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EX-32.1 - EXHIBIT 32.1 - Clean Energy Fuels Corp.clne-06302017xex321.htm
EX-31.2 - EXHIBIT 31.2 - Clean Energy Fuels Corp.clne-06302017xex312.htm
EX-31.1 - EXHIBIT 31.1 - Clean Energy Fuels Corp.clne-06302017xex311.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2017
Commission File Number: 001-33480
CLEAN ENERGY FUELS CORP.
(Exact name of registrant as specified in its charter)
Delaware
 
33-0968580
(State or other jurisdiction of incorporation)
 
(IRS Employer Identification No.)
4675 MacArthur Court, Suite 800, Newport Beach, CA 92660
(Address of principal executive offices, including zip code)
(949) 437-1000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232,405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o
 
Accelerated filer x
 
 
 
Non-accelerated filer o
(Do not check if a smaller reporting company)
 
Smaller reporting company o
 
 
 
 
 
Emerging growth company o
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o




Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). Yes o No x
As of July 27, 2017, there were 150,911,250 shares of the registrant’s common stock, par value $0.0001 per share, issued and outstanding.
 



CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
INDEX
Table of Contents

3


PART I.—FINANCIAL INFORMATION
Item 1.—Financial Statements (Unaudited)
Clean Energy Fuels Corp. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except share data, Unaudited)

 
December 31,
2016
 
June 30,
2017
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
36,119

 
$
49,959

Restricted cash
6,996

 
253

Short-term investments
73,718

 
151,259

Accounts receivable, net of allowance for doubtful accounts of $1,063 and $1,280 as of December 31, 2016 and June 30, 2017, respectively
79,432

 
63,872

Other receivables
21,934

 
15,316

Inventory
29,544

 
29,949

Prepaid expenses and other current assets
14,021

 
12,239

Total current assets
261,764

 
322,847

Land, property and equipment, net
483,923

 
423,333

Notes receivable and other long-term assets, net
16,377

 
19,868

Investments in other entities
3,475

 
2,572

Goodwill
93,018

 
67,062

Intangible assets, net
38,700

 
36,764

Total assets
$
897,257

 
$
872,446

Liabilities and Stockholders’ Equity
 
 
 
Current liabilities:
 
 
 
Current portion of debt and capital lease obligations
$
5,943

 
$
4,319

Accounts payable
23,637

 
15,424

Accrued liabilities
52,601

 
35,740

Deferred revenue
7,041

 
6,359

Total current liabilities
89,222

 
61,842

Long-term portion of debt and capital lease obligations
241,433

 
210,509

Long-term debt, related party
65,000

 
40,000

Other long-term liabilities
7,915

 
5,230

Total liabilities
403,570

 
317,581

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 150,849,588 shares at December 31, 2016 and June 30, 2017, respectively
15

 
15

Additional paid-in capital
1,090,361

 
1,107,809

Accumulated deficit
(603,836
)
 
(561,082
)
Accumulated other comprehensive loss
(17,675
)
 
(15,633
)
Total Clean Energy Fuels Corp. stockholders’ equity
468,865

 
531,109

Noncontrolling interest in subsidiary
24,822

 
23,756

Total stockholders’ equity
493,687

 
554,865

Total liabilities and stockholders’ equity
$
897,257

 
$
872,446

See accompanying notes to condensed consolidated financial statements.

4


Clean Energy Fuels Corp. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except share and per share data, Unaudited)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
2016
 
2017
 
2016
 
2017
 
Revenue:
 
 
 
 
 
 
 
 
Product revenue
$
94,731

 
$
67,849

 
$
178,723

 
$
144,078

 
Service revenue
13,294

 
13,167

 
25,084

 
26,429

 
Total revenue
108,025

 
81,016

 
203,807

 
170,507

 
Operating expenses:
 
 
 
 
 
 
 
 
Cost of sales (exclusive of depreciation and amortization shown separately below):
 
 
 
 
 
 
 
 
Product cost of sales
61,880

 
50,825

 
115,251

 
105,422

 
Service cost of sales
6,848

 
6,519

 
12,732

 
12,783

 
Selling, general and administrative
25,261

 
23,304

 
50,856

 
47,077

 
Depreciation and amortization
14,920

 
14,336

 
29,881

 
29,653

 
Total operating expenses
108,909

 
94,984

 
208,720

 
194,935

 
Operating loss
(884
)
 
(13,968
)
 
(4,913
)
 
(24,428
)
 
Interest expense
(8,136
)
 
(4,285
)
 
(17,437
)
 
(9,196
)
 
Interest income
315

 
499

 
456

 
691

 
Other income (expense), net
(147
)
 
135

 
103

 
(32
)
 
Income (loss) from equity method investments
67

 
(34
)
 
(7
)
 
(70
)
 
Gain from extinguishment of debt
10,120

 

 
26,043

 
3,195

 
Gain (loss) from sale of certain assets of subsidiary

 
(762
)
 

 
69,886

 
Income (loss) before income taxes
1,335

 
(18,415
)
 
4,245

 
40,046

 
Income tax benefit (expense)
(432
)
 
(124
)
 
(813
)
 
2,139

 
Net income (loss)
903

 
(18,539
)
 
3,432

 
42,185

 
Loss attributable to noncontrolling interest
627

 
731

 
926

 
1,066

 
Net income (loss) attributable to Clean Energy Fuels Corp.
$
1,530

 
$
(17,808
)
 
$
4,358

 
$
43,251

 
Income (loss) per share:
 
 
 
 
 
 
 
 
Basic
$
0.01

 
$
(0.12
)
 
$
0.04

 
$
0.29

 
Diluted
$
0.01

 
$
(0.12
)
 
$
0.04

 
$
0.28

 
Weighted-average common shares outstanding:
 
 
 
 
 
 
 
 
Basic
109,272,906

 
150,586,423

 
103,782,086

 
149,721,767

 
Diluted
111,743,512

 
150,586,423

 
106,252,692

 
152,415,149

 
See accompanying notes to condensed consolidated financial statements.

5


Clean Energy Fuels Corp. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (Loss)
(In thousands, Unaudited)
 
Clean Energy Fuels Corp.
 
Noncontrolling Interest
 
Total
 
Three Months Ended
June 30,
 
Three Months Ended
June 30,
 
Three Months Ended
June 30,
 
2016
 
2017
 
2016
 
2017
 
2016
 
2017
Net income (loss)
$
1,530

 
$
(17,808
)
 
$
(627
)
 
$
(731
)
 
$
903

 
$
(18,539
)
 
 
 
 
 
 
 
 
 
 
 
 
Other comprehensive income, net of tax:
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustments, net of $0 tax in 2016 and 2017
661

 
(323
)
 

 

 
661

 
(323
)
Foreign currency adjustments on intra-entity long-term investments, net of $0 tax in 2016 and 2017
2

 
1,535

 

 

 
2

 
1,535

Unrealized gains (losses) on available-for-sale securities, net of $0 tax in 2016 and 2017
10

 
(104
)
 

 

 
10

 
(104
)
Total other comprehensive income
673

 
1,108

 

 

 
673

 
1,108

Comprehensive income (loss)
$
2,203

 
$
(16,700
)
 
$
(627
)
 
$
(731
)
 
$
1,576

 
$
(17,431
)
 
Clean Energy Fuels Corp.
 
Noncontrolling Interest
 
Total
 
Six Months Ended
June 30,
 
Six Months Ended
June 30,
 
Six Months Ended
June 30,
 
2016
 
2017
 
2016
 
2017
 
2016
 
2017
Net income (loss)
$
4,358

 
$
43,251

 
$
(926
)
 
$
(1,066
)
 
$
3,432

 
$
42,185

 
 
 
 
 
 
 
 
 
 
 
 
Other comprehensive income, net of tax:
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustments, net of $0 tax in 2016 and 2017
7,176

 
37

 

 

 
7,176

 
37

Foreign currency adjustments on intra-entity long-term investments, net of $0 tax in 2016 and 2017
(633
)
 
2,114

 

 

 
(633
)
 
2,114

Unrealized gains (losses) on available-for-sale securities, net of $0 tax in 2016 and 2017
77

 
(109
)
 

 

 
77

 
(109
)
Total other comprehensive income
6,620

 
2,042

 

 

 
6,620

 
2,042

Comprehensive income (loss)
$
10,978

 
$
45,293

 
$
(926
)
 
$
(1,066
)
 
$
10,052

 
$
44,227

See accompanying notes to condensed consolidated financial statements.

6


Clean Energy Fuels Corp. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands, Unaudited)
 
Six Months Ended
June 30,
 
2016
 
2017
Cash flows from operating activities:
 
 
 
Net income
$
3,432

 
$
42,185

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
29,881

 
29,653

Provision for doubtful accounts, notes and inventory
1,304

 
1,279

Stock-based compensation expense
4,456

 
4,688

Amortization of debt issuance cost
859

 
443

Gain on extinguishment of debt
(26,043
)
 
(3,195
)
Gain from sale of certain assets of subsidiary

 
(69,886
)
Changes in operating assets and liabilities:
 
 
 
Accounts and other receivables
24,229

 
23,698

Inventory
263

 
(2,155
)
Prepaid expenses and other assets
1,411

 
2,150

Restricted cash

 

Accounts payable
(2,648
)
 
(11,289
)
Accrued expenses and other
(9,532
)
 
(22,865
)
Net cash provided by (used in) operating activities
27,612

 
(5,294
)
Cash flows from investing activities:
 
 
 
Purchases of short-term investments
(65,661
)
 
(156,940
)
Maturities and sales of short-term investments
88,946

 
79,101

Purchases and deposits on property and equipment
(11,589
)
 
(13,965
)
Loans made to customers
(1,710
)
 
(601
)
Payments on and proceeds from sales of loans receivable
442

 
726

Restricted cash
(77
)
 
1,578

Cash received from sale of certain assets of subsidiary, net of cash transferred

 
154,489

Investments in other entities

 
(1,929
)
Capital from equity method investment
3,031

 

Net cash provided by investing activities
13,382

 
62,459

Cash flows from financing activities:
 
 
 
Issuances of common stock
52,429

 
10,767

Fees paid for issuances of common stock
(721
)
 
(625
)
Payment to holders of stock options in subsidiary

 
(8,605
)
Proceeds from debt instruments
938

 
6,290

Proceeds from revolving line of credit
50,008

 
298

Repayment of borrowing under revolving line of credit
(5
)
 
(23,500
)
Repayment of capital lease obligations and debt instruments
(86,470
)
 
(28,402
)
Net cash provided by (used) in financing activities
16,179

 
(43,777
)
Effect of exchange rates on cash and cash equivalents
1,419

 
452

Net increase in cash and cash equivalents
58,592

 
13,840

Cash and cash equivalents, beginning of period
43,724

 
36,119

Cash and cash equivalents, end of period
$
102,316

 
$
49,959

Supplemental disclosure of cash flow information:
 
 
 
Income taxes paid
$
854

 
$
294

Interest paid, net of approximately $270 and $51 capitalized, respectively
17,396

 
8,830

            See accompanying notes to condensed consolidated financial statements.

7


Clean Energy Fuels Corp. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(In thousands, except share and per share data, Unaudited)
Note 1—General
Nature of Business  Clean Energy Fuels Corp., together with its majority and wholly owned subsidiaries (hereinafter collectively referred to as the "Company," unless the context or the use of the term indicates or requires otherwise) is engaged in the business of selling natural gas as an alternative fuel for vehicle fleets and related natural gas fueling solutions to its customers, primarily in the United States and Canada.
The Company's principal business is supplying renewable natural gas ("RNG"), compressed natural gas (“CNG”) and liquefied natural gas (“LNG”) for light, medium and heavy-duty vehicles and providing operation and maintenance ("O&M") services for natural gas fueling stations. As a comprehensive solution provider, the Company also designs, builds, operates, and maintains fueling stations; manufactures, sells and services non-lubricated natural gas fueling compressors and other equipment used in CNG stations and LNG stations; offers assessment, design and modification solutions to provide operators with code-compliant service and maintenance facilities for natural gas vehicle fleets; transports and sells CNG and LNG to industrial and institutional energy users who do not have direct access to natural gas pipelines; procures and sells RNG; sells tradable credits it generates by selling natural gas and RNG as a vehicle fuel, including credits under the California and the Oregon Low Carbon Fuel Standards (collectively, "LCFS Credits") and Renewable Identification Numbers ("RIN Credits" or "RINs") under the federal Renewable Fuel Standard Phase 2; helps its customers acquire and finance natural gas vehicles; and obtains federal, state and local credits, grants and incentives.
Basis of Presentation  The accompanying interim unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries, and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial position, results of operations, comprehensive income (loss) and cash flows as of and for the three and six months ended June 30, 2016 and 2017. All intercompany accounts and transactions have been eliminated in consolidation. The three and six month periods ended June 30, 2016 and 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017 or for any other interim period or for any future year.
Certain information and disclosures normally included in the notes to the financial statements have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), but the resultant disclosures contained herein are in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) as they apply to interim reporting. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the year ended December 31, 2016 that are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 7, 2017.
Reclassifications Certain prior period line items in the condensed consolidated statements of operations have been reclassified to conform to the classifications used to prepare the condensed consolidated financial statements for the period ended June 30, 2017. These reclassifications had no material impact on the Company’s financial position, results of operations, or cash flows as previously reported.

Use of Estimates  The preparation of condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates and may result in material effects on the Company’s operating results and financial position.
Note 2—Acquisitions and Divestitures
On February 27, 2017, Clean Energy Renewable Fuels ("Renewables"), a subsidiary of the Company, entered into an asset purchase agreement (the “APA”) with BP Products North America, Inc. (“BP”), pursuant to which Renewables agreed to sell to BP certain assets relating to its RNG production business (the “Asset Sale”), consisting of Renewables’ two existing RNG production facilities, Renewables’ interest in the RNG Ventures (as defined in Note 10) and Renewables’ third-party RNG supply contracts (the “Assets”). The Asset Sale was completed on March 31, 2017 for a sale price of $155,511, plus BP assumed the obligations under the Canton Bonds (as defined in Note 12), which totaled $8,820 as of March 31, 2017.

On March 31, 2017 BP paid Renewables $30,000 in cash and delivered to Renewables a promissory note with a principal amount of $123,487 (the "BP Note") which was paid in full on April 3, 2017. In addition, as a result of the determination of certain post-closing adjustments, (i) BP paid Renewables an additional $2,010 on June 22, 2017, and (ii) the gain recorded from the Asset

8


Sale was reduced by $762. Pursuant to the APA, the valuation date of the Asset Sale was January 1, 2017, and as such the APA included certain adjustments to the purchase price to reflect a determination of the amount of cash accumulated by Renewables from the valuation date to the closing date, net of permitted cash outflows. Control of the Assets was not transferred until the Asset Sale was completed on March 31, 2017. Accordingly, the full operating results of Renewables are included in the condensed consolidated statement of operations through the three months ended March 31, 2017.

In addition, under the APA, BP is required, following the closing of the Asset Sale, to pay Renewables up to an additional $25,000 in cash over a five-year period if certain performance criteria relating to the Assets are met.

The Company incurred $3,695 in transaction fees in connection with the Asset Sale, and subsequent to March 31, 2017, the Company paid $8,605 in cash and issued 770,269 shares of the Company's common stock, collectively valued at $1,964, to holders of options to purchase membership units in Renewables. The net proceeds from the Asset Sale, net of $1,007 cash transferred to BP were $142,190.

Following completion of the Asset Sale, Renewables and the Company are continuing to procure RNG from BP under a long-term supply contract and from other RNG suppliers, and resell such RNG through the Company's natural gas fueling infrastructure as Redeem™, the Company's RNG vehicle fuel. The Company also collects royalties from BP on gas purchased from BP and sold as Redeem™ at the Company's stations, which royalty is in addition to any payment obligation of BP under the APA.
The Asset Sale resulted in a total gain of $69,886 that was recorded in gain from sale of certain assets of subsidiary in the Company's condensed consolidated statement of operations for the six months ended June 30, 2017. Included in the determination of the total gain is goodwill of $26,576 that was allocated to the disposed assets based on the relative fair values of the assets disposed and the portion of the reporting unit that was retained.
The Company determined that the Asset Sale did not meet the definition of a discontinued operation because the disposal did not represent a significant disposal nor was the disposal a strategic shift in the Company's strategy.
Note 3—Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of three months or less on the date of acquisition to be cash equivalents. The Company places its cash and cash equivalents with high credit quality financial institutions.
At times, such investments may be in excess of the Federal Deposit Insurance Corporation (“FDIC”), Canadian Deposit Insurance Corporation (“CDIC”) and other foreign insurance limits. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. The amounts in excess of FDIC, CDIC and other foreign insurance limits were approximately $34,439 and $48,233 at December 31, 2016 and June 30, 2017, respectively.
Note 4—Restricted Cash

The Company classifies restricted cash as short-term and a current asset if the cash is expected to be used in operations within a year or to acquire a current asset. Otherwise, the restricted cash is classified as long-term. Short-term restricted cash at December 31, 2016 and June 30, 2017 consisted of the following:
 
December 31,
2016
 
June 30,
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


Note 5—Investments
Available-for-sale securities are carried at fair value, inclusive of unrealized gains and losses. Unrealized gains and losses are included in other comprehensive income (loss) net of applicable income taxes. Gains or losses on sales of available-for-sale securities are recognized on the specific identification basis. All of the Company's short-term investments are classified as available-for-sale securities.
The Company reviews available-for-sale securities for other-than-temporary declines in fair value below their cost basis each quarter and whenever events or changes in circumstances indicate that the cost basis of an asset may not be recoverable. This

9


evaluation is based on a number of factors, including the length of time and the extent to which the fair value has been below its cost basis and adverse conditions related specifically to the security, including any changes to the credit rating of the security. As of June 30, 2017, the Company believes its carrying values for its available-for-sale securities are properly recorded.    
Short-term investments as of December 31, 2016 consisted of the following:
 
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

Short-term investments as of June 30, 2017 consisted of the following:
 
Amortized Cost
 
Gross Unrealized
Gains (Losses)
 
Estimated Fair
Value
Municipal bonds and notes
$
27,759

 
$
(43
)
 
$
27,716

Zero coupon bonds
50,995

 
(25
)
 
50,970

Corporate bonds
51,253

 
(39
)
 
51,214

Certificate of deposits
21,359

 

 
21,359

Total short-term investments
$
151,366

 
$
(107
)
 
$
151,259

Note 6—Fair Value Measurements
The Company follows the authoritative guidance for fair value measurements with respect to assets and liabilities that are measured at fair value on a recurring basis and non-recurring basis. Under the standard, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as of the measurement date. The standard also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The hierarchy consists of the following three levels: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly; Level 3 inputs are unobservable inputs for the asset or liability. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
As of June 30, 2017, the Company's financial instruments consisted of available-for-sale securities, liability-classified warrants, and debt instruments. The Company’s available-for-sale securities are classified within Level 2 because they are valued using the most recent quoted prices for identical assets in markets that are not active and quoted prices for similar assets in active markets. The liability-classified warrants are classified within Level 3 because the Company uses the Black-Scholes option pricing model to estimate the fair value based on inputs that are not observable in any market. The fair values of the Company's debt instruments approximated their carrying values as of December 31, 2016 and June 30, 2017. See Note 12 for further information about the Company's debt instruments. There were no transfers of assets between Level 1, Level 2, or Level 3 of the fair value hierarchy as of December 31, 2016 and June 30, 2017, respectively.
The following tables provide information by level for assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2016 and June 30, 2017, respectively:

10


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
June 30, 2017
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
 
 
Available-for-sale securities(1):
 
 
 
 
 
 
 
 
Municipal bonds and notes
 
$
27,716

 
$

 
$
27,716

 
$

   Zero coupon bonds
 
50,970

 

 
50,970

 

Corporate bonds
 
51,214

 

 
51,214

 

Certificate of deposits
 
21,359

 

 
21,359

 

Liabilities:
 
 
 
 
 
 
 
 
Warrants(2)
 
549

 

 

 
549

 
(1) Included in short-term investments in the condensed consolidated balance sheets. See Note 5 for further information.
(2) Included in accrued liabilities and other long-term liabilities in the condensed consolidated balance sheets.

Non-Financial Assets
No impairments of long-lived assets measured at fair value on a non-recurring basis have been incurred during the six months ended June 30, 2016 and 2017. The Company’s use of these non-financial assets does not differ from their highest and best use as determined from the perspective of a market participant.
Note 7—Other Receivables
Other receivables as of December 31, 2016 and June 30, 2017 consisted of the following:
 
December 31,
2016
 
June 30,
2017
Loans to customers to finance vehicle purchases
$
7,416

 
$
6,942

Accrued customer billings
4,308

 
5,507

Fuel tax credits
6,358

 

Other
3,852

 
2,867

Total other receivables
$
21,934

 
$
15,316

Note 8—Inventory
Inventory consists of raw materials and spare parts, work in process and finished goods and is stated at the lower of cost (first-in, first-out) or market. The Company writes down the carrying value of its inventory to net realizable value for estimated obsolescence or unmarketable inventory in an amount equal to the difference between the cost of inventory and its estimated realizable value based upon assumptions about future demand and market conditions, among other factors.
Inventories as of December 31, 2016 and June 30, 2017 consisted of the following:

11


 
December 31,
2016
 
June 30,
2017
Raw materials and spare parts
$
24,843

 
$
24,798

Work in process
845

 
1,378

Finished goods
3,856

 
3,773

Total inventories
$
29,544

 
$
29,949

Note 9—Land, Property and Equipment
Land, property and equipment as of December 31, 2016 and June 30, 2017 consisted of the following:
 
December 31,
2016
 
June 30,
2017
Land
$
2,858

 
$
2,858

LNG liquefaction plants
94,634

 
94,634

RNG plants (1)
47,545

 

Station equipment
341,605

 
320,858

Trailers
54,985

 
57,421

Other equipment
93,118

 
95,636

Construction in progress
117,662

 
117,361

 
752,407

 
688,768

Less: accumulated depreciation
(268,484
)
 
(265,435
)
Total land, property and equipment, net
$
483,923

 
$
423,333

(1) The RNG plants were sold in the Asset Sale (See Note 2 for further information).
Included in land, property and equipment are capitalized software costs of $25,728 and $26,347 as of December 31, 2016 and June 30, 2017, respectively. The accumulated amortization of the capitalized software costs is $17,237 and $19,231 as of December 31, 2016 and June 30, 2017, respectively.
The Company recorded amortization expense related to the capitalized software costs of $847 and $1,122 during the three months ended June 30, 2016 and 2017, respectively, and $1,785 and $1,994 during the six months ended June 30, 2016 and 2017, respectively.
As of June 30, 2016 and 2017, $3,092 and $2,396, respectively, are included in accounts payable and accrued liabilities balances, which amounts are related to purchases of property and equipment. These amounts are excluded from the condensed consolidated statements of cash flows as they are non-cash investing activities.
Note 10— Investments in Other Entities and Noncontrolling Interest in a Subsidiary
RNG Ventures
In November 2016, Renewables entered into agreements to form joint ventures with Aria Energy Operating LLC ("Aria"), a developer of RNG production facilities, to develop RNG production facilities at a Republic Services landfill in Oklahoma City, Oklahoma and an Advanced Disposal landfill near Atlanta, Georgia. These joint ventures are referred to as the "RNG Ventures." Renewables' interest in the RNG Ventures was transferred to BP upon completion of the Asset Sale (see Note 2 for further information); however, Renewables retained the right to purchase 100% of the RNG that will be produced by the production facilities to be developed by the RNG Ventures for the vehicle fuels market.  The Company accounted for its interest in the RNG Ventures using the equity method of accounting as the Company had the ability to exercise significant influence over these operations. The Company had an investment balance of $833 and $0 in the RNG Ventures as of December 31, 2016 and June 30, 2017, respectively.

MCEP
On September 16, 2014, the Company formed a joint venture with Mansfield Ventures LLC (“Mansfield”) called Mansfield Clean Energy Partners LLC (“MCEP”), which is designed to provide natural gas fueling solutions to bulk fuel haulers in the United States. The Company and Mansfield each have a 50% ownership interest in MCEP. The Company accounts for its

12


interest in MCEP using the equity method of accounting, as the Company has the ability to exercise significant influence over MCEP’s operations. The Company recorded income (loss) from this investment of $67 and $(34) for the three months ended June 30, 2016 and 2017, respectively, and $(7) and $(70) for the six months ended June 30, 2016 and 2017, respectively. Additionally, on June 28, 2016, the Company received a return of capital of $3,031 with no change in ownership interest. The Company has an investment balance of $1,642 and $1,572 at December 31, 2016 and June 30, 2017, respectively.
NG Advantage
On October 14, 2014, the Company entered into a Common Unit Purchase Agreement (“UPA”) with NG Advantage, LLC (“NG Advantage”) for a 53.3% controlling interest in NG Advantage. NG Advantage is engaged in the business of transporting CNG in high-capacity trailers to industrial and institutional energy users, such as hospitals, food processors, manufacturers and paper mills that do not have direct access to natural gas pipelines. The Company viewed the acquisition as a strategic investment in the expansion of the Company’s initiative to deliver natural gas to industrial and institutional energy users. The results of NG Advantage’s operations have been included in the Company’s consolidated financial statements since October 14, 2014.
The Company recorded a loss from the noncontrolling interest in NG Advantage of $627 and $731 for the three months ended June 30, 2016 and 2017, respectively, and $926 and $1,066 for the six months ended June 30, 2016 and 2017, respectively. The noncontrolling interest was $24,822 and $23,756 as of December 31, 2016 and June 30, 2017, respectively.
Note 11—Accrued Liabilities
Accrued liabilities as of December 31, 2016 and June 30, 2017 consisted of the following:
 
December 31,
2016
 
June 30,
2017
Accrued alternative fuels incentives (1)
$
9,840

 
$
2,131

Accrued employee benefits
4,317

 
3,862

Accrued interest
1,849

 
1,523

Accrued gas and equipment purchases
11,657

 
10,125

Accrued property and other taxes
4,572

 
4,554

Salaries and wages
12,293

 
7,291

Other
8,073

 
6,254

Total accrued liabilities
$
52,601

 
$
35,740

(1)
Accrued liabilities include the amount of RINs and LCFS Credits and as of December 31, 2016, federal alternative fuels tax credit ("VETC") payable to third parties. VETC expired as of December 31, 2016 and as a result, no VETC amounts were accrued as of June 30, 2017 (see Note 17 for further information about VETC).
Note 12—Debt
Debt and capital lease obligations as of December 31, 2016 and June 30, 2017 consisted of the following and are further discussed below:
 
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

Plains 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


13


 
June 30, 2017
 
Principal Balances
 
Unamortized Debt Financing Costs
 
Balance Net of Financing Costs
7.5% Notes (1)
$
125,000

 
$
179

 
$
124,821

5.25% Notes
110,450

 
767

 
109,683

Capital lease obligations
1,038

 

 
1,038

NG Advantage debt
17,682

 
233

 
17,449

Other debt
1,837

 

 
1,837

Total debt and capital lease obligations
256,007

 
1,179

 
254,828

Less amounts due within one year
(4,377
)
 
(58
)
 
(4,319
)
Total long-term debt and capital lease obligations
$
251,630


$
1,121

 
$
250,509


(1) Includes $65,000 and $40,000 in principal amount held by T. Boone Pickens ("Mr. Pickens"), as of December 31, 2016 and June 30, 2017, respectively, which is classified as “Long-term debt, related party” on the condensed consolidated balance sheet. See the description below for additional information.

7.5% Notes
On July 11, 2011, the Company entered into a loan agreement (the “CHK Agreement”) with Chesapeake NG Ventures Corporation (“Chesapeake”), an indirect wholly owned subsidiary of Chesapeake Energy Corporation, whereby Chesapeake agreed to purchase from the Company up to $150,000 of debt securities pursuant to the issuance of three convertible promissory notes over a three-year period, each having a principal amount of $50,000 (each a “CHK Note” and collectively the “CHK Notes” and, together with the CHK Agreement and other transaction documents, the “CHK Loan Documents”). The first CHK Note was issued on July 11, 2011 and the second CHK Note was issued on July 10, 2012.
On June 14, 2013 (the “Transfer Date”), Mr. Pickens and Green Energy Investment Holdings, LLC ("GEIH"), an affiliate of Leonard Green & Partners, L.P. (collectively, the “Buyers”), and Chesapeake entered into a note purchase agreement (“Note Purchase Agreement”) pursuant to which Chesapeake sold the outstanding CHK Notes (the “Sale”) to the Buyers. Chesapeake assigned to the Buyers all of its right, title and interest under the CHK Loan Documents (the “Assignment”), and each Buyer severally assumed all of the obligations of Chesapeake under the CHK Loan Documents arising after the Sale and the Assignment including, without limitation, the obligation to advance an additional $50,000 to the Company in June 2013 (the “Assumption”). The Company also entered into the Note Purchase Agreement for the purpose of consenting to the Sale, the Assignment and the Assumption.
Contemporaneously with the execution of the Note Purchase Agreement, the Company entered into a loan agreement with each Buyer (collectively, the “Amended Agreements”). The Amended Agreements have the same terms as the CHK Agreement, other than changes to reflect the new holders of the CHK Notes. Immediately following execution of the Amended Agreements, the Buyers delivered $50,000 to the Company in satisfaction of the funding requirement they had assumed from Chesapeake (the “2013 Advance”). In addition, the Company canceled the existing CHK Notes and issued replacement notes, and the Company also issued notes to the Buyers in exchange for the 2013 Advance (the replacement notes and the notes issued in exchange for the 2013 Advance are referred to herein as the “7.5% Notes”).
The 7.5% Notes have the same terms as the original CHK Notes, other than changes to reflect their different holders. They bear interest at the rate of 7.5% per annum and are convertible at the option of the holder into shares of the Company’s common stock at a conversion price of $15.80 per share (the “7.5% Notes Conversion Price”). Upon written notice to the Company, each holder of a 7.5% Note has the right to exchange all or any portion of the principal and accrued and unpaid interest under its 7.5% Notes for shares of the Company’s common stock at the 7.5% Notes Conversion Price.
Additionally, subject to certain restrictions, the Company can force conversion of each 7.5% Note into shares of its common stock if, following the second anniversary of the issuance date of a 7.5% Note, such shares trade at a 40% premium to the 7.5% Notes Conversion Price for at least 20 trading days in any consecutive 30 trading day period.
The entire principal balance of each 7.5% Note is due and payable seven years following its issuance and the Company may repay each 7.5% Note at maturity in shares of its common stock (with a value determined by the per share volume weighted-average price for the 20 trading days prior to the maturity date) or cash. All of the shares issuable upon conversion of the 7.5% Notes have been registered for resale by their holders pursuant to a registration statement that has been filed with and declared effective by the Securities and Exchange Commission.

14


The Amended Agreements provide for customary events of default which, if any of them occurs, would permit or require the principal of, and accrued interest on, the 7.5% Notes to become, or to be declared, due and payable. No events of default under the 7.5% Notes had occurred as of June 30, 2017.
On August 27, 2013, GEIH transferred $5,000 in principal amount of its 7.5% Notes to certain third parties.
On February 9, 2017, the Company purchased from Mr. Pickens, his 7.5% Note due July 2018 having an outstanding principal amount of $25,000 held by Mr. Pickens for a cash purchase price of $21,750. The Company's repurchase of this 7.5% Note resulted in a total gain of $3,191 for the three and six months ended June 30, 2017.
On February 21, 2017, GEIH transferred an additional $11,800 in principal amount of its 7.5% Notes to a third party.
As a result of the foregoing transactions, as of June 30, 2017, (i) Mr. Pickens held 7.5% Notes in the aggregate principal amount of $40,000, (ii) GEIH held 7.5% Notes in the aggregate principal amount of $68,200, and (iii) other third parties held 7.5% Notes in the aggregate principal amount of $16,800.
5.25% Notes
In September 2013, the Company completed a private offering of $250,000 in principal amount of 5.25% Convertible Senior Notes due 2018 (the “5.25% Notes”) and entered into an indenture governing the 5.25% Notes (the “Indenture”).
The net proceeds from the sale of the 5.25% Notes after the payment of certain debt issuance costs of $7,805 were $242,195. The Company has used the net proceeds from the sale of the 5.25% Notes to fund capital expenditures and for general corporate purposes. The 5.25% Notes bear interest at a rate of 5.25% per annum, payable semi-annually in arrears on October 1 and April 1 of each year, beginning on April 1, 2014. The 5.25% Notes will mature on October 1, 2018, unless purchased, redeemed or converted prior to such date in accordance with their terms and the terms of the Indenture.
Holders may convert their 5.25% Notes, at their option, at any time prior to the close of business on the business day immediately preceding the maturity date of the 5.25% Notes. Upon conversion, the Company will deliver a number of shares of its common stock, per $1 principal amount of 5.25% Notes, equal to the conversion rate then in effect (together with a cash payment in lieu of any fractional shares). The initial conversion rate for the 5.25% Notes is 64.1026 shares of the Company’s common stock per $1 principal amount of 5.25% Notes (which is equivalent to an initial conversion price of approximately $15.60 per share of the Company’s common stock). The conversion rate is subject to adjustment upon the occurrence of certain specified events as described in the Indenture. Upon the occurrence of certain corporate events prior to the maturity date of the 5.25% Notes, the Company will, in certain circumstances, in addition to delivering the number of shares of the Company’s common stock deliverable upon conversion of the 5.25% Notes based on the conversion rate then in effect (together with a cash payment in lieu of any fractional shares), pay holders that convert their 5.25% Notes a cash make-whole payment in an amount as described in the Indenture. The Company may, at its option, irrevocably elect to settle its obligation to pay any such make-whole payment in shares of its common stock instead of in cash.
The amount of any make-whole payment, whether it is settled in cash or in shares of the Company’s common stock upon the Company’s election, will be determined based on the date on which the corporate event occurs or becomes effective and the stock price paid (or deemed to be paid) per share of the Company’s common stock in the corporate event, as described in the Indenture.
The Company may not redeem the 5.25% Notes prior to October 5, 2016. On or after October 5, 2016, the Company may, at its option, redeem for cash all or any portion of the 5.25% Notes if the closing sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which notice of redemption is provided, exceeds 160% of the conversion price on each applicable trading day. In the event of the Company’s redemption of the 5.25% Notes, the redemption price will equal 100% of the principal amount of the 5.25% Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for in the 5.25% Notes.
If the Company undergoes a fundamental change (as defined in the Indenture) prior to the maturity date of the 5.25% Notes, subject to certain conditions as described in the Indenture, holders may require the Company to purchase, for cash, all or any portion of their 5.25% Notes at a repurchase price equal to 100% of the principal amount of the 5.25% Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change purchase date.
The Indenture contains customary events of default with customary cure periods, including, without limitation, failure to make required payments or deliveries of shares of the Company’s common stock when due under the Indenture, failure to comply with certain covenants under the Indenture, failure to pay when due or acceleration of certain other indebtedness of the Company or certain of its subsidiaries, and certain events of bankruptcy and insolvency of the Company or certain of its subsidiaries.

15


The occurrence of an event of default under the Indenture will allow either the trustee or the holders of at least 25% in principal amount of the then-outstanding 5.25% Notes to accelerate, or upon an event of default arising from certain events of bankruptcy or insolvency of the Company, will automatically cause the acceleration of, all amounts due under the 5.25% Notes. No events of default under the 5.25% Notes had occurred as of June 30, 2017.
The 5.25% Notes are senior unsecured obligations of the Company and rank senior in right of payment to the Company’s future indebtedness that is expressly subordinated in right of payment to the 5.25% Notes; equal in right of payment to the Company’s unsecured indebtedness that is not so subordinated; effectively junior to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness (including trade payables) of the Company’s subsidiaries.
During the year ended December 31, 2016, the Company paid an aggregate of $84,344 in cash to repurchase and retire $114,550 in aggregate principal amount of the 5.25% Notes, together with $1,546 in accrued and unpaid interest thereon. Additionally, pursuant to a privately negotiated exchange agreement with certain holders of the 5.25% Notes, on May 4, 2016, the Company issued 6,265,829 shares of its common stock in exchange for an aggregate principal amount of $25,000 of 5.25% Notes held by such holders and accrued and unpaid interest thereon. The value of the shares of the Company's common stock issued to the holders of the 5.25% Notes in the exchange has been excluded from the Company's condensed consolidated statements of cash flows as it is a non-cash financing activity. The Company's repurchase and exchange of 5.25% Notes for the year ended December 31, 2016 resulted in a total gain of $35,239 recorded during the period. All repurchased and exchanged 5.25% Notes have been surrendered to the trustee for such notes and canceled in full and the Company has no further obligations under such notes.
Plains Credit Facility
On February 29, 2016, the Company entered into a Loan and Security Agreement (the “Plains LSA”) with PlainsCapital Bank (“Plains”), pursuant to which Plains agreed to lend the Company up to $50,000 on a revolving basis from time to time for a term of one year (the “Credit Facility”). All amounts advanced under the Credit Facility were due and payable on February 28, 2017. Simultaneously, the Company drew $50,000 under this Credit Facility, which the Company repaid in full on August 31, 2016. On October 31, 2016, the Plains LSA was amended solely to extend the Credit Facility's maturity date from February 28, 2017 to September 30, 2018. On December 22, 2016, the Company drew $23,500 under the Credit Facility, which the Company repaid in full on March 31, 2017. As a result, the Company had no amounts outstanding under the Credit Facility as of June 30, 2017.

The Credit Facility is evidenced by a promissory note the Company issued on February 29, 2016 in favor of Plains (the “Plains Note”). Interest on the Plains Note is payable monthly and accrues at a rate equal to the greater of (i) the then-current LIBOR rate plus 2.30% or (ii) 2.70%. As collateral security for the prompt payment in full when due of the Company's obligations to Plains under the Plains LSA and the Plains Note, the Company pledged to and granted Plains a security interest in all of its right, title and interest in the cash and corporate and municipal bonds rated AAA, AA or A by Standard & Poor’s Rating Services that the Company holds in an account at Plains. In connection with such pledge and security interest granted under the Credit Facility, on February 29, 2016, the Company entered into a Pledged Account Agreement with Plains and PlainsCapital Bank - Wealth Management and Trust (the “Pledge Agreement” and collectively with the Plains LSA and the Plains Note, the “Plains Loan Documents”).The Plains Loan Documents include certain covenants of the Company and also provide for customary events of default, which, if any of them occurs, would permit or require, among other things, the principal of, and accrued interest on, the Credit Facility to become, or to be declared, due and payable. Events of default under the Plains Loan Documents include, among others, the occurrence of certain bankruptcy events, the failure to make payments when due under the Plains Note and the transfer or disposal of the collateral under the Plains LSA. No events of default under the Plains Loan Documents had occurred as of June 30, 2017.

Canton Bonds
On March 19, 2014, Canton Renewables, LLC (“Canton”), a former subsidiary of the Company, completed the issuance of Solid Waste Facility Limited Obligation Revenue Bonds (Canton Renewables, LLC — Sauk Trail Hills Project) Series 2014 in the aggregate principal amount of $12,400 (the “Canton Bonds”).
The Canton Bonds were issued by the Michigan Strategic Fund (the “Issuer”) and the proceeds of such issuance were loaned by the Issuer to Canton pursuant to a loan agreement that became effective on March 19, 2014.
On March 31, 2017, Canton was sold to BP in the Asset Sale (see Note 2). As a result, the Canton Bonds became the obligation of BP as of such date.


16


NG Advantage Debt
On May 12, 2016 and January 24, 2017, respectively, NG Advantage entered into a Loan and Security Agreement (the “Commerce LSA”) with Commerce Bank & Trust Company (“Commerce”), pursuant to which Commerce agreed to lend NG Advantage $6,300 and $6,150, respectively. The proceeds were primarily used to fund the purchases of CNG trailers and equipment. Interest and principal for both loans are payable monthly in 84 equal monthly installments at an annual rate of 4.41% and 5.0%, respectively. As collateral security for the prompt payment in full when due of NG Advantage's obligations to Commerce under the Commerce LSA, NG Advantage pledged to and granted Commerce a security interest in all of its right, title and interest in the CNG trailers and equipment purchased with the proceeds received under the Commerce LSA.

On November 30, 2016, NG Advantage entered into a Loan and Security Agreement (the "Wintrust LSA") with Wintrust Commercial Finance (“Wintrust”), pursuant to which Wintrust agreed to lend NG Advantage $4,695. The proceeds were primarily used to fund the purchases of CNG trailers and equipment. Interest and principal is payable monthly in 72 equal monthly installments at an annual rate of 5.17%. As collateral security for the prompt payment in full when due of NG Advantage's obligations to Wintrust under the Wintrust LSA, NG Advantage pledged to and granted Wintrust a security interest in all of its right, title and interest in the CNG trailers and equipment purchased with the proceeds received under the Wintrust LSA.

NG Advantage has other debt for trailers and equipment due at various dates through 2021 bearing interest at rates up to 6.01%, with weighted -average interest rates of 5.51% and 5.46%, and outstanding principal balance of $2,598 and $2,216 as of December 31, 2016 and June 30, 2017, respectively.

Other Debt
The Company has other debt due at various dates through 2023 bearing interest at rates up to 20.5% with weighted -average interest rates of 5.72% and 7.38% as of December 31, 2016 and June 30, 2017, respectively.
Note 13—Net Income (Loss) Per Share
Basic net income (loss) per share is computed by dividing the net income (loss) attributable to Clean Energy Fuels Corp. by the weighted-average number of common shares outstanding and common shares issuable for little or no cash consideration during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to Clean Energy Fuels Corp. by the weighted-average number of common shares outstanding and common shares issuable for little or no cash consideration during the period and potentially dilutive securities outstanding during the period, and therefore reflects the dilution from common shares that may be issued upon exercise or conversion of these potentially dilutive securities, such as stock options, warrants, convertible notes and restricted stock units. The dilutive effect of stock awards and warrants is computed under the treasury stock method. The dilutive effect of convertible notes and restricted stock units is computed under the if-converted method. Potentially dilutive securities are excluded from the computations of diluted net income (loss) per share if their effect would be antidilutive.
The information required to compute basic and diluted net income (loss) per share is as follows:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
2016
 
2017
 
2016
 
2017
 
Weighted-average common shares outstanding
109,272,906

 
150,586,423

 
103,782,086

 
149,721,767

 
Dilutive effect of potential common shares from restricted stock units
2,470,606

 

 
2,470,606

 
2,693,382

 
Weighted-average common shares outstanding - diluted
111,743,512

 
150,586,423

 
106,252,692

 
152,415,149

 
The following potentially dilutive securities have been excluded from the diluted net income (loss) per share calculations because their effect would have been antidilutive. Although such securities were antidilutive for the respective periods, they could be dilutive in the future.

17


 
Three Months Ended
June 30,
Six Months Ended
June 30,
 
2016
 
2017
2016
 
2017
Stock Options
11,668,893

 
10,163,119

11,668,893

 
10,163,119

Convertible Notes
26,762,902

 
14,991,521

26,762,902

 
14,991,521

Restricted Stock Units

 
2,693,382

2,470,606

 

Total
38,431,795

 
27,848,022

40,902,401

 
25,154,640

At-The-Market Offering Program
On May 31, 2017, the Company terminated its equity distribution agreement (the “Sales Agreement”) with Citigroup Global Markets Inc. (“Citigroup”), as sales agent and/or principal. The Sales Agreement was terminable at will upon written notification by the Company with no penalty. Pursuant to the Sales Agreement, the Company was entitled to issue and sell, from time to time, through or to Citigroup, shares of its common stock having an aggregate offering price of up to $200,000 in an “at-the-market” offering program (the “ATM Program”). The ATM Program commenced on November 11, 2015 when the Company and Citigroup entered into the original equity distribution agreement, which was amended and restated on September 9, 2016 and again on December 21, 2016 prior to its termination.

The following table summarizes the activity under the ATM Program for the periods presented:
 
Three Months Ended June 30,
 
Three Months Ended June 30,
 
Six Months Ended
June 30,
 
Six Months Ended
June 30,
(in 000s, except per-share amounts)
2016
 
2017
 
2016
 
2017
Gross proceeds
$
32,249

 
$

 
$
54,300

 
$
10,767

Fees and issuance costs
619

 
57

 
1,300

 
311

Net proceeds
31,630

 
(57
)
 
53,000

 
10,456

Shares issued
7,664,467

 

 
17,501,443

 
3,802,500

Note 14—Stock-Based Compensation
The following table summarizes the compensation expense and related income tax benefit related to the Company's stock-based compensation arrangements recognized in the condensed consolidated statements of operations during the periods:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
 
2016
 
2017
 
2016
 
2017
 
Stock-based compensation expense, net of $0 tax in 2016 and 2017
$
2,037

 
$
2,778

 
$
4,456

 
$
4,688

 
At June 30, 2017, there was $9,979 of total unrecognized compensation costs related to non-vested shares subject to outstanding stock options and restricted stock units, which is expected to be expensed over a weighted-average period of approximately 1.84 years.
Note 15—Income Taxes
The Company’s income tax benefit (expense) was $(432) and $(124) for the three months ended June 30, 2016 and 2017, respectively, and $(813) and $2,139 for the six months ended June 30, 2016 and 2017, respectively. Tax benefit (expense) for all periods was comprised of taxes due on the Company’s U.S. and foreign operations. The decrease in the Company’s income tax expense for the three months ended June 30, 2017 as compared to the three months ended June 30, 2016 was primarily due to a decrease in the deferred tax expense attributed to the reduction of goodwill amortization following the Asset Sale (see Note 2). The increase in the Company's income tax benefit for the six months ended June 30, 2017 as compared to the six months ended June 30, 2016 was primarily due to a deferred tax benefit from the Asset Sale. The effective tax rates for the three and six months ended June 30, 2016 and 2017 are different from the federal statutory tax rate primarily as a result of losses for which no tax benefit has been recognized.
Following the Asset Sale, the Company also benefited from the utilization of federal and state net operating loss ("NOL") carryovers that offset all of the Company's federal and the majority of its state taxes. In addition to the decrease in its deferred tax liability of $2,493 attributed to the reduction in goodwill following the Asset Sale, the utilization of NOLs also resulted in a

18


decrease of $29,768 in the Company's deferred tax assets attributed to NOLs and a corresponding decrease in the Company's deferred tax asset valuation allowance.
The Company did not record a change in its liability for unrecognized tax benefits or penalties in the three and six months ended June 30, 2016 or 2017. The net interest incurred was immaterial for both the three and six months ended June 30, 2016 and 2017, respectively.
Note 16—Commitments and Contingencies
Environmental Matters    
The Company is subject to federal, state, local and foreign environmental laws and regulations. The Company does not anticipate any expenditures to comply with such laws and regulations that would have a material impact on the Company's consolidated financial position, results of operations or liquidity. The Company believes that its operations comply, in all material respects, with applicable federal, state, local and foreign environmental laws and regulations.
Litigation, Claims and Contingencies
The Company may become party to various legal actions that arise in the ordinary course of its business. The Company is also subject to audit by tax authorities for varying periods in various federal, state, local and foreign tax jurisdictions, and disputes may arise during the course of these audits. It is impossible to determine the ultimate liabilities that the Company may incur resulting from any of these lawsuits, claims, proceedings, audits, commitments, contingencies and related matters or the timing of these liabilities, if any. If these matters were to ultimately be resolved unfavorably, it is possible that such an outcome could have a material adverse effect upon the Company’s consolidated financial position, results of operations, or liquidity. The Company, does not, however, anticipate such an outcome and it believes the ultimate resolution of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity.
Note 17—Alternative Fuels Excise Tax Credit
In December 2015, the U.S. Congress passed the Consolidated Appropriations Act, which included an alternative fuels tax credit referred to in these condensed consolidated financial statements as "VETC." The credit was made retroactive to January 1, 2015 and extended through December 31, 2016, except that the alternative fuels tax credit for LNG sold as a vehicle fuel in 2016 was based on the diesel gallon equivalent of LNG sold, rather than the liquid gallon of LNG sold as it was in 2015. As a result, the Company was eligible to receive a credit of $0.50 per gasoline gallon equivalent of CNG sold as a vehicle fuel in 2016 and $0.50 per diesel gallon equivalent of LNG sold as a vehicle fuel in 2016.

Based on the service relationship with its customers, either the Company or its customers claimed the credit. The Company records its VETC credits, if any, as revenue in its condensed consolidated statements of operations because the credits are fully payable and do not need to offset income tax liabilities to be received. As such, the credits are not deemed income tax credits under the accounting guidance applicable to income taxes.
    
VETC revenue for the three and six months ended June 30, 2016 was $6,536 and $12,916, respectively. VETC ceased to be available after it expired on December 31, 2016 and may not be available for any subsequent period.

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Note 18—Recently Issued and Adopted Accounting Standards
In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-09, Compensation - Stock Compensation (Topic 718): Scope Modification Accounting. This ASU allows entities to make certain changes to awards without accounting for them as modifications. It does not change the accounting for modifications. Specifically, an entity will not apply modification accounting if all of the following are the same immediately before and after the change: (1) the award's fair value (or calculated value or intrinsic value if those measurement methods are used), (2) the award's vesting conditions, and (3) the award's classification as an equity or liability instrument. The new standard is effective for fiscal years beginning after December 15, 2017, which for the Company is the first quarter of 2018. The Company does not expect the adoption of the guidance to have a material impact on its consolidated financial statements.

In January 2017, the FASB issued ASU 2017-03, Accounting Changes and Error Corrections (Topic 250) and Investments - Equity Method and Joint Ventures (Topic 323): Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings. This ASU requires registrants to disclose the effect that ASU 2014-09 (Revenue from Contracts with Customers (Topic 606), ASU 2016-02 (Leases (Topic 842), and ASU 2016-13 (Financial Instruments--Credit Losses (Topic 326) will have on their financial statements when adopted in a future period. In cases where a registrant cannot reasonably estimate the impact of the adoption, additional qualitative disclosures should be considered to assist the reader in assessing the significance of the standard’s impact on its financial statements. This guidance was effective upon issuance and other than enhancements to the qualitative disclosures regarding the future adoption of the referenced ASUs above, adoption of this ASU is not expected to have any impact on the Company’s consolidated financial statements and related disclosures.

In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. Under the new standard, the selling (transferring) entity is required to recognize a current tax expense or benefit upon transfer of the asset. Similarly, the purchasing (receiving) entity is required to recognize a deferred tax asset or liability, as well as the related deferred tax benefit or expense, upon purchase or receipt of the asset. The Company early adopted the standard as of January 1, 2017. This election was implemented under the modified retrospective approach, resulting in a $302 increase in accumulated deficit representing the cumulative recognition of the income tax consequences of intra-entity transfers of assets other than inventory that occurred before the adoption date.

In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payments Accounting. The new standard was issued to simplify the accounting for share-based payment transactions, including income tax consequences, the classification of awards as either equity or liabilities, and the classification on the statement of cash flows. The Company adopted the standard as of January 1, 2017 and in connection with the adoption, the Company elected to recognize forfeitures when they occur. Previously, the Company estimated a forfeiture rate in accordance with prior guidance. This election was implemented under the modified retrospective approach with a cumulative effect of an increase in accumulated deficit of $194, net of tax. This adjustment represents the cumulative additional compensation expense that would have been amortized through the date of adoption had this accounting policy election been in place. This ASU also eliminates the requirement to defer recognition of an excess tax benefit until the benefit is realized through a reduction to taxes payable. As a result, the Company’s deferred tax asset relating to its net operating loss carryovers increased by $8,600 with a corresponding increase in the deferred tax asset valuation allowance. The Company also adopted, on a prospective basis, (1) the classification of excess tax benefits as an operating activity in the condensed consolidated statements of cash flows and (2) the exclusion of the amount of excess tax benefits when applying the treasury stock method for the Company’s diluted income (loss) per share calculation. Neither of these adoptions had a material impact on the Company's cash flows or diluted income (loss) per share calculation for the six months ended June 30, 2017. Additionally, the Company continues to (1) classify cash paid by the Company for directly withholding shares for tax withholding purposes as a financing activity in the condensed consolidated statements of cash flows and (2) withhold the statutory minimum taxes for participants in the Company’s stock-based compensation plans.

In May 2014, the FASB issued ASU 2014-09 related to revenue from contracts with customers, which, along with amendments issued in 2015 and 2016, will provide a single, comprehensive revenue recognition model for all contracts with customers. The underlying principle is to recognize revenue when promised goods or services are transferred to customers in amounts that reflect the consideration that is expected to be received for those goods or services. The new standard also requires entities to enhance disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. This ASU, as amended, will be effective for annual reporting periods after December 15, 2017, which for the Company is the first quarter of fiscal 2018. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized in retained earnings as of the date of adoption ("modified retrospective basis"). The Company expects to adopt this ASU on a modified retrospective basis and is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.


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Note 19—Subsequent Events
On July 3, 2017, NG Advantage received a nonrefundable payment of $8,350 in connection with an arrangement for the purchase, sale, and transportation of CNG over a five-year period that was entered into in June 2017. The arrangement is customary and ordinary course and the payment is to reserve a specified volume of CNG transportation capacity under the arrangement. NG Advantage is under no obligation to return any portion of the payment in connection with its use of the capacity or otherwise.
On July 14, 2017, the Company contributed to NG Advantage all of its right, title and interest in and to a CNG station located in Milton, Vermont. The Company purchased the Milton CNG station from NG Advantage in October 2014 and, also in October 2014, entered into a lease agreement with NG Advantage pursuant to which the Company leased the station to NG Advantage. This lease agreement relating to the Milton CNG station was terminated contemporaneously with the contribution. As consideration for the contribution, NG Advantage issued to the Company Series A Preferred Units with an aggregate value of $7,500. The Series A Preferred Units provide for an accrued return in the event of a liquidation event with respect to NG Advantage and will convert into common units of NG Advantage if and when it completes a future equity financing that satisfies certain specified conditions, but the Series A Preferred Units do not, in themselves, increase the Company's controlling interest in NG Advantage. As a result, following the contribution, the Company's controlling interest in NG Advantage remains at 53.3%.

On July 25, 2017, the Company entered into an arrangement for the purchase of 147 used natural gas heavy -duty trucks valued at $9,408 by December 29, 2017.

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) should be read together with the unaudited condensed consolidated financial statements and the related notes included in this report. For additional context with which to understand our financial condition and results of operations, refer to the MD&A for the fiscal year ended December 31, 2016 included in our Annual Report on Form 10-K for our fiscal year ended December 31, 2016, which was filed with the Securities and Exchange Commission (“SEC”) on March 7, 2017, as well as the audited consolidated financial statements and notes included therein (collectively, our “2016 10-K”). Unless the context indicates otherwise, all references to “Clean Energy,” the “Company,” “we,” “us,” or “our” in this MD&A and elsewhere in this report refer to Clean Energy Fuels Corp. together with its majority and wholly owned subsidiaries.
Cautionary Statement Regarding Forward Looking Statements
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) and other sections of this report contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements relate to future events or circumstances or our future financial performance and are based upon our current assumptions, expectations and beliefs concerning future developments and their potential effect on our business. In some cases, you can identify forward-looking statements by the following words: “if,” “may,” “might,” “shall,” “will,” “can,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “goal,” “objective,” “initiative,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “forecast,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although the absence of these words does not mean that a statement is not forward-looking. We believe the statements we make in this MD&A about our future financial and operating performance, our growth strategies and anticipated trends in our industry and our business are forward-looking by their nature. Although the forward-looking statements in this MD&A reflect our good faith judgment, based on currently available information, they are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Factors that might cause or contribute to such differences include, among others, those discussed under “Risk Factors” in this report and in our 2016 Form 10-K. As a result of these and other potential risk factors, the forward-looking statements in this MD&A may not prove to be accurate. All forward-looking statements in this MD&A are made only as of the date of this document and, except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason, including to conform these statements to actual results or to changes in our expectations.

Overview
We are the leading provider of natural gas as an alternative fuel for vehicle fleets in the United States and Canada, based on the number of stations operated and the amount of gasoline gallon equivalents ("GGEs") of renewable natural gas ("RNG"), compressed natural gas ("CNG") and liquefied natural gas ("LNG") delivered. Our principal business is supplying RNG, CNG and LNG (RNG can be delivered in the form of CNG or LNG) for light, medium and heavy-duty vehicles and providing operation and maintenance ("O&M") services for vehicle fleet customer stations. As a comprehensive solution provider, we also design,

21


build, operate and maintain fueling stations; manufacture, sell and service non-lubricated natural gas fueling compressors and other equipment used in CNG stations and LNG stations; offer assessment, design and modification solutions to provide operators with code-compliant service and maintenance facilities for natural gas vehicle fleets; transport and sell CNG and LNG to industrial and institutional energy users who do not have direct access to natural gas pipelines; procure and sell RNG; sell tradable credits we generate by selling natural gas and RNG as a vehicle fuel, including credits under the California and Oregon Low Carbon Fuel Standards (collectively, "LCFS Credits") and Renewable Identification Numbers ("RIN Credits" or "RINs") under the federal Renewable Fuel Standard Phase 2; help our customers acquire and finance natural gas vehicles; and obtain federal, state and local tax credits, grants and incentives.

We serve fleet vehicle operators in a variety of markets, including heavy-duty trucking, airports, refuse, public transit, government fleets, and industrial and institutional energy users. We believe these fleet markets will continue to present a growth opportunity for natural gas vehicle fuel for the foreseeable future. As of June 30, 2017, we serve nearly 1,000 fleet customers operating over 46,000 natural gas vehicles, and we own, operate or supply approximately 575 natural gas fueling stations in 42 states in the United States and four provinces in Canada.
Performance Overview
The following performance overview discusses matters on which our management focuses in evaluating our financial condition and operating performance and results.

Sources of Revenue
The following table represents our sources of revenue:
Revenue (in millions)
 
Three Months
Ended
June 30,
2016
 
Three Months
Ended
June 30,
2017
 
Six Months
Ended
June 30,
2016
 
Six Months
Ended
June 30,
2017
Volume Related (1)
 
$
71.6

 
$
63.3

 
$
139.5

 
$
136.9

Compressor Sales
 
8.8

 
5.2

 
17.1

 
11.7

Station Construction Sales
 
21.1

 
12.3

 
34.3

 
21.6

VETC (2)
 
6.5

 

 
12.9

 

Other
 

 
0.2

 

 
0.3

Total
 
$
108.0

 
$
81.0

 
$
203.8

 
$
170.5

(1)
Our volume-related revenue primarily consists of sales of CNG, LNG and RNG fuel, sales of RINs and LCFS Credits and performance of O&M services.
(2)
Represents a federal alternative fuels tax credit that we refer to as "VETC," which expired December 31, 2016.

Key Operating Data
In evaluating our operating performance, our management focuses primarily on: (1) the amount of CNG, LNG and RNG gasoline gallon equivalents delivered (which we define as (i) the volume of gasoline gallon equivalents we sell to our customers, plus (ii) the volume of gasoline gallon equivalents dispensed at facilities we do not own but where we provide O&M services on a per-gallon or fixed fee basis, plus (iii) our proportionate share of the gasoline gallon equivalents sold as CNG by our joint venture with Mansfield Ventures, LLC called Mansfield Clean Energy Partners, LLC (“MCEP”), plus (iv) our proportionate share (as applicable) of the gasoline gallon equivalents of RNG produced and sold as pipeline quality natural gas by the RNG production facilities we owned or operated), (2) our station construction cost of sales, (3) our gross margin (which we define as revenue minus cost of sales), and (4) net income (loss) attributable to us. The following tables, which should be read in conjunction with the condensed consolidated financial statements and notes included in this report and the consolidated financial statements and notes included in our 2016 Form 10-K, present our key operating data for the years ended December 31, 2014, 2015, and 2016 and for the three and six months ended June 30, 2016 and 2017:

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Gasoline gallon equivalents
delivered (in millions)
 
Year Ended
December 31,
2014
 
Year Ended
December 31,
2015
 
Year Ended
December 31,
2016
 
Three Months
Ended
June 30,
2016
 
Three Months
Ended
June 30,
2017
 
Six Months
Ended
June 30,
2016
 
Six Months
Ended
June 30,
2017
CNG (1)
 
182.6

 
229.2

 
259.2

 
63.9

 
71.1

 
125.0

 
139.6

RNG (2)
 
12.2

 
8.8

 
3.0

 
0.6

 
0.6

 
1.6

 
1.2

LNG
 
70.3

 
70.5

 
66.8

 
18.4

 
16.7

 
33.8

 
32.7

Total
 
265.1


308.5


329.0


82.9

 
88.4

 
160.4

 
173.5

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gasoline gallon equivalents
delivered (in millions)
 
Year Ended
December 31,
2014
 
Year Ended
December 31,
2015
 
Year Ended
December 31,
2016
 
Three Months
Ended
June 30,
2016
 
Three Months
Ended
June 30,
2017
 
Six Months
Ended
June 30,
2016
 
Six Months
Ended
June 30,
2017
O&M
 
137.3

 
159.3

 
176.6

 
44.4

 
50.3

 
84.7

 
97.0

Fuel (1)
 
108.2

 
130.1

 
128.5

 
32.6

 
31.8

 
64.5

 
64.4

Fuel and O&M (3)
 
19.6

 
19.1

 
23.9

 
5.9

 
6.3

 
11.2

 
12.1

Total
 
265.1

 
308.5

 
329.0

 
82.9

 
88.4

 
160.4

 
173.5

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other operating data (in millions)
 
Year Ended
December 31,
2014
 
Year Ended
December 31,
2015
 
Year Ended
December 31,
2016
 
Three Months
Ended
June 30,
2016
 
Three Months
Ended
June 30,
2017
 
Six Months
Ended
June 30,
2016
 
Six Months
Ended
June 30,
2017
Station construction cost of sales
 
56.3

 
32.3

 
57.0

 
17.8

 
11.3

 
29.1

 
19.7

Gross margin
 
$
120.2

 
$
125.8

 
$
147.1

 
39.3

 
23.7

 
75.8

 
52.3

Net income (loss) attributable to Clean Energy Fuels. Corp (4)
 
$
(89.7
)
 
$
(134.2
)
 
$
(12.2
)
 
$
1.5

 
$
(17.8
)
 
$
4.4

 
$
43.3

 
(1) As noted above, amounts include our proportionate share of the GGEs sold as CNG by our joint venture MCEP. GGEs sold by this joint venture were 0.0 million, 0.4 million, and 0.5 million, for the years ended December 31, 2014, 2015, and 2016, respectively, 0.1 million and 0.1 million for the three months ended June 30, 2016 and 2017, respectively, and 0.2 million and 0.3 million for the six months ended June 30, 2016 and 2017, respectively.
(2) Represents RNG sold as non-vehicle fuel. RNG sold as vehicle fuel, also known as Redeem™, is included in CNG and LNG.
(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, and $26.6 million for the years ended December 31, 2014, 2015, and 2016, respectively, $6.5 million and $0.0 million for the three months ended June 30, 2016 and 2017, respectively, and $12.9 million and $0.0 million for the six months ended June 30, 2016 and 2017, respectively. See the discussion under “Recent Developments—VETC Expiration” below.
Recent Developments
Purchase of Natural Gas Heavy -Duty Trucks. On July 25, 2017, the Company entered into an arrangement for the purchase of 147 used natural gas heavy -duty trucks valued at $9.4 million by December 29, 2017, with the intention of selling the trucks to our customers.
    
NG Advantage's Arrangement with BP Energy. In June 2017, our subsidiary NG Advantage, LLC (“NG Advantage”) entered into an arrangement for the purchase, sale and transportation of CNG over a five-year period. The arrangement is customary and ordinary course and provides for a payment of a nonrefundable amount of $8.35 million to reserve a specified volume of CNG transportation capacity under the arrangement, which advance was paid to NG Advantage on July 3, 2017.

Contribution of Milton CNG Station. On July 14, 2017, we contributed to NG Advantage all of our right, title and interest in and to a CNG station located in Milton, Vermont. We purchased the Milton CNG station from NG Advantage in October 2014 and, also in October 2014, entered into a lease agreement with NG Advantage pursuant to which we leased the station to NG Advantage. This lease agreement relating to the Milton CNG station was terminated contemporaneously with the contribution. As consideration for the contribution, NG Advantage issued to us Series A Preferred Units with an aggregate value of $7.5 million. The Series A Preferred Units provide for an accrued return in the event of a liquidation event with respect to NG Advantage and will convert into common units of NG Advantage if and when it completes a future equity financing that satisfies certain specified conditions, but the Series A Preferred Units do not, in themselves, increase our controlling interest in NG Advantage. As a result, following the contribution, our controlling interest in NG Advantage remains at 53.3%.

Termination of ATM Program. On May 31, 2017, we terminated our equity distribution agreement (the “Sales Agreement”) with Citigroup Global Markets Inc. (“Citigroup”), as sales agent and/or principal. The Sales Agreement was terminable at will upon written notification by us with no penalty. Pursuant to the Sales Agreement, we were entitled to issue and sell, from time to

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time, through or to Citigroup shares of our common stock having an aggregate offering price of up to $200.0 million in an “at-the-market” offering program (the “ATM Program”). The ATM Program commenced on November 11, 2015 when we and Citigroup entered into the original equity distribution agreement, which was amended and restated on September 9, 2016 and again on December 21, 2016 prior to its termination.

Asset Sale. On February 27, 2017, Clean Energy Renewable Fuels ("Renewables"), our subsidiary, entered into an asset purchase agreement (the “APA”) with BP Products North America, Inc. (“BP”), pursuant to which Renewables agreed to sell to BP certain assets relating to its RNG production business (the “Asset Sale”), consisting of Renewables’ two existing RNG production facilities, Renewables’ interest in the RNG Ventures and Renewables’ third-party RNG supply contracts (the “Assets”). The Asset Sale was completed on March 31, 2017 for a sale price of $155.5 million, plus BP assumed the obligations under the Canton Bonds (as defined in Note 12) which totaled $8.8 million as of March 31, 2017.

On March 31, 2017, BP paid Renewables $30.0 million in cash and delivered to Renewables a promissory note with a principal amount of $123.5 million, which was paid in full on April 3, 2017. In addition, on June 22, 2017, BP paid Renewables an additional $2.0 million related to the determination of certain post-closing adjustments. Renewables recognized a gain of $69.9 million as of June 30, 2017 from the Asset Sale. Pursuant to the APA, the valuation date of the Asset Sale was January 1, 2017, and the APA included certain adjustments to the purchase price to reflect a determination of the amount of cash accumulated by Renewables from the valuation date to the closing date, net of permitted cash outflows. Control of the Assets was not transferred until the Asset Sale was completed on March 31, 2017. Accordingly, the full operating results of Renewables are included in the condensed consolidated statement of operations through March 31, 2017.

In addition, under the APA, BP is required, following the closing of the Asset Sale, to pay Renewables up to an additional $25.0 million in cash over a five-year period if certain performance criteria relating to the Assets are met.

We incurred $3.7 million in transaction fees in connection with the Asset Sale, and paid all such fees subsequent to March 31, 2017. Also, subsequent to March 31, 2017, we paid $8.6 million in cash and issued 770,269 shares of common stock to holders of Renewables Option Awards (as defined and discussed below). The net proceeds from the Asset Sale, net of $1.0 million cash transferred to BP were $142.2 million.

Following completion of the Asset Sale, we are continuing to procure RNG from BP under a long-term supply contract and from other RNG suppliers, and resell such RNG through our natural gas vehicle fueling infrastructure as Redeem™, our RNG vehicle fuel. We collect royalties from BP on gas purchased from BP and sold as Redeem™ at our stations, which royalty is in addition to any payment obligation of BP under the APA.

Renewables Options. In September 2013, Renewables established the 2013 Unit Option Plan (the “Renewables Plan”) and granted unit option awards thereunder (the “Renewables Option Awards”) to certain of its service providers. In connection with the closing of the Asset Sale, all holders of outstanding Renewables Option Awards entered into a surrender agreement with us and Renewables, pursuant to which (i) all Renewables Option Awards held by holders who were not members of Renewables’ Board of Managers were surrendered and canceled in full in exchange for, upon the closing of the Asset Sale and Renewables’ receipt of any future cash payment pursuant to the terms of the APA, a cash payment in an amount determined based on such holder’s percentage ownership of Renewables following a cashless “net exercise” of such holder’s Renewables Option Awards, and (ii) all Renewables Option Awards held by members of Renewables’ Board of Managers were surrendered and canceled in full in exchange for, upon the closing of the Asset Sale and Renewables’ receipt of any future cash payment pursuant to the terms of the APA, awards of shares of our common stock (the “Company Stock Awards”). The number of shares of our common stock subject to each Company Stock Award was calculated by dividing the cash payment to which the applicable holder would have been entitled as described in (i) above by the closing price of our common stock on March 31, 2017, the closing date of the Asset Sale. All Company Stock Awards were granted under our 2016 Performance Incentive Plan and are fully vested upon grant, and the shares subject to such awards are freely tradable upon issuance, subject to applicable securities laws relating to shares held by our affiliates.
Debt Repurchase. In February 2017, we purchased from one of our directors and significant stockholders, T. Boone Pickens ("Mr. Pickens"), the 7.5% Convertible Note due July 2018 having an outstanding principal amount of $25.0 million held by Mr. Pickens for a cash purchase price of $21.75 million. See Note 12 to the condensed consolidated financial statements included in this report for additional information about our outstanding debt.
VETC Expiration.  On December 31, 2016, the VETC alternative fuels tax credit expired and ceased to be available and may not be available in any subsequent period. Under VETC, we were eligible to receive credits of $0.50 per gasoline gallon equivalent of CNG and $0.50 per diesel gallon equivalent of LNG that we sold as a vehicle fuel from January 1, 2016 through December 31, 2016.

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Business Risks and Uncertainties
Our business and prospects are exposed to numerous risks and uncertainties. For more information, see “Risk Factors” in Part II, Item 1A of this report.
Key Trends
Market for Natural Gas. CNG and LNG are generally less expensive than gasoline and diesel on an energy equivalent basis. Additionally, according to studies conducted by the California Air Resources Board ("CARB") and Argonne National Laboratory, a research laboratory operated by the University of Chicago for the U.S. Department of Energy, CNG and LNG are cleaner than gasoline and diesel fuel. According to the U.S. Energy Information Administration, demand for natural gas fuels in the United States has increased in recent years and is expected to continue to increase. We believe this growth in demand is attributable primarily to the higher prices of gasoline and diesel relative to CNG and LNG, increasingly stringent environmental regulations affecting vehicle fleets and increased supply of natural gas.
Since approximately mid-2014, however, the prices of oil, gasoline, diesel and natural gas have been significantly lower and volatile, and these trends of lower prices and volatility may continue. These conditions have resulted in lower revenue levels in certain recent periods, which we believe is due in large part to slowed and reduced growth in overall demand for natural gas as a vehicle fuel caused by a decreased pricing advantage when comparing natural gas prices to diesel and gasoline prices. These conditions have also caused us to reduce the prices we have been charging our customers for CNG and LNG in certain periods, which has reduced our profit margins. Additionally, to the extent these conditions have contributed to curtailed demand or slowed growth in the market for natural gas as a vehicle fuel, we believe they have also contributed to decreases in compressor sales and station construction activity in certain periods, as the success of these components of our operations is dependent upon the success of the natural gas vehicle fuels market generally. If these volatile and lower-pricing conditions and other uncertainties persist, our financial results may continue to be adversely affected.

Our Performance. Our gross revenue mostly consists of volume -related revenue, compressor and other equipment sales, station construction sales, and historically, VETC revenue. Our revenue can vary between periods due to a variety of factors, including, among others, the amount and timing of compressor and other equipment sales, station construction sales, sales of RINs and LCFS Credits and recognition of any other government credits, fluctuations in commodity costs and natural gas prices and sale activity. Our volume-related revenue, which is further discussed below, increased from 2014 to 2016 due largely to the increase in gallons delivered across this period; however, volume-related revenue declined in the three and six months ended June 30, 2017 compared to the same periods in 2016, primarily due to decreased revenue from sales of RINs and LCFS Credits as a result of the Asset Sale. We expect this trend of lower volume-related revenue primarily due to decreased revenue from sales of RINs and LCFS Credits as a result of the Asset Sale to continue.

Our cost of sales can also vary between periods due to a variety of factors, including fluctuations in commodity costs, compressor equipment, station construction, and labor costs.

In addition, our performance in certain recent periods has been materially affected by certain non-cash gains relating to particular transactions or events. For example, our results for the six months ended June 30, 2016 and 2017 were positively affected by gains related to repurchases and retirements of our outstanding convertible debt, and our results for the six months ended June 30, 2017 were also positively affected by the gain from the Asset Sale. These or other gains or losses may not recur regularly, in the same amounts or at all in future periods and, with respect to non-cash gains and losses, which do not impact our liquidity.

See "Results of Operations" below for a further discussion of our performance.

Volume-Related Revenue. The amount of CNG, LNG and RNG GGEs we delivered increased by 24.1% from 2014 to 2016 and by 8.2% from the first six months of 2016 compared to the same period in 2017.

The RNG we sell for vehicle fuel is delivered in the form of CNG or LNG and is distributed under the name Redeem™. The amount of Redeem™ vehicle fuel we delivered increased by 190.1% from 20.2 million GGEs in 2014 to 58.6 million GGEs in 2016, and by 14.0% from 30.1 million GGEs in the first six months of 2016 to 34.3 million GGEs for the same period in 2017.

We believe demand for Redeem™ is largely attributable to the lower greenhouse gas emissions that it produces relative to gasoline and diesel, and we expected our Redeem™ business will continue to grow. Our sales of increasing volumes of CNG, LNG and RNG for use as a vehicle fuel has caused us to generate increasing amounts of RINs and LCFS Credits, which together with the increasing prices for RINs and LCFS Credits, has resulted in increased revenue associated with these credits.
The following table summarizes our revenue from RINs and LCFS Credits in the periods presented:

25


 
Three Months Ended June 30,
 
Six Months Ended June 30,
(In millions)
2016
 
2017
 
2016
 
2017
RIN Credits
$
7.5

 
$
3.7

 
$
13.1

 
$
13.4

LCFS Credits
5.5

 
0.4

 
10.9

 
2.9

Total
$
13.0

 
$
4.1

 
$
24.0

 
$
16.3

Although we will continue to generate revenue relating to the sale of RINs and LCFS Credits from our continued sales of our Redeem™ RNG vehicle fuel, the amount of revenue we will receive from the sale of these credits has decreased as a result of the Asset Sale, which adversely affects our results of operations, in particular our volume -related revenue, and reduces our effective price per gallon. Pursuant to the terms of the APA, $5.1 million of revenue attributable to sales of RINs and LCFS Credits in the first quarter of 2017 was included as a reduction of the gain from the Asset Sale, as an adjustment to the purchase price (See Note 2).

The markets for RINs and LCFS Credits have historically been volatile, and the prices for these credits have been subject to significant fluctuations. Additionally, the value of RINs and LCFS Credits may be adversely affected by any changes to the federal and state programs under which such credits are generated and sold. For example, CARB recently raised the carbon intensity rating of the RNG we sell in California, which will reduce the amount of LCFS Credits we generate.
    
Anticipated Future Trends
Although natural gas continues to be less expensive than gasoline and diesel in most markets, the price of natural gas vehicle fuel has been closer to the prices of gasoline and diesel in recent years as a result of lower oil prices, thereby reducing the price advantage of natural gas as a vehicle fuel. We anticipate that, over the long term, the prices for gasoline and diesel will continue to be higher than the price of natural gas as a vehicle fuel and will increase overall, which would improve the cost savings of natural gas compared to gasoline and diesel. It is uncertain, however, whether and when the prices for gasoline and diesel will increase, and we expect that adoption of natural gas as a vehicle fuel and growth in our customer base and revenue will be negatively affected while oil and diesel prices remain low. Our belief that natural gas will continue, over the long term, to be a cheaper vehicle fuel than gasoline or diesel is based in large part on the growth in recent years of natural gas production in the United States, as well as increasingly stringent environmental regulations affecting vehicle fleets, which we believe drives the market for alternative vehicle fuels generally.

We believe natural gas fuels are well-suited for use by vehicle fleets that consume high volumes of fuel, refuel at centralized locations or along well-defined routes and/or are increasingly required to reduce emissions. As a result, we believe there will be growth in the consumption of natural gas as a vehicle fuel among vehicle fleets, and our goal is to capitalize on this trend if and when it materializes. Our business plan calls for expanding our sales of natural gas vehicle fuel in the markets in which we operate, including heavy-duty trucking, airports, refuse, public transit, government fleets and industrial and institutional energy users, and pursuing additional markets as opportunities arise. Additionally, we expect that the lower greenhouse gas emissions associated with our Redeem™ vehicle fuel will result in increased demand for this fuel, resulting in our delivery of increasing volumes of Redeem™ to our vehicle fleet customers. If these projections materialize and our business grows as we anticipate, then our operating costs and capital expenditures will increase, primarily from the anticipated expansion of our station network, additional investments in ANGH stations to add CNG fueling, purchases of additional CNG trailers by NG Advantage, LNG plant maintenance costs, and increased RNG purchases from third-party producers, as well as the logistics of delivering more natural gas fuel to our customers. We also may seek to acquire assets and/or businesses that are in the natural gas fueling infrastructure, which may require us to spend additional capital.

We expect competition in the market for natural gas vehicle fuel to remain steady in the near-term, but we expect competition in the vehicle fuels market generally to increase. Any such increased competition may reduce our customer base and revenue and may lead to amplified pricing pressure, reduced operating margins and fewer expansion opportunities.

Several factors create potential uncertainties relating to the future market for natural gas as a vehicle fuel. These factors include growing favor by lawmakers, regulators, other policymakers, environmental organizations or other powerful groups for non-natural gas fuels and vehicles, including long-standing support for gasoline and diesel-powered vehicles and growing favor for electric and/or hydrogen-powered vehicles, and the availability and effect on our business of environmental and other regulations, programs or incentives. Subsequent to December 31, 2016, our stock price has declined due to adverse macroeconomic conditions surrounding the energy industry which could also lead to decreased cash flows which may indicate the carrying value of our goodwill or long lived assets is impaired. As a result of the recent volatility of our market capitalization and possible

26


decrease in cash flows, it is possible that our goodwill or long lived assets could become impaired, which could result in a material charge and adversely affect our results of operations. See “Risk Factors” in Part II, Item 1A of this report for additional information.

Debt Compliance
Certain of the agreements governing our outstanding debt, which are discussed in Note 12 to our condensed consolidated financial statements included in this report, have certain non-financial covenants with which we must comply. As of June 30, 2017, we were in compliance with all of these covenants.
Risk Management Activities
Our risk management activities are discussed in the MD&A of our 2016 Form 10-K. In the six months ended June 30, 2017, there were no material changes to our risk management activities.
Critical Accounting Policies
We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements.

Revenue recognition;
Impairment of goodwill and long-lived assets;
Income taxes; and
Fair value estimates

Our critical accounting policies and estimates are discussed in the MD&A of our 2016 Form 10-K. For the six months ended June 30, 2017, there were no material changes to our critical accounting policies.
    
Recently Issued and Adopted Accounting Standards
For a description of recently issued and adopted accounting standards, see Note 18 to the condensed consolidated financial statements included in this report.

27


Results of Operations
Three Months Ended June 30, 2016 Compared to Three Months Ended June 30, 2017     
The table below presents our results of operations as a percentage of total revenue and the narrative that follows provides a detailed discussion of certain line items for the periods presented.
 
Three Months Ended June 30,
 
 
2016
 
2017
 
Statement of Operations Data:
 

 
 

 
Revenue:
 

 
 

 
Product revenue
87.7
 %
 
83.7
 %
 
Service revenue
12.3

 
16.3

 
Total revenue
100.0


100.0

 
Operating expenses:
 

 
 

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

 
 

 
Product cost of sales
57.3

 
62.7

 
Service cost of sales
6.3

 
8.0

 
Selling, general and administrative
23.4

 
28.8

 
Depreciation and amortization
13.8

 
17.7

 
Total operating expenses
100.8


117.2


Operating loss
(0.8
)
 
(17.2
)
 
Interest expense
(7.5
)
 
(5.3
)
 
Interest income
0.3

 
0.6

 
Other income (expense), net
(0.1
)
 
0.2

 
Income (loss) from equity method investments
0.1

 
0.0

 
Gain from extinguishment of debt
9.4

 

 
Gain (loss) from sale of certain assets of subsidiary

 
(0.9
)
 
Income (loss) before income taxes
1.4


(22.6
)

Income tax benefit (expense)
(0.4
)
 
(0.2
)
 
Net income (loss)
1.0


(22.8
)

Loss attributable to noncontrolling interest
0.6

 
0.9

 
Net income (loss) attributable to Clean Energy Fuels Corp.
1.6
 %

(21.9
)%

Revenue.    Revenue decreased by $27.0 million to $81.0 million in the three months ended June 30, 2017, from $108.0 million in the three months ended June 30, 2016. This decrease was primarily due to the expiration of VETC in addition to lower volume -related revenue, compressor revenue and station construction sales.
Volume -related revenue decreased by $8.3 million between periods primarily due to reduced revenue received from sales of RINs and LCFS Credits. Although we continue to generate revenue from the sale of RINs and LCFS Credits in connection with sales of our Redeem™ RNG vehicle fuel, the amount of revenue we receive from the sale of these credits has decreased as a result of the Asset Sale. See "Recent Developments" and Note 2 to the condensed consolidated financial statements included in this report for additional information about the Asset Sale. The decrease in volume -related revenue was partially offset by an increase of 5.5 million gallons delivered.

This increase in gallons delivered was due to a 7.2 million gallon increase in CNG gallons delivered, which was primarily attributable to 23 new refuse customers, five new transit customers, and two new trucking customers. This increase was partially offset by a 1.7 million decrease in LNG gallons delivered as non-vehicle fuel. Our effective price per gallon charged was $0.72 for the three months ended June 30, 2017, a $0.14 per gallon decrease from $0.86 per gallon for the three months ended June 30, 2016. Our effective price per gallon is defined as revenue generated from selling CNG, LNG, RNG, and any related RINs and LCFS Credits and providing O&M services to our vehicle fleet customers at stations we do not own and for which we receive a per-gallon or fixed fee, all divided by the total GGEs delivered less GGEs delivered by non-consolidated entities, such as entities

28


that are accounted for under the equity method. The decrease in our effective price per gallon between periods was primarily due to lower revenue from sales of RINs and LCFS Credits.
    
Compressor revenue from our subsidiary, Clean Energy Compression, decreased by $3.6 million between periods due to lower compressor sales, which was due to continued low global demand.
    
Station construction sales decreased by $8.8 million between periods, principally due to a decrease in large, full -station projects.

VETC revenue decreased by $6.5 million between periods due to the expiration of VETC on December 31, 2016.

Cost of sales. Cost of sales decreased by $11.4 million to $57.3 million in the three months ended June 30, 2017, from $68.7 million in the three months ended June 30, 2016. This decrease was primarily due to a $6.4 million decrease between periods in station construction costs due to lower station construction sales, a $4.0 million decrease between periods in compressor costs due to lower compressor sales.

Our effective cost per gallon decreased by $0.04 per gallon between periods, to $0.47 per gallon in the three months ended June 30, 2017 from $0.51 per gallon in the three months ended June 30, 2016. Our effective cost per gallon is defined as the total costs associated with delivering natural gas, including gas commodity costs, transportation fees, liquefaction charges, and other site operating costs, plus the total cost of providing O&M services at stations that we do not own and for which we receive a per-gallon or fixed fee, including direct technician labor, indirect supervisor and management labor, repair parts and other direct maintenance costs, all divided by the total GGEs delivered less GGEs delivered by non-consolidated entities, such as entities that are accounted for under the equity method. The decrease in our effective cost per gallon was primarily due to the sale of Renewables’ two RNG production facilities in the Asset Sale and therefore, the costs to operate those facilities were not incurred in the three months ended June 30, 2017.
  
Selling, general and administrative. Selling, general and administrative expenses decreased by $2.0 million to $23.3 million in the three months ended June 30, 2017, from $25.3 million in the three months ended June 30, 2016. This decrease was primarily driven by continued cost reduction efforts and reduced administrative costs due to the Asset Sale in 2017.
Depreciation and amortization. Depreciation and amortization decreased by $0.6 million to $14.3 million in the three months ended June 30, 2017, from $14.9 million in the three months ended June 30, 2016, primarily due to the sale of Renewables’ two RNG production facilities in the Asset Sale.
Interest expense.  Interest expense decreased by $3.8 million to $4.3 million in the three months ended June 30, 2017, from $8.1 million in the three months ended June 30, 2016. This decrease was primarily due to a reduction of outstanding indebtedness between periods.
Other income (expense), net.  Other income (expense), net, increased by $0.2 million to $0.1 million of income in the three months ended June 30, 2017, compared to $(0.1) million of expense in the three months ended June 30, 2016. This increase in other income was primarily due to our incurrence of fewer losses in the three months ended June 30, 2017 than the comparable 2016 period from sales denominated in foreign currencies.
Income tax benefit (expense).  Income tax benefit (expense) decreased by $0.3 million to $(0.1) million of tax expense in the three months ended June 30, 2017, compared to $(0.4) million of tax expense in the three months ended June 30, 2016. The decrease in income tax expense was primarily attributable to the reduction of goodwill amortization following the Asset Sale.
Loss from noncontrolling interest.  During the three months ended June 30, 2016 and 2017, we recorded a $0.6 million and $0.7 million loss, respectively, for the noncontrolling interest in the net loss of NG Advantage. The noncontrolling interest in NG Advantage represents a 46.7% minority interest that was held by third parties during the applicable periods.
Gain from extinguishment of debt. Gain from extinguishment of debt decreased by $10.1 million in the three months ended June 30, 2017 compared to the three months ended June 30, 2016. This decrease was primarily due to our repurchase of a lower principal amount of debt at higher prices in the three months ended June 30, 2017 compared to the comparable 2016 period.




29


Six Months Ended June 30, 2016 Compared to Six Months Ended June 30, 2017     
The table below presents our results of operations as a percentage of total revenue and the narrative that follows provides a detailed discussion of certain line items for the periods presented.
 
Six Months Ended June 30,
 
2016
 
2017
 
Statement of Operations Data:
 

 
 

 
Revenue:
 

 
 

 
Product revenue
87.7
 %
 
84.5
 %
 
Service revenue
12.3

 
15.5

 
Total revenue
100.0


100.0

 
Operating expenses:
 

 
 

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

 
 

 
Product cost of sales
56.5

 
61.8

 
Service cost of sales
6.2

 
7.5

 
Selling, general and administrative
25.0

 
27.6

 
Depreciation and amortization
14.7

 
17.4

 
Total operating expenses
102.4


114.3


Operating loss
(2.4
)
 
(14.3
)
 
Interest expense
(8.6
)
 
(5.4
)
 
Interest income
0.3

 
0.4

 
Other income (expense), net
0.1

 
0.0

 
Income (loss) from equity method investments
0.0

 
0.0

 
Gain from extinguishment of debt
12.8

 
1.9

 
Gain (loss) from sale of certain assets of subsidiary

 
41.0

 
Income (loss) before income taxes
2.2


23.6


Income tax benefit (expense)
(0.4
)
 
1.3

 
Net income (loss)
1.8


24.9


Loss attributable to noncontrolling interest
0.5

 
0.6

 
Net income (loss) attributable to Clean Energy Fuels Corp.
2.3
 %

25.5
 %

Revenue.    Revenue decreased by $33.3 million to $170.5 million in the six months ended June 30, 2017, from $203.8 million in the six months ended June 30, 2016. This decrease was primarily due to the expiration of VETC in addition to lower volume -related revenue, compressor revenue and station construction sales.
Volume -related revenue decreased by $2.6 million between periods, primarily due to reduced revenue received from sales of RINs and LCFS Credits. Although we continue to generate revenue from the sale of RINs and LCFS Credits in connection with sales of our Redeem™ RNG vehicle fuel, the amount of revenue we receive from the sale of these credits has decreased as a result of the Asset Sale. See "Recent Developments" and Note 2 to the condensed consolidated financial statements included in this report for additional information about the Asset Sale. The decrease in volume -related revenue was partially offset by an increase of 13.1 million gallons delivered.

This increase in gallons delivered was due to a 14.6 million gallon increase in CNG gallons delivered, which was primarily attributable to 22 new refuse customers, nine new transit customers, and three new trucking customers. This increase was partially offset by a 1.1 million decrease in LNG gallons delivered in a non-vehicle fuel and a 0.4 million decrease in RNG gallons delivered as non-vehicle fuel. Our effective price per gallon charged was $0.79 for the six months ended June 30, 2017, a $0.08 per gallon decrease from $0.87 per gallon for the six months ended June 30, 2016. The decrease in our effective price per gallon between periods was primarily due to lower revenue from sales of RINs and LCFS Credits
    
Compressor revenue from our subsidiary, Clean Energy Compression, decreased by $5.4 million between periods due to lower compressor sales, which was due to continued low global demand.

30


    
Station construction sales decreased by $12.7 million between periods, principally due to a decrease in large, full -station projects.

VETC revenue decreased by $12.9 million between periods due to the expiration of VETC on December 31, 2016.

Cost of sales. Cost of sales decreased by $9.8 million to $118.2 million in the six months ended June 30, 2017, from $128.0 million in the six months ended June 30, 2016. This decrease was primarily due to a $9.4 million decrease between periods in station construction costs related to lower station construction sales and a $6.1 million decrease between periods in compressor costs due to lower compressor sales. This decrease was offset by a $5.7 million increase in cost of sales due to the increased natural gas volumes delivered.

Our effective cost per gallon was $0.51 per gallon in each of the six months ended June 30, 2016 and 2017.

Selling, general and administrative. Selling, general and administrative expenses decreased by $3.8 million to $47.1 million in the six months ended June 30, 2017, from $50.9 million in the six months ended June 30, 2016. This decrease was primarily driven by continued cost reduction efforts and reduced administrative costs due to the Asset Sale in 2017.
Depreciation and amortization. Depreciation and amortization decreased by $0.2 million to $29.7 million in the six months ended June 30, 2017, from $29.9 million in the six months ended June 30, 2016, primarily due to the sale of Renewables’ two RNG production facilities in the Asset Sale.
Interest expense.  Interest expense decreased by $8.2 million to $9.2 million in the six months ended June 30, 2017, from $17.4 million in the six months ended June 30, 2016. This decrease was primarily due to a reduction of outstanding indebtedness between periods.
Other income (expense), net.  Other income (expense), net, decreased by $0.1 million in the six months ended June 30, 2017. This decrease was primarily due to a $0.4 million loss from sales denominated in foreign currencies, partially offset by a $0.2 million decrease in losses recorded from the disposal of assets between periods.
Income tax benefit (expense).  Income tax benefit (expense) increased by $2.9 million to $2.1 million of tax benefit in the six months ended June 30, 2017, compared to $(0.8) million of tax expense in the six months ended June 30, 2016. The increase in income tax benefit was primarily due to the deferred tax benefit attributable to the reduction of goodwill amortization following the Asset Sale.
Loss from noncontrolling interest.  During the six months ended June 30, 2016 and 2017, we recorded a $0.9 million and $1.1 million loss, respectively, for the noncontrolling interest in the net loss of NG Advantage. The noncontrolling interest in NG Advantage represents a 46.7% minority interest that was held by third parties during the applicable periods.
Gain from extinguishment of debt. Gain from extinguishment of debt decreased by $22.8 million to $3.2 million in the six months ended June 30, 2017, from $26.0 million in the six months ended June 30, 2016. This decrease was primarily due to our repurchase of a lower principal amount of debt at higher prices in the six months ended June 30, 2017 compared to the comparable 2016 period.
Gain from sale of certain assets of subsidiary. In the six months ended June 30, 2017, we recorded a gain of $69.9 million related to the Asset Sale. We recorded no comparable gain in the six months ended June 30, 2016.


31


Seasonality and Inflation
To some extent, we experience seasonality in our results of operations. Natural gas vehicle fuel amounts consumed by some of our customers tend to be higher in summer months when buses and other fleet vehicles use more fuel to power their air conditioning systems. Natural gas commodity prices tend to be higher in the fall and winter months due to increased overall demand for natural gas for heating during these periods.
Historically, inflation has not significantly affected our operating results; however, costs for construction, repairs, maintenance, electricity and insurance are all subject to inflationary pressures, which could affect our ability to maintain our stations adequately, build new stations, expand our existing facilities or pursue additional facilities, and could materially increase our operating costs.
Liquidity and Capital Resources
Liquidity
Liquidity is the ability to meet present and future financial obligations through operating cash flows, the sale or maturity of investments or the acquisition of additional funds through capital management. Our financial position and liquidity are, and will continue to be, influenced by a variety of factors, including the level of our outstanding indebtedness and the principal and interest we are obligated to pay on our indebtedness, our capital expenditure requirements and any merger, divestiture or acquisition activity, as well as our ability to generate cash flows from our operations. We expect cash provided by our operating activities to fluctuate as a result of a number of factors, including our operating results, and the timing and amount of our billing, collections and liability payments, completion of our station construction projects and receipt of government grants and tax and other fuel credits.

Cash Flows

Cash used by operating activities was $5.3 million in the six months ended June 30, 2017, compared to $27.6 million provided by operating activities in the comparable 2016 period. The $32.9 million decrease in cash provided by operating activities was primarily due to payment of transaction fees related to the Asset Sale and a reduction in operating results due to the decreased revenue from RIN and LCFS Credits as a result of the Asset Sale and the expiration of VETC.

Cash provided by investing activities was $62.5 million in the six months ended June 30, 2017, compared to $13.4 million provided by investing activities in the comparable 2016 period. The $49.1 million increase in cash provided by investing activities was primarily attributable to $154.5 million in cash received, net of cash transferred, in connection with the Asset Sale (see "Recent Developments" and Note 2 to the condensed consolidated financial statements included in this report for additional information). The increase was partially offset by incremental purchases of short-term investments, net of maturities, of $101.1 million in the six months ended June 30, 2017, compared to the comparable 2016 period.
    
Cash used in financing activities in the six months ended June 30, 2017 was $43.8 million, compared to $16.2 million provided by financing activities in the comparable 2016 period. The $60.0 million increase in cash used in financing activities was primarily due to a $41.7 million decrease in gross proceeds from the ATM Program, which was terminated on May 31, 2017, a $9.8 million increase in debt repurchases, net of borrowings, and a $8.6 million payment to holders of Renewables Option Awards associated with the Asset Sale in the six months ended June 30, 2017, compared to the comparable 2016 period.

Capital Expenditures and Other Uses of Cash

We require cash to fund our capital expenditures, operating expenses and working capital requirements, including costs associated with fuel sales, outlays for the design and construction of new fueling stations, additions or other modifications to existing fuel stations, debt repayments and repurchases, purchases of CNG tanker trailers and natural gas heavy-duty trucks, maintenance of LNG production facilities, manufacturing natural gas fueling compressors and other equipment, mergers and acquisitions (if any), financing natural gas vehicles for our customers and general corporate purposes, including geographic expansion (domestically and internationally), pursuing new customer markets and supporting our sales and marketing activities, including supporting legislative and regulatory initiatives.
Our business plan calls for approximately $29.0 million in capital expenditures for all of 2017, primarily related to the construction of CNG and LNG fueling stations, additional investments in ANGH stations to add CNG fueling, the purchase of natural gas heavy-duty trucks, the purchase of additional CNG trailers and equipment by NG Advantage to support its transport and sale of CNG to industrial and institutional energy users, and LNG plant maintenance costs. In addition, NG Advantage

32


anticipates spending an additional $24.0 million in the last six months of 2017 to purchase other equipment to support its arrangement with BP Energy established in June 2017. See “Recent Developments” for additional information.

We had total indebtedness of approximately $256.0 million in principal amount as of June 30, 2017, of which approximately $2.4 million, $139.4 million, $53.5 million, $53.5 million, $2.9 million and $4.3 million is expected to become due in 2017, 2018, 2019, 2020, 2021 and thereafter, respectively. Additionally, we expect our total interest payment obligations relating to our indebtedness to be approximately $17.1 million in 2017, $8.9 million of which had been paid when due as of June 30, 2017. We generally intend to make payments under our various debt instruments when due and pursue opportunities for earlier repayment and/or refinancing if and when these opportunities arise.

We may also elect to invest additional amounts in companies, assets or joint ventures in the natural gas fueling infrastructure, vehicle or services industries or use capital for other activities or pursuits, including those described above.

Sources of Cash
Historically, our principal sources of liquidity have consisted of cash on hand, cash provided by our operations, including, if available, grants, VETC and other credits, cash provided by financing activities and sales of assets. As of June 30, 2017, we had total cash and cash equivalents and short-term investments of $201.2 million, compared to $109.8 million at December 31, 2016.     
We expect cash provided by our operating activities to fluctuate depending on our operating results, which can be affected by the amount and timing of compressor and other equipment sales, station construction sales, sales of RINs and LCFS Credits and recognition of any other government credits, fluctuations in commodity costs and natural gas prices and sale activity, and the amount and timing of our billing, collections and liability payments, among other factors. See "Risk Factors" in Part II, Item 1A of this report for further information.

From the commencement of the ATM Program in November 2015 until our termination of the Sales Agreement on May 31, 2017, we received aggregate net proceeds of $117.9 million from sales of our common stock under the Sales Agreement.

The following table summarizes the activity under the ATM Program for periods presented:

 
 
Six Months Ended June 30,
 
Six Months Ended June 30,
 
Inception through May 31,
 
(in millions)
 
2016
 
2017
 
2017
 
Gross proceeds
 
$
54.3

 
$
10.8

 
$
121.3

 
Fees and issuance costs
 
1.3

 
0.3

 
3.4

 
Net proceeds
 
$
53.0

 
10.5

 
$
117.9

 
Shares issued
 
17.5

 
3.8

 
36.4

 
    
On February 29, 2016, we entered into a loan and security agreement with, and issued a related promissory note to PlainsCapital Bank ("Plains"), pursuant to which Plains agreed to lend us up to $50.0 million on a revolving basis for a term of one year (the "Credit Facility"). Simultaneously, we drew $50.0 million under the Credit Facility, which we repaid in full on August 31, 2016. On October 31, 2016, the Credit Facility's maturity date was extended from February 28, 2017 to September 30, 2018. On December 22, 2016, we drew $23.5 million under the Credit Facility, which we repaid in full on March 31, 2017.

See Note 12 to the condensed consolidated financial statements included in this report for additional information about our outstanding debt.

On March 31, 2017, Renewables completed the Asset Sale. The net proceeds to us from the Asset Sale were approximately $142.2 million. See “Recent Developments” and Note 2 to the condensed consolidated financial statements included in this report for additional information.

We believe our current cash and cash equivalents and short-term investments and cash provided by our operating and financing activities will satisfy our routine business requirements for at least the next 12 months from the date of this report; however, we would need to raise additional capital to fund any capital expenditures, investments or debt repayments that we cannot fund through available cash, cash provided by our operations or other sources, such as with our common stock.

33


The timing and necessity of any future capital raise would depend on various factors, including our rate of new station construction, debt repayments (either prior to or at maturity), any potential merger or acquisition activity and the other factors that influence our liquidity, as described under “Performance Overview” above.
We may seek to raise additional capital through one or more sources, including, among others, selling assets, obtaining new or restructuring existing debt, obtaining equity capital, or any combination of these or other potential sources of capital. We may not be able to raise capital when needed, on terms that are favorable to us or our stockholders or at all. Any inability to raise necessary capital may impair our ability to build new stations, develop natural gas fueling infrastructure, invest in strategic transactions or acquisitions or repay our outstanding indebtedness and may reduce our ability to build our business and generate sustained or increased revenue.

34


Off-Balance Sheet Arrangements
As of June 30, 2017, we had the following off-balance sheet arrangements that had, or are reasonably likely to have, a material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources:
Outstanding surety bonds for construction contracts and general corporate purposes totaling $24.7 million;
Two long-term take-or-pay contracts for the purchase of natural gas; and
Operating leases where we are the lessee.
We provide surety bonds primarily for construction contracts in the ordinary course of our business, as a form of guarantee. No liability has been recorded in connection with our surety bonds as we do not believe, based on historical experience and information currently available, that it is probable that any amounts will be required to be paid under these arrangements for which we will not be reimbursed.
We have two long-term take-or-pay contracts that require us to purchase minimum volumes of natural gas at index based prices which expire in March 2020 and December 2020, respectively.
We have entered into operating lease arrangements for certain equipment and for our office and field operating locations in the ordinary course of our business. The terms of our leases expire at various dates through 2038. Additionally, in November 2006, we entered into a ground lease for 36 acres in California on which we built our California LNG liquefaction plant. The lease is for an initial term of 30 years and requires payments of $0.2 million per year, plus up to $0.1 million per year for each 30 million gallons of production capacity utilized, subject to adjustment based on consumer price index changes. We must also pay a royalty to the landlord for each gallon of LNG produced at the facility, as well as a fee for certain other services that the landlord provides.
Item 3.—Quantitative and Qualitative Disclosures about Market Risk
In the ordinary course of our business, we are exposed to various market risks, including commodity price risks and risks related to foreign currency exchange rates.
Commodity Price Risk
We are subject to market risk with respect to our sales of natural gas, which have historically been subject to volatile market conditions. Our exposure to market risk is heightened when we have a fixed-price sales contract with a customer that is not covered by a futures contract, or when we are otherwise unable to pass through natural gas price increases to customers. Natural gas prices and availability are affected by many factors, including, among others, drilling activity, supply, weather conditions, overall economic conditions and foreign and domestic government regulations.
Natural gas costs represented $72.8 million of our cost of sales in 2016 and $43.4 million of our cost of sales for the six months ended June 30, 2017.
To reduce price risk caused by market fluctuations in natural gas, we may enter into exchange traded natural gas futures contracts. These arrangements expose us to the risk of financial loss in situations where the other party to the contract defaults on the contract or there is a change in the expected differential between the underlying price in the contract and the actual price of natural gas we pay at the delivery point. We did not have any natural gas futures contracts outstanding at June 30, 2017.