- Current report filing (8-K)
November 04 2010 - 6:07AM
Edgar (US Regulatory)
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):
November 4,
2010
CLEAN ENERGY
FUELS CORP.
(Exact Name of Registrant as
Specified in Charter)
Delaware
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001-33480
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33-0968580
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(State or Other
Jurisdiction of
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(Commission File Number)
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(IRS Employer
Identification
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Incorporation)
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No.)
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3020 Old
Ranch Parkway, Suite 400 Seal Beach,
California
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90740
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(Address of Principal
Executive Offices)
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Zip Code
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(562)
493-2804
(Registrants 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))
Item 7.01.
Regulation FD Disclosure.
Statements
about the Accounting Impact of our Series I Warrants, Acquisition of BAF
Technologies, Inc. (BAF), and our
Acquisition of I.M.W. Industries Ltd. (IMW) in the Third Quarter of
2010.
Clean Energy Fuels Corp. (the Company)
accounts for its Series I warrants as a derivative
,
which requires the Company to
mark-to-market the Series I warrants at the end of each reporting period.
The Company uses a Monte Carlo simulation model to value the Series I
warrants, which requires the Company to make estimates regarding risk-free
interest rates, the volatility of its stock price, and its anticipated dividend
yield, among others. During the third quarter of 2010, the Company
anticipates that it will record a non-cash gain of approximately $7.9 million
related to valuing the Series I warrants. For more information about
the accounting treatment of our Series I warrants, refer to notes
1(d) and 20 of our consolidated financial statements contained in our
Form 10-K for the year ended December 31, 2009.
Additionally, accounting guidance
for business combinations requires the Company to adjust certain liabilities in
connection with any business combination for each reporting period, with a
corresponding gain or loss reflected in the statement of operations, based on
changes in the fair value of the obligation. The Company anticipates
recording a gain of approximately $0.5 million related to an estimated
reduction in the amount of additional consideration that the Company may need
to pay to the shareholders of BAF in connection with the Companys acquisition
of BAF on October 1, 2009. The contingent consideration was valued
at $3.6 million as of June 30, 2010. BAF shareholders will be
able to earn additional consideration if BAF achieves certain gross profit
targets in fiscal years 2010 and 2011. The additional consideration will be
determined as a percentage of gross profit based on a sliding scale that
increases at certain gross profit levels, subject to achieving a minimum gross
profit target and capped by a maximum additional payment amount. For 2010, the
shareholders of BAF will receive between one and twenty-six percent of gross
profit of BAF as additional consideration if BAF achieves $8 million or
more in gross profit, up to a maximum of $11 million in additional
consideration (which would be payable if BAF achieved approximately
$42.3 million in gross profit in 2010). For 2011, the shareholders of BAF
will receive between one and twenty-one percent of gross profit of BAF as
additional consideration if BAF achieves $8.5 million or more in gross
profit, up to a maximum of $11 million in additional consideration (which
would be payable if BAF achieved approximately $52.4 million in gross
profit in 2011).
The Company anticipates incurring
approximately $600,000 of legal, accounting and other related charges in the
third quarter of 2010 in connection with its acquisition of IMW that closed on September 7,
2010. The Company also anticipates
incurring approximately $365,000 of amortization expense in the third quarter
of 2010 related to the intangible assets acquired as part of the acquisition.
Special
Note Regarding Forward-Looking Statements
Certain statements in this current
report on Form 8-K constitute forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934, including the statements regarding the
Companys anticipated gain for the third quarter of 2010 related to the
valuation of the Series I warrants, the anticipated gain related to the
Companys acquisition of BAF and certain costs associated with its acquisition
of IMW. Forward-looking statements are based upon current assumptions,
expectations and beliefs concerning future developments and their potential
effect on our business. These forward-looking statements are not guarantees of
future performance and involve risks, uncertainties and assumptions that are
difficult to predict. Actual outcomes and results may differ materially from
what is expressed or forecast in these forward-looking statements. Factors that
might cause or contribute to such differences include, but are not limited to,
those discussed in Risk Factors in Part I, Item 1A of our
Form 10-K for the year ended December 31, 2009 and of our
Form 10-Q for the quarter ended June 30, 2010. These
forward-looking statements speak only as of the date they were made and we
undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
2
SIGNATURES
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: November 4, 2010
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Clean Energy
Fuels Corp.
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By:
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/s/ Richard R. Wheeler
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Name: Richard R. Wheeler
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Title: Chief Financial Officer
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