-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FaDxr/2E6rAkmA//EqaW/oNohRDv0SFAft1a5R8dzaUDQxBw+lDRdm5bpsRIA88k YOepo3JG9QHSi80VUzEG7w== 0001372664-09-000041.txt : 20090310 0001372664-09-000041.hdr.sgml : 20090310 20090310160554 ACCESSION NUMBER: 0001372664-09-000041 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090310 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090310 DATE AS OF CHANGE: 20090310 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Comverge, Inc. CENTRAL INDEX KEY: 0001372664 STANDARD INDUSTRIAL CLASSIFICATION: AUTO CONTROLS FOR REGULATING RESIDENTIAL & COMML ENVIRONMENT [3822] IRS NUMBER: 223543611 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33399 FILM NUMBER: 09669586 BUSINESS ADDRESS: STREET 1: 3950 SHACKLEFORD ROAD STREET 2: SUITE 400 CITY: DULUTH STATE: GA ZIP: 30096 BUSINESS PHONE: 770-696-7660 MAIL ADDRESS: STREET 1: 3950 SHACKLEFORD ROAD STREET 2: SUITE 400 CITY: DULUTH STATE: GA ZIP: 30096 8-K 1 form8k.htm FORM 8-K

 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 8-K


CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest reported event): March 10, 2009

Commission File No. 001-33399


COMVERGE, INC.

(Exact name of registrant as specified in its charter)


 

DELAWARE

22-3543611

(State or other jurisdiction of

Incorporation or organization)

(I.R.S. Employer Identification No.)

 

East Hanover, New Jersey 07936

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code: (973) 884-5970

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 

 

 


Item 2.02         Results of Operations and Financial Condition

On March 10, 2009, Comverge, Inc. issued a press release announcing its results of operations for the fourth quarter and fiscal year ended December 31, 2008. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished pursuant to Item 2.02 in this Current Report on Form 8-K, including the attached exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Other Exhibits

 

Exhibit No.

Description

99.1

Press release, dated March 10, 2009 (furnished herewith).

 

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K, including the exhibits hereto, 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 Current Report on Form 8-K are not 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 year end revenues for 2009, projected contracted revenues, projected regulatory changes or approvals, 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 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 Current Report or with respect to the announcements described herein.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

COMVERGE, INC.

By: /s/ Michael Picchi

Name: Michael Picchi

Title: Chief Financial Officer

Dated: March 10, 2009

 

 

 


EXHIBIT INDEX

 

Exhibit Number

Description of Exhibit

 

 

99.1

Press release, dated March 10, 2009 (furnished herewith).

 

 

 

EX-99 2 exhibit99_1.htm EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE:

 

Comverge Reports Year End 2008 Financial Results

Annual Revenue Growth Exceeds 35% for 4th Consecutive Year

East Hanover, NJ: 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®;

 

-

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

 

-

Megawatts 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® Demand Response Management System software platform;

 

-

Announced the delivery of its five millionth demand management device;

 

-

Appointed 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.

 

Contact:

Investor Relations

Media Relations

Michael Picchi

Chris Neff

Chief Financial Officer

Director of Marketing

770-696-7660, invest@comverge.com

973-947-6064, pr@comverge.com

 


 

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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