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Comverge Announces 2007 Second Quarter Results –
1000 Megawatts of Demand Response Added

East Hanover, NJ: August 13, 2007–Comverge, Inc. (NASDAQ: COMV) ("Comverge") today announced its operational and financial results for the second quarter, ended June 30, 2007. Highlights from the quarter include:

  • Announced the acquisition of Enerwise Global Technologies, Inc., which closed on July 23, 2007, dramatically expanding Comverge’s commercial and industrial solution offering;
  • 220% increase in demand response megawatts managed from 456 to 1460 megawatts during the quarter, which gives effect to the acquisition of Enerwise as if the transaction had closed on June 30, 2007;
  • 34% increase in megawatts under long term VPC contracts from 369 to 495 megawatts, during the quarter;
  • 47% increase in Enerwise megawatt capacity from 331 to 485 megawatts, during the quarter;
  • 126 megawatt long term VPC contract entered into with Nevada Power Company; and
  • Future payments (including Enerwise, acquired in July 2007) totaled $249 million through 2017.  

Robert M. Chiste , Chairman, CEO and President of Comverge said: “With our IPO in April, Comverge launched the demand response business as a recognized industry, and we have every intention to continue to lead it. Our strong second quarter operational and financial results, and our recently being named one of the ‘20 Top Sustainable Public Companies’ in the world by an independent research firm, along with notable companies such as Nike, Canon and Royal Philips Electronics , adds credibility to this leadership role. Demand for Comverge’s environmentally friendly clean capacity solutions continues to grow dramatically. Our momentum is accelerating as we prove repeatedly that we are a key component to any utility’s clean energy initiatives.”

Mr. Chiste further stated “our successful acquisition of Enerwise makes Comverge the largest demand response company in North America. Our continued growth in all our critical operational and financial metrics demonstrates the need and strong economic drivers for our clean capacity technology, services and solutions by all customer classes.”

Including Enerwise, megawatts (MWs) managed as of June 30, 2007 consisted of:  

 

As of
March 31, 2007


As of
June 30, 2007


 

Total
Comverge

Alternative
Energy Resources
Group

Enerwise *

Total
Comverge *

MWs owned under long term VPC contracts

369

 

495

--

495

MWs provided for sale in a capacity market program

9

 

9

485

494

MWs managed for a fee

78

 

88

383

471

Total MWs of Capacity Owned or Managed


456


 


592


868


1460

* Includes data from Enerwise Global Technologies, Inc., which was acquired on July 23, 2007, giving effect to the transaction as if it had closed on June 30, 2007

Second quarter revenues for 2007 were $4.6 million, a 26% increase compared to $3.7 million in the second quarter of 2006. Revenues for both periods do not include revenues from our VPC contracts which are deferred and recognized in the fourth calendar quarter each year. Net loss for the second quarter of 2007 was $4.4 million or $0.29 per share, compared to a net loss of $5.2 million for the second quarter of 2006, or $1.61 per share. Net loss per share on a pro forma basis was $0.26 for the second quarter of 2007 compared to a net loss of $0.44 for the second quarter of 2006 (see Schedule 4 – Reconciliation of Pro Forma to GAAP Earnings Per Share). Adjusted EBITDA loss for the second quarter of 2007 decreased to $4.4 million compared to a loss of $4.9 million for the second quarter of 2006 primarily as a result of an increase in revenue. Adjusted EBITDA is earnings before interest, taxes, depreciation, amortization, and non-cash stock compensation expense (see Schedule 5 – Reconciliation of Non-GAAP Financial Measure to the Most Directly Comparable GAAP Financial Measure). All share and per share amounts reflect the one-for-two reverse stock split effected as part of our initial public offering.

Pro forma earnings per share have been adjusted for the three months ended June 30, 2007 and June 30, 2006, to give effect to the Company 's conversion, on a one-for-one basis as of the beginning of 2006, of all the outstanding convertible preferred shares. The Company believes the pro forma earnings per share presentation represents a meaningful basis for the comparison of its current results to results during fiscal periods occurring prior to the Company 's initial public offering. A pro forma vs. GAAP earnings per share reconciliation is provided in Schedule 4 below.

In July 2007, the Company completed its acquisition of Enerwise Global Technologies creating the largest Demand Response provider in North America with over 1400 megawatts of managed capacity. Enerwise is a leading provider of clean energy demand response solutions to commercial, institutional and industrial customers, as well as electric power grid operators. With the addition of Enerwise, Comverge now provides a comprehensive suite of demand response and energy management solutions for all utility customer classes including residential, small to large commercial, institutional, and industrial customers.

Mr. Chiste further stated, “Even though Enerwise wasn’t a part of our operating results for the second quarter, they had a very impressive quarter on a stand alone basis. Enerwise added 154 megawatts of capacity for sale in open market capacity programs, bringing total megawatts under management to 868 megawatts. We are working diligently on completing the integration of the two companies and are very excited by the much expanded market opportunities for Comverge in the future. Each of our operating groups – the Alternative Energy Resources Group, Smart Grid Solutions Group, and Enerwise Group – are experiencing significantly increased business activity because of the growing awareness of Demand Response and AMI by our large customer base.”

Comverge will discuss these results in a conference call scheduled for today at 10:00 a.m. EDT. To participate in the conference call, please dial (800) 665-0430 or (913) 312-1300. The public is invited to listen to a live web cast of Comverge 's conference call on the Investor Relations section of the company 's website at www.comverge.com. An audio replay of the conference call will also be made available approximately two hours after the conclusion of the call. The audio replay will remain available until August 21, 2007 at 11:59 p.m. EDT and can be accessed by dialing (888) 203-1112 or (719) 457-0820 and entering passcode 6548410.

Additional financial information can be found in the Company’s Form 10-Q for the second quarter of 2007, which will be filed today with the Securities and Exchange Commission.

About Comverge
Comverge, Inc. (Nasdaq:COMV) Comverge is a leading clean capacity provider of energy solutions that enhance grid reliability and enable utilities to increase available electric capacity during periods of peak energy demand. Our solutions support national efforts toward nationwide carbon reductions while providing peak capacity on a more cost-effective basis than conventional alternatives. For more information, visit www.comverge.com. “Virtual Peaking Capacity” and “VPC” are 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, including Comverge’s expectations regarding the amount of revenue and the amount of megawatts that will be generated by certain long-term contracts and certain assumptions upon which such forward-looking statements are in part based. The forward-looking statements in this release do not constitute guarantees of future performance. Those statements involve a number of factors that could cause actual results to differ materially, including risks associated with the company’s business involving the company’s products, their development and distribution, economic and competitive factors and the company’s key strategic relationships, and other risks more fully described our most recently Quarterly Report on Form 10-Q. 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.

The use of non-GAAP financial measures is subject to inherent limitations because they do not include all the expenses that must be included under GAAP and because they involve the exercise of judgment of which charges should be properly excluded from the non-GAAP financial measure. Management accounts for these limitations by not relying exclusively on non-GAAP financial measures, but only using such information to supplement GAAP financial measures. Our non-GAAP financial measures may be different from such measures used by other companies.

Contact Comverge

Investor Relations
770-696-7660, invest@comverge.com

Media Relations
Chris Neff
973-947-6064, cneff@comverge.com





                                  SCHEDULE 1
                                COMVERGE, INC.
               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
           (In thousands, except share data and per share amounts)
                                 (Unaudited)


                                   Three Months Ended      Six Months Ended
                                        June 30,                June 30,
                                    2007        2006        2007        2006
    Revenue
       Product                     $3,058      $2,746      $7,137      $9,538
       Service                      1,561         925       3,217           0
       Total revenue                4,619       3,671      10,354       9,538

    Cost of revenue
       Product                      1,907       1,602       4,684       5,403
       Service                        639         565       1,456           0
       Total cost of revenue        2,546       2,167       6,140       5,403

    Gross profit                    2,073       1,504       4,214       4,135
    Operating expenses
       General and administrative
        expenses                    4,518       3,864       8,763       7,029
       Marketing and selling
        expenses                    2,163       2,394       4,062       4,355
       Research and development
        expenses                      356         258         629         471

       Operating loss              (4,964)     (5,012)     (9,240)     (7,720)

    Interest and other (income)
     expense, net                    (600)        105        (368)        180

    Loss before income taxes       (4,364)     (5,117)     (8,872)     (7,900)
    Provision for income taxes          7          33          14          33

    Net loss                      $(4,371)    $(5,150)    $(8,886)    $(7,933)

    Net loss per share
       Basic and diluted           $(0.29)     $(1.61)     $(0.94)     $(2.50)

       Weighted average number
        of shares              15,267,773   3,195,970   9,466,726   3,168,366

    Pro forma net loss per share
       Basic and diluted           $(0.26)     $(0.44)     $(0.61)     $(0.67)

       Weighted average number
        of shares              16,966,706  11,785,020  14,591,684  11,757,415




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


                                          Three Months Ended  Six Months Ended
                                                June 30,           June 30,
                                             2007     2006      2007     2006
    Revenue:
          Smart Grid Solutions Group         $3,956   $3,550   $8,868  $9,252
          Alternative Energy Resources Group    663      121    1,486     286
             Total Revenue                   $4,619   $3,671  $10,354  $9,538

    Cost of Revenue:
          Smart Grid Solutions Group          2,201    2,125    5,269   5,350
          Alternative Energy Resources Group    345       42      871      53
             Total Cost of Revenue           $2,546   $2,167   $6,140  $5,403

    Gross Profit:
          Smart Grid Solutions Group          1,755    1,425    3,599   3,902
          Alternative Energy Resources Group    318       79      615     233
             Total Gross Profit              $2,073   $1,504   $4,214  $4,135



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

                                                        June 30,  December 31,
    Assets                                               2007          2006
    Cash and cash equivalents                           $23,954        $3,774
    Short-term marketable securities                     58,277             -
    Accounts receivable                                   5,674         5,736
    Inventory                                             1,945         1,348
    Deferred Costs                                        5,551         2,228
    Other current assets                                  1,940         2,419
          Total current assets                           97,341        15,505

    Long-term marketable securities                       4,657             -
    Property and equipment, net                          12,209        12,405
    Goodwill and other intangible assets, net               668           694
    Other assets                                          1,073           232
          Total assets                                 $115,948       $28,836

    Liabilities and Shareholders' Deficit
    Accounts payable                                     $1,723        $3,046
    Deferred revenue                                     14,375         6,092
    Accrued expenses                                      3,062         4,369
    Other current liabilities                             1,728           914
          Total current liabilities                      20,888        14,421

    Long-term debt                                        5,634         5,000
    Other liabilities                                     1,137         1,016
          Total long-term liabilities                     6,771         6,016

    Stockholders' Equity
    Convertible preferred stock
          Series A                                            -        21,438
          Series A-2                                          -        13,568
          Series B                                            -         5,411
          Series C                                            -           100
    Common stock                                             18             3
    Additional paid-in capital                          149,395        20,099
    Accumulated deficit                                 (61,106)      (52,220)
    Accumulated other comprehensive loss                    (18)            -
          Total shareholders' equity                     88,289         8,399
          Total liabilities and shareholders' equity   $115,948       $28,836



                                  SCHEDULE 4
                                COMVERGE, INC.
            RECONCILIATION OF PRO FORMA TO GAAP EARNINGS PER SHARE
           (In thousands, except share data and per share amounts)
                                 (Unaudited)

                                   Three Months Ended    Six Months Ended
                                        June 30,              June 30,
                                    2007       2006       2007       2006
    Net loss                     $ (4,371)   $ (5,150)   $ (8,886)   $ (7,933)
    Weighted average number of
     shares used in computation
     of basic and diluted
     earnings per share        15,267,773   3,195,970   9,466,726   3,168,366
    GAAP basic and diluted
     earnings per share           $ (0.29)    $ (1.61)   $ ( 0.94)   $ ( 2.50)
    Weighted average number of
     shares used in computation
     of basic and diluted
     earnings per share        15,267,773   3,195,970   9,466,726   3,168,366
    Conversion of all preferred
     shares into common shares  1,698,933   8,589,050   5,124,958   8,589,050
    Total pro forma shares giving
     effect to the conversion of
     preferred stock           16,966,706  11,785,020  14,591,684  11,757,416
    Pro forma basic and diluted
     earnings per share           $ (0.26)    $ (0.44)   $  (0.61)    $ (0.67)

    Pro forma earnings per share have been adjusted for the three and six
months ended June 30, 2007 and June 30, 2006, to give effect to the Company's
conversion, on a one-for-one basis, of all the outstanding shares of the
Company's convertible preferred shares as of the beginning of the period
presented. The Company believes the pro forma earnings per share presentation
represents a meaningful basis for the comparison of its current results to
results during fiscal periods occurring prior to the Company's initial public
offering.



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


                                       Three months Ended   Six months Ended
                                            June 30,             June 30,
                                         2007      2006      2007       2006
    Net loss                           $(4,371)  $(5,150)  $(8,886)   $(7,933)
    Depreciation and amortization          127        85       268        199
    Interest (income) expense, net        (668)       54      (439)       135
    Provision for income taxes               7        33        14         33

    EBITDA                             $(4,905)  $(4,978)  $(9,043)   $(7,566)

    Non-cash stock compensation expense    552        66       677         76

    Adjusted EBITDA                    $(4,353)  $(4,912)  $(8,366)   $(7,490)

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

Investor Relations: Michael Picchi, Chief Financial Officer, +1-770-696-7660, invest@comverge.com; or Media Relations: Chris Neff, Director of Marketing, +1-973-947-6064, cneff@comverge.com, both of Comverge, Inc.

 
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