Comverge Reports Third Quarter 2009 Financial Results

Quarterly Revenue Increases 37%

EAST HANOVER, N.J., November 9, 2009  Comverge, Inc. (Nasdaq: COMV), a leading provider of comprehensive smart grid, demand management, and energy efficiency solutions, today announced its third quarter financial and operating results for 2009.

"Our third quarter performance kept us firmly on track to meet or exceed our targets for annual growth in megawatts under management and estimated future contract revenue," said Michael D. Picchi, Interim President and CEO of Comverge. "Our operational execution remained solid as we realized 37% year-over-year revenue growth, grew our Virtual Peaking Capacity deferred revenues 36%, and built out 18 megawatts of capacity in these programs. We remain confident about the outlook for our performance in the remainder of this year."

Picchi continued, "The awarding of $3.4 billion in stimulus funds by the Department of Energy to support smart grid projects that modernize the U.S. electricity grid under the American Recovery and Reinvestment Act is an exciting and unique opportunity. A number of our utility customers will be recipients of stimulus funds and Comverge expects our leading demand management solutions to be part of a number of these smart grid projects."

Financial Summary
Third quarter revenues for 2009 were $33.2 million compared to $24.3 million in the third quarter of 2008, a 37% increase. Revenues for both periods exclude revenues from residential Virtual Peaking Capacity (VPC) contracts, which are deferred and recognized in the fourth quarter. Deferred revenue on the balance sheet from the VPC contracts was $25.0 million as of September 30, 2009 compared to $4.3 million at year-end 2008, an increase of $20.7 million during the first nine months of 2009. The $20.7 million increase during the first nine months of 2009 is compared to a $15.2 million increase in VPC deferred revenue during the first nine months of 2008, a 36% increase.

Adjusted EBITDA for the third quarter of 2009 was a negative $3.9 million compared to a negative $4.7 million for the third quarter of 2008. 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).

Net loss for the third quarter of 2009 was $9.4 million, or $0.44 per share basic and diluted, compared to a net loss of $81.8 million, or $3.85 per share basic and diluted for the third quarter of 2008. Net loss for the third quarter of 2009 included a one time expense of $4.3 million, or $0.20 per share basic and diluted, related to the retirement of Robert M. Chiste, the company's former President and CEO. Net loss for the third quarter of 2008 included a non-cash impairment charge for goodwill and certain intangible assets of $75.4 million. Net of a $1.0 million tax benefit, the net non-cash impairment charge of $74.4 million was a loss of $3.49 per share in the third quarter of 2008.

Business Highlights
Comverge third quarter 2009 business highlights include:

    --  Entered into a 5-year agreement with a major Virginia-based energy
        provider to provide 117 megawatts of contracted demand side management
        capacity from commercial and industrial consumers, supply more than
        150,000 advanced metering infrastructure compatible energy management
        devices for residential customers and provide our Apollo(R) Demand
        Response Management System software.
    --  Announced that our 4-year, 40 megawatt VPC contract with Southern
        California Edison (SCE) had received regulatory approval.

    --  Increased total megawatts under management by 63 megawatts during the
        third quarter of 2009. As of September 30, 2009 total megawatts under
        management were:


          - Megawatts under long-term contracts, with regulatory approval 919
          - Megawatts under open market programs                         1181
          - Megawatts to be provided under turnkey programs               320
          - Megawatts managed for a fee                                   437
                                                                          ---
                - Total megawatts                                        2857

Recent Developments and Current Outlook
Comverge announced the appointment of A. Laurence Jones, Joseph M. O'Donnell and Scott B. Ungerer to its Board of Directors effective October 26, 2009.

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 and our progress towards these metrics in the first nine months of 2009 are:

    --  Add a net 275 megawatts of capacity under long-term contracts.  218
        megawatts of capacity under long-term contracts were added during the
        first nine months of 2009;
    --  Add a net 225 megawatts in open market programs.  287 megawatts were
        added in open market programs during the first nine months of 2009; and

    --  Add a net $150 million increase in the amount of estimated future
        revenues from long-term contracts.  A net $169 million in estimated
        future revenues were added in the first nine months of 2009.

As of the date of this release, we have 1015 megawatts under long-term capacity contracts which represents approximately $527 million of estimated future contract revenues. Of these amounts, 117 megawatts of capacity under long-term contracts representing an expected $32 million in contracted future revenues, are still awaiting regulatory approval. Furthermore, we have been awarded 683 megawatts of capacity in the 2012-2013 PJM Economic Load Response Program, or ELRP. In the event we receive regulatory approval on these 117 megawatts and we secure adequate load capacity to meet our obligations under the 2012-2013 PJM ELRP, we will exceed 3,300 in total megawatts managed.

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 "Caution Regarding Forward Looking Statements" and in our filings with the Securities and Exchange Commission.

Additional Information
Comverge will discuss these results for the third quarter as well as its expectations for the future in a conference call scheduled today at 10:00 a.m. EST. To participate in the call, dial 888-713-4541 or 913-312-1502 for international participants.

An audio replay of the call will be available beginning November 9, 2009 at 1:00 p.m. and available until November 16, 2009 12:00 a.m. EST, (midnight) by dialing in 888-203-1112 (719-457-0820 for international participants) and using conference code number 9490642. Additionally, the results will be reported in the Investor Relations section on Comverge's website at http://ir.comverge.com.

Additional financial information can be found in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, which has been filed today with the Securities and Exchange Commission.

About Comverge
Comverge, with over 3300 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. Virtual Peaking Capacity is a registered trademark of Comverge, Inc. Apollo is a trademark of Comverge, Inc.

Caution Regarding Forward Looking Statements
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 guidance, projected contracted revenues, projected regulatory changes or approvals, potential incremental revenue from stimulus funding, 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 or grid operator rule changes, regulatory approval of our contracts, economic and competitive factors, our key strategic relationships, and other risks more fully described in our most recently filed Quarterly Report on Form 10-Q and 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
Dan Pfeffer
VP, Treasurer-Investor Relations
678-802-8302
invest@comverge.com

 

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

                                  Three Months Ended       Nine Months Ended
                                     September 30,           September 30,
                                  ------------------      ------------------
                                   2009        2008        2009        2008
                                  ------------------      ------------------
    Revenue
      Product                     $6,263      $4,796     $16,176     $12,247
      Service                     26,932      19,489      41,864      32,012
                                  ------      ------      ------      ------
    Total revenue                 33,195      24,285      58,040      44,259

    Cost of revenue
      Product                      3,793       2,973       9,879       7,672
      Service                     19,948      14,060      28,451      21,102
                                  ------      ------      ------      ------
    Total cost of revenue         23,741      17,033      38,330      28,774
                                  ------      ------      ------      ------

    Gross profit                   9,454       7,252      19,710      15,485
    Operating expenses
      General and
       administrative expenses    12,419       9,507      28,409      26,423
      Marketing and selling
       expenses                    4,340       4,314      12,782      12,194
      Research and development
       expenses                    1,158         140       3,483         676
      Amortization of
       intangible assets             553         610       1,657       1,922
      Impairment charges               -      75,432           -      75,432
                                      --      ------          --      ------

    Operating loss                (9,016)    (82,751)    (26,621)   (101,162)

    Interest and other
     expense, net                    376         158         940          14
                                     ---         ---         ---          --

    Loss before income taxes      (9,392)    (82,909)    (27,561)   (101,176)

    Provision (benefit) for
     income taxes                     52      (1,140)        159        (970)
                                      --      ------         ---        ----

    Net loss                     $(9,444)   $(81,769)   $(27,720)  $(100,206)
                                 =======    ========    ========   =========

    Net loss per share
      Basic and diluted           $(0.44)     $(3.85)     $(1.29)     $(4.75)
                                  ======      ======      ======      ======


    Weighted average shares
     used in computation      21,551,171  21,258,430  21,442,715  21,101,887



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

                                      Three Months Ended Nine Months Ended
                                         September 30,     September 30,
                                      ------------------ -----------------
                                         2009     2008     2009     2008
                                      ------------------ -----------------
    Revenue:
    Utility Products & Services         $9,185   $6,042  $23,785  $15,507
    Residential Business                 2,285    5,577    9,256   10,680
    Commercial & Industrial Business    21,725   12,666   24,999   18,072
                                        ------   ------   ------   ------
       Total Revenue                   $33,195  $24,285  $58,040  $44,259
                                       =======  =======  =======  =======

    Cost of Revenue:
    Utility Products & Services         $5,506   $3,459  $13,745   $8,877
    Residential Business                 1,272    3,165    5,605    5,784
    Commercial & Industrial Business    16,963   10,409   18,980   14,113
                                        ------   ------   ------   ------
       Total Cost of Revenue           $23,741  $17,033  $38,330  $28,774
                                       =======  =======  =======  =======

    Gross Profit:
    Utility Products & Services         $3,679   $2,583  $10,040   $6,630
    Residential Business                 1,013    2,412    3,651    4,896
    Commercial & Industrial Business     4,762    2,257    6,019    3,959
                                         -----    -----    -----    -----
       Total Gross Profit               $9,454   $7,252  $19,710  $15,485
                                        ======   ======  =======  =======



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

                                                September 30,    December 31,
                                                     2009            2008
                                                     ----            ----
    Assets
        Cash and cash equivalents                   $22,799         $19,571
        Restricted cash                               1,000           1,968
        Marketable securities                        27,170          28,276
        Accounts receivable, net                     11,963          18,877
        Billed accounts receivable, net              18,963           5,908
        Unbilled accounts receivable                  6,123           4,960
        Deferred costs                               12,794           2,197
        Other current assets                          1,315           1,273
                                                      -----           -----
      Total current assets                          102,127          83,030

        Restricted cash                               3,096           2,089
        Property and equipment, net                  22,215          20,572
        Intangible assets, net                        9,488          10,251
        Goodwill                                      8,179           8,179
        Other assets                                    848           1,036
                                                        ---           -----
      Total assets                                 $145,953        $125,157
                                                   ========        ========

    Liabilities and Shareholders' Equity
        Accounts payable                              6,511           7,672
        Accrued expenses                             16,343           8,006
        Deferred revenue                             27,327           6,694
        Current portion of long-term debt             4,012           3,226
        Other current liabilities                     6,778           2,400
                                                      -----           -----
      Total current liabilities                      60,971          27,998

        Deferred revenue                              2,525           2,220
        Long-term debt                               32,654          24,888
        Other liabilities                             2,877           2,391
                                                      -----           -----
      Total long-term liabilities                    38,056          29,499

        Common stock                                     22              22
        Additional paid-in capital                  227,700         220,638
        Common stock held in treasury                  (211)           (119)
        Accumulated deficit                        (180,650)       (152,930)
        Accumulated other comprehensive income           65              49
                                                         --              --
      Total shareholders' equity                     46,926          67,660
                                                     ------          ------
      Total liabilities and shareholders' equity   $145,953        $125,157
                                                   ========        ========



                                     SCHEDULE 4
                          COMVERGE, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (Unaudited)

                                       Three Months Ended  Nine Months Ended
                                          September 30,      September 30,
                                       ------------------ -------------------
                                         2009      2008     2009       2008
                                       ------------------ -------------------
    Cash flows from operating activities
    Net loss                           $(9,444) $(81,769) $(27,720) $(100,206)
    Adjustments to reconcile net loss
     to net cash provided by (used in)
     operating activities
       Depreciation                        298       289       810        664
       Amortization of intangible assets   724       610     2,089      1,922
       Stock-based compensation          3,986     1,664     6,803      5,416
       Impairment charges                    -    75,432         -     75,432
       Other                               136      (725)      780       (693)
       Changes in working capital        1,512     8,571    23,860      6,846
                                         -----     -----    ------      -----
          Net cash provided by (used in)
           operating activities         (2,788)    4,072     6,622    (10,619)

    Cash flows from investing activities
       Changes in restricted cash         (928)    1,790       (39)      (722)
       Purchases of marketable
        securities                     (10,296)   (8,797)  (24,777)   (31,642)
       Maturities of marketable
        securities                       4,500     6,346    25,750     35,826
       Purchases of property and
        equipment                       (4,425)   (4,761)  (13,011)    (9,193)
       Cash paid for acquisitions, net       -       (48)        -        (48)
                                            --       ---        --        ---
          Net cash used in investing
           activities                  (11,149)   (5,470)  (12,077)    (5,779)

    Cash flows from financing activities
       Borrowings under debt
        facilities, net                  2,803     1,904     8,552      5,598
       Other                               128        95       131       (300)
                                           ---        --       ---       ----
          Net cash provided by
           financing activities          2,931     1,999     8,683      5,298

    Net change in cash and cash
     equivalents                       (11,006)      601     3,228    (11,100)
    Cash and cash equivalents at
     beginning of period                33,805    28,054    19,571     39,755
                                        ------    ------    ------     ------
    Cash and cash equivalents at
     end of period                     $22,799   $28,655   $22,799    $28,655
                                       =======   =======   =======    =======



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

                                    Three Months Ended      Nine Months Ended
                                       September 30,          September 30,
                                    ------------------     ------------------
                                      2009       2008       2009        2008
                                    ------------------     ------------------
    Net loss                        $(9,444)  $(81,769)  $(27,720)  $(100,206)
    Depreciation and amortization     1,022        899      2,899       2,586

    Interest expense (income), net      459        171      1,007         (30)

    Provision (benefit) for income
     taxes, net                          52     (1,140)       159        (970)
                                         --     ------        ---        ----
    EBITDA                           (7,911)   (81,839)   (23,655)    (98,620)
    Non-cash stock compensation
     expense                          3,986      1,664      6,803       5,416
    Non-cash impairment charge            -     75,432          -      75,432
                                         --     ------         --      ------
    Adjusted EBITDA                 $(3,925)   $(4,743)  $(16,852)   $(17,772)
                                    =======    =======   ========    ========

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

Media Relations

Simon Jones
PR for Comverge, Inc.
415.856.5155
Vice President, Blanc and Otus
sjones@blancandotus.com

Getting Started