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Comverge(COMV)

 
123Jump Rating: - Value Gap   Underwriters: Citigroup
      RBC Capital Markets
Status: Priced  
 
Address: 120 Eagle Rock Rd., Ste. 190
FiledDate: 10/05/2006
  East Hanover,
   
  NJ 07936
Filed Price Range ($): $15.00-17.00
       
Telephone: 973-884-5970 Filed Offer Amount ($ Million): $90.00
       
Fax: 973-884-3504 Shares Offered (Millions): 4.68
       
Websites: www.comverge.com Shares Outstanding (Millions): 16.90
       
Management: Robert Chiste, Chair./Pres./CEO
IPO Date: 04/12/2007
  Frank Magnotti, Pres./COO
   
  Michael Picchi, EVP/CFO
Final Offer Price ($): $18.00
       
Industry: Software Final Offer Size (Millions of Shares): 5.30
       
Employees: 110 Final Offer Amount ($ Million): $95.40
       
Competitors: ESCO Technologies
S-1 Forms:
  Honeywell International
   
  SmartSynch
 
       
     
     
     
       
 
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Company Links
Executives Products Services
Major Stock Holders   (Prior To Offering)

Name

Class A
Acorn Factor, Inc 23.60%
EnerTech Capital Partners II L.P 17.20%
John A. Moore 23.60%
Scott B. Ungerer 17.10%
Timothy A. Woodward 14.00%

Business Environment

According to the Center for Smart Energy, the electric utility market is one of the largest industries in North America with estimated sales of $275 billion in 2005. Investment in generation, transmission and distribution assets required to meet electricity demand is expected to be $10 trillion between 2005 and 2030, according to the Energy Information Administration, or EIA.

Under-investment in new transmission and distribution assets and increased demand for energy have resulted in an over-burdened electric grid, periodically preventing the movement of power to needed areas during peak times. In 2003, the Pacific Northwest National Laboratory, or PNNL, reviewed the increasing gap between the growth of the transmission and distribution network and the growth of electricity demand across North America, forecasting growth in electricity demand of 20% from 1999 to 2009, but less than 5% growth in transmission capacity expansion during that same period.

According to the EPRI, there has not been any material capital investment in electricity transmission assets (power lines, transformers, etc.) in the past decade, and at least 60% of the current infrastructure needs to be replaced. The EPRI estimates that $100 billion to $150 billion will be required over the next 10 years to enhance the North American transmission and distribution grid to the levels required by the Energy Policy Act of 2005. According to the EIA, 281 gigawatts of new power-generating capacity will be needed by 2025 to meet the growing demand for electricity in the U.S. This is equivalent to 937 new power plants, each capable of producing 300 megawatts of electricity.

Electric utilities generally use natural gas-fired peaking plants to meet peak energy demand needs. According to the American Gas Foundation, a decrease in the overall natural gas supply has resulted in considerable price volatility. Natural gas prices have ranged from a high of $13.00 per million British thermal units, or mmBtu, to a low of $5.00 per mmBtu since 2004.

Company Strategy
The Company is a leading provider of clean energy solutions that enhance grid reliability and enable utilities to increase available electric capacity during periods of peak energy demand on a more cost-effective basis than conventional alternatives.

Product/Services Portfolio
The Company’s Smart Grid Solutions Group offers a broad range of products from basic one-way load control switches to technologically sophisticated smart thermostats and comprehensive two-way data collection and control systems, as illustrated in the chart below. The typical sale by the Company’s Smart Grid Solutions Group involves both hardware and software. The Company provides the hardware that is installed at the premises of the residential, commercial or industrial electricity consumers as well as the communication and control software that interfaces with the existing utility system. The products offered by the Company’s Smart Grid Solutions Group address the entire range of the Smart Grid market because the products include one- and two-way devices and virtually every communications mode, including wireless internet, VHF paging, telephone, broadband cable and cellular.

Load Management Solutions offered to residential customers who are typically on a fixed rate from the utility. Digital Control Unit is an intelligent, microprocessor-driven solution for load management control; installed on large energy-consuming devices and controls the cycling and operation of the device according to the needs of the electric utility. SuperStat is an advanced, programmable thermostat solution with embedded communications to control the air conditioning and heating load. PowerCAMP Load Management Software is a software application used to manage, operate and maintain the load management devices.

AMR Systems is offered to residential and small commercial customers that are on a time-of-use rate system and also used for frequent meter reading by large commercial and industrial customers. Maingate Home is integrated AMR and load management solution developed for the growing need of AMI. Maingate Commercial and Industrial is embedded and retrofit AMR solution using digital cellular communications installed on high-revenue accounts (commercial & industrial) for electric utility billing and load analysis. PowerCAMP Metering Software is a metering and analysis software package used to collect, manage and analyze the use of energy; interfaces with billing and other backoffice applications as needed by the electric utility.

Virtual SCADA Systems is offered to customers on real-time rates that vary as their usage of energy varies and also used to monitor and manage grid automation equipment for utilities and their customers in real-time. Digital Capacitor Control is designed to remotely operate capacitors located on an electric utility’s distribution grid as and when the electric utility needs them operated for power factor correction and voltage stabilization, thereby increasing the efficiency of energy delivery to the end consumers.

The Company’s Alternative Energy Resources Group offers VPC programs to electric utilities pursuant to which it provides capacity, on a pay-for-performance basis, through long-term contracts.

Investment Analysis
For the six months ended June 30, 2006, revenues were $9.5 million compared to $7.2 million for the six months ended June 30, 2005, an increase of $2.4 million, or 33%.

General and administrative expenses were $7.0 million for the six months ended June 30, 2006 compared to $5.4 million for the six months ended June 30, 2005, an increase of $1.6 million, or 30%.

Marketing and selling expenses were $4.4 million for the six months ended June 30, 2006 compared to $3.6 million for the six months ended June 30, 2005, an increase of $0.8 million, or 22%.

Research and development expenses were $0.6 million and $0.5 million for the six months ended June 30, 2005 and 2006, respectively.

Net interest expense (income) decreased from income of $56,000 for the six months ended June 30, 2005 to an expense of $135,000 for the six months ended June 30, 2006.

Income Data (Thousand $ Except EPS)
Year Revenues Costs Oper Income Taxes Net Income EPS
2003 15,394 0.00 -8,731 0.00 -9,317 -1.67
2004 17,264 0.00 -9,029 0.00 -9,258 -1.59
2005 23,351 0.00 -7,927 0.00 -7,981 -1.31
2006 12,751 0.00 -12,075 -33 -12,445 -1.95
*As of period ended September 30, 2006

Balance Sheet Data (Thousand $)

Year

Cash Acct Recv. Inventory Total Cur Assets Total Cur Liability PPE Total Assets LT Debt SH Equity
2004 8,761 4,620 2,102 16,540 5,642 5,342 23,961 0.00 16,108
2005 2,606 5,288 1,721 13,554 10,503 10,282 24,555 0.00 8,250
2006 1,184 10,023 1,344 22,456 28,875 12,223 35,456 0.00 1,926
*As of period ended September 30, 2006

Cash Flow Summary (Thousand $)

Year

Net Cash-Ops Net Cash-Inv Net Cash-Fin Net Change
2003 -7,133 -1,554 13,147 4,460
2004 -6,951 -4,156 15,298 4,191
2005 -5,230 -4,926 4,001 -6,155
2006 -7,679 -2,791 9,048 -1,422
*As of period ended September 30, 2006
 

 

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