|
Title of each class
|
|
Name each exchange on which registered
|
|
Ticker symbol
|
Common stock, $0.0001 par value per share
|
|
Nasdaq Global Select Market
|
|
CLNE
|
|
|
|
|
|
|
|
|
December 31,
2018 |
|
March 31,
2019 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash, cash equivalents and current portion of restricted cash
|
$
|
30,624
|
|
|
$
|
28,763
|
|
Short-term investments
|
65,646
|
|
|
66,164
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $1,919 and $1,984 as of December 31, 2018 and March 31, 2019, respectively
|
68,865
|
|
|
70,341
|
|
||
Other receivables
|
15,544
|
|
|
9,198
|
|
||
Derivative assets, related party
|
1,508
|
|
|
728
|
|
||
Inventory
|
34,975
|
|
|
32,653
|
|
||
Prepaid expenses and other current assets
|
8,444
|
|
|
8,769
|
|
||
Total current assets
|
225,606
|
|
|
216,616
|
|
||
Operating lease right-of-use assets
|
—
|
|
|
23,801
|
|
||
Land, property and equipment, net
|
350,568
|
|
|
338,192
|
|
||
Long-term portion of restricted cash
|
4,000
|
|
|
4,848
|
|
||
Notes receivable and other long-term assets, net
|
17,470
|
|
|
16,948
|
|
||
Long-term portion of derivative assets, related party
|
8,824
|
|
|
4,634
|
|
||
Investments in other entities
|
26,079
|
|
|
25,842
|
|
||
Goodwill
|
64,328
|
|
|
64,328
|
|
||
Intangible assets, net
|
2,207
|
|
|
1,951
|
|
||
Total assets
|
$
|
699,082
|
|
|
$
|
697,160
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of debt
|
$
|
4,712
|
|
|
$
|
5,344
|
|
Current portion of finance lease obligations
|
693
|
|
|
695
|
|
||
Current portion of operating lease obligations
|
—
|
|
|
3,545
|
|
||
Accounts payable
|
19,024
|
|
|
15,413
|
|
||
Accrued liabilities
|
48,469
|
|
|
36,754
|
|
||
Deferred revenue
|
7,361
|
|
|
6,858
|
|
||
Total current liabilities
|
80,259
|
|
|
68,609
|
|
||
Long-term portion of debt
|
75,003
|
|
|
76,501
|
|
||
Long-term portion of finance lease obligations
|
3,776
|
|
|
3,718
|
|
||
Long-term portion of operating lease obligations
|
—
|
|
|
21,621
|
|
||
Other long-term liabilities
|
15,035
|
|
|
12,732
|
|
||
Total liabilities
|
174,073
|
|
|
183,181
|
|
||
Commitments and contingencies (Note 17)
|
|
|
|
|
|
||
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 304,000,000 shares as of December 31, 2018 and March 31, 2019, respectively; issued and outstanding 203,599,892 shares and 204,651,932 shares as of December 31, 2018 and March 31, 2019, respectively
|
20
|
|
|
20
|
|
||
Additional paid-in capital
|
1,198,769
|
|
|
1,200,418
|
|
||
Accumulated deficit
|
(688,653
|
)
|
|
(699,599
|
)
|
||
Accumulated other comprehensive loss
|
(2,138
|
)
|
|
(1,764
|
)
|
||
Total Clean Energy Fuels Corp. stockholders’ equity
|
507,998
|
|
|
499,075
|
|
||
Noncontrolling interest in subsidiary
|
17,011
|
|
|
14,904
|
|
||
Total stockholders’ equity
|
525,009
|
|
|
513,979
|
|
||
Total liabilities and stockholders’ equity
|
$
|
699,082
|
|
|
$
|
697,160
|
|
|
Three Months Ended
March 31, |
|
||||||
|
2018
|
|
2019
|
|
||||
Revenue:
|
|
|
|
|
||||
Product revenue
|
$
|
92,251
|
|
|
$
|
68,448
|
|
|
Service revenue
|
10,152
|
|
|
9,250
|
|
|
||
Total revenue
|
102,403
|
|
|
77,698
|
|
|
||
Operating expenses:
|
|
|
|
|
||||
Cost of sales (exclusive of depreciation and amortization shown separately below):
|
|
|
|
|
||||
Product cost of sales
|
50,199
|
|
|
54,430
|
|
|
||
Service cost of sales
|
4,597
|
|
|
4,398
|
|
|
||
Change in fair value of derivative warrants
|
(21
|
)
|
|
1,614
|
|
|
||
Selling, general and administrative
|
18,858
|
|
|
18,434
|
|
|
||
Depreciation and amortization
|
12,801
|
|
|
12,479
|
|
|
||
Total operating expenses
|
86,434
|
|
|
91,355
|
|
|
||
Operating income (loss)
|
15,969
|
|
|
(13,657
|
)
|
|
||
Interest expense
|
(4,503
|
)
|
|
(1,891
|
)
|
|
||
Interest income
|
575
|
|
|
580
|
|
|
||
Other income (expense), net
|
(12
|
)
|
|
2,670
|
|
|
||
Loss from equity method investments
|
(1,468
|
)
|
|
(467
|
)
|
|
||
Income (loss) before income taxes
|
10,561
|
|
|
(12,765
|
)
|
|
||
Income tax expense
|
(88
|
)
|
|
(60
|
)
|
|
||
Net income (loss)
|
10,473
|
|
|
(12,825
|
)
|
|
||
Loss attributable to noncontrolling interest
|
1,749
|
|
|
1,879
|
|
|
||
Net income (loss) attributable to Clean Energy Fuels Corp.
|
$
|
12,222
|
|
|
$
|
(10,946
|
)
|
|
Income (loss) per share:
|
|
|
|
|
||||
Basic
|
$
|
0.08
|
|
|
$
|
(0.05
|
)
|
|
Diluted
|
$
|
0.08
|
|
|
$
|
(0.05
|
)
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
||||
Basic
|
152,194,695
|
|
|
204,196,669
|
|
|
||
Diluted
|
156,643,092
|
|
|
204,196,669
|
|
|
|
Clean Energy Fuels Corp.
|
|
Noncontrolling Interest
|
|
Total
|
||||||||||||||||||
|
Three Months Ended
March 31, |
|
Three Months Ended
March 31, |
|
Three Months Ended
March 31, |
||||||||||||||||||
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
||||||||||||
Net income (loss)
|
$
|
12,222
|
|
|
$
|
(10,946
|
)
|
|
$
|
(1,749
|
)
|
|
$
|
(1,879
|
)
|
|
$
|
10,473
|
|
|
$
|
(12,825
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments, net of $0 tax in 2018 and 2019
|
(78
|
)
|
|
308
|
|
|
—
|
|
|
—
|
|
|
(78
|
)
|
|
308
|
|
||||||
Unrealized gains on available-for-sale securities, net of $0 tax in 2018 and 2019
|
53
|
|
|
66
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|
66
|
|
||||||
Total other comprehensive income (loss)
|
(25
|
)
|
|
374
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
374
|
|
||||||
Comprehensive income (loss)
|
$
|
12,197
|
|
|
$
|
(10,572
|
)
|
|
$
|
(1,749
|
)
|
|
$
|
(1,879
|
)
|
|
$
|
10,448
|
|
|
$
|
(12,451
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Additional
Paid-In Capital |
|
Accumulated
Deficit |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Noncontrolling
Interest in Subsidiary |
|
Total
Stockholders ’ Equity |
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
|
||||||||||||||||||
Balance, December 31, 2018
|
203,599,892
|
|
|
$
|
20
|
|
|
$
|
1,198,769
|
|
|
$
|
(688,653
|
)
|
|
$
|
(2,138
|
)
|
|
$
|
17,011
|
|
|
$
|
525,009
|
|
|
Issuance of common stock, net of offering costs
|
1,052,040
|
|
|
—
|
|
|
175
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
175
|
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
1,246
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,246
|
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,946
|
)
|
|
—
|
|
|
(1,879
|
)
|
|
(12,825
|
)
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
374
|
|
|
—
|
|
|
374
|
|
|
||||||
Increase in ownership in subsidiary
|
—
|
|
|
—
|
|
|
228
|
|
|
—
|
|
|
—
|
|
|
(228
|
)
|
|
—
|
|
|
||||||
Balance, March 31, 2019
|
204,651,932
|
|
|
$
|
20
|
|
|
$
|
1,200,418
|
|
|
$
|
(699,599
|
)
|
|
$
|
(1,764
|
)
|
|
$
|
14,904
|
|
|
$
|
513,979
|
|
|
|
Three Months Ended
March 31, |
||||||
|
2018
|
|
2019
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
10,473
|
|
|
$
|
(12,825
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization expense
|
12,801
|
|
|
12,479
|
|
||
Provision for doubtful accounts, notes and inventory
|
227
|
|
|
300
|
|
||
Stock-based compensation expense
|
1,898
|
|
|
1,246
|
|
||
Change in fair value of derivative instruments
|
(21
|
)
|
|
6,584
|
|
||
Amortization of discount and debt issuance cost
|
198
|
|
|
(150
|
)
|
||
Loss (gain) on disposal of property and equipment
|
866
|
|
|
(2,680
|
)
|
||
Loss from equity method investments
|
1,468
|
|
|
467
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts and other receivables
|
(36,796
|
)
|
|
(5
|
)
|
||
Inventory
|
(2,704
|
)
|
|
2,023
|
|
||
Prepaid expenses and other assets
|
(1,525
|
)
|
|
558
|
|
||
Accounts payable
|
3,970
|
|
|
(1,208
|
)
|
||
Deferred revenue
|
3,914
|
|
|
(3,485
|
)
|
||
Accrued expenses and other
|
2,882
|
|
|
(11,533
|
)
|
||
Net cash used in operating activities
|
(2,349
|
)
|
|
(8,229
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of short-term investments
|
(41,723
|
)
|
|
(26,659
|
)
|
||
Maturities and sales of short-term investments
|
55,181
|
|
|
26,396
|
|
||
Purchases of and deposits on property and equipment
|
(7,131
|
)
|
|
(4,316
|
)
|
||
Payments on and proceeds from sales of loans receivable
|
84
|
|
|
141
|
|
||
Cash received from sale of certain assets of subsidiary, net
|
871
|
|
|
5,114
|
|
||
Proceeds from disposal of property and equipment
|
—
|
|
|
4,388
|
|
||
Net cash provided by investing activities
|
7,282
|
|
|
5,064
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Issuances of common stock
|
—
|
|
|
175
|
|
||
Fees paid for issuances of common stock and debt issuance costs
|
—
|
|
|
(15
|
)
|
||
Proceeds from debt instruments
|
6,261
|
|
|
3,394
|
|
||
Repayment of finance lease obligations and debt instruments
|
(1,234
|
)
|
|
(1,475
|
)
|
||
Net cash provided by financing activities
|
5,027
|
|
|
2,079
|
|
||
Effect of exchange rates on cash, cash equivalents and restricted cash
|
(72
|
)
|
|
73
|
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
9,888
|
|
|
(1,013
|
)
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
37,208
|
|
|
34,624
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
$
|
47,096
|
|
|
$
|
33,611
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Income taxes paid
|
$
|
24
|
|
|
$
|
—
|
|
Interest paid, net of approximately $33 and $80 capitalized, respectively
|
$
|
2,856
|
|
|
$
|
1,756
|
|
|
Three Months Ended
March 31, |
|
||||||
|
2018
|
|
2019
|
|
||||
Volume -related
(1)
|
$
|
67,219
|
|
|
$
|
74,528
|
|
|
Station construction sales
|
5,798
|
|
|
3,170
|
|
|
||
Alternative fuels excise tax credit (“AFTC”)
|
25,481
|
|
|
—
|
|
|
||
Other
|
3,905
|
|
|
—
|
|
|
||
Total revenue
|
$
|
102,403
|
|
|
$
|
77,698
|
|
|
|
December 31, 2018
|
|
March 31, 2019
|
||||
Receivables, net
|
$
|
68,865
|
|
|
$
|
70,341
|
|
|
|
|
|
||||
Contract Assets - Current
|
$
|
656
|
|
|
$
|
843
|
|
Contract Assets - Noncurrent
|
3,825
|
|
|
3,740
|
|
||
Contract Assets - Total
|
$
|
4,481
|
|
|
$
|
4,583
|
|
|
|
|
|
||||
Contract Liabilities - Current
|
$
|
5,513
|
|
|
$
|
5,015
|
|
Contract Liabilities - Noncurrent
|
9,844
|
|
|
6,861
|
|
||
Contract Liabilities - Total
|
$
|
15,357
|
|
|
$
|
11,876
|
|
|
December 31,
2018 |
|
March 31,
2019 |
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
29,844
|
|
|
$
|
27,983
|
|
Restricted cash - standby letter of credit
|
30
|
|
|
30
|
|
||
Restricted cash - held in escrow
|
750
|
|
|
750
|
|
||
Total cash, cash equivalents and current portion of restricted cash
|
$
|
30,624
|
|
|
$
|
28,763
|
|
|
|
|
|
||||
Long-term assets:
|
|
|
|
||||
Restricted cash - standby letter of credit
|
$
|
4,000
|
|
|
$
|
4,000
|
|
Restricted cash - held in escrow
|
—
|
|
|
848
|
|
||
Total long-term portion of restricted cash
|
$
|
4,000
|
|
|
$
|
4,848
|
|
|
|
|
|
||||
Total cash, cash equivalents and restricted cash
|
$
|
34,624
|
|
|
$
|
33,611
|
|
|
Amortized Cost
|
|
Gross Unrealized
Losses
|
|
Estimated Fair
Value
|
||||||
Municipal bonds and notes
|
$
|
9,210
|
|
|
$
|
(19
|
)
|
|
$
|
9,191
|
|
Zero coupon bonds
|
29,823
|
|
|
(28
|
)
|
|
29,795
|
|
|||
Corporate bonds
|
26,175
|
|
|
(22
|
)
|
|
26,153
|
|
|||
Certificates of deposit
|
507
|
|
|
—
|
|
|
507
|
|
|||
Total short-term investments
|
$
|
65,715
|
|
|
$
|
(69
|
)
|
|
$
|
65,646
|
|
|
Amortized Cost
|
|
Gross Unrealized
Gains (Losses)
|
|
Estimated Fair
Value
|
||||||
Municipal bonds and notes
|
$
|
20,458
|
|
|
$
|
2
|
|
|
$
|
20,460
|
|
Zero coupon bonds
|
23,466
|
|
|
(3
|
)
|
|
23,463
|
|
|||
Corporate bonds
|
21,736
|
|
|
(2
|
)
|
|
21,734
|
|
|||
Certificates of deposit
|
507
|
|
|
—
|
|
|
507
|
|
|||
Total short-term investments
|
$
|
66,167
|
|
|
$
|
(3
|
)
|
|
$
|
66,164
|
|
|
Gross Amounts Recognized
|
|
Gross Amounts Offset
|
|
Net Amount Presented
|
|
||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|||
Current portion of derivative assets, related party
|
$
|
1,508
|
|
|
$
|
—
|
|
|
$
|
1,508
|
|
|
Long-term portion of derivative assets, related party
|
8,824
|
|
|
—
|
|
|
8,824
|
|
|
|||
Total derivative assets
|
$
|
10,332
|
|
|
$
|
—
|
|
|
$
|
10,332
|
|
|
|
Gross Amounts Recognized
|
|
Gross Amounts Offset
|
|
Net Amount Presented
|
|
||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|||
Current portion of derivative assets, related party
|
$
|
728
|
|
|
$
|
—
|
|
|
$
|
728
|
|
|
Long-term portion of derivative assets, related party
|
4,634
|
|
|
—
|
|
|
4,634
|
|
|
|||
Total derivative assets
|
$
|
5,362
|
|
|
$
|
—
|
|
|
$
|
5,362
|
|
|
|
|
December 31, 2018
|
|
March 31, 2019
|
||||||||||
Year
|
|
Volumes (Diesel Gallons)
|
|
Weighted -Average Price per Diesel Gallon
|
|
Volumes (Diesel Gallons)
|
|
Weighted -Average Price per Diesel Gallon
|
||||||
2019
|
|
3,125,000
|
|
|
$
|
3.18
|
|
|
3,125,000
|
|
|
$
|
3.18
|
|
2020
|
|
5,000,000
|
|
|
$
|
3.18
|
|
|
5,000,000
|
|
|
$
|
3.18
|
|
2021
|
|
5,000,000
|
|
|
$
|
3.18
|
|
|
5,000,000
|
|
|
$
|
3.18
|
|
2022
|
|
5,000,000
|
|
|
$
|
3.18
|
|
|
5,000,000
|
|
|
$
|
3.18
|
|
2023
|
|
5,000,000
|
|
|
$
|
3.18
|
|
|
5,000,000
|
|
|
$
|
3.18
|
|
2024
|
|
1,875,000
|
|
|
$
|
3.18
|
|
|
1,875,000
|
|
|
$
|
3.18
|
|
|
|
December 31, 2018
|
|
March 31, 2019
|
||||||||
Significant Unobservable Inputs
|
|
Input Range
|
|
Weighted Average
|
|
Input Range
|
|
Weighted Average
|
||||
ULSD Gulf Coast Forward Curve
|
|
$1.71 - $1.79
|
|
$
|
1.75
|
|
|
$1.90 - $1.96
|
|
$
|
1.93
|
|
Historical Differential to PADD 3 Diesel
|
|
$0.76 - $1.16
|
|
$
|
0.89
|
|
|
$0.76 - $1.16
|
|
$
|
0.89
|
|
Historical Differential to PADD 5 Diesel
|
|
$1.22 - $2.12
|
|
$
|
1.55
|
|
|
$1.25 - $2.14
|
|
$
|
1.59
|
|
|
|
December 31, 2018
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities
(1)
:
|
|
|
|
|
|
|
|
|
||||||||
Municipal bonds and notes
|
|
$
|
9,191
|
|
|
$
|
—
|
|
|
$
|
9,191
|
|
|
$
|
—
|
|
Zero coupon bonds
|
|
29,795
|
|
|
—
|
|
|
29,795
|
|
|
—
|
|
||||
Corporate bonds
|
|
26,153
|
|
|
—
|
|
|
26,153
|
|
|
—
|
|
||||
Certificates of deposit
(1)
|
|
507
|
|
|
—
|
|
|
507
|
|
|
—
|
|
||||
Commodity swap contracts
(2)
|
|
10,332
|
|
|
—
|
|
|
—
|
|
|
10,332
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Warrants
(3)
|
|
$
|
1,079
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,079
|
|
|
|
March 31, 2019
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale debt securities
(1)
:
|
|
|
|
|
|
|
|
|
||||||||
Municipal bonds and notes
|
|
$
|
20,460
|
|
|
$
|
—
|
|
|
$
|
20,460
|
|
|
$
|
—
|
|
Zero coupon bonds
|
|
23,463
|
|
|
—
|
|
|
23,463
|
|
|
—
|
|
||||
Corporate bonds
|
|
21,734
|
|
|
—
|
|
|
21,734
|
|
|
—
|
|
||||
Certificates of deposit
(1)
|
|
507
|
|
|
—
|
|
|
507
|
|
|
—
|
|
||||
Commodity swap contracts
(2)
|
|
5,362
|
|
|
—
|
|
|
—
|
|
|
5,362
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Warrants
(3)
|
|
$
|
2,693
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,693
|
|
|
Assets: Commodity Swap Contracts
|
|
Liabilities: Warrants
|
|
||||
Balance as of December 31, 2017
|
$
|
—
|
|
|
$
|
(536
|
)
|
|
Gain (loss) included in earnings
|
—
|
|
|
21
|
|
|
||
Balance as of March 31, 2018
|
$
|
—
|
|
|
$
|
(515
|
)
|
|
|
|
|
|
|
||||
Balance as of December 31, 2018
|
$
|
10,332
|
|
|
$
|
(1,079
|
)
|
|
Gain (loss) included in earnings
|
(4,970
|
)
|
|
(1,614
|
)
|
|
||
Balance as of March 31, 2019
|
$
|
5,362
|
|
|
$
|
(2,693
|
)
|
|
|
December 31,
2018 |
|
March 31,
2019 |
||||
Loans to customers to finance vehicle purchases
|
$
|
276
|
|
|
$
|
1,887
|
|
Accrued customer billings
|
6,261
|
|
|
5,382
|
|
||
Fuel tax credits
|
434
|
|
|
434
|
|
||
Other
|
8,573
|
|
|
1,495
|
|
||
Total other receivables
|
$
|
15,544
|
|
|
$
|
9,198
|
|
|
December 31,
2018 |
|
March 31,
2019 |
||||
Raw materials and spare parts
|
$
|
34,890
|
|
|
$
|
32,565
|
|
Finished goods
|
85
|
|
|
88
|
|
||
Total inventory
|
$
|
34,975
|
|
|
$
|
32,653
|
|
|
December 31,
2018 |
|
March 31,
2019 |
||||
Land
|
$
|
3,681
|
|
|
$
|
3,681
|
|
LNG liquefaction plants
|
94,633
|
|
|
94,633
|
|
||
Station equipment
|
319,119
|
|
|
315,694
|
|
||
Trailers
|
75,901
|
|
|
75,221
|
|
||
Other equipment
|
97,268
|
|
|
97,793
|
|
||
Construction in progress
|
73,485
|
|
|
74,346
|
|
||
|
664,087
|
|
|
661,368
|
|
||
Less: accumulated depreciation
|
(313,519
|
)
|
|
(323,176
|
)
|
||
Total land, property and equipment, net
|
$
|
350,568
|
|
|
$
|
338,192
|
|
|
December 31,
2018 |
|
March 31,
2019 |
||||
Accrued alternative fuels incentives
|
$
|
6,923
|
|
|
$
|
5,969
|
|
Accrued employee benefits
|
2,248
|
|
|
2,673
|
|
||
Accrued interest
|
78
|
|
|
1,135
|
|
||
Accrued gas and equipment purchases
|
12,833
|
|
|
8,577
|
|
||
Accrued property and other taxes
|
3,397
|
|
|
3,001
|
|
||
Accrued salaries and wages
|
8,609
|
|
|
4,159
|
|
||
Other
|
14,381
|
|
|
11,240
|
|
||
Total accrued liabilities
|
$
|
48,469
|
|
|
$
|
36,754
|
|
|
December 31, 2018
|
||||||||||
|
Principal Balances
|
|
Unamortized Debt Financing Costs
|
|
Balance, Net of Financing Costs
|
||||||
7.5% Notes
|
$
|
50,000
|
|
|
$
|
58
|
|
|
$
|
49,942
|
|
NG Advantage debt
|
28,904
|
|
|
155
|
|
|
28,749
|
|
|||
Other debt
|
1,024
|
|
|
—
|
|
|
1,024
|
|
|||
Total debt
|
79,928
|
|
|
213
|
|
|
79,715
|
|
|||
Less amounts due within one year
|
(4,811
|
)
|
|
(99
|
)
|
|
(4,712
|
)
|
|||
Total long-term debt
|
$
|
75,117
|
|
|
$
|
114
|
|
|
$
|
75,003
|
|
|
March 31, 2019
|
||||||||||
|
Principal Balances
|
|
Unamortized Debt Financing Costs
|
|
Balance Net of Financing Costs
|
||||||
7.5% Notes
|
$
|
50,000
|
|
|
$
|
48
|
|
|
$
|
49,952
|
|
NG Advantage debt
|
31,065
|
|
|
141
|
|
|
30,924
|
|
|||
Other debt
|
969
|
|
|
—
|
|
|
969
|
|
|||
Total debt
|
82,034
|
|
|
189
|
|
|
81,845
|
|
|||
Less amounts due within one year
|
(5,402
|
)
|
|
(58
|
)
|
|
(5,344
|
)
|
|||
Total long-term debt
|
$
|
76,632
|
|
|
$
|
131
|
|
|
$
|
76,501
|
|
|
Three Months Ended
March 31, |
|
||||
|
2018
|
|
2019
|
|
||
Weighted-average common shares outstanding
|
152,194,695
|
|
|
204,196,669
|
|
|
Dilutive effect of potential common shares from restricted stock units and stock options
|
4,448,397
|
|
|
—
|
|
|
Weighted-average common shares outstanding -diluted
|
156,643,092
|
|
|
204,196,669
|
|
|
|
Three Months Ended
March 31, |
|
||||
|
2018
|
|
2019
|
|
||
Stock options
|
8,573,749
|
|
|
10,300,404
|
|
|
Convertible notes
|
14,991,521
|
|
|
3,164,557
|
|
|
Restricted stock units
|
—
|
|
|
1,305,672
|
|
|
Total
|
23,565,270
|
|
|
14,770,633
|
|
|
|
Three Months Ended
March 31, |
|
||||||
|
2018
|
|
2019
|
|
||||
Stock-based compensation expense, net of $0 tax in 2018 and 2019
|
$
|
1,898
|
|
|
$
|
1,246
|
|
|
|
March 31, 2019
|
|
||
Finance leases:
|
|
|
||
Land, property and equipment, gross
|
$
|
5,299
|
|
|
Accumulated depreciation
|
(1,803
|
)
|
|
|
Land, property and equipment, net
|
$
|
3,496
|
|
|
|
|
|
||
Current portion of finance lease obligations
|
$
|
695
|
|
|
Long-term portion of finance lease obligations
|
3,718
|
|
|
|
Total finance lease liabilities
|
$
|
4,413
|
|
|
|
|
|
||
Operating leases:
|
|
|
||
Operating lease right-of-use assets
(1)
|
$
|
23,801
|
|
|
|
|
|
||
Current portion of operating lease obligations
|
$
|
3,545
|
|
|
Long-term portion of operating lease obligations
|
21,621
|
|
|
|
Total operating lease liabilities
|
$
|
25,166
|
|
|
|
March 31, 2019
|
||||||
|
Assets
|
|
Liabilities
|
||||
Real estate for fueling stations
|
$
|
17,370
|
|
|
$
|
17,370
|
|
LNG plant, office spaces and warehouses
|
6,419
|
|
|
7,784
|
|
||
Office equipment
|
12
|
|
|
12
|
|
||
Total operating lease right-of-use assets
|
$
|
23,801
|
|
|
$
|
25,166
|
|
|
March 31, 2019
|
|
||
Finance leases:
|
|
|
||
Depreciation on assets under finance leases
|
$
|
259
|
|
|
Interest on lease liabilities
|
49
|
|
|
|
Total finance leases expense
|
$
|
308
|
|
|
|
|
|
||
Operating leases:
|
|
|
||
Lease expense
|
$
|
1,239
|
|
|
Lease expense on short-term leases
|
1,090
|
|
|
|
Variable lease expense
|
631
|
|
|
|
Sublease income
|
(52
|
)
|
|
|
Total operating leases expense
|
$
|
2,908
|
|
|
|
March 31, 2019
|
|
||
Operating cash outflows from finance leases
|
$
|
(49
|
)
|
|
Operating cash outflows from operating leases
|
$
|
(1,224
|
)
|
|
Financing cash outflows from finance leases
|
$
|
(184
|
)
|
|
|
|
|
|
|
Assets obtained in exchange for new finance lease liabilities
(1)
|
$
|
129
|
|
|
|
|
|
||
Weighted-average remaining lease term - finance leases
|
5.2 years
|
|
|
|
Weighted-average remaining lease term - operating leases
|
11.5 years
|
|
|
|
|
|
|
||
Weighted-average discount rate - finance leases
|
4.43
|
%
|
|
|
Weighted-average discount rate - operating leases
|
8.16
|
%
|
|
|
Finance Leases
|
|
Operating Leases
|
||||
Fiscal year:
|
|
|
|
||||
2019
|
$
|
686
|
|
|
$
|
3,839
|
|
2020
|
789
|
|
|
4,526
|
|
||
2021
|
686
|
|
|
3,594
|
|
||
2022
|
549
|
|
|
2,641
|
|
||
2023
|
529
|
|
|
2,629
|
|
||
Thereafter
|
1,875
|
|
|
22,919
|
|
||
Total minimum lease payments
|
5,114
|
|
|
40,148
|
|
||
Less amount representing interest
|
(701
|
)
|
|
(14,982
|
)
|
||
Present value of lease liabilities
|
$
|
4,413
|
|
|
$
|
25,166
|
|
Fiscal year:
|
|
|
||
2019
|
$
|
140
|
|
|
2020
|
186
|
|
|
|
2021
|
186
|
|
|
|
2022
|
186
|
|
|
|
2023
|
186
|
|
|
|
Thereafter
|
1,240
|
|
|
|
Total minimum lease payments
|
2,124
|
|
|
|
Less amount representing interest
|
(1,043
|
)
|
|
|
Present value of lease receivables
|
$
|
1,081
|
|
|
Fiscal year:
|
|
|
|
|
2019
|
$
|
6,340
|
|
|
2020
|
4,332
|
|
|
|
2021
|
3,311
|
|
|
|
2022
|
2,409
|
|
|
|
2023
|
2,300
|
|
|
|
Thereafter
|
13,214
|
|
|
|
Total future minimum lease payments
|
$
|
31,906
|
|
|
Fiscal year:
|
|
|
||
2019
|
$
|
883
|
|
|
2020
|
742
|
|
|
|
2021
|
656
|
|
|
|
2022
|
540
|
|
|
|
2023
|
529
|
|
|
|
Thereafter
|
1,868
|
|
|
|
Total minimum lease payments
|
5,218
|
|
|
|
Less amount representing interest
|
(749
|
)
|
|
|
Capital lease obligations
|
4,469
|
|
|
|
Less current portion
|
(693
|
)
|
|
|
Capital lease obligations, less current portion
|
$
|
3,776
|
|
|
|
Balance as of December 31, 2018
|
|
Adjustments Due to ASC 842
|
|
Balance as of January 1, 2019
|
||||||
Operating lease right-of-use assets
|
$
|
—
|
|
|
$
|
24,453
|
|
|
$
|
24,453
|
|
Operating lease obligations
|
$
|
—
|
|
|
$
|
25,943
|
|
|
$
|
25,943
|
|
Accrued liabilities
|
$
|
48,469
|
|
|
$
|
(496
|
)
|
|
$
|
47,973
|
|
Other long-term liabilities
|
$
|
15,035
|
|
|
$
|
(994
|
)
|
|
$
|
14,041
|
|
|
March 31, 2019
|
||||||||||
|
Balance before ASC 842 Adoption
|
|
Effect of Change
|
|
As Reported
|
||||||
Operating lease right-of-use assets
|
$
|
—
|
|
|
$
|
23,801
|
|
|
$
|
23,801
|
|
Current portion of operating lease obligations
|
$
|
—
|
|
|
$
|
3,545
|
|
|
$
|
3,545
|
|
Long-term portion of operating lease obligations
|
$
|
—
|
|
|
$
|
21,621
|
|
|
$
|
21,621
|
|
Accrued liabilities
|
$
|
37,269
|
|
|
$
|
(515
|
)
|
|
$
|
36,754
|
|
Other long-term liabilities
|
$
|
13,582
|
|
|
$
|
(850
|
)
|
|
$
|
12,732
|
|
|
|
Three Months Ended March 31,
|
|
||||||
Revenue (in millions)
|
|
2018
|
|
2019
|
|
||||
Volume -related
(1)
|
|
$
|
67.2
|
|
|
$
|
74.5
|
|
|
Station construction sales
|
|
5.8
|
|
|
3.2
|
|
|
||
AFTC
(2)
|
|
25.5
|
|
|
—
|
|
|
||
Other
|
|
3.9
|
|
|
—
|
|
|
||
Total revenue
|
|
$
|
102.4
|
|
|
$
|
77.7
|
|
|
(1)
|
Our volume-related revenue primarily consists of sales of RNG, CNG and LNG fuel, performance of O&M services, and sales of RINs and LCFS Credits in addition to changes in fair value of our derivative instruments. More information about our volume of fuel and O&M services delivered in the periods is included below under “Key Operating Data,” and our derivative instruments consist of commodity swap contracts (see Note
6
). The following table summarizes our volume-related revenue in the periods:
|
|
|
Three Months Ended March 31,
|
|
||||||
Revenue (in millions)
|
|
2018
|
|
2019
|
|
||||
Fuel sales and performance of O&M services
|
|
$
|
61.6
|
|
|
$
|
69.5
|
|
|
Change in fair value of derivative instruments
|
|
—
|
|
|
(5.0
|
)
|
|
||
RIN Credits
|
|
3.4
|
|
|
6.1
|
|
|
||
LCFS Credits
|
|
2.2
|
|
|
3.9
|
|
|
||
Total volume -related revenue
|
|
$
|
67.2
|
|
|
$
|
74.5
|
|
|
(2)
|
Represents a federal alternative fuels tax credit that we refer to as “AFTC,” which On February 9, 2018, was retroactively reinstated for vehicle fuel sales made in 2017. AFTC is not currently available, and may not be reinstated, for vehicle fuel sales made after December 31, 2017.
|
Gasoline gallon equivalents
delivered (in millions)
|
|
Year Ended
December 31,
2016
|
|
Year Ended
December 31,
2017
|
|
Year Ended
December 31,
2018
|
|
Three Months
Ended March 31, 2018 |
|
Three Months
Ended March 31, 2019 |
|
|||||
CNG
(1)
|
|
259.2
|
|
|
283.4
|
|
|
299.5
|
|
|
70.8
|
|
|
78.5
|
|
|
LNG
|
|
66.8
|
|
|
66.1
|
|
|
66.0
|
|
|
14.3
|
|
|
16.7
|
|
|
RNG
(2)
|
|
3.0
|
|
|
1.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
329.0
|
|
|
351.4
|
|
|
365.5
|
|
|
85.1
|
|
|
95.2
|
|
|
Gasoline gallon equivalents
delivered (in millions)
|
|
Year Ended
December 31,
2016
|
|
Year Ended
December 31,
2017
|
|
Year Ended
December 31,
2018
|
|
Three Months
Ended March 31, 2018 |
|
Three Months
Ended March 31, 2019 |
|
|||||
O&M services
|
|
176.6
|
|
|
199.5
|
|
|
206.1
|
|
|
48.8
|
|
|
49.7
|
|
|
Fuel
(1)
|
|
128.5
|
|
|
127.3
|
|
|
133.6
|
|
|
30.1
|
|
|
39.3
|
|
|
Fuel and O&M services
(3)
|
|
23.9
|
|
|
24.6
|
|
|
25.8
|
|
|
6.2
|
|
|
6.2
|
|
|
Total
|
|
329.0
|
|
|
351.4
|
|
|
365.5
|
|
|
85.1
|
|
|
95.2
|
|
|
Other operating data (in millions)
|
|
Year Ended
December 31,
2016
|
|
Year Ended
December 31,
2017
|
|
Year Ended
December 31,
2018
|
|
Three Months
Ended March 31, 2018 |
|
Three Months
Ended March 31, 2019 |
|
||||||||||
Station construction cost of sales
|
|
$
|
57.0
|
|
|
$
|
47.0
|
|
|
$
|
25.1
|
|
|
$
|
5.9
|
|
|
$
|
3.8
|
|
|
Gross margin
(4)
|
|
$
|
147.1
|
|
|
$
|
85.8
|
|
|
$
|
133.5
|
|
|
$
|
47.6
|
|
|
$
|
17.3
|
|
|
Net loss attributable to Clean Energy Fuels. Corp
(4)
|
|
$
|
(12.2
|
)
|
|
$
|
(79.2
|
)
|
|
$
|
(3.8
|
)
|
|
$
|
12.2
|
|
|
$
|
(10.9
|
)
|
|
|
(3)
|
Represents gasoline gallon equivalents at stations where we provide both fuel and O&M services.
|
(4)
|
Includes the following amounts of AFTC revenue: $26.6 million, $0.0 million, and $26.7 million for the years ended December 31,
2016
,
2017
, and
2018
, respectively, and
$25.5 million
and
$0.0 million
for the
three
months ended
March 31, 2018
and
2019
, respectively.
|
•
|
Revenue recognition;
|
•
|
Impairment of goodwill and long-lived assets;
|
•
|
Income taxes; and
|
•
|
Fair value measurements.
|
|
Three Months Ended March 31,
|
|
||||
|
2018
|
|
2019
|
|
||
Statement of Operations Data:
|
|
|
|
|
|
|
Revenue:
|
|
|
|
|
|
|
Product revenue
|
90.1
|
%
|
|
88.1
|
%
|
|
Service revenue
|
9.9
|
|
|
11.9
|
|
|
Total revenue
|
100.0
|
|
|
100.0
|
|
|
Operating expenses:
|
|
|
|
|
|
|
Cost of sales (exclusive of depreciation and amortization shown separately below):
|
|
|
|
|
|
|
Product cost of sales
|
49.0
|
|
|
70.1
|
|
|
Service cost of sales
|
4.5
|
|
|
5.7
|
|
|
Change in fair value of derivative warrants
|
0.0
|
|
|
2.1
|
|
|
Selling, general and administrative
|
18.4
|
|
|
23.7
|
|
|
Depreciation and amortization
|
12.5
|
|
|
16.1
|
|
|
Total operating expenses
|
84.4
|
|
|
117.7
|
|
|
Operating income (loss)
|
15.6
|
|
|
(17.7
|
)
|
|
Interest expense
|
(4.4
|
)
|
|
(2.4
|
)
|
|
Interest income
|
0.6
|
|
|
0.7
|
|
|
Other income (expense), net
|
0.0
|
|
|
3.4
|
|
|
Loss from equity method investments
|
(1.4
|
)
|
|
(0.6
|
)
|
|
Income (loss) before income taxes
|
10.4
|
|
|
(16.6
|
)
|
|
Income tax expense
|
(0.1
|
)
|
|
(0.1
|
)
|
|
Net income (loss)
|
10.3
|
|
|
(16.7
|
)
|
|
Loss attributable to noncontrolling interest
|
1.7
|
|
|
2.4
|
|
|
Net income (loss) attributable to Clean Energy Fuels Corp.
|
12.0
|
%
|
|
(14.3
|
)%
|
|
•
|
Outstanding surety bonds for construction contracts and general corporate purposes totaling
$30.3 million
;
|
•
|
Two
long-term natural gas contracts with a take-or-pay commitment; and
|
•
|
One long-term natural gas contract with a fixed supply commitment along with a guaranty agreement.
|
•
|
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 benefits of renewable and conventional natural gas relative to gasoline and diesel and other alternative vehicle fuels, including with respect to factors such as supply, cost savings, environmental benefits and safety;
|
•
|
Natural gas vehicle cost, fuel usage, availability, quality, safety, convenience (to fuel and service), design, performance, residual value and operator perception with respect to these factors, generally and in our key customer markets and relative to comparable vehicles powered by other fuels;
|
•
|
The development, production, cost, availability, performance, sales and marketing and reputation of natural gas engines that are well-suited for the vehicles used in our key customer markets, including heavy-duty trucks and other fleets;
|
•
|
Inertia among fleets and fleet vehicle operators, who may be unable or unwilling to prioritize converting a vehicle fleet to natural gas over an operator’s other general business concerns, particularly if the operator lacks demand for the conversion from its customers or drivers;
|
•
|
Increasing competition in the market for vehicle fuels generally, and the nature and effect of competitive developments in this market, including improvements in or perceived advantages of non-natural gas vehicle fuels or engines powered by these fuels;
|
•
|
The availability and effect of environmental, tax or other government regulations, programs or incentives that promote natural gas or other alternatives as a vehicle fuel, including certain programs under which we generate credits by selling conventional and renewable natural gas as a vehicle fuel;
|
•
|
Adoption of government policies or programs or increased publicity or popular sentiment in favor of 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;
|
•
|
The effect of, or potential for changes to, emissions requirements applicable to vehicles powered by gasoline, diesel, natural gas or other vehicle fuels, as well as emissions and other environmental regulations and pressures on crude oil and natural gas fueling stations and drilling, production, importing and transportation methods for these fuels; and
|
•
|
The other risks discussed in these risk factors.
|
•
|
It has a history of net losses and has incurred substantial indebtedness;
|
•
|
NG Advantage will need to raise additional capital, which may not be available or may only be available on onerous terms;
|
•
|
It has considerable obligations under its arrangements with BP and other customers, and if NG Advantage fails to perform under such arrangements it would be subject to significant liquidated damages;
|
•
|
The labor market for truck drivers in very competitive, which increases the difficulty of NG Advantage to meeting its delivery obligations;
|
•
|
NG Advantage often transports CNG in trailers over long distances and the trailers may be involved in accidents or roll-overs; and
|
•
|
NG Advantage has been targeted by environmental groups who seek to disrupt its activities.
|
•
|
Difficulties integrating the operations, personnel, contracts, service providers and technologies of an acquired company or partner;
|
•
|
Diversion of financial and management resources from existing operations or alternative acquisition, investment, strategic or other opportunities;
|
•
|
Failure to realize the anticipated synergies or other benefits of a transaction or relationship;
|
•
|
Failure to identify all of the operating problems, liabilities, shortcomings or other challenges associated with a company or asset we may partner with, invest in or acquire, including issues related to regulatory compliance practices, revenue recognition or other accounting practices, intellectual property rights, employee, customer or vendor relationships, or differing business strategies, approaches, cultures or goals;
|
•
|
Risks of entering new customer or geographic markets in which we may have limited or no experience, including, among others, challenges satisfying differing customer demands and preferences and complying with differing laws and regulations, as well as risks related to political and economic instability in some regions, trade restrictions or barriers and currency exchange or repatriation uncertainties;
|
•
|
Potential loss of an acquired company’s or partner’s key employees, customers or vendors in the event of an acquisition or investment, or potential loss of our assets (and their associated revenue streams), employees or customers in the event of a divestiture or other strategic transaction;
|
•
|
Risks associated with any joint venture or other collaboration relationship we may pursue, including as a result of our relinquishing 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;
|
•
|
Incurrence of substantial costs or debt or equity dilution to fund an acquisition, investment or other transaction or relationship, and any inability to generate sufficient revenue from the transaction or relationship to offset such costs;
|
•
|
Possible write-offs or impairment charges relating to any businesses we partner with, invest in or acquire; and
|
•
|
The occurrence of many of the risks described above if we fail to accurately predict trends in our key markets, which could lead us to neglect opportunities that ultimately capitalize on these trends or, conversely, pursue transactions that do not best serve our markets or customers over the long term.
|
•
|
The factors that may influence the adoption of natural gas as a vehicle fuel, as discussed in these risk factors;
|
•
|
Our ability to implement our business plans and initiatives and their anticipated, perceived or actual level of success;
|
•
|
Failure to meet or exceed the financial guidance we have provided to the public or the estimates and projections of the investment community;
|
•
|
The success of our
Zero Now
truck financing program;
|
•
|
The market’s perception of the success and importance of any of our acquisitions, divestitures, investments or other strategic relationships or transactions;
|
•
|
Changes in political, regulatory, economic and market conditions;
|
•
|
Changes to our management, including officer or director departures, replacements or other changes;
|
•
|
Our issuance of additional shares of our common stock (or securities convertible into or exchangeable for our common stock);
|
•
|
A change in the trading volume of our common stock; and
|
•
|
The other risks described in these risk factors.
|
Exhibit Number
|
|
Description
|
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
32.1**
|
|
|
|
|
|
10.131*
|
|
|
|
|
|
10.132*
|
|
|
|
|
|
101*
|
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, formatted in XBRL (eXtensible Business Reporting Language):
|
|
|
(i) Condensed Consolidated Balance Sheets as of December 31, 2018 and March 31, 2019;
|
|
|
(ii) Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2018 and 2019;
|
|
|
(iii) Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2018 and 2019;
|
|
|
(iv) Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2018 and 2019; and
|
|
|
(v) Notes to Condensed Consolidated Financial Statements.
|
|
CLEAN ENERGY FUELS CORP.
|
|
|
|
|
Date: May 9, 2019
|
By:
|
/s/ ROBERT M. VREELAND
|
|
|
Robert M. Vreeland
|
|
|
Chief Financial Officer
(Principal financial officer and duly authorized to sign on behalf of the registrant)
|
a.
|
Authorization, Sale and Issuance of Note.
|
2.1
|
Closing.
|
2.2
|
Issuance and Delivery.
|
3.1
|
Organization, Good Standing and Qualification.
|
3.2
|
Issuance.
|
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.
|
Residency.
|
d.
|
Rule 144.
|
e.
|
No Public Market.
|
f.
|
Authorization.
|
g.
|
Legends.
|
5.1
|
Representations and Warranties.
|
5.2
|
Covenants.
|
5.3
|
State Securities Laws.
|
5.4
|
Operating Agreement Amendment.
|
5.5
|
Permits, Qualifications and Consents.
|
5.6
|
Proceedings and Documents.
|
5.7
|
Waiver of Rights.
|
6.1
|
Representations and Warranties.
|
6.2
|
Covenants.
|
7.1
|
Amendment.
|
7.2
|
Notices.
|
7.3
|
Governing Law.
|
7.4
|
Reserved.
|
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.
|
|
NG ADVANTAGE LLC
a Delaware limited liability company
|
|
By
/s/ Michael M. Parker
Name: Michael M. Parker
Title: Acting CFO
|
|
CLEAN ENERGY
a California corporation
|
|
By
/s/ Andrew J. Littlefair
Name: Andrew J. Littlefair
Title: President and Chief Executive Officer
|
/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: May 9, 2019
|
|
|
|
|
|
/s/ ROBERT M. VREELAND
|
|
|
Name:
|
Robert M. Vreeland
|
|
Title:
|
Chief Financial Officer
(Principal Financial Officer)
|
|