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Industrials - Industrial - Pollution & Treatment Controls - NASDAQ - US
$ 0.86
-6.53 %
$ 43.2 M
Market Cap
-7.17
P/E
EARNINGS CALL TRANSCRIPT
EARNINGS CALL TRANSCRIPT 2018 - Q3
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Executives

Lou Basenese – Vice President of Corporate Communications Brian Fike – Chief Financial Officer Steve Pirnat – Chief Executive Officer Rob Hoffman – Chairman Steve Sock – Senior Vice President of Business Development.

Analysts

Michael Brcic – National Securities George Sloan – Private Investor John Reynolds – Private Investor Bob Kecseg – Las Colinas Capital Management Richard Dortch – National Securities Walter Schenker – MAZ Partners.

Operator

Good day, and welcome to the ClearSign Combustion Q3 Earnings Conference Call. I would now like to turn the conference over to Lou Basenese to begin..

Lou Basenese Vice President of Corporate Communications

Thank you, operator, and welcome everyone to the ClearSign Combustion Corporation’s Third Quarter 2018 Results Conference Call. During this conference call, the Company will make forward-looking statements. We caution you that any statement that is not a statement of historical fact is a forward-looking statement.

This includes remarks about the Company’s projections, expectations, plans, beliefs and prospects.

These statements are based on judgments and analysis as of the date of this conference call and are subject to numerous important risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

The risks and uncertainties associated with the forward-looking statements made in this conference call include, but are not limited to whether field testing and sales of ClearSign’s products will be successfully completed, whether ClearSign will be successful in expanding the market for it’s products, and other risks that are described in ClearSign’s public periodic filings with the SEC, including the discussion in the Risk Factor section of the 2017 Annual Report on Form 10-K.

Investors or potential investors should read these risks. ClearSign assumes no responsibility to update these forward-looking statements to reflect future events or actual outcomes and does not intend to do so.

On the call with me today are Steve Pirnat, ClearSign’s Chief Executive Officer; Brian Fike, ClearSign’s Chief Financial Officer; Steve Sock, ClearSign’s Senior Vice President of Business Development; and Rob Hoffman, ClearSign’s Chairman of the Board. With that, now I’d like to turn the call over to Brian Fike. Please go ahead, Brian..

Brian Fike

Thank you, Lou, and thank you to everyone for joining us on the call today. Before I turn the call over to Steve, I’ll review our results for the third quarter of 2018, as they reported our Form 10-Q. For the quarter, we incurred a loss of $2.3 million, compared to a loss of $2.5 million for the same period in 2017.

And the loss of $7 million for the nine months ending September 30 of 2018, compared to a net loss of $7.1 million in the same period of 2017. Shares outstanding on September 30 of 2018 were $26,660,980. During the quarter, we completed a stock offering wherein we sold 5,213,543 shares at $2.25 per share, raising a net of approximately $11.6 million.

Our cash resources were approximately $18.1 million at the end of the quarter. It is important to note that we have sufficient working capital available as of our filing today to carry us well into 2020 even assuming no revenue. With that, I’d like to turn the call over to our Chief Executive Officer, Steve Pirnat. Please go ahead, Steve..

Steve Pirnat

Thank you, Brian for the financial update. And I would like to thank and welcome participants on today’s call. Today, we intend to review our progress during the third quarter of 2018 as well as share insight into the remainder of 2018 into 2019 and beyond.

On the last call, we cover the investment via private placement of 5.2 million shares of our common stock at a price of $2.25 a share to ClearSign SPV LLC, which is a single purpose vehicle capitalized by a small group of experienced high net worth and single family office investors created for the sole purpose of acquiring a large portion in ClearSign, in order to benefit from the stocks long-term appreciation.

Proceeds from this offering are being used to accelerate penetration into target vertical in domestic and international markets and continue product development efforts. As part of the transaction, we added Rob Hoffman to our Board of Directors.

Rob comes to ClearSign with more than 30 years of relevant capital markets experience and expertise, and prides himself as a fundamental investor. During the comprehensive due diligence process associated with the private placement of our common stock with clirSPV.

I had the opportunity to work closely with Rob and was impressed by his knowledge and appreciation of our business model and technology. He specifically took time to meet with key members of the leadership team and familiarize himself with the Clear organization.

I think Rob is an excellent addition to our Board and his addition fits into the Board’s plan to refresh its membership. As we announced previously, we ended up period of management transition. I have recently announced my intention to retire when my contract expires on December 31, 2018.

A search for my successor is currently underway with a nationally recognized search firm. I have agreed to stay on as long as necessary to ensure a smooth transition for the company and key customers. We have an impressive list of CEO candidates and I am confident we will find a well qualified CEO to lead ClearSign in the future.

I remain extremely optimistic about the potential for this company and its technology and will offer my complete support and cooperation in the future. As part of this transaction, the Clear Board of Directors voted on November 6, to separate the role of CEO and Chairman and appoint Rob Hoffman to serve as Chairman effective immediately.

Given Rob’s background and commitment to ClearSign, this will greatly contribute to the Company’s Board strength and continuity. Additionally, Jeff Ott has stepped down from the Clear Board to focus on his professional and personal responsibilities at team industrial services.

Jeff was an extremely valuable member of the Board and I will miss his insight and counsel.

Finally, the Board recognizes the value of refreshing its memberships and we create – we are casting a wide net in search of new members including working with the National Association of Corporate Directors to find director candidates who can complement the skills of our new CEO and the Board incumbent members.

At a meeting held on October 30, the Board considered the annual compensation paid to non-executive directors and tends to change from a cash based to an all equity based compensation structure.

The members of the Board have also decided to accelerate scheduling of the Company’s Annual Meeting to the earliest practical date in order to introduce the Company’s shareholders to the new Board members. Finally, we have had a number of questions regarding whether we will extend the terms of the $4 warrant that expires in January of 2019.

The warrants were issued as part of our rights offering as an incentive to generate interest in participation in the offering. ClearSign went a step further and had the warrants approved for listing on the NASDAQ, so they could be freely traded in the market.

The Board has considered whether to extend the terms of the warrant as determined not to do so.

Some of the factors we considered in making this decision included fuse dilution, our current capital needs, and the fact that extending the terms of the warrants would benefit only a small group of warrant holders rather than the company shareholder base as a whole. With that, I’d like to bring Rob onto the call with some comments.

Rob?.

Rob Hoffman

Thanks, Steve. The original plan was for me to speak on the last quarterly call, but the correct decision was made to allow our business development had destocked the opportunity to update investors on the pipeline of interest to company I think.

Furthermore, having the additional time to dig even deeper into the Company’s prospects provides me with even more confidence in what I’m about here. To step back, the primary goal of the SPV’s due diligence process was to verify both the quality of the technology and the market potential.

It goes without saying that the results of that due diligence were positive. We also believe that our timing was – since the three major headwinds that have faced the company, we’re actually now turning into tailwind, more specifically time, price of oil and the regulatory landscape. Let’s take them individually.

Time, investors need to remember that no matter how confident we are in the technology, we are asking customers to install our product in their most valuable assets, a refinery or in the case of an OTSG, their extraction process.

Customers are understandably careful when it comes to a new technology, since if it does not work, the ramifications are significant from both a safety and a profitability perspective.

Since we now have approximately three years of Duplex installations that are working respect the confidence level of both current and prospective customers has increased, which manifests in the pipeline of opportunities, Steve Sock walk through on the last call and Steve Pirnat will update later on this one. The price of oil.

Earlier in my investing career, I was a large investor in the oil energy space. And as a consequence, I am very familiar with the decision making process of oil companies, when the price of oil plummet. To use a vernacular, they cut first and ask questions later.

In other words, CapEx spending is not only cut to the bone, but also invariably cuts into the muscle. So while from a rational perspective, it would make sense for a company to invest in Duplex into promises to be both energy and operationally efficient, while also dramatically reducing emissions.

The reality is that the only CapEx released during these oil price drops is the minimum needed to keep the process growing. Looking at price chart for oil, it was standing at around $70 a barrel, when Duplex was first introduced. But over the course of the subsequent months and quarters plummeted to under $30 a barrel.

And it’s now been north of 60 for awhile and consequently CapEx budgets are being revalued and loosened up. The regulatory landscape. It is interesting to see that at this time in rough numbers, about 50% of the prospects for the companies for operational improvement, primarily the elimination of flame impingement.

While the other half are to satisfy regulatory requirement. But for those regulatory sensitive buyers experience shows that companies don’t want to spend money unless they know exactly what the targeted.

In the past six months, we have seen rules and regs proposed by the two major California Air Quality Management District, while both are in the public common stages, the finish line is now a site and I believe that the odds are good that the final regs promulgated will be extremely favorable to the adoption of Duplex.

So, would I – in my SPV investors like this immediate gratification in the form of specific orders? Of course. But almost more importantly, have I learned anything in my short tenure as an insider and it’s changed my confidence and Duplex’s eventual adoption not at all.

The technology works, the end markets are enormous and the asset light licensing business model not only has a high operating leverage, but can penetrate the different market verticals much faster, and was dramatically less investment needed in both physical and human capital, and ClearSign that ever attempt to do so.

Before it turn back to Steve, I wanted to make a brief moment about the few of the actions that the board recently [Audio Dip] I know that there had been criticism, including from me by the way, with regard to the paid that board members had historically received, in spite of the lack of sales for the company.

By both reducing the annual director compensation level, as well as moving towards awarding equity in the form of stock options as the stock compensation. I believe we will more closely aligning the interests of shareholders and directors.

Second, with the announcement of Steve’s retirement, as well as CFO’s resignation from the board, we have the unique opportunity to not only bring new talent in the form of a new CEO, but also refresh the board that’s we complement the talents of both board members and our new CEO.

While I have personally and professionally started to Steve stepped down as CEO, he has laid a solid foundation by bringing Duplex into commercialization, built the team to carry this through and we will continue to benefit from his deep industry knowledge and contact even after he has relinquished the reigns of CEO.

Given that we’re approaching the end of the year and the annual meeting is the forum for shareholder input into board composition. We have made the decision to accelerate that meaning to his earlier date as logistically possible, so that we can move forward asap with a refresh board.

I’m honored and excited to be chosen to lead that board, and our goal is to find board members were willing to commit time to the company and who persist in achieving commercial success for ClearSign through their backgrounds and our contact. With that, I’d like to turn the call back over to Steve for business overview.

Steve?.

Steve Pirnat

Thank you, Rob. I’d like to continue by going over some of the pipeline projects and Steve Sock is available for commentary here as well. On July 26, ClearSign announce that it engaged with the second unnamed super major oil and gas company, which joined the previously announced engagement with ExxonMobil.

After recent visits from both super majors, ClearSign believes that the process of identifying equipment for initial paid installation at their respective refinery locations will be completed in the coming months.

The company believes that this development reaffirms the increasing commercial interest from global super majors and serves as an important validation of Duplex technology. The company continues to move forward on many fronts, the most important of which is expanding our pipeline of commercial opportunities.

We are now working on 75 active opportunities up from 68 last quarter, with a wide range of customers from large refineries to global super majors to leading industrial boiler manufacturers.

While we have not yet disclosed revenue potential associated with this growing pipeline, I can report that it increased 45% since our last update and if successful provides a clear path to break even ultimate profitability. Further, we just completed comprehensive boiler performance testing, for a leader North American packaged boiler OEM.

We were able to demonstrate industry leading emissions performance for our new Fire Tube Boiler Burner on one of their actual package boilers in our test lab. We believe this could lead to supply and licensing agreements for this product.

We have received the commitment letter from a southern California refinery to participate in the previously announced South Coast Air Quality Management District project that should demonstrate clears Duplex technology as best available control technology or is the industry term backed candidate to achieve ultra-low emissions levels in refinery process heaters and other types of fired equipment.

We successfully installed and are operating a large scale Duplex Plug & Play burner in a southern California refinery, that’s creating expanded interest among California refiners in light of the anticipated stricter air quality standards. This burner was in the $6 million to $8 million BTU and our heat release at a 6 ppm NOx level.

This satisfies the current permitting and the current BACT performance for refinery heaters. Regarding the Delek refinery project in Tyler, Texas. The installed Duplex burner is working as expected. However, due to changing in operation directors, the additional burners for this heater are not in their short term plans.

We’re entering the final stages of installation on the Chinese district heating project. The company currently has a team on the ground in China, they’re waiting to go ahead from the heating district to fire up the Duplex boiler burner in time for their heating season, which begins in a few weeks.

We are optimistic that we will be able to demonstrate world-class emissions performance, thus providing a massive opportunity for retrofitting district heating boiler systems throughout China. There are literally thousands of boilers that can be retrofitted in these applications using our technology.

Last but not least, as Rob reference, the overall regulatory environment continues to look more favorable towards our technology and ClearSign continues to work with various regulators to articulate the economic value of our patented proven that disruptive technology and reducing emissions and an attractive cost in comparison to current alternatives.

In the United States, we believe that regulations will drive lower emissions levels and increased fines for noncompliance. Countries like China represent a huge and immediate market opportunity for our technology as China’s command and control approach to environmental policy mandates improvement in China’s air quality.

Simply stated, you get shut down for operating out of compliance in China. With that, I’d like to open up the call to question and answers.

Operator, can we open the call for questions?.

Operator

[Operator Instructions] Our first question comes from [indiscernible]. Please go ahead..

Unidentified Analyst

Hi, Steve, I appreciate it very much. I want to ask the question the press release I’m just reading it here on Yahoo Finance. You mentioned that the Regulator-Funded Demonstration Project with the South Coast Air Quality District.

Can you expand on that a little bit?.

Steve Pirnat

Yes, that’s correct. And since Steve Sock is here, I’ll let him answer that..

Steve Sock

Yes. That’s a project that had been previously announced to be jointly funded by the regulatory districts themselves, South Coast Air Quality Management District, which for those who don’t know is the air regulating authority for Greater Los Angeles.

We’ve recently found a host site to partner with and work with on that project and we’re currently going through the process of finalizing the necessary agreements to make that happen..

Unidentified Analyst

So one follow-up question, is that normal for a regulator to actually pay for the installation? I’m not an expert in that. But it seems unique to me that the regulator would actually pay this itself..

Steve Pirnat

It is somewhat irregular. Many regulatory districts have funds that can be used to advance technologies often in the form of studies. But rarely is it that they actually invest in actual demonstration projects at this scale.

So we’re very pleased and honored to be participating with the district and this host site and look to be announcing more about it in the near future once the appropriate paperwork gets completed..

Unidentified Analyst

And one more, I mean, I don’t want to put words in your mouth, but then would you say that sort of speaks volumes for the regulatory districts desire to have this technology, the fact that they’re paying for themselves?.

Steve Pirnat

We think it does. We think it represents a win-win for all the parties involved. The regulators see our technology as a opportunity to get to a clean air with less barriers, lower cost, quicker installation times, less complexity.

The operators see it as a low – a lower cost alternative for regulatory compliance and obviously clear assigned benefits from commercial demonstration..

Steve Sock

Yes. I mean, Jeff, we just think it’s a huge opportunity for us..

Unidentified Analyst

Yes, I mean that’s super exciting. I appreciate it. Thank you for that..

Operator

[Operator Instructions] Our next question comes from Michael Brcic with National Securities. Please go ahead..

Michael Brcic

Yes. Hi. Thank you. It’s great to see a lot more opportunities coming along. But I think the market is sort of looking to close on some of these things. Is there any way you can try to give us some idea of some milestones or some – what may happen in the near future to actually close some of these fields.

For example, in China, how long is that testing going to take before we can see some concrete steps to take..

Steve Pirnat

Well, I’ll address the China question. I mean, we think we’re – again, we’re waiting for the Chinese client to give us approval to start the boiler. So we could be weeks away from being able to demonstrate it. And then the time it will take them to satisfy themselves that the technology is working satisfactorily, it could be a matter of months..

Michael Brcic

And just in general, do we have some idea when we are going to start picking up on revenue – it’s seems close in the next few months, if you think it will stop moving the ball forward on getting past the prospect stage, the client state..

Steve Sock

Well Michael, I’ll take that. Revenue starts with being selected and awarded contracts and we do hope that and we do expect that in the short-term, we’ll be able to announce project awards in our favor that will lead to future revenue streams for the company..

Michael Brcic

Great. Thank you, guys..

Operator

Our next question comes from Lawrence McGovern [ph] with Retail. Please go ahead..

Unidentified Analyst

Yes. Thanks for taking the call. I missed the beginning, got delayed on getting on the call.

And so maybe this has been addressed already, but if not, we are now approaching the second week of November and a burning question for myself and I’m sure lots of other investors who have been investing in the company for a long time is what is going to happen with the warrants, which are going to be expiring soon unless they’re extended.

I fully believed that it would be foolhardy on the part of the company and a slap in the face to the investors who have invested in the company, especially with the warrants, if those are not extended. And, I’d like to know what plans there are to extend the awareness because in my opinion it’s absolutely necessary..

Steve Pirnat

Okay. Well, I – this was covered in the beginning of the call, but the decision was made not to extend the warrants and probably in simplest terms, it was based on the fact that we felt that the decision would benefit a selected group of investors, not all the shareholders..

Operator

[Operator Instructions] Our next question comes from George Sloan, Private Investor. Please go ahead, George..

George Sloan

With respect to the warrants, you’ve mentioned twice now that it would be for the benefit of a select few warrant holders and not to the benefit of the shareholders as a whole.

Could you explain what detriment it would play to the shareholders as a whole if you simply extended the warranty for a year? How would it hurt the company and the shareholders?.

Steve Pirnat

Well, just to restate what we’ve said. The decision was based on the future delusion and the current capital needs for the company as well as the fact that it benefits a smaller group of shareholders..

George Sloan

Could you be more specific about the delusion and what detriment it would play to the company as a whole as opposed to basically throwing the warrant holders under the bus?.

Steve Pirnat

Well, I think it’s – to get into the specifics of the delusion that would be a little bit of an exercise, but I don't know that we threw anybody under the bus. At the time, we offered the rights offering, we offered a tradable warrant which expired. So they got what they – they were promised..

Operator

Our next question comes from John Reynolds, Private Investor. Please go ahead, John..

John Reynolds

I'd like to further comment on the warranty. You gave us no reasonable time to sell those because you failed on every execution of your model for more than two years. So I agree with everybody who's echoing my feeling with the support….

Operator

Our next question comes from [indiscernible]. Please go ahead..

Unidentified Analyst

Yeah, this is [indiscernible] and there is $2.5 million warrants out there, and there is 25 million shares roughly. And I concur entirely with the previous spokesman.

I would at least like to see some explanation and something filed that would detail the rationale, but I'm extremely disappointed and share with the view that the management has not delivered our expectations time and time again..

Steve Pirnat

Okay..

Rob Hoffman

Steve. This is Rob Hoffman. Let me just pick at point in terms of the fairness. And by the way, I recuse myself from the discussion because the SPV would have benefited as well.

But when a warrant is extended, especially a tradable warrant, you're effectively giving a tradable gift to one warrant holder versus a shareholder who does not have a warrant or potentially sold that warrant. So I don't – I think that's part of the definition of unfairness.

Is that all shareholders are feeling pain from the current share price, including the SPV, but to extend a warrant and effectively, give something of value to a select group of shareholders.

And those warrant holders may in fact be different than the people who participated in the offering, for example, they may have sold those warrants, which is not necessarily good practice. And as the – as Steve mentioned in the – in his initial remarks, there's not a need for capital at this point either.

So it doesn't make a whole lot of financial sense to extend those..

Operator

Our next question comes from Bob Kecseg with Las Colinas Capital Management. Please go ahead..

Bob Kecseg

All right, thanks. Yes, just – I think everyone's familiar with my name, maybe Bob Kecseg. Yes, I'm going to change the subject to a little bit. I did get laid on the call, so I kind of missed your presentation. I’ll listen to that later.

What I guess probably most concerned about is the business and what is the likelihood that we're going to see a new customer anytime soon?.

Steve Pirnat

Well, I mean, as I just announced in the part of the opening remarks, we just had arguably the largest industrial packaged boiler company in the United States here for two days worth of testing.

We actually have one of their boilers in our test lab and were able to successfully demonstrate our new firetube boiler burner, which by their own admission has the best emissions and overall operating performance of anything on the market.

So we disappointingly didn't leave dinner with an order stuff in our pocket, but we left with a very enthusiastic customer that we've been working with for over a year to kind of get to the point, where they would come in and look at the test and evaluate the product.

So I think there's, you could go through the backlog of the multiple projects we just talked about and look at each one of these jobs and expect that at some point, if you follow the argument that major multi-national oil companies don't ask you for a price and performance data because they're bored, they do it because they want to eventually buy the equipment.

Our assumption in my experience is that these things will convert the waters. But we just don't have the ability using ExxonMobil as an example of making them go faster because the things that drive their decision making or well above our ability to influence it.

And just to pick, to paraphrase with the ExxonMobil guys told us if we sell them a burner for a $1, it might cost them $4 or $5 to install and operate it. So their planning cycle and their capital budgeting cycle is far outside the simple cost of our product.

And many of these customers is Rob Hoffman mentioned in his discussion are a little bit, let's say reticent to move forward with our kinds of technologies in the short term because they're waiting for the new emission standards to come out.

When those emissions standards come out, given all the influence in discussions we've had, we expect them to be lower and the fines to increase and all of that favors our technology.

So the external factors that affect the demand for our business have all been favorable, increased number of – “increased dollar values” continued interest among major customers, improved environmental compliance requirements. So it's – I guess, frustrating because of the time it's taking unfortunately a lot of that is the nature of the industry.

But it's encouraging quite frankly, to see the significant increase in opportunities, we're saying and quite bluntly, the fact that we've been doing this now for three years and we've never had a problem where we said, Jesus won't work, we better take our ball and go home..

Bob Kecseg

Well, with all the potential customers for that firetube in the thousands, couldn't we just put it in some place for nothing, just to run it in an operational school or hospital or something kind of operation like that? And just get it in and just say, we doesn’t want to put this in for nothing..

Steve Pirnat

We don’t have a problem at this point with that particular customer convince it on that the burner has to be put in for nothing. They’ve already seen it work in a boiler in our lab over two days and they’ve seen it work. So, I think they’re now persuaded that it works, but the steps involved is that we would have to and plan to work with them.

This particular company not only is largest packaged boiler OEM in the United States, but they also make their own burners.

So what would be the next step is, I were working with their engineers to incorporate Duplex Technology into their existing burners, and they would design their burners in a way that would incorporate our duplex capabilities and they would be able to manufacture in their factory a product of essentially licenses or purchases our technology.

And that would be the next step, and I think we’re, there’s a few things that have to be done with their engineering people and our engineering before that starts. But to the fundamental question, they don’t know – they no longer needed to see it, working to see at work.

We went through the extraordinary step of getting one of their boilers, having it shipped here, having an installed and testing it. And I guess if I gave him one for free, it wouldn’t be a sale anyway..

Bob Kecseg

Well, it wouldn’t be any different of what we have now, but that’s the point. It doesn’t really cost us anything.

It’s to me it would be a lot more valuable to say it, this is running at so and operation for one month, two months, three months and it’s still running and everything’s fine and just like we did in the lab, because we all know about the skepticism about the difference between the control environment and actual industrial application.

I like to make a comment about the – it seems like the agitation that people have about how things are done in relationship to these warrants.

I’ll tell you an even smaller group that benefits greatly in this organization and that’s the top management with all the bonuses that they’ve gotten year after year after year and how the Board of Directors is another small, tiny group that benefits from $100,000 of compensation each and for a company that doesn’t generate any money, that’s lot of money going into a very few number of people if there’s anything that’s unfair, it’s a good thing, I’m not on the board, because you’d never hear the end of it.

Mr. Hopkins on the board as a new person and I can’t believe that anything has not shaken up this board since he’s been here in July. We’re really in the same place that I can see that we were before. So, tell me, tell me how that is an unfair. Both of those, both of those items that I brought up..

Rob Hoffman

This is, this is Rob.

Bob, were you on the call earlier when we – when we talked about the changes that we’ve made on board compensation going forward?.

Bob Kecseg

No. I apologize, sir. I got on maybe, I don’t know probably four minutes before I asked a question. So not very long..

Rob Hoffman

And as I mentioned it was as an investor prior to my board membership.

It was something that stuck in my craw, and I think it was just one of those where the – the previous board perhaps didn’t focus on, on how the perception was, but we agreed at our last board meeting that going forward, not only would board compensation be reduced, but it would be completely any cash component would be eliminated and it would only be a equity based..

Bob Kecseg

Okay..

Rob Hoffman

So we’ve addressed that. And then the other comment that – that the board made the decision is, we’re refreshing the board. And the process of doing that, we said, well, why – traditionally an Annual Meeting takes place, let’s call it the first week of May and that’s because you have to wait until your annual report has done and yada, yada, yada [ph].

Well, we’ve said we’re going to accelerate that. Our financials aren’t very complicated. So as soon as we can get our – we have a, plan for getting, getting the audit completed as soon as possible.

And then scheduling the Annual Meeting for dramatically shorter time period than the normal support for exactly that reason so that we can – so that we can present the new board slate that we will be coming up with them..

Bob Kecseg

Okay. I apologize that I got on there late. You have to repeat..

Rob Hoffman

Worth repeating..

Operator

Our next question comes from Richard Dortch with National Securities. [Operator Instructions] Please go ahead, Richard..

Richard Dortch

Yes, that’s a National Securities. Thank you very much for taking my call. I would also like to just bring forward the comments about the warrants. You are a public company, your shares trade, on expectations and on market risk. And you actually pay and to be public and to have an IR department.

And it’s just my opinion, but I think you’re being tone deaf when you reject a non dilutive, strike price that basically tripled of what is that trading for and would result in cash payment, $4 a share when you can’t even raise money, above $2 a share, and I would just request as the board to reconsider your comments about unfairness, because I think all the unfairness is that the only original warrant holders for your own dedicated original shareholders who got the right, they’ve been with you for years.

And as one of the previous callers have said, the expectations set forth by Mr. Pranat [ph] has never been met. Not only have they not been met, they’ve been horribly missed.

And to extend the timeframe, I think would show of flexibility, a return to a smart dealings with Wall Street and be initially, very, very much well received in terms of shareholder reaction. And I would just hope as they reconsideration that the time you still there, you do some thinking on it, review your thoughts about unfairness.

Because I think all the unfairness is not only on your own shareholders, but taking it forward, I think the reaction in the marketplace would be extremely well received. On the other side of the coin, I don’t think that you want to be around and follow through with your determination to squash these shareholders.

You’re liable listening yourself not on the board. A subsequent to your next meeting. Again, thank you for taking my comment. I would like to hear your thoughtful response..

Rob Hoffman

Let me – this is Rob Hoffman again. I think it would be the board has discussed the proposal at length and the – and made its decision and I think the rationale is very rational. I think it would be a disservice to people to hold out hope that, that we might reconsider the warranty extension.

What I would prefer that we do is, is focus on the operational progress of the company, the warrants have three months, give or take of exploration left in them. And if we can deliver on some, good news then, then perhaps those warrants will be indeed worth something.

But I don’t think it would be – it would be appropriate for us to do anything other than reiterate the board’s decision as final..

Richard Dortch

I hear you, sorry about that. But we’ll see what happens..

Operator

Our next question is a follow-up from [indiscernible]. Please go ahead..

Unidentified Analyst

Yeah, thanks. And I promise this won’t be about the warrant. This is a related to the second supermajor that you’ve announced.

You see that tracking on the same path as with Exxon or is there kind of the same time? So you’ve been with Exxon – worked with Exxon for close to a year, you see this with the second supermajor taking the same amount of time or is there some leveraging off the Exxon relationship that could go in so that the second supermajor will be a shorter time frame than what the full relationship with that at this point..

Steve Pirnat

Yes. I kind of think that an operating installation Exxon would kind of push them along a little faster. But again, the decision making at these, I guess they probably call them supermajors for a reason, but their decision making tends to be fairly slow. And I think as Steve Sock mentioned, the risk reward for them is significant.

I mean they realize, they will save a fortune with our technology as opposed to SCRs, but they were also always concerned about the safety and reliability of equipment in and having worked for coke industries, which is also a refiner, an event in a refinery that causes a fire could be a $500 million problem..

Unidentified Analyst

Got It. Thank you..

Operator

Our next question is from Walter Schenker with MAZ Partners. Please go ahead..

Walter Schenker

Just for what it’s worth, I really have a question. I suspect having been involved with maybe 500 financings, many of which had warrant as long, many, many millions of warrant. I understood they had an expiration, fortunately all of them have expired sort of a condition of contest and it is what it is.

Not the point, everyone shoot me now because they look upset. But the real question, it’s really when Steve talks about the business and talks about lengthy analysis by Exxon or another supermajor, but also air energy also all the other people he’s been dealing with the three to five years, 50, 75, 100 different people who’ve evaluated.

So, I understand you put the money in so you believed it’s the big issue for me and I’ve been a shareholder for a number of years. I participated in the rights offering. I bought stock in the open market is not one order put the lack of even one order. And why with all of these people evaluating it, no one pulls the trigger.

I cannot understand Exxon mobile and you’ve got giant refinery with this is a wide range of people who have evaluated and we’re still waiting for orders. I realize I’m trying to kill something Rob, but I’ve heard Steve for years. I want to hear you one more time. I apologize address the total lack of orders in your mind..

Rob Hoffman

Well thanks for the question, Walter, and thanks for your insight warrant expirations, I think one other things that I’ve been able to do as a board member is, have further granularity to the interest levels, and as I said in my prepared remarks, the lack of consummation of orders has really been a function of those three things, time price of oil in regulatory environment for the most part.

And so you can’t push a string. As I reiterated, I have confidence in the breadth and depth of the opportunity pipeline.

And I think, maybe I can Steve Sock to join in here, but I think what we’re, what we’re seeing is that as the regulatory clouds start to part or whatever the analogy would be, you have more and more entities that are saying to themselves, let’s make sure we have this operating in our facility, so that when the regulations come down, we will be comfortable with going, going that direction is, is that a good assessment Steve Sock?.

Steve Sock

I believe, I believe it is. I think the lack of success this year is due in part to the uncertainty of the regulatory changes that have been discussed and published by the different regulatory and also in part people spend in 2018 what was approved in 2017 and sometimes even that approvals further back in time than that.

And the crude oil prices and the lack in the freeze on capital spend lags those decisions. And I think we faced a lot of that this year as well, customers are in their budgeting phase now for 2019, crude prices are stronger, that should lead to an increased capital expenditure spend and we expect to see some of that in the new year..

Walter Schenker

Okay. Thank you..

Operator

This will be the end of the question-and-answer session. I would like to turn the call back over to management for any closing remarks..

Steve Pirnat

Thank you. If there are no further questions, I’d like to thank our investors for participating in this call and for their continued support of the ClearSign. Good afternoon..

Operator

The conference has now concluded. Thank you for attending today’s presentation. You may now disconnect..

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