Exhibit 99.1
FOR IMMEDIATE RELEASE:
Comverge Announces 2007 Third Quarter Financial and Operating Results
East Hanover, NJ: November 6, 2007 – Comverge, Inc. (NASDAQ: COMV), the leading clean capacity provider through demand response and energy efficiency, announced third quarter operating results for 2007.
Robert M. Chiste, Chairman, CEO and President of Comverge said: “Comverge saw dramatic expansion in its business and in the demand response and the energy efficiency sectors overall in the third quarter. Through Comverge’s disciplined execution and two market-defining strategic acquisitions completed this quarter, we continue to establish our foundation for accelerated growth in 2007 and beyond. Our rapid growth illustrates our ability to execute effectively on our plan. This is a tribute to Comverge’s entire team of 272 employees, which includes over 155 new employees this year, more than doubling our workforce.”
Financial Summary
Third quarter revenues for 2007 were $10.0 million, a 211% increase compared to $3.2 million in the third quarter of 2006. Revenues for the third quarter of 2007, excluding Enerwise, were $5.6 million, a 74% increase compared to the third quarter in 2006. Because we acquired Public Energy Solutions (PES) at the end of the third quarter of 2007, operating results for PES will not be reported until the fourth quarter. Revenues for both periods do not include revenues from our residential VPC contracts which are deferred and recognized in the fourth quarter.
Net loss for the third quarter of 2007 was $5.3 million or $0.28 per share, compared to a net loss of $4.5 million or $1.39 per share for the third quarter of 2006. Net loss per share on a pro forma basis was $0.28 for the third quarter of 2007 compared to a net loss of $0.38 for the same period of 2006 (see Schedule 4 – Reconciliation of Pro Forma of GAAP Earnings Per Share).
Adjusted EBITDA loss for the third quarter of 2007 was $4.4 million compared to a loss of $4.3 million for the third quarter of 2006. 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.
Business Highlights
Comverge’s Third Quarter 2007 business highlights are as follows:
• | Completed the acquisition of Enerwise Global Technologies, Inc. allowing Comverge to dramatically expand its offerings for commercial and industrial consumers, |
• | Completed the acquisition of Public Energy Solutions, LLC, creating Comverge’s energy efficiency offerings by expanding into base load capacity reduction; |
• | 110% increase in contracted revenues from $122 million to $257 million year-over-year; and, |
• | 145% increase in contracted capacity, as measured in megawatts under long-term capacity contracts, from 220 to 539 megawatts year-over-year. |
Recent Developments
Since September 30th, Comverge has achieved the following:
• | Awarded a 130 megawatt long-term VPC contract with Connecticut Light and Power, which allows Comverge to utilize a portion of the existing assets from its expiring ISO New England contracts, |
• | Awarded a 50 megawatt long-term VPC contract for commercial and industrial capacity with Southern California Edison; and, |
• | Entered into a multi-year hardware, software, and services contract with Tampa Electric Company to provide a two-way fully automated metering and price based demand response system. |
Current Outlook
We expect our full-year fiscal 2007 revenues to be in a range from $50 million to $55 million, a year-over-year increase of approximately 55%, and our revenue growth rate to accelerate in 2008. Key drivers of our expected revenue growth in 2008 will be the contributions from our recent acquisitions of Enerwise and Public Energy Solutions and the increase in our installed capacity as we build out our recent contract wins. As of September 30, 2007, we had installed 241 megawatts under our capacity contracts. Today, we have 659 megawatts under contract which contribute to contracted future revenues of $366 million.
Additional Information
Comverge will discuss these results in a conference call scheduled for today at 10:00 a.m. ET. To participate in the conference call, please dial (888) 765-5570 or (913) 312-9324. 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 November 13, 2007 at 11:59 p.m. ET and can be accessed by dialing (888) 203-1112 or (719) 457-0820 and entering passcode 7294700.
Additional financial information can be found in the Company’s Form 10-Q for the third quarter of 2007, which has been filed today with the Securities and Exchange Commission.
About Comverge:
Comverge 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, visitwww.comverge.com.
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 projected year end revenues for 2007, projected contracted revenues, projected market penetration, the amount of revenue and megawatts that will be generated by long-term contracts 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, economic and competitive factors, our key strategic relationships, and other risks more fully described our most recently filed 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.
Contact: | ||
Investor Relations | Media Relations | |
Michael Picchi | Chris Neff | |
Chief Financial Officer | Director of Marketing | |
770-696-7660, invest@comverge.com | 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 September 30, | Nine Months Ended September 30, | |||||||||||||||
2006 | 2007 | 2006 | 2007 | |||||||||||||
Revenue | ||||||||||||||||
Product | $ | 2,085 | $ | 3,717 | $ | 9,365 | $ | 10,854 | ||||||||
Service | 1,128 | 6,291 | 3,386 | 9,508 | ||||||||||||
Total revenue | 3,213 | 10,008 | 12,751 | 20,362 | ||||||||||||
Cost of revenue | ||||||||||||||||
Product | 1,605 | 2,281 | 6,284 | 6,965 | ||||||||||||
Service | 563 | 4,599 | 1,287 | 6,055 | ||||||||||||
Total cost of revenue | 2,168 | 6,880 | 7,571 | 13,020 | ||||||||||||
Gross profit | 1,045 | 3,128 | 5,180 | 7,342 | ||||||||||||
Operating expenses | ||||||||||||||||
General and administrative expenses | 3,496 | 5,722 | 10,509 | 14,457 | ||||||||||||
Marketing and selling expenses | 1,734 | 2,687 | 6,089 | 6,749 | ||||||||||||
Research and development expenses | 166 | 190 | 637 | 819 | ||||||||||||
Amortization of intangible assets | 4 | 280 | 20 | 308 | ||||||||||||
Operating loss | (4,355 | ) | (5,751 | ) | (12,075 | ) | (14,991 | ) | ||||||||
Interest (income) expense, net | 105 | (469 | ) | 240 | (908 | ) | ||||||||||
Other expense | 52 | 7 | 97 | 78 | ||||||||||||
Loss before income taxes | (4,512 | ) | (5,289 | ) | (12,412 | ) | (14,161 | ) | ||||||||
Provision for income taxes | — | 7 | 33 | 21 | ||||||||||||
Net loss | $ | (4,512 | ) | $ | (5,296 | ) | $ | (12,445 | ) | $ | (14,182 | ) | ||||
Net loss per share | ||||||||||||||||
Basic and diluted | $ | (1.39 | ) | $ | (0.28 | ) | $ | (3.89 | ) | $ | (1.12 | ) | ||||
Weighted average number of shares | 3,257,039 | 19,105,624 | 3,198,248 | 12,714,474 | ||||||||||||
Pro forma net loss per share | ||||||||||||||||
Basic and diluted | $ | (0.38 | ) | $ | (0.28 | ) | $ | (1.06 | ) | $ | (0.88 | ) | ||||
Weighted average number of shares | 11,846,089 | 19,105,624 | 11,787,298 | 16,080,878 | ||||||||||||
SCHEDULE 2
COMVERGE, INC.
SEGMENT INFORMATION
(In thousands)
(Unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2006 | 2007 | 2006 | 2007 | |||||||||
Revenue: | ||||||||||||
Smart Grid Solutions Group | $ | 2,962 | $ | 4,748 | $ | 12,214 | $ | 13,616 | ||||
Alternative Energy Resources Group | 251 | 842 | 537 | 2,328 | ||||||||
Enerwise | — | 4,418 | — | 4,418 | ||||||||
Total Revenue | $ | 3,213 | $ | 10,008 | $ | 12,751 | $ | 20,362 | ||||
Cost of Revenue: | ||||||||||||
Smart Grid Solutions Group | 2,045 | 2,862 | 7,395 | 8,131 | ||||||||
Alternative Energy Resources Group | 123 | 644 | 176 | 1,515 | ||||||||
Enerwise | — | 3,374 | — | 3,374 | ||||||||
Total Cost of Revenue | $ | 2,168 | $ | 6,880 | $ | 7,571 | $ | 13,020 | ||||
Gross Profit: | ||||||||||||
Smart Grid Solutions Group | 917 | 1,886 | 4,819 | 5,485 | ||||||||
Alternative Energy Resources Group | 128 | 198 | 361 | 813 | ||||||||
Enerwise | — | 1,044 | — | 1,044 | ||||||||
Total Gross Profit | $ | 1,045 | $ | 3,128 | $ | 5,180 | $ | 7,342 | ||||
SCHEDULE 3
COMVERGE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
December 31, 2006 | September 30, 2007 | |||||||
Assets | ||||||||
Cash and cash equivalents | $ | 3,774 | $ | 30,065 | ||||
Short-term marketable securities | — | 32,769 | ||||||
Accounts receivable, net | 5,736 | 11,213 | ||||||
Inventory | 1,348 | 2,083 | ||||||
Deferred Costs | 2,228 | 8,880 | ||||||
Other current assets | 2,419 | 1,786 | ||||||
Total current assets | 15,505 | 86,796 | ||||||
Property and equipment, net | 12,405 | 11,987 | ||||||
Intangible assets, net | 195 | 19,491 | ||||||
Goodwill | 499 | 75,264 | ||||||
Other assets | 232 | 1,129 | ||||||
Total assets | $ | 28,836 | $ | 194,667 | ||||
Liabilities and Shareholders’ Deficit | ||||||||
Accounts payable | 3,046 | 4,642 | ||||||
Deferred revenue | 6,092 | 19,815 | ||||||
Accrued expenses | 4,369 | 4,876 | ||||||
Other current liabilities | 914 | 14,432 | ||||||
Current portion of long-term debt | — | 1,236 | ||||||
Total current liabilities | 14,421 | 45,001 | ||||||
Long-term debt | 5,000 | 26,394 | ||||||
Other liabilities | 1,016 | 1,331 | ||||||
Total long-term liabilities | 6,016 | 27,725 | ||||||
Convertible Preferred Stock: | ||||||||
Series A | 21,438 | — | ||||||
Series A-2 | 13,568 | — | ||||||
Series B | 5,411 | — | ||||||
Series C | 100 | — | ||||||
Common stock | 3 | 20 | ||||||
Additional paid-in capital | 20,099 | 188,303 | ||||||
Accumulated deficit | (52,220 | ) | (66,402 | ) | ||||
Accumulated other comprehensive income | — | 20 | ||||||
Total shareholders’ equity | 8,399 | 121,941 | ||||||
Total liabilities and shareholders’ equity | $ | 28,836 | $ | 194,667 | ||||
SCHEDULE 4
COMVERGE, INC.
RECONCILIATION OF PRO FORMA TO GAAP EARNINGS PER SHARE
(In thousands, except shares and per share data)
(Unaudited)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2006 | 2007 | 2006 | 2007 | |||||||||||||
Net loss | $ | (4,512 | ) | $ | (5,296 | ) | $ | (12,445 | ) | $ | (14,182 | ) | ||||
Weighted average number of shares used in computation of basic and diluted earnings per share | 3,257,039 | 19,105,624 | 3,198,248 | 12,714,474 | ||||||||||||
GAAP basic and diluted earnings per share | $ | (1.39 | ) | $ | (0.28 | ) | $ | (3.89 | ) | $ | (1.12 | ) | ||||
Weighted average number of shares used in computation of basic and diluted earnings per share | 3,257,039 | 19,105,624 | 3,198,248 | 12,714,474 | ||||||||||||
Conversion of all preferred shares into common shares | 8,589,050 | — | 8,589,050 | 3,366,404 | ||||||||||||
Total pro forma shares giving effect to the initial public and related conversions | 11,846,089 | 19,105,624 | 11,787,298 | 16,080,878 | ||||||||||||
Pro forma basic and diluted earnings per share | $ | (0.38 | ) | $ | (0.28 | ) | $ | (1.06 | ) | $ | (0.88 | ) | ||||
Pro forma earnings per share have been adjusted for the three and nine months ended September 30, 2007 and September 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 September 30, | Nine months Ended September 30, | |||||||||||||||
2006 | 2007 | 2006 | 2007 | |||||||||||||
Net loss | $ | (4,512 | ) | $ | (5,296 | ) | $ | (12,445 | ) | $ | (14,182 | ) | ||||
Depreciation and amortization | 95 | 450 | 294 | 718 | ||||||||||||
Interest (income) expense, net | 105 | (469 | ) | 240 | (908 | ) | ||||||||||
Provision for income taxes | — | 7 | 33 | 21 | ||||||||||||
EBITDA | $ | (4,312 | ) | $ | (5,308 | ) | $ | (11,878 | ) | $ | (14,351 | ) | ||||
Non-cash stock compensation expense | 53 | 865 | 129 | 1,542 | ||||||||||||
Adjusted EBITDA | $ | (4,259 | ) | $ | (4,443 | ) | $ | (11,749 | ) | $ | (12,809 | ) | ||||
See “Non-GAAP Financial Information” earlier in this earnings press release for information on the use of this Non-GAAP financial measure