Clean Energy Fuels Corp 2025年季度报告

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION13 OR 15(d)OF THESECURITIESEXCHANGE ACT OF1934 For the quarterly period endedMarch 31,2025OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For the transition period fromtoCommission File Number:001-33480 CLEAN ENERGY FUELS CORP. (Exact name of registrant as specified in its charter) Delaware33-0968580(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 4675 MacArthur Court,Suite 800,Newport Beach,CA92660 (Address of principal executive offices, including zip code) (949)437-1000 (Registrant’s telephone number, including area code) Securities registered pursuant to Section12(b)of the Act: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of theSecurities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required tofile such reports), and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for suchshorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, asmaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,”“smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of theExchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒ As of May 1, 2025, there were220,981,915shares of the registrant’s common stock, par value $0.0001 per share, issuedand outstanding. CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES INDEX Table of Contents PARTI.—FINANCIALINFORMATION3Item1.—Financial Statements (Unaudited)3Item2.—Management’s Discussion and Analysis of Financial Condition and Results ofOperations32Item3.—Quantitative and Qualitative Disclosures about Market Risk43Item4.—Controls and Procedures44 Item1.—Legal Proceedings46Item1A.—Risk Factors46Item2.—Unregistered Sales of Equity Securities and Use of Proceeds61Item3.—Defaults Upon Senior Securities61Item4.—Mine Safety Disclosures61Item5.—Other Information61Item6.—Exhibits62 Unless the context indicates otherwise, all references to “Clean Energy,” the “Company,”“we,” “us,” or “our” in this report refer to Clean Energy Fuels Corp. together with its consolidatedsubsidiaries. This report contains forward-looking statements. See the cautionary note regarding thesestatements in PartI, Item2.-Management’s Discussion and Analysis of Financial Condition andResults of Operations of this report. We own registered or unregistered trademark rights to Clean Energy™. Although we do notuse the “®” or “™” symbol in each instance in which one of our trademarks appears in this report,this should not be construed as any indication that we will not assert our rights thereto to the fullestextent under applicable law. Any other service marks, trademarks and trade names appearing in thisreport are the property of their respective owners. PARTI.—FINANCIAL INFORMATION Clean Energy Fuels Corp. and Subsidiaries Condensed Consolidated Balance Sheets (In thousands, except share and per share data; Unaudited) Clean Energy Fuels Corp. and Subsidiaries Condensed Consolidated Statements of Operations (In thousands, except share and per share data; Unaudited) Clean Energy Fuels Corp. and Subsidiaries Condensed Consolidated Statements of Comprehensive Loss (In thousands; Unaudited) Clean Energy Fuels Corp. and Subsidiaries Condensed Consolidated Statements of Stockholders’ Equity (In thousands, except share data; Unaudited) Clean Energy Fuels Corp. and Subsidiaries (In thousands; Unaudited) See accompanying notes to condensed consolidated financial statements. Clean Energy Fuels Corp. and Subsidiaries Notesto Condensed Consolidated Financial Statements (Unaudited) Note1—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 termindicates or requires otherwise) is engaged in the business of selling renewable and conventionalnatural gas as alternative fuels for vehicle fleets and related fueling solutions to its customers,