|
Delaware
|
|
33-0968580
|
(State or other jurisdiction of incorporation)
|
|
(IRS Employer Identification No.)
|
Large accelerated filer
o
|
|
Accelerated filer
x
|
|
|
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
o
|
|
|
|
|
|
|
|
|
December 31,
2015 |
|
June 30,
2016 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
43,724
|
|
|
$
|
102,316
|
|
Restricted cash
|
4,240
|
|
|
4,439
|
|
||
Short-term investments
|
102,944
|
|
|
79,364
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $1,895 and $1,714 as of December 31, 2015 and June 30, 2016, respectively
|
73,645
|
|
|
77,681
|
|
||
Other receivables
|
60,667
|
|
|
31,037
|
|
||
Inventory
|
29,289
|
|
|
28,561
|
|
||
Prepaid expenses and other current assets
|
14,657
|
|
|
12,604
|
|
||
Total current assets
|
329,166
|
|
|
336,002
|
|
||
Land, property and equipment, net
|
516,324
|
|
|
495,791
|
|
||
Notes receivable and other long-term assets, net
|
14,732
|
|
|
17,990
|
|
||
Investments in other entities
|
5,695
|
|
|
2,657
|
|
||
Goodwill
|
91,967
|
|
|
94,405
|
|
||
Intangible assets, net
|
42,644
|
|
|
42,292
|
|
||
Total assets
|
$
|
1,000,528
|
|
|
$
|
989,137
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of debt and capital lease obligations
|
$
|
149,856
|
|
|
$
|
139,428
|
|
Accounts payable
|
26,906
|
|
|
19,766
|
|
||
Accrued liabilities
|
59,082
|
|
|
49,978
|
|
||
Deferred revenue
|
10,549
|
|
|
9,299
|
|
||
Total current liabilities
|
246,393
|
|
|
218,471
|
|
||
Long-term portion of debt and capital lease obligations
|
352,294
|
|
|
284,361
|
|
||
Long-term debt, related party
|
65,000
|
|
|
65,000
|
|
||
Other long-term liabilities
|
7,896
|
|
|
8,156
|
|
||
Total liabilities
|
671,583
|
|
|
575,988
|
|
||
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 92,382,717 shares and 116,344,723 shares at December 31, 2015 and June 30, 2016, respectively
|
9
|
|
|
12
|
|
||
Additional paid-in capital
|
915,199
|
|
|
989,348
|
|
||
Accumulated deficit
|
(591,683
|
)
|
|
(587,325
|
)
|
||
Accumulated other comprehensive loss
|
(20,973
|
)
|
|
(14,353
|
)
|
||
Total Clean Energy Fuels Corp. stockholders’ equity
|
302,552
|
|
|
387,682
|
|
||
Noncontrolling interest in subsidiary
|
26,393
|
|
|
25,467
|
|
||
Total stockholders’ equity
|
328,945
|
|
|
413,149
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,000,528
|
|
|
$
|
989,137
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
|
||||||||||||
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Product revenues
|
$
|
75,744
|
|
|
$
|
94,731
|
|
|
$
|
145,041
|
|
|
$
|
178,723
|
|
|
Service revenues
|
11,124
|
|
|
13,294
|
|
|
27,675
|
|
|
25,084
|
|
|
||||
Total revenues
|
86,868
|
|
|
108,025
|
|
|
172,716
|
|
|
203,807
|
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales (exclusive of depreciation and amortization shown separately below):
|
|
|
|
|
|
|
|
|
||||||||
Product cost of sales
|
59,387
|
|
|
61,880
|
|
|
114,766
|
|
|
115,251
|
|
|
||||
Service cost of sales
|
4,399
|
|
|
6,848
|
|
|
13,753
|
|
|
12,732
|
|
|
||||
Loss (gain) from change in fair value of derivative warrants
|
300
|
|
|
(1
|
)
|
|
(583
|
)
|
|
1
|
|
|
||||
Selling, general and administrative
|
28,994
|
|
|
25,262
|
|
|
59,227
|
|
|
50,855
|
|
|
||||
Depreciation and amortization
|
13,402
|
|
|
14,920
|
|
|
26,288
|
|
|
29,881
|
|
|
||||
Total operating expenses
|
106,482
|
|
|
108,909
|
|
|
213,451
|
|
|
208,720
|
|
|
||||
Operating loss
|
(19,614
|
)
|
|
(884
|
)
|
|
(40,735
|
)
|
|
(4,913
|
)
|
|
||||
Gain from extinguishment of debt
|
—
|
|
|
10,120
|
|
|
—
|
|
|
26,043
|
|
|
||||
Interest expense, net
|
(9,973
|
)
|
|
(7,821
|
)
|
|
(19,868
|
)
|
|
(16,981
|
)
|
|
||||
Other income (expense), net
|
317
|
|
|
(147
|
)
|
|
864
|
|
|
103
|
|
|
||||
Income (loss) from equity method investments
|
(345
|
)
|
|
67
|
|
|
(549
|
)
|
|
(7
|
)
|
|
||||
Income (loss) before income taxes
|
(29,615
|
)
|
|
1,335
|
|
|
(60,288
|
)
|
|
4,245
|
|
|
||||
Income tax expense
|
(740
|
)
|
|
(432
|
)
|
|
(1,594
|
)
|
|
(813
|
)
|
|
||||
Net income (loss)
|
(30,355
|
)
|
|
903
|
|
|
(61,882
|
)
|
|
3,432
|
|
|
||||
Loss from noncontrolling interest
|
393
|
|
|
627
|
|
|
773
|
|
|
926
|
|
|
||||
Net income (loss) attributable to Clean Energy Fuels Corp.
|
$
|
(29,962
|
)
|
|
$
|
1,530
|
|
|
$
|
(61,109
|
)
|
|
$
|
4,358
|
|
|
Income (loss) per share attributable to Clean Energy Fuels Corp.:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.33
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.67
|
)
|
|
$
|
0.04
|
|
|
Diluted
|
$
|
(0.33
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.67
|
)
|
|
$
|
0.04
|
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
91,480,998
|
|
|
109,272,906
|
|
|
91,399,478
|
|
|
103,782,086
|
|
|
||||
Diluted
|
91,480,998
|
|
|
111,743,512
|
|
|
91,399,478
|
|
|
106,252,692
|
|
|
|
Clean Energy Fuels Corp.
|
|
Noncontrolling Interest
|
|
Total
|
||||||||||||||||||
|
Three Months Ended
June 30, |
|
Three Months Ended
June 30, |
|
Three Months Ended
June 30, |
||||||||||||||||||
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
||||||||||||
Net income (loss)
|
$
|
(29,962
|
)
|
|
$
|
1,530
|
|
|
$
|
(393
|
)
|
|
$
|
(627
|
)
|
|
$
|
(30,355
|
)
|
|
$
|
903
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments, net of $0 tax in 2015 and 2016
|
813
|
|
|
661
|
|
|
—
|
|
|
—
|
|
|
813
|
|
|
661
|
|
||||||
Foreign currency adjustments on intra-entity long-term investments, net of $0 tax in 2015 and 2016
|
535
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
535
|
|
|
2
|
|
||||||
Unrealized losses on available-for-sale securities, net of $0 tax in 2015 and 2016
|
(2
|
)
|
|
10
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
10
|
|
||||||
Total other comprehensive income (loss)
|
1,346
|
|
|
673
|
|
|
—
|
|
|
—
|
|
|
1,346
|
|
|
673
|
|
||||||
Comprehensive income (loss)
|
$
|
(28,616
|
)
|
|
$
|
2,203
|
|
|
$
|
(393
|
)
|
|
$
|
(627
|
)
|
|
$
|
(29,009
|
)
|
|
$
|
1,576
|
|
|
Clean Energy Fuels Corp.
|
|
Noncontrolling Interest
|
|
Total
|
||||||||||||||||||
|
Six Months Ended
June 30, |
|
Six Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
||||||||||||
Net income (loss)
|
$
|
(61,109
|
)
|
|
$
|
4,358
|
|
|
$
|
(773
|
)
|
|
$
|
(926
|
)
|
|
$
|
(61,882
|
)
|
|
$
|
3,432
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments, net of $0 tax in 2015 and 2016
|
(4,868
|
)
|
|
7,176
|
|
|
—
|
|
|
—
|
|
|
$
|
(4,868
|
)
|
|
$
|
7,176
|
|
||||
Foreign currency adjustments on intra-entity long-term investments, net of $0 tax in 2015 and 2016
|
(2,776
|
)
|
|
(633
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(2,776
|
)
|
|
$
|
(633
|
)
|
||||
Unrealized losses on available-for-sale securities, net of $0 tax in 2015 and 2016
|
14
|
|
|
77
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
77
|
|
||||||
Total other comprehensive income (loss)
|
(7,630
|
)
|
|
6,620
|
|
|
—
|
|
|
—
|
|
|
(7,630
|
)
|
|
6,620
|
|
||||||
Comprehensive income (loss)
|
$
|
(68,739
|
)
|
|
$
|
10,978
|
|
|
$
|
(773
|
)
|
|
$
|
(926
|
)
|
|
$
|
(69,512
|
)
|
|
$
|
10,052
|
|
|
Six Months Ended
June 30, |
||||||
|
2015
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
(61,882
|
)
|
|
$
|
3,432
|
|
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
26,288
|
|
|
29,881
|
|
||
Provision for doubtful accounts, notes and inventory
|
1,440
|
|
|
1,304
|
|
||
Stock-based compensation expense
|
5,353
|
|
|
4,456
|
|
||
Gain on extinguishment of debt
|
—
|
|
|
(26,043
|
)
|
||
Amortization of debt issuance cost
|
1,534
|
|
|
859
|
|
||
Accretion of notes payable
|
36
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts and other receivables
|
40,636
|
|
|
24,229
|
|
||
Inventory
|
3,293
|
|
|
263
|
|
||
Prepaid expenses and other assets
|
7,329
|
|
|
1,411
|
|
||
Accounts payable
|
(11,570
|
)
|
|
(2,648
|
)
|
||
Accrued expenses and other
|
(15,315
|
)
|
|
(9,532
|
)
|
||
Net cash provided by (used in) operating activities
|
(2,858
|
)
|
|
27,612
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of short-term investments
|
(71,739
|
)
|
|
(65,661
|
)
|
||
Maturities and sales of short-term investments
|
64,861
|
|
|
88,946
|
|
||
Purchases and deposits on property and equipment
|
(26,236
|
)
|
|
(11,589
|
)
|
||
Loans made to customers
|
(2,510
|
)
|
|
(1,710
|
)
|
||
Payments on and proceeds from sales of loans receivable
|
892
|
|
|
442
|
|
||
Restricted cash
|
1,543
|
|
|
(77
|
)
|
||
Capital from equity method investment
|
—
|
|
|
3,031
|
|
||
Net cash provided by (used in) investing activities
|
(33,189
|
)
|
|
13,382
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Issuances of common stock
|
599
|
|
|
52,429
|
|
||
Fees paid for at-the-market stock offering program
|
—
|
|
|
(721
|
)
|
||
Proceeds from debt instruments
|
6
|
|
|
938
|
|
||
Proceeds from revolving line of credit
|
24
|
|
|
50,008
|
|
||
Repayment of borrowing under revolving line of credit
|
(26
|
)
|
|
(5
|
)
|
||
Repayment of capital lease obligations and debt instruments
|
(2,509
|
)
|
|
(86,470
|
)
|
||
Net cash provided by (used in) financing activities
|
(1,906
|
)
|
|
16,179
|
|
||
Effect of exchange rates on cash and cash equivalents
|
(1,132
|
)
|
|
1,419
|
|
||
Net increase (decrease) in cash
|
(39,085
|
)
|
|
58,592
|
|
||
Cash and cash equivalents, beginning of period
|
92,381
|
|
|
43,724
|
|
||
Cash and cash equivalents, end of period
|
$
|
53,296
|
|
|
$
|
102,316
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Income taxes paid
|
$
|
497
|
|
|
$
|
854
|
|
Interest paid, net of approximately $534 and $270 capitalized, respectively
|
18,184
|
|
|
17,396
|
|
|
December 31,
2015 |
|
June 30,
2016 |
||||
Short-term restricted cash:
|
|
|
|
|
|
||
Standby letters of credit
|
$
|
1,631
|
|
|
$
|
1,753
|
|
Canton Bonds (see Note 10)
|
2,609
|
|
|
2,686
|
|
||
Total short-term restricted cash
|
$
|
4,240
|
|
|
$
|
4,439
|
|
|
Amortized Cost
|
|
Gross Unrealized
Losses
|
|
Estimated Fair
Value
|
||||||
Municipal bonds and notes
|
$
|
16,797
|
|
|
$
|
(7
|
)
|
|
$
|
16,790
|
|
Zero coupon bonds
|
500
|
|
|
(1
|
)
|
|
499
|
|
|||
Corporate bonds
|
37,181
|
|
|
(77
|
)
|
|
37,104
|
|
|||
Certificate of deposits
|
48,551
|
|
|
—
|
|
|
48,551
|
|
|||
Total short-term investments
|
$
|
103,029
|
|
|
$
|
(85
|
)
|
|
$
|
102,944
|
|
|
Amortized Cost
|
|
Gross Unrealized
Gains (Losses)
|
|
Estimated Fair
Value
|
||||||
Municipal bonds and notes
|
$
|
21,565
|
|
|
$
|
(4
|
)
|
|
$
|
21,561
|
|
Zero coupon bonds
|
429
|
|
|
—
|
|
|
429
|
|
|||
U.S. government agencies
|
5,000
|
|
|
1
|
|
|
5,001
|
|
|||
Corporate bonds
|
3,730
|
|
|
(5
|
)
|
|
3,725
|
|
|||
Certificate of deposits
|
48,648
|
|
|
—
|
|
|
48,648
|
|
|||
Total short-term investments
|
$
|
79,372
|
|
|
$
|
(8
|
)
|
|
$
|
79,364
|
|
|
December 31,
2015 |
|
June 30,
2016 |
||||
Loans to customers to finance vehicle purchases
|
$
|
10,531
|
|
|
$
|
8,990
|
|
Accrued customer billings
|
7,106
|
|
|
13,137
|
|
||
Fuel tax and carbon credits
|
40,730
|
|
|
6,039
|
|
||
Other
|
2,300
|
|
|
2,871
|
|
||
Total other receivables
|
$
|
60,667
|
|
|
$
|
31,037
|
|
|
December 31,
2015 |
|
June 30,
2016 |
||||
Raw materials and spare parts
|
$
|
25,113
|
|
|
$
|
26,016
|
|
Work in process
|
973
|
|
|
834
|
|
||
Finished goods
|
3,203
|
|
|
1,711
|
|
||
Total inventories
|
$
|
29,289
|
|
|
$
|
28,561
|
|
|
December 31,
2015 |
|
June 30,
2016 |
||||
Land
|
$
|
2,858
|
|
|
$
|
2,858
|
|
LNG liquefaction plants
|
94,634
|
|
|
94,634
|
|
||
RNG plants
|
46,397
|
|
|
46,430
|
|
||
Station equipment
|
316,258
|
|
|
327,469
|
|
||
Trailers
|
50,414
|
|
|
51,667
|
|
||
Other equipment
|
83,687
|
|
|
89,021
|
|
||
Construction in progress
|
139,586
|
|
|
127,527
|
|
||
|
733,834
|
|
|
739,606
|
|
||
Less: accumulated depreciation
|
(217,510
|
)
|
|
(243,815
|
)
|
||
Total land, property and equipment
|
$
|
516,324
|
|
|
$
|
495,791
|
|
|
December 31,
2015 |
|
June 30,
2016 |
||||
Accrued alternative fuel incentives (1)
|
$
|
15,651
|
|
|
$
|
12,370
|
|
Accrued employee benefits
|
3,042
|
|
|
3,424
|
|
||
Accrued interest
|
3,718
|
|
|
2,789
|
|
||
Accrued gas and equipment purchases
|
14,133
|
|
|
11,032
|
|
||
Accrued property and other taxes
|
5,344
|
|
|
4,838
|
|
||
Salaries and wages
|
9,537
|
|
|
7,736
|
|
||
Other
|
7,657
|
|
|
7,789
|
|
||
Total accrued liabilities
|
$
|
59,082
|
|
|
$
|
49,978
|
|
|
December 31,
2015 |
||||||||||
|
Principal Balances
|
|
Unamortized Debt Financing Costs
|
|
Balance, Net of Financing Costs
|
||||||
7.5% Notes(1)
|
$
|
150,000
|
|
|
$
|
399
|
|
|
$
|
149,601
|
|
SLG Notes
|
145,000
|
|
|
38
|
|
|
144,962
|
|
|||
5.25% Notes
|
250,000
|
|
|
3,985
|
|
|
246,015
|
|
|||
Canton Bonds
|
10,910
|
|
|
514
|
|
|
10,396
|
|
|||
Capital lease obligations
|
6,448
|
|
|
—
|
|
|
6,448
|
|
|||
Other debt
|
10,056
|
|
|
328
|
|
|
9,728
|
|
|||
Total debt and capital lease obligations
|
572,414
|
|
|
5,264
|
|
|
567,150
|
|
|||
Less amounts due within one year
|
(150,129
|
)
|
|
(273
|
)
|
|
(149,856
|
)
|
|||
Total long-term debt and capital lease obligations
|
$
|
422,285
|
|
|
$
|
4,991
|
|
|
$
|
417,294
|
|
|
June 30,
2016 |
||||||||||
|
Principal Balances
|
|
Unamortized Debt Financing Costs
|
|
Balance Net of Financing Costs
|
||||||
7.5% Notes(1)
|
$
|
150,000
|
|
|
$
|
335
|
|
|
$
|
149,665
|
|
SLG Notes
|
85,000
|
|
|
7
|
|
|
84,993
|
|
|||
5.25% Notes
|
181,000
|
|
|
2,326
|
|
|
178,674
|
|
|||
PlainsCapital Bank Credit Facility
|
50,000
|
|
|
—
|
|
|
50,000
|
|
|||
Canton Bonds
|
10,219
|
|
|
446
|
|
|
9,773
|
|
|||
Capital lease obligations
|
6,231
|
|
|
—
|
|
|
6,231
|
|
|||
Other debt
|
9,636
|
|
|
183
|
|
|
9,453
|
|
|||
Total debt and capital lease obligations
|
492,086
|
|
|
3,297
|
|
|
488,789
|
|
|||
Less amounts due within one year
|
(139,620
|
)
|
|
(192
|
)
|
|
(139,428
|
)
|
|||
Total long-term debt and capital lease obligations
|
$
|
352,466
|
|
|
$
|
3,105
|
|
|
$
|
349,361
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
|
||||||||
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
||||
Weighted-average common shares outstanding - basic
|
91,480,998
|
|
|
109,272,906
|
|
|
91,399,478
|
|
|
103,782,086
|
|
|
Dilutive effect of potential common shares from restricted stock units (1)
|
—
|
|
|
2,470,606
|
|
|
—
|
|
|
2,470,606
|
|
|
Weighted-average common shares outstanding - diluted
|
91,480,998
|
|
|
111,743,512
|
|
|
91,399,478
|
|
|
106,252,692
|
|
|
|
Six Months Ended June 30,
|
||||
|
2015
|
|
2016
|
||
Options
|
10,782,668
|
|
|
11,668,893
|
|
Warrants
|
6,130,682
|
|
|
—
|
|
Convertible Notes
|
35,185,979
|
|
|
26,762,902
|
|
Restricted Stock Units
|
2,972,252
|
|
|
2,470,606
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
|
||||||||||||
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
||||||||
Stock-based compensation expense, net of $0 tax in 2015 and 2016
|
$
|
2,663
|
|
|
$
|
2,037
|
|
|
$
|
5,353
|
|
|
$
|
4,456
|
|
|
Description
|
|
Balance at
December 31, 2015 |
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities(1):
|
|
|
|
|
|
|
|
|
||||||||
Certificate of deposits
|
|
$
|
48,551
|
|
|
$
|
—
|
|
|
$
|
48,551
|
|
|
$
|
—
|
|
Municipal bonds and notes
|
|
16,790
|
|
|
—
|
|
|
16,790
|
|
|
—
|
|
||||
Zero coupon bonds
|
|
499
|
|
|
—
|
|
|
499
|
|
|
—
|
|
||||
Corporate bonds
|
|
37,104
|
|
|
—
|
|
|
37,104
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Warrants(2)
|
|
632
|
|
|
—
|
|
|
—
|
|
|
632
|
|
Description
|
|
Balance at
June 30, 2016 |
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities(1):
|
|
|
|
|
|
|
|
|
||||||||
Certificate of deposits
|
|
$
|
48,648
|
|
|
$
|
—
|
|
|
$
|
48,648
|
|
|
$
|
—
|
|
Municipal bonds and notes
|
|
21,561
|
|
|
—
|
|
|
21,561
|
|
|
—
|
|
||||
Zero coupon bonds
|
|
429
|
|
|
—
|
|
|
429
|
|
|
—
|
|
||||
U.S government agencies
|
|
5,001
|
|
|
|
|
5,001
|
|
|
|
||||||
Corporate bonds
|
|
3,725
|
|
|
—
|
|
|
3,725
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Warrants(2)
|
|
604
|
|
|
—
|
|
|
—
|
|
|
604
|
|
|
•
|
In May 2016, the FASB issued ASU No. 2016-12,
Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients.
This update clarifies the objectives of collectability, sales and other taxes, non-cash consideration, contract modifications at transition, completed contracts at transition and technical correction.
|
•
|
In April 2016, the FASB issued ASU No. 2016-10,
Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing.
This update clarifies how an entity identifies performance obligations related to customer contracts as well as helps to improve the operability and understanding of the licensing implementation guidance.
|
•
|
In August 2015, the FASB issued ASU No. 2015-14,
Revenue from Contracts with Customers, Deferral of the Effective Date
, which defers the new revenue guidance to be effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period, which for the Company is the first
|
Revenue (in millions)
|
|
Three Months
Ended June 30, 2015 |
|
Three Months
Ended June 30, 2016 |
|
Six Months
Ended June 30, 2015 |
|
Six Months
Ended June 30, 2016 |
||||||||
Volume Related
|
|
$
|
63.2
|
|
|
$
|
71.6
|
|
|
$
|
127.8
|
|
|
$
|
139.5
|
|
Compressor Sales
|
|
13.7
|
|
|
8.8
|
|
|
28.5
|
|
|
17.1
|
|
||||
Station Construction Sales
|
|
9.6
|
|
|
21.1
|
|
|
16
|
|
|
34.3
|
|
||||
VETC
|
|
—
|
|
|
6.5
|
|
|
—
|
|
|
12.9
|
|
||||
Other
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
||||
Total
|
|
$
|
86.9
|
|
|
$
|
108.0
|
|
|
$
|
172.7
|
|
|
$
|
203.8
|
|
Gasoline gallon equivalents
delivered (in millions)
|
|
Year Ended
December 31,
2013
|
|
Year Ended
December 31,
2014
|
|
Year Ended
December 31,
2015
|
|
Three Months
Ended June 30, 2015 |
|
Three Months
Ended June 30, 2016 |
|
Six Months
Ended June 30, 2015 |
|
Six Months
Ended June 30, 2016 |
|||||||
CNG (1)
|
|
143.9
|
|
|
182.6
|
|
|
229.2
|
|
|
54.9
|
|
|
63.9
|
|
|
107.3
|
|
|
125.0
|
|
RNG (2)
|
|
10.5
|
|
|
12.2
|
|
|
8.8
|
|
|
1.9
|
|
|
0.6
|
|
|
6.4
|
|
|
1.6
|
|
LNG
|
|
60.0
|
|
|
70.3
|
|
|
70.5
|
|
|
17.6
|
|
|
18.4
|
|
|
35.8
|
|
|
33.8
|
|
Total
|
|
214.4
|
|
|
265.1
|
|
|
308.5
|
|
|
74.4
|
|
|
82.9
|
|
|
149.5
|
|
|
160.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gasoline gallon equivalents
delivered (in millions)
|
|
Year Ended
December 31,
2013
|
|
Year Ended
December 31,
2014
|
|
Year Ended
December 31,
2015
|
|
Three Months
Ended June 30, 2015 |
|
Three Months
Ended June 30, 2016 |
|
Six Months
Ended June 30, 2015 |
|
Six Months
Ended June 30, 2016 |
|||||||
O&M
|
|
108.7
|
|
|
137.3
|
|
|
159.3
|
|
|
39.5
|
|
|
44.4
|
|
|
77.2
|
|
|
84.7
|
|
Fuel (1)
|
|
86.4
|
|
|
108.2
|
|
|
130.1
|
|
|
29.3
|
|
|
32.6
|
|
|
61.6
|
|
|
64.5
|
|
Fuel and O&M (3)
|
|
19.3
|
|
|
19.6
|
|
|
19.1
|
|
|
5.6
|
|
|
5.9
|
|
|
10.7
|
|
|
11.2
|
|
Total
|
|
214.4
|
|
|
265.1
|
|
|
308.5
|
|
|
74.4
|
|
|
82.9
|
|
|
149.5
|
|
|
160.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Operating data (in thousands)
|
|
Year Ended
December 31,
2013
|
|
Year Ended
December 31,
2014
|
|
Year Ended
December 31,
2015
|
|
Three Months
Ended June 30, 2015 |
|
Three Months
Ended June 30, 2016 |
|
Six Months
Ended June 30, 2015 |
|
Six Months
Ended June 30, 2016 |
||||||||||||||
Gross margin
|
|
$
|
127,713
|
|
|
$
|
120,153
|
|
|
$
|
125,835
|
|
|
23,082
|
|
|
39,297
|
|
|
44,197
|
|
|
75,824
|
|
||||
Net income (loss) attributable to Clean Energy Fuels. Corp (4)
|
|
$
|
(66,968
|
)
|
|
$
|
(89,659
|
)
|
|
$
|
(134,242
|
)
|
|
$
|
(29,962
|
)
|
|
$
|
1,530
|
|
|
$
|
(61,109
|
)
|
|
$
|
4,358
|
|
|
(3)
|
Represents gasoline gallon equivalents at stations where we provide both fuel and O&M services.
|
(4)
|
Includes the following amounts of VETC revenue: $45.4 million, $28.4 million, $31.0 million for the years ended December 31, 2013, 2014, 2015, respectively;
$0.0 million
and
$6.5
million for the three months ended
June 30,
2015 and 2016, respectively and
$0.0 million
and
$12.9
million for the
six
months ended
June 30,
2015 and 2016, respectively. See the discussion under “Operations—VETC” below.
|
•
|
Revenue recognition;
|
•
|
Impairment of goodwill and long-lived assets;
|
•
|
Income taxes; and
|
•
|
Fair value estimates
|
|
Three Months Ended June 30,
|
|
||||
|
2015
|
|
2016
|
|
||
Statement of Operations Data:
|
|
|
|
|
|
|
Revenue:
|
|
|
|
|
|
|
Product revenues
|
87.2
|
%
|
|
87.7
|
%
|
|
Service revenues
|
12.8
|
|
|
12.3
|
|
|
Total revenues
|
100.0
|
|
|
100.0
|
|
|
Operating expenses:
|
|
|
|
|
|
|
Cost of sales (exclusive of depreciation and amortization shown separately below):
|
|
|
|
|
|
|
Product cost of sales
|
68.4
|
|
|
57.3
|
|
|
Service cost of sales
|
5.1
|
|
|
6.3
|
|
|
Loss (gain) from change in fair value of derivative warrants
|
0.3
|
|
|
0.0
|
|
|
Selling, general and administrative
|
33.4
|
|
|
23.4
|
|
|
Depreciation and amortization
|
15.4
|
|
|
13.8
|
|
|
Total operating expenses
|
122.6
|
|
|
100.8
|
|
|
Operating loss
|
(22.6
|
)
|
|
(0.8
|
)
|
|
Gain from extinguishment of debt
|
—
|
|
|
9.4
|
|
|
Interest expense, net
|
(11.5
|
)
|
|
(7.2
|
)
|
|
Other income (expense), net
|
0.4
|
|
|
(0.1
|
)
|
|
Income (loss) from equity method investments
|
(0.4
|
)
|
|
0.1
|
|
|
Income (loss) before income taxes
|
(34.1
|
)
|
|
1.4
|
|
|
Income tax expense
|
(0.9
|
)
|
|
(0.4
|
)
|
|
Net income (loss)
|
(34.9
|
)
|
|
1.0
|
|
|
Loss from noncontrolling interest
|
0.5
|
|
|
0.6
|
|
|
Net income (loss) attributable to Clean Energy Fuels Corp.
|
(34.5
|
)%
|
|
1.6
|
%
|
|
|
Six Months Ended June 30,
|
|
||||
|
2015
|
|
2016
|
|
||
Statement of Operations Data:
|
|
|
|
|
|
|
Revenue:
|
|
|
|
|
|
|
Product revenues
|
84.0
|
%
|
|
87.7
|
%
|
|
Service revenues
|
16.0
|
|
|
12.3
|
|
|
Total revenues
|
100.0
|
|
|
100.0
|
|
|
Operating expenses:
|
|
|
|
|
|
|
Cost of sales (exclusive of depreciation and amortization shown separately below):
|
|
|
|
|
|
|
Product cost of sales
|
66.4
|
|
|
56.5
|
|
|
Service cost of sales
|
8.0
|
|
|
6.2
|
|
|
Loss (gain) from change in fair value of derivative warrants
|
(0.3
|
)
|
|
0.0
|
|
|
Selling, general and administrative
|
34.3
|
|
|
25.0
|
|
|
Depreciation and amortization
|
15.2
|
|
|
14.7
|
|
|
Total operating expenses
|
123.6
|
|
|
102.4
|
|
|
Operating loss
|
(23.6
|
)
|
|
(2.4
|
)
|
|
Gain from extinguishment of debt
|
—
|
|
|
12.8
|
|
|
Interest expense, net
|
(11.5
|
)
|
|
(8.3
|
)
|
|
Other income (expense), net
|
0.5
|
|
|
0.1
|
|
|
Income (loss) from equity method investments
|
(0.3
|
)
|
|
0.0
|
|
|
Income (loss) before income taxes
|
(34.9
|
)
|
|
2.2
|
|
|
Income tax expense
|
(0.9
|
)
|
|
(0.4
|
)
|
|
Net income (loss)
|
(35.8
|
)
|
|
1.8
|
|
|
Loss from noncontrolling interest
|
0.4
|
|
|
0.5
|
|
|
Net income (loss) attributable to Clean Energy Fuels Corp.
|
(35.4
|
)%
|
|
2.3
|
%
|
|
•
|
Outstanding surety bonds for construction contracts and general corporate purposes totaling
$52.3 million
;
|
•
|
Two
long-term take-or-pay contracts for the purchase of natural gas; and
|
•
|
Operating leases where we are the lessee.
|
•
|
Increases, decreases or volatility in the price of oil, gasoline, diesel and natural gas;
|
•
|
The availability and price of natural gas compared to gasoline, diesel and other vehicle fuels;
|
•
|
Natural gas vehicle cost, availability, quality, safety, design and performance, all relative to other vehicles;
|
•
|
Improvements in the efficiency, fuel economy or greenhouse gas emissions of engines for gasoline, diesel and alternative vehicles;
|
•
|
The entry or exit of engine manufacturers into or from the market;
|
•
|
Perceptions about greenhouse gas emissions (also known as “fugitive methane emissions”) from natural gas production and transportation methods, natural gas fueling stations and natural gas vehicles;
|
•
|
The availability and acceptance of other alternative fuels and alternative vehicles;
|
•
|
The existence of government programs, policies, regulations or incentives, including tax credits, promoting natural gas and other alternative fuels and alternative vehicles;
|
•
|
Access to natural gas fueling stations and the convenience and cost to fuel a natural gas vehicle;
|
•
|
The availability of service for natural gas vehicles;
|
•
|
The environmental consciousness of fleets and consumers; and
|
•
|
The other risks discussed in these risk factors.
|
•
|
Most of our ANGH stations were initially built to provide LNG, which costs more than CNG on an energy equivalent basis. We have been spending, and expect to continue to spend, additional capital to add CNG fueling capability to many of our ANGH stations, and we may not have sufficient capital in the future for that purpose;
|
•
|
Our ANGH stations may experience mechanical or operational difficulties, which could require significant costs to repair and could reduce customer confidence in our stations;
|
•
|
Truck and vehicle operators may not fuel at our stations due to lack of access or convenience, fuel prices or numerous other factors;
|
•
|
We have no influence over the development, production, cost or availability of natural gas trucks powered by engines that are well-suited for the U.S. heavy-duty truck market. At
June 30, 2016
, Cummins Westport was the principal natural gas engine manufacturer for the medium- and heavy-duty market, and we have no control over whether and the extent to which Cummins Westport will remain in the natural gas engine business or whether other manufacturers will enter the natural gas engine business;
|
•
|
Operators may not adopt heavy-duty natural gas trucks due to cost, actual or perceived performance issues, or other factors that are outside of our control. To date, adoption and deployment of natural gas trucks have been slower and more limited than we anticipated;
|
•
|
We may not be able to obtain acceptable margins on fuel sales at ANGH stations; and
|
•
|
At
June 30, 2016
, we had
40
completed ANGH stations that were not open for fueling operations. We expect to open such stations when we have sufficient customers to fuel at the locations, but we do not know when this will occur. If we do not open the stations, we will continue to have substantial investments in assets that do not produce revenues equal to or greater than their costs.
|
•
|
Failure to comply with the United States Foreign Corrupt Practices Act and other applicable anti-bribery laws;
|
•
|
Political unrest, terrorism, war, natural disasters and economic and financial instability;
|
•
|
Low prices for locally produced oil, gasoline or diesel;
|
•
|
Changes in environmental and other regulatory requirements and uncertainty related to developing legal and regulatory systems and standards for economic and business activities, real property ownership and application of contract rights;
|
•
|
Trade restrictions and import-export regulations;
|
•
|
Difficulties enforcing agreements and collecting receivables;
|
•
|
Difficulties complying with the laws and regulations of multiple jurisdictions;
|
•
|
Difficulties ensuring that health, safety, environmental and other working conditions are properly implemented and/or maintained by local offices;
|
•
|
Differing employment practices and/or labor issues, including wage inflation, labor unrest and unionization policies;
|
•
|
Limited intellectual property protection;
|
•
|
Longer payment cycles by international customers;
|
•
|
Inadequate local infrastructure and disruptions of service from utilities or telecommunications providers, including electricity shortages; and
|
•
|
Potentially adverse tax consequences.
|
•
|
Difficulties integrating the technologies, operations, existing contracts and personnel of an acquired company or partner;
|
•
|
Difficulties supporting and transitioning vendors, if any, of an acquired company or partner;
|
•
|
Diversion of financial and management resources from existing operations or alternative acquisition or investment opportunities;
|
•
|
Failure to realize the anticipated benefits or synergies of a transaction or relationship;
|
•
|
Failure to identify all of the problems, liabilities, shortcomings or challenges of a company or technology we may partner with, invest in or acquire, including issues related to intellectual property rights, regulatory compliance practices, revenue recognition or other accounting practices or employee or customer relationships;
|
•
|
Risks of entering new markets in which we may have limited or no experience;
|
•
|
Potential loss of key employees, customers and vendors from an acquired company’s or partner’s business;
|
•
|
Inability to generate sufficient revenue to offset acquisition, investment or other related costs;
|
•
|
Additional costs or incurrence of debt or equity dilution associated with funding the acquisition, investment or other relationship; and
|
•
|
Possible write-offs or impairment charges relating to the businesses we partner with, invest in or acquire.
|
•
|
Volatility in the supply, demand, use and price of crude oil, natural gas and alternative fuels, including biodiesel, ethanol, electricity and hydrogen;
|
•
|
Expected adoption of and growth of the market for natural gas as a vehicle fuel and our ability to capture a substantial share of and enhance our leadership position within this market, when and if it expands;
|
•
|
Development, commercial availability and adoption of new natural gas engines for the U.S. heavy-duty truck market;
|
•
|
Current and potential competitors who have substantially greater financial, marketing and other resources than we have.
|
•
|
Successful implementation of our business plans, including, without limitation, our ANGH initiative and our goal to fuel a substantial number of natural gas heavy-duty trucks;
|
•
|
We have experienced, and may continue to experience difficulties producing RNG, and our RNG business may not be successful;
|
•
|
Investor perception of our industry or our prospects;
|
•
|
Fluctuations in our operating results;
|
•
|
Changes in our key personnel;
|
•
|
A significant number of established businesses, including oil and gas companies, alternative vehicle and alternative fuel companies, refuse collectors, natural gas utilities and their affiliates and other organizations, have entered or are planning to enter the market for natural gas and other alternatives for use as vehicle fuels;
|
•
|
Other competitive developments, including advancements in conventional fuels and other alternative vehicle fuels and technologies, such as improvements in the efficiency, fuel economy or greenhouse gas emissions of engines for conventional and alternative fuel vehicles;
|
•
|
Changes to emissions requirements on traditional gasoline and diesel powered vehicles, as well as on LNG and CNG production, fueling stations and fuel sales, and the impact of environmental regulations and pressures on oil and natural gas supply;
|
•
|
Changes to the availability or impact of federal tax attributes, credits and incentives on our business;
|
•
|
Changes in general economic and market conditions.
|
•
|
Sales of our common stock by us, our officers or directors or significant stockholders; and
|
•
|
A decline in the trading volume of our common stock; and
|
|
CLEAN ENERGY FUELS CORP.
|
|
|
|
|
Date: August 9, 2016
|
By:
|
/s/ ROBERT M. VREELAND
|
|
|
Robert M. Vreeland
|
|
|
Chief Financial Officer
(Principal financial officer and duly authorized to sign on behalf of the registrant)
|
|
|
Description
|
|
|
|
10.114+
|
|
Clean Energy Fuels Corp. 2016 Performance Incentive Plan, filed as Exhibit 10.114 to the Registrant’s Current Report on Form 8-K filed on May 27, 2016.
|
|
|
|
10.115
|
|
Form of 7.5% Notes Exchange Agreement, filed as Exhibit 10.115 to Registrant’s Current Report on Form 8-K filed on July 15, 2016.
|
|
|
|
10.116*
|
|
Form of 5.25% Notes Exchange Agreement.
|
|
|
|
10.117+*
|
|
Clean Energy Fuels Corp. 2016 Performance Incentive Plan - Form of Notice of Stock Option Grant and Terms and Conditions of Nonqualified Stock Option.
|
|
|
|
10.118+*
|
|
Clean Energy Fuels Corp. 2016 Performance Incentive Plan - Form of Notice of Stock Unit Award and Terms and Conditions of Stock Unit Award.
|
|
|
|
31.1*
|
|
Certification of Andrew J. Littlefair, President and Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2*
|
|
Certification of Robert M. Vreeland, Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1**
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Andrew J. Littlefair, President and Chief Executive Officer, and Robert M. Vreeland, Chief Financial Officer.
|
|
|
|
101*
|
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, formatted in XBRL (eXtensible Business Reporting Language):
|
|
|
|
|
|
(i) Condensed Consolidated Balance Sheets at December 31, 2015 and June 30, 2016;
|
|
|
(ii) Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2015 and 2016;
|
|
|
(iii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2015 and 2016;
|
|
|
(iv) Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2015 and 2016; and
|
|
|
(v) Notes to Condensed Consolidated Financial Statements.
|
(i)
|
Such Holder: (A) is the sole legal and beneficial owner of the Notes; and (B) owned the Notes prior to the commencement of any discussions with the Company or any of its advisors or agents regarding the Exchange.
|
(ii)
|
The Notes being transferred hereunder are free and clear of any liens, charges or encumbrances and upon completion of the Exchange, such Holder will convey to the Company good title to the Notes free and clear of all liens, charges and encumbrances.
|
(iii)
|
Neither such Holder nor anyone acting on such Holder’s behalf has received or paid or will receive or pay any commission or remuneration directly or indirectly in connection with or in order to solicit or facilitate the Exchange, and neither such Holder nor anyone acting on such Holder’s behalf has paid or will pay any consideration in connection with the Exchange other than the Notes being exchanged.
|
(iv)
|
Such Holder acknowledges that the transaction contemplated hereby is intended to be exempt from registration by virtue of Section 3(a)(9) of the Securities Act of 1933, as amended (the “
Securities Act
”). The Holder knows of no reason why such exemption is not available.
|
(v)
|
Such Holder has sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in, and to make an informed investment decision with respect to, the Exchange, and such Holder acknowledges that: (A) the Company makes no representation regarding the value of the Notes or the Common Stock; and (B) such Holder has independently and without reliance upon the Company made its own analysis and decision to enter into the Exchange and exchange Notes on the terms set forth herein.
|
(vi)
|
Such Holder has had such opportunity as it has deemed adequate to obtain from representatives of the Company such information as is necessary to permit such Holder to evaluate the merits and risks of the transaction contemplated.
|
(vii)
|
Such Holder represents that: (A) it has all of the power and authority necessary to enter into this transaction and to consummate the transaction contemplated hereunder; (B) it has taken all action as may be necessary to authorize the execution and delivery of this agreement and the consummation of the transaction contemplated by this agreement and the performance of its obligations hereunder; (C) this agreement is an obligation enforceable against such Holder in accordance with its terms, except that such enforcement may be subject to (x) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally; and (y) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity; and (D) neither the execution and delivery hereof or the performance of its obligations hereunder will violate or contravene any applicable requirements of law or any of its governing documents.
|
(viii)
|
Such Holder is not an affiliate of the Company and has not been an affiliate of the Company for at least the three preceding months. Immediately after the consummation of the transactions contemplated herein, the Holder will not beneficially own more than 19.99% of the Company’s issued and outstanding Common Stock, based on 100,432,328 shares of Common Stock outstanding as of April 4, 2016.
|
a.
|
Assuming the accuracy of each Holder’s representations herein, any shares of Common Stock issued in the Exchange will not be “restricted securities” within the meaning of the Securities Act, will be validly issued, fully-paid and non-assessable and will be freely transferable by each such Holder. The shares of Common Stock issued hereunder will not bear a restrictive legend under the Securities Act, will be free of any restrictive legend or other restrictions on resale by such Holder, will be issued in book-entry form, will be represented by permanent global certificates deposited with, or on behalf of, The Depositary Trust Company represented by an unrestricted CUSIP, and will not be issued in violation of any applicable state and federal laws concerning the issuance thereof. At each Partial Settlement Date and the Closing, the Holders’ shares of Common Stock delivered at such time will be listed on the NASDAQ Global Select Market.
|
b.
|
The transaction contemplated hereby is exempt from registration by virtue of Section 3(a)(9) of the Securities Act. The Company knows of no reason why such exemption is not available.
|
c.
|
Each of the reports required to be filed by the Company under Section 13(a) of the Securities Exchange Act of 1934, as amended, has been filed, and such reports do not contain any untrue statement of a material fact and do not omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading.
|
d.
|
Prior to the opening of trading on the business day following the date of this agreement, the Company shall issue a publicly available press release or file with the Securities and Exchange Commission a current report on Form 8-K disclosing the material terms of the Exchange (to the extent not previously publicly disclosed). For the avoidance of doubt, such disclosure will not include the names of or other information on the Holders or their affiliates.
|
e.
|
The Company represents that: (A) it has all of the power and authority necessary to enter into this transaction and to consummate the transaction contemplated hereunder; (B) it has taken all action as may be necessary to authorize the execution and delivery of this agreement and the consummation of the transaction contemplated by this agreement and the performance of its obligations hereunder; (C) this agreement is an obligation enforceable in accordance with its terms, except that such enforcement may be subject to: (x) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally; and (y) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity; and (D) neither the execution and delivery hereof or the performance of its obligations hereunder will violate or contravene any applicable requirements of law or any of its governing documents or material agreements.
|
Vesting Completion Date:
|
|
|
|
|
|
Vesting Schedule:
|
|
[
This Option will become vested and exercisable as to 34% of the total number of shares of Common Stock subject to the Option on [________________] (the “
Vesting Date
”), subject to continued employment or service through such vesting date. The remaining 66% of the total number of shares of Common Stock subject to the Option will become vested and exercisable in two equal annual installments on the first two anniversaries of the Vesting Date, subject to continued employment or service through each such vesting date.
Notwithstanding the foregoing, in the event of a Change in Control prior to the Vesting Completion Date where any portion of the Option is substituted, assumed, exchanged or otherwise continued in the transaction, the unvested portion of the Option will become fully vested and exercisable immediately upon the first to occur of (i) the Grantee’s termination of employment or services by the Corporation, the successor entity or any Subsidiary without Cause within twelve (12) months after the Change in Control and (ii) the Grantee terminating his or her service to the Corporation, the successor entity or any Subsidiary for Good Reason within twelve (12) months after the Change in Control.
“
Change in Control
” means (1) Any “person” (as defined or referred to in Section 3(a)(9) and/or 13(d)(1), et seq. of the Securities Exchange Act of 1934, as amended, and the associated rules of the Securities and Exchange Commission promulgated thereunder), other than an existing shareholder of the Corporation as of January 1, 2006, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Corporation representing forty percent (40%) or more of the combined voting power of the Corporation’s then outstanding securities, or (2) a merger or consolidation of the Corporation in which its voting securities immediately prior to the merger or consolidation do not represent, or are not converted into securities that represent, a majority of the combined voting power of all voting securities of the surviving entity immediately after the merger or consolidation, or (3) a sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Corporation or a liquidation or dissolution of the Corporation, or (4) individuals who, as of the Grant Date, constitute the Board (the “
Incumbent Board
”) cease for any reason to constitute at least a majority of the Board; provided that, other than in connection with an actual or threatened proxy contest, any individual who becomes a director subsequent to the Grant Date, whose election, or nomination for election by the stockholders of the Corporation, was approved by the vote of at least a majority of the directors then in office shall be deemed a member of the Incumbent Board.
|
|
|
“
Cause
” means, with respect to the Grantee’s Termination of Service by the Corporation, the successor entity or any Subsidiary, that such termination is for “Cause” as such term (or word of like import) is expressly defined in a then-effective written agreement between the Grantee and the Corporation, the successor entity or any Subsidiary, or in the absence of such then-effective written agreement and definition, is based on, in the determination of the Administrator, the Grantee’s: (i) performance of any act or failure to perform any act in bad faith and to the detriment of the Corporation, the successor entity or any Subsidiary; (ii) dishonesty, intentional misconduct or material breach of any agreement with the Corporation, the successor entity or any Subsidiary; or (iii) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person; provided, however, that with regard to any agreement that defines “Cause” on the occurrence of or in connection with a Change in Control, such definition of “Cause” shall not apply until a Change in Control actually occurs.
“
Good Reason
” means, with respect to the Grantee’s Termination of Service by the Grantee, that such termination is for “Good Reason” as such term (or words of like import) is used in a then-effective written agreement between the Grantee and the Corporation, the successor entity or any Subsidiary, or in the absence of such then-effective written agreement and definition, is based on a material diminution of either the Grantee’s duties or base annual salary.
“
Termination of Service
” means the Grantee ceases to be employed by or ceases to provide services to the Corporation, the successor entity or any Subsidiary.
]
|
_______________________________________
|
|
_____________________
|
CLEAN ENERGY FUELS CORP.
|
|
Date
|
________________________________________
|
|
______________________
|
[
Grantee Name
]
|
|
Date
|
1.
|
General
.
|
2.
|
Vesting; Limits on Exercise; Incentive Stock Option Status
.
|
•
|
Cumulative Exercisability
. To the extent that the Option is vested and exercisable, the Grantee has the right to exercise the Option (to the extent not previously exercised), and such right shall continue, until the expiration or earlier termination of the Option.
|
•
|
No Fractional Shares
. Fractional share interests shall be disregarded, but may be cumulated.
|
•
|
Minimum Exercise
. No fewer than 100 shares of Common Stock (subject to adjustment under Section 7.1 of the Plan) may be purchased at any one time, unless the number purchased is the total number at the time exercisable under the Option.
|
•
|
Nonqualified Stock Option
. The Option is a nonqualified stock option and is not, and shall not be, an incentive stock option within the meaning of Section 422 of the Code.
|
3.
|
Continuance of Employment/Service Required; No Employment/Service Commitment
.
|
4.
|
Method of Exercise of Option
.
|
•
|
a written or approved electronic notice stating the number of shares of Common Stock to be purchased pursuant to the Option or by the completion of such other administrative exercise procedures as the Administrator may require from time to time;
|
•
|
payment in full for the Exercise Price of the shares to be purchased in cash, check or by electronic funds transfer to the Corporation;
|
•
|
any written statements or agreements required pursuant to Section 8.1 of the Plan; and
|
•
|
satisfaction of the tax withholding provisions of Section 8.5 of the Plan.
|
•
|
notice and third party payment in such manner as may be authorized by the Administrator;
|
•
|
in shares of Common Stock already owned by the Grantee, valued at their fair market value (as determined under the Plan) on the exercise date;
|
•
|
a reduction in the number of shares of Common Stock otherwise deliverable to the Grantee (valued at their fair market value on the exercise date, as determined under the Plan) pursuant to the exercise of the Option; or
|
•
|
a “cashless exercise” with a third party who provides simultaneous financing for the purposes of (or who otherwise facilitates) the exercise of the Option.
|
5.
|
Early Termination of Option
.
|
•
|
other than as expressly provided below in this Section 5.3, (a) the Grantee will have until the date that is 3 months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month period;
|
•
|
if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period;
|
•
|
if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined in the Grant Notice), the Option (whether vested or not) shall terminate on the Severance Date.
|
6.
|
Non-Transferability
.
|
7.
|
Notices
.
|
8.
|
Plan
.
|
9.
|
Entire Agreement
.
|
10.
|
Governing Law
.
|
11.
|
Effect of this Agreement
.
|
12.
|
Counterparts
.
|
13.
|
Section Headings
.
|
14.
|
Clawback Policy
.
|
15.
|
No Advice Regarding Grant
.
|
Vesting Completion Date:
|
|
|
|
|
|
Vesting Schedule:
|
|
[
This Option will become vested and exercisable as to 34% of the total number of shares of Common Stock subject to the Option on [________________] (the “
Vesting Date
”), subject to continued employment or service through such vesting date. The remaining 66% of the total number of shares of Common Stock subject to the Option will become vested and exercisable in two equal annual installments on the first two anniversaries of the Vesting Date, subject to continued employment or service through each such vesting date.
]
|
_______________________________________
|
|
_____________________
|
CLEAN ENERGY FUELS CORP.
|
|
Date
|
________________________________________
|
|
______________________
|
[
Grantee Name
]
|
|
Date
|
1.
|
General
.
|
2.
|
Vesting; Limits on Exercise; Incentive Stock Option Status
.
|
•
|
Cumulative Exercisability
. To the extent that the Option is vested and exercisable, the Grantee has the right to exercise the Option (to the extent not previously exercised), and such right shall continue, until the expiration or earlier termination of the Option.
|
•
|
No Fractional Shares
. Fractional share interests shall be disregarded, but may be cumulated.
|
•
|
Minimum Exercise
. No fewer than 100 shares of Common Stock (subject to adjustment under Section 7.1 of the Plan) may be purchased at any one time, unless the number purchased is the total number at the time exercisable under the Option.
|
•
|
Nonqualified Stock Option
. The Option is a nonqualified stock option and is not, and shall not be, an incentive stock option within the meaning of Section 422 of the Code.
|
3.
|
Continuance of Employment/Service Required; No Employment/Service Commitment
.
|
4.
|
Method of Exercise of Option
.
|
•
|
a written or approved electronic notice stating the number of shares of Common Stock to be purchased pursuant to the Option or by the completion of such other administrative exercise procedures as the Administrator may require from time to time;
|
•
|
payment in full for the Exercise Price of the shares to be purchased in cash, check or by electronic funds transfer to the Corporation;
|
•
|
any written statements or agreements required pursuant to Section 8.1 of the Plan; and
|
•
|
satisfaction of the tax withholding provisions of Section 8.5 of the Plan.
|
•
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notice and third party payment in such manner as may be authorized by the Administrator;
|
•
|
in shares of Common Stock already owned by the Grantee, valued at their fair market value (as determined under the Plan) on the exercise date;
|
•
|
a reduction in the number of shares of Common Stock otherwise deliverable to the Grantee (valued at their fair market value on the exercise date, as determined under the Plan) pursuant to the exercise of the Option; or
|
•
|
a “cashless exercise” with a third party who provides simultaneous financing for the purposes of (or who otherwise facilitates) the exercise of the Option.
|
5.
|
Early Termination of Option
.
|
•
|
other than as expressly provided below in this Section 5.3, (a) the Grantee will have until the date that is 3 months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month period;
|
•
|
if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period;
|
•
|
if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined in the Grant Notice), the Option (whether vested or not) shall terminate on the Severance Date.
|
6.
|
Non-Transferability
.
|
7.
|
Notices
.
|
8.
|
Plan
.
|
9.
|
Entire Agreement
.
|
10.
|
Governing Law
.
|
11.
|
Effect of this Agreement
.
|
12.
|
Counterparts
.
|
13.
|
Section Headings
.
|
14.
|
Clawback Policy
.
|
15.
|
No Advice Regarding Grant
.
|
Name of Awardee:
|
|
|
|
|
|
Total Number of Stock Units Awarded:
|
|
|
|
|
|
Grant Date:
|
|
|
Vesting Completion Date:
|
|
|
|
|
|
Vesting Schedule:
|
|
[
This Award will become vested as to 34% of the total number of Stock Units subject to the Award on [________________] (the “
Vesting Date
”), subject to continued employment or service through such vesting date. The remaining 66% of the total number of Stock Units subject to the Award will become vested in two equal annual installments on the first two anniversaries of the Vesting Date, subject to continued employment or service through each such vesting date.
Notwithstanding the foregoing, if the Grantee’s employment or services is terminated by the Corporation or any Subsidiary without Cause prior to the Vesting Completion Date, 100% of the total number of Stock Units subject to the Award will become vested.
Notwithstanding the foregoing, if the Grantee’s employment or services is terminated due to the Grantee’s death or Total Disability prior to the Vesting Completion Date, 100% of the total number of Stock Units subject to the Award will become vested.
Notwithstanding the foregoing, in the event of a Change in Control prior to the Vesting Completion Date where any portion of the Award is substituted, assumed, exchanged or otherwise continued in the transaction, 100% of the total number of Stock Units subject to the Award will become vested immediately upon the first to occur of (i) the Grantee’s termination of employment or services by the Corporation, the successor entity or any Subsidiary without Cause within twelve (12) months after the Change in Control and (ii) the Grantee terminating his or her service to the Corporation, the successor entity or any Subsidiary for Good Reason within twelve (12) months after the Change in Control. The vesting provided by this section is in addition to, and not in lieu of, the vesting provided for a termination without Cause above.
“
Change in Control
” means (1) Any “person” (as defined or referred to in Section 3(a)(9) and/or 13(d)(1), et seq. of the Securities Exchange Act of 1934, as amended, and the associated rules of the Securities and Exchange Commission promulgated thereunder), other than an existing shareholder of the Corporation as of January 1, 2006, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Corporation representing forty percent (40%) or more of the combined voting power of the Corporation’s then outstanding securities, or (2) a merger or consolidation of the Corporation in which its voting securities immediately prior to the merger or consolidation do not represent, or are not converted into securities that represent, a majority of the combined voting power of all voting securities of the surviving entity immediately after the merger or consolidation, or (3) a sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Corporation or a liquidation or dissolution of the Corporation, or (4) individuals who, as of the Grant Date, constitute the Board (the “
Incumbent Board
”) cease for any reason to constitute at least a majority of the Board; provided that, other than in connection with an actual or threatened proxy contest, any individual who becomes a director subsequent to the Grant Date, whose election, or nomination for election by the stockholders of the Corporation, was approved by the vote of at least a majority of the directors then in office shall be deemed a member of the Incumbent Board.
“
Cause
” means, with respect to the Grantee’s Termination of Service by the Corporation, the successor entity or any Subsidiary, that such termination is for “Cause” as such term (or word of like import) is expressly defined in a then-effective written agreement between the Grantee and the Corporation, the successor entity or any Subsidiary, or in the absence of such then-effective written agreement and definition, is based on, in the determination of the Administrator, the Grantee’s: (i) performance of any act or failure to perform any act in bad faith and to the detriment of the Corporation, the successor entity or any Subsidiary; (ii) dishonesty, intentional misconduct or material breach of any agreement with the Corporation, the successor entity or any Subsidiary; or (iii) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person; provided, however, that with regard to any agreement that defines “Cause” on the occurrence of or in connection with a Change in Control, such definition of “Cause” shall not apply until a Change in Control actually occurs.
“
Good Reason
” means, with respect to the Grantee’s Termination of Service by the Grantee, that such termination is for “Good Reason” as such term (or words of like import) is used in a then-effective written agreement between the Grantee and the Corporation, the successor entity or any Subsidiary, or in the absence of such then-effective written agreement and definition, is based on a material diminution of either the Grantee’s duties or base annual salary.
“
Termination of Service
” means the Grantee ceases to be employed by or ceases to provide services to the Corporation, the successor entity or any Subsidiary.
“
Total Disability
” means a “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code or as otherwise determined by the Administrator).
]
|
_______________________________________
|
|
_____________________
|
CLEAN ENERGY FUELS CORP.
|
|
Date
|
________________________________________
|
|
______________________
|
[
Grantee Name
]
|
|
Date
|
Name of Awardee:
|
|
|
|
|
|
Total Number of Stock Units Awarded:
|
|
|
|
|
|
Grant Date:
|
|
|
Vesting Completion Date:
|
|
|
|
|
|
Vesting Schedule:
|
|
[
This Award will become vested as to 34% of the total number of Stock Units subject to the Award on [________________] (the “
Vesting Date
”), subject to continued employment or service through such vesting date. The remaining 66% of the total number of Stock Units subject to the Award will become vested in two equal annual installments on the first two anniversaries of the Vesting Date, subject to continued employment or service through each such vesting date.
]
|
_______________________________________
|
|
_____________________
|
CLEAN ENERGY FUELS CORP.
|
|
Date
|
________________________________________
|
|
______________________
|
[
Grantee Name
]
|
|
Date
|
/s/ ANDREW J. LITTLEFAIR
|
|
Andrew J. Littlefair,
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
/s/ ROBERT M. VREELAND
|
|
Robert M. Vreeland,
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
/s/ ANDREW J. LITTLEFAIR
|
|
|
Name:
|
Andrew J. Littlefair
|
|
Title:
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
Dated: August 9, 2016
|
|
|
|
|
|
/s/ ROBERT M. VREELAND
|
|
|
Name:
|
Robert M. Vreeland
|
|
Title:
|
Chief Financial Officer
(Principal Financial Officer)
|
|