UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One) | ||
ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended: December 31, 2017 | ||
or | ||
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
Commission File Number: 001-33480
CLEAN ENERGY FUELS CORP.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) | 33-0968580 (IRS Employer Identification No.) | |
4675 MacArthur Court, Suite 800, Newport Beach, CA 92660 (Address of principal executive offices, including zip code) | ||
(949) 437-1000 (Registrant's telephone number, including area code) | ||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |
Common Stock, par value $0.0001 per share | The Nasdaq Stock Market | |
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer x | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o | Emerging growth company o | ||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). Yes o No x
The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2017, the last business day of the registrant's most recently completed second fiscal quarter, was approximately $343,111,833 (computed by reference to the price at which the registrant's common stock was last sold on such date, as reported by The Nasdaq Global Select Market). Shares of common stock held by the registrant's officers and directors and beneficial owners of 10% or more of the outstanding shares of the registrant's common stock have been excluded from the calculation of this amount because such persons may be deemed to be affiliates of the registrant; however, the treatment of these persons as affiliates of the registrant for purposes of the calculation of this amount is not, and shall not be considered, a determination as to whether any such person is an affiliate of the registrant for any other purpose.
As of March 6, 2018, the number of outstanding shares of the registrant's common stock was 152,394,550.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive proxy statement for its 2018 annual meeting of stockholders are incorporated in Part III of this report by reference, to the extent stated therein.
EXPLANATORY NOTE
The undersigned registrant is filing this Amendment No. 1 to Form 10-K (this “Amendment”) for the sole purpose of including hyperlinks to all exhibits listed in the Exhibit Index included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (the “Original Annual Report”), as filed with the Securities and Exchange Commission (the “SEC”) on March 13, 2018. As a result, and in accordance with applicable SEC rules, this Amendment hereby amends and restates in its entirety Item 15 of Part IV of the Original Annual Report as set forth herein.
Except as expressly described above and as set forth herein, this Amendment does not modify the Original Annual Report in any way, including, without limitation, to reflect events occurring after the date of, or update any of the disclosures included in, the Original Annual Report. Accordingly, this Amendment should be read in conjunction with the Original Annual Report in all respects, as well as with the registrant’s other documents filed with the SEC subsequent to the Original Annual Report.
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Item 15. Exhibits and Financial Statement Schedules.
(a)(1) Consolidated Financial Statements
The following items are filed in Part II, Item 8 of this report:
Report of Independent Registered Public Accounting Firm |
Consolidated Balance Sheets |
Consolidated Statements of Operations |
Consolidated Statements of Comprehensive Loss |
Consolidated Statements of Stockholders' Equity |
Consolidated Statements of Cash Flows |
Notes to Consolidated Financial Statements |
(a)(2) Financial Statement Schedules
The financial statement schedule set forth below is filed as a part of this report. All other schedules have been omitted because they are not required, not applicable, or the required information is otherwise included.
Schedule II - Valuation and Qualifying Accounts
(In thousands) | ||||||||
Allowances for Doubtful Trade Receivables | Allowance for Doubtful Notes Receivables | |||||||
Balance as of December 31, 2014 | $ | 752 | $ | 2,850 | ||||
Charges (benefit) to operations | 1,514 | 1,142 | ||||||
Deductions | (371 | ) | (2 | ) | ||||
Balance as of December 31, 2015 | 1,895 | 3,990 | ||||||
Charges (benefit) to operations | 1,107 | 1,617 | ||||||
Deductions | (1,939 | ) | (4,377 | ) | ||||
Balance as of December 31, 2016 | 1,063 | 1,230 | ||||||
Charges (benefit) to operations | 395 | 3,344 | ||||||
Deductions | (182 | ) | (30 | ) | ||||
Balance as of December 31, 2017 | $ | 1,276 | $ | 4,544 | ||||
(a)(3) Exhibits
The information required by this Item 15(a)(3) is set forth on the exhibit index, which immediately precedes the signature page to this report and is incorporated herein by reference.
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EXHIBIT INDEX
Exhibit Number | Incorporated herein by reference to the following filings: | |||||
Description | Form | Filed on | ||||
2.11§ | Filed as Exhibit 2.11 to the Current Report on Form 8-K. | March 1, 2017 | ||||
2.12 | Filed as Exhibit 2.12 to the Current Report on Form 8-K. | November 27, 2017 | ||||
3.1 | Filed as Exhibit 3.1.2 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2014. | August 7, 2014 | ||||
3.2 | Filed as Exhibit 3.2 to the Current Report on Form 8-K. | February 23, 2011 | ||||
3.2.1 | Filed as Exhibit 3.2.1 to the Current Report on Form 8-K. | February 27, 2014 | ||||
4.1 | Filed as Exhibit 4.1 to the Registration Statement on Form S-1, as amended. | March 27, 2007 | ||||
4.10 | Filed as Exhibit 4.9 to the Current Report on Form 8-K. | June 18, 2013 | ||||
4.11 | Filed as Exhibit 4.11 to the Current Report on Form 8-K. | September 16, 2013 | ||||
4.12 | Included with Exhibit 4.11 to the Current Report on Form 8-K. | September 16, 2013 | ||||
10.4+ | Filed as Exhibit 10.4 to the Registration Statement on Form S-1, as amended. | March 27, 2007 | ||||
10.7+ | Filed as Exhibit 99.5 to the Registration Statement on Form S-8. | August 14, 2007 | ||||
10.12† | Filed as Exhibit 10.25 to the Registration Statement on Form S-1, as amended. | May 24, 2007 | ||||
10.16+ | Filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2008. | May 15, 2008 | ||||
10.63+ | Filed as Exhibit 10.63 to the Annual Filing on Form 10-K for the fiscal year ended 2011. | March 12, 2012 | ||||
10.64+ | Filed as Exhibit 10.64 to the Annual Filing on Form 10-K for the fiscal year ended 2011. | March 12, 2012 | ||||
10.80 | Filed as Exhibit 10.80 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2013. | May 8, 2013 | ||||
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Exhibit Number | Incorporated herein by reference to the following filings: | |||||
Description | Form | Filed on | ||||
10.81 | Filed as Exhibit 10.81 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2013. | May 8, 2013 | ||||
10.83 | Filed as Exhibit 10.83 to the Current Report on Form 8-K. | June 18, 2013 | ||||
10.84 | Filed as Exhibit 10.84 to the Current Report on Form 8-K. | June 18, 2013 | ||||
10.85 | Filed as Exhibit 10.85 to the Current Report on Form 8-K. | June 18, 2013 | ||||
10.86 | Filed as Exhibit 10.86 to the Current Report on Form 8-K. | June 18, 2013 | ||||
10.87 | Filed as Exhibit 10.87 to the Current Report on Form 8-K. | June 28, 2013 | ||||
10.90+ | Filed as Exhibit Annex A to Schedule 14A Definitive Proxy Statement. | March 28, 2013 | ||||
10.92† | Filed as Exhibit 10.92 to the Annual Report on Form 10-K for the year ended December 31, 2013. | February 27, 2014 | ||||
10.94 | Filed as Exhibit 10.94 to the Current Report on Form 8-K. | October 15, 2014 | ||||
10.103+ | Filed as Exhibit 10.103 to the Quarterly Report on Form 10‑Q for the quarter ended March 30, 2015. | May 11, 2015 | ||||
10.104+ | Filed as Exhibit 10.104 to the Quarterly Report on Form 10‑Q for the quarter ended March 30, 2015. | May 11, 2015 | ||||
10.105+ | Filed as Exhibit 10.105 to the Quarterly Report on Form 10‑Q for the quarter ended March 30, 2015. | May 11, 2015 | ||||
10.106+ | Filed as Exhibit 10.106 to the Current Report on Form 8‑K. | December 31, 2015 | ||||
10.107+ | Filed as Exhibit 10.107 to the Current Report on Form 8‑K. | December 31, 2015 | ||||
10.108+ | Filed as Exhibit 10.108 to the Current Report on Form 8‑K. | December 31, 2015 | ||||
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Exhibit Number | Incorporated herein by reference to the following filings: | |||||
Description | Form | Filed on | ||||
10.109+ | Filed as Exhibit 10.109 to the Current Report on Form 8‑K. | December 31, 2015 | ||||
10.110+ | Filed as Exhibit 10.110 to the Current Report on Form 8‑K. | December 31, 2015 | ||||
10.111 | Filed as Exhibit 10.111 to the Annual Report on Form 10-K for the year ended December 31, 2015. | March 3, 2016 | ||||
10.112 | Filed as Exhibit 10.112 to the Annual Report on Form 10-K for the year ended December 31, 2015. | March 3, 2016 | ||||
10.113 | Filed as Exhibit 10.113 to the Annual Report on Form 10-K for the year ended December 31, 2015. | March 3, 2016 | ||||
10.114+ | Filed as Exhibit 10.114 to the Current Report on Form 8-K. | May 27, 2016 | ||||
10.115 | Filed as Exhibit 10.115 to the Current Report on Form 8-K. | July 15, 2016 | ||||
10.116 | Filed as Exhibit 10.116 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2016. | August 9, 2016 | ||||
10.117+ | Filed as Exhibit 10.117 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2016. | August 9, 2016 | ||||
10.118+ | Filed as Exhibit 10.118 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2016. | August 9, 2016 | ||||
10.119 | Filed as Exhibit 10.116 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2016. | November 3, 2016 | ||||
10.120 | Filed as Exhibit 10.119 to the Current Report on Form 8-K. | February 6, 2017 | ||||
10.121+ | Filed as Exhibit 10.120 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2017. | May 4, 2017 | ||||
10.122 | Filed as Exhibit 10.121 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2017. | November 2, 2017 | ||||
10.123 | Filed as Exhibit 10.122 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2017. | November 2, 2017 | ||||
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Exhibit Number | Incorporated herein by reference to the following filings: | |||||
Description | Form | Filed on | ||||
10.124+ | Filed as Exhibit 10.123 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2017. | November 2, 2017 | ||||
21.1** | ||||||
23.1** | ||||||
24.1** | ||||||
31.1** | ||||||
31.2** | ||||||
31.3* | ||||||
31.4* | ||||||
32.1** | ||||||
99.1 | Filed as Exhibit 99.1 to the Current Report on Form 8-K. | June 20, 2008 | ||||
101** | The following materials from the Company's Annual Report on Form 10-K for the year ended December 31, 2017, formatted in XBRL (eXtensible Business Reporting Language): | |||||
(i) Consolidated Balance Sheets; | ||||||
(ii) Consolidated Statements of Operations; | ||||||
(iii) Consolidated Statements of Comprehensive Income (Loss); | ||||||
(iv) Consolidated Statements of Stockholders' Equity; | ||||||
(v) Consolidated Statements of Cash Flows; and | ||||||
(vi) Notes to Consolidated Financial Statements. | ||||||
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_______________________________________________________________________________
§ | Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K promulgated by the SEC. The registrant agrees to furnish a supplemental copy of any omitted schedules or exhibits to the SEC upon request. |
† | Portions of this exhibit have been omitted pursuant to the grant of a request for confidential treatment and the non-public information has been filed separately with the SEC. |
* | Filed herewith. |
** | Previously filed or furnished, as applicable, as the same-numbered exhibit to the Original Annual Report. |
+ | Management contract or compensatory plan or arrangement. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CLEAN ENERGY FUELS CORP. | |||||
By: | /s/ ANDREW J. LITTLEFAIR | ||||
Andrew J. Littlefair President and Chief Executive Officer | |||||
Date: April 13, 2018
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Exhibit 31.3
Certifications
I, Andrew J. Littlefair, certify that:
1. | I have reviewed this Amendment No. 1 to Form 10-K for the fiscal year ended December 31, 2017 of Clean Energy Fuels Corp.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; and |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report. |
Date: April 13, 2018
/s/ ANDREW J. LITTLEFAIR | ||
Andrew J. Littlefair President and Chief Executive Officer (Principal Executive Officer) | ||
Exhibit 31.4
Certifications
I, Robert M. Vreeland, certify that:
1. | I have reviewed this Amendment No. 1 to Form 10-K for the fiscal year ended December 31, 2017 of Clean Energy Fuels Corp.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; and |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report. |
Date: April 13, 2018
/s/ ROBERT M. VREELAND | ||
Robert M. Vreeland Chief Financial Officer (Principal Financial Officer) | ||