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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Clean Energy Fuels Corp | NASDAQ:CLNE | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.0771 | 3.31% | 2.4071 | 2.36 | 2.44 | 2.4488 | 2.3425 | 2.40 | 839,400 | 01:00:00 |
|
Delaware
|
|
33-0968580
|
(State or other jurisdiction of incorporation)
|
|
(IRS Employer Identification No.)
|
|
|
|
|
|
|
|
|
December 31,
2016 |
|
March 31,
2017 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
36,119
|
|
|
$
|
47,125
|
|
Restricted cash
|
6,996
|
|
|
253
|
|
||
Short-term investments
|
73,718
|
|
|
50,803
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $1,063 and $1,006 as of December 31, 2016 and March 31, 2017, respectively
|
79,432
|
|
|
68,123
|
|
||
Other receivables
|
21,934
|
|
|
19,861
|
|
||
Note receivable
|
—
|
|
|
123,487
|
|
||
Inventory
|
29,544
|
|
|
28,711
|
|
||
Prepaid expenses and other current assets
|
14,021
|
|
|
12,656
|
|
||
Total current assets
|
261,764
|
|
|
351,019
|
|
||
Land, property and equipment, net
|
483,923
|
|
|
433,317
|
|
||
Notes receivable and other long-term assets, net
|
16,377
|
|
|
15,244
|
|
||
Investments in other entities
|
3,475
|
|
|
2,606
|
|
||
Goodwill
|
93,018
|
|
|
66,777
|
|
||
Intangible assets, net
|
38,700
|
|
|
37,496
|
|
||
Total assets
|
$
|
897,257
|
|
|
$
|
906,459
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of debt and capital lease obligations
|
$
|
5,943
|
|
|
$
|
4,132
|
|
Accounts payable
|
23,637
|
|
|
17,220
|
|
||
Accrued liabilities
|
52,601
|
|
|
53,694
|
|
||
Deferred revenue
|
7,041
|
|
|
7,212
|
|
||
Total current liabilities
|
89,222
|
|
|
82,258
|
|
||
Long-term portion of debt and capital lease obligations
|
241,433
|
|
|
211,251
|
|
||
Long-term debt, related party
|
65,000
|
|
|
40,000
|
|
||
Other long-term liabilities
|
7,915
|
|
|
5,338
|
|
||
Total liabilities
|
403,570
|
|
|
338,847
|
|
||
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 145,538,063 shares and 149,722,174 shares at December 31, 2016 and March 31, 2017, respectively
|
15
|
|
|
15
|
|
||
Additional paid-in capital
|
1,090,361
|
|
|
1,103,124
|
|
||
Accumulated deficit
|
(603,836
|
)
|
|
(543,273
|
)
|
||
Accumulated other comprehensive loss
|
(17,675
|
)
|
|
(16,741
|
)
|
||
Total Clean Energy Fuels Corp. stockholders’ equity
|
468,865
|
|
|
543,125
|
|
||
Noncontrolling interest in subsidiary
|
24,822
|
|
|
24,487
|
|
||
Total stockholders’ equity
|
493,687
|
|
|
567,612
|
|
||
Total liabilities and stockholders’ equity
|
$
|
897,257
|
|
|
$
|
906,459
|
|
|
Three Months Ended
March 31, |
|
||||||
|
2016
|
|
2017
|
|
||||
Revenue:
|
|
|
|
|
||||
Product revenue
|
$
|
83,992
|
|
|
$
|
76,229
|
|
|
Service revenue
|
11,790
|
|
|
13,262
|
|
|
||
Total revenue
|
95,782
|
|
|
89,491
|
|
|
||
Operating expenses:
|
|
|
|
|
||||
Cost of sales (exclusive of depreciation and amortization shown separately below):
|
|
|
|
|
||||
Product cost of sales
|
53,371
|
|
|
54,597
|
|
|
||
Service cost of sales
|
5,884
|
|
|
6,264
|
|
|
||
Selling, general and administrative
|
25,595
|
|
|
23,773
|
|
|
||
Depreciation and amortization
|
14,961
|
|
|
15,317
|
|
|
||
Total operating expenses
|
99,811
|
|
|
99,951
|
|
|
||
Operating loss
|
(4,029
|
)
|
|
(10,460
|
)
|
|
||
Interest expense
|
(9,301
|
)
|
|
(4,911
|
)
|
|
||
Interest income
|
141
|
|
|
192
|
|
|
||
Other income (expense), net
|
250
|
|
|
(167
|
)
|
|
||
Loss from equity method investments
|
(74
|
)
|
|
(36
|
)
|
|
||
Gain from extinguishment of debt
|
15,923
|
|
|
3,195
|
|
|
||
Gain from sale of certain assets of subsidiary
|
—
|
|
|
70,648
|
|
|
||
Income before income taxes
|
2,910
|
|
|
58,461
|
|
|
||
Income tax benefit (expense)
|
(381
|
)
|
|
2,263
|
|
|
||
Net income
|
2,529
|
|
|
60,724
|
|
|
||
Loss attributable to noncontrolling interest
|
299
|
|
|
335
|
|
|
||
Net income attributable to Clean Energy Fuels Corp.
|
$
|
2,828
|
|
|
$
|
61,059
|
|
|
Income per share:
|
|
|
|
|
||||
Basic
|
$
|
0.03
|
|
|
$
|
0.41
|
|
|
Diluted
|
$
|
0.03
|
|
|
$
|
0.40
|
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
||||
Basic
|
97,178,768
|
|
|
148,847,503
|
|
|
||
Diluted
|
99,821,844
|
|
|
152,972,153
|
|
|
|
Clean Energy Fuels Corp.
|
|
Noncontrolling Interest
|
|
Total
|
||||||||||||||||||
|
Three Months Ended
March 31, |
|
Three Months Ended
March 31, |
|
Three Months Ended
March 31, |
||||||||||||||||||
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
||||||||||||
Net income
|
$
|
2,828
|
|
|
$
|
61,059
|
|
|
$
|
(299
|
)
|
|
$
|
(335
|
)
|
|
$
|
2,529
|
|
|
$
|
60,724
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments, net of $0 tax in 2016 and 2017
|
6,515
|
|
|
360
|
|
|
—
|
|
|
—
|
|
|
6,515
|
|
|
360
|
|
||||||
Foreign currency adjustments on intra-entity long-term investments, net of $0 tax in 2016 and 2017
|
(635
|
)
|
|
579
|
|
|
—
|
|
|
—
|
|
|
(635
|
)
|
|
579
|
|
||||||
Unrealized gains (losses) on available-for-sale securities, net of $0 tax in 2016 and 2017
|
67
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
67
|
|
|
(5
|
)
|
||||||
Total other comprehensive income
|
5,947
|
|
|
934
|
|
|
—
|
|
|
—
|
|
|
5,947
|
|
|
934
|
|
||||||
Comprehensive income
|
$
|
8,775
|
|
|
$
|
61,993
|
|
|
$
|
(299
|
)
|
|
$
|
(335
|
)
|
|
$
|
8,476
|
|
|
$
|
61,658
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
||||||
|
2016
|
|
2017
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
2,529
|
|
|
$
|
60,724
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
14,961
|
|
|
15,317
|
|
||
Provision for doubtful accounts, notes and inventory
|
665
|
|
|
409
|
|
||
Stock-based compensation expense
|
2,419
|
|
|
1,910
|
|
||
Amortization of debt issuance cost
|
467
|
|
|
240
|
|
||
Gain on extinguishment of debt
|
(15,923
|
)
|
|
(3,195
|
)
|
||
Gain from sale of certain assets of subsidiary
|
—
|
|
|
(70,648
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts and other receivables
|
35,935
|
|
|
18,604
|
|
||
Inventory
|
(748
|
)
|
|
162
|
|
||
Prepaid expenses and other assets
|
(794
|
)
|
|
1,400
|
|
||
Restricted cash
|
(5,122
|
)
|
|
—
|
|
||
Accounts payable
|
(3,483
|
)
|
|
(7,439
|
)
|
||
Accrued expenses and other
|
(4,139
|
)
|
|
(16,084
|
)
|
||
Net cash provided by operating activities
|
26,767
|
|
|
1,400
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of short-term investments
|
(39,783
|
)
|
|
(30,720
|
)
|
||
Maturities and sales of short-term investments
|
66,894
|
|
|
53,517
|
|
||
Purchases and deposits on property and equipment
|
(5,246
|
)
|
|
(7,579
|
)
|
||
Loans made to customers
|
(849
|
)
|
|
(784
|
)
|
||
Payments on and proceeds from sales of loans receivable
|
234
|
|
|
319
|
|
||
Restricted cash
|
587
|
|
|
1,342
|
|
||
Cash received from sale of certain assets of subsidiary, net of cash transferred
|
—
|
|
|
28,993
|
|
||
Investments in other entities
|
—
|
|
|
(1,928
|
)
|
||
Net cash provided by investing activities
|
21,837
|
|
|
43,160
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Issuances of common stock
|
22,052
|
|
|
10,767
|
|
||
Fees paid for issuances of common stock
|
(680
|
)
|
|
(46
|
)
|
||
Proceeds from debt instruments
|
306
|
|
|
6,291
|
|
||
Proceeds from revolving line of credit
|
50,003
|
|
|
—
|
|
||
Repayment of borrowing under revolving line of credit
|
(4
|
)
|
|
(23,500
|
)
|
||
Repayment of capital lease obligations and debt instruments
|
(77,892
|
)
|
|
(27,250
|
)
|
||
Net cash used in financing activities
|
(6,215
|
)
|
|
(33,738
|
)
|
||
Effect of exchange rates on cash and cash equivalents
|
1,126
|
|
|
184
|
|
||
Net increase in cash and cash equivalents
|
43,515
|
|
|
11,006
|
|
||
Cash and cash equivalents, beginning of period
|
43,724
|
|
|
36,119
|
|
||
Cash and cash equivalents, end of period
|
$
|
87,239
|
|
|
$
|
47,125
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Income taxes paid
|
$
|
196
|
|
|
$
|
54
|
|
Interest paid, net of approximately $135 and $35 capitalized, respectively
|
6,505
|
|
|
3,324
|
|
|
December 31,
2016 |
|
March 31,
2017 |
||||
Short-term restricted cash:
|
|
|
|
|
|
||
Standby letters of credit
|
$
|
1,753
|
|
|
$
|
253
|
|
Canton Bonds (see Note 12)
|
3,665
|
|
|
—
|
|
||
Held in escrow
|
1,578
|
|
|
—
|
|
||
Total short-term restricted cash
|
$
|
6,996
|
|
|
$
|
253
|
|
|
Amortized Cost
|
|
Gross Unrealized
Losses
|
|
Estimated Fair
Value
|
||||||
Municipal bonds and notes
|
$
|
8,791
|
|
|
$
|
(4
|
)
|
|
$
|
8,787
|
|
Corporate bonds
|
21,517
|
|
|
(7
|
)
|
|
21,510
|
|
|||
Certificate of deposits
|
43,421
|
|
|
—
|
|
|
43,421
|
|
|||
Total short-term investments
|
$
|
73,729
|
|
|
$
|
(11
|
)
|
|
$
|
73,718
|
|
|
Amortized Cost
|
|
Gross Unrealized
Gains (Losses)
|
|
Estimated Fair
Value
|
||||||
Municipal bonds and notes
|
$
|
9,124
|
|
|
$
|
(1
|
)
|
|
$
|
9,123
|
|
Corporate bonds
|
14,540
|
|
|
(3
|
)
|
|
14,537
|
|
|||
Certificate of deposits
|
27,143
|
|
|
—
|
|
|
27,143
|
|
|||
Total short-term investments
|
$
|
50,807
|
|
|
$
|
(4
|
)
|
|
$
|
50,803
|
|
Description
|
|
Balance at
December 31, 2016 |
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities(1):
|
|
|
|
|
|
|
|
|
||||||||
Municipal bonds and notes
|
|
$
|
8,787
|
|
|
$
|
—
|
|
|
$
|
8,787
|
|
|
$
|
—
|
|
Corporate bonds
|
|
21,510
|
|
|
—
|
|
|
21,510
|
|
|
—
|
|
||||
Certificate of deposits
|
|
43,421
|
|
|
—
|
|
|
43,421
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Warrants(2)
|
|
581
|
|
|
—
|
|
|
—
|
|
|
581
|
|
Description
|
|
Balance at
March 31, 2017 |
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities(1):
|
|
|
|
|
|
|
|
|
||||||||
Municipal bonds and notes
|
|
$
|
9,123
|
|
|
$
|
—
|
|
|
$
|
9,123
|
|
|
$
|
—
|
|
Corporate bonds
|
|
14,537
|
|
|
—
|
|
|
14,537
|
|
|
—
|
|
||||
Certificate of deposits
|
|
27,143
|
|
|
—
|
|
|
27,143
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Warrants(2)
|
|
593
|
|
|
—
|
|
|
—
|
|
|
593
|
|
|
|
December 31,
2016 |
|
March 31,
2017 |
||||
Loans to customers to finance vehicle purchases
|
$
|
7,416
|
|
|
$
|
7,702
|
|
Accrued customer billings
|
4,308
|
|
|
6,978
|
|
||
Fuel tax credits
|
6,358
|
|
|
—
|
|
||
Other
|
3,852
|
|
|
5,181
|
|
||
Total other receivables
|
$
|
21,934
|
|
|
$
|
19,861
|
|
|
December 31,
2016 |
|
March 31,
2017 |
||||
Raw materials and spare parts
|
$
|
24,843
|
|
|
$
|
22,849
|
|
Work in process
|
845
|
|
|
2,634
|
|
||
Finished goods
|
3,856
|
|
|
3,228
|
|
||
Total inventories
|
$
|
29,544
|
|
|
$
|
28,711
|
|
|
December 31,
2016 |
|
March 31,
2017 |
||||
Land
|
$
|
2,858
|
|
|
$
|
2,858
|
|
LNG liquefaction plants
|
94,634
|
|
|
94,634
|
|
||
RNG plants (1)
|
47,545
|
|
|
—
|
|
||
Station equipment
|
341,605
|
|
|
321,269
|
|
||
Trailers
|
54,985
|
|
|
57,357
|
|
||
Other equipment
|
93,118
|
|
|
93,873
|
|
||
Construction in progress
|
117,662
|
|
|
118,576
|
|
||
|
752,407
|
|
|
688,567
|
|
||
Less: accumulated depreciation
|
(268,484
|
)
|
|
(255,250
|
)
|
||
Total land, property and equipment, net
|
$
|
483,923
|
|
|
$
|
433,317
|
|
|
December 31,
2016 |
|
March 31,
2017 |
||||
Accrued alternative fuels incentives (1)
|
$
|
9,840
|
|
|
$
|
10,158
|
|
Accrued employee benefits
|
4,317
|
|
|
3,308
|
|
||
Accrued interest
|
1,849
|
|
|
2,957
|
|
||
Accrued gas and equipment purchases
|
11,657
|
|
|
10,976
|
|
||
Accrued property and other taxes
|
4,572
|
|
|
3,808
|
|
||
Salaries and wages
|
12,293
|
|
|
4,665
|
|
||
Other (2)
|
8,073
|
|
|
17,822
|
|
||
Total accrued liabilities
|
$
|
52,601
|
|
|
$
|
53,694
|
|
(1)
|
Accrued liabilities include the amount of RINs and LCFS Credits and federal alternative fuels tax credit ("VETC") payable to third parties. VETC expired as of December 31, 2016 and is not included as of
March 31, 2017
. (See Note
17
for further information on VETC)
|
|
December 31, 2016
|
||||||||||
|
Principal Balances
|
|
Unamortized Debt Financing Costs
|
|
Balance, Net of Financing Costs
|
||||||
7.5% Notes (1)
|
$
|
150,000
|
|
|
$
|
274
|
|
|
$
|
149,726
|
|
5.25% Notes
|
110,450
|
|
|
1,088
|
|
|
109,362
|
|
|||
PlainsCapital Bank Credit Facility
|
23,500
|
|
|
—
|
|
|
23,500
|
|
|||
Canton Bonds
|
9,520
|
|
|
373
|
|
|
9,147
|
|
|||
Capital lease obligations
|
6,028
|
|
|
—
|
|
|
6,028
|
|
|||
NG Advantage debt
|
13,068
|
|
|
237
|
|
|
12,831
|
|
|||
Other debt
|
1,782
|
|
|
—
|
|
|
1,782
|
|
|||
Total debt and capital lease obligations
|
314,348
|
|
|
1,972
|
|
|
312,376
|
|
|||
Less amounts due within one year
|
(6,126
|
)
|
|
(183
|
)
|
|
(5,943
|
)
|
|||
Total long-term debt and capital lease obligations
|
$
|
308,222
|
|
|
$
|
1,789
|
|
|
$
|
306,433
|
|
|
March 31, 2017
|
||||||||||
|
Principal Balances
|
|
Unamortized Debt Financing Costs
|
|
Balance Net of Financing Costs
|
||||||
7.5% Notes (1)
|
$
|
125,000
|
|
|
$
|
203
|
|
|
$
|
124,797
|
|
5.25% Notes
|
110,450
|
|
|
926
|
|
|
109,524
|
|
|||
Capital lease obligations
|
1,181
|
|
|
—
|
|
|
1,181
|
|
|||
NG Advantage debt
|
18,499
|
|
|
222
|
|
|
18,277
|
|
|||
Other debt
|
1,604
|
|
|
—
|
|
|
1,604
|
|
|||
Total debt and capital lease obligations
|
256,734
|
|
|
1,351
|
|
|
255,383
|
|
|||
Less amounts due within one year
|
(4,190
|
)
|
|
(58
|
)
|
|
(4,132
|
)
|
|||
Total long-term debt and capital lease obligations
|
$
|
252,544
|
|
|
$
|
1,293
|
|
|
$
|
251,251
|
|
|
Three Months Ended
March 31, |
||||
|
2016
|
|
2017
|
||
Weighted-average common shares outstanding
|
97,178,768
|
|
|
148,847,503
|
|
Dilutive effect of potential common shares from restricted stock units
|
2,643,076
|
|
|
4,124,650
|
|
Weighted-average common shares outstanding - diluted
|
99,821,844
|
|
|
152,972,153
|
|
|
Three Months Ended March 31,
|
|
Three Months Ended
March 31, |
||||
(in 000s, except per-share amounts)
|
2016
|
|
2017
|
||||
Gross proceeds
|
$
|
22,051
|
|
|
$
|
10,767
|
|
Fees and issuance costs
|
681
|
|
|
254
|
|
||
Net proceeds
|
21,370
|
|
|
10,513
|
|
||
Shares issued
|
7,664,467
|
|
|
3,802,500
|
|
|
Three Months Ended
March 31, |
|
||||||
|
2016
|
|
2017
|
|
||||
Stock-based compensation expense, net of $0 tax in 2016 and 2017
|
$
|
2,419
|
|
|
$
|
1,910
|
|
|
Revenue (in millions)
|
|
Three Months
Ended March 31, 2016 |
|
Three Months
Ended March 31, 2017 |
|
||||
Volume Related (1)
|
|
$
|
67.8
|
|
|
$
|
73.6
|
|
|
Compressor Sales
|
|
8.3
|
|
|
6.5
|
|
|
||
Station Construction Sales
|
|
13.3
|
|
|
9.3
|
|
|
||
VETC (2)
|
|
6.4
|
|
|
—
|
|
|
||
Other
|
|
—
|
|
|
0.1
|
|
|
||
Total
|
|
$
|
95.8
|
|
|
$
|
89.5
|
|
|
(1)
|
Our volume-related revenue primarily consists of CNG, LNG and RNG fuel sales, RINs and LCFS Credits sales and O&M services.
|
(2)
|
Represents a federal alternative fuels tax credit that we refer to as "VETC" which expired December 31, 2016.
|
Gasoline gallon equivalents
delivered (in millions)
|
|
Year Ended
December 31,
2014
|
|
Year Ended
December 31,
2015
|
|
Year Ended
December 31,
2016
|
|
Three Months
Ended March 31, 2016 |
|
Three Months
Ended March 31, 2017 |
|
|||||
CNG (1)
|
|
182.6
|
|
|
229.2
|
|
|
259.2
|
|
|
61.1
|
|
|
68.5
|
|
|
RNG (2)
|
|
12.2
|
|
|
8.8
|
|
|
3.0
|
|
|
1.0
|
|
|
0.6
|
|
|
LNG
|
|
70.3
|
|
|
70.5
|
|
|
66.8
|
|
|
15.4
|
|
|
16.0
|
|
|
Total
|
|
265.1
|
|
|
308.5
|
|
|
329.0
|
|
|
77.5
|
|
|
85.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gasoline gallon equivalents
delivered (in millions)
|
|
Year Ended
December 31,
2014
|
|
Year Ended
December 31,
2015
|
|
Year Ended
December 31,
2016
|
|
Three Months
Ended March 31, 2016 |
|
Three Months
Ended March 31, 2017 |
|
|||||
O&M
|
|
137.3
|
|
|
159.3
|
|
|
176.6
|
|
|
40.3
|
|
|
46.7
|
|
|
Fuel (1)
|
|
108.2
|
|
|
130.1
|
|
|
128.5
|
|
|
31.9
|
|
|
32.6
|
|
|
Fuel and O&M (3)
|
|
19.6
|
|
|
19.1
|
|
|
23.9
|
|
|
5.3
|
|
|
5.8
|
|
|
Total
|
|
265.1
|
|
|
308.5
|
|
|
329.0
|
|
|
77.5
|
|
|
85.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operating data (in millions)
|
|
Year Ended
December 31,
2014
|
|
Year Ended
December 31,
2015
|
|
Year Ended
December 31,
2016
|
|
Three Months
Ended March 31, 2016 |
|
Three Months
Ended March 31, 2017 |
|
||||||||||
Station construction cost of sales
|
|
56.3
|
|
|
32.3
|
|
|
57.0
|
|
|
11.3
|
|
|
8.4
|
|
|
|||||
Gross margin
|
|
$
|
120.2
|
|
|
$
|
125.8
|
|
|
$
|
147.1
|
|
|
36.5
|
|
|
28.6
|
|
|
||
Net income (loss) attributable to Clean Energy Fuels. Corp (4)
|
|
$
|
(89.7
|
)
|
|
$
|
(134.2
|
)
|
|
$
|
(12.2
|
)
|
|
$
|
2.8
|
|
|
$
|
61.1
|
|
|
|
(3)
|
Represents gasoline gallon equivalents at stations where we provide both fuel and O&M services.
|
(4)
|
Includes the following amounts of VETC: $28.4 million, $31.0 million, $26.6 million for the years ended December 31, 2014, 2015, and 2016, respectively, and
$6.4 million
and
$0.0
million for the three months ended
March 31, 2016
and
2017
, respectively. See the discussion under “Recent Developments—VETC Expiration” below.
|
•
|
Revenue recognition;
|
•
|
Impairment of goodwill and long-lived assets;
|
•
|
Income taxes; and
|
•
|
Fair value estimates
|
|
Three Months Ended March 31,
|
|
||||
|
2016
|
|
2017
|
|
||
Statement of Operations Data:
|
|
|
|
|
|
|
Revenue:
|
|
|
|
|
|
|
Product revenue
|
87.7
|
%
|
|
85.2
|
%
|
|
Service revenue
|
12.3
|
|
|
14.8
|
|
|
Total revenue
|
100.0
|
|
|
100.0
|
|
|
Operating expenses:
|
|
|
|
|
|
|
Cost of sales (exclusive of depreciation and amortization shown separately below):
|
|
|
|
|
|
|
Product cost of sales
|
55.7
|
|
|
61.0
|
|
|
Service cost of sales
|
6.1
|
|
|
7.0
|
|
|
Selling, general and administrative
|
26.7
|
|
|
26.6
|
|
|
Depreciation and amortization
|
15.6
|
|
|
17.1
|
|
|
Total operating expenses
|
104.1
|
|
|
111.7
|
|
|
Operating loss
|
(4.1
|
)
|
|
(11.7
|
)
|
|
Interest expense
|
(9.7
|
)
|
|
(5.5
|
)
|
|
Interest income
|
0.1
|
|
|
0.2
|
|
|
Other income (expense), net
|
0.3
|
|
|
(0.2
|
)
|
|
Loss from equity method investments
|
(0.1
|
)
|
|
0.0
|
|
|
Gain from extinguishment of debt
|
16.6
|
|
|
3.6
|
|
|
Gain from sale of certain assets of subsidiary
|
—
|
|
|
78.9
|
|
|
Income before income taxes
|
3.1
|
|
|
65.3
|
|
|
Income tax benefit (expense)
|
(0.4
|
)
|
|
2.5
|
|
|
Net income
|
2.7
|
|
|
67.8
|
|
|
Loss attributable to noncontrolling interest
|
0.3
|
|
|
0.4
|
|
|
Net income attributable to Clean Energy Fuels Corp.
|
3.0
|
%
|
|
68.2
|
%
|
|
|
|
Three Months Ended March 31,
|
|
Three Months Ended March 31,
|
|
Inception through May 4,
|
|
||||||
(in millions)
|
|
2016
|
|
2017
|
|
2017
|
|
||||||
Gross proceeds
|
|
$
|
22.1
|
|
|
$
|
10.8
|
|
|
$
|
121.3
|
|
|
Fees and issuance costs
|
|
0.7
|
|
|
0.3
|
|
|
3.4
|
|
|
|||
Net proceeds
|
|
$
|
21.4
|
|
|
$
|
10.5
|
|
|
$
|
117.9
|
|
|
Shares issued
|
|
7.7
|
|
|
3.8
|
|
|
36.4
|
|
|
•
|
Outstanding surety bonds for construction contracts and general corporate purposes totaling
$62.7 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, natural gas and other vehicle fuels;
|
•
|
The availability of natural gas compared to gasoline, diesel and other vehicle fuels;
|
•
|
Natural gas vehicle cost, availability (including for heavy, medium and light-duty applications), quality, safety, design and performance, all relative to comparable vehicles powered by other fuels;
|
•
|
The existence of government programs, policies, regulations or incentives that promote natural gas, including tax credits, grants, renewable fuel standards and low carbon fuel standards;
|
•
|
The availability or perceived availability, consumer acceptance and favor of lawmakers, regulators, other policymakers, environmental organizations or other powerful groups for non-natural gas fuels and vehicles, including growing favor for electric and/or hydrogen-powered vehicles;
|
•
|
Improvements in the efficiency, fuel economy or greenhouse gas emissions of engines for vehicles powered by other fuels;
|
•
|
Perceptions about greenhouse gas emissions from natural gas production and transportation methods, fueling stations and gas vehicles, and the environmental consciousness of fleets and consumers;
|
•
|
Access to natural gas fueling stations and the convenience and cost to fuel and service natural gas vehicles; and
|
•
|
The other risks discussed in these risk factors.
|
•
|
The adoption of natural gas engines that are well-suited for heavy-duty trucks is essential to the success of these initiatives. We have no influence over the development, production, sales and marketing, cost or availability of natural gas trucks powered by these engines. Currently, Cummins Westport is the only natural gas engine manufacturer for the heavy -duty market in the United States, 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 this business.
|
•
|
These initiatives depend upon the development and expansion of the U.S. natural gas heavy-duty market. Operators may not adopt heavy-duty natural gas trucks due to cost, actual or perceived performance issues, or other factors that are beyond our control. To date, adoption and deployment of natural gas trucks have been slower and more limited than we anticipated.
|
•
|
As a natural gas heavy -duty truck market develops in the United States, truck and other vehicle operators may not fuel at our stations due to lack of access or convenience, fuel prices or other factors.
|
•
|
Building ANGH has required, and will continue to require, a commitment of capital and other resources and we may not be able to raise or generate sufficient capital to complete it.
|
•
|
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.
|
•
|
We may not be able to obtain acceptable margins on fuel sales at ANGH stations.
|
•
|
As of
March 31, 2017
, we had
38
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. As long as these stations remain unopened, we will continue to have substantial investments in assets that do not produce revenue.
|
•
|
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, diesel or other alternative fuels;
|
•
|
Differing environmental and other regulatory requirements;
|
•
|
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 or barriers, including tariffs or other charges, and import-export regulations, which are subject to increased uncertainty following the results of the 2016 U.S. presidential election and the trade policies of the current administration regarding existing and proposed trade agreements and the ability to import goods into the United States;
|
•
|
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;
|
•
|
Risks associated with currency exchange and convertibility, including vulnerability to appreciation and depreciation of foreign currencies against the U.S. dollar;
|
•
|
Uncertain repatriation of earnings as a result of economic, monetary and regulatory factors in some countries that affect our ability to convert funds to U.S. dollars or move funds from accounts in these countries; and
|
•
|
Potentially adverse tax consequences.
|
•
|
Difficulties integrating the technologies, operations, contracts, personnel and service providers of an acquired company or partner;
|
•
|
Diversion of financial and management resources from existing operations or alternative acquisition, investment or other 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, customer or vendor relationships;
|
•
|
Risks of entering new customer or geographic markets in which we may have limited or no experience;
|
•
|
Potential loss of an acquired company's, business' or partners' key employees, customers or vendors in the event of an acquisition or investment, or potential loss of our assets, employees or customers in the event of a divestiture or other similar strategic transaction;
|
•
|
Inability to generate sufficient revenue to offset costs related to an acquisition, investment or other transaction;
|
•
|
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 any businesses we partner with, invest in or acquire.
|
•
|
Volatility in the supply, demand, use and prices of crude oil, gasoline, diesel, natural gas and other alternative vehicle fuels, including renewable diesel, biodiesel, ethanol, electricity and hydrogen;
|
•
|
The market's perception of a need for alternative vehicle fuels generally;
|
•
|
The market's perception of the benefits of natural gas relative to gasoline and diesel and other alternative vehicle fuels, including with respect to factors such as cost savings, supply and environmental and safety benefits;
|
•
|
Expected adoption of and growth in 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;
|
•
|
Development, commercial availability and adoption of natural gas vehicles, including for heavy-duty trucks and medium and light-duty applications, and the factors that may impact these events, such as estimated incremental costs, annual fuel usage and annual fuel cost savings for vehicles using natural gas rather than gasoline or diesel;
|
•
|
Successful implementation of our business plans and initiatives;
|
•
|
Failure to meet or exceed financial estimates and projections of the investment community, due to fluctuations in our operating results or other factors;
|
•
|
Increasing competition, as a significant number of established businesses, many 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 advances or improvements in non-natural gas vehicle fuels or engines powered by these fuels;
|
•
|
Changes to the availability or effect on our business of environmental, tax or other regulations, programs or incentives that promote natural gas as a vehicle fuel, including, among others, VETC and the programs under which we generate and sell LCFS Credits and RINs;
|
•
|
Adoption of government policies or programs that favor 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;
|
•
|
Changes to emissions requirements applicable to vehicles powered by gasoline, diesel, natural gas or other vehicle fuels, as well as the impact of emissions and other environmental regulations and pressures on crude oil and natural gas drilling, production, importing or transportation methods and fueling stations for these fuels;
|
•
|
The market's perception of the success and importance of our 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 or other changes;
|
•
|
Sales of our common stock by us or our officers, directors or significant stockholders; and
|
•
|
A decline in the trading volume of our common stock.
|
|
CLEAN ENERGY FUELS CORP.
|
|
|
|
|
Date: May 4, 2017
|
By:
|
/s/ ROBERT M. VREELAND
|
|
|
Robert M. Vreeland
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Chief Financial Officer
(Principal financial officer and duly authorized to sign on behalf of the registrant)
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Exhibit Number
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Description
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2.11+
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Asset Purchase Agreement dated February 27, 2017, by and among Clean Energy Renewable Fuels, LLC, BP Products North America, Inc. and, solely with respect to Article VIII thereof, Clean Energy and BP Corporation North America, Inc., filed as Exhibit 2.11 to registrant’s Current Report on Form 8-K filed on March 1, 2017 and incorporated herein by reference.
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10.119
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Note Repurchase Agreement dated February 6, 2017, by and between the Company and T. Boone Pickens, filed as Exhibit 10.119 to registrant’s Current Report on Form 8-K filed on February 6, 2017 and incorporated herein by reference.
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10.120*
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Form of Option Surrender Agreement
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31.1*
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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.
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31.2*
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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.
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32.1**
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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.
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101*
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The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, formatted in XBRL (eXtensible Business Reporting Language):
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(i) Condensed Consolidated Balance Sheets at December 31, 2016 and March 31, 2017;
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(ii) Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2016 and 2017;
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(iii) Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2016 and 2017;
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(iv) Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2016 and 2017; and
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(v) Notes to Condensed Consolidated Financial Statements.
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