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Comverge Reports Year End 2008 Financial Results --
Annual Revenue Growth Exceeds 35% for 4th Consecutive Year

EAST HANOVER, N.J., March 10, 2009  Comverge, Inc. (Nasdaq: COMV), a leading provider of comprehensive smart grid, demand management, and energy efficiency solutions, announced fourth quarter and year-end financial and operating results for 2008.

Robert M. Chiste, Chairman, President and CEO of Comverge said:

"Comverge again demonstrated strong results in 2008, as we attained 40% revenue growth in a very tumultuous economic climate and increased megawatts under management by over 60%. This marks the fourth consecutive year that our revenue growth exceeded 35%. Our revenue visibility increased dramatically with estimated future revenues from long-term contracts currently exceeding $520 million, assuming regulatory approval of two contracts included in the make up of these revenues. In addition, our pipeline is growing rapidly, as we responded to RFP's, in January alone, valued at more than $500 million. More utilities are partnering with Comverge for demand management solutions as they increasingly realize the most economic and cleanest megawatt is the megawatt never produced. With the recent nationwide emphasis on building the smart grid, we believe that we are at the forefront of the alternative energy sector by providing Strategic Utility Management through Innovation and Technology."

Financial Summary:
Full year revenues were $77.2 million in 2008 compared to $55.2 million in 2007, a 40% increase. Fourth quarter revenues for 2008 were $33.0 million compared to $34.8 million in the fourth quarter of 2007, a 5% decrease. Revenues for both periods include revenues from our residential VPC contracts, which are deferred and recognized in the fourth quarter.

For the full year 2008, adjusted EBITDA was a loss of $5.1 million compared to income of $0.5 million for 2007. Adjusted EBITDA for the fourth quarter of 2008 was positive $12.7 million compared to positive $13.3 million for the fourth quarter of 2007. Adjusted EBITDA is earnings before interest, taxes, depreciation, amortization, non-cash stock compensation expense and non-cash impairment charges (see Schedule 5 - Reconciliation of Non-GAAP Financial Measure to the Most Directly Comparable GAAP Financial Measure).

Net loss for full year 2008 was $94.1 million, or $4.45 per share basic and diluted. Included in the 2008 net loss was the non-cash impairment charge recorded in the third quarter of 2008 for goodwill and certain intangible assets related to our acquisition of Enerwise Global Technologies, Inc., of $75.4 million, or $3.52 per share basic and diluted after a $1.0 million tax benefit. Net loss for full year 2008, excluding the impact of the impairment charge, was $19.7 million, or $0.93 per share basic and diluted, compared to a net loss of $6.6 million, or $0.46 per share basic and diluted for full year 2007. Net income for the fourth quarter of 2008 was $6.1 million, or $0.29 per share basic and $0.28 per share diluted, compared to net income of $7.6 million, or $0.38 per share basic and $0.36 per share diluted for the fourth quarter of 2007.

Business Highlights:
Comverge fourth quarter 2008 business highlights include:

  • Awarded a five year contract with Progress Energy Carolinas (PEC) to provide demand response hardware, software, and software hosting services;
  • Awarded a five year full turnkey contract with Austin Energy to provide installation services, program management and demand management hardware Superstats(R);
  • Total megawatts under management increased by 828 megawatts, or 63% during 2008 and as of December 31, 2008 were:
  • Megawatts under long term contracts, with regulatory approval 701
  • Megawatts under open market programs 894
  • gawatts to be provided under turnkey programs 120
  • Megawatts managed for a fee 437
  • Total megawatts 2152
  • Entered into a new $25 million senior credit facility with Silicon Valley Bank.

Recent Developments:
In 2009, Comverge has:

  • Entered into a five year contract with Pepco Holdings, Inc. to provide full turnkey services, including an AMI-enabled demand response hardware and software system, as well as installation and marketing services;
  • Announced the release of its Apollo(R) Demand Response Management System software platform;
  • Announced the delivery of its five millionth demand management device;
  • Appointed Messrs. Larry Hagewood and Thomas Gutierrez to the Board of Directors.

Current Outlook:
We currently expect our full year fiscal 2009 revenues will exceed $90 million. Comverge's management and Board of Directors use three metrics to measure the company's operational progress: (i) megawatts owned under long-term contracts, (ii) megawatts managed under open market programs, and (iii) estimated future revenues from long-term contracts. We believe these metrics are the most important to the growth and long-term success of the company.

Our 2009 targets for growth in these metrics are:

  • Add a net 275 megawatts of capacity under long-term contracts;
  • Add a net 225 megawatts in open market programs; and
  • Add a net $150 million increase in the amount of estimated future revenues from long-term contracts.

As of the date of this release, we have 866 megawatts under long-term contract which will contribute to contracted future revenues of $522 million. Of these amounts, 165 megawatts of capacity under long-term contracts representing an expected $114 million in contracted future revenues, are still awaiting regulatory approval. In the event we receive regulatory approval on these 165 megawatts, and including new megawatts acquired in open market programs and a new turnkey contract awarded during the first quarter of 2009, our total megawatts managed will be 2,620 megawatts.

The above statements are based on current expectations. These statements are forward-looking and actual results may differ materially. The Company assumes no obligation to publicly update or revise its outlook. Investors are reminded that actual results may differ from these estimates for the reasons described below under the caption "For Comverge Investors" and in our filings with the Securities and Exchange Commission.

Additional Information:
Comverge will discuss these results for the fourth quarter and full year 2008 as well as its expectations for the future in a conference call scheduled today at 5:00 p.m. EDT. To participate in the call dial 877-719-9799 or 719-325-4776 for international participants.

An audio replay of the call will be available beginning March 10, 2009 at 8:00 p.m. and available until March 17, 2009 12:00 a.m. EDT, (midnight) by dialing in 888-203-1112 (719-457-0820 for international participants) and using conference code number 9318140. Additionally, the results will be reported by webcast and available online in the Comverge investor relations section at http://ir.comverge.com. This webcast will be available online and archived on Comverge's website until March 31, 2009 12:00 a.m. EDT.

Additional financial information can be found in the Company's Annual Report on Form 10-K for the year-ended 2008, which has been filed today with the Securities and Exchange Commission.

About Comverge:
Comverge, with over 2600 megawatts of clean energy capacity under management, is a leading provider of clean energy solutions that improve grid reliability and supply electric capacity on a more cost effective basis than conventional alternatives by reducing base load and peak load energy consumption. For more information, visit www.comverge.com. SuperStat and Apollo are registered trademarks of Comverge, Inc.

For Comverge Investors:
This release contains forward-looking statements that are made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934. The forward-looking statements in this release are not and do not constitute historical facts, do not constitute guarantees of future performance and are based on numerous assumptions which, while believed to be reasonable, may not prove to be accurate. These forward looking statements include projected revenue outlook, projected contracted revenues, projected regulatory changes or approvals, the amount of revenue and megawatts that will be generated by long-term contracts or open market programs and certain assumptions upon which such forward-looking statements are based. The forward-looking statements in this release do not constitute guarantees of future performance and involve a number of factors that could cause actual results to differ materially, including risks associated with Comverge's business involving our products, the development and distribution of our products and related services, regulatory changes, economic and competitive factors, our key strategic relationships, and other risks more fully described in our most recently filed Annual Report on Form 10-K. Comverge assumes no obligation to update any forward-looking information contained in this press release or with respect to the announcements described herein.

Regulation G Disclosure - Non-GAAP Financial Information:
Non-GAAP financial measures are based upon our unaudited consolidated statements of operations for the periods shown, giving effect to the adjustments shown in the reconciliations set forth below. This presentation is not in accordance with, or an alternative for, U.S. generally accepted accounting principles (GAAP). The non-GAAP financial information presented herein should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. However, Comverge believes that non-GAAP reporting, giving effect to the adjustments shown in the reconciliation below, provides meaningful information and therefore uses it to supplement its GAAP reporting and internally in evaluating operations, managing and benchmarking performance. The Company has chosen to provide this supplemental information to investors, analysts and other interested parties to enable them to perform additional analyses of operating results, to illustrate the results of operations giving effect to the non-GAAP adjustments shown in the reconciliations below, and to provide an additional measure of performance.

For Additional Information
Investor Relations
Michael Picchi
Chief Financial Officer
770-696-7660
Media Relations
Chris Neff
Director of Marketing
Comverge, Inc
973-947-6064

                                  SCHEDULE 1
                                COMVERGE, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                (In thousands)

                                       Three Months Ended       Year Ended
                                          December 31,          December 31,
                                        2008       2007       2008      2007
                                  (unaudited) (unaudited)
    Revenue
      Product                         $5,643     $3,958    $17,890   $14,812
      Service                         27,336     30,842     59,348    40,350
      Total revenue                   32,979     34,800     77,238    55,162

    Cost of revenue
      Product                          3,415      2,485     11,087     9,450
      Service                         11,146     13,313     32,248    19,368
      Total cost of revenue           14,561     15,798     43,335    28,818

    Gross profit                      18,418     19,002     33,903    26,344
    Operating expenses
      General and administrative
       expenses                        8,015      7,615     34,463    22,072
      Marketing and selling expenses   3,568      3,082     15,738     9,831
      Research and development
       expenses                          461        178      1,137       997
      Amortization of intangible assets  517        665      2,439       973
      Impairment charges                   -          -     75,432         -

      Operating income (loss)          5,857      7,462   (95,306)   (7,529)

    Interest expense (income), net        52      (222)        22   (1,130)
    Other expense (income), net        (365)       (20)      (321)        58

    Loss before income taxes           6,170      7,704   (95,007)   (6,457)
    Provision (benefit) for income
     taxes                                69        126      (901)       147

    Net income (loss)                $ 6,101     $7,578  $(94,106)  $(6,604)

    Net income (loss) per share
      Basic                           $ 0.29      $0.38    $(4.45)   $(0.46)
      Diluted                         $ 0.28      $0.36    $(4.45)   $(0.46)



                                      SCHEDULE 2
                                    COMVERGE, INC.
                                 SEGMENT INFORMATION
                                   (In thousands)

                                      Three Months Ended      Year Ended
                                          December 31,        December 31,
                                        2008       2007      2008      2007
                                 (unaudited) (unaudited)
    Revenue:
      Utility Products & Services     $6,662     $4,844   $21,492   $18,460
      Residential Business            23,972     25,484    34,652    27,651
      Commercial & Industrial
       Business                        2,345      4,472    21,094     9,051
      Total                          $32,979    $34,800   $77,238   $55,162

    Cost of Revenue:
      Utility Products & Services     $3,934     $2,757   $12,601   $10,888
      Residential Business             9,130      9,966    14,914    11,366
      Commercial & Industrial
       Business                        1,497      3,075    15,820     6,564
      Total                          $14,561    $15,798   $43,335   $28,818

    Gross Profit:
      Utility Products & Services     $2,728     $2,087    $8,891    $7,572
      Residential Business            14,842     15,518    19,738    16,285
      Commercial & Industrial
       Business                          848      1,397     5,274     2,487
      Total                          $18,418    $19,002   $33,903   $26,344



                                 SCHEDULE 3
                               COMVERGE, INC.
                   CONDENSED CONSOLIDATED BALANCE SHEETS
                               (In thousands)

                                        December 31,   December 31,
    Assets                                 2008            2007
    Cash and cash equivalents            $19,571         $39,755
    Restricted cash                        1,968           2,151
    Marketable securities                 28,276          33,174
    Accounts receivable, net              24,785          12,194
    Inventory                              4,960           2,988
    Deferred costs                         2,197           1,615
    Other current assets                   1,273           2,841
      Total current assets                83,030          94,718

    Restricted cash                        2,089             214
    Property and equipment, net           20,572          14,011
    Intangible assets, net                10,251          18,828
    Goodwill                               8,179          74,369
    Other assets                           1,036           1,005
      Total assets                      $125,157        $203,145

    Liabilities and Shareholders' Equity
    Accounts payable                       7,672           4,571
    Accrued expenses                       8,006           3,976
    Deferred revenue                       6,694           4,340
    Current portion of long-term debt      3,226               -
    Other current liabilities              2,400           7,131
      Total current liabilities           27,998          20,018

    Deferred revenue                       2,220           1,697
    Long-term debt                        24,888          26,337
    Other liabilities                      2,391           2,462
      Total long-term liabilities         29,499          30,496

    Common stock                              22              21
    Additional paid-in capital           220,638         211,403
    Treasury stock                          (119)              -
    Accumulated deficit                 (152,930)        (58,824)
    Accumulated other comprehensive
     income                                   49              31
      Total shareholders' equity          67,660         152,631
      Total liabilities and
       shareholders' equity             $125,157        $203,145



                                      SCHEDULE 4
                                    COMVERGE, INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (In thousands)

                                      Three Months Ended      Year Ended
                                         December 31,        December 31,
                                        2008      2007      2008      2007
                                  (unaudited)(unaudited)
    Cash flows from operating
     activities
    Net income (loss)                  6,101     7,578   (94,106)   (6,604)
    Adjustments to reconcile net
     loss to net cash used in
     operating activities
      Depreciation                     4,340     4,125     5,004     4,535
      Amortization of intangible
       assets                            683       665     2,605       973
      Stock-based compensation         1,460     1,010     6,876     2,552

      Impairment charges                   -         -    75,432         -
      Other                              223       112      (470)      (23)
      Changes in working capital     (17,872)  (11,322)  (13,960)   (3,210)
        Net cash provided by (used
         in) operating activities     (5,065)    2,168   (18,619)   (1,777)

    Cash flows from investing activities
      Change in restricted cash         (970)   (2,088)   (1,692)   (2,088)
      Cash paid for acquisitions, net
       of cash acquired                    -    (9,948)      (48)  (33,739)
      Maturities (purchases) of
       marketable securities, net        907      (191)    5,091   (32,584)
      Capital expenditures            (2,271)   (2,936)   (8,529)   (5,242)
        Net cash used in investing
         activities                   (2,334)  (15,163)   (5,178)  (73,653)

    Cash flows from financing activities
      Proceeds from exercises of stock
       options                             5       113       359     1,319
      Borrowings (repayments) of
       debt                           (1,371)    1,043     4,227     3,437
      Proceeds from issuance of common
       stock, net of offering costs        -    24,738      (614)  111,138
      Other                             (319)   (3,209)     (359)   (4,483)
        Net cash provided by (used in)
         financing activities         (1,685)   22,685     3,613   111,411

    Net change in cash and cash
     equivalents                      (9,084)    9,690   (20,184)   35,981
    Cash and cash equivalents at
     beginning of period              28,655    30,065    39,755     3,774
    Cash and cash equivalents at
     end of period                   $19,571   $39,755   $19,571   $39,755



                                       SCHEDULE 5
                                      COMVERGE, INC.
                 RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO THE
                   MOST DIRECTLY COMPARABLE GAAP FINANCIAL MEASURE
                                     (In thousands)

                                      Three Months Ended       Year Ended
                                          December 31,         December 31,
                                        2008       2007      2008      2007
                                  (unaudited) (unaudited)
    Net income (loss)                 $6,101     $7,578  $(94,106)  $(6,604)
    Depreciation and amortization      5,023      4,790     7,609     5,508
    Interest expense (income), net        52       (222)       22    (1,130)
    Provision (benefit) for income
     taxes                                69        126      (901)      147

    EBITDA                           $11,245    $12,272  $(87,376)  $(2,079)

    Non-cash stock compensation
     expense                           1,460      1,010     6,876     2,552
    Non-cash impairment charge             -          -    75,432         -

    Adjusted EBITDA                  $12,705    $13,282   $(5,068)     $473

    See "Non-GAAP Financial Information" earlier in this earnings press
    release for information on the use of this Non-GAAP financial measure

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