quarter was aimed at reducing costs, 

increasing operating efficiencies, and streamlining the organization to better align 

the SG&A supporting the C&I market with its expected revenue and to better 

integrate it with the operations of our public sector and utility group. We remain 

firmly committed to this market and believe that the reorganization will not only 

reduce costs, but permit us to increase our focus in this market in those niches 

where we have the greatest competitive advantages and offer compelling solutions 

for our customers. Despite this softness in the C&I market, we are feeling very 

good about our prospects for the balance of the year. Our backlog of contracted 

and awarded business increased substantially during the quarter across all our 

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markets to almost $190 million, which is more than double what it was at the 

beginning of the year.” 

Results for the three-month period ended June 30, 2011:

• Revenue increased $6.8 million, or 38.6%, to $24.3 million when compared to 

$17.5 million for the second quarter of 2010. 

• Gross profit increased $0.3 million, or 7.3%, to $4.5 million from $4.2 million for 

the second quarter of 2010. 

• Gross profit margin of 18.5% compared to 23.9% earned during the second 

quarter of 2010. 

• SG&A expense increased $0.7 million, or 11.5%, to $6.8 million from $6.1 

million during the second quarter of 2010. 

• Operating loss increased $1.5 million to $3.6 million from $2.1 million for the 

year earlier period. The second quarter of 2011 included a $1.1 million 

restructuring charge. 

• The net loss increased $1.5 million to $3.5 million from $2.0 million for the threemonth period ended June 30, 2010. 

• Adjusted EBITDA loss increased $0.4 million to $1.8 million from $1.4 million 

for the second quarter of 2010*. 

• Basic and diluted loss per common share of $0.15 per share versus a loss of $0.09 

per share for the second quarter of 2010. The restructuring reserve contributed 

$0.05 per share to the loss during the first half of 2011. 

Results for the six-month period ended June 30, 2011:

• Revenue increased $13.9 million, or 47.5%, to $43.2 million when compared to 

$29.3 million for the first half of 2010. 

• Gross profit increased $2.1 million, or 34.1%, to $8.1 million from $6.0 million 

for the first half of 2010. 

• Gross profit margin of 18.8% compared to 20.6% earned during the first half of 

2010. 

• SG&A expense increased $1.4 million, or 11.5%, to $14.0 million from $12.5 

million during the first half of 2010. 

• Operating loss increased $0.5 million to $7.3 million from $6.8 million for the 

year earlier period. The first half of 2011 included a $1.1 million restructuring 

charge. 

• The net loss increased $0.5 million to $7.2 million from $6.7 million for the sixmonth period ended June 30, 2010. 

• Adjusted EBITDA loss decreased $0.6 million to $4.9 million from $5.5 million 

for the first half of 2010*. 

• Basic and diluted loss per common share of $0.30 per share versus a loss of $0.28 

per share for the first half of 2010. The restructuring reserve contributed $0.05 per 

share to the loss during the first half of 2011. 

* Please see the reconciliation of non-GAAP financial measures and Regulation G 

disclosure later in this press release. 

Business Highlights

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• Named John O’Rourke CEO and President of Lime Energy and David Asplund as 

its Executive Chairman. 

• Initiated restructuring to improve operating efficiencies which is anticipated to 

reduce SG&A by $3 million in 2012 and $600 thousand in 2011, after the $1.1 

million restructuring charge. 

• Approved as a partners under the Pay for Performance Program in New 

Hampshire permitting Lime to offer significant incentives to its customers in New 

Hampshire for implementing energy efficiency upgrade projects. 

• Appointed John O’Rourke and Pradeep Kapadia to our Board of Directors adding 

two individuals with decades of industry experience to our Board. 

• Named as the fourth fastest growing company in the Chicago area by Crain’s 

Chicago. This was the third year in a row that Lime Energy has been named to 

Crain’s Fast Fifty. 

Financial Outlook

We expect to continue to experience higher revenue for the balance of the year, 

relative to 2010 levels. Our revenue is also expected to continue to be seasonal, 

with revenue continuing to build throughout the year. We currently have about 

$190 million in backlog, and expect our third quarter revenue to be between $30 

million and $35 million. Our backlog includes signed and awarded contracts, 

including multi-year contracts under utility programs. 

38. On August 8, 2011, the Company filed its Form 10-Q for the second quarter of 

fiscal 2011, which was signed by Defendants O’Rourke and Mistarz and contained SOX 

certifications signed by Defendants O’Rourke and Mistarz. The Form 10-Q reaffirmed the 

financial results presented in the Company’s August 8, 2011 press release. 

39. On November 8, 2011, Lime issued a press release announcing its financial and 

operating results for the third quarter of fiscal 2011, ended September 30, 2011. The press 

release stated in pertinent part: 

HUNTERSVILLE, NC, November 8, 2011--Lime Energy Co. (NASDAQ: 

LIME), a leading provider of energy efficiency and clean energy solutions, today 

announced its results for the three-month and nine-month periods ended 

September 30, 2011. “The business continues to perform well and is lining up for 

a strong finish to the year,” commented John O’Rourke, Lime Energy’s President 

and CEO. “Increased revenue, improved gross margins and controlled growth in 

our SG&A contributed to generate the first GAAP profitable third quarter in the 

Company’s history. The restructuring we implemented in May is already paying 

dividends in the form of increased internal efficiencies as evidenced by the 1.9% 

increase in SG&A expense while revenues increased by 14.7% over the same 

period. Not reflected in the third quarter results is the fact that we largely 

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completed the Zemel Road landfill-gas to electricity project during the quarter, 

with the facility going into commercial operation in early October—a significant 

milestone for our strategically important asset development business. We enter 

the fourth quarter with a backlog of $227 million feeling confident about our 

ability to finish the year on a high note.” 

Results for the three-month period ended September 30, 2011: 

• Revenue increased $4.1 million, or 14.7%, to $32.2 million when compared to 

$28.1 million for the third quarter of 2010. 

• Gross profit increased $1.1 million, or 18.0%, to $7.1 million from $6.0 million 

for the third quarter of 2010. 

• Gross profit margin of 21.9% compared to 21.3% earned during the third quarter 

of 2010. 

• SG&A expense increased $122 thousand, or 1.9%, to $6.4 million from $6.3 

million during the third quarter of 2010. 

• Operating income of $344 thousand as compared to an operating loss of $431 

thousand for the third quarter of 2010. The 2011 third quarter results included a 

$172 thousand restructuring charge, $115 thousand of which was the loss on the 

sale of real estate. 

• The net income of $359 thousand compared to a net loss of $382 thousand for the 

three-month period ended September 30, 2010. 

• Adjusted EBITDA increased $1.1 million to $1.3 million when compared to $180 

thousand for the third quarter of 2010*. 

• Basic and diluted income per common share of $0.02 per share versus a loss of 

$0.02 per share for the third quarter of 2010. 

Results for the nine-month period ended September 30, 2011: 

• Revenue increased $18.0 million, or 31.4%%, to $75.4 million when compared to 

$57.4 million for the first nine months of 2010. 

• Gross profit increased $3.1 million, or 26.1%, to $15.1 million from $12.0 million 

for the first nine months of 2010. 

• Gross profit margin of 20.1% compared to 21.0% earned during the first nine 

months of 2010. 

• SG&A expense increased $1.6 million, or 8.3%, to $20.4 million from $18.8 

million during the first nine months of 2010. 

• Operating loss declined by $303 thousand to $6.9 million from $7.2 million for 

the nine-month period ended September 2010. The first nine months of 2011 

included a $1.3 million restructuring charge. 

• The net loss declined by $234 thousand to $6.9 million from $7.1 million for the 

nine-month period ended September 30, 2010. 

• Adjusted EBITDA loss decreased by $1.7 million to $3.6 million from $7.1 

million for the first nine months of 2010*. 

• Basic and diluted loss per common share of $0.29 per share versus a loss of $0.30 

per share for the first nine months of 2010. The restructuring reserve contributed 

$0.05 per share to the loss during the first nine months of 2011. 

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*Please see the reconciliation of non-GAAP financial measures and Regulation G 

disclosure later in this press release. 

Business Highlights 

• Completed work on the 2.8 megawatt Zemel Road landfill-gas to electricity 

project in Punta Gorda, Florida. 

• Closed on $3.6 million financing for the Zemel Road project. 

• Listed as a FlexTech Program Provider for NYSERDA, New York State Energy 

Research and Development Authority. 

• Completed first energy efficiency project under New Jersey’s Pay for 

Performance Program for AtlantiCare Regional Medical Center. 

• Expanded work with AMF Bowling Centers to provide smart grid, web-based, 

building automation systems enabling demand response. 

• Relocated Corporate headquarters to Huntersville, North Carolina. 

Financial Outlook 

We expect our fourth quarter to be a record quarter in terms of revenue and 

earnings, with revenue projected to be between $47 million and $53 million. We 

currently have about $227 million in backlog, of which approximately $80 million 

will be converted to revenue during 2012. Our backlog includes signed and 

awarded contracts, including multi-year contracts under utility programs and $31 

million representing 20 years of revenue under contracts for the sale of output 

from our Zemel Road project. 

40. On November 8, 2011, the Company filed its Form 10-Q for the third quarter of 

fiscal 2011, which was signed by Defendants O’Rourke and Mistarz and contained SOX 

certifications signed by Defendants O’Rourke and Mistarz. The Form 10-Q reaffirmed the 

financial results presented in the Company’s November 8, 2011 press release. 

41. On March 8, 2012, Lime issued a press release announcing the Company’s 

financial and operating results for the fourth quarter and fiscal year ending December 31, 2011. 

The press release stated in pertinent part as follows: 

HUNTERSVILLE, NC, March 8, 2012 - Lime Energy Co. (NASDAQ: LIME), a

leading provider of clean energy solutions, today announced its results for the 

three and twelve month periods ended December 31, 2011. “Our businesses 

focused on the utility, public sector and federal markets performed very well 

during 2011, increasing their combined revenue by 42% and expanding their 

gross profit margins,” commented John O’Rourke, Lime Energy’s President and 

CEO. “This was masked however, by the poor performance of our C&I business 

and the associated restructuring charge and asset impairment we took during the 

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year. Our C&I market saw its revenue decline over 27% and its gross margin 

shrank by 35% as large customers, particularly banks, continued to hold back on 

significant expenditures due to uncertainty regarding the outlook for their 

businesses. The restructuring we implemented in 2011 was undertaken to address 

the slowdown in the C&I market and we feel confident that we have dramatically 

reduced the costs associated with this market and our dependence on this market 

as a major source of revenue going forward. We have not abandoned this market, 

but we have realigned our costs so that we can be profitable at a much lower 

revenue level. When this market comes back, as we anticipate it will, we will be 

better positioned to grow with it without taking significant risk regarding the 

timing of the recovery. In contrast to our expectations regarding the C&I market, 

we expect continued growth in revenue and profitability from our other 

businesses in 2012.” 

Results for the three-month period ended December 31, 2011

• Revenue increased $6.3 million, or 16.5%, to $44.7 million from $38.3 million for 

the fourth quarter of 2010. 

• Gross profit increased $232 thousand, or 2.6%, to $9.3 million from $9.0 million 

earned during the fourth quarter of 2010. 

• Selling, general & administrative expense increased $810 thousand, or 11.4%, to 

$7.9 million from $7.1 million in the year-earlier period. 

• Operating income declined $6.5 million to a loss of $4.7 million from income 

$1.8 million in 2010. The 2011 fourth quarter included a $5.8 million impairment 

loss related to the write-down of the goodwill resulting from acquisitions 

associated with the C&I market. 

• Net loss increased $6.6 million, to $4.7 million from net income of $1.9 million 

for the fourth quarter of 2010. 

• Basic and diluted loss per common share of $0.20 per share versus income of 

$0.08 per share for the fourth quarter of 2010. The impairment loss contributed 

$0.25 per share to the basic and diluted loss per share during the fourth quarter of 

2011. 

• Adjusted EBITDA* declined $156 thousand, or 6.7%, to $2.2 million from $2.3 

million for the fourth quarter of 2010. 

Results for the twelve-month period ended December 31, 2011

• Revenue increased $24.4 million, or 25.5%, to $120.1 million from $95.7 million 

for 2010. 

• Gross profit increased $3.4 million, or 16%, to $24.4 million, from $21.1 million 

in 2010. 

• Selling, general & administrative expense increased $2.4 million, or 9.2%, to 

$28.3 million from $25.9 million in 2010. 

• The operating loss increased $6.2 million to $11.6 million from $5.4 million in 

2010. The 2011 results include a $1.3 million restructuring charge and $5.8 

million impairment loss related to the write-down of the goodwill resulting from 

acquisitions associated with the C&I market. 

• The net loss increased $6.3 million, or 121%, to $11.6 million from $5.2 million 

in 2010. 

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• Basic and diluted loss per common share of $0.49 per share versus a loss of $0.22 

per share for 2010. The restructuring charge and impairment loss contributed 

$0.30 to the 2011 basic and diluted loss per share.

• Adjusted EBITDA* loss declined $1.6 million, or 52.0%, to $1.4 million from 

$3.0 million in 2010. 

* Please see the reconciliation of non-GAAP financial measures and Regulation G 

disclosure later in this press release. 

Fourth Quarter Business Highlights

• The Zemel Road landfill-gas to electricity facility was completed and began 

selling its output in October 2011. 

• The Zemel Road facility was recognized as the project of the year by the U.S. 

Environmental Protection Agency’s Landfill Method Outreach Program for its 

innovations in clean energy. 

• Awarded a contract by NSTAR Electric & Gas to provide comprehensive electric 

and gas energy efficiency upgrades to small and mid-size businesses in Newton, 

Dedham, Needham and Westwood, Massachusetts 

• Completed design and installation of 90 electric vehicle charging stations to 

charge delivery vehicles for a Fortune 500 food manufacturer. 

• Recognized as a Leader in Clean Energy by Consolidated Edison's Green Team 

• Awarded a contract to complete building systems inventory and energy auditing 

services on behalf of the USAR 99th RSC and 63rd RSC buildings through the 

U.S. Department of Justice, Federal Prison Industries, Inc. (UNICOR) 

Financial Outlook

We currently have about $234 million in backlog, of which we expect $116 

million to convert to revenue during 2012. We define backlog as projects which 

we have under formal binding contract or projects which have either been 

awarded to Lime or our ESCO customers. We currently expect our total revenue 

for 2012 to be between $143 million and $152 million with adjusted EBITDA of 

between $4 million and $5 million. We expect our first quarter revenue to be 

between $17 million and $20 million. 

42. On March 16, 2012, the Company filed its annual report with the SEC on Form 

10-K for the fiscal year ending December 31, 2011, which was signed by Defendant O’Rourke, 

Asplund, and Mistarz, and contained SOX certifications signed by Defendants O’Rourke and 

Mistarz. The Form 10-K reaffirmed the financial results presented in the Company’s March 8, 

2012 press release. 

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43. On May 10, 2012, Lime issued a press release announcing its financial and 

operating results for the first quarter of fiscal 2012, ending March 31, 2012. The press release 

stated in pertinent part as follows: 

HUNTERSVILLE, NC, May 10, 2012--Lime Energy Co. (NASDAQ: LIME), a 

leading provider of energy efficiency and clean energy solutions, today 

announced its results for the three-month period ended March 31, 2012. “The first 

quarter results were in line with our expectations for what has traditionally been 

our seasonally slowest quarter of the year,” commented John O’Rourke, Lime 

Energy’s President and CEO. “The quarter’s results included a 16% year-overyear increase in our core energy efficiency business, led by strong first quarter 

growth in our utility market segment. This was offset by an expected drop off in 

revenue from our large C&I direct sales business as a result of our decision last 

year to reduce and redeploy our sales force toward our fast growing and very 

successful utility program direct install efforts. We have added four new utility 

contracts since the beginning of the year, bringing our total utility contracts to 

seven from only two this time last year. We are confident in our trajectory and 

expect a particularly strong second half as these utility programs ramp and further 

contribute to this year’s expected results.” 

Results for the three-month period ended March 31, 2012

• Revenue declined 3.5% or $659 thousand, to $18.3 million from $19.0 million for 

the first quarter of 2011. 

• Gross profit declined 8.1% or $291 thousand to 3.3 million from $3.6 million for 

the first quarter of 2011. 

• Gross profit margin of 18.1% compared to 19.0% earned during the first quarter 

of 2011. 

• SG&A expense increased 6.8% or $489 thousand, to $7.7 million from $7.2 

million during the first quarter of 2011. 

• Operating loss of $4.5 million compared to an operating loss of $3.7 million for 

the first quarter of 2011. 

• A net loss of $4.6 million compared to a net loss of $3.7 million for the threemonth period ended March 31, 2011. 

• Adjusted EBITDA loss of $3.5 million compared to a loss of $3.1 million for the 

first quarter of 2011*. 

• Basic and diluted loss of $0.19 per share versus a loss of $0.15 per share for the 

first quarter of 2011. 

* Please see the reconciliation of non-GAAP financial measures and Regulation G 

disclosure later in this press release. 

Business Highlights

• Awarded four new multi-year utility contracts representing approximately $65 

million in future revenue opportunities; 

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• Completed work on the Dewey Short visitor center in Branson, Missouri, a LEED 

gold certified building constructed under the Army Corps of Engineers Facility 

Repair and Renewal contract; 

• $12 million in Public sector wins thru ESCOs and regional partnerships; and 

• Maintained a strong backlog of $224 million. 

Financial Outlook

We expect our second quarter revenue projected to be between $24 million and 

$28 million. We currently have about $224 million in backlog, of which 

approximately $106 million is expected to convert to revenue during the balance 

of 2012. Our backlog includes signed and awarded contracts, including multi-year 

contracts under utility programs and power purchase agreements. We are 

reiterating our revenue guidance of $143 million for the year. 

44. On May 10, 2012, the Company filed its Form 10-Q for the first quarter of fiscal 

2012, which was signed by Defendants O’Rourke and Mistarz and contained SOX certifications 

signed by Defendants O’Rourke and Mistarz. The Form 10-Q reaffirmed the financial results 

presented in the Company’s May 10, 2012 press release. 

C. The Truth Comes to Light

45. Significant problems with Lime’s financial reporting were disclosed on July 17, 

2012. On this date, Lime issued a press release entitled, “Lime Energy Announces Results of 

Preliminary Internal Review.” The press release provided in pertinent part as follows: 

Huntersville, NC, July 17, 2012 -- Lime Energy Co. (NASDAQ: LIME) today 

announced that on Sunday, July 15, 2012, the Audit Committee of the Board of 

Directors of Lime Energy Co. (the “Company”) determined that the Company’s 

consolidated financial statements on Form 10-K for the periods ended December 

31, 2010 and December 31, 2011 and quarterly report on Form 10-Q for the 

period ended March 31, 2012 (the “affected financial statements”) may no longer 

be relied upon. The Audit Committee made that determination based on the 

results of a partial internal review conducted by the Company’s management 

which was concluded on Friday, July 13, 2012. 

 

Based on the results of that partial internal review, the Company’s management 

and the Audit Committee believe that some portion of the Company’s revenue 

was improperly recorded. In some cases, it appears that non-existent revenue may 

have been recorded. In other cases, it appears that revenue may have been 

recorded earlier than it should have been. The review did not turn up any 

indication of improper customer billing. 

 

The Company cannot make a reliable estimate of the magnitude of the 

misreported revenue or the effects on the affected financial statements at this 

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time; the Company does, however, currently believe that the cumulative 

adjustment to revenue for the affected financial statements will not exceed $15 

million. The Company does expect that the misreporting may potentially require 

restatement of all of the affected financial statements. 

 

The Company, under the supervision of the Audit Committee and with the 

assistance of outside counsel, is currently conducting an investigation of the 

misreporting. 

 

The Audit Committee and Lime’s principal financial and accounting officer have 

discussed the matters disclosed in this report with Lime’s independent 

accountants, BDO USA, LLP. 

46. After the Company’s announcement, Lime’s stock price plunged 44.83%, to close 

at $1.12 on July 17, 2012.

47. As a result of Defendants’ materially false and misleading statements and 

omissions during the Class Period, Plaintiff and the Class have suffered millions of dollars in 

damages.

48. Lime’s statements and filings during the Class Period were materially false and 

misleading, and omitted material adverse information concerning the Company’s business, 

operations and prospects. Specifically, Defendants made false and/or misleading statements 

and/or failed to disclose: (i) that the Company’s accounting for revenues was improper and 

misleading; (ii) that the Company’s financial statements during the Class Period did not provide 

a fair presentation of the Company’s finances and operations; (iii) that, as a result, the 

Company’s financial results were not prepared in accordance with GAAP; (iv) that the Company 

lacked adequate internal and financial controls; and (v) that, as a result of the above, the 

Company’s financial statements were materially false and misleading at all relevant times. 

V. LIME’S VIOLATIONS OF GAAP

49. The Company’s financial statements and results during the Class Period were 

false and misleading, as such financial information was not prepared in conformity with GAAP, 

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nor was the financial information a fair presentation of the Company’s operations due to the 

Company’s improper accounting for its revenues, in violation of GAAP rules. 

50. GAAP are those principles recognized by the accounting profession as the 

conventions, rules and procedures necessary to define accepted accounting practice at a 

particular time. Regulation S-X (17 C.F.R. § 210.4 01(a) (1)) states that financial statements 

filed with the SEC which are not prepared in compliance with GAAP are presumed to be 

misleading and inaccurate. Regulation S-X requires that interim financial statements must also 

comply with GAAP, with the exception that interim financial statements need not include 

disclosure which would be duplicative of disclosures accompanying annual financial statements. 

17 C.F.R. § 210.10-01(a). 

51. The fact that Lime announced that it will restate its financial statements, and 

informed investors that these financial statements should not be relied upon is an admission that 

they were false and misleading when originally issued (APB No.20, 7-13; SFAS No. 154, 25). 

52. Given these accounting irregularities, the Company announced financial results 

that were in violation of GAAP and the following principles: 

(a) The principle that “interim financial reporting should be based upon the 

same accounting principles and practices used to prepare annual financial 

statements” was violated (APB No. 28, 10); 

(b) The principle that “financial reporting should provide information that is 

useful to present to potential investors and creditors and other users in 

making rational investment, credit, and similar decisions” was violated 

(FASB Statement of Concepts No. 1, 34); 

(c) The principle that “financial reporting should provide information about 

the economic resources of an enterprise, the claims to those resources, and 

effects of transactions, events, and circumstances that change resources 

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and claims to those resources” was violated (FASB Statement of Concepts 

No. 1, 40); 

(d) The principle that “financial reporting should provide information about 

an enterprise's financial performance during a period” was violated (FASB 

Statement of Concepts No. 1, 42); 

(e) The principle that “financial reporting should provide information about 

how management of an enterprise has discharged its stewardship 

responsibility to owners (stockholders) for the use of enterprise resources 

entrusted to it” was violated (FASB Statement of Concepts No. 1, 50); 

(f) The principle that “financial reporting should be reliable in that it 

represents what it purports to represent” was violated (FASB Statement of 

Concepts No. 2, 58-59); 

(g) The principle that “completeness, meaning that nothing is left out of the 

information that may be necessary to insure that it validly represents 

underlying events and conditions” was violated (FASB Statement of 

Concepts No. 2, 79); and 

(h) The principle that “conservatism be used as a prudent reaction to 

uncertainty to try to ensure that uncertainties and risks inherent in business 

situations are adequately considered” was violated (FASB Statement of 

Concepts No. 2, 95). 

53. The adverse information concealed by Defendants during the Class Period and 

detailed above was in violation of Item 303 of Regulation S-K under the federal securities laws 

(17 C.F.R. §229.303). 

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VI. UNDISCLOSED ADVERSE INFORMATION

54. The market for Lime’s securities was an open, well-developed and efficient 

market at all relevant times. As a result of the materially false and misleading statements and 

failures to disclose described herein, Lime’s securities traded at artificially inflated prices during

the Class Period. Plaintiff and the other members of the Class purchased or otherwise acquired 

Lime’s securities relying upon the integrity of the market price of Lime’s securities and market 

information related to Lime and have been damaged thereby. 

55. During the Class Period, Defendants materially misled the investing public, 

thereby inflating the price of Lime’s securities, by publicly issuing false and misleading 

statements and omitting to disclose material facts necessary to make Defendants’ statements, as 

set forth herein, not false and misleading. Such statements and omissions were materially false 

and misleading in that they failed to disclose material adverse non-public information and 

misrepresented the truth about the Company, as well as its business, accounting, and financial 

operations, as alleged herein. 

56. At all relevant times, the material misrepresentations and omissions particularized 

herein directly or proximately caused or were a substantial contributing cause of the damages 

sustained by Plaintiff and the other members of the Class. As described herein, during the Class 

Period, Defendants made or caused to be made a series of materially false and misleading 

statements about Lime’s financial condition and accounting. 

57. These material misstatements and omissions had the cause and effect of creating 

in the market an unrealistically positive assessment of Lime and its financial condition, thus 

causing the Company’s stock to be overvalued and artificially inflated at all relevant times. 

Defendants’ false and misleading statements during the Class Period resulted in Plaintiff and 

other members of the Class purchasing the Company’s securities at artificially inflated prices, 

thus causing the damages complained of herein. 

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VII. SCIENTER ALLEGATIONS

58. As alleged herein, the Individual Defendants acted with scienter in that Individual 

Defendants knew that the public documents and statements issued or disseminated in the name of 

the Company during the Class Period were materially false and misleading; knew that such 

statements or documents would be issued or disseminated to the investing public; and knowingly 

and substantially participated or acquiesced in the issuance or dissemination of such statements 

or documents as primary violations of the federal securities laws. 

59. As set forth herein, the Individual Defendants, by virtue of their receipt of 

information reflecting the true facts regarding Lime, their control over, receipt and/or 

modification of Lime’s allegedly materially misleading statements and omissions, and/or their 

positions with the Company which made them privy to confidential information concerning 

Lime, participated in the fraudulent scheme alleged herein. 

60. The ongoing fraudulent scheme described herein could not have been perpetrated 

over a substantial period of time, as has occurred, without the knowledge and complicity of the 

personnel at the highest level of the Company, including the Individual Defendants. 

VIII. STATUTORY SAFE HARBOR

61. The federal statutory safe harbor provided for forward-looking statements under 

certain circumstances does not apply to any of the allegedly false statements pleaded herein. 

Furthermore, many of the statements pleaded herein were not identified as “forward-looking 

statements” when made, or indicated that actual results “could differ materially from those 

projected.” Nor were there any meaningful cautionary statements identifying important factors 

that could cause actual results to differ materially from the statements made therein. 

62. Defendants are liable for the statements pleaded because, at the time each of those 

statements was made, Defendants knew the statement was false and the statement was authorized 

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and/or approved by an executive officer of Lime who knew that such statement was false when 

made. 

IX. LOSS CAUSATION

63. During the Class Period, as detailed herein, Defendants engaged in a scheme to 

deceive the market and a course of conduct that artificially inflated the prices of Lime’s 

securities and operated as a fraud or deceit on Class Period purchasers of Lime’s securities by 

failing to disclose to investors that the Company’s financial results were materially misleading 

and misrepresented material information. When Defendants’ misrepresentations and fraudulent 

conduct were disclosed and became apparent to the market, the prices of Lime’s securities fell 

precipitously as the prior inflation came out of the Company’s stock price. As a result of their 

purchases of Lime’s securities during the Class Period, Plaintiff and the other Class members 

suffered economic loss. 

64. By failing to disclose the true state of the Company’s financial statements, 

investors were not aware of the true state of the Company’s financial status. Therefore, 

Defendants presented a misleading picture of Lime’s business practices and procedures. Thus, 

instead of truthfully disclosing during the Class Period the true state of the Company’s business, 

Defendants caused Lime to conceal the truth. 

65. Defendants’ false and misleading statements had the intended effect and caused 

Lime’s common stock to trade at artificially inflated levels throughout the Class Period. The 

stock price drops discussed herein caused real economic loss to investors who purchased the 

Company’s securities during the Class Period. 

66. The decline in the price of Lime’s common stock after the truth came to light was 

a direct result of the nature and extent of Defendants’ fraud finally being revealed to investors 

and the market. The timing and magnitude of Lime’s common stock price decline negates any 

inference that the loss suffered by Plaintiff and the other Class members was caused by changed 

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market conditions, macroeconomic or industry factors or Company-specific facts unrelated to the 

Defendants’ fraudulent conduct. The economic loss suffered by Plaintiff and the other Class 

members was a direct result of Defendants’ fraudulent scheme to artificially inflate the prices of 

Lime’s securities and the subsequent decline in the value of Lime’s securities when Defendants’ 

prior misrepresentations and other fraudulent conduct were revealed. 

X. APPLICABILITY OF PRESUMPTION OF RELIANCE: FRAUD ON THE 

MARKET DOCTRINE

67. At all relevant times, the market for Lime stock was an efficient market for the 

following reasons, among others: 

a. Lime securities met the requirements for listing, and were listed and 

actively traded on NASDAQ, a highly efficient market; 

b. As a regulated issuer, Lime filed periodic public reports with the SEC and 

NASDAQ; 

c. Lime securities were followed by securities analysts employed by major 

brokerage firms who wrote reports which were distributed to the sales force and certain 

customers of their respective brokerage firms. Each of these reports was publicly available and 

entered the public marketplace; and 

d. Lime regularly issued press releases which were carried by national 

newswires. Each of these releases was publicly available and entered the public marketplace. 

68. As a result, the market for Lime securities promptly digested current information 

with respect to the Company from all publicly-available sources and reflected such information 

in Lime’s stock price. Under these circumstances, all purchasers of Lime common stock during 

the Class Period suffered similar injury through their purchase of stock at artificially inflated 

prices and a presumption of reliance applies. 

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XI. CLASS ACTION ALLEGATIONS

69. Plaintiff brings this action as a class action pursuant to Federal Rule of Civil 

Procedure 23(a) and (b)(3) on behalf of all persons who purchased or otherwise acquired Lime 

securities during the Class Period and who were damaged thereby (the “Class”). Excluded from 

the Class are Defendants, members of the immediate family of each of the Individual 

Defendants, any subsidiary or affiliate of Lime and the directors, officers and employees of the 

Company or its subsidiaries or affiliates, or any entity in which any excluded person has a 

controlling interest, and the legal representatives, heirs, successors and assigns of any excluded 

person. 

70. The members of the Class are so numerous that joinder of all members is 

impracticable. While the exact number of Class members is unknown to Plaintiff at this time 

and can only be ascertained through appropriate discovery, Plaintiff believes that there are 

thousands of members of the Class located throughout the United States. Throughout the Class 

Period, Lime securities were actively traded on NASDAQ (an open and efficient market) under 

the symbol “LIME.” As of May 7, 2012, the Company had approximately 24 million shares 

outstanding. Record owners and other members of the Class may be identified from records 

maintained by Lime and/or its transfer agents and may be notified of the pendency of this action 

by mail, using a form of notice similar to that customarily used in securities class actions. 

71. Plaintiff’s claims are typical of the claims of the other members of the Class as all 

members of the Class were similarly affected by Defendants’ wrongful conduct in violation of 

federal law that is complained of herein. 

72. Plaintiff will fairly and adequately protect the interests of the members of the 

Class and have retained counsel competent and experienced in class and securities litigation. 

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73. Common questions of law and fact exist as to all members of the Class and 

predominate over any questions solely affecting individual members of the Class. Among the 

questions of law and fact common to the Class are: 

a. whether the federal securities laws were violated by Defendants’ acts and 

omissions as alleged herein; 

b. whether Defendants participated in and pursued the common course of 

conduct complained of herein; 

c. whether documents, press releases, and other statements disseminated to 

the investing public and the Company’s shareholders during the Class Period misrepresented 

material facts about the business, finances, financial condition and prospects of Lime; 

d. whether statements made by Defendants to the investing public during the 

Class Period misrepresented and/or omitted to disclose material facts about the business, 

finances, value, performance and prospects of Lime;

e. whether the market price of Lime common stock during the Class Period 

was artificially inflated due to the material misrepresentations and failures to correct the material 

misrepresentations complained of herein; and 

f. the extent to which the members of the Class have sustained damages and 

the proper measure of damages. 

74. A class action is superior to all other available methods for the fair and efficient 

adjudication of this controversy since joinder of all members is impracticable. Furthermore, as 

the damages suffered by individual Class members may be relatively small, the expense and 

burden of individual litigation make it impossible for members of the Class to individually 

redress the wrongs done to them. There will be no difficulty in the management of this suit as a 

class action. 

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XII. COUNTS AGAINST DEFENDANTS UNDER THE EXCHANGE ACT

COUNT I

For Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Promulgated 

Thereunder Against Defendants 

75. Plaintiff repeats and realleges the allegations set forth above as though fully set 

forth herein. This claim is asserted against Defendants. 

76. During the Class Period, Lime and the Individual Defendants, and each of them, 

carried out a plan, scheme and course of conduct which was intended to and, throughout the 

Class Period, did: (i) deceive the investing public, including Plaintiff and other Class members, 

as alleged herein; (ii) artificially inflate and maintain the market price of Lime common stock; 

and (iii) cause Plaintiff and other members of the Class to purchase Lime stock at artificially 

inflated prices. In furtherance of this unlawful scheme, plan and course of conduct, Defendants, 

and each of them, took the actions set forth herein. 

77. These Defendants: (a) employed devices, schemes, and artifices to defraud; (b) 

made untrue statements of material fact and/or omitted to state material facts necessary to make 

the statements not misleading; and (c) engaged in acts, practices and a course of business which 

operated as a fraud and deceit upon the purchasers of the Company’s securities in an effort to 

maintain artificially high market prices for Lime securities in violation of §10(b) of the Exchange 

Act and Rule 10b-5. Defendants are sued as primary participants in the wrongful and illegal 

conduct charged herein. The Individual Defendants are also sued herein as controlling persons 

of Lime, as alleged herein. 

78. In addition to the duties of full disclosure imposed on Defendants as a result of 

their making of affirmative statements and reports, or participation in the making of affirmative 

statements and reports to the investing public, they each had a duty to promptly disseminate 

truthful information that would be material to investors in compliance with the integrated 

disclosure provisions of the SEC as embodied in SEC Regulation S X (17 C.F.R. § 210.01 et 

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seq.) and S-K (17 C.F.R. § 229.10 et seq.) and other SEC regulations, including accurate and 

truthful information with respect to the Company’s operations, financial condition and 

performance so that the market prices of the Company’s publicly traded securities would be 

based on truthful, complete and accurate information. 

79. Lime and the Individual Defendants, individually and in concert, directly and 

indirectly, by the use of means or instrumentalities of interstate commerce and/or of the mails, 

engaged and participated in a continuous course of conduct to conceal adverse material 

information about the business, business practices, performance, operations and future prospects 

of Lime as specified herein. These Defendants employed devices, schemes and artifices to 

defraud, while in possession of material adverse non-public information and engaged in acts, 

practices, and a course of conduct as alleged herein in an effort to assure investors of Lime’s 

value and performance and substantial growth, which included the making of, or the 

participation in the making of, untrue statements of material facts and omitting to state material 

facts necessary in order to make the statements made about Lime and its business, operations and 

future prospects, in light of the circumstances under which they were made, not misleading, as 

set forth more particularly herein, and engaged in transactions, practices and a course of business 

which operated as a fraud and deceit upon the purchasers of Lime’s securities during the Class 

Period. 

80. Each of the Individual Defendants’ primary liability, and controlling person 

liability, arises from the following facts: (i) each of the Individual Defendants was a high-level 

executive and/or director at the Company during the Class Period; (ii) each of the Individual 

Defendants, by virtue of his responsibilities and activities as a senior executive officer and/or 

director of the Company, was privy to and participated in the creation, development and 

reporting of the Company’s operational and financial projections and/or reports; (iii) the 

Individual Defendants enjoyed significant personal contact and familiarity with each other and 

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were advised of and had access to other members of the Company’s management team, internal 

reports, and other data and information about the Company’s financial condition and 

performance at all relevant times; and (iv) the Individual Defendants were aware of the 

Company’s dissemination of information to the investing public which they knew or recklessly 

disregarded was materially false and misleading. 

81. These Defendants had actual knowledge of the misrepresentations and omissions 

of material facts set forth herein, or acted with reckless disregard for the truth in that they failed

to ascertain and to disclose such facts, even though such facts were readily available to them. 

Such Defendants’ material misrepresentations and/or omissions were done knowingly or 

recklessly and for the purpose and effect of concealing Lime’s operating condition, business 

practices and future business prospects from the investing public and supporting the artificially 

inflated price of its stock. As demonstrated by their overstatements and misstatements of the 

Company’s financial condition and performance throughout the Class Period, the Individual 

Defendants, if they did not have actual knowledge of the misrepresentations and omissions 

alleged, were severely reckless in failing to obtain such knowledge by deliberately refraining 

from taking those steps necessary to discover whether those statements were false or misleading. 

82. As a result of the dissemination of the materially false and misleading information 

and failure to disclose material facts, as set forth above, the market price of Lime securities was 

artificially inflated during the Class Period. In ignorance of the fact that the market price of 

Lime shares was artificially inflated, and relying directly or indirectly on the false and 

misleading statements made by Defendants, upon the integrity of the market in which the 

securities trade, and/or on the absence of material adverse information that was known to or 

recklessly disregarded by Defendants but not disclosed in public statements by these Defendants 

during the Class Period, Plaintiff and the other members of the Class acquired Lime securities 

during the Class Period at artificially inflated high prices and were damaged thereby. 

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83. At the time of said misrepresentations and omissions, Plaintiff and other members 

of the Class were ignorant of their falsity, and believed them to be true. Had Plaintiff and the 

other members of the Class and the marketplace known of the true performance, business 

practices, future prospects and intrinsic value of Lime, which were not disclosed by Defendants, 

Plaintiff and other members of the Class would not have purchased or otherwise acquired Lime 

securities during the Class Period, or, if they had acquired such securities during the Class 

Period, they would not have done so at the artificially inflated prices which they paid. 

84. By virtue of the foregoing, Lime and the Individual Defendants each violated 

§10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder. 

85. As a direct and proximate result of Defendants’ wrongful conduct, Plaintiff and 

the other members of the Class suffered damages in connection with their purchases of the 

Company’s securities during the Class Period. 

COUNT II

For Violations of Section 20(a) of the Exchange Act

Against the Individual Defendants 

86. Plaintiff repeats and realleges the allegations set forth above as if set forth fully 

herein. This claim is asserted against the Individual Defendants. 

87. The Individual Defendants were and acted as controlling persons of Lime within 

the meaning of §20(a) of the Exchange Act as alleged herein. By virtue of their high-level 

positions with the Company, participation in and/or awareness of the Company’s operations 

and/or intimate knowledge of the Company’s actual performance, the Individual Defendants had 

the power to influence and control and did influence and control, directly or indirectly, the 

decision-making of the Company, including the content and dissemination of the various 

statements which Plaintiff contends are false and misleading. Each of the Individual Defendants 

was provided with or had unlimited access to copies of the Company’s reports, press releases, 

public filings and other statements alleged by Plaintiff to be misleading prior to and/or shortly 

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after these statements were issued and had the ability to prevent the issuance of the statements or 

cause the statements to be corrected. 

88. In addition, each of the Individual Defendants had direct involvement in the dayto-day operations of the Company and, therefore, is presumed to have had the power to control 

or influence the particular transactions giving rise to the securities violations as alleged herein, 

and exercised the same. 

89. As set forth above, Lime and the Individual Defendants each violated §10(b) and 

Rule 10b-5 by their acts and omissions as alleged in this Complaint. By virtue of their 

controlling positions, the Individual Defendants are liable pursuant to §20(a) of the Exchange 

Act. As a direct and proximate result of these Defendants’ wrongful conduct, Plaintiff and other 

members of the Class suffered damages in connection with their purchases of the Company’s 

securities during the Class Period. 

XIII. PRAYER FOR RELIEF

WHEREFORE, Plaintiff, individually and on behalf of the Class, prays for judgment as 

follows: 

a) Declaring this action to be a class action pursuant to Rule 23(a) and (b)(3) of the 

Federal Rules of Civil Procedure on behalf of the Class defined herein; 

b) Awarding Plaintiff and the other members of the Class damages in an amount 

which may be proven at trial, together with interest thereon; 

c) Awarding Plaintiff and the members of the Class pre-judgment and post-judgment 

interest, as well as their reasonable attorneys’ and experts’ witness fees and other 

costs; and 

d) Awarding such other relief as this Court deems appropriate. 

XIV. JURY DEMAND

Plaintiff demands a trial by jury.

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Dated: July 20, 2012 By: /s/ Norman Rifkind

SAXENA WHITE P.A. 

Maya Saxena 

Joseph E. White, III 

Adam Warden 

2424 N. Federal Highway, Suite 257 

Boca Raton, FL 33431 

Tel: 561 394-3399 

Fax: 561 394-3082 

RYAN & MANISKAS, LLP 

Katharine M. Ryan 

Richard A. Maniskas 

995 Old Eagle School Rd., Suite 311 

Wayne, PA 19087 

Tel: (484) 588-5516 

Fax: (484) 450-2582 

LASKY & RIFKIND, LTD 

Norman Rifkind 

Heidi VonderHeide 

Amelia S. Newton 

351 W. Hubbard St., Ste 401 

Chicago, IL 60654 

Attorneys for Plaintiff 

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