|
Delaware
|
|
33-0968580
|
(State or other jurisdiction of incorporation)
|
|
(IRS Employer Identification No.)
|
|
|
|
|
|
|
|
|
December 31,
2017 |
|
June 30,
2018 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash, cash equivalents and restricted cash
|
$
|
37,208
|
|
|
$
|
43,407
|
|
Short-term investments
|
141,462
|
|
|
211,216
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $1,276 and $1,391 as of December 31, 2017 and June 30, 2018, respectively
|
63,961
|
|
|
67,824
|
|
||
Other receivables
|
19,235
|
|
|
16,827
|
|
||
Inventory
|
35,238
|
|
|
37,127
|
|
||
Prepaid expenses and other current assets
|
7,793
|
|
|
9,547
|
|
||
Total current assets
|
304,897
|
|
|
385,948
|
|
||
Land, property and equipment, net
|
367,305
|
|
|
352,617
|
|
||
Notes receivable and other long-term assets, net
|
21,397
|
|
|
16,454
|
|
||
Investments in other entities
|
30,395
|
|
|
28,218
|
|
||
Goodwill
|
64,328
|
|
|
64,328
|
|
||
Intangible assets, net
|
3,590
|
|
|
2,844
|
|
||
Total assets
|
$
|
791,912
|
|
|
$
|
850,409
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of debt and capital lease obligations
|
$
|
139,699
|
|
|
$
|
115,780
|
|
Accounts payable
|
17,901
|
|
|
11,585
|
|
||
Accrued liabilities
|
42,268
|
|
|
43,602
|
|
||
Deferred revenue
|
3,432
|
|
|
10,044
|
|
||
Total current liabilities
|
203,300
|
|
|
181,011
|
|
||
Long-term portion of debt and capital lease obligations
|
120,388
|
|
|
124,072
|
|
||
Other long-term liabilities
|
18,566
|
|
|
15,176
|
|
||
Total liabilities
|
342,254
|
|
|
320,259
|
|
||
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 224,000,000 shares and 304,000,000 shares as of December 31, 2017 and June 30, 2018, respectively; issued and outstanding 151,650,969 shares and 203,430,778 shares as of December 31, 2017 and June 30, 2018, respectively
|
15
|
|
|
20
|
|
||
Additional paid-in capital
|
1,111,432
|
|
|
1,195,401
|
|
||
Accumulated deficit
|
(683,570
|
)
|
|
(684,616
|
)
|
||
Accumulated other comprehensive loss
|
(887
|
)
|
|
(388
|
)
|
||
Total Clean Energy Fuels Corp. stockholders’ equity
|
426,990
|
|
|
510,417
|
|
||
Noncontrolling interest in subsidiary
|
22,668
|
|
|
19,733
|
|
||
Total stockholders’ equity
|
449,658
|
|
|
530,150
|
|
||
Total liabilities and stockholders’ equity
|
$
|
791,912
|
|
|
$
|
850,409
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
|
||||||||||||
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Product revenue
|
$
|
67,849
|
|
|
$
|
61,120
|
|
|
$
|
144,078
|
|
|
$
|
153,371
|
|
|
Service revenue
|
13,167
|
|
|
9,347
|
|
|
26,429
|
|
|
19,499
|
|
|
||||
Total revenue
|
81,016
|
|
|
70,467
|
|
|
170,507
|
|
|
172,870
|
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales (exclusive of depreciation and amortization shown separately below):
|
|
|
|
|
|
|
|
|
||||||||
Product cost of sales
|
50,825
|
|
|
41,396
|
|
|
105,422
|
|
|
91,595
|
|
|
||||
Service cost of sales
|
6,519
|
|
|
4,255
|
|
|
12,783
|
|
|
8,852
|
|
|
||||
Selling, general and administrative
|
23,304
|
|
|
19,868
|
|
|
47,077
|
|
|
38,705
|
|
|
||||
Depreciation and amortization
|
14,336
|
|
|
13,332
|
|
|
29,653
|
|
|
26,133
|
|
|
||||
Total operating expenses
|
94,984
|
|
|
78,851
|
|
|
194,935
|
|
|
165,285
|
|
|
||||
Operating income (loss)
|
(13,968
|
)
|
|
(8,384
|
)
|
|
(24,428
|
)
|
|
7,585
|
|
|
||||
Interest expense
|
(4,285
|
)
|
|
(4,527
|
)
|
|
(9,196
|
)
|
|
(9,030
|
)
|
|
||||
Interest income
|
499
|
|
|
489
|
|
|
691
|
|
|
1,064
|
|
|
||||
Other income (expense), net
|
135
|
|
|
79
|
|
|
(32
|
)
|
|
67
|
|
|
||||
Loss from equity method investments
|
(34
|
)
|
|
(729
|
)
|
|
(70
|
)
|
|
(2,197
|
)
|
|
||||
Gain from extinguishment of debt
|
—
|
|
|
—
|
|
|
3,195
|
|
|
—
|
|
|
||||
Gain (loss) from sale of certain assets of subsidiary
|
(762
|
)
|
|
—
|
|
|
69,886
|
|
|
—
|
|
|
||||
Income (loss) before income taxes
|
(18,415
|
)
|
|
(13,072
|
)
|
|
40,046
|
|
|
(2,511
|
)
|
|
||||
Income tax benefit (expense)
|
(124
|
)
|
|
(89
|
)
|
|
2,139
|
|
|
(177
|
)
|
|
||||
Net income (loss)
|
(18,539
|
)
|
|
(13,161
|
)
|
|
42,185
|
|
|
(2,688
|
)
|
|
||||
Loss attributable to noncontrolling interest
|
731
|
|
|
1,186
|
|
|
1,066
|
|
|
2,935
|
|
|
||||
Net income (loss) attributable to Clean Energy Fuels Corp.
|
$
|
(17,808
|
)
|
|
$
|
(11,975
|
)
|
|
$
|
43,251
|
|
|
$
|
247
|
|
|
Income (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.12
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
0.29
|
|
|
$
|
0.00
|
|
|
Diluted
|
$
|
(0.12
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
0.28
|
|
|
$
|
0.00
|
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
150,586,423
|
|
|
162,613,316
|
|
|
149,721,767
|
|
|
157,432,786
|
|
|
||||
Diluted
|
150,586,423
|
|
|
162,613,316
|
|
|
152,415,149
|
|
|
161,682,245
|
|
|
|
Clean Energy Fuels Corp.
|
|
Noncontrolling Interest
|
|
Total
|
||||||||||||||||||
|
Three Months Ended
June 30, |
|
Three Months Ended
June 30, |
|
Three Months Ended
June 30, |
||||||||||||||||||
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
||||||||||||
Net income (loss)
|
$
|
(17,808
|
)
|
|
$
|
(11,975
|
)
|
|
$
|
(731
|
)
|
|
$
|
(1,186
|
)
|
|
$
|
(18,539
|
)
|
|
$
|
(13,161
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments, net of $0 tax in 2017 and 2018
|
(323
|
)
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
(323
|
)
|
|
(25
|
)
|
||||||
Foreign currency adjustments on intra-entity long-term investments, net of $0 tax in 2017 and 2018
|
1,535
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,535
|
|
|
—
|
|
||||||
Unrealized gains (losses) on available-for-sale securities, net of $0 tax in 2017 and 2018
|
(104
|
)
|
|
549
|
|
|
—
|
|
|
—
|
|
|
(104
|
)
|
|
549
|
|
||||||
Total other comprehensive income
|
1,108
|
|
|
524
|
|
|
—
|
|
|
—
|
|
|
1,108
|
|
|
524
|
|
||||||
Comprehensive income (loss)
|
$
|
(16,700
|
)
|
|
$
|
(11,451
|
)
|
|
$
|
(731
|
)
|
|
$
|
(1,186
|
)
|
|
$
|
(17,431
|
)
|
|
$
|
(12,637
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Clean Energy Fuels Corp.
|
|
Noncontrolling Interest
|
|
Total
|
||||||||||||||||||
|
Six Months Ended
June 30, |
|
Six Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||||||||
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
||||||||||||
Net income (loss)
|
$
|
43,251
|
|
|
$
|
247
|
|
|
$
|
(1,066
|
)
|
|
$
|
(2,935
|
)
|
|
$
|
42,185
|
|
|
$
|
(2,688
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments, net of $0 tax in 2017 and 2018
|
37
|
|
|
(104
|
)
|
|
—
|
|
|
—
|
|
|
37
|
|
|
(104
|
)
|
||||||
Foreign currency adjustments on intra-entity long-term investments, net of $0 tax in 2017 and 2018
|
2,114
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,114
|
|
|
—
|
|
||||||
Unrealized gains (losses) on available-for-sale securities, net of $0 tax in 2017 and 2018
|
(109
|
)
|
|
603
|
|
|
—
|
|
|
—
|
|
|
(109
|
)
|
|
603
|
|
||||||
Total other comprehensive income
|
2,042
|
|
|
499
|
|
|
—
|
|
|
—
|
|
|
2,042
|
|
|
499
|
|
||||||
Comprehensive income (loss)
|
$
|
45,293
|
|
|
$
|
746
|
|
|
$
|
(1,066
|
)
|
|
$
|
(2,935
|
)
|
|
$
|
44,227
|
|
|
$
|
(2,189
|
)
|
|
Six Months Ended
June 30, |
||||||
|
2017
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
42,185
|
|
|
$
|
(2,688
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization expense
|
29,653
|
|
|
26,133
|
|
||
Provision for doubtful accounts, notes and inventory
|
1,279
|
|
|
407
|
|
||
Stock-based compensation expense
|
4,688
|
|
|
3,106
|
|
||
Amortization of premium and debt issuance cost
|
632
|
|
|
488
|
|
||
Realized loss on sale of available-for-sale debt securities
|
—
|
|
|
103
|
|
||
Loss on disposal of property and equipment
|
1,815
|
|
|
1,048
|
|
||
Gain on extinguishment of debt
|
(3,195
|
)
|
|
—
|
|
||
Gain from sale of certain assets of subsidiary
|
(69,886
|
)
|
|
—
|
|
||
Loss from equity method investments
|
70
|
|
|
2,197
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts and other receivables
|
23,698
|
|
|
(2,183
|
)
|
||
Inventory
|
(2,155
|
)
|
|
(2,189
|
)
|
||
Prepaid expenses and other assets
|
2,197
|
|
|
(1,795
|
)
|
||
Accounts payable
|
(11,289
|
)
|
|
(3,448
|
)
|
||
Deferred revenue
|
(677
|
)
|
|
3,269
|
|
||
Accrued expenses and other
|
(24,073
|
)
|
|
(1,524
|
)
|
||
Net cash provided by (used in) operating activities
|
(5,058
|
)
|
|
22,924
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of short-term investments
|
(156,940
|
)
|
|
(250,311
|
)
|
||
Maturities and sales of short-term investments
|
79,101
|
|
|
180,961
|
|
||
Purchases of and deposits on property and equipment
|
(13,965
|
)
|
|
(9,830
|
)
|
||
Loans made to customers
|
(601
|
)
|
|
—
|
|
||
Payments on and proceeds from sales of loans receivable
|
726
|
|
|
213
|
|
||
Cash received from sale of certain assets of subsidiary, net of cash, cash equivalents and restricted cash transferred
|
149,088
|
|
|
871
|
|
||
Investments in other entities
|
(1,929
|
)
|
|
—
|
|
||
Net cash provided by (used in) investing activities
|
55,480
|
|
|
(78,096
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Issuances of common stock
|
10,767
|
|
|
83,419
|
|
||
Fees paid for issuances of common stock
|
(625
|
)
|
|
(455
|
)
|
||
Payment to holders of stock options in subsidiary
|
(8,605
|
)
|
|
—
|
|
||
Proceeds from debt instruments
|
6,290
|
|
|
6,261
|
|
||
Proceeds from revolving line of credit
|
298
|
|
|
—
|
|
||
Repayment of borrowing under revolving line of credit
|
(23,500
|
)
|
|
—
|
|
||
Repayment of capital lease obligations and debt instruments
|
(28,402
|
)
|
|
(27,724
|
)
|
||
Net cash provided by (used in) financing activities
|
(43,777
|
)
|
|
61,501
|
|
||
Effect of exchange rates on cash, cash equivalents and restricted cash
|
452
|
|
|
(130
|
)
|
||
Net increase in cash, cash equivalents and restricted cash
|
7,097
|
|
|
6,199
|
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
43,115
|
|
|
37,208
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
$
|
50,212
|
|
|
$
|
43,407
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Income taxes paid
|
$
|
294
|
|
|
$
|
160
|
|
Interest paid, net of approximately $51 and $106 capitalized, respectively
|
8,830
|
|
|
6,743
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2018
|
|
2017
|
|
2018
|
||||||||
Volume -related
|
$
|
63,290
|
|
|
$
|
62,642
|
|
|
$
|
136,865
|
|
|
$
|
129,978
|
|
Station construction sales
|
12,312
|
|
|
5,781
|
|
|
21,575
|
|
|
11,579
|
|
||||
Alternative fuels excise tax credit (“AFTC”)
|
—
|
|
|
1,382
|
|
|
—
|
|
|
26,863
|
|
||||
Compressor sales
|
5,254
|
|
|
—
|
|
|
11,721
|
|
|
—
|
|
||||
Other
|
160
|
|
|
662
|
|
|
346
|
|
|
4,450
|
|
||||
|
$
|
81,016
|
|
|
$
|
70,467
|
|
|
$
|
170,507
|
|
|
$
|
172,870
|
|
|
December 31, 2017
|
|
June 30, 2018
|
||||
Receivables, net
|
$
|
63,961
|
|
|
$
|
67,824
|
|
|
|
|
|
||||
Contract Assets - Current
|
$
|
1,603
|
|
|
$
|
579
|
|
Contract Assets - Noncurrent
|
5,046
|
|
|
3,954
|
|
||
Contract Assets - Total
|
$
|
6,649
|
|
|
$
|
4,533
|
|
|
|
|
|
||||
Contract Liabilities - Current
|
$
|
3,432
|
|
|
$
|
10,044
|
|
Contract Liabilities - Noncurrent
|
13,413
|
|
|
10,388
|
|
||
Contract Liabilities - Total
|
$
|
16,845
|
|
|
$
|
20,432
|
|
|
December 31,
2017 |
|
June 30,
2018 |
||||
Cash and cash equivalents
|
$
|
36,081
|
|
|
$
|
41,530
|
|
Restricted cash - standby letters of credit
|
1,127
|
|
|
1,127
|
|
||
Restricted cash - held in escrow
|
—
|
|
|
750
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
37,208
|
|
|
$
|
43,407
|
|
|
Amortized Cost
|
|
Gross Unrealized
Losses
|
|
Estimated Fair
Value
|
||||||
Municipal bonds and notes
|
$
|
21,414
|
|
|
$
|
(49
|
)
|
|
$
|
21,365
|
|
Zero coupon bonds
|
54,159
|
|
|
(33
|
)
|
|
54,126
|
|
|||
Corporate bonds
|
55,109
|
|
|
(40
|
)
|
|
55,069
|
|
|||
Certificates of deposit
|
10,902
|
|
|
—
|
|
|
10,902
|
|
|||
Total short-term investments
|
$
|
141,584
|
|
|
$
|
(122
|
)
|
|
$
|
141,462
|
|
|
Amortized Cost
|
|
Gross Unrealized
Losses
|
|
Estimated Fair
Value
|
||||||
Municipal bonds and notes
|
$
|
33,700
|
|
|
$
|
—
|
|
|
$
|
33,700
|
|
Zero coupon bonds
|
132,925
|
|
|
(28
|
)
|
|
132,897
|
|
|||
Corporate bonds
|
33,647
|
|
|
(10
|
)
|
|
33,637
|
|
|||
Certificates of deposit
|
10,982
|
|
|
—
|
|
|
10,982
|
|
|||
Total short-term investments
|
$
|
211,254
|
|
|
$
|
(38
|
)
|
|
$
|
211,216
|
|
Description
|
|
Balance at
December 31, 2017 |
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale debt securities
(1)
:
|
|
|
|
|
|
|
|
|
||||||||
Municipal bonds and notes
|
|
$
|
21,365
|
|
|
$
|
—
|
|
|
$
|
21,365
|
|
|
$
|
—
|
|
Zero coupon bonds
|
|
54,126
|
|
|
—
|
|
|
54,126
|
|
|
—
|
|
||||
Corporate bonds
|
|
55,069
|
|
|
—
|
|
|
55,069
|
|
|
—
|
|
||||
Certificates of deposit
(1)
|
|
10,902
|
|
|
—
|
|
|
10,902
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Warrants
(2)
|
|
$
|
536
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
536
|
|
Description
|
|
Balance at
June 30, 2018 |
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale debt securities
(1)
:
|
|
|
|
|
|
|
|
|
||||||||
Municipal bonds and notes
|
|
$
|
33,700
|
|
|
$
|
—
|
|
|
$
|
33,700
|
|
|
$
|
—
|
|
Zero coupon bonds
|
|
132,897
|
|
|
—
|
|
|
132,897
|
|
|
—
|
|
||||
Corporate bonds
|
|
33,637
|
|
|
—
|
|
|
33,637
|
|
|
—
|
|
||||
Certificates of deposit
(1)
|
|
10,982
|
|
|
—
|
|
|
10,982
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Warrants
(2)
|
|
$
|
444
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
444
|
|
|
|
December 31,
2017 |
|
June 30,
2018 |
||||
Loans to customers to finance vehicle purchases
|
$
|
4,746
|
|
|
$
|
5,327
|
|
Accrued customer billings
|
10,072
|
|
|
7,063
|
|
||
Fuel tax credits
|
177
|
|
|
1,246
|
|
||
Other
|
4,240
|
|
|
3,191
|
|
||
Total other receivables
|
$
|
19,235
|
|
|
$
|
16,827
|
|
|
December 31,
2017 |
|
June 30,
2018 |
||||
Raw materials and spare parts
|
$
|
35,145
|
|
|
$
|
37,038
|
|
Finished goods
|
93
|
|
|
89
|
|
||
Total inventories
|
$
|
35,238
|
|
|
$
|
37,127
|
|
|
December 31,
2017 |
|
June 30,
2018 |
||||
Land
|
$
|
2,858
|
|
|
$
|
2,858
|
|
LNG liquefaction plants
|
94,634
|
|
|
94,634
|
|
||
Station equipment
|
304,090
|
|
|
306,575
|
|
||
Trailers
|
70,906
|
|
|
71,272
|
|
||
Other equipment
|
88,313
|
|
|
94,713
|
|
||
Construction in progress
|
74,905
|
|
|
74,735
|
|
||
|
635,706
|
|
|
644,787
|
|
||
Less: accumulated depreciation
|
(268,401
|
)
|
|
(292,170
|
)
|
||
Total land, property and equipment, net
|
$
|
367,305
|
|
|
$
|
352,617
|
|
|
December 31,
2017 |
|
June 30,
2018 |
||||
Accrued alternative fuels incentives
(1)
|
$
|
2,954
|
|
|
$
|
6,544
|
|
Accrued employee benefits
|
2,378
|
|
|
3,161
|
|
||
Accrued interest
|
1,486
|
|
|
3,431
|
|
||
Accrued gas and equipment purchases
|
8,722
|
|
|
8,144
|
|
||
Accrued property and other taxes
|
4,582
|
|
|
4,014
|
|
||
Accrued salaries and wages
|
8,363
|
|
|
4,140
|
|
||
Other
(2)
|
13,783
|
|
|
14,168
|
|
||
Total accrued liabilities
|
$
|
42,268
|
|
|
$
|
43,602
|
|
(1)
|
Includes the amount of RINs and LCFS Credits and, as of
June 30, 2018
, the amount of AFTC payable to third parties. The AFTC had expired as of December 31, 2017, but was reinstated in February 2018 for vehicle fuel sales made from January 1, 2017 through December 31, 2017. See Note
18
for more information about AFTC.
|
(2)
|
The amount as of December 31, 2017 and
June 30, 2018
includes lease termination fees and asset retirement obligations related to the closure of certain fueling stations and working capital adjustments in the third and fourth quarters of 2017, in addition to funding for certain commitments and transaction fees incurred as a result of the CEC Combination (see Note
4
for more information).
|
|
December 31, 2017
|
||||||||||
|
Principal Balances
|
|
Unamortized Debt Financing Costs
|
|
Balance, Net of Financing Costs
|
||||||
7.5% Notes
|
$
|
125,000
|
|
|
$
|
131
|
|
|
$
|
124,869
|
|
5.25% Notes
|
110,450
|
|
|
454
|
|
|
109,996
|
|
|||
NG Advantage debt and capital lease obligations
|
23,437
|
|
|
259
|
|
|
23,178
|
|
|||
Capital lease obligations
|
802
|
|
|
—
|
|
|
802
|
|
|||
Other debt
|
1,242
|
|
|
—
|
|
|
1,242
|
|
|||
Total debt and capital lease obligations
|
260,931
|
|
|
844
|
|
|
260,087
|
|
|||
Less amounts due within one year
|
(140,223
|
)
|
|
(524
|
)
|
|
(139,699
|
)
|
|||
Total long-term debt and capital lease obligations
|
$
|
120,708
|
|
|
$
|
320
|
|
|
$
|
120,388
|
|
|
June 30, 2018
|
||||||||||
|
Principal Balances
|
|
Unamortized Debt Financing Costs
|
|
Balance Net of Financing Costs
|
||||||
7.5% Notes
|
$
|
100,000
|
|
|
$
|
87
|
|
|
$
|
99,913
|
|
5.25% Notes
|
110,450
|
|
|
150
|
|
|
110,300
|
|
|||
NG Advantage debt and capital lease obligations
|
28,027
|
|
|
303
|
|
|
27,724
|
|
|||
Capital lease obligations
|
780
|
|
|
—
|
|
|
780
|
|
|||
Other debt
|
1,135
|
|
|
—
|
|
|
1,135
|
|
|||
Total debt and capital lease obligations
|
240,392
|
|
|
540
|
|
|
239,852
|
|
|||
Less amounts due within one year
|
(116,000
|
)
|
|
(220
|
)
|
|
(115,780
|
)
|
|||
Total long-term debt and capital lease obligations
|
$
|
124,392
|
|
|
$
|
320
|
|
|
$
|
124,072
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
2017
|
|
2018
|
|
2017
|
|
2018
|
||||
Weighted-average common shares outstanding
|
150,586,423
|
|
|
162,613,316
|
|
|
149,721,767
|
|
|
157,432,786
|
|
Dilutive effect of potential common shares from restricted stock units and stock options
|
—
|
|
|
—
|
|
|
2,693,382
|
|
|
4,249,459
|
|
Weighted-average common shares outstanding - diluted
|
150,586,423
|
|
|
162,613,316
|
|
|
152,415,149
|
|
|
161,682,245
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
2017
|
|
2018
|
|
2017
|
|
2018
|
||||
Stock Options
|
10,163,119
|
|
|
10,127,427
|
|
|
10,163,119
|
|
|
8,329,642
|
|
Convertible Notes
|
14,991,521
|
|
|
13,409,242
|
|
|
14,991,521
|
|
|
13,409,242
|
|
Restricted Stock Units
|
2,693,382
|
|
|
2,451,674
|
|
|
—
|
|
|
2,451,674
|
|
Total
|
27,848,022
|
|
|
25,988,343
|
|
|
25,154,640
|
|
|
24,190,558
|
|
|
Three Months Ended June 30, 2017
|
|
Six Months Ended
June 30, 2017 |
||||
Gross proceeds
|
$
|
—
|
|
|
$
|
10,767
|
|
Fees and issuance costs
|
57
|
|
|
311
|
|
||
Net proceeds
|
$
|
(57
|
)
|
|
$
|
10,456
|
|
Shares issued
|
—
|
|
|
3,802,500
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
|
||||||||||||
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
||||||||
Stock-based compensation expense, net of $0 tax in 2017 and 2018
|
$
|
2,778
|
|
|
$
|
1,208
|
|
|
$
|
4,688
|
|
|
$
|
3,106
|
|
|
Revenue (in millions)
|
|
Three Months
Ended June 30, 2017 |
|
Three Months
Ended June 30, 2018 |
|
Six Months
Ended June 30, 2017 |
|
Six Months
Ended June 30, 2018 |
||||||||
Volume -Related
(1)
|
|
$
|
63.3
|
|
|
$
|
62.6
|
|
|
$
|
136.9
|
|
|
$
|
130.0
|
|
Compressor Sales
(2)
|
|
5.2
|
|
|
—
|
|
|
11.7
|
|
|
—
|
|
||||
Station Construction Sales
|
|
12.3
|
|
|
5.8
|
|
|
21.6
|
|
|
11.6
|
|
||||
AFTC
(3)
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
26.9
|
|
||||
Other
|
|
0.2
|
|
|
0.7
|
|
|
0.3
|
|
|
4.4
|
|
||||
Total
|
|
$
|
81.0
|
|
|
$
|
70.5
|
|
|
$
|
170.5
|
|
|
$
|
172.9
|
|
(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. More information about our volume of fuel and O&M services delivered in the periods is included below under “Key Operating Data.” The following table summarizes our revenue from sales of RINs and LCFS Credits in the periods:
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In millions)
|
|
2017
|
|
2018
|
|
2017 (a)
|
|
2018
|
||||||||
RIN Credits
|
|
$
|
3.7
|
|
|
$
|
3.1
|
|
|
$
|
13.4
|
|
|
$
|
6.5
|
|
LCFS Credits
|
|
0.4
|
|
|
1.7
|
|
|
2.9
|
|
|
3.9
|
|
||||
Total
|
|
$
|
4.1
|
|
|
$
|
4.8
|
|
|
$
|
16.3
|
|
|
$
|
10.4
|
|
a.
|
RINs and LCFS Credits revenue was decreased subsequent to the BP Transaction (see Note
3
).
|
(2)
|
We completed the CEC Combination on December 29, 2017 (see Note
4
). As a result, no revenue for compressor sales has been or will be received or recorded after that date.
|
(3)
|
Represents a federal alternative fuels tax credit that we refer to as “AFTC,” which expired December 31, 2016 but, subsequent to December 31, 2017, was reinstated for vehicle fuel sales made in 2017. See "Recent Developments" below for more information.
|
Gasoline gallon equivalents
delivered (in millions)
|
|
Year Ended
December 31,
2015
|
|
Year Ended
December 31,
2016
|
|
Year Ended
December 31,
2017
|
|
Three Months
Ended June 30, 2017 |
|
Three Months
Ended June 30, 2018 |
|
Six Months
Ended June 30, 2017 |
|
Six Months
Ended June 30, 2018 |
|||||||
CNG
(1)
|
|
229.2
|
|
|
259.2
|
|
|
283.4
|
|
|
71.1
|
|
|
73.8
|
|
|
139.6
|
|
|
144.6
|
|
LNG
|
|
70.5
|
|
|
66.8
|
|
|
66.1
|
|
|
16.7
|
|
|
15.6
|
|
|
32.7
|
|
|
29.9
|
|
RNG
(2)
|
|
8.8
|
|
|
3.0
|
|
|
1.9
|
|
|
0.6
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
Total
|
|
308.5
|
|
|
329.0
|
|
|
351.4
|
|
|
88.4
|
|
|
89.4
|
|
|
173.5
|
|
|
174.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gasoline gallon equivalents
delivered (in millions)
|
|
Year Ended
December 31,
2015
|
|
Year Ended
December 31,
2016
|
|
Year Ended
December 31,
2017
|
|
Three Months
Ended June 30, 2017 |
|
Three Months
Ended June 30, 2018 |
|
Six Months
Ended June 30, 2017 |
|
Six Months
Ended June 30, 2018 |
|||||||
O&M services
|
|
159.3
|
|
|
176.6
|
|
|
199.5
|
|
|
50.3
|
|
|
52.4
|
|
|
97.0
|
|
|
101.2
|
|
Fuel
(1)
|
|
130.1
|
|
|
128.5
|
|
|
127.3
|
|
|
31.8
|
|
|
30.5
|
|
|
64.4
|
|
|
60.6
|
|
Fuel and O&M services
(3)
|
|
19.1
|
|
|
23.9
|
|
|
24.6
|
|
|
6.3
|
|
|
6.5
|
|
|
12.1
|
|
|
12.7
|
|
Total
|
|
308.5
|
|
|
329.0
|
|
|
351.4
|
|
|
88.4
|
|
|
89.4
|
|
|
173.5
|
|
|
174.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operating data (in millions)
|
|
Year Ended
December 31,
2015
|
|
Year Ended
December 31,
2016
|
|
Year Ended
December 31,
2017
|
|
Three Months
Ended June 30, 2017 |
|
Three Months
Ended June 30, 2018 |
|
Six Months
Ended June 30, 2017 |
|
Six Months
Ended June 30, 2018 |
||||||||||||||
Station construction cost of sales
|
|
$
|
32.3
|
|
|
$
|
57.0
|
|
|
$
|
47.0
|
|
|
$
|
11.3
|
|
|
$
|
6.0
|
|
|
$
|
19.7
|
|
|
$
|
11.9
|
|
Gross margin
(4)
|
|
$
|
125.8
|
|
|
$
|
147.1
|
|
|
$
|
85.8
|
|
|
$
|
23.7
|
|
|
$
|
24.8
|
|
|
$
|
52.3
|
|
|
$
|
72.4
|
|
Net income (loss) attributable to Clean Energy Fuels. Corp
(4)
|
|
$
|
(134.2
|
)
|
|
$
|
(12.2
|
)
|
|
$
|
(79.2
|
)
|
|
$
|
(17.8
|
)
|
|
$
|
(12.0
|
)
|
|
$
|
43.3
|
|
|
$
|
0.2
|
|
|
(3)
|
Represents gasoline gallon equivalents at stations where we provide both fuel and O&M services.
|
(4)
|
Includes the following amounts of AFTC revenue: $31.0 million, $26.6 million, and $0.0 million for the years ended December 31,
2015
,
2016
, and
2017
, respectively, and
$1.4 million
and
$26.9 million
for the
three and six
months ended
June 30, 2018
, respectively.
|
•
|
Revenue recognition;
|
•
|
Impairment of goodwill and long-lived assets;
|
•
|
Income taxes; and
|
•
|
Fair value measurements.
|
|
Three Months Ended June 30,
|
|
||||
|
2017
|
|
2018
|
|
||
Statement of Operations Data:
|
|
|
|
|
|
|
Revenue:
|
|
|
|
|
|
|
Product revenue
|
83.7
|
%
|
|
86.7
|
%
|
|
Service revenue
|
16.3
|
|
|
13.3
|
|
|
Total revenue
|
100.0
|
|
|
100.0
|
|
|
Operating expenses:
|
|
|
|
|
|
|
Cost of sales (exclusive of depreciation and amortization shown separately below):
|
|
|
|
|
|
|
Product cost of sales
|
62.7
|
|
|
58.7
|
|
|
Service cost of sales
|
8.0
|
|
|
6.0
|
|
|
Selling, general and administrative
|
28.8
|
|
|
28.2
|
|
|
Depreciation and amortization
|
17.7
|
|
|
18.9
|
|
|
Total operating expenses
|
117.2
|
|
|
111.8
|
|
|
Operating income (loss)
|
(17.2
|
)
|
|
(11.8
|
)
|
|
Interest expense
|
(5.3
|
)
|
|
(6.4
|
)
|
|
Interest income
|
0.6
|
|
|
0.7
|
|
|
Other income (expense), net
|
0.2
|
|
|
0.1
|
|
|
Loss from equity method investments
|
0.0
|
|
|
(1.0
|
)
|
|
Gain from extinguishment of debt
|
—
|
|
|
—
|
|
|
Gain (loss) from sale of certain assets of subsidiary
|
(0.9
|
)
|
|
—
|
|
|
Income (loss) before income taxes
|
(22.6
|
)
|
|
(18.4
|
)
|
|
Income tax benefit (expense)
|
(0.2
|
)
|
|
(0.1
|
)
|
|
Net income (loss)
|
(22.8
|
)
|
|
(18.5
|
)
|
|
Loss attributable to noncontrolling interest
|
0.9
|
|
|
1.7
|
|
|
Net income (loss) attributable to Clean Energy Fuels Corp.
|
(21.9
|
)%
|
|
(16.8
|
)%
|
|
|
Six Months Ended June 30,
|
|
||||
|
2017
|
|
2018
|
|
||
Statement of Operations Data:
|
|
|
|
|
|
|
Revenue:
|
|
|
|
|
|
|
Product revenue
|
84.5
|
%
|
|
88.7
|
%
|
|
Service revenue
|
15.5
|
|
|
11.3
|
|
|
Total revenue
|
100.0
|
|
|
100.0
|
|
|
Operating expenses:
|
|
|
|
|
|
|
Cost of sales (exclusive of depreciation and amortization shown separately below):
|
|
|
|
|
|
|
Product cost of sales
|
61.8
|
|
|
53.0
|
|
|
Service cost of sales
|
7.5
|
|
|
5.1
|
|
|
Selling, general and administrative
|
27.6
|
|
|
22.4
|
|
|
Depreciation and amortization
|
17.4
|
|
|
15.1
|
|
|
Total operating expenses
|
114.3
|
|
|
95.6
|
|
|
Operating income (loss)
|
(14.3
|
)
|
|
4.4
|
|
|
Interest expense
|
(5.4
|
)
|
|
(5.2
|
)
|
|
Interest income
|
0.4
|
|
|
0.6
|
|
|
Other income (expense), net
|
0.0
|
|
|
0.0
|
|
|
Loss from equity method investments
|
0.0
|
|
|
(1.3
|
)
|
|
Gain from extinguishment of debt
|
1.9
|
|
|
—
|
|
|
Gain (loss) from sale of certain assets of subsidiary
|
41.0
|
|
|
—
|
|
|
Income (loss) before income taxes
|
23.6
|
|
|
(1.5
|
)
|
|
Income tax benefit (expense)
|
1.3
|
|
|
(0.1
|
)
|
|
Net income (loss)
|
24.9
|
|
|
(1.6
|
)
|
|
Loss attributable to noncontrolling interest
|
0.6
|
|
|
1.7
|
|
|
Net income (loss) attributable to Clean Energy Fuels Corp.
|
25.5
|
%
|
|
0.1
|
%
|
|
(in millions)
|
|
Six Months Ended June 30, 2017
|
|
Inception through May 31, 2017
|
|
||||
Gross proceeds
|
|
$
|
10.8
|
|
|
$
|
121.3
|
|
|
Fees and issuance costs
|
|
0.3
|
|
|
3.4
|
|
|
||
Net proceeds
|
|
$
|
10.5
|
|
|
$
|
117.9
|
|
|
Shares issued
|
|
3.8
|
|
|
36.4
|
|
|
•
|
Outstanding surety bonds for construction contracts and general corporate purposes totaling
$29.1 million
;
|
•
|
One
long-term natural gas contract with a take-or-pay commitment;
|
•
|
One long-term natural gas contract with a fixed supply commitment along with a guaranty agreement; and
|
•
|
Operating leases where we are the lessee.
|
•
|
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 need for alternative vehicle fuels generally;
|
•
|
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 and performance, generally and in our key customer markets and relative to comparable vehicles powered by other fuels;
|
•
|
Increasing competition in the market for vehicle fuels generally, and the nature and impact of competitive developments in this market, including advances or 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 other attention 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 impact 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.
|
•
|
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 relinquishment 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;
|
•
|
Inability to generate sufficient revenue to offset costs related to an acquisition, investment or other transaction or relationship;
|
•
|
Incurrence of substantial costs, debt or equity dilution in order to fund an acquisition, investment or other transaction or relationship;
|
•
|
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 above;
|
•
|
Our ability to implement our business plans and their level of success, including, among others, our goal of fueling a greater number of natural gas heavy-duty trucks and our related initiatives to launch a truck financing program and related credit support arrangement with Total and build ANGH;
|
•
|
Failure to meet or exceed the financial guidance we have provided to the public or the estimates and projections of the investment community;
|
•
|
The market's perception of the success and importance of any 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
|
|
|
|
3.1*
|
|
|
|
|
|
3.1.1*
|
|
|
|
|
|
10.125
|
|
|
|
|
|
10.126
|
|
|
|
|
|
10.127
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
32.1**
|
|
|
|
|
|
101*
|
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, formatted in XBRL (eXtensible Business Reporting Language):
|
|
|
(i) Condensed Consolidated Balance Sheets as of December 31, 2017 and June 30, 2018;
|
|
|
(ii) Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2017 and 2018;
|
|
|
(iii) Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2017 and 2018;
|
|
|
(iv) Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2017 and 2018; and
|
|
|
(v) Notes to Condensed Consolidated Financial Statements.
|
|
CLEAN ENERGY FUELS CORP.
|
|
|
|
|
Date: August 7, 2018
|
By:
|
/s/ ROBERT M. VREELAND
|
|
|
Robert M. Vreeland
|
|
|
Chief Financial Officer
(Principal financial officer and duly authorized to sign on behalf of the registrant)
|
|
CLEAN ENERGY FUELS CORP.
|
|
|
|
|
|
|
|
|
By:
|
/s/ MITCHELL W. PRATT
|
|
Name:
|
Mitchell W. Pratt
|
|
Title:
|
COO & Corporate Secretary
|
|
CLEAN ENERGY FUELS CORP.
|
|
|
|
|
|
|
|
|
By:
|
/s/ MITCHELL W. PRATT
|
|
|
Name: Mitchell W. Pratt
|
|
|
Title: SVP & Corporate Secretary
|
Dated: September 14, 2006
|
By:
|
/s/ MITCHELL W. PRATT
|
|
|
Mitchell W. Pratt
|
|
|
Secretary
|
|
|
|
CLEAN ENERGY FUELS CORP.
|
||
|
|
|
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: August 7, 2018
|
|
|
|
|
|
/s/ ROBERT M. VREELAND
|
|
|
Name:
|
Robert M. Vreeland
|
|
Title:
|
Chief Financial Officer
(Principal Financial Officer)
|
|