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.
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.
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
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.
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, 2011and
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
85,433,258shares 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
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 Year Ended December
31, 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
Included in net loss are the following amounts (in
millions):
Three Months Ended
Year December 31, 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 )
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