EXHIBIT 99.1
Published on January 5, 2018
Exhibit 99.1
Clean Energy Fuels Corp. and Subsidiaries
Summary of Unaudited Pro Forma Financial Information
The following unaudited pro forma financial information should be read together with the consolidated balance sheet of Clean Energy Fuels Corp. (the “Registrant”) and its majority and wholly owned subsidiaries (the Registrant and such subsidiaries referred to collectively as the “Company”) as of September 30, 2017, the consolidated statement of operations, comprehensive loss, and cash flows of the Company for the nine months ended September 30, 2017, the consolidated statement of operations, comprehensive loss, stockholders’ equity, and cash flows of the Company for the year ended December 31, 2016, and the notes thereto. The consolidated financial statements of the Company as of and for the nine months ended September 30, 2017 are included in the Quarterly Report on Form 10-Q filed by the Registrant with the Securities and Exchange Commission (“SEC”) on November 2, 2017. The consolidated financial statements of the Company as of and for the year ended December 31, 2016 are included in the Annual Report on Form 10-K filed by the Registrant with the Securities and Exchange Commission (“SEC”) on March 7, 2017.
On December 29, 2017, the Registrant and Landi Renzo S.p.A. (“LR”) completed the combination of their respective natural gas fueling compressor subsidiaries, IMW Industries Ltd. (formerly known as Clean Energy Compression Corp.) and SAFE S.p.A, in a new company known as “SAFE&CEC S.r.l.” (such transaction, the “Combination”). The new company is focused on manufacturing, selling and servicing natural gas fueling compressors and related equipment for the global natural gas fueling market. The Registrant owns 49% of SAFE&CEC S.r.l. and LR owns 51% of SAFE&CEC S.r.l. The Combination was completed pursuant to the terms of an Investment Agreement (“IA”) between the Registrant and LR, which was entered into on November 26, 2017 and filed as Exhibit 2.12 to the Registration’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 27, 2017.
The following unaudited pro forma consolidated balance sheet as of September 30, 2017 has been prepared to give effect to the Combination as if it had occurred on September 30, 2017, and the following unaudited pro forma consolidated statement of operations for the nine months ended September 30, 2017 and year ended December 31, 2016 has been prepared to give effect to the Combination as if it had occurred on January 1, 2016.
This unaudited pro forma financial information has been prepared for informational purposes only and is not necessarily indicative of future results or of actual results that would have been achieved if the Combination had been consummated as of the dates indicated.
Clean Energy Fuels Corp. and Subsidiaries
Unaudited Pro Forma Consolidated Balance Sheet
September 30, 2017
(In thousands, except share data)
As Reported (a) |
Pro Forma Adjustments |
Pro Forma |
||||||||
Assets |
||||||||||
Current assets: |
||||||||||
Cash and cash equivalents |
$ |
45,312 |
$ |
(3,500 |
) |
(b) |
$ |
41,812 |
||
Restricted cash |
1,463 |
1,463 |
||||||||
Short-term investments |
151,521 |
151,521 |
||||||||
Accounts receivable, net of allowance for doubtful accounts of $2,336 as of September 30, 2017 |
61,001 |
(4,261 |
) |
(b) |
56,740 |
|||||
Other receivables |
16,253 |
(1,757 |
) |
(b) |
14,496 |
|||||
Inventory |
44,624 |
(8,168 |
) |
(b) |
36,456 |
|||||
Prepaid expenses and other current assets |
10,838 |
(1,364 |
) |
(b) |
9,474 |
|||||
Total current assets |
331,012 |
(19,050 |
) |
311,962 |
||||||
Land, property and equipment, net |
363,773 |
(376 |
) |
(b) |
363,397 |
|||||
Notes receivable and other long-term assets, net |
25,619 |
(337 |
) |
(b) |
25,282 |
|||||
Investments in other entities |
2,542 |
29,200 |
(c) |
31,742 |
||||||
Goodwill |
68,082 |
(4,399 |
) |
(d) |
63,683 |
|||||
Intangible assets, net |
7,491 |
(3,469 |
) |
(b) |
4,022 |
|||||
Total assets |
$ |
798,519 |
$ |
1,569 |
$ |
800,088 |
||||
Liabilities and Stockholders’ Equity |
||||||||||
Current liabilities: |
||||||||||
Current portion of debt and capital lease obligations |
$ |
29,247 |
$ |
(191 |
) |
(b) |
$ |
29,056 |
||
Accounts payable |
16,215 |
(1,225 |
) |
(b) |
14,990 |
|||||
Accrued liabilities |
41,990 |
(3,556 |
) |
(b) |
38,434 |
|||||
Deferred revenue |
6,487 |
310 |
(b) |
6,797 |
||||||
Total current liabilities |
93,939 |
(4,662 |
) |
89,277 |
||||||
Long-term portion of debt and capital lease obligations |
185,597 |
(43 |
) |
(b) |
185,554 |
|||||
Long-term debt, related party |
40,000 |
— |
40,000 |
|||||||
Other long-term liabilities |
13,416 |
(2,564 |
) |
(b) |
10,852 |
|||||
Total liabilities |
332,952 |
(7,269 |
) |
325,683 |
||||||
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 224,000,000 shares; issued and outstanding 151,009,700 shares as of September 30, 2017 |
15 |
— |
15 |
|||||||
Additional paid-in capital |
1,110,158 |
— |
1,110,158 |
|||||||
Accumulated deficit |
(655,223 |
) |
(2,509 |
) |
(e) |
(657,732 |
) |
|||
Accumulated other comprehensive loss |
(12,392 |
) |
11,347 |
(f) |
(1,045 |
) |
||||
Total Clean Energy Fuels Corp. stockholders’ equity |
442,558 |
8,838 |
451,396 |
|||||||
Noncontrolling interest in subsidiary |
23,009 |
— |
23,009 |
|||||||
Total stockholders’ equity |
465,567 |
8,838 |
474,405 |
|||||||
Total liabilities and stockholders’ equity |
$ |
798,519 |
$ |
1,569 |
$ |
800,088 |
||||
Clean Energy Fuels Corp. and Subsidiaries
Unaudited Pro Forma Consolidated Statement of Operations
Nine Months Ended September 30, 2017
(In thousands, except share and per share data)
As Reported (a) |
Pro Forma Adjustments |
Pro Forma |
||||||||
Revenue: |
||||||||||
Product revenue |
$ |
211,747 |
$ |
(16,512 |
) |
(g) |
$ |
195,235 |
||
Service revenue |
40,552 |
— |
40,552 |
|||||||
Total revenue |
252,299 |
(16,512 |
) |
235,787 |
||||||
Operating expenses: |
||||||||||
Cost of sales (exclusive of depreciation and amortization shown separately below): |
||||||||||
Product cost of sales |
158,306 |
(16,149 |
) |
(g) |
142,157 |
|||||
Service cost of sales |
20,066 |
— |
20,066 |
|||||||
Inventory valuation provision |
13,158 |
(5,354 |
) |
(g) |
7,804 |
|||||
Selling, general and administrative |
71,875 |
(5,210 |
) |
(g) |
66,665 |
|||||
Depreciation and amortization |
43,757 |
(3,777 |
) |
(g) |
39,980 |
|||||
Asset impairments and other charges |
60,666 |
(32,274 |
) |
(g) |
28,392 |
|||||
Total operating expenses |
367,828 |
(62,764 |
) |
305,064 |
||||||
Operating income (loss) |
(115,529 |
) |
46,252 |
(69,277 |
) |
|||||
Interest expense |
(13,466 |
) |
17 |
(g) |
(13,449 |
) |
||||
Interest income |
1,156 |
(1 |
) |
(g) |
1,155 |
|||||
Other income (expense), net |
(28 |
) |
(16 |
) |
(g) |
(44 |
) |
|||
Loss from equity method investments |
(100 |
) |
— |
(100 |
) |
|||||
Gain (loss) from extinguishment of debt |
3,195 |
— |
3,195 |
|||||||
Gain from sale of certain assets of subsidiary |
69,886 |
— |
69,886 |
|||||||
Income (loss) before income taxes |
(54,886 |
) |
46,252 |
(8,634 |
) |
|||||
Income tax benefit (expense) |
2,183 |
(1,302 |
) |
(g) |
881 |
|||||
Net income (loss) |
(52,703 |
) |
44,950 |
(7,753 |
) |
|||||
Loss attributable to noncontrolling interest |
1,813 |
— |
1,813 |
|||||||
Net income (loss) attributable to Clean Energy Fuels Corp. |
$ |
(50,890 |
) |
$ |
44,950 |
$ |
(5,940 |
) |
||
Income (loss) per share: |
||||||||||
Basic and diluted |
$ |
(0.34 |
) |
$ |
0.30 |
$ |
(0.04 |
) |
||
Weighted-average common shares outstanding: |
||||||||||
Basic and diluted |
150,128,204 |
150,128,204 |
||||||||
Clean Energy Fuels Corp. and Subsidiaries
Unaudited Pro Forma Consolidated Statement of Operations
Year Ended December 31, 2016
(In thousands, except share and per share data)
As Reported (a) |
Pro Forma Adjustments |
Pro Forma |
|||||||||
Revenue: |
|||||||||||
Product revenue |
$ |
351,038 |
$ |
(25,950 |
) |
(g) |
$ |
325,088 |
|||
Service revenue |
51,618 |
— |
51,618 |
||||||||
Total revenue |
402,656 |
(25,950 |
) |
376,706 |
|||||||
Operating expenses: |
|||||||||||
Cost of sales (exclusive of depreciation and amortization shown separately below): |
|||||||||||
Product cost of sales |
229,958 |
(27,361 |
) |
(g) |
202,597 |
||||||
Service cost of sales |
25,592 |
— |
25,592 |
||||||||
Gain from change in fair value of derivative warrants |
(22 |
) |
— |
(22 |
) |
||||||
Selling, general and administrative |
105,503 |
(9,810 |
) |
(g) |
95,693 |
||||||
Depreciation and amortization |
59,262 |
(4,859 |
) |
(g) |
54,403 |
||||||
Total operating expenses |
420,293 |
(42,030 |
) |
378,263 |
|||||||
Operating income (loss) |
(17,637 |
) |
16,080 |
(1,557 |
) |
||||||
Interest expense |
(29,595 |
) |
47 |
(g) |
(29,548 |
) |
|||||
Interest income |
827 |
— |
827 |
||||||||
Other income (expense), net |
(306 |
) |
(225 |
) |
(g) |
(531 |
) |
||||
Loss from equity method investments |
(22 |
) |
— |
(22 |
) |
||||||
Gain from extinguishment of debt, net |
34,348 |
— |
34,348 |
||||||||
Income (loss) before income taxes |
(12,385 |
) |
15,902 |
3,517 |
|||||||
Income tax benefit (expense) |
(1,339 |
) |
624 |
(g) |
(715 |
) |
|||||
Net income (loss) |
(13,724 |
) |
16,526 |
2,802 |
|||||||
Loss attributable to noncontrolling interest |
1,571 |
— |
1,571 |
||||||||
Net income (loss) attributable to Clean Energy Fuels Corp. |
$ |
(12,153 |
) |
$ |
16,526 |
$ |
4,373 |
||||
Income (loss) per share: |
|||||||||||
Basic |
$ |
(0.10 |
) |
$ |
0.15 |
$ |
0.05 |
||||
Diluted |
$ |
(0.10 |
) |
$ |
0.14 |
$ |
0.04 |
||||
Weighted-average common shares outstanding: |
|||||||||||
Basic |
119,395,423 |
119,395,423 |
|||||||||
Diluted |
119,395,423 |
121,467,757 |
|||||||||
___________________
The unaudited pro forma financial information includes the following adjustments (amounts in thousands):
(a) As reported in the Quarterly Report Form 10-Q filed by the Registrant with the SEC on November 2, 2017 and Annual Report on Form 10-K filed by the Registrant with the SEC on March 7, 2017.
(b) Represents the assets and liabilities of IMW Industries Ltd. being contributed to SAFE&CEC S.r.l.
(c) Represents the acquisition of the Registrant’s 49% equity interest in SAFE&CEC S.r.l based on the preliminary fair value of SAFE&CEC S.r.l.. The Registrant's investment in SAFE&CEC S.r.l. has not been adjusted historically for its proportionate share of SAFE&CEC S.r.l.’s earnings in the unaudited pro forma consolidated statements of operations.
(d) Represents the relative fair value of goodwill attributable to IMW Industries Ltd.
(e) Represents the estimated loss on the contribution of IMW Industries Ltd. into SAFE&CEC S.r.l. This loss is not reflected in the accompanying unaudited pro forma consolidated statement of operations because it is a nonrecurring item that is directly related to the transaction.
(f) Represents the historical foreign currency translation adjustments associated with IMW Industries Ltd.
(g) Represents the revenue, cost of sales, operating and tax expenses of IMW Industries Ltd. The Registrant's 49% interest in SAFE&CEC S.r.l. will be accounted for in the future using the equity method of accounting, with the Registrant's interest in the earnings of SAFE&CEC S.r.l. reflected in the consolidated statements of operations.