Greetings and welcome to the conference call to discuss Stem's acquisition of AlsoEnergy. At this time, all participants are in a listen-only mode. A brief question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Ted Durbin, Head of Investor Relations. Thank you, Ted. You may begin.
Thank you, operator. Today, Stem announced an agreement to acquire AlsoEnergy. Details of this transaction can be found in the press release issued at approximately 6:30 A.M. Eastern Time today, along with an 8-K filed with the Securities and Exchange Commission. Before we begin, please note that some of the information you will hear during this presentation will consist of forward-looking statements. Actual results may differ materially from those projected in our forward-looking statements. Additional information concerning factors that could cause our results to materially differ from those in our forward-looking statements are contained in our registration statement on Form S-1, filed with the SEC on July 19, 2021, and our most recent forms 10-K, 10-Q and 8-K filed with or furnished to the SEC. Our comments today also include non-GAAP financial measures.
Additional details and reconciliations to the most directly comparable GAAP financial measures can be found in the press release and investor presentation, which is on the investor relations portion of our website at www.stem.com. The presentation today will use slides which are available on Stem's investor relations website. On the call today are John Carrington, Stem's CEO, and Bill Bush, Stem's CFO. Prakesh Patel, Chief Strategy Officer, will also be available for the question and answer portion of the call. Today's call is open to securities analysts, investors, and the media. After the prepared remarks, we will take questions. The operator will provide instructions for the Q&A at the conclusion of the prepared remarks. With that, let me turn the call over to John.
Thanks, Ted. Starting on slide three, I'm extremely excited to share with you this morning that we've reached an agreement to acquire AlsoEnergy, a leading edge IoT and SaaS platform that monitors and controls approximately 32.5 GW of solar assets. We have big ambitions for what we can accomplish together. We've always said that over time, Stem would relentlessly focus on three key objectives. Number one, expanding our software offering. Number two, broadening our commercial reach. Number three, growing our margins and recurring revenue. We believe this transaction meets all of those objectives and creates a powerhouse energy intelligence software platform. First, AlsoEnergy offers industry-leading solar monitoring and controls, which currently generates $23 million of annual recurring software revenue.
Stem's Athena software platform will have access to a substantially larger data set from the AlsoEnergy install base of 32 GW, which will drive better targeting for energy storage and higher win rates by offering an expanded SaaS solution for our customers. Second, AlsoEnergy scales our geographic reach significantly with assets under management in over 50 countries. It also opens up a new set of customers for solar and storage cross-selling, as only 30% of our customer relationships overlap. Third, this transaction is accretive on both gross margin and EBITDA margin versus our current financials before synergies and we expect to see upside as we integrate the businesses. Additionally, the standalone storage investment tax credit presents a compelling opportunity for retrofits across the AlsoEnergy portfolio in the United States. Bill Bush, our CFO, will cover the financial details later in the call. Turning to slide four.
Let me first say a few words about AlsoEnergy, so you can share in my excitement about this transaction. AlsoEnergy is a leading provider of SaaS solutions and edge IoT controls for solar assets ranging from small commercial and industrial customers through to large front-of-the-meter installations. Fundamentally, AlsoEnergy installs high-value edge controls that monitor and control solar assets, synthesizing data and insights across heterogeneous solar portfolios globally for a variety of stakeholders, including solar asset owners, O&M contractors, field service providers, and EPCs. They have successfully built relationships with blue-chip C&I and FTM customers, have 32.5 GW in AUM, and manage assets in over 50 countries. The company is headquartered in Boulder, Colorado, with over 300 employees, including 90 software engineers.
On the next slide five , this graphic illustrates the AlsoEnergy platform as it provides real-time visibility and controls of solar projects to renewable energy project developers and asset owners in the C&I and FTM segments. The acquisition of AlsoEnergy and its marquee software product, PowerTrack, demonstrates our commitment and strategic focus on growing our software business across energy transition end markets. The third-party research firm Guidehouse placed PowerTrack as best in class for asset performance management software. Moving to slide six. In our third quarter call, I mentioned that we would expand our leadership position as a leading energy intelligence software provider for the energy transition. AlsoEnergy helps us realize this vision, and we believe AlsoEnergy's focus on solar monitoring and control with our focus on economic optimization for storage will be highly complementary as those two technologies converge.
We will be able to leverage the substantial operational data that the AlsoEnergy platform collects to better drive economic outcomes for our customers' projects. In addition, we look forward to using Stem's AI-driven Athena platform to drive a more predictive and automated approach to asset management. On slide seven, I want to discuss the commercial opportunity. I am tremendously excited by the opportunity presented by AlsoEnergy's AUM, customer base, and technology. Most of AlsoEnergy's customers are C&I or small to medium-sized FTM, which is a core market for Stem. We intend to offer AlsoEnergy's software solutions through our extensive channel partner network, which currently represents 80% of Stem's bookings. We expect significant growth opportunities as AlsoEnergy's AUM has extremely low penetration to date. In evaluating our respective customer accounts, we estimate there is only a 30% overlap in our customer relationships.
We expect that as AlsoEnergy's new business and existing AUM becomes ready for storage additions, our access to data and familiarity with customers' needs will put us in a prime position to win storage business and grow Stem's core Athena software offering. I will now turn the discussion over to Bill Bush, our Chief Financial Officer, to discuss some of the financial details and transaction considerations.
Thanks, John. On to slide eight. This shows a side-by-side comparison of key operational and financial metrics for the two companies. As John mentioned, AlsoEnergy is immediately accretive to Stem on both a gross margin and EBITDA margin basis before synergies, and we expect there to be upside as we integrate the businesses. AlsoEnergy generated approximately $57 million of revenue over the last 12 months with a gross margin of 60%, an adjusted EBITDA of $11 million. Similar to Stem, the business is capital light and has high free cash flow conversion. With only 30% customer overlap, AlsoEnergy adds tremendous scale and opportunity to our footprint, with 32.5 GW of commercial and industrial in front of the meter customers across 41,000 sites in 50+ countries through a low customer acquisition cost route to the market. Looking at slide nine.
AlsoEnergy's business model includes a SaaS offering for its core asset management software, which is enabled by the sale of high-value edge industrial controllers into professional services. Gross margins for these segments track closely with Stem's, with software at approximately 80% and the edge controller and services offerings generating approximately 30%-40% gross margins. Turning to slide 10. The transaction for the deal is $695 million, which will be financed through a mix of approximately 75% cash and 25% Stem stock. The number of Stem common shares to be issued in connection with the stock portion of the transaction will be based on Stem's volume-weighted average price per share or VWAP during the calendar month of December 2021. Importantly, both AlsoEnergy's private equity sponsor and its key management stockholders will roll a portion of their consideration to Stem equity.
Everyone has agreed to a minimum six-month lock-up, while AlsoEnergy's CEO, Robert Schaefer, has agreed to a lock-up that extends for three years. We are excited by their confidence in our collective vision for Stem and AlsoEnergy. From a timing perspective, we have secured the unanimous approval of both the Stem board of directors and the AlsoEnergy shareholders. The transaction closing is pending regulatory approval, and we expect that close to take place in the first quarter of 2022. Lastly, slide 11. While we expect to provide updated financial guidance when we announce Q4 2021 financial results in February 2022, we are confident that the pro forma financial position leaves Stem well-capitalized to continue to drive growth and execute on our business plan at an accelerated pace as a result of this acquisition. Now I'll hand it off to John for the wrap-up.
Thanks, Bill. Wrapping up on slide 12. To summarize, we are excited to announce the acquisition of AlsoEnergy. We are confident that Stem and AlsoEnergy together have the broad software and services offerings, geographic reach, and financial strength to capitalize on the tremendous opportunity in front of us. The combined company will deliver an AI-driven software offering that we expect will simplify our customers' asset management, boost their project returns, and accelerate our growth trajectory. The combination results in substantial recurring software revenue squarely focused on our core market. We expect the transaction to drive higher customer win rates with a more complete offering in the market that is well-positioned to become the standard for best-in-class AI-driven energy optimization and asset management.
The strategic combination results in 32.5 GW of additional AUM for Stem across 50+ countries and is expected to be immediately accretive in both gross margin and EBITDA. We intend to close the transaction pending regulatory approval, which is expected in Q1 2022. With that, let's open the line for questions, please.
Thank you. We will now be conducting a question-and-answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate that your line is in the question queue. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment please while we poll for questions. Thank you. Our first question comes from Maheep Mandloi with Credit Suisse. Please proceed with your question.
Hey, good morning everyone, a nice deal there. Maybe just questions on the growth rates here. Like how should we think about the revenues or EBITDA contributions in the next few years from this business? Can you just touch upon synergies either on the existing businesses or like how much do you expect on the storage or solar cross-selling across these businesses? Thanks.
Thanks, Maheep. I'll let Bill answer the first part of that. The second piece around the synergies is really exciting for us. You know, we have now a 32.5 GW base to work from with solar assets that really the next step is to look at what sort of storage opportunities with AlsoEnergy we could put onto that. Obviously, AlsoEnergy has a very strong and growing pipeline we also can integrate. What the other part that we really think is compelling is, you know, we have such a strong channel for our, you know, our current Stem business that we feel we could add that to those channel partners. You know, 80% of our bookings, as we talked about in the third quarter, came through that channel.
This is another opportunity to provide additional products for those channel partners to be able to sell into a variety of solar customers. The synergies are very compelling. We'll obviously unpack that more throughout 2022, but it was obviously a very, very exciting part of, you know, our assessment of looking at this acquisition. Bill, you wanna touch on the first part?
Sure. Thanks, Maheep. Yeah, this business showed, and I think it's important to say this historically showed a 23% CAGR, which is a little bit lower than ours. I think what it doesn't take into account is the cross-selling opportunities, and so those synergies that John was referencing. You know, they have a really low attach rate on storage today. There's just a lot of opportunity for us to reach into their existing customer base, which really are made up of names that we would have otherwise liked to have worked with, you know, from the past, and really now have the opportunity to touch into these guys, who are really the number one provider on the solar side. I actually hired them back in 2010. It's really been, you know, when I was in solar.
I think it's really an opportunity for us not just to get into their base though, but also because we're a little bit closer in on the projects when they're coming out of developers' hands. We'll have the opportunity to introduce the AlsoEnergy platform to solar developers and projects at a much earlier stage and locking in even higher attach rates than what they have now to the project. We're really excited about that opportunity.
Gotcha. Off that 32.5 GW, the portfolio, like how many are kind of closer to your front of the meter and behind the meter markets? Historically, you've talked about not wanting to compete on the large front of the meter, right? Just want to understand that mix. The follow-up on that, or the second part of that question is just on how to think about competition here and like why AlsoEnergy, like what helped them grow to 32.5 GW over the last three years. Thanks.
Hey, Maheep, I can-
Yeah.
Handle that.
Go ahead. Yeah.
What I was gonna say on the second point, if you look at third-party reports and broadly market share, AlsoEnergy is a leader in the asset performance management space. There's really, you know, a handful of other competitors, but they've been at it for over a decade and have great, tremendous market share, as well as a reputation for delivery, that's recognized across the developer landscape as well as asset owners. As far as overlap on the customers, I, you know, John mentioned in the presentation when we looked across the AlsoEnergy customer base, there's about 30% customer relationship overlap. So we think there's tremendous opportunity to cross-sell. The segments that we most respectively focus on are very similar, right? On the behind the meter side, it's corporate customers that are deploying renewable energy projects.
On the front of the meter side, it's the small to medium scale front of the meter projects where we can drive differentiation through software rather than selling low margins offerings into them. At a high level, it's about a 75% BTM, 25% FTM mix. I think that's one of the most important parts to point out too, Maheep, is that this is not a residential solar play. This is really down the middle of what we do, commercial, industrial, in utilities, asset owners, and folks like that. I think the...
You know, some of the names that you see on slide seven of the presentation, which I think is on our website now in case you don't have it up, that really shows you some of the both the overlap of names, which are all high quality names, but also more importantly, the underlap. I think that's really where for us, this gets super interesting, you know, in terms of coming into the market and expanding our software footprint, which is what we talked about consistently, you know, all the way through, you know, now more than a year ago, a way of accelerating our software footprint, and this really gives us a nice kickstart in terms of doing that.
Got it. No, no, that's helpful. That 75, 25 makes clarity. Now we'll just jump back in the queue and hand it over to the others here.
Perfect. Thanks, Maheep.
Thank you. Our next question comes from Brian Lee with Goldman Sachs. Please proceed with your question.
Hey, everyone, this is Miguel on for Brian. Just a couple of questions on our end. Just kind of curious on, I guess how you think about costs, what costs will be associated with bringing in AlsoEnergy, maybe in 2022. I think you mentioned maybe you'd still be kind of evaluating synergies, but just wanted to hear maybe more color around expectations for synergy in 2022 as well.
Yeah. Thanks, Miguel. Good to hear from you. Prakesh, do you wanna start that, and I'll follow on with a couple thoughts?
On the synergies, I would segment those. You know, our initial focus is really not to interrupt AlsoEnergy's success. There's not a focus on reducing headcount or anything on focusing on cost synergies. The real drivers and our focus is around accelerating our respective commercial momentum. We talked about the cross-sell. From a longer term perspective, we believe there's an opportunity to combine the AlsoEnergy edge controller with Stem's on-site controller, resulting in effectively all solar sites being Stem ready. What it would provide is tremendous visibility into the performance and economics of solar sites, allowing us to better target where storage may be viable, leveraging our respective relationships to enhance close rates.
That's the primary focus, but it's certainly not to disrupt the trajectory that both businesses have built over the past few years. Bill?
Yeah. Maybe in terms-
I would-
Go ahead, John. Sorry, John.
I would just echo that as well. I think the other thing to add, Miguel, that's really compelling to us is they have a little over 300 employees, and 90 of which are software developers. As you know, it's a very competitive market on that front. We've spent a lot of time with this team, and we're very excited about what we can collectively do together. This is a grow together story, not a synergistic taking out a bunch of headcount to drive down the cost.
We believe one plus one is four in this case, and very excited about, you know, what they have in India as an example to help with our development of software as well as hardware opportunities that they're actually manufacturing in their Boulder facility that we could look at for our future development of our products or combine them together. There could be a cost synergy there, but this is really about accelerating our collective growth strategies. We feel like it's really a very transformative acquisition for Stem. Bill, you had something to add?
Yeah. I was gonna say that we don't expect to see significant costs associated with the integration of the two businesses. I mean, of course, you know, we'll need to, you know, get the teams together and start working through any number of primarily back office systems. I mean, where you talk about HR, I mean, fortunately, they use NetSuite, which is not to make a plug for Oracle, but we use that as well. So from that standpoint of the financial integration is gonna be a little bit easier, you know, 'cause we're, of course, as a public company, need to hit the ground running in terms of reporting. They do have, you know, a much more extensive worldwide platform than we do. I mean, our operations are primarily North America today, you know, kind of the U.S. and Canada.
As John mentioned, they, you know, they start the day in India and go all the way into Europe. It's really an opportunity for us, you know, as John mentioned, you know, to be able to take advantage of that base. I mean, we've been expanding where our employees sit, and this really gives us the opportunity to tap into other labor markets, which we would've had a much more difficult time all by ourselves in, you know, creating. It really expands that portfolio. All of which makes, you know, whether it's on the revenue side or on, you know, say the, you know, kind of this cost side, this transaction is accretive to us from the first day.
Thanks. I appreciate all that color. On the accretion, when we look at the margins for AlsoEnergy, I guess reporting 80% on the software, 30-40% on edge solutions, and 30-40% on services, I guess, is there? Do you envision any potential expansion there? I guess, how do you think about the steady state margins in those three parts of the business? Have they already reached kind of a stable level there? Or do you imagine some kind of expansion in margins? Then, the second part to that question I can pass it on is, you mentioned the 23% CAGR, the revenue CAGR for them.
I guess, how do you see, I guess, longer term growth, maybe quantifying in 2022? You know, are we kind of at a steady state growth level there or expecting faster growth? Thanks.
Hey, Miguel. I'll take the second part. Bill, you can take the first one. Look, from a growth standpoint, they're tracking to the solar industry. I think they're, you know, at or just above that range, Miguel. I would also say that, you know, again, we believe the ITC passes on standalone storage, and that could further accelerate the collective growth rates. Again, that's not in either of our financials, and we'll talk more about that in the first quarter. Bill, I'll let you take the front end of the question.
Yeah. We think that there is opportunity to expand the margins, and some of the things we've touched on already. Whereas, you know, as John mentioned, they've got a manufacturing facility in Boulder. We do most of our manufacturing, if not all of our power controller through third parties. There's an opportunity for us to take advantage of the infrastructure that they've got on that side. There's also. You know, one of the major drivers of gross margin on the software side, of course, is communication fees. They have a very interesting deal with Verizon, and we've got a deal with both Verizon and AT&T. There's an opportunity for us to put those two things together by and drive more volume through that same contract. There's really. I think there's an opportunity for us really on the cost avoidance side going forward.
There's a number of things that we'll work on and look through, whether it be in the operational aspect or on the financial side, to be able to drive those margins a bit higher. I mean, I think there is opportunity. I think the biggest part of this, though, coming back to it, is the opportunity to have more selling opportunities rolling through the channel.
One more comment I'd make about AlsoEnergy standalone business. What we've seen in reviewing their historical financials is they've been able to accrete aggregate margins even with the accelerating growth rate of recent times. You know, that's quite encouraging. They've been consistently able to deliver a high aggregate gross margin, as we mentioned in the presentation, 60% for the last 12-month period.
Okay, great. Thank you. Very helpful.
Thank you.
Thank you. Our next question comes from Biju Perincheril with Susquehanna. Please proceed with your question.
Hi. Good morning. Congratulations on the deal. So you mentioned the 32.5 GW assets under management. Can you give a sense of how much of that is in the U.S.? Just trying to get a sense of, you know, how much of that could benefit from standalone ITC.
Hey, Biju. Thanks for the question. Yeah, 90% of their business is currently in the U.S. Again, as Bill mentioned, it's utility asset, you know, developers, owners. It's not, you know, not in the residential side. From an ITC standpoint, we're excited about the opportunity both on the installed base and also in our collective pipelines.
Okay, that's great. Any color you can give on their pipeline or backlog?
Yeah, I think.
You know, I don't know. I think we're better talking about that in the first quarter. If we do it at all, I think we'd rather look at the collective opportunity and put that together. I would say to you that, you know, we're very compelled by the pipeline that they have. As you saw in the customer overview slide, and Bill touched on this, the fact that there are 70% of customers that we don't have overlap with is really compelling. Some exceptional names out there that we're looking forward to integrating. You know, throughout the last probably year and a half, we have had constant incoming from both our channel partners and our direct relationships with solar developers that have asked, "Why can't you be more of a one-stop shop for us?
We love the domain expertise of Stem. We think Athena is best in class, and we buy a couple other types of software to enable our project." This is a constant theme we got with this company. We believe our customers will be delighted with this outcome. It allows them to now have one less supplier. We can collectively provide this and the domain expertise and everything else that comes with the Stem offering.
Mm-hmm.
We think this is very compelling on that front, and we'll obviously drive more of the pipeline collectively going forward.
That's great. Thank you.
Thank you, Biju.
Thank you. Our next question comes from Steve Fleishman with Wolfe Research. Please proceed with your question.
Yeah. Hi, good morning. Just first on slide 9, where you go through the mix of AlsoEnergy businesses. Could you break out the revenue percentage of each? You know, what percent is software versus the other businesses?
Bill, you wanna take that? Thanks, Steve, for the question. Go ahead.
Yeah. Thanks, Steve, for jumping on the call. If you do last 12 months LTM, the software component, the annual recurring revenue is about a third to a little, maybe a little about 35% of total revenue of the business. Something in that range.
Okay. That's the software piece with the 80% gross margin?
Yep. Exactly.
And then-
The hardware piece is pretty solid gross margins, particularly. You know, 'cause it's really a differentiated product. That's how they get to that 60% average. It's that that's why we-
Okay.
You know, we're looking at it saying this is, like, super accretive right out of the gate for us. I mean, it's
Yeah.
If we were able to generate those kind of margins on our hardware side, I mean, holy moly, we'd be having a very different kind of conversation.
Yeah. Okay. Great. The synergies on cross-selling and the like, that those are very easy to understand and logical. Just curious, how to think about if there's any synergies for Athena? Is there any thought to it. I don't think AlsoEnergy controls the output in a way of their solar customers. But just how should we think about if there's any synergistic benefit for Athena?
The way to think about that is.
No, I'll start, Prakesh. Go ahead. You go ahead, I'll finish.
I was gonna say, the way to think about that is by having the granular information on solar performance, it allows us to formulate better forecasts of the solar generation and integrate that into the economic optimization of Athena. Out of the gate, it dramatically expands our data set for these optimizations, resulting in differentiated economics for customers. The other piece of this that's, I'd say, a medium- to long-term vision is to the extent we can integrate our power controller with theirs. That's certainly technologically feasible. You can envision in the future where every solar site can be instantly a Stem storage site, activated through software via the cloud. It allows us to seed the market and have Stem-ready installs everywhere.
Yeah, I mean, I guess. Do you think if you're able to add storage at their sites or even going forward, even their existing sites, is there potential that Athena could get utilized and, you know, create new customers just essentially off their sites, even though they don't actually control the solar power at their sites?
Certainly so. I mean, generally, there's not control of solar in installations, right? That's a generation source that's run full out typically.
Yeah.
What our solution does is take into consideration factors such as energy prices, the electrical tariff and other considerations to optimize the economics. This data stream across solar assets allows us to create better economic results. That's one of the benefits. The other side, you know, going the other way, Athena's. A lot of the AI and predictive capabilities that we built into the Athena platform, we see that as an opportunity to leverage into O&M and asset management. Really having a predictive way to inform things like upgrades or maintenance decisions, resulting in more revenue, lower cost profiles for these projects.
Yeah. I think the other play here too, Steve, is around the standalone storage ITC. I mean, this is. You know, you're gonna, you know. For instance, if there was a site that didn't have storage today.
Yeah
ITC passes. It's an AlsoEnergy customer. You're gonna walk into that with a lot more data in terms of the. You know, obviously, you're not gonna have to, you know, because you're gonna have two ITC sites. Ultimately, the ability to generate additional revenue streams out of the battery is gonna be all about knowing more about the resource profile of the assets that are there. We'll come in with, you know, assuming it's an overlapped customer or excuse me, an underlapped customer. We'll come in with all that data that AlsoEnergy would have collected on that site since its origination. It's really that's, you know, when you think about, you know, being smarter about the site and creating more revenue for that site. That's really where it. I think this acquisition gets super interesting.
Great. Thank you.
Thank you. There are no further questions at this time. I would like to turn the floor back over to John Carrington for any closing remarks.
Okay. Thank you, operator. Thank you to everyone for joining our call today. We're really excited about the strategic action we've announced today with AlsoEnergy and encouraged by the momentum in our business. I have personally been extremely impressed, and we've spent a lot of time with the AlsoEnergy team. I'm looking forward to accelerating our collective goal to enhance the performance and improve the profitability of renewable energy projects. We look forward to speaking with you during our fourth quarter earnings call and wishing everyone a wonderful holiday. Thank you again for joining, and all the best.
This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation. Have a wonderful day.