|
Delaware
|
|
33-0968580
|
(State or other jurisdiction of incorporation)
|
|
(IRS Employer Identification No.)
|
|
|
|
|
|
|
|
|
December 31,
2016 |
|
September 30,
2017 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
36,119
|
|
|
$
|
45,312
|
|
Restricted cash
|
6,996
|
|
|
1,463
|
|
||
Short-term investments
|
73,718
|
|
|
151,521
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $1,063 and $2,336 as of December 31, 2016 and September 30, 2017, respectively
|
79,432
|
|
|
61,001
|
|
||
Other receivables
|
21,934
|
|
|
16,253
|
|
||
Inventory
|
29,544
|
|
|
44,624
|
|
||
Prepaid expenses and other current assets
|
14,021
|
|
|
10,838
|
|
||
Total current assets
|
261,764
|
|
|
331,012
|
|
||
Land, property and equipment, net
|
483,923
|
|
|
363,773
|
|
||
Notes receivable and other long-term assets, net
|
16,377
|
|
|
25,619
|
|
||
Investments in other entities
|
3,475
|
|
|
2,542
|
|
||
Goodwill
|
93,018
|
|
|
68,082
|
|
||
Intangible assets, net
|
38,700
|
|
|
7,491
|
|
||
Total assets
|
$
|
897,257
|
|
|
$
|
798,519
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of debt and capital lease obligations
|
$
|
5,943
|
|
|
$
|
29,247
|
|
Accounts payable
|
23,637
|
|
|
16,215
|
|
||
Accrued liabilities
|
52,601
|
|
|
41,990
|
|
||
Deferred revenue
|
7,041
|
|
|
6,487
|
|
||
Total current liabilities
|
89,222
|
|
|
93,939
|
|
||
Long-term portion of debt and capital lease obligations
|
241,433
|
|
|
185,597
|
|
||
Long-term debt, related party
|
65,000
|
|
|
40,000
|
|
||
Other long-term liabilities
|
7,915
|
|
|
13,416
|
|
||
Total liabilities
|
403,570
|
|
|
332,952
|
|
||
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 145,538,063 shares and 151,009,700 shares at December 31, 2016 and September 30, 2017, respectively
|
15
|
|
|
15
|
|
||
Additional paid-in capital
|
1,090,361
|
|
|
1,110,158
|
|
||
Accumulated deficit
|
(603,836
|
)
|
|
(655,223
|
)
|
||
Accumulated other comprehensive loss
|
(17,675
|
)
|
|
(12,392
|
)
|
||
Total Clean Energy Fuels Corp. stockholders’ equity
|
468,865
|
|
|
442,558
|
|
||
Noncontrolling interest in subsidiary
|
24,822
|
|
|
23,009
|
|
||
Total stockholders’ equity
|
493,687
|
|
|
465,567
|
|
||
Total liabilities and stockholders’ equity
|
$
|
897,257
|
|
|
$
|
798,519
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
|
||||||||||||
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Product revenue
|
$
|
84,456
|
|
|
$
|
67,669
|
|
|
$
|
263,179
|
|
|
$
|
211,747
|
|
|
Service revenue
|
12,561
|
|
|
14,123
|
|
|
37,645
|
|
|
40,552
|
|
|
||||
Total revenue
|
97,017
|
|
|
81,792
|
|
|
300,824
|
|
|
252,299
|
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales (exclusive of depreciation and amortization shown separately below):
|
|
|
|
|
|
|
|
|
||||||||
Product cost of sales
|
55,481
|
|
|
52,884
|
|
|
170,746
|
|
|
158,306
|
|
|
||||
Service cost of sales
|
6,377
|
|
|
7,283
|
|
|
19,095
|
|
|
20,066
|
|
|
||||
Inventory valuation provision
|
—
|
|
|
13,158
|
|
|
—
|
|
|
13,158
|
|
|
||||
Selling, general and administrative
|
25,888
|
|
|
24,798
|
|
|
76,744
|
|
|
71,875
|
|
|
||||
Depreciation and amortization
|
14,801
|
|
|
14,104
|
|
|
44,682
|
|
|
43,757
|
|
|
||||
Asset impairments and other charges
|
—
|
|
|
60,666
|
|
|
—
|
|
|
60,666
|
|
|
||||
Total operating expenses
|
102,547
|
|
|
172,893
|
|
|
311,267
|
|
|
367,828
|
|
|
||||
Operating loss
|
(5,530
|
)
|
|
(91,101
|
)
|
|
(10,443
|
)
|
|
(115,529
|
)
|
|
||||
Interest expense
|
(6,406
|
)
|
|
(4,270
|
)
|
|
(23,843
|
)
|
|
(13,466
|
)
|
|
||||
Interest income
|
123
|
|
|
465
|
|
|
579
|
|
|
1,156
|
|
|
||||
Other income (expense), net
|
(109
|
)
|
|
4
|
|
|
(6
|
)
|
|
(28
|
)
|
|
||||
Loss from equity method investments
|
(13
|
)
|
|
(30
|
)
|
|
(20
|
)
|
|
(100
|
)
|
|
||||
Gain (loss) from extinguishment of debt
|
(668
|
)
|
|
—
|
|
|
25,375
|
|
|
3,195
|
|
|
||||
Gain from sale of certain assets of subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
69,886
|
|
|
||||
Loss before income taxes
|
(12,603
|
)
|
|
(94,932
|
)
|
|
(8,358
|
)
|
|
(54,886
|
)
|
|
||||
Income tax benefit (expense)
|
(416
|
)
|
|
44
|
|
|
(1,229
|
)
|
|
2,183
|
|
|
||||
Net loss
|
(13,019
|
)
|
|
(94,888
|
)
|
|
(9,587
|
)
|
|
(52,703
|
)
|
|
||||
Loss attributable to noncontrolling interest
|
391
|
|
|
747
|
|
|
1,317
|
|
|
1,813
|
|
|
||||
Net loss attributable to Clean Energy Fuels Corp.
|
$
|
(12,628
|
)
|
|
$
|
(94,141
|
)
|
|
$
|
(8,270
|
)
|
|
$
|
(50,890
|
)
|
|
Loss per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.10
|
)
|
|
$
|
(0.62
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.34
|
)
|
|
Diluted
|
$
|
(0.10
|
)
|
|
$
|
(0.62
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.34
|
)
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
130,436,038
|
|
|
150,927,825
|
|
|
112,819,041
|
|
|
150,128,204
|
|
|
||||
Diluted
|
130,436,038
|
|
|
150,927,825
|
|
|
112,819,041
|
|
|
150,128,204
|
|
|
|
Clean Energy Fuels Corp.
|
|
Noncontrolling Interest
|
|
Total
|
||||||||||||||||||
|
Three Months Ended
September 30, |
|
Three Months Ended
September 30, |
|
Three Months Ended
September 30, |
||||||||||||||||||
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
||||||||||||
Net loss
|
$
|
(12,628
|
)
|
|
$
|
(94,141
|
)
|
|
$
|
(391
|
)
|
|
$
|
(747
|
)
|
|
$
|
(13,019
|
)
|
|
$
|
(94,888
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments, net of $0 tax in 2016 and 2017
|
(449
|
)
|
|
252
|
|
|
—
|
|
|
—
|
|
|
(449
|
)
|
|
252
|
|
||||||
Foreign currency adjustments on intra-entity long-term investments, net of $0 tax in 2016 and 2017
|
(885
|
)
|
|
2,919
|
|
|
—
|
|
|
—
|
|
|
(885
|
)
|
|
2,919
|
|
||||||
Unrealized gains (losses) on available-for-sale securities, net of $0 tax in 2016 and 2017
|
(11
|
)
|
|
70
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
70
|
|
||||||
Total other comprehensive income (loss)
|
(1,345
|
)
|
|
3,241
|
|
|
—
|
|
|
—
|
|
|
(1,345
|
)
|
|
3,241
|
|
||||||
Comprehensive loss
|
$
|
(13,973
|
)
|
|
$
|
(90,900
|
)
|
|
$
|
(391
|
)
|
|
$
|
(747
|
)
|
|
$
|
(14,364
|
)
|
|
$
|
(91,647
|
)
|
|
Clean Energy Fuels Corp.
|
|
Noncontrolling Interest
|
|
Total
|
||||||||||||||||||
|
Nine Months Ended
September 30, |
|
Nine Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||||||
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
||||||||||||
Net loss
|
$
|
(8,270
|
)
|
|
$
|
(50,890
|
)
|
|
$
|
(1,317
|
)
|
|
$
|
(1,813
|
)
|
|
$
|
(9,587
|
)
|
|
$
|
(52,703
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments, net of $0 tax in 2016 and 2017
|
2,185
|
|
|
289
|
|
|
—
|
|
|
—
|
|
|
2,185
|
|
|
289
|
|
||||||
Foreign currency adjustments on intra-entity long-term investments, net of $0 tax in 2016 and 2017
|
3,024
|
|
|
5,033
|
|
|
—
|
|
|
—
|
|
|
3,024
|
|
|
5,033
|
|
||||||
Unrealized gains (losses) on available-for-sale securities, net of $0 tax in 2016 and 2017
|
66
|
|
|
(39
|
)
|
|
—
|
|
|
—
|
|
|
66
|
|
|
(39
|
)
|
||||||
Total other comprehensive income (loss)
|
5,275
|
|
|
5,283
|
|
|
—
|
|
|
—
|
|
|
5,275
|
|
|
5,283
|
|
||||||
Comprehensive loss
|
$
|
(2,995
|
)
|
|
$
|
(45,607
|
)
|
|
$
|
(1,317
|
)
|
|
$
|
(1,813
|
)
|
|
$
|
(4,312
|
)
|
|
$
|
(47,420
|
)
|
|
Nine Months Ended
September 30, |
||||||
|
2016
|
|
2017
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(9,587
|
)
|
|
$
|
(52,703
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
44,682
|
|
|
43,757
|
|
||
Provision for doubtful accounts, notes and inventory
|
2,504
|
|
|
16,156
|
|
||
Stock-based compensation expense
|
6,533
|
|
|
6,604
|
|
||
Amortization of debt issuance cost
|
1,217
|
|
|
647
|
|
||
Gain on extinguishment of debt
|
(25,375
|
)
|
|
(3,195
|
)
|
||
Gain from sale of certain assets of subsidiary
|
—
|
|
|
(69,886
|
)
|
||
Non-cash portion of asset impairments and other charges
|
—
|
|
|
58,119
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts and other receivables
|
31,134
|
|
|
23,936
|
|
||
Inventory
|
(1,043
|
)
|
|
494
|
|
||
Prepaid expenses and other assets
|
(178
|
)
|
|
794
|
|
||
Accounts payable
|
(940
|
)
|
|
(9,426
|
)
|
||
Accrued expenses and other
|
(4,702
|
)
|
|
(20,148
|
)
|
||
Net cash provided by (used in) operating activities
|
44,245
|
|
|
(4,851
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of short-term investments
|
(88,660
|
)
|
|
(227,212
|
)
|
||
Maturities and sales of short-term investments
|
113,852
|
|
|
149,044
|
|
||
Purchases and deposits on property and equipment
|
(16,663
|
)
|
|
(27,529
|
)
|
||
Loans made to customers
|
(2,326
|
)
|
|
(535
|
)
|
||
Payments on and proceeds from sales of loans receivable
|
575
|
|
|
978
|
|
||
Restricted cash
|
(267
|
)
|
|
1,578
|
|
||
Cash received from sale of certain assets of subsidiary, net of cash transferred
|
—
|
|
|
154,489
|
|
||
Investments in other entities
|
—
|
|
|
(1,929
|
)
|
||
Capital from equity method investment
|
3,031
|
|
|
—
|
|
||
Nonrefundable customer deposit
|
—
|
|
|
8,350
|
|
||
Net cash provided by investing activities
|
9,542
|
|
|
57,234
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Issuances of common stock
|
68,867
|
|
|
10,767
|
|
||
Fees paid for issuances of common stock
|
(1,340
|
)
|
|
(638
|
)
|
||
Payment to holders of stock options in subsidiary
|
—
|
|
|
(8,605
|
)
|
||
Proceeds from debt instruments
|
2,460
|
|
|
7,561
|
|
||
Proceeds from revolving line of credit
|
50,008
|
|
|
308
|
|
||
Repayment of borrowing under revolving line of credit
|
(50,014
|
)
|
|
(23,670
|
)
|
||
Repayment of capital lease obligations and debt instruments
|
(127,213
|
)
|
|
(29,664
|
)
|
||
Net cash used in financing activities
|
(57,232
|
)
|
|
(43,941
|
)
|
||
Effect of exchange rates on cash and cash equivalents
|
1,276
|
|
|
751
|
|
||
Net increase in cash and cash equivalents
|
(2,169
|
)
|
|
9,193
|
|
||
Cash and cash equivalents, beginning of period
|
43,724
|
|
|
36,119
|
|
||
Cash and cash equivalents, end of period
|
$
|
41,555
|
|
|
$
|
45,312
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Income taxes paid
|
$
|
1,176
|
|
|
$
|
363
|
|
Interest paid, net of approximately $712 and $73 capitalized, respectively
|
21,275
|
|
|
14,351
|
|
|
Three and Nine Months Ended
September 30, 2017 |
||
Workforce reduction and related charges
|
$
|
3,057
|
|
CECC asset impairments
|
32,274
|
|
|
Station closures and related charges
|
25,335
|
|
|
Total asset impairments and other charges
|
$
|
60,666
|
|
Inventory valuation provision
|
13,158
|
|
|
Total charges
|
$
|
73,824
|
|
|
|
December 31,
2016 |
|
September 30,
2017 |
|
Remaining Useful Life (Years)
|
||||
Technology
|
|
$
|
29,060
|
|
|
$
|
3,151
|
|
|
13
|
Customer relationships
|
|
2,239
|
|
|
117
|
|
|
1
|
||
Trademark and trade names
|
|
1,842
|
|
|
201
|
|
|
3
|
||
Total
|
|
$
|
33,141
|
|
|
$
|
3,469
|
|
|
|
|
|
Charges
|
|
Cash Payments Made in the Three Months Ended September 30, 2017
|
Balance as of September 30, 2017
|
||||||
Employee severance
|
|
$
|
2,757
|
|
|
$
|
(2,547
|
)
|
$
|
210
|
|
Lease termination fees and AROs for station closures
|
|
3,861
|
|
|
—
|
|
3,861
|
|
|||
|
|
$
|
6,618
|
|
|
|
$
|
4,071
|
|
|
December 31,
2016 |
|
September 30,
2017 |
||||
Short-term restricted cash:
|
|
|
|
|
|
||
Standby letters of credit
|
$
|
1,753
|
|
|
$
|
1,463
|
|
Canton Bonds (see Note 13)
|
3,665
|
|
|
—
|
|
||
Held in escrow
|
1,578
|
|
|
—
|
|
||
Total short-term restricted cash
|
$
|
6,996
|
|
|
$
|
1,463
|
|
|
Amortized Cost
|
|
Gross Unrealized
Losses
|
|
Estimated Fair
Value
|
||||||
Municipal bonds and notes
|
$
|
8,791
|
|
|
$
|
(4
|
)
|
|
$
|
8,787
|
|
Corporate bonds
|
21,517
|
|
|
(7
|
)
|
|
21,510
|
|
|||
Certificate of deposits
|
43,421
|
|
|
—
|
|
|
43,421
|
|
|||
Total short-term investments
|
$
|
73,729
|
|
|
$
|
(11
|
)
|
|
$
|
73,718
|
|
|
Amortized Cost
|
|
Gross Unrealized
Losses
|
|
Estimated Fair
Value
|
||||||
Municipal bonds and notes
|
$
|
21,470
|
|
|
$
|
(73
|
)
|
|
$
|
21,397
|
|
Zero coupon bonds
|
69,192
|
|
|
(59
|
)
|
|
69,133
|
|
|||
Corporate bonds
|
39,596
|
|
|
(13
|
)
|
|
39,583
|
|
|||
Certificate of deposits
|
21,408
|
|
|
—
|
|
|
21,408
|
|
|||
Total short-term investments
|
$
|
151,666
|
|
|
$
|
(145
|
)
|
|
$
|
151,521
|
|
Description
|
|
Balance at
December 31, 2016 |
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities(1):
|
|
|
|
|
|
|
|
|
||||||||
Municipal bonds and notes
|
|
$
|
8,787
|
|
|
$
|
—
|
|
|
$
|
8,787
|
|
|
$
|
—
|
|
Corporate bonds
|
|
21,510
|
|
|
—
|
|
|
21,510
|
|
|
—
|
|
||||
Certificate of deposits
|
|
43,421
|
|
|
—
|
|
|
43,421
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Warrants(2)
|
|
581
|
|
|
—
|
|
|
—
|
|
|
581
|
|
Description
|
|
Balance at
September 30, 2017 |
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities(1):
|
|
|
|
|
|
|
|
|
||||||||
Municipal bonds and notes
|
|
$
|
21,397
|
|
|
$
|
—
|
|
|
$
|
21,397
|
|
|
$
|
—
|
|
Zero coupon bonds
|
|
69,133
|
|
|
—
|
|
|
69,133
|
|
|
—
|
|
||||
Corporate bonds
|
|
39,583
|
|
|
—
|
|
|
39,583
|
|
|
—
|
|
||||
Certificate of deposits
|
|
21,408
|
|
|
—
|
|
|
21,408
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Warrants(2)
|
|
543
|
|
|
—
|
|
|
—
|
|
|
543
|
|
|
|
December 31,
2016 |
|
September 30,
2017 |
||||
Loans to customers to finance vehicle purchases
|
$
|
7,416
|
|
|
$
|
6,896
|
|
Accrued customer billings
|
4,308
|
|
|
6,328
|
|
||
Fuel tax credits
|
6,358
|
|
|
—
|
|
||
Other
|
3,852
|
|
|
3,029
|
|
||
Total other receivables
|
$
|
21,934
|
|
|
$
|
16,253
|
|
|
December 31,
2016 |
|
September 30,
2017 |
||||
Raw materials and spare parts (1)
|
$
|
24,843
|
|
|
$
|
42,487
|
|
Work in process
|
845
|
|
|
806
|
|
||
Finished goods
|
3,856
|
|
|
1,331
|
|
||
Total inventories
|
$
|
29,544
|
|
|
$
|
44,624
|
|
(1)
|
As of
September 30, 2017
, this amount also includes
$19,394
for certain station parts which historically were classified as construction in progress within Land, property, and equipment, net, that are now reported in Inventory in the condensed consolidated balance sheets because they will primarily be used for stations to be sold. See Note
2
for more information.
|
|
December 31,
2016 |
|
September 30,
2017 |
||||
Land
|
$
|
2,858
|
|
|
$
|
2,858
|
|
LNG liquefaction plants
|
94,634
|
|
|
94,633
|
|
||
RNG plants (1)
|
47,545
|
|
|
—
|
|
||
Station equipment (2)
|
341,605
|
|
|
298,681
|
|
||
Trailers
|
54,985
|
|
|
59,312
|
|
||
Other equipment (2)
|
93,118
|
|
|
94,389
|
|
||
Construction in progress (2) (3)
|
117,662
|
|
|
79,366
|
|
||
|
752,407
|
|
|
629,239
|
|
||
Less: accumulated depreciation
|
(268,484
|
)
|
|
(265,466
|
)
|
||
Total land, property and equipment, net
|
$
|
483,923
|
|
|
$
|
363,773
|
|
(2)
|
Certain of these assets were written down during the three months ended September 30, 2017 (see Note
2
for more information).
|
(3)
|
As of
September 30, 2017
,
$19,394
of certain station parts which historically were classified as construction in progress within Land, property, and equipment, net, that are now reported in Inventory in the condensed consolidated balance sheets because they will primarily be used for stations to be sold.
|
|
December 31,
2016 |
|
September 30,
2017 |
||||
Accrued alternative fuels incentives (1)
|
$
|
9,840
|
|
|
$
|
2,270
|
|
Accrued employee benefits
|
4,317
|
|
|
3,999
|
|
||
Accrued interest
|
1,849
|
|
|
39
|
|
||
Accrued gas and equipment purchases
|
11,657
|
|
|
10,220
|
|
||
Accrued property and other taxes
|
4,572
|
|
|
4,164
|
|
||
Salaries and wages (2)
|
12,293
|
|
|
8,636
|
|
||
Other (3)
|
8,073
|
|
|
12,662
|
|
||
Total accrued liabilities
|
$
|
52,601
|
|
|
$
|
41,990
|
|
(1)
|
Includes the amount of RINs and LCFS Credits and, as of December 31, 2016, the amount of a federal alternative fuels tax credit ("VETC") payable to third parties. VETC expired as of December 31, 2016, and as a result, no VETC amounts were accrued as of
September 30, 2017
(see Note
18
for more information about VETC).
|
(2)
|
The amount as of
September 30, 2017
includes severance accruals related to a workforce reduction during the three months ended
September 30, 2017
(see Note
2
for more information).
|
(3)
|
The amount as of
September 30, 2017
also includes lease termination fees and AROs related to closure of certain fueling stations (see Note
2
for more information).
|
|
December 31, 2016
|
||||||||||
|
Principal Balances
|
|
Unamortized Debt Financing Costs
|
|
Balance, Net of Financing Costs
|
||||||
7.5% Notes (1)
|
$
|
150,000
|
|
|
$
|
274
|
|
|
$
|
149,726
|
|
5.25% Notes
|
110,450
|
|
|
1,088
|
|
|
109,362
|
|
|||
Plains Credit Facility
|
23,500
|
|
|
—
|
|
|
23,500
|
|
|||
Canton Bonds
|
9,520
|
|
|
373
|
|
|
9,147
|
|
|||
Capital lease obligations
|
6,028
|
|
|
—
|
|
|
6,028
|
|
|||
NG Advantage debt
|
13,068
|
|
|
237
|
|
|
12,831
|
|
|||
Other debt
|
1,782
|
|
|
—
|
|
|
1,782
|
|
|||
Total debt and capital lease obligations
|
314,348
|
|
|
1,972
|
|
|
312,376
|
|
|||
Less amounts due within one year
|
(6,126
|
)
|
|
(183
|
)
|
|
(5,943
|
)
|
|||
Total long-term debt and capital lease obligations
|
$
|
308,222
|
|
|
$
|
1,789
|
|
|
$
|
306,433
|
|
|
September 30, 2017
|
||||||||||
|
Principal Balances
|
|
Unamortized Debt Financing Costs
|
|
Balance Net of Financing Costs
|
||||||
7.5% Notes (1)
|
$
|
125,000
|
|
|
$
|
155
|
|
|
$
|
124,845
|
|
5.25% Notes
|
110,450
|
|
|
609
|
|
|
109,841
|
|
|||
Capital lease obligations
|
868
|
|
|
—
|
|
|
868
|
|
|||
NG Advantage debt
|
18,070
|
|
|
236
|
|
|
17,834
|
|
|||
Other debt
|
1,456
|
|
|
—
|
|
|
1,456
|
|
|||
Total debt and capital lease obligations
|
255,844
|
|
|
1,000
|
|
|
254,844
|
|
|||
Less amounts due within one year
|
(29,305
|
)
|
|
(58
|
)
|
|
(29,247
|
)
|
|||
Total long-term debt and capital lease obligations
|
$
|
226,539
|
|
|
$
|
942
|
|
|
$
|
225,597
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
|
||||||||
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
||||
Weighted-average common shares outstanding
|
130,436,038
|
|
|
150,927,825
|
|
|
112,819,041
|
|
|
150,128,204
|
|
|
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
||||||||
|
2016
|
|
2017
|
2016
|
|
2017
|
||||
Stock Options
|
11,582,091
|
|
|
9,648,613
|
|
11,582,091
|
|
|
9,648,613
|
|
Convertible Notes
|
21,006,491
|
|
|
14,991,521
|
|
21,006,491
|
|
|
14,991,521
|
|
Restricted Stock Units
|
2,432,930
|
|
|
2,403,266
|
|
2,432,930
|
|
|
2,403,266
|
|
Total
|
35,021,512
|
|
|
27,043,400
|
|
35,021,512
|
|
|
27,043,400
|
|
|
Three Months Ended September 30,
|
|
Three Months Ended September 30,
|
|
Nine Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||
(in 000s, except per-share amounts)
|
2016
|
|
2017
|
|
2016
|
|
2017
|
||||||||
Gross proceeds
|
$
|
16,066
|
|
|
$
|
—
|
|
|
$
|
69,113
|
|
|
$
|
10,767
|
|
Fees and issuance costs
|
386
|
|
|
—
|
|
|
1,728
|
|
|
311
|
|
||||
Net proceeds
|
$
|
15,680
|
|
|
$
|
—
|
|
|
$
|
67,385
|
|
|
$
|
10,456
|
|
Shares issued
|
3,824,144
|
|
|
—
|
|
|
21,325,587
|
|
|
3,802,500
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
|
||||||||||||
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
||||||||
Stock-based compensation expense, net of $0 tax in 2016 and 2017 (1)
|
$
|
2,077
|
|
|
$
|
2,216
|
|
|
$
|
6,533
|
|
|
$
|
6,904
|
|
|
Revenue (in millions)
|
|
Three Months
Ended September 30, 2016 |
|
Three Months
Ended September 30, 2017 |
|
Nine Months
Ended September 30, 2016 |
|
Nine Months
Ended September 30, 2017 |
||||||||
Volume -Related (1)
|
|
$
|
71.3
|
|
|
$
|
63.1
|
|
|
$
|
210.8
|
|
|
$
|
200.0
|
|
Compressor Sales
|
|
5.3
|
|
|
5.9
|
|
|
22.4
|
|
|
17.6
|
|
||||
Station Construction Sales
|
|
13.7
|
|
|
12.5
|
|
|
48.0
|
|
|
34.1
|
|
||||
VETC (2)
|
|
6.7
|
|
|
—
|
|
|
19.6
|
|
|
—
|
|
||||
Other
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.6
|
|
||||
Total
|
|
$
|
97.0
|
|
|
$
|
81.8
|
|
|
$
|
300.8
|
|
|
$
|
252.3
|
|
(1)
|
Our volume-related revenue primarily consists of sales of CNG, LNG and RNG fuel, sales of RINs and LCFS Credits and performance of O&M services.
|
(2)
|
Represents a federal alternative fuels tax credit that we refer to as "VETC," which expired December 31, 2016.
|
Gasoline gallon equivalents
delivered (in millions)
|
|
Year Ended
December 31,
2014
|
|
Year Ended
December 31,
2015
|
|
Year Ended
December 31,
2016
|
|
Three Months
Ended September 30, 2016 |
|
Three Months
Ended September 30, 2017 |
|
Nine Months
Ended September 30, 2016 |
|
Nine Months
Ended September 30, 2017 |
|||||||
CNG (1)
|
|
182.6
|
|
|
229.2
|
|
|
259.2
|
|
|
66.7
|
|
|
73.5
|
|
|
191.7
|
|
|
213.1
|
|
RNG (2)
|
|
12.2
|
|
|
8.8
|
|
|
3.0
|
|
|
0.7
|
|
|
0.7
|
|
|
2.3
|
|
|
1.9
|
|
LNG
|
|
70.3
|
|
|
70.5
|
|
|
66.8
|
|
|
17.1
|
|
|
17.3
|
|
|
50.9
|
|
|
50.0
|
|
Total
|
|
265.1
|
|
|
308.5
|
|
|
329.0
|
|
|
84.5
|
|
|
91.5
|
|
|
244.9
|
|
|
265.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gasoline gallon equivalents
delivered (in millions)
|
|
Year Ended
December 31,
2014
|
|
Year Ended
December 31,
2015
|
|
Year Ended
December 31,
2016
|
|
Three Months
Ended September 30, 2016 |
|
Three Months
Ended September 30, 2017 |
|
Nine Months
Ended September 30, 2016 |
|
Nine Months
Ended September 30, 2017 |
|||||||
O&M
|
|
137.3
|
|
|
159.3
|
|
|
176.6
|
|
|
45.7
|
|
|
53.2
|
|
|
130.4
|
|
|
150.2
|
|
Fuel (1)
|
|
108.2
|
|
|
130.1
|
|
|
128.5
|
|
|
32.3
|
|
|
32.3
|
|
|
96.8
|
|
|
96.7
|
|
Fuel and O&M (3)
|
|
19.6
|
|
|
19.1
|
|
|
23.9
|
|
|
6.5
|
|
|
6.0
|
|
|
17.7
|
|
|
18.1
|
|
Total
|
|
265.1
|
|
|
308.5
|
|
|
329.0
|
|
|
84.5
|
|
|
91.5
|
|
|
244.9
|
|
|
265.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operating data (in millions)
|
|
Year Ended
December 31,
2014
|
|
Year Ended
December 31,
2015
|
|
Year Ended
December 31,
2016
|
|
Three Months
Ended September 30, 2016 |
|
Three Months
Ended September 30, 2017 |
|
Nine Months
Ended September 30, 2016 |
|
Nine Months
Ended September 30, 2017 |
||||||||||||||
Station construction cost of sales
|
|
$
|
56.3
|
|
|
$
|
32.3
|
|
|
$
|
57.0
|
|
|
$
|
12.3
|
|
|
$
|
11.6
|
|
|
$
|
41.3
|
|
|
$
|
31.3
|
|
Gross margin (4) (5)
|
|
$
|
120.2
|
|
|
$
|
125.8
|
|
|
$
|
147.1
|
|
|
$
|
35.2
|
|
|
$
|
8.5
|
|
|
$
|
111.0
|
|
|
$
|
60.8
|
|
Net loss attributable to Clean Energy Fuels. Corp (4)
|
|
$
|
(89.7
|
)
|
|
$
|
(134.2
|
)
|
|
$
|
(12.2
|
)
|
|
$
|
(12.6
|
)
|
|
$
|
(94.1
|
)
|
|
$
|
(8.3
|
)
|
|
$
|
(50.9
|
)
|
|
(3)
|
Represents gasoline gallon equivalents at stations where we provide both fuel and O&M services.
|
(4)
|
Includes the following amounts of VETC: $28.4 million, $31.0 million, and $26.6 million for the years ended December 31, 2014, 2015, and 2016, respectively,
$6.7 million
and
$0.0
million for the three months ended
September 30, 2016
and
2017
, respectively, and
$19.6 million
and
$0.0 million
for the
nine
months ended
September 30, 2016
and
2017
, respectively. See the discussion under “Recent Developments—VETC Expiration” below.
|
(5)
|
For the three months ended September 30,
2017
, gross margin includes an inventory valuation provision of
$13.2 million
. See Recent Developments and Note
2
for more details.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(In millions)
|
2016
|
|
2017
|
|
2016
|
|
2017
|
||||||||
RIN Credits
|
$
|
7.0
|
|
|
$
|
3.8
|
|
|
$
|
20.0
|
|
|
$
|
17.2
|
|
LCFS Credits (1)
|
4.3
|
|
|
—
|
|
|
15.2
|
|
|
2.9
|
|
||||
Total
|
$
|
11.3
|
|
|
$
|
3.8
|
|
|
$
|
35.2
|
|
|
$
|
20.1
|
|
•
|
Revenue recognition;
|
•
|
Impairment of goodwill and long-lived assets;
|
•
|
Income taxes; and
|
•
|
Fair value estimates.
|
|
Three Months Ended September 30,
|
|
||||
|
2016
|
|
2017
|
|
||
Statement of Operations Data:
|
|
|
|
|
|
|
Revenue:
|
|
|
|
|
|
|
Product revenue
|
87.1
|
%
|
|
82.7
|
%
|
|
Service revenue
|
12.9
|
|
|
17.3
|
|
|
Total revenue
|
100.0
|
|
|
100.0
|
|
|
Operating expenses:
|
|
|
|
|
|
|
Cost of sales (exclusive of depreciation and amortization shown separately below):
|
|
|
|
|
|
|
Product cost of sales
|
57.2
|
|
|
64.7
|
|
|
Service cost of sales
|
6.6
|
|
|
8.9
|
|
|
Inventory valuation provision
|
—
|
|
|
16.1
|
|
|
Selling, general and administrative
|
26.7
|
|
|
30.3
|
|
|
Depreciation and amortization
|
15.3
|
|
|
17.2
|
|
|
Asset impairments and other charges
|
—
|
|
|
74.2
|
|
|
Total operating expenses
|
105.8
|
|
|
211.4
|
|
|
Operating loss
|
(5.8
|
)
|
|
(111.4
|
)
|
|
Interest expense
|
(6.6
|
)
|
|
(5.2
|
)
|
|
Interest income
|
0.1
|
|
|
0.6
|
|
|
Other income (expense), net
|
(0.1
|
)
|
|
0.0
|
|
|
Loss from equity method investments
|
0.0
|
|
|
0.0
|
|
|
Gain (loss) from extinguishment of debt
|
(0.7
|
)
|
|
—
|
|
|
Gain from sale of certain assets of subsidiary
|
—
|
|
|
—
|
|
|
Loss before income taxes
|
(13.1
|
)
|
|
(116.0
|
)
|
|
Income tax benefit (expense)
|
(0.4
|
)
|
|
0.1
|
|
|
Net loss
|
(13.5
|
)
|
|
(115.9
|
)
|
|
Loss attributable to noncontrolling interest
|
0.4
|
|
|
0.9
|
|
|
Net loss attributable to Clean Energy Fuels Corp.
|
(13.1
|
)%
|
|
(115.0
|
)%
|
|
|
|
Nine Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
Inception through May 31,
|
|
||||||
(in millions)
|
|
2016
|
|
2017
|
|
2017
|
|
||||||
Gross proceeds
|
|
$
|
69.1
|
|
|
$
|
10.8
|
|
|
$
|
121.3
|
|
|
Fees and issuance costs
|
|
1.7
|
|
|
0.3
|
|
|
3.4
|
|
|
|||
Net proceeds
|
|
$
|
67.4
|
|
|
$
|
10.5
|
|
|
$
|
117.9
|
|
|
Shares issued
|
|
21.3
|
|
|
3.8
|
|
|
36.4
|
|
|
•
|
Outstanding surety bonds for construction contracts and general corporate purposes totaling
$28.9 million
;
|
•
|
Two
long-term take-or-pay contracts for the purchase of natural gas;
|
•
|
An outstanding commitment to purchase
136
natural gas heavy -duty trucks valued at $
8.8 million
; and
|
•
|
Operating leases where we are the lessee.
|
•
|
Increases, decreases or volatility in the supply, demand, use and prices of crude oil, gasoline, diesel, natural gas and other vehicle fuels, such as electricity, hydrogen, renewable diesel, biodiesel and ethanol;
|
•
|
Perceptions about the need for alternative vehicle fuels generally;
|
•
|
Perceptions about the benefits of conventional and renewable natural gas relative to gasoline and diesel and other alternative vehicle fuels, including with respect to factors such as cost savings, supply and environmental and safety benefits;
|
•
|
The availability or perceived availability of, consumer acceptance of or preference for, or favor by lawmakers, regulators, other policymakers, environmental organizations or other powerful groups for non-natural gas fuels and
|
•
|
Advances or improvements in non-natural gas vehicle fuels or engines powered by these fuels, including improvements in the efficiency, fuel economy or greenhouse gas emissions of these engines;
|
•
|
Natural gas vehicle cost, fuel usage, availability (including for heavy, medium and light-duty applications), quality, safety, design and performance, all relative to comparable vehicles powered by other fuels;
|
•
|
The existence of environmental, tax or other government regulations, programs or incentives that promote natural gas or other alternatives as a vehicle fuel, including, among others, tax credits, grants, renewable fuel standards and low carbon fuel standards;
|
•
|
Changes to emissions requirements applicable to vehicles powered by gasoline, diesel, natural gas or other vehicle fuels, as well as the impact of emissions and other environmental regulations and pressures on crude oil and natural gas drilling, production, importing and transportation methods and fueling stations for these fuels;
|
•
|
The environmental consciousness of fleets and consumers;
|
•
|
Access to natural gas fueling stations and the convenience and cost to fuel and service natural gas vehicles, all relative to comparable vehicles powered by other fuels; and
|
•
|
The other risks discussed in these risk factors.
|
•
|
We may fail to accurately predict demand in any of the locations in which we build and open ANGH stations. As a result, we may open stations that fail to generate the volume or profitability levels we anticipate and we may build stations that we do not open for fueling operations, either or both of which could occur due to a lack of sufficient customer demand to fuel at the stations or for other reasons. For any stations that are open and underperforming, we may decide to close the stations, which could result in substantial costs, such as lease termination, severance or other similar fees and non-cash asset impairments or other charges, and could harm our reputation and reduce our customer base and prospects for future growth. For any stations that are completed but unopened, we will continue to have substantial investments in assets that do not produce revenue.
|
•
|
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 local prices for crude oil, gasoline, diesel, natural gas or other alternative fuels;
|
•
|
Differing environmental and other regulatory requirements;
|
•
|
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 or barriers, including tariffs or other charges, and import-export regulations, which are subject to increased uncertainty as a result of the outcome of the 2016 U.S. presidential election and the trade policies of the current administration regarding existing and proposed trade agreements and the ability to import goods into the United States;
|
•
|
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;
|
•
|
Difficulties forecasting demand and sales trends in foreign markets;
|
•
|
Risks associated with currency exchange and convertibility, including vulnerability to appreciation and depreciation of foreign currencies against the U.S. dollar;
|
•
|
Uncertain repatriation of funds as a result of economic, monetary and regulatory factors in some countries that may affect our ability to convert funds to U.S. dollars or move funds from accounts in these countries; and
|
•
|
Potentially adverse tax consequences.
|
•
|
Difficulties integrating the technologies, operations, contracts, personnel and service providers of an acquired company or partner;
|
•
|
Diversion of financial and management resources from existing operations or alternative acquisition, investment or other 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, customer or vendor relationships;
|
•
|
Risks of entering new customer or geographic markets in which we may have limited or no experience;
|
•
|
Potential loss of an acquired company’s, business’ or partners’ key employees, customers or vendors in the event of an acquisition or investment, or potential loss of our assets, employees or customers in the event of a divestiture or other similar strategic transaction;
|
•
|
Risks associated with any joint venture or other collaboration relationship we may pursue, including as a result of our relinquishment of some degree of control over the assets, technologies or businesses that are the subject of the joint venture or collaboration, or as a result of our partners having business goals and interests that are not aligned with ours or being unable or unwilling to fulfill their obligations in the relationship;
|
•
|
Inability to generate sufficient revenue to offset costs related to an acquisition, investment or other transaction or relationship;
|
•
|
Additional costs, incurrence of debt or equity dilution associated with funding an acquisition, investment or other transaction or relationship; and
|
•
|
Possible write-offs or impairment charges relating to any businesses we partner with, invest in or acquire.
|
•
|
Implementation of our business plans and initiatives, including our initiatives to build ANGH and fuel a greater number of natural gas heavy-duty trucks;
|
•
|
Failure to meet or exceed financial estimates and projections of the investment community;
|
•
|
Increasing competition in the market for natural gas and other alternatives for use as vehicle fuels;
|
•
|
Other competitive developments, including advances or improvements in non-natural gas vehicle fuels or engines powered by these fuels;
|
•
|
Changes to the availability or effect on our business of environmental, tax or other regulations, programs or incentives that promote natural gas as a vehicle fuel, including, among others, VETC and the programs under which we generate and sell LCFS Credits and RINs;
|
•
|
Adoption of government policies or programs that favor vehicles or vehicle fuels other than natural gas, including long-standing support for gasoline and diesel-powered vehicles and growing support for electric and hydrogen-powered vehicles;
|
•
|
Changes to emissions requirements applicable to vehicles powered by gasoline, diesel, natural gas or other vehicle fuels, as well as the impact of emissions and other environmental regulations and pressures on crude oil and natural gas drilling, production, importing or transportation methods and fueling stations for these fuels;
|
•
|
The market's perception of the success and importance of any acquisitions, divestitures, investments or other strategic relationships or transactions we may announce;
|
•
|
Changes in political, regulatory, economic and market conditions;
|
•
|
Changes to our management, including officer or director departures or other changes;
|
•
|
Sales of our common stock by us or our officers, directors or significant stockholders;
|
•
|
A decline in the trading volume of our common stock; and
|
•
|
The other risks described in these risk factors, including the factors that may influence the adoption of natural gas as a vehicle fuel generally.
|
|
CLEAN ENERGY FUELS CORP.
|
|
|
|
|
Date: November 2, 2017
|
By:
|
/s/ ROBERT M. VREELAND
|
|
|
Robert M. Vreeland
|
|
|
Chief Financial Officer
(Principal financial officer and duly authorized to sign on behalf of the registrant)
|
Exhibit Number
|
|
Description
|
|
|
|
10.121*
|
|
|
|
|
|
10.122*
|
|
|
|
|
|
10.123*
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
32.1**
|
|
|
|
|
|
101*
|
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, formatted in XBRL (eXtensible Business Reporting Language):
|
|
|
|
|
|
(i) Condensed Consolidated Balance Sheets at December 31, 2016 and September 30, 2017;
|
|
|
(ii) Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2016 and 2017;
|
|
|
(iii) Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2016 and 2017;
|
|
|
(iv) Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2016 and 2017; and
|
|
|
(v) Notes to Condensed Consolidated Financial Statements.
|
CONTRIBUTION VALUE ALLOCATION
|
|||
Personal Property Subtotal
|
|
$3,914,297
|
|
Real Property, Building & Improvements
|
|
$3,600,000
|
|
Total:
|
|
$7,514,297
|
|
MEMBER:
|
CLEAN ENERGY,
a California corporation |
Exhibit A
|
— Description of Real Property
|
Exhibit B
|
— Description of Personal Property
|
Exhibit C
|
— Warranty Deed
|
Exhibit D
|
— Warranty Bill of Transfer
|
Exhibit E
|
— Assignment of Intangible Property
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSIGNEE:
|
NG ADVANTAGE LLC,
a Delaware limited liability company |
ASSIGNOR:
|
CLEAN ENERGY,
a California corporation |
a.
|
Authorization.
|
b.
|
Issuance of Series A Units.
|
2.1
|
Closing.
|
2.2
|
Issuance and Delivery.
|
3.1
|
Organization, Good Standing and Qualification.
|
3.2
|
Capitalization.
|
3.3
|
Authorization.
|
3.4
|
Governmental Consents.
|
3.1
|
Offering.
|
3.2
|
Compliance.
|
3.3
|
No “Bad Actor” Disqualification Events.
|
3.4
|
Disclosure.
|
4.1
|
No Registration.
|
4.2
|
Investment Intent.
|
4.3
|
Investment Experience.
|
a.
|
Speculative Nature of Investment.
|
b.
|
Accredited Investor.
|
c.
|
Rule 144.
|
d.
|
No Public Market.
|
e.
|
Authorization.
|
f.
|
Legends.
|
5.1
|
Representations and Warranties.
|
5.2
|
Covenants.
|
5.3
|
Blue Sky.
|
5.4
|
Operating Agreement.
|
5.5
|
Closing Deliverables.
|
5.6
|
Contribution Agreement.
|
5.7
|
Permits, Qualifications and Consents.
|
5.8
|
Proceedings and Documents.
|
5.9
|
Waiver of Rights.
|
6.1
|
Representations and Warranties.
|
6.2
|
Covenants.
|
7.1
|
Amendment.
|
7.2
|
Notices.
|
7.3
|
Governing Law.
|
7.4
|
Expenses.
|
7.5
|
Survival; Indemnification.
|
7.6
|
Successors and Assigns.
|
7.7
|
Entire Agreement.
|
7.8
|
No Waiver.
|
7.9
|
Remedies.
|
7.10
|
Severability.
|
7.11
|
Counterparts.
|
7.12
|
Telecopy Execution and Delivery.
|
7.13
|
Jurisdiction; Venue.
|
7.14
|
Titles and Subtitles.
|
7.15
|
Further Assurances.
|
7.16
|
Jury Trial.
|
|
CLEAN ENERGY
a California corporation
|
|
By_______________________________
Name:
Title:
|
|
NG ADVANTAGE LLC
a Delaware limited liability company
|
|
By_______________________________
Name:
Title:
|
•
Option #442; termination date: 12/10/18
|
•
Option #583; termination date: 1/2/19
|
•
Option #2058; termination date: 2/27/25
|
•
Option #2396; termination date: 1/5/26
|
•
Option #2668; termination date: 1/13/27
•
RSU #2057
•
RSU #2397
•
RSU #2669
|
/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: November 2, 2017
|
|
|
|
|
|
/s/ ROBERT M. VREELAND
|
|
|
Name:
|
Robert M. Vreeland
|
|
Title:
|
Chief Financial Officer
(Principal Financial Officer)
|
|