EX-99.1
Published on November 9, 2009
Exhibit 99.1
3020 Old Ranch Parkway, Suite 400
Seal Beach, California 90740 USA
562.493.2804 fax: 562.546.0097
www.cleanenergyfuels.com
Contact:
ICR, Inc.
Ina McGuinness
310.954.1100
CLEAN ENERGY FUELS INCREASES VOLUMES SOLD AND ADJUSTED EBITDA IN THE THIRD QUARTER OF 2009
· Gallons Sold Increases 58% Over Prior-Year Period To 29.5 Million Gallons
· Adjusted EBITDA Increases $6.4 Million over Prior-Year Period
Seal Beach, Calif. November 9, 2009 Clean Energy Fuels Corp. (NASDAQ: CLNE) today announced its operating results for the third quarter and nine months ended September 30, 2009.
Gasoline gallon equivalents (Gallons) delivered during the third quarter of 2009 totaled 29.5 million, up 58% from 18.7 million Gallons in the same period a year ago. For the first nine months of 2009, volume increased 30% to 71.5 million Gallons, compared with 54.8 million Gallons in the first nine months of 2008. Gallons include the Companys sales of CNG, LNG, and biomethane and the Gallons associated with providing operations and maintenance services.
Adjusted EBITDA for the third quarter of 2009 was $5.4 million, compared to a loss of $1.0 million in the third quarter of 2008. Adjusted EBITDA for the first nine months of 2009 was $9.9 million, compared with a loss of $7.0 million in the first nine months of 2008. Adjusted EBITDA is described below and reconciled to the GAAP measure net income (loss) attributable to Clean Energy.
Non-GAAP earnings per share for the third quarter of 2009 was $0.01, compared to a non-GAAP loss per share of $0.08 in the third quarter of 2008. Non-GAAP loss per share for the first nine months of 2009 was $0.06, compared with $0.28 in the first nine months of 2008. Non-GAAP EPS (or Non-GAAP earnings/loss per share) is described below and reconciled to the GAAP measure net income (loss) attributable to Clean Energy.
1
Net loss for the third quarter of 2009 was $18.5 million, or $0.31 per share, compared with a net loss of $12.1 million, or $0.27 per share, in the third quarter of 2008. For the first nine months of 2009, net loss was $31.3 million, or $0.59 per share, compared to a net loss of $20.7 million, or $0.47 per share, in the first nine months of 2008. During the third quarter of 2009, the Company recorded a non-cash charge of $15.4 million (or $0.26 per share) related to marking to market the value of its Series I warrants, which is required this year under new accounting guidance. The primary driver of the increased amount recorded this quarter was the impact of the Companys higher stock price on the valuation model used to value the warrants.
Revenue for the quarter ended September 30, 2009 totaled $31.2 million, compared with $33.8 million in the same period in 2008. For the nine months ended September 30, 2009, revenue totaled $89.3 million, compared with $97.6 million a year ago. The reduction in revenue was primarily the result of lower natural gas commodity prices between periods, which reduced the natural gas commodity charges passed through by the Company to many of its customers. The reduced commodity prices, however, also reduce the Companys cost of sales, which enabled the Company to generate a gross margin in the third quarter of 2009 that was $0.7 million higher than the second quarter of 2009.
Andrew J. Littlefair, Clean Energys President and Chief Executive Officer, stated, We are pleased with our third quarter performance as we are benefitting from positive developments on several fronts in our business. We experienced strong volume growth in the quarter, reflecting solid progress on the clean truck roll-out at the ports of Los Angeles and Long Beach, as well as our growing station count and the addition of several new customers. As the economic and environmental benefits of natural gas are becoming more widely understood and well publicized, we have expanded our discussions to include a number of large fleet operators and corporations regarding the conversion of their fleets to natural gas.
Mr. Littlefair continued, On the strategic front, we recently announced our acquisition of BAF Technologies, Inc., a leading provider of natural gas vehicle conversions, which will enable us to leverage our industry expertise and help bring natural gas vehicles to the light-duty market. The NAT GAS Act also continues to garner strong bi-partisan support and we remain optimistic that this will be passed in the near future. We are very confident with our industrys momentum and our own positioning as we enter the final quarter of 2009 and look forward to 2010.
Non-GAAP Financial Measures
To supplement the Companys consolidated financial statements, which statements are prepared and presented in accordance with GAAP, the Company uses non-GAAP financial measures called non-GAAP earnings per share (non-GAAP EPS or non-GAAP earnings/loss per share) and Adjusted EBITDA. This is the first quarter in which the Company has presented the Adjusted EBITDA financial measure described herein. The Companys management uses these non-GAAP financial measures to assess our operational performance, for financial and operational decision making, and as a means to evaluate period-to-period comparisons on a consistent basis. Management believes that these non-GAAP financial measures provide meaningful supplemental information regarding the Companys performance by excluding certain non-cash expenses that are not directly attributable to its core operating results. In addition, management believes these non-GAAP financial measures are useful to investors because: (1) they allow for greater
2
transparency with respect to key metrics used by management in its financial and operational decision making; (2) they exclude the impact of non-cash items that are not directly attributable to the Companys core operating performance and that may obscure trends in the core operating performance of our business; and (3) they are used by institutional investors and the analyst community to help them analyze the results of Clean Energys business. While the Company has not done so for the periods presented in this release, in future quarters, the Company may make adjustments for additional non-recurring significant expenditures or other significant non-cash charges in order to present non-GAAP financial measures that are indicative of the Companys core operating performance.
Non-GAAP financial measures have limitations as an analytical tool and should not be considered in isolation from or as a substitute for the Companys GAAP results. In the future, the Company expects to continue reporting non-GAAP financial measures, adjusting for the items described below, and the Company expects to continue to incur expenses similar to the non-GAAP adjustments described below. Accordingly, exclusion of these and other similar items in the presentation of non-GAAP financial measures should not be construed as an inference that these costs are unusual, infrequent or non-recurring. Non-GAAP EPS and Adjusted EBITDA are not recognized terms under GAAP and do not purport to be an alternative to GAAP earnings/loss per share or operating loss as an indicator of operating performance or any other GAAP measure. Moreover, because not all companies use identical measures and calculations, the presentation of non-GAAP EPS or Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. These limitations are compensated for by using non-GAAP EPS and Adjusted EBITDA in conjunction with traditional GAAP operating performance and cash flow measures.
Non-GAAP EPS
Non-GAAP EPS is defined as net income (loss), plus employee-related stock based compensation charges, net of related tax benefits, plus or minus futures contracts losses or gains included in derivative (gains) losses, plus or minus any mark-to-market losses or gains on the Companys Series I warrants, the total of which is divided by the Companys weighted average shares outstanding on a diluted basis. The Companys management believes that presenting non-GAAP EPS, excluding non-cash charges related to stock-based compensation, provides useful information to investors because of varying available valuation methodologies, the volatility of the expense (which depends on market forces outside of managements control), the subjectivity of the assumptions and the variety of award types that a company can use under the accounting guidance may obscure trends in the Companys core operating performance. Similarly, the Companys management believes that excluding the non-cash, mark-to-market losses or gains on the Companys Series I warrants is useful to investors because the Company has not reported such losses or gains in past periods, the valuation of the Series I warrants is subject to a number of subjective assumptions, and the amount of the loss or gain is derived from market forces outside of managements control.
3
The table below shows non-GAAP EPS and also reconciles these figures to the GAAP measure net income (loss) attributable to Clean Energy:
|
|
|
Three Months |
|
Nine Months |
|
||||||||
|
|
|
2008* |
|
2009 |
|
2008* |
|
2009 |
|
||||
|
Net Income (Loss) Attributable to Clean Energy |
|
$ |
(12,092,146 |
) |
$ |
(18,460,583 |
) |
$ |
(20,722,575 |
) |
$ |
(31,331,396 |
) |
|
Employee Stock Based Compensation, Net of Tax Benefits |
|
2,684,207 |
|
3,551,992 |
|
7,782,538 |
|
10,572,136 |
|
||||
|
Futures Contracts Derivative (Gains) Losses |
|
6,047,727 |
|
|
|
340,746 |
|
|
|
||||
|
Mark-to-Market Loss on Series I Warrants |
|
|
|
15,422,310 |
|
|
|
17,808,673 |
|
||||
|
Adjusted Net Income (Loss) |
|
(3,360,212 |
) |
513,719 |
|
(12,599,291 |
) |
(2,950,587 |
) |
||||
|
Diluted Weighted Average Common Shares Outstanding |
|
44,330,818 |
|
59,695,666 |
|
44,304,636 |
|
53,428,391 |
|
||||
|
Non-GAAP Earnings (Loss) Per Share |
|
$ |
(0.08 |
) |
$ |
0.01 |
|
$ |
(0.28 |
) |
$ |
(0.06 |
) |
Adjusted EBITDA
Adjusted EBITDA is defined as net income (loss) attributable to Clean Energy, plus or minus income tax expense or benefit, plus or minus interest expense or income, net, plus depreciation and amortization expense, plus employee-related stock based compensation charges, net of related tax benefits, plus or minus futures contracts losses or gains included in derivative (gains) losses, plus or minus any mark-to-market losses or gains on the Companys Series I warrants. Management internally uses Adjusted EBITDA to monitor compliance with certain financial covenants in the Companys credit agreement with PlainsCapital Bank and to determine elements of executive and employee compensation.
The table below shows Adjusted EBITDA and also reconciles these figures to the GAAP measure net income (loss) attributable to Clean Energy:
|
|
|
Three Months |
|
Nine Months |
|
||||||||
|
|
|
2008* |
|
2009 |
|
2008* |
|
2009 |
|
||||
|
Net Income (Loss) Attributable to Clean Energy |
|
$ |
(12,092,146 |
) |
$ |
(18,460,583 |
) |
$ |
(20,722,575 |
) |
$ |
(31,331,396 |
) |
|
Income Tax Expense |
|
99,171 |
|
68,352 |
|
199,141 |
|
209,202 |
|
||||
|
Interest Income (Expense), Net |
|
(78,399 |
) |
276,110 |
|
(1,182,962 |
) |
368,186 |
|
||||
|
Depreciation and Amortization |
|
2,310,527 |
|
4,516,513 |
|
6,557,967 |
|
12,256,603 |
|
||||
|
Employee Stock Based Compensation, Net of Tax Benefits |
|
2,684,207 |
|
3,551,992 |
|
7,782,538 |
|
10,572,136 |
|
||||
|
Futures Contracts Derivative (Gains) Losses |
|
6,047,727 |
|
|
|
340,746 |
|
|
|
||||
|
Mark-to-Market Loss on Series I Warrants |
|
|
|
15,422,310 |
|
|
|
17,808,673 |
|
||||
|
Adjusted EBITDA |
|
$ |
(1,028,913 |
) |
$ |
5,374,694 |
|
$ |
(7,025,145 |
) |
$ |
9,883,404 |
|
* The three-month and nine-month ended September 30, 2008 loss amounts include approximately $1.1 million and $5.0 million, respectively, of losses on certain fixed-price contracts that were not hedged. We no longer enter into fixed-price customer contracts unless we hedge our natural gas commodity exposure under the contract or obtain pre-approval from our Derivative Committee not to hedge the contract.
4
Conference Call
The Company will host an investor conference call today at 4:30 p.m. Eastern (1:30 p.m. Pacific). The live call can be accessed from the U.S. by dialing (877) 407-4018, or by dialing (201) 689-8471 from outside the U.S. A telephone replay will be available approximately two hours after the call concludes and will be available through Monday, November 23, 2009 by dialing (877) 660-6853 from the U.S., or (201) 612-7415 from international locations and entering account number 3055 and conference ID number 334409.
There also will be a simultaneous webcast available on the Investor Relations section of the Companys web site at www.cleanenergyfuels.com, which will be archived on the Companys web site for 30 days.
About Clean Energy Fuels
Clean Energy Fuels is the leading provider of natural gas (CNG and LNG) for transportation in North America. It has a broad customer base in the refuse, transit, ports, shuttle, taxi, trucking, airport and municipal fleet markets, fueling more than 17,500 vehicles at 195 strategic locations across the U.S. and Canada. Clean Energy owns and operates two LNG production plants, one in Willis, Texas and one in Boron, California, with combined capacity of 260,000 LNG gallons per day and designed to expand to 340,000 LNG gallons per day as demand increases. It also owns and operates a landfill gas processing facility in Dallas that produces renewable biomethane gas for delivery in the nations gas pipeline network. On October 1, 2009, Clean Energy acquired 100% of BAF Technologies, Inc., a leading provider of natural gas vehicle systems and conversions for taxis, limousines, vans, pickup trucks and shuttle busses.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks, uncertainties and assumptions, such as statements regarding the demand for products and services from new and existing customers, our ability to manage the operations of our recently-acquired subsidiary, BAF Technologies, Inc., the potential passage of the NAT GAS Act, and the Companys ability to continue to grow its business. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors including, but not limited to, changes in the prices of natural gas relative to gasoline and diesel, the acceptance of natural gas vehicles in fleet markets, the availability of natural gas vehicles, the progress of the clean air plans at the Ports of Los Angeles and Long Beach, relaxation or waiver of fuel emission standards, the inability of fleets to access capital to purchase natural gas vehicles, the Companys success in obtaining government grants or subsidies for alternative fuel providers, the unpredictability of the legislative process, construction and permitting delays at station construction projects and the development of competing technologies that are perceived to be cleaner and more cost-effective than natural gas. The forward-looking statements made herein speak only as of the date of this press release and the Company undertakes no obligation to update publicly such forward-looking statements to reflect subsequent events or circumstances, except as otherwise required by law. Additionally, the Companys Form 10-K filed on March 16, 2009 and its Form 10-Q for the quarter ended September 30, 2009 filed on November 9, 2009 with the SEC (www.sec.gov) contain risk factors which may cause actual results to differ materially from the forward-looking statements contained in this press release.
5
Clean Energy Fuels Corp. and Subsidiaries
Condensed Consolidated Balance Sheets
December 31, 2008 and September 30, 2009
Unaudited
|
|
|
December 31, |
|
September 30, |
|
||
|
Assets |
|
|
|
|
|
||
|
Current assets: |
|
|
|
|
|
||
|
Cash and cash equivalents |
|
$ |
36,284,431 |
|
$ |
92,293,929 |
|
|
Restricted cash |
|
2,500,000 |
|
2,500,000 |
|
||
|
Accounts receivable, net of allowance for doubtful accounts of $657,734 and $642,454 as of December 31, 2008 and September 30, 2009, respectively |
|
10,530,638 |
|
13,516,384 |
|
||
|
Other receivables |
|
12,995,507 |
|
10,442,675 |
|
||
|
Inventory, net |
|
3,110,731 |
|
3,838,772 |
|
||
|
Deposits on LNG trucks |
|
6,197,746 |
|
525,372 |
|
||
|
Prepaid expenses and other current assets |
|
3,542,387 |
|
6,122,871 |
|
||
|
Total current assets |
|
75,161,440 |
|
129,240,003 |
|
||
|
Land, property and equipment, net |
|
160,593,665 |
|
169,743,066 |
|
||
|
Capital lease receivables |
|
364,500 |
|
1,378,038 |
|
||
|
Notes receivable and other long-term assets |
|
7,176,755 |
|
9,731,626 |
|
||
|
Investments in other entities |
|
4,879,604 |
|
8,991,757 |
|
||
|
Goodwill |
|
20,797,878 |
|
20,797,878 |
|
||
|
Intangible assets, net of accumulated amortization |
|
21,400,558 |
|
25,269,707 |
|
||
|
Total assets |
|
$ |
290,374,400 |
|
$ |
365,152,075 |
|
|
Liabilities and Stockholders Equity |
|
|
|
|
|
||
|
Current liabilities: |
|
|
|
|
|
||
|
Current portion of long-term debt and capital lease obligations |
|
$ |
2,232,875 |
|
$ |
3,378,595 |
|
|
Accounts payable |
|
14,276,591 |
|
13,001,111 |
|
||
|
Accrued liabilities |
|
10,253,454 |
|
9,388,388 |
|
||
|
Deferred revenue |
|
1,060,582 |
|
1,201,485 |
|
||
|
Total current liabilities |
|
27,823,502 |
|
26,969,579 |
|
||
|
Long-term debt and capital lease obligations, less current portion |
|
22,850,927 |
|
26,140,520 |
|
||
|
Other long-term liabilities |
|
2,297,446 |
|
33,053,058 |
|
||
|
Total liabilities |
|
52,971,875 |
|
86,163,157 |
|
||
|
Commitments and contingencies |
|
|
|
|
|
||
|
Stockholders equity: |
|
|
|
|
|
||
|
Preferred stock, $0.0001 par value. Authorized 1,000,000 shares; issued and outstanding no shares |
|
|
|
|
|
||
|
Common stock, $0.0001 par value. Authorized 99,000,000 shares; issued and outstanding 50,238,212 shares and 59,715,445 shares at December 31, 2008 and September 30, 2009, respectively |
|
5,024 |
|
5,969 |
|
||
|
Additional paid-in capital |
|
346,466,999 |
|
420,646,256 |
|
||
|
Accumulated deficit |
|
(113,549,257 |
) |
(147,492,806 |
) |
||
|
Accumulated other comprehensive income |
|
853,837 |
|
2,634,549 |
|
||
|
Total stockholders equity of Clean Energy Fuels Corp. |
|
233,776,603 |
|
275,793,968 |
|
||
|
Noncontrolling interest in subsidiary |
|
3,625,922 |
|
3,194,950 |
|
||
|
Total equity |
|
237,402,525 |
|
278,988,918 |
|
||
|
Total liabilities and equity |
|
$ |
290,374,400 |
|
$ |
365,152,075 |
|
6
Clean Energy Fuels Corp. and Subsidiaries
Condensed Consolidated Statements of Operations
For the Three Months and Nine Months Ended
September 30, 2008 and 2009
Unaudited
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
||||||||
|
|
|
2008 |
|
2009 |
|
2008 |
|
2009 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Revenue: |
|
|
|
|
|
|
|
|
|
||||
|
Product revenues |
|
$ |
31,935,485 |
|
$ |
26,290,638 |
|
$ |
93,621,805 |
|
$ |
79,500,495 |
|
|
Service revenues |
|
1,883,202 |
|
4,891,188 |
|
3,957,220 |
|
9,799,506 |
|
||||
|
Total revenues |
|
33,818,687 |
|
31,181,826 |
|
97,579,025 |
|
89,300,001 |
|
||||
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
||||
|
Cost of sales: |
|
|
|
|
|
|
|
|
|
||||
|
Product cost of sales |
|
25,558,150 |
|
16,369,247 |
|
76,036,367 |
|
52,785,705 |
|
||||
|
Service cost of sales |
|
552,904 |
|
2,388,458 |
|
1,102,393 |
|
3,820,740 |
|
||||
|
Derivative (gains) losses: |
|
|
|
|
|
|
|
|
|
||||
|
Futures contracts |
|
6,047,727 |
|
|
|
340,746 |
|
|
|
||||
|
Series I warrant valuation |
|
|
|
15,422,310 |
|
|
|
17,808,673 |
|
||||
|
Selling, general and administrative |
|
11,397,913 |
|
10,491,987 |
|
35,124,764 |
|
33,649,427 |
|
||||
|
Depreciation and amortization |
|
2,310,527 |
|
4,516,513 |
|
6,557,967 |
|
12,256,603 |
|
||||
|
Total operating expenses |
|
45,867,221 |
|
49,188,515 |
|
119,162,237 |
|
120,321,148 |
|
||||
|
Operating loss |
|
(12,048,534 |
) |
(18,006,689 |
) |
(21,583,212 |
) |
(31,021,147 |
) |
||||
|
Interest income (expense), net |
|
78,399 |
|
(276,110 |
) |
1,182,962 |
|
(368,186 |
) |
||||
|
Other income (expense), net |
|
(28,801 |
) |
(107,468 |
) |
11,177 |
|
(293,995 |
) |
||||
|
Income (loss) from equity method investments |
|
19,881 |
|
77,744 |
|
(120,441 |
) |
130,162 |
|
||||
|
Loss before income taxes |
|
(11,979,055 |
) |
(18,312,523 |
) |
(20,509,514 |
) |
(31,553,166 |
) |
||||
|
Income tax expense |
|
(99,171 |
) |
(68,352 |
) |
(199,141 |
) |
(209,202 |
) |
||||
|
Net loss |
|
(12,078,226 |
) |
(18,380,875 |
) |
(20,708,655 |
) |
(31,762,368 |
) |
||||
|
Loss (income) of noncontrolling interest |
|
(13,920 |
) |
(79,708 |
) |
(13,920 |
) |
430,972 |
|
||||
|
Net loss attributable to Clean Energy Fuels Corp. |
|
$ |
(12,092,146 |
) |
$ |
(18,460,583 |
) |
$ |
(20,722,575 |
) |
$ |
(31,331,396 |
) |
|
|
|
|
|
|
|
|
|
|
|
||||
|
Loss per share attributable to Clean Energy Fuels Corp. |
|
|
|
|
|
|
|
|
|
||||
|
Basic |
|
$ |
(0.27 |
) |
$ |
(0.31 |
) |
$ |
(0.47 |
) |
$ |
(0.59 |
) |
|
Diluted |
|
$ |
(0.27 |
) |
$ |
(0.31 |
) |
$ |
(0.47 |
) |
$ |
(0.59 |
) |
|
|
|
|
|
|
|
|
|
|
|
||||
|
Weighted average common shares outstanding |
|
|
|
|
|
|
|
|
|
||||
|
Basic |
|
44,330,818 |
|
59,695,666 |
|
44,304,636 |
|
53,428,391 |
|
||||
|
Diluted |
|
44,330,818 |
|
59,695,666 |
|
44,304,636 |
|
53,428,391 |
|
||||
Included in net loss are the following amounts (in millions):
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
||||
|
|
|
2008 |
|
2009 |
|
2008 |
|
2009 |
|
|
Construction Revenues |
|
0.2 |
|
0.1 |
|
0.6 |
|
5.2 |
|
|
Construction Cost of Sales |
|
(0.2 |
) |
|
|
(0.4 |
) |
(4.6 |
) |
|
Fuel Tax Credits |
|
4.1 |
|
3.7 |
|
13.2 |
|
11.8 |
|
|
Stock Option Expense, Net of Tax Benefits |
|
(2.7 |
) |
(3.6 |
) |
(7.8 |
) |
(10.6 |
) |
7