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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 29, 2017

CLEAN ENERGY FUELS CORP.
(Exact Name of Registrant as Specified in Charter)

Delaware
 
001-33480
 
33-0968580
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

4675 MacArthur Court, Suite 800
 
 
Newport Beach, CA
 
92660
(Address of Principal Executive Offices)
 
Zip Code

(949) 437-1000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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






Item 2.01    Completion of Acquisition or Disposition of Assets.

On December 29, 2017, Clean Energy Fuels Corp. (the “Registrant”) and Landi Renzo S.p.A. (“LR”) completed the combination of their respective natural gas fueling compressor subsidiaries, IMW Industries Ltd. (formerly known as Clean Energy Compression Corp.) and SAFE S.p.A, in a new company known as “SAFE&CEC S.r.l.” (such transaction, the “Combination”). The new company is focused on manufacturing, selling and servicing natural gas fueling compressors and related equipment for the global natural gas fueling market. The Registrant owns 49% of SAFE&CEC S.r.l. and LR owns 51% of SAFE&CEC S.r.l.

Combination was completed pursuant to the terms of an Investment Agreement (“IA”) between the Registrant and LR, which was entered into on November 26, 2017 and filed as Exhibit 2.12 to the Registration’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 27, 2017. The foregoing description of the terms of the IA does not purport to be complete and is qualified in its entirety by the full text of the IA, which is incorporated herein by reference. The IA contains representations, warranties and covenants of the parties thereto that are customary for transactions of this nature.

In accordance with applicable rules of the Securities and Exchange Commission, the Registrant has prepared pro forma financial information about the continuing impact of the Combination by showing how it might have affected the Registrant’s historical consolidated financial statements if the transaction had been consummated at the end of the Registrant’s most recent interim period for purposes of the pro forma consolidated balance sheet and at the beginning of the Registrant’s last completed fiscal year for purposes of the pro forma consolidated statement of operations. Such pro forma financial information is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01    Financial Statements and Exhibits.

(b) Pro Forma Financial Information.
The unaudited pro forma consolidated statements of operations for the nine months ended September 30, 2017 and the fiscal year ended December 31, 2016, the unaudited pro forma consolidated balance sheet as of September 30, 2017, and the notes related thereto, as if the Combination had been consummated at the end of such interim period for purposes of the pro forma consolidated balance sheet and at the beginning such fiscal year for purposes of the pro forma consolidated statement of operations are attached hereto as Exhibit 99.1 and incorporated herein by reference.

(d) Exhibits.
Exhibit Number
 
Description
 
 
 
99.1
 


2


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 5, 2018
CLEAN ENERGY FUELS CORP.
 
 
 
 
 
By:
/s/ Andrew J. Littlefair
 
 
Name: Andrew J. Littlefair
 
 
Title: President and Chief Executive Officer











































3
Exhibit


Exhibit 99.1
Clean Energy Fuels Corp. and Subsidiaries
Summary of Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information should be read together with the consolidated balance sheet of Clean Energy Fuels Corp. (the “Registrant”) and its majority and wholly owned subsidiaries (the Registrant and such subsidiaries referred to collectively as the “Company”) as of September 30, 2017, the consolidated statement of operations, comprehensive loss, and cash flows of the Company for the nine months ended September 30, 2017, the consolidated statement of operations, comprehensive loss, stockholders’ equity, and cash flows of the Company for the year ended December 31, 2016, and the notes thereto. The consolidated financial statements of the Company as of and for the nine months ended September 30, 2017 are included in the Quarterly Report on Form 10-Q filed by the Registrant with the Securities and Exchange Commission (“SEC”) on November 2, 2017. The consolidated financial statements of the Company as of and for the year ended December 31, 2016 are included in the Annual Report on Form 10-K filed by the Registrant with the Securities and Exchange Commission (“SEC”) on March 7, 2017.

On December 29, 2017, the Registrant and Landi Renzo S.p.A. (“LR”) completed the combination of their respective natural gas fueling compressor subsidiaries, IMW Industries Ltd. (formerly known as Clean Energy Compression Corp.) and SAFE S.p.A, in a new company known as “SAFE&CEC S.r.l.” (such transaction, the “Combination”). The new company is focused on manufacturing, selling and servicing natural gas fueling compressors and related equipment for the global natural gas fueling market. The Registrant owns 49% of SAFE&CEC S.r.l. and LR owns 51% of SAFE&CEC S.r.l. The Combination was completed pursuant to the terms of an Investment Agreement (“IA”) between the Registrant and LR, which was entered into on November 26, 2017 and filed as Exhibit 2.12 to the Registration’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 27, 2017.

The following unaudited pro forma consolidated balance sheet as of September 30, 2017 has been prepared to give effect to the Combination as if it had occurred on September 30, 2017, and the following unaudited pro forma consolidated statement of operations for the nine months ended September 30, 2017 and year ended December 31, 2016 has been prepared to give effect to the Combination as if it had occurred on January 1, 2016.

This unaudited pro forma financial information has been prepared for informational purposes only and is not necessarily indicative of future results or of actual results that would have been achieved if the Combination had been consummated as of the dates indicated.

















Clean Energy Fuels Corp. and Subsidiaries
 
Unaudited Pro Forma Consolidated Balance Sheet

September 30, 2017

 (In thousands, except share data)
 
As Reported (a)
Pro Forma Adjustments
 
Pro Forma
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
$
45,312

$
(3,500
)
(b)
$
41,812

Restricted cash
1,463

 
 
1,463

Short-term investments
151,521

 
 
151,521

Accounts receivable, net of allowance for doubtful accounts of $2,336 as of September 30, 2017
61,001

(4,261
)
(b)
56,740

Other receivables
16,253

(1,757
)
(b)
14,496

Inventory
44,624

(8,168
)
(b)
36,456

Prepaid expenses and other current assets
10,838

(1,364
)
(b)
9,474

Total current assets
331,012

(19,050
)
 
311,962

Land, property and equipment, net
363,773

(376
)
(b)
363,397

Notes receivable and other long-term assets, net
25,619

(337
)
(b)
25,282

Investments in other entities
2,542

29,200

(c)
31,742

Goodwill
68,082

(4,399
)
(d)
63,683

Intangible assets, net
7,491

(3,469
)
(b)
4,022

Total assets
$
798,519

$
1,569

 
$
800,088

Liabilities and Stockholders’ Equity
 
 
 
 
Current liabilities:
 
 
 
 
Current portion of debt and capital lease obligations
$
29,247

$
(191
)
(b)
$
29,056

Accounts payable
16,215

(1,225
)
(b)
14,990

Accrued liabilities
41,990

(3,556
)
(b)
38,434

Deferred revenue
6,487

310

(b)
6,797

Total current liabilities
93,939

(4,662
)
 
89,277

Long-term portion of debt and capital lease obligations
185,597

(43
)
(b)
185,554

Long-term debt, related party
40,000

—

 
40,000

Other long-term liabilities
13,416

(2,564
)
(b)
10,852

Total liabilities
332,952

(7,269
)
 
325,683

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 151,009,700 shares as of September 30, 2017
15

—

 
15

Additional paid-in capital
1,110,158

—

 
1,110,158

Accumulated deficit
(655,223
)
(2,509
)
(e)
(657,732
)
Accumulated other comprehensive loss
(12,392
)
11,347

(f)
(1,045
)
Total Clean Energy Fuels Corp. stockholders’ equity
442,558

8,838

 
451,396

Noncontrolling interest in subsidiary
23,009

—

 
23,009

Total stockholders’ equity
465,567

8,838

 
474,405

Total liabilities and stockholders’ equity
$
798,519

$
1,569

 
$
800,088





Clean Energy Fuels Corp. and Subsidiaries
 
Unaudited Pro Forma Consolidated Statement of Operations

Nine Months Ended September 30, 2017

(In thousands, except share and per share data)
 
 
As Reported (a)
Pro Forma Adjustments
 
Pro Forma
 
 
 
 
 
Revenue:
 
 
 
 
Product revenue
$
211,747

$
(16,512
)
(g)
$
195,235

Service revenue
40,552

—

 
40,552

Total revenue
252,299

(16,512
)
 
235,787

Operating expenses:
 
 
 
 
Cost of sales (exclusive of depreciation and amortization shown separately below):
 
 
 
 
Product cost of sales
158,306

(16,149
)
(g)
142,157

Service cost of sales
20,066

—

 
20,066

Inventory valuation provision
13,158

(5,354
)
(g)
7,804

Selling, general and administrative
71,875

(5,210
)
(g)
66,665

Depreciation and amortization
43,757

(3,777
)
(g)
39,980

Asset impairments and other charges
60,666

(32,274
)
(g)
28,392

Total operating expenses
367,828

(62,764
)
 
305,064

Operating income (loss)
(115,529
)
46,252

 
(69,277
)
Interest expense
(13,466
)
17

(g)
(13,449
)
Interest income
1,156

(1
)
(g)
1,155

Other income (expense), net
(28
)
(16
)
(g)
(44
)
Loss from equity method investments
(100
)
—

 
(100
)
Gain (loss) from extinguishment of debt
3,195

—

 
3,195

Gain from sale of certain assets of subsidiary
69,886

—

 
69,886

Income (loss) before income taxes
(54,886
)
46,252

 
(8,634
)
Income tax benefit (expense)
2,183

(1,302
)
(g)
881

Net income (loss)
(52,703
)
44,950

 
(7,753
)
Loss attributable to noncontrolling interest
1,813

—

 
1,813

Net income (loss) attributable to Clean Energy Fuels Corp.
$
(50,890
)
$
44,950

 
$
(5,940
)
Income (loss) per share:
 
 
 
 
Basic and diluted
$
(0.34
)
$
0.30

 
$
(0.04
)
Weighted-average common shares outstanding:
 
 
 
 
Basic and diluted
150,128,204

 
 
150,128,204









Clean Energy Fuels Corp. and Subsidiaries
 
Unaudited Pro Forma Consolidated Statement of Operations

Year Ended December 31, 2016

(In thousands, except share and per share data)
 
 
 
As Reported (a)
Pro Forma Adjustments
 
Pro Forma
 
 
 
 
 
 
Revenue:
 
 

 
 
 

Product revenue
 
$
351,038

$
(25,950
)
(g)
$
325,088

Service revenue
 
51,618

—

 
51,618

Total revenue
 
402,656

(25,950
)
 
376,706

Operating expenses:
 
 

 
 
 

Cost of sales (exclusive of depreciation and amortization shown separately below):
 
 

 
 
 

Product cost of sales
 
229,958

(27,361
)
(g)
202,597

Service cost of sales
 
25,592

—

 
25,592

Gain from change in fair value of derivative warrants
 
(22
)
—

 
(22
)
Selling, general and administrative
 
105,503

(9,810
)
(g)
95,693

Depreciation and amortization
 
59,262

(4,859
)
(g)
54,403

Total operating expenses
 
420,293

(42,030
)
 
378,263

Operating income (loss)
 
(17,637
)
16,080

 
(1,557
)
Interest expense
 
(29,595
)
47

(g)
(29,548
)
Interest income
 
827

—

 
827

Other income (expense), net
 
(306
)
(225
)
(g)
(531
)
Loss from equity method investments
 
(22
)
—

 
(22
)
Gain from extinguishment of debt, net
 
34,348

—

 
34,348

Income (loss) before income taxes
 
(12,385
)
15,902

 
3,517

Income tax benefit (expense)
 
(1,339
)
624

(g)
(715
)
Net income (loss)
 
(13,724
)
16,526

 
2,802

Loss attributable to noncontrolling interest
 
1,571

—

 
1,571

Net income (loss) attributable to Clean Energy Fuels Corp.
 
$
(12,153
)
$
16,526

 
$
4,373

Income (loss) per share:
 
 

 
 
 

Basic
 
$
(0.10
)
$
0.15

 
$
0.05

Diluted
 
$
(0.10
)
$
0.14

 
$
0.04

Weighted-average common shares outstanding:
 
 

 
 
 

Basic
 
119,395,423

 
 
119,395,423

Diluted
 
119,395,423

 
 
121,467,757

___________________
The unaudited pro forma financial information includes the following adjustments (amounts in thousands):
(a) As reported in the Quarterly Report Form 10-Q filed by the Registrant with the SEC on November 2, 2017 and Annual Report on Form 10-K filed by the Registrant with the SEC on March 7, 2017.
(b) Represents the assets and liabilities of IMW Industries Ltd. being contributed to SAFE&CEC S.r.l.
(c) Represents the acquisition of the Registrant’s 49% equity interest in SAFE&CEC S.r.l based on the preliminary fair value of SAFE&CEC S.r.l.. The Registrant's investment in SAFE&CEC S.r.l. has not been adjusted historically for its proportionate share of SAFE&CEC S.r.l.’s earnings in the unaudited pro forma consolidated statements of operations.
(d) Represents the relative fair value of goodwill attributable to IMW Industries Ltd.





(e) Represents the estimated loss on the contribution of IMW Industries Ltd. into SAFE&CEC S.r.l. This loss is not reflected in the accompanying unaudited pro forma consolidated statement of operations because it is a nonrecurring item that is directly related to the transaction.
(f) Represents the historical foreign currency translation adjustments associated with IMW Industries Ltd.
(g) Represents the revenue, cost of sales, operating and tax expenses of IMW Industries Ltd. The Registrant's 49% interest in SAFE&CEC S.r.l. will be accounted for in the future using the equity method of accounting, with the Registrant's interest in the earnings of SAFE&CEC S.r.l. reflected in the consolidated statements of operations.