|
Delaware
|
|
33-0968580
|
(State or other jurisdiction of incorporation)
|
|
(IRS Employer Identification No.)
|
Large accelerated filer
o
|
|
Accelerated filer
x
|
|
|
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
o
|
|
|
|
|
|
|
|
|
December 31,
2015 |
|
September 30,
2016 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
43,724
|
|
|
$
|
41,555
|
|
Restricted cash
|
4,240
|
|
|
4,629
|
|
||
Short-term investments
|
102,944
|
|
|
77,313
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $1,895 and $2,343 as of December 31, 2015 and September 30, 2016, respectively
|
73,645
|
|
|
72,949
|
|
||
Other receivables
|
60,667
|
|
|
28,564
|
|
||
Inventory
|
29,289
|
|
|
29,455
|
|
||
Prepaid expenses and other current assets
|
14,657
|
|
|
15,191
|
|
||
Total current assets
|
329,166
|
|
|
269,656
|
|
||
Land, property and equipment, net
|
516,324
|
|
|
487,922
|
|
||
Notes receivable and other long-term assets, net
|
14,732
|
|
|
16,981
|
|
||
Investments in other entities
|
5,695
|
|
|
2,644
|
|
||
Goodwill
|
91,967
|
|
|
93,848
|
|
||
Intangible assets, net
|
42,644
|
|
|
40,303
|
|
||
Total assets
|
$
|
1,000,528
|
|
|
$
|
911,354
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of debt and capital lease obligations
|
$
|
149,856
|
|
|
$
|
4,851
|
|
Accounts payable
|
26,906
|
|
|
23,106
|
|
||
Accrued liabilities
|
59,082
|
|
|
54,267
|
|
||
Deferred revenue
|
10,549
|
|
|
8,544
|
|
||
Total current liabilities
|
246,393
|
|
|
90,768
|
|
||
Long-term portion of debt and capital lease obligations
|
352,294
|
|
|
282,769
|
|
||
Long-term debt, related party
|
65,000
|
|
|
65,000
|
|
||
Other long-term liabilities
|
7,896
|
|
|
8,168
|
|
||
Total liabilities
|
671,583
|
|
|
446,705
|
|
||
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 92,382,717 shares and 134,235,058 shares at December 31, 2015 and September 30, 2016, respectively
|
9
|
|
|
13
|
|
||
Additional paid-in capital
|
915,199
|
|
|
1,055,211
|
|
||
Accumulated deficit
|
(591,683
|
)
|
|
(599,953
|
)
|
||
Accumulated other comprehensive loss
|
(20,973
|
)
|
|
(15,698
|
)
|
||
Total Clean Energy Fuels Corp. stockholders’ equity
|
302,552
|
|
|
439,573
|
|
||
Noncontrolling interest in subsidiary
|
26,393
|
|
|
25,076
|
|
||
Total stockholders’ equity
|
328,945
|
|
|
464,649
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,000,528
|
|
|
$
|
911,354
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
|
||||||||||||
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Product revenues
|
$
|
77,355
|
|
|
$
|
84,456
|
|
|
$
|
222,396
|
|
|
$
|
263,179
|
|
|
Service revenues
|
14,902
|
|
|
12,561
|
|
|
42,577
|
|
|
37,645
|
|
|
||||
Total revenues
|
92,257
|
|
|
97,017
|
|
|
264,973
|
|
|
300,824
|
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales (exclusive of depreciation and amortization shown separately below):
|
|
|
|
|
|
|
|
|
||||||||
Product cost of sales
|
59,313
|
|
|
55,481
|
|
|
174,079
|
|
|
170,746
|
|
|
||||
Service cost of sales
|
7,410
|
|
|
6,377
|
|
|
21,163
|
|
|
19,095
|
|
|
||||
Gain from change in fair value of derivative warrants
|
(502
|
)
|
|
(26
|
)
|
|
(1,085
|
)
|
|
(25
|
)
|
|
||||
Selling, general and administrative
|
27,800
|
|
|
25,914
|
|
|
87,027
|
|
|
76,769
|
|
|
||||
Depreciation and amortization
|
14,000
|
|
|
14,801
|
|
|
40,288
|
|
|
44,682
|
|
|
||||
Total operating expenses
|
108,021
|
|
|
102,547
|
|
|
321,472
|
|
|
311,267
|
|
|
||||
Operating loss
|
(15,764
|
)
|
|
(5,530
|
)
|
|
(56,499
|
)
|
|
(10,443
|
)
|
|
||||
Gain (loss) from extinguishment of debt, net
|
—
|
|
|
(668
|
)
|
|
—
|
|
|
25,375
|
|
|
||||
Interest expense, net
|
(10,152
|
)
|
|
(6,283
|
)
|
|
(30,020
|
)
|
|
(23,264
|
)
|
|
||||
Other income (expense), net
|
2,648
|
|
|
(109
|
)
|
|
3,512
|
|
|
(6
|
)
|
|
||||
Loss from equity method investments
|
(154
|
)
|
|
(13
|
)
|
|
(703
|
)
|
|
(20
|
)
|
|
||||
Loss before income taxes
|
(23,422
|
)
|
|
(12,603
|
)
|
|
(83,710
|
)
|
|
(8,358
|
)
|
|
||||
Income tax benefit (expense)
|
241
|
|
|
(416
|
)
|
|
(1,353
|
)
|
|
(1,229
|
)
|
|
||||
Net loss
|
(23,181
|
)
|
|
(13,019
|
)
|
|
(85,063
|
)
|
|
(9,587
|
)
|
|
||||
Loss from noncontrolling interest
|
62
|
|
|
391
|
|
|
835
|
|
|
1,317
|
|
|
||||
Net loss attributable to Clean Energy Fuels Corp.
|
$
|
(23,119
|
)
|
|
$
|
(12,628
|
)
|
|
$
|
(84,228
|
)
|
|
$
|
(8,270
|
)
|
|
Loss per share attributable to Clean Energy Fuels Corp.:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.25
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.92
|
)
|
|
$
|
(0.07
|
)
|
|
Diluted
|
$
|
(0.25
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.92
|
)
|
|
$
|
(0.07
|
)
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
91,561,613
|
|
|
130,436,038
|
|
|
91,454,117
|
|
|
112,819,041
|
|
|
||||
Diluted
|
91,561,613
|
|
|
130,436,038
|
|
|
91,454,117
|
|
|
112,819,041
|
|
|
|
Clean Energy Fuels Corp.
|
|
Noncontrolling Interest
|
|
Total
|
||||||||||||||||||
|
Three Months Ended
September 30, |
|
Three Months Ended
September 30, |
|
Three Months Ended
September 30, |
||||||||||||||||||
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
||||||||||||
Net loss
|
$
|
(23,119
|
)
|
|
$
|
(12,628
|
)
|
|
$
|
(62
|
)
|
|
$
|
(391
|
)
|
|
$
|
(23,181
|
)
|
|
$
|
(13,019
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments, net of $0 tax in 2015 and 2016
|
(1,230
|
)
|
|
(449
|
)
|
|
—
|
|
|
—
|
|
|
(1,230
|
)
|
|
(449
|
)
|
||||||
Foreign currency adjustments on intra-entity long-term investments, net of $0 tax in 2015 and 2016
|
(5,597
|
)
|
|
(885
|
)
|
|
—
|
|
|
—
|
|
|
(5,597
|
)
|
|
(885
|
)
|
||||||
Unrealized gains (losses) on available-for-sale securities, net of $0 tax in 2015 and 2016
|
27
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
27
|
|
|
(11
|
)
|
||||||
Total other comprehensive income (loss)
|
(6,800
|
)
|
|
(1,345
|
)
|
|
—
|
|
|
—
|
|
|
(6,800
|
)
|
|
(1,345
|
)
|
||||||
Comprehensive loss
|
$
|
(29,919
|
)
|
|
$
|
(13,973
|
)
|
|
$
|
(62
|
)
|
|
$
|
(391
|
)
|
|
$
|
(29,981
|
)
|
|
$
|
(14,364
|
)
|
|
Clean Energy Fuels Corp.
|
|
Noncontrolling Interest
|
|
Total
|
||||||||||||||||||
|
Nine Months Ended
September 30, |
|
Nine Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||||||
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
||||||||||||
Net loss
|
$
|
(84,228
|
)
|
|
$
|
(8,270
|
)
|
|
$
|
(835
|
)
|
|
$
|
(1,317
|
)
|
|
$
|
(85,063
|
)
|
|
$
|
(9,587
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments, net of $0 tax in 2015 and 2016
|
(6,098
|
)
|
|
2,185
|
|
|
—
|
|
|
—
|
|
|
(6,098
|
)
|
|
2,185
|
|
||||||
Foreign currency adjustments on intra-entity long-term investments, net of $0 tax in 2015 and 2016
|
(8,373
|
)
|
|
3,024
|
|
|
—
|
|
|
—
|
|
|
(8,373
|
)
|
|
3,024
|
|
||||||
Unrealized gains (losses) on available-for-sale securities, net of $0 tax in 2015 and 2016
|
41
|
|
|
66
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|
66
|
|
||||||
Total other comprehensive income (loss)
|
(14,430
|
)
|
|
5,275
|
|
|
—
|
|
|
—
|
|
|
(14,430
|
)
|
|
5,275
|
|
||||||
Comprehensive loss
|
$
|
(98,658
|
)
|
|
$
|
(2,995
|
)
|
|
$
|
(835
|
)
|
|
$
|
(1,317
|
)
|
|
$
|
(99,493
|
)
|
|
$
|
(4,312
|
)
|
|
Nine Months Ended
September 30, |
||||||
|
2015
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(85,063
|
)
|
|
$
|
(9,587
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
40,288
|
|
|
44,682
|
|
||
Provision for doubtful accounts, notes and inventory
|
2,636
|
|
|
2,504
|
|
||
Stock-based compensation expense
|
8,009
|
|
|
6,533
|
|
||
Gain on extinguishment of debt, net
|
—
|
|
|
(25,375
|
)
|
||
Amortization of debt issuance cost
|
2,296
|
|
|
1,217
|
|
||
Accretion of notes payable
|
48
|
|
|
—
|
|
||
Gain on sale of subsidiary
|
(937
|
)
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts and other receivables
|
41,151
|
|
|
31,134
|
|
||
Inventory
|
3,915
|
|
|
(1,043
|
)
|
||
Prepaid expenses and other assets
|
6,763
|
|
|
(178
|
)
|
||
Accounts payable
|
(11,325
|
)
|
|
(940
|
)
|
||
Accrued expenses and other
|
(8,792
|
)
|
|
(4,702
|
)
|
||
Net cash provided by (used in) operating activities
|
(1,011
|
)
|
|
44,245
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of short-term investments
|
(101,300
|
)
|
|
(88,660
|
)
|
||
Maturities and sales of short-term investments
|
108,561
|
|
|
113,852
|
|
||
Purchases and deposits on property and equipment
|
(40,230
|
)
|
|
(16,663
|
)
|
||
Loans made to customers
|
(3,885
|
)
|
|
(2,326
|
)
|
||
Payments on and proceeds from sales of loans receivable
|
997
|
|
|
575
|
|
||
Cash received with sale of subsidiary
|
1,118
|
|
|
—
|
|
||
Restricted cash
|
2,141
|
|
|
(267
|
)
|
||
Capital from equity method investment
|
—
|
|
|
3,031
|
|
||
Net cash provided by (used in) investing activities
|
(32,598
|
)
|
|
9,542
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Issuances of common stock
|
602
|
|
|
68,867
|
|
||
Fees paid for issuances of common stock
|
(795
|
)
|
|
(1,340
|
)
|
||
Proceeds from debt instruments
|
372
|
|
|
2,460
|
|
||
Proceeds from revolving line of credit
|
27
|
|
|
50,008
|
|
||
Repayment of borrowing under revolving line of credit
|
(62
|
)
|
|
(50,014
|
)
|
||
Repayment of capital lease obligations and debt instruments
|
(4,425
|
)
|
|
(127,213
|
)
|
||
Net cash used in financing activities
|
(4,281
|
)
|
|
(57,232
|
)
|
||
Effect of exchange rates on cash and cash equivalents
|
(2,648
|
)
|
|
1,276
|
|
||
Net decrease in cash and cash equivalents
|
(40,538
|
)
|
|
(2,169
|
)
|
||
Cash and cash equivalents, beginning of period
|
92,381
|
|
|
43,724
|
|
||
Cash and cash equivalents, end of period
|
$
|
51,843
|
|
|
$
|
41,555
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Income taxes paid
|
$
|
649
|
|
|
$
|
1,176
|
|
Interest paid, net of approximately $712 and $363 capitalized, respectively
|
24,425
|
|
|
21,275
|
|
|
December 31,
2015 |
|
September 30,
2016 |
||||
Short-term restricted cash:
|
|
|
|
|
|
||
Standby letters of credit
|
$
|
1,631
|
|
|
$
|
1,753
|
|
Canton Bonds (see Note 10)
|
2,609
|
|
|
2,876
|
|
||
Total short-term restricted cash
|
$
|
4,240
|
|
|
$
|
4,629
|
|
|
Amortized Cost
|
|
Gross Unrealized
Losses
|
|
Estimated Fair
Value
|
||||||
Municipal bonds and notes
|
$
|
16,797
|
|
|
$
|
(7
|
)
|
|
$
|
16,790
|
|
Zero coupon bonds
|
500
|
|
|
(1
|
)
|
|
499
|
|
|||
Corporate bonds
|
37,181
|
|
|
(77
|
)
|
|
37,104
|
|
|||
Certificate of deposits
|
48,551
|
|
|
—
|
|
|
48,551
|
|
|||
Total short-term investments
|
$
|
103,029
|
|
|
$
|
(85
|
)
|
|
$
|
102,944
|
|
|
Amortized Cost
|
|
Gross Unrealized
Gains (Losses)
|
|
Estimated Fair
Value
|
||||||
Municipal bonds and notes
|
$
|
14,466
|
|
|
$
|
(4
|
)
|
|
$
|
14,462
|
|
Zero coupon bonds
|
429
|
|
|
—
|
|
|
429
|
|
|||
Corporate bonds
|
15,736
|
|
|
(14
|
)
|
|
15,722
|
|
|||
Certificate of deposits
|
46,700
|
|
|
—
|
|
|
46,700
|
|
|||
Total short-term investments
|
$
|
77,331
|
|
|
$
|
(18
|
)
|
|
$
|
77,313
|
|
|
December 31,
2015 |
|
September 30,
2016 |
||||
Loans to customers to finance vehicle purchases
|
$
|
10,531
|
|
|
$
|
9,070
|
|
Accrued customer billings
|
7,106
|
|
|
9,985
|
|
||
Fuel tax credits
|
40,730
|
|
|
6,275
|
|
||
Other
|
2,300
|
|
|
3,234
|
|
||
Total other receivables
|
$
|
60,667
|
|
|
$
|
28,564
|
|
|
December 31,
2015 |
|
September 30,
2016 |
||||
Raw materials and spare parts
|
$
|
25,113
|
|
|
$
|
23,941
|
|
Work in process
|
973
|
|
|
2,195
|
|
||
Finished goods
|
3,203
|
|
|
3,319
|
|
||
Total inventories
|
$
|
29,289
|
|
|
$
|
29,455
|
|
|
December 31,
2015 |
|
September 30,
2016 |
||||
Land
|
$
|
2,858
|
|
|
$
|
2,858
|
|
LNG liquefaction plants
|
94,634
|
|
|
94,634
|
|
||
RNG plants
|
46,397
|
|
|
47,154
|
|
||
Station equipment
|
316,258
|
|
|
333,440
|
|
||
Trailers
|
50,414
|
|
|
51,730
|
|
||
Other equipment
|
83,687
|
|
|
90,762
|
|
||
Construction in progress
|
139,586
|
|
|
124,199
|
|
||
|
733,834
|
|
|
744,777
|
|
||
Less: accumulated depreciation
|
(217,510
|
)
|
|
(256,855
|
)
|
||
Total land, property and equipment
|
$
|
516,324
|
|
|
$
|
487,922
|
|
|
December 31,
2015 |
|
September 30,
2016 |
||||
Accrued alternative fuel incentives (1)
|
$
|
15,651
|
|
|
$
|
12,653
|
|
Accrued employee benefits
|
3,042
|
|
|
3,534
|
|
||
Accrued interest
|
3,718
|
|
|
4,952
|
|
||
Accrued gas and equipment purchases
|
14,133
|
|
|
12,126
|
|
||
Accrued property and other taxes
|
5,344
|
|
|
3,850
|
|
||
Salaries and wages
|
9,537
|
|
|
9,478
|
|
||
Other
|
7,657
|
|
|
7,674
|
|
||
Total accrued liabilities
|
$
|
59,082
|
|
|
$
|
54,267
|
|
|
December 31, 2015
|
||||||||||
|
Principal Balances
|
|
Unamortized Debt Financing Costs
|
|
Balance, Net of Financing Costs
|
||||||
7.5% Notes(1)
|
$
|
150,000
|
|
|
$
|
399
|
|
|
$
|
149,601
|
|
SLG Notes
|
145,000
|
|
|
38
|
|
|
144,962
|
|
|||
5.25% Notes
|
250,000
|
|
|
3,985
|
|
|
246,015
|
|
|||
Canton Bonds
|
10,910
|
|
|
514
|
|
|
10,396
|
|
|||
Capital lease obligations
|
6,448
|
|
|
—
|
|
|
6,448
|
|
|||
Other debt
|
10,056
|
|
|
328
|
|
|
9,728
|
|
|||
Total debt and capital lease obligations
|
572,414
|
|
|
5,264
|
|
|
567,150
|
|
|||
Less amounts due within one year
|
(150,129
|
)
|
|
(273
|
)
|
|
(149,856
|
)
|
|||
Total long-term debt and capital lease obligations
|
$
|
422,285
|
|
|
$
|
4,991
|
|
|
$
|
417,294
|
|
|
September 30, 2016
|
||||||||||
|
Principal Balances
|
|
Unamortized Debt Financing Costs
|
|
Balance Net of Financing Costs
|
||||||
7.5% Notes(1)
|
$
|
150,000
|
|
|
$
|
304
|
|
|
$
|
149,696
|
|
5.25% Notes
|
179,600
|
|
|
2,037
|
|
|
177,563
|
|
|||
Canton Bonds
|
9,520
|
|
|
409
|
|
|
9,111
|
|
|||
Capital lease obligations
|
5,886
|
|
|
—
|
|
|
5,886
|
|
|||
Other debt
|
10,535
|
|
|
171
|
|
|
10,364
|
|
|||
Total debt and capital lease obligations
|
355,541
|
|
|
2,921
|
|
|
352,620
|
|
|||
Less amounts due within one year
|
(5,028
|
)
|
|
(177
|
)
|
|
(4,851
|
)
|
|||
Total long-term debt and capital lease obligations
|
$
|
350,513
|
|
|
$
|
2,744
|
|
|
$
|
347,769
|
|
|
Through December 31,
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
|
||||||
(in 000s, except per-share amounts)
|
2015
|
|
2016
|
|
2016
|
|
||||||
Gross proceeds
|
$
|
6,943
|
|
|
$
|
16,066
|
|
|
$
|
69,113
|
|
|
Fees and issuance costs
|
$
|
493
|
|
|
386
|
|
|
1,728
|
|
|
||
Net proceeds
|
$
|
6,450
|
|
|
$
|
15,680
|
|
|
$
|
67,385
|
|
|
Shares issued
|
1,561,902
|
|
|
3,824,144
|
|
|
21,325,587
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
|
||||||||
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
||||
Weighted-average common shares outstanding
|
91,561,613
|
|
|
130,436,038
|
|
|
91,454,117
|
|
|
112,819,041
|
|
|
|
Nine Months Ended
September 30, |
||||
|
2015
|
|
2016
|
||
Options
|
10,707,060
|
|
|
11,582,091
|
|
Warrants
|
6,130,682
|
|
|
—
|
|
Convertible Notes
|
35,185,979
|
|
|
21,006,491
|
|
Restricted Stock Units
|
2,942,126
|
|
|
2,432,930
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
|
||||||||||||
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
||||||||
Stock-based compensation expense, net of $0 tax in 2015 and 2016
|
$
|
2,656
|
|
|
$
|
2,077
|
|
|
$
|
8,009
|
|
|
$
|
6,533
|
|
|
Description
|
|
Balance at
December 31, 2015 |
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities(1):
|
|
|
|
|
|
|
|
|
||||||||
Certificate of deposits
|
|
$
|
48,551
|
|
|
$
|
—
|
|
|
$
|
48,551
|
|
|
$
|
—
|
|
Municipal bonds and notes
|
|
16,790
|
|
|
—
|
|
|
16,790
|
|
|
—
|
|
||||
Zero coupon bonds
|
|
499
|
|
|
—
|
|
|
499
|
|
|
—
|
|
||||
Corporate bonds
|
|
37,104
|
|
|
—
|
|
|
37,104
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Warrants(2)
|
|
632
|
|
|
—
|
|
|
—
|
|
|
632
|
|
Description
|
|
Balance at
September 30, 2016 |
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities(1):
|
|
|
|
|
|
|
|
|
||||||||
Certificate of deposits
|
|
$
|
46,700
|
|
|
$
|
—
|
|
|
$
|
46,700
|
|
|
$
|
—
|
|
Municipal bonds and notes
|
|
14,462
|
|
|
—
|
|
|
14,462
|
|
|
—
|
|
||||
Zero coupon bonds
|
|
429
|
|
|
—
|
|
|
429
|
|
|
—
|
|
||||
Corporate bonds
|
|
15,722
|
|
|
—
|
|
|
15,722
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Warrants(2)
|
|
579
|
|
|
—
|
|
|
—
|
|
|
579
|
|
|
•
|
In May 2016, the FASB issued ASU No. 2016-12,
Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients.
This update clarifies the objectives of collectability, sales and other taxes, non-cash consideration, contract modifications at transition, completed contracts at transition and technical correction.
|
•
|
In April 2016, the FASB issued ASU No. 2016-10,
Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing.
This update clarifies how an entity identifies performance obligations related to customer contracts and helps to improve the operability and understanding of the licensing implementation guidance.
|
•
|
In August 2015, the FASB issued ASU No. 2015-14,
Revenue from Contracts with Customers, Deferral of the Effective Date
, which defers the new revenue guidance to be effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period, which for the Company is the first quarter of 2018, using one of two prescribed retrospective methods. The Company is evaluating the impact of this ASU will have on its consolidated financial statements and related disclosures as well as which transition method it will adopt.
|
Revenue (in millions)
|
|
Three Months
Ended September 30, 2015 |
|
Three Months
Ended September 30, 2016 |
|
Nine Months
Ended September 30, 2015 |
|
Nine Months
Ended September 30, 2016 |
||||||||
Volume Related
|
|
$
|
67.9
|
|
|
$
|
71.3
|
|
|
$
|
195.8
|
|
|
$
|
210.8
|
|
Compressor Sales
|
|
12.9
|
|
|
5.3
|
|
|
41.4
|
|
|
22.4
|
|
||||
Station Construction Sales
|
|
11.5
|
|
|
13.7
|
|
|
27.5
|
|
|
48.0
|
|
||||
VETC
|
|
—
|
|
|
6.7
|
|
|
—
|
|
|
19.6
|
|
||||
Other
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
||||
Total
|
|
$
|
92.3
|
|
|
$
|
97.0
|
|
|
$
|
265.0
|
|
|
$
|
300.8
|
|
Gasoline gallon equivalents
delivered (in millions)
|
|
Year Ended
December 31,
2013
|
|
Year Ended
December 31,
2014
|
|
Year Ended
December 31,
2015
|
|
Three Months
Ended September 30, 2015 |
|
Three Months
Ended September 30, 2016 |
|
Nine Months
Ended September 30, 2015 |
|
Nine Months
Ended September 30, 2016 |
|||||||
CNG (1)
|
|
143.9
|
|
|
182.6
|
|
|
229.2
|
|
|
61.1
|
|
|
66.7
|
|
|
168.5
|
|
|
191.7
|
|
RNG (2)
|
|
10.5
|
|
|
12.2
|
|
|
8.8
|
|
|
1.3
|
|
|
0.7
|
|
|
7.7
|
|
|
2.3
|
|
LNG
|
|
60.0
|
|
|
70.3
|
|
|
70.5
|
|
|
18.2
|
|
|
17.1
|
|
|
54.0
|
|
|
50.9
|
|
Total
|
|
214.4
|
|
|
265.1
|
|
|
308.5
|
|
|
80.6
|
|
|
84.5
|
|
|
230.2
|
|
|
244.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gasoline gallon equivalents
delivered (in millions)
|
|
Year Ended
December 31,
2013
|
|
Year Ended
December 31,
2014
|
|
Year Ended
December 31,
2015
|
|
Three Months
Ended September 30, 2015 |
|
Three Months
Ended September 30, 2016 |
|
Nine Months
Ended September 30, 2015 |
|
Nine Months
Ended September 30, 2016 |
|||||||
O&M
|
|
108.7
|
|
|
137.3
|
|
|
159.3
|
|
|
41.5
|
|
|
45.7
|
|
|
118.7
|
|
|
130.4
|
|
Fuel (1)
|
|
86.4
|
|
|
108.2
|
|
|
130.1
|
|
|
33.3
|
|
|
32.3
|
|
|
95.0
|
|
|
96.8
|
|
Fuel and O&M (3)
|
|
19.3
|
|
|
19.6
|
|
|
19.1
|
|
|
5.8
|
|
|
6.5
|
|
|
16.5
|
|
|
17.7
|
|
Total
|
|
214.4
|
|
|
265.1
|
|
|
308.5
|
|
|
80.6
|
|
|
84.5
|
|
|
230.2
|
|
|
244.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Operating data (in thousands)
|
|
Year Ended
December 31,
2013
|
|
Year Ended
December 31,
2014
|
|
Year Ended
December 31,
2015
|
|
Three Months
Ended September 30, 2015 |
|
Three Months
Ended September 30, 2016 |
|
Nine Months
Ended September 30, 2015 |
|
Nine Months
Ended September 30, 2016 |
||||||||||||||
Gross margin
|
|
$
|
127,713
|
|
|
$
|
120,153
|
|
|
$
|
125,835
|
|
|
25,534
|
|
|
35,159
|
|
|
69,731
|
|
|
110,983
|
|
||||
Net income (loss) attributable to Clean Energy Fuels. Corp (4)
|
|
$
|
(66,968
|
)
|
|
$
|
(89,659
|
)
|
|
$
|
(134,242
|
)
|
|
$
|
(23,119
|
)
|
|
$
|
(12,628
|
)
|
|
$
|
(84,228
|
)
|
|
$
|
(8,270
|
)
|
|
(3)
|
Represents gasoline gallon equivalents at stations where we provide both fuel and O&M services.
|
(4)
|
Includes the following amounts of revenue pursuant to a federal alternative fuels tax credit ("VETC"): $45.4 million, $28.4 million, $31.0 million for the years ended December 31, 2013, 2014, 2015, respectively;
$0.0 million
and
$6.7
million for the three months ended
September 30,
2015 and 2016, respectively and
$0.0 million
and
$19.6
million for the
nine
months ended
September 30,
2015 and 2016, respectively. See the discussion under “Operations—VETC” below.
|
•
|
Revenue recognition;
|
•
|
Impairment of goodwill and long-lived assets;
|
•
|
Income taxes; and
|
•
|
Fair value estimates
|
|
Three Months Ended September 30,
|
|
||||
|
2015
|
|
2016
|
|
||
Statement of Operations Data:
|
|
|
|
|
|
|
Revenue:
|
|
|
|
|
|
|
Product revenues
|
83.8
|
%
|
|
87.1
|
%
|
|
Service revenues
|
16.2
|
|
|
12.9
|
|
|
Total revenues
|
100.0
|
|
|
100.0
|
|
|
Operating expenses:
|
|
|
|
|
|
|
Cost of sales (exclusive of depreciation and amortization shown separately below):
|
|
|
|
|
|
|
Product cost of sales
|
64.3
|
|
|
57.2
|
|
|
Service cost of sales
|
8.0
|
|
|
6.6
|
|
|
Gain from change in fair value of derivative warrants
|
(0.5
|
)
|
|
0.0
|
|
|
Selling, general and administrative
|
30.1
|
|
|
26.7
|
|
|
Depreciation and amortization
|
15.2
|
|
|
15.3
|
|
|
Total operating expenses
|
117.1
|
|
|
105.8
|
|
|
Operating loss
|
(17.1
|
)
|
|
(5.8
|
)
|
|
Gain (loss) from extinguishment of debt, net
|
—
|
|
|
(0.7
|
)
|
|
Interest expense, net
|
(11.0
|
)
|
|
(6.5
|
)
|
|
Other income (expense), net
|
2.9
|
|
|
(0.1
|
)
|
|
Loss from equity method investments
|
(0.2
|
)
|
|
0.0
|
|
|
Loss before income taxes
|
(25.4
|
)
|
|
(13.1
|
)
|
|
Income tax benefit (expense)
|
0.3
|
|
|
(0.4
|
)
|
|
Net loss
|
(25.1
|
)
|
|
(13.5
|
)
|
|
Loss from noncontrolling interest
|
0.1
|
|
|
0.4
|
|
|
Net loss attributable to Clean Energy Fuels Corp.
|
(25.0
|
)%
|
|
(13.1
|
)%
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
|
Through November 3,
|
|
||||||
(in millions)
|
|
2016
|
|
2016
|
|
2016
|
|
||||||
Gross proceeds
|
|
$
|
16.1
|
|
|
$
|
69.1
|
|
|
$
|
83.1
|
|
|
Fees and issuance costs
|
|
0.4
|
|
|
1.7
|
|
|
2.4
|
|
|
|||
Net proceeds
|
|
$
|
15.7
|
|
|
$
|
67.4
|
|
|
$
|
80.7
|
|
|
Shares issued
|
|
3.8
|
|
|
21.3
|
|
|
24.5
|
|
|
•
|
Outstanding surety bonds for construction contracts and general corporate purposes totaling
$59.1 million
;
|
•
|
Two
long-term take-or-pay contracts for the purchase of natural gas; and
|
•
|
Operating leases where we are the lessee.
|
•
|
Increases, decreases or volatility in the prices of oil, gasoline, diesel and natural gas;
|
•
|
The availability and price of natural gas compared to gasoline, diesel and other vehicle fuels;
|
•
|
Natural gas vehicle cost, availability, quality, safety, design and performance, all relative to other vehicles;
|
•
|
Improvements in the efficiency, fuel economy or greenhouse gas emissions of engines for gasoline and diesel-powered and alternative vehicles;
|
•
|
The entry or exit of engine manufacturers into or from the market;
|
•
|
Perceptions about greenhouse gas emissions from natural gas production and transportation methods, natural gas fueling stations and natural gas vehicles;
|
•
|
The availability and acceptance of other alternative fuels and alternative vehicles;
|
•
|
The existence of government programs, policies, regulations or incentives, including tax credits, promoting natural gas and other alternative fuels and alternative vehicles;
|
•
|
Access to natural gas fueling stations and the convenience and cost to fuel a natural gas vehicle;
|
•
|
The availability of service for natural gas vehicles;
|
•
|
The environmental consciousness of fleets and consumers; and
|
•
|
The other risks discussed in these risk factors.
|
•
|
Most of our ANGH stations were initially built to provide LNG, which costs more than CNG on an energy equivalent basis. We have been spending, and expect to continue to spend, additional capital to add CNG fueling capability to many of our ANGH stations, and we may not have sufficient capital in the future for this purpose;
|
•
|
Our ANGH stations may experience mechanical or operational difficulties, which could require significant costs to repair and could reduce customer confidence in our stations;
|
•
|
Truck and other vehicle operators may not fuel at our stations due to lack of access or convenience, fuel prices or other factors;
|
•
|
We have no influence over the development, production, cost or availability of natural gas trucks powered by engines that are well-suited for the U.S. heavy-duty truck market. Currently, Cummins Westport is the only natural gas engine manufacturer for the medium- and heavy-duty market, and we have no control over whether and the extent to which Cummins Westport will remain in the natural gas engine business or whether other manufacturers will enter the natural gas engine business;
|
•
|
Operators may not adopt heavy-duty natural gas trucks due to cost, actual or perceived performance issues, or other factors that are outside of our control. To date, adoption and deployment of natural gas trucks have been slower and more limited than we anticipated;
|
•
|
We may not be able to obtain acceptable margins on fuel sales at ANGH stations; and
|
•
|
At
September 30, 2016
, we had
39
completed ANGH stations that were not open for fueling operations. We expect to open these stations when we have sufficient customers to fuel at the locations, but we do not know when this will occur. If we do not open the stations, we will continue to have substantial investments in assets that do not produce revenues equal to or greater than their costs, or at all.
|
•
|
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 prices for locally produced oil, gasoline or diesel;
|
•
|
Changes in environmental and other regulatory requirements and 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 and import-export regulations;
|
•
|
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; and
|
•
|
Potentially adverse tax consequences.
|
•
|
Difficulties integrating the technologies, operations, existing contracts and personnel of an acquired company or partner;
|
•
|
Difficulties supporting and transitioning vendors of an acquired company or partner;
|
•
|
Diversion of financial and management resources from existing operations or alternative acquisition or investment 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 or customer relationships;
|
•
|
Risks of entering new customer or geographic markets in which we may have limited or no experience;
|
•
|
Potential loss of key employees, customers and vendors from an acquired company’s or partner’s business;
|
•
|
Inability to generate sufficient revenue to offset acquisition, investment or other related costs;
|
•
|
Additional costs or incurrence of debt or equity dilution associated with funding an acquisition, investment or other relationship; and
|
•
|
Possible write-offs or impairment charges relating to the businesses we partner with, invest in or acquire.
|
•
|
Volatility in the supply, demand, use and price of crude oil, natural gas and alternative fuels, including renewable diesel biodiesel, ethanol, electricity and hydrogen;
|
•
|
Expected adoption of and growth of the market for natural gas as a vehicle fuel and our ability to capture a substantial share of and enhance our leadership position within this market, when and if it expands;
|
•
|
Development, commercial availability and adoption of new natural gas engines for the U.S. heavy-duty truck market;
|
•
|
Successful implementation of our business plans, including, without limitation, our ANGH initiative and our goal to fuel a substantial number of natural gas heavy-duty trucks;
|
•
|
Continued difficulties producing RNG and other risks to our RNG business;
|
•
|
Investor perception of our industry or our prospects;
|
•
|
Fluctuations in our operating results;
|
•
|
Changes in our key personnel;
|
•
|
A significant number of established businesses, including oil and gas companies, alternative vehicle and alternative fuel companies, refuse collectors, natural gas utilities and their affiliates and other organizations, some of which have substantially greater financial, marketing and other resources than we have, have entered or are planning to enter the market for natural gas and other alternatives for use as vehicle fuels;
|
•
|
Other competitive developments, including advancements in conventional fuels and other alternative vehicle fuels and technologies, such as improvements in the efficiency, fuel economy or greenhouse gas emissions of engines for conventional and alternative fuel vehicles;
|
•
|
Changes to emissions requirements on traditional gasoline and diesel powered vehicles, as well as on LNG and CNG production, fueling stations and fuel sales, and the impact of environmental regulations and pressures on oil and natural gas supply;
|
•
|
Changes to the availability or impact of federal tax attributes, credits and incentives on our business;
|
•
|
Changes in general economic and market conditions.
|
•
|
Sales of our common stock by us, our officers or directors or significant stockholders; and
|
•
|
A decline in the trading volume of our common stock.
|
|
CLEAN ENERGY FUELS CORP.
|
|
|
|
|
Date: November 3, 2016
|
By:
|
/s/ ROBERT M. VREELAND
|
|
|
Robert M. Vreeland
|
|
|
Chief Financial Officer
(Principal financial officer and duly authorized to sign on behalf of the registrant)
|
|
|
Description
|
|
|
|
10.115
|
|
Form of 7.5% Notes Exchange Agreement, filed as Exhibit 10.115 to registrant’s Current Report on Form 8-K filed on July 15, 2016 and incorporated herein by reference.
|
|
|
|
10.116*
|
|
Loan Modification Agreement dated October 31, 2016, between the Registrant, Clean Energy and PlainsCapital Bank.
|
|
|
|
31.1*
|
|
Certification of Andrew J. Littlefair, President and Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2*
|
|
Certification of Robert M. Vreeland, Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1**
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Andrew J. Littlefair, President and Chief Executive Officer, and Robert M. Vreeland, Chief Financial Officer.
|
|
|
|
101*
|
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, formatted in XBRL (eXtensible Business Reporting Language):
|
|
|
|
|
|
(i) Condensed Consolidated Balance Sheets at December 31, 2015 and September 30, 2016;
|
|
|
(ii) Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2015 and 2016;
|
|
|
(iii) Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, 2015 and 2016;
|
|
|
(iv) Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2015 and 2016; and
|
|
|
(v) Notes to Condensed Consolidated Financial Statements.
|
/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 3, 2016
|
|
|
|
|
|
/s/ ROBERT M. VREELAND
|
|
|
Name:
|
Robert M. Vreeland
|
|
Title:
|
Chief Financial Officer
(Principal Financial Officer)
|
|