Form: 8-K

Current report filing

February 28, 2013

Exhibit 99.1

 

 

3020 Old Ranch Parkway, Suite 400

Seal Beach, California 90740 USA

562.493.2804   fax: 562.546.0097

www.cleanenergyfuels.com

 

Clean Energy Reports Gallons Delivered Rose 25% in 2012

 

SEAL BEACH, Calif.—(BUSINESS WIRE)— Clean Energy Fuels Corp. (NASDAQ: CLNE) (Clean Energy or the Company) today announced operating results for the fourth quarter and year ended December 31, 2012.

 

Gallons delivered (defined below) for the fourth quarter of 2012 totaled 51.7 million gallons, up 29% from 40.0 million gallons delivered in the same period a year ago.  For 2012, gallons delivered totaled 194.9 million gallons, up 25% from 155.6 million gallons for 2011.

 

Revenue for the fourth quarter ended December 31, 2012 was $99.1 million, which is up from $86.2 million in the fourth quarter of 2011.  For 2012, revenue totaled $334.0 million, which is up from $292.7 million a year ago.  When comparing periods, note that the Company did not recognize any revenue attributable to the volumetric excise tax credit (VETC) in the fourth quarter and year ended December 31, 2012 (as the VETC expired on December 31, 2011), compared to revenue attributable to VETC of $4.5 million and $17.9 million for the fourth quarter and year ended December 31, 2011, respectively.  The American Taxpayer Relief Act, signed into law on January 2, 2013, reinstated VETC through December 31, 2013 and made it retroactive to January 1, 2012.  We expect to recognize approximately $20.8 million of VETC revenue in the first quarter of 2013 attributable to 2012 sales of CNG and LNG.

 

Andrew J. Littlefair, Clean Energy’s President and Chief Executive Officer, stated, “2012 was a historical year for Clean Energy. Our revenues are higher than ever before, we delivered 25% more gallons of fuel to our customers than last year, and I am particularly proud that we accomplished our goal of building the first 70 LNG fueling stations along America’s Natural Gas Highway. We believe all of this has positioned the company extremely well for what should be an exciting 2013 as we grow our core businesses and more importantly, as the heavy-duty trucking industry begins to transition to natural gas in earnest.”

 

Adjusted EBITDA for the fourth quarter of 2012 was $(5.7) million. This compares with adjusted EBITDA of $(3.5) million in the fourth quarter of 2011.  For 2012, adjusted EBITDA was $(12.3) million, compared with $3.1 million for 2011.  Adjusted EBITDA is described below and reconciled to the GAAP measure net loss attributable to Clean Energy Fuels Corp.

 

Non-GAAP loss per share for the fourth quarter of 2012 was $0.23, compared with a non-GAAP loss per share for the fourth quarter of 2011 of $0.21.  For 2012, non-GAAP loss per share was $0.75, compared with $0.47 per share for 2011.  Non-GAAP loss per share is described below and reconciled to the GAAP measure net loss attributable to Clean Energy Fuels Corp.

 

On a GAAP basis, net loss for the fourth quarter of 2012 was $41.7 million, or $0.46 per share, and included a non-cash gain of $2.3 million related to the accounting treatment that requires Clean Energy to value its Series I warrants and mark them to market, a non-cash charge of $5.6 million related to stock-based compensation, foreign currency losses of $0.1 million on the Company’s IMW purchase notes, a one-time charge of $14.5 million related to the impairment of the Company’s investment in The Vehicle Production Group LLC, a one-time charge of $0.6 million related to a settlement with the California Air Resource Board related to certain vehicles, and a one-time charge of $2.1 million related to the settlement with the Internal Revenue Service on certain VETC revenues.  This compares with a net loss for the fourth quarter of 2011 of $20.9 million, or $0.29 per share, which included a non-cash loss of $0.4 million related to marking to market the Series I warrants, $3.4 million of non-cash stock-based compensation charges, a $3.0 million valuation allowance established on certain deferred tax assets, and foreign currency gains of $0.7 million on the Company’s IMW purchase notes.

 

GAAP net loss for 2012, which included a non-cash gain of $3.4 million related to the valuation of the Series I warrants, non-cash stock-based compensation charges of $22.1 million, foreign currency gains of $0.6 million on the Company’s IMW purchase notes, a one-time charge of $14.5 million related to the impairment of the Company’s investment in The Vehicle Production Group LLC, a one-time charge of $0.6 million related to a settlement with the California Air Resource Board related to certain vehicles, and a one-time charge of $2.1 million related to the settlement with the Internal Revenue Service on certain VETC revenues, was $101.3 million, or $1.16 per share.  This compares with a net loss for 2011 of $47.6 million, or $0.68 per share, which included a non-cash gain for the Series I warrants of $2.7 million, non-cash stock-based compensation charges of $13.5 million, a $3.0 million valuation allowance established on certain deferred tax assets, and foreign currency losses of $0.6 million on the Company’s IMW purchase notes.

 

1



 

Non-GAAP Financial Measures

 

To supplement the Company’s consolidated financial statements, which statements are prepared and presented in accordance with generally accepted accounting principles (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. Management has presented non-GAAP EPS and Adjusted EBITDA because it uses these non-GAAP financial measures to assess its 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 Company’s performance by excluding certain non-cash or non-recurring 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 transparency with respect to key metrics used by management in its financial and operational decision making; (2) they exclude the impact of non-cash or, when specified, non-recurring items that are not directly attributable to the Company’s core operating performance and that may obscure trends in the core operating performance of the business; and (3) they are used by institutional investors and the analyst community to help them analyze the results of Clean Energy’s business. In future quarters, the Company may make adjustments for other non-recurring significant expenditures or significant non-cash charges in order to present non-GAAP financial measures that are indicative of the Company’s 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 Company’s GAAP results. 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-cash, non-GAAP adjustments described below. Accordingly, unless otherwise stated, the exclusion of these and other similar items in the presentation of non-cash, 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 income (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 management 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) attributed to Clean Energy, plus stock-based compensation charges, net of related tax benefits, plus or minus any mark-to-market losses or gains on the Company’s Series I warrants, plus or minus the foreign currency losses or gains on the Company’s purchase notes issued as part of the acquisition of IMW, plus the valuation allowance established on certain deferred tax assets in the fourth quarter of 2011, plus the impairment of the Company’s cost method investment in The Vehicle Production Group LLC (VPG) in the fourth quarter of 2012 (VPG Investment Impairment), plus the Company’s settlement with the California Air Resources Board (CARB) related to certain vehicles in the fourth quarter of 2012 (CARB Settlement), and plus the Company’s settlement with the Internal Revenue Service (IRS) over certain VETC revenues (IRS Settlement) in the fourth quarter of 2012, the total of which is divided by the Company’s weighted average shares outstanding on a diluted bases. The Company’s management believes that 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 management’s control), and the subjectivity of the assumptions and the variety of award types that a company can use under the relevant accounting guidance may obscure trends in the Company’s core operating performance. Similarly, the Company’s management believes that excluding the non-cash, mark-to-market losses or gains on the Company’s Series I warrants is useful to investors because the valuation of the Series I warrants is based on a number of subjective assumptions, the amount of the loss or gain is derived from market forces outside management’s control, and it enables investors to compare our performance with other companies that have different capital structures. The Company’s management believes that excluding the foreign currency gains and losses on the notes it issued to purchase IMW provides useful information to investors as the amounts are based on market conditions outside of management’s control and the amounts relate to financing the acquisition of the business as opposed to the core operations of the Company.  The Company excluded the valuation allowance amount, the VPG Investment Impairment, the CARB Settlement amount, and the IRS Settlement amount as they are not expected to occur again in the foreseeable future.

 

2



 

The table below shows non-GAAP EPS and also reconciles these figures to the GAAP measure net loss attributable to Clean Energy Fuels Corp.:

 

 

 

Three Months Ended Dec. 31,

 

Year Ended Dec. 31,

 

(in 000s, except per-share amounts)

 

2011

 

2012

 

2011

 

2012

 

Net Loss Attributable to Clean Energy Fuels Corp.

 

$

(20,907

)

$

(41,735

)

$

(47,633

)

$

(101,255

)

Stock Based Compensation, Net of Tax Benefits

 

3,380

 

5,595

 

13,473

 

22,087

 

Mark-to-Market (Gain) Loss on Series I Warrants

 

404

 

(2,306

)

(2,655

)

(3,391

)

Foreign Currency (Gain) Loss on IMW Purchase Notes

 

(650

)

130

 

588

 

(561

)

Valuation Allowance on Certain Deferred Tax Assets

 

3,000

 

—

 

3,000

 

—

 

VPG Investment Impairment

 

—

 

14,544

 

—

 

14,544

 

CARB Settlement

 

—

 

550

 

—

 

550

 

IRS Settlement

 

—

 

2,057

 

—

 

2,057

 

Adjusted Net Income (Loss)

 

(14,773

)

(21,165

)

(33,227

)

(65,969

)

Diluted Weighted Average Common Shares Outstanding

 

70,890,569

 

90,474,665

 

70,415,431

 

87,455,073

 

Non-GAAP Loss Per Share

 

$

(0.21

)

$

(0.23

)

$

(0.47

)

$

(0.75

)

 

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 or minus the foreign currency losses or gains on the Company’s notes issued as part of its acquisition of IMW, plus stock-based compensation charges, net of related tax benefits, plus or minus any mark-to-market losses or gains on the Company’s Series I warrants, plus the VPG Investment Impairment, plus the CARB Settlement, and plus the IRS Settlement. The Company’s management believes that Adjusted EBITDA provides useful information to investors for the same reasons discussed above for Non-GAAP EPS. In addition, management internally uses Adjusted EBITDA to determine elements of executive and employee compensation.

 

The table below shows Adjusted EBITDA and also reconciles these figures to the GAAP measure net loss attributable to Clean Energy Fuels Corp.:

 

 

 

Three Months Ended Dec. 31,

 

Year Ended Dec. 31,

 

(in 000s)

 

2011

 

2012

 

2011

 

2012

 

Net Loss Attributable to Clean Energy Fuels Corp.

 

$

(20,907

)

$

(41,735

)

$

(47,633

)

$

(101,255

)

Income Tax (Benefit) Expense

 

2,169

 

599

 

(703

)

1,294

 

Interest Expense, Net

 

4,096

 

4,732

 

9,616

 

16,069

 

Depreciation and Amortization

 

8,010

 

10,163

 

30,406

 

36,261

 

Foreign Currency (Gain) Loss on IMW Purchase Notes

 

(650

)

130

 

588

 

(561

)

Stock Based Compensation, Net of Tax Benefits

 

3,380

 

5,595

 

13,473

 

22,087

 

Mark-to-Market (Gain) Loss on Series I Warrants

 

404

 

(2,306

)

(2,655

)

(3,391

)

VPG Investment Impairment

 

—

 

14,544

 

—

 

14,544

 

CARB Settlement

 

—

 

550

 

—

 

550

 

IRS Settlement

 

—

 

2,057

 

—

 

2,057

 

Adjusted EBITDA

 

$

(3,498

)

$

(5,671

)

$

3,092

 

$

(12,345

)

 

Gallons Delivered

 

The Company defines Gallons Delivered as its compressed natural gas (CNG), liquefied natural gas (LNG), renewable natural gas (RNG) and the gallons associated with providing operations and maintenance services delivered to its customers during the period.

 

Today’s Conference Call

 

The Company will host an investor conference call today at 4:30 p.m. Eastern time (1:30 p.m. Pacific).  Investors interested in participating in the live call can dial 1.877.407.4018 from the U.S. and international callers can dial 1.201.689.8471.  A telephone replay will be available approximately two hours after the call concludes, through Thursday, March 28, 2013, which can be reached by dialing 1.877.870.5176 from the U.S., or 1.858.384.5517 from international locations, and entering Replay PIN Number 408656. There also will be a simultaneous, live webcast available on the Investor Relations section of the Company’s web site at www.cleanenergyfuels.com, which will be available for replay for 30 days.

 

About Clean Energy Fuels

 

Clean Energy (Nasdaq: CLNE) is the largest provider of natural gas fuel for transportation in North America and a global leader in the expanding natural gas vehicle fueling market. We have operations in compressed natural gas (CNG) and liquefied natural gas (LNG) vehicle fueling and construction and operation of natural gas fueling stations. Wholly-owned subsidiaries include IMW

 

3



 

Industries, Ltd., which supplies CNG equipment for vehicle fueling and industrial applications; NorthStar, which supplies LNG and liquefied to compressed natural gas (LCNG) fueling system technologies and equipment, station construction and operations; BAF Technologies, which provides natural gas vehicle systems and conversions for taxis, vans, pick-up trucks and shuttle buses; ServoTech Engineering, which provides design and engineering services for natural gas engine systems, and Clean Energy Renewable Fuels (CERF), which develops renewable natural gas (RNG), or biomethane, production facilities in the U.S.  For more information, visit www.cleanenergyfuels.com.

 

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 America’s Natural Gas Highway, the transition of the heavy-duty trucking industry to natural gas, future growth and sales opportunities in all of the Company’s markets, which include trucking, refuse, airport, taxi and transit, the timeliness and availability of natural gas engines and natural gas heavy-duty trucks, the recognition of revenue attributable to the VETC, and the recognition of certain expenses in the future.  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 Company’s failure to recognize the anticipated benefits of building America’s Natural Gas Highway, the availability and deployment of, as well as the demand for, natural gas engines that are well-suited for the U.S. long-haul, heavy-duty truck market, future availability of equity or debt financing needed to fund the growth of the Company’s business, the Company’s ability to source and supply sufficient LNG to meet the needs of its business, the Company’s ability to efficiently manage its growth and retain and hire key personnel, the acceptance of natural gas vehicles in the Company’s markets, the availability of natural gas vehicles, relaxation or waiver of fuel emission standards, the Company’s ability to compete successfully, the Company’s failure to manage risks and uncertainties related to its international operations, construction and permitting delays at station construction projects, the Company’s ability to integrate acquisitions, the availability of tax and related government incentives for natural gas fueling and vehicles, compliance with governmental regulations and the Company’s ability to manage and grow its RNG business.  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 Company’s Form 10-K, filed on February 28, 2013 with the SEC (www.sec.gov), contains risk factors that may cause actual results to differ materially from the forward-looking statements contained in this press release.

 

Investor Contact:

 

Tony Kritzer
Clean Energy Fuels

Director of Investor Communications
562.936.7120

 

4



 

Clean Energy Fuels Corp. and Subsidiaries

 

Consolidated Balance Sheets

 

(In thousands, except share data)

 

 

 

December 31,

 

 

 

2011

 

2012

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

238,125

 

$

108,522

 

Restricted cash

 

4,792

 

8,445

 

Short-term investments

 

33,329

 

38,175

 

Accounts receivable, net of allowance for doubtful accounts of $712 and $905 as of December 31, 2011 and December 31, 2012, respectively

 

56,455

 

57,594

 

Other receivables

 

19,601

 

17,808

 

Inventory, net

 

35,287

 

38,152

 

Prepaid expenses and other current assets

 

22,252

 

16,002

 

Total current assets

 

409,841

 

284,698

 

Land, property and equipment, net

 

257,463

 

428,177

 

Restricted cash

 

54,804

 

13,208

 

Notes receivable and other long-term assets

 

16,650

 

71,389

 

Investments in other entities

 

16,459

 

2,581

 

Goodwill

 

73,741

 

75,865

 

Intangible assets, net

 

102,103

 

99,282

 

Total assets

 

$

931,061

 

$

975,200

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion of long-term debt and capital lease obligations

 

$

22,925

 

$

30,389

 

Accounts payable

 

36,668

 

39,216

 

Accrued liabilities

 

28,255

 

30,794

 

Deferred revenue

 

9,621

 

13,521

 

Total current liabilities

 

97,469

 

113,920

 

Long-term debt and capital lease obligations, less current portion

 

266,497

 

300,636

 

Other long-term liabilities

 

22,687

 

14,014

 

Total liabilities

 

386,653

 

428,570

 

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 149,000,000 shares; issued and outstanding 85,433,258 shares and 87,634,478 shares at December 31, 2011 and December 31, 2012, respectively

 

9

 

9

 

Additional paid-in capital

 

741,650

 

837,367

 

Accumulated deficit

 

(199,559

)

(300,814

)

Accumulated other comprehensive loss

 

(1,216

)

6,151

 

Total Clean Energy Fuels Corp. stockholders’ equity

 

540,884

 

542,713

 

Noncontrolling interest in subsidiary

 

3,524

 

3,917

 

Total stockholders’ equity

 

544,408

 

546,630

 

Total liabilities and stockholders’ equity

 

$

931,061

 

$

975,200

 

 

5



 

Clean Energy Fuels Corp. and Subsidiaries

 

Condensed Consolidated Statements of Operations

 

For the Three Months Periods and Years Ended December 31, 2011 and 2012

 

(In thousands, except share and per share data)

 

 

 

Three Months Ended
December 31,

 

Year Ended
December 31,

 

 

 

2011

 

2012

 

2011

 

2012

 

Revenue:

 

 

 

 

 

 

 

 

 

Product revenues

 

$

75,991

 

$

87,576

 

$

260,283

 

$

293,777

 

Service revenues

 

10,190

 

11,497

 

32,434

 

40,231

 

Total revenue

 

86,181

 

99,073

 

292,717

 

334,008

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Cost of sales:

 

 

 

 

 

 

 

 

 

Product cost of sales

 

61,317

 

73,486

 

200,908

 

236,471

 

Service cost of sales

 

5,185

 

4,551

 

15,776

 

17,213

 

Derivative (gains) losses:

 

 

 

 

 

 

 

 

 

Series I warrant valuation

 

404

 

(2,306

)

(2,655

)

(3,391

)

Selling, general and administrative

 

27,027

 

34,653

 

86,850

 

117,976

 

Depreciation and amortization

 

8,010

 

10,163

 

30,406

 

36,261

 

Total operating expenses

 

101,943

 

120,547

 

331,285

 

404,530

 

Operating loss

 

(15,762

)

(21,474

)

(38,568

)

(70,522

)

Interest expense, net

 

(4,096

)

(4,732

)

(9,616

)

(16,069

)

Other income (expense), net

 

1,051

 

(342

)

(611

)

1,236

 

Impairment of cost method investment

 

—

 

(14,544

)

—

 

(14,544

)

Income from equity method investments

 

163

 

16

 

637

 

331

 

Loss before income taxes

 

(18,644

)

(41,076

)

(48,158

)

(99,568

)

Income tax (expense) benefit

 

(2,169

)

(599

)

703

 

(1,294

)

Net loss

 

(20,813

)

(41,675

)

(47,455

)

(100,862

)

Loss (income) of noncontrolling interest

 

(94

)

(60

)

(178

)

(393

)

Net loss attributable to Clean Energy Fuels Corp.

 

$

(20,907

)

$

(41,735

)

$

(47,633

)

$

(101,255

)

Loss per share:

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.29

)

$

(0.46

)

$

(0.68

)

$

(1.16

)

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic and diluted

 

70,890,569

 

90,474,665

 

70,415,431

 

87,455,073

 

 

6



 

Included in net loss are the following amounts (in millions):

 

 

 

Three Months Ended
December 31,

 

Year
December 31,

 

 

 

2011

 

2012

 

2011

 

2012

 

Construction Revenues

 

17.1

 

28.9

 

37.2

 

79.9

 

Construction Cost of Sales

 

(16.3

)

(27.6

)

(33.6

)

(75.0

)

Fuel Tax Credits

 

4.5

 

—

 

17.9

 

—

 

Stock-based Compensation Expense, Net of Tax Benefits

 

(3.4

)

(5.6

)

(13.5

)

(22.1

)

 

7