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Form 8-K Clean Energy Fuels Corp. For: May 11

May 11, 2015 4:09 PM EDT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  May 11, 2015

 

CLEAN ENERGY FUELS CORP.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-33480

 

33-0968580

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

4675 MacArthur Court, Suite 800

Newport Beach, CA

 

92660

(Address of Principal Executive Offices)

 

Zip Code

 

(949) 437-1000

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 2.02.  Results of Operations and Financial Condition.

 

On May 11, 2015, Clean Energy Fuels Corp. (the “Company”) issued a press release announcing financial results for its first quarter ended March 31, 2015. A copy of the Company’s press release containing this information is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

 

The information furnished in this report, including Exhibit 99.1, shall not be deemed to constitute an admission that such information or exhibit is required to be furnished pursuant to Regulation FD or that such information or exhibit contains material information that is not otherwise publicly available. In addition, the Company does not assume any obligation to update such information or exhibit in the future.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)           Exhibits.

 

99.1        Press release dated May 11, 2015

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 11, 2015

Clean Energy Fuels Corp.

 

 

 

 

 

 

 

By:

/s/ Robert M. Vreeland

 

 

Name: Robert M. Vreeland

 

 

Title: Chief Financial Officer

 

2


Exhibit 99.1

 

 

4675 MacArthur Court, Suite 800

Newport Beach, California 92660 USA

949.437.1000   fax: 949.724.1397

www.cleanenergyfuels.com

 

Clean Energy Reports 75.2 Million Gallons Delivered and Revenue of $85.8 Million for First Quarter of 2015

 

NEWPORT BEACH, Calif.—(BUSINESS WIRE) — Clean Energy Fuels Corp. (NASDAQ: CLNE) (Clean Energy or the Company) today announced operating results for the first quarter ended March 31, 2015.

 

Gallons delivered (defined below) for the first quarter of 2015 increased 27% to 75.2 million gallons, compared to 59.3 million gallons delivered in the same period a year ago. CNG, LNG and RNG gallons delivered were 52.4 million, 18.3 million and 4.5 million, respectively, for the first quarter of 2015, compared to 39.4 million, 16.7 million and 3.2 million, respectively, in the same period of 2014.

 

Revenue for the first quarter of 2015 was $85.8 million, a decrease of 10% compared to $95.3 million for the first quarter of 2014. Construction revenue in the first quarter of 2015 was $9.8 million less than construction revenue in the first quarter of 2014, principally due to timing of revenue recognition on construction projects in-process as of March 31, 2015 totaling approximately $9.1 million. Lower fuel prices which were driven by lower natural gas commodity costs reduced revenue by approximately $3.7 million in the first quarter of 2015 compared to the same period in 2014. Revenue for IMW Industries, Ltd. (IMW), Clean Energy’s compressor manufacturing subsidiary, was lower by $7.9 million when compared to the same period in 2014 due to anticipated effects of the soft global oil market and changes in customer mix. Revenue related to gallons delivered increased by $8.4 million comparing the first quarter of 2015 to the first quarter of 2014.

 

Andrew J. Littlefair, Clean Energy’s President and Chief Executive Officer, stated “I’m pleased with the progress we are making to drive volume growth across our different market sectors.   While gasoline and diesel prices declined, so did our commodity cost, and our margins increased despite the depressed oil market.  We continue to open new stations in our national network and sign up fleet customers across the country that will enjoy the environmental and economic benefits associated with natural gas vehicle fuel. Additionally, our new virtual CNG pipeline business, NG Advantage, has made strong progress including their recent contract announcement with International Paper, and we look to expand that business as new opportunities emerge.”

 

Adjusted EBITDA for the first quarter of 2015 totaled $(5.6) million. This compares to Adjusted EBITDA of $(6.8) million in the first quarter of 2014. 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 first quarter of 2015 was $(0.32), compared with a non-GAAP loss per share for the first quarter of 2014 of $(0.30). 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 first quarter of 2015 was $31.1 million, or $0.34 per share, and included a non-cash gain of $0.9 million related to the accounting treatment that requires Clean Energy to value its Series I warrants and mark them to market, and a non-cash charge of $2.7 million related to stock-based compensation. This compares with a net loss for the first quarter of 2014 of $28.6 million, or $0.30 per share, which included a non-cash gain of $4.5 million related to the mark-to-market accounting treatment of the Series I warrants, a non-cash charge of $3.4 million related to stock-based compensation, foreign currency losses of $0.3 million on the Company’s purchase notes issued in September 2010 in connection with the Company’s acquisition of IMW, a $0.5 million write down of the value of the Westport Innovations, Inc. shares held by the Company from the sale of its former subsidiary BAF Technologies, Inc. (WPRT Holdback Shares Write-Down), and $0.1 million in additional lease exit charges related to the move of the Company’s headquarters (HQ Lease Exit).

 



 

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 the Company’s management believes 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 (or other items that may arise in the future as the Company’s management deems appropriate), 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) or any other GAAP measure as an indicator of operating performance. Moreover, because not all companies use identical measures and calculations, the presentation of non-GAAP EPS and Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. Management compensates for these limitations 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) attributable to Clean Energy Fuels Corp., plus stock-based compensation charges, net of related tax benefits, plus or minus any mark-to-market losses or gains on the Series I warrants, plus or minus the foreign currency losses or gains on the IMW Purchase Notes, plus the WPRT Holdback Shares Write-Down, and plus the HQ Lease Exit, the total of which is divided by the Company’s weighted average shares outstanding on a diluted basis. The Company’s management believes that excluding non-cash charges related to stock-based compensation provides useful information to investors because the varying available valuation methodologies, the volatility of the expense (which depends on market forces outside of management’s control), 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 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 of management’s control, and it enables investors to compare the Company’s performance with other companies that have different capital structures. The Company’s management believes that excluding the foreign currency gains and losses on the IMW Purchase Notes 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 IMW business as opposed to the core operations of the Company. The Company’s management believes that excluding the WPRT Holdback Shares Write-Down, and the HQ Lease Exit amounts is useful to investors because they are not part of or representative of the core operations of the Company.

 



 

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 March 31,

 

(in 000s, except per-share amounts)

 

2014

 

2015

 

Net Loss Attributable to Clean Energy Fuels Corp.

 

$

(28,593

)

$

(31,147

)

Stock Based Compensation, Net of Tax Benefits

 

3,420

 

2,690

 

Mark-to-Market Gain on Series I Warrants

 

(4,455

)

(883

)

Foreign Currency Loss on IMW Purchase Notes

 

343

 

 

WPRT Holdback Shares Write-Down

 

463

 

 

HQ Lease Exit

 

55

 

101

 

Adjusted Net Loss

 

$

(28,767

)

$

(29,239

)

Diluted Weighted Average Common Shares Outstanding

 

94,676,325

 

91,317,053

 

Non-GAAP Loss Per Share

 

$

(0.30

)

$

(0.32

)

 

Adjusted EBITDA

 

Adjusted EBITDA is defined as net income (loss) attributable to Clean Energy Fuels Corp., 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 IMW Purchase Notes, plus stock-based compensation charges, net of related tax benefits, plus or minus any mark-to-market losses or gains on the Series I warrants, plus the WPRT Holdback Shares Write-Down, and plus the HQ Lease Exit. 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 March 31,

 

(in 000s)

 

2014

 

2015

 

Net Loss Attributable to Clean Energy Fuels Corp.

 

$

(28,593

)

$

(31,147

)

Income Tax Expense

 

962

 

854

 

Interest Expense, Net

 

9,510

 

9,895

 

Depreciation and Amortization

 

11,515

 

12,886

 

Foreign Currency Loss on IMW Purchase Notes

 

343

 

 

Stock Based Compensation, Net of Tax Benefits

 

3,420

 

2,690

 

Mark-to-Market Gain on Series I Warrants

 

(4,455

)

(883

)

WPRT Holdback Shares Write-Down

 

463

 

 

HQ Lease Exit

 

55

 

101

 

Adjusted EBITDA

 

$

(6,780

)

$

(5,604

)

 

Gallons Delivered

 

The Company defines “gallons delivered” as its gallons of compressed natural gas (CNG), liquefied natural gas (LNG) and renewable natural gas (RNG), along with its gallons associated with providing operations and maintenance services, delivered to its customers during the applicable 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, June 11, 2015, 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 13606820. 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 Fuels Corp. (NASDAQ: CLNE) is the largest provider of natural gas fuel for transportation in North America. We build and operate CNG and LNG fueling stations; manufacture CNG and LNG equipment and technologies for ourselves and other companies; develop RNG production facilities; and deliver more CNG, LNG, and Redeem RNG fuel than any other company 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 market adoption of natural gas as a vehicle fuel, oil, gasoline, diesel and natural gas prices and the Company’s ability to continue to offer natural gas at a discount to gasoline and diesel, continued interest and investment in natural gas as a vehicle fuel, including government incentives promoting the use of cleaner fuels, the strength of the Company’s key markets and businesses, the benefits of natural gas relative to gasoline, diesel and other vehicle fuels, the Company’s ability to successfully enter new businesses, such as the “virtual natural gas pipelines” business of NG Advantage, build, sell and open new natural gas fueling stations and add incremental volume to the Company’s fueling infrastructure, the Company establishing relationships with new customers and expanding relationships with existing customers, and future growth and sales opportunities in all of the Company’s key customer markets, which include trucking, refuse, airport, taxi, transit, ready mix and off-system sales. 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, future supply, demand, use and prices of crude oil and natural gas and fossil and alternative fuels, including gasoline, diesel, natural gas, biodiesel, ethanol, electricity, and hydrogen, the Company’s ability to recognize the anticipated benefits of building CNG and LNG stations, the availability and deployment of, as well as the demand for, natural gas engines that are well-suited for the U.S. heavy-duty truck market, future availability of capital, including equity or debt financing, as needed to fund the growth of the Company’s business, the Company’s ability to efficiently manage any growth it might experience and retain and hire key personnel, the acceptance and availability of natural gas vehicles in the Company’s markets, the availability of tax and related government incentives for natural gas fueling and vehicles, changes to federal, state or local fuel emission standards, the Company’s ability to capture a substantial share of the anticipated growth in the market for natural gas fuel and otherwise compete successfully, the Company’s  ability 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 and investments, such as its investment in NG Advantage, compliance with governmental regulations, the Company’s ability to source and supply sufficient LNG to meet the needs of its business, the Company’s ability to effectively manage its current LNG plants, 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 26, 2015 with the Securities and Exchange Commission (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
Director of Investor Communications
949.437.1403

 

News Media Contact:

 

Gary Foster

Senior Vice President, Corporate Communications

949.437.1113

 



 

Clean Energy Fuels Corp. and Subsidiaries

 

Condensed Consolidated Balance Sheets

 

December 31, 2014 and March 31, 2015

 

(Unaudited)

 

(In thousands, except share data)

 

 

 

December 31,
2014

 

March 31,
2015

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

92,381

 

$

106,863

 

Restricted cash

 

6,012

 

4,985

 

Short-term investments

 

122,546

 

113,557

 

Accounts receivable, net of allowance for doubtful accounts of $752 and $785 as of December 31, 2014 and March 31, 2015, respectively

 

81,970

 

79,056

 

Other receivables

 

56,223

 

25,076

 

Inventory, net

 

34,696

 

32,795

 

Prepaid expenses and other current assets

 

19,811

 

15,854

 

Total current assets

 

413,639

 

378,186

 

Land, property and equipment, net

 

514,269

 

519,315

 

Notes receivable and other long-term assets

 

71,904

 

71,816

 

Investments in other entities

 

6,510

 

6,306

 

Goodwill

 

98,726

 

95,307

 

Intangible assets, net

 

55,361

 

50,062

 

Total assets

 

$

1,160,409

 

$

1,120,992

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion of long-term debt and capital lease obligations

 

$

4,846

 

5,712

 

Accounts payable

 

43,922

 

41,577

 

Accrued liabilities

 

56,760

 

57,151

 

Deferred revenue

 

14,683

 

11,738

 

Total current liabilities

 

120,211

 

116,178

 

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

 

500,824

 

503,869

 

Long-term debt, related party

 

65,000

 

65,000

 

Other long-term liabilities

 

9,339

 

8,373

 

Total liabilities

 

695,374

 

693,420

 

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 90,203,344 shares and 90,378,353 shares at December 31, 2014 and March 31, 2015, respectively

 

9

 

9

 

Additional paid-in capital

 

898,106

 

901,130

 

Accumulated deficit

 

(457,441

)

(488,572

)

Accumulated other comprehensive loss

 

(3,248

)

(12,224

)

Total Clean Energy Fuels Corp. stockholders’ equity

 

437,426

 

400,343

 

Noncontrolling interest in subsidiary

 

27,609

 

27,229

 

Total stockholders’ equity

 

465,035

 

427,572

 

Total liabilities and stockholders’ equity

 

$

1,160,409

 

$

1,120,992

 

 



 

Clean Energy Fuels Corp. and Subsidiaries

 

Condensed Consolidated Statements of Operations

 

For the Three Months Ended March 31, 2014 and 2015

 

(Unaudited)

 

(In thousands, except share and per share data)

 

 

 

Three Months Ended
March 31,

 

 

 

2014

 

2015

 

Revenue:

 

 

 

 

 

Product revenues

 

$

85,789

 

$

69,297

 

Service revenues

 

9,486

 

16,551

 

Total revenues

 

95,275

 

85,848

 

Operating expenses:

 

 

 

 

 

Cost of sales (exclusive of depreciation and amortization shown separately below):

 

 

 

 

 

Product cost of sales

 

67,867

 

55,379

 

Service cost of sales

 

3,764

 

9,354

 

Derivative gains:

 

 

 

 

 

Series I warrant valuation

 

(4,455

)

(883

)

Selling, general and administrative

 

33,490

 

30,233

 

Depreciation and amortization

 

11,515

 

12,886

 

Total operating expenses

 

112,181

 

106,969

 

Operating loss

 

(16,906

)

(21,121

)

Interest expense, net

 

(9,510

)

(9,895

)

Other income (expense), net

 

(1,286

)

547

 

Loss from equity method investment

 

 

(204

)

Loss before income taxes

 

(27,702

)

(30,673

)

Income tax expense

 

(962

)

(854

)

Net loss

 

(28,664

)

(31,527

)

Loss from noncontrolling interest

 

71

 

380

 

Net loss attributable to Clean Energy Fuels Corp.

 

$

(28,593

)

$

(31,147

)

Loss per share attributable to Clean Energy Fuels Corp.:

 

 

 

 

 

Basic

 

$

(0.30

)

$

(0.34

)

Diluted

 

$

(0.30

)

$

(0.34

)

Weighted-average common shares outstanding:

 

 

 

 

 

Basic

 

94,676,325

 

91,317,053

 

Diluted

 

94,676,325

 

91,317,053

 

 



 

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

 

 

 

Three Months Ended
March 31,

 

 

 

2014

 

2015

 

Construction Revenues

 

$

16.3

 

$

6.5

 

Construction Cost of Sales

 

(13.4

)

(5.7

)

Stock-based Compensation Expense, Net of Tax Benefits

 

(3.4

)

(2.7

)

 




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