Clean Energy Fuels Corp.
For the period ended Sep 30, 2025. Filed Nov 4, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 4, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-07.
0001558370-25-010791
Item 2. —Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-04.
0001104659-25-106319
Item 2. —Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 112 previous paragraphs and 114 current paragraphs.
61 unchanged; 46 reworded; 6 added; 3 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 22 previous and 22 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
The following table summarizes the production volumes from our RNG project portfolio for the years ended December 31 2022, 2023 and 2024 and for the three and nine months ended September 30, 2024, and 2025:
Current report
The TotalEnergies JV project was placed into operation during 2023, and is expected to produce up to 0.8 million GGEs of RNG annually.
Current report
Five of six projects under the bpJV were in operation during 2024, with four of the projects being placed in operation during the summer of 2024. The six projects under the bp JV Agreement are estimated to produce up to 8.2 million GGEs of RNG annually. Our estimated production may not reflect actual production from the projects, which depends on many variables including, but not limited to: (i) quantity and quality of the manure; (ii) operational up-time of the facility; and (iii) actual productivity of the facility.
Current report
The Maas JDA and Company RNG Projects are currently under construction.
Current report
Depreciation and amortization. Depreciation and amortization increased by $3.3 million to $14.7 million in the three months ended September 30, 2025, from $11.4 million in the three months ended September 30, 2024. The increase was primarily due to additional depreciation related to the Pilot fueling station equipment removal.
Current report
Nine months ended September 30, 2025 Compared to Nine months ended September 30, 2024
Removed paragraphs (3)
Previous report
Product revenue. Product revenue for the three months ended June 30, 2025 increased by $4.1 million to $87.1 million, representing 84.9% of total revenue, compared to $83.0 million, representing 84.7% of total revenue, for the three months ended June 30, 2024. The increase was primarily due to (1) higher pricing partially due to higher underlying natural gas commodity costs in the second quarter of 2025 as compared to the second quarter of 2024 and increased volumes of
Previous report
Depreciation and amortization. Depreciation and amortization decreased by $1.3 million to $10.0 million in the three months ended June 30, 2025, from $11.3 million in the three months ended June 30, 2024. The decrease was primarily due to the lower amount of depreciable assets after accelerated depreciation relating to the change in depreciable life of the Pilot station assets.
Previous report
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Reworded paragraphs (46)
Previous wording
At present, we see the best use of RNG as a replacement for fossil-based fuel in the transportation sector. We believe the most attractive market for RNG is U.S. heavy-duty Class 8 trucking and, based on information from the American Trucking Association and our own internal estimates, we believe there are approximately 4.1 million Class 8 heavy-duty trucks operating in the U.S. that use over 40 billion gallons of fuel per year. As of June 30, 2025, we deliver RNG to the transportation market through 580 fueling stations we own, operate or supply in 43 states and the District of Columbia in the U.S., including over 200 stations in California. We also own, operate, or supply 26 fueling stations in Canada as of June 30, 2025.
Current wording
At present, we see the best use of RNG as a replacement for fossil-based fuel in the transportation sector. We believe the most attractive market for RNG is U.S. heavy-duty Class 8 trucking and, based on information from the American Trucking Association and our own internal estimates, we believe there are approximately 4.1 million Class 8 heavy-duty trucks operating in the U.S. that use over 40 billion gallons of fuel per year. As of September 30, 2025, we deliver RNG to the transportation market through over 580 fueling stations we own, operate or supply in 43 states and the District of Columbia in the U.S., including over 200 stations in California. We also own, operate, or supply 27 fueling stations in Canada as of September 30, 2025.
Previous wording
We continue to monitor changes in the U.S. Government’s trade policy, including the recently announced tariffs. Trade restrictions and increases in tariffs did not have a significant effect on our business, financial condition, and results of operations during the second quarter of 2025. The Company does not directly import products from regions subject to significant tariff increases, however we do not know whether, or the extent to which tariffs may impact our customers, which include fleet owners and operators across all heavy-duty trucking sectors. In addition, tariffs may increase the risk of elevated inflation, which may increase our input costs. The nature of such trade restrictions and tariffs remains unclear.
Current wording
We continue to monitor changes in the U.S. Government’s trade policy, including the tariffs announced by the U.S. Government in the current year. Trade restrictions and increases in tariffs did not have a significant effect on our business, financial condition, and results of operations during the third quarter of 2025. The Company does not directly import products from regions subject to significant tariff increases, however we do not know whether, or the extent to which tariffs may impact our customers, which include fleet owners and operators across all heavy-duty trucking sectors. In addition, tariffs may increase the risk of elevated inflation, which may increase our input costs. The nature of such trade restrictions and tariffs remains unclear.
Previous wording
In evaluating our operating performance, we focus primarily on: (1) the amount of total fuel volume we sell to our customers with particular focus on RNG volume as a subset of total fuel volume, (2) O&M services volume dispensed at facilities we do not own but where we provide O&M services on a per-gallon or fixed fee basis, (3) our station construction cost of sales, and (4) net income (loss) attributable to us. The following tables present our key operating data for the years ended December 31, 2022, 2023 and 2024 and for the three and six months ended June 30, 2024, and 2025. Certain gallons are included in both fuel and service volumes when the Company sells fuel (product revenue) to a customer and provides maintenance services (service revenue) to the same customer.
Current wording
In evaluating our operating performance, we focus primarily on: (1) the amount of total fuel volume we sell to our customers with particular focus on RNG volume as a subset of total fuel volume, (2) our station construction cost of sales, and (3) net income (loss) attributable to us. The following tables present our key operating data for the years ended December 31, 2022, 2023 and 2024 and for the three and nine months ended September 30, 2024, and 2025.
Previous wording
OBBBA Tax Law Changes. On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law. The OBBBA includes substantial changes to the Internal Revenue Code, including making permanent many of the tax provisions enacted as part of the 2017 Tax Cuts and Jobs Act that were set to expire at the end of 2025 and also affects a number of the tax incentives targeting energy transactions and renewables, including a number of tax incentives applicable to the Company’s operations The Company is continuing to evaluate the financial impact of the OBBBA as additional information becomes available.
Current wording
OBBBA Tax Law Changes. On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was signed into law. The OBBBA includes substantial changes to the Internal Revenue Code, including making permanent many of the tax provisions enacted as part of the 2017 Tax Cuts and Jobs Act that were set to expire at the end of 2025 and also affects a number of the tax incentives targeting energy transactions and renewables, including a number of tax incentives applicable to the Company’s operations. The Company is currently evaluating the potential financial statement impact of the OBBBA. Based on its preliminary assessment, the Company did not identify any material impacts to its provision for income taxes in the period of enactment.
Previous wording
Share Repurchase Activity. During the six month period ended June 30, 2025, the Company repurchased 4,913,818 shares of common stock under its Repurchase Program (as defined in Note 15 – Stockholders’ Equity in Part I, Item 1 of this report). From the Repurchase Program’s inception, the Company has utilized a total of $31.3 million to repurchase a total of 14,301,158 shares of common stock. A total of $18.7 million of authorized funds remain available for common stock repurchases.
Current wording
Share Repurchase Activity. During the nine month period ended September 30, 2025, the Company repurchased 4,913,818 shares of common stock under its Repurchase Program (as defined in Note 15 – Stockholders’ Equity in Part I, Item 1 of this report). From the Repurchase Program’s inception, the Company has utilized a total of $31.3 million to repurchase a total of 14,301,158 shares of common stock. A total of $18.7 million of authorized funds remain available for common stock repurchases.
Previous wording
Pickens Plant Repairs Completed. We own and operate the Pickens Plant, located in Willis, Texas. During the years ended December 31, 2023 and December 31, 2024, the Pickens Plant was offline in order to make major repairs and replace certain specialized equipment not readily available in the marketplace. In January, 2025, the Pickens Plant recommenced production of LNG. The Company capitalized costs of $2.2 million, through June 30, 2025, to complete the major repairs and replace the specialized equipment. The Company recognized revenue of $1.6 million and $2.0 million for the three and six months ended June 30, 2025, from the sale of LNG fuel volumes produced at the Pickens Plant.
Current wording
Pickens Plant Repairs Completed. We own and operate the Pickens Plant, located in Willis, Texas. During the years ended December 31, 2023 and December 31, 2024, the Pickens Plant was offline in order to make major repairs and replace certain specialized equipment not readily available in the marketplace. In January, 2025, the Pickens Plant recommenced production of LNG. The Company capitalized costs of $2.2 million, through September 30, 2025, to complete the major repairs and replace the specialized equipment. The Company recognized revenue of $2.9 million and $4.9 million for the three and nine months ended September 30, 2025, from the sale of LNG fuel volumes produced at the Pickens Plant.
Previous wording
*Fueling Station Equipment Removal.*In January 2025, we received notice from Pilot Travel Centers, LLC (“Pilot”) of non-renewal of the Liquified Natural Gas Fueling Station and LNG Master Sales Agreement, dated August 2, 2010 (“the Pilot Agreement”), which expired August 1, 2025 in accordance with the agreement. In March 2025, we made the decision to allow the Pilot Agreement to expire, and to remove the station equipment and site improvements from each of the sites. In connection with the removal of station equipment and site improvements, the Company recognized $50.7 million, in the first quarter of 2025, associated with the accelerated depreciation expense.
Current wording
*Fueling Station Equipment Removal.*In January 2025, we received notice from Pilot Travel Centers, LLC (“Pilot”) of non-renewal of the Liquified Natural Gas Fueling Station and LNG Master Sales Agreement, dated August 2, 2010 (“the Pilot Agreement”), which expired August 1, 2025 in accordance with the agreement. In March 2025, we made the decision to allow the Pilot Agreement to expire, and to remove the station equipment and site improvements from each of the sites. In connection with the removal of station equipment and site improvements, the Company recognized $55.7 million, as of September 30, 2025, associated with the accelerated depreciation expenseand incremental asset retirement obligation charges, of which$5.0 million was recognized in the three-month period ended September 30, 2025.
Previous wording
The Debtors subsequently filed multiple amended plans of reorganization, the most recent of which was filed on June 4, 2025 (the “Debtor Plan”) that, among other things, contemplates providing the Debtors until November 2027 to close on additional financing. The Debtor Plan includes a determination by the Debtors to “assume” (accept) the agreements between Debtor entities and bpJV entities. In June 2025, the final Debtor Plan was confirmed by the bankruptcy court and the Debtors are expected to emerge from bankruptcy by August 2025.
Current wording
The Debtors subsequently filed multiple amended plans of reorganization, the most recent of which was filed on June 4, 2025 (the “Debtor Plan”) that, among other things, contemplates providing the Debtors until November 2027 to close on additional financing. The Debtor Plan includes a determination by the Debtors to “assume” (accept) the agreements between Debtor entities and bpJV entities. In June 2025, the final Debtor Plan was confirmed by the bankruptcy court and the Debtors emerged from bankruptcy on September 1, 2025 (i.e. the Debtor Plan went “effective”).
Previous wording
As of June 30, 2025, the bpJV has invested approximately $240 million to fund construction of the ADG RNG production project and other project-related costs. Remaining costs to complete the project are estimated to be approximately $33 million. Upon completion, the project is expected to produce approximately 3.5 million gallons of RNG annually.
Current wording
As of September 30, 2025, the bpJV has invested approximately $258 million to fund construction of the ADG RNG production project and other project-related costs. Remaining costs to complete the project are estimated to be approximately $16 million. Upon completion, the project is expected to produce approximately 3.5 million gallons of RNG annually.
Previous wording
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. In addition, our performance in any period may be affected by various trends in our business and our industry, including certain seasonality trends. See the description of the key trends in our past performance and anticipated future trends included in the MD&A, contained in this report and our 2024 Form 10-K. Except as set forth below, and in “Impact of Tariffs, Inflation, Labor Shortage, Material Availability and Interest Rate” and “2025 Key Development – OBBBA Tax Law Changes above, there have been no material changes to such trends as described in the MD&A contained in our 2024 Form 10-K.
Current wording
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. In addition, our performance in any period may be affected by various trends in our business and our industry, including certain seasonality trends. See the description of the key trends in our past performance and anticipated future trends included in the MD&A, contained in this report and our 2024 Form 10-K. Except as set forth below, and in “Impact of Tariffs, Inflation, and Interest Rate” and “2025 Key Development – OBBBA Tax Law Changes above, there have been no material changes to such trends as described in the MD&A contained in our 2024 Form 10-K.
Previous wording
general and in certain of our key customer markets, including heavy-duty trucking, have been slower than we anticipated. Slower growth may occur due to unfavorable macroeconomic events such as inflationary pressures, increased tariffs, lingering or reoccurring pandemic effects, supply chain challenges, government regulations related to other alternative fuels or products, regulatory uncertainty or other events.
Current wording
The market for our vehicle fuels is a relatively new and developing market, and has experienced slow, volatile or unpredictable growth in many sectors. For example, to date, adoption and deployment of natural gas vehicles, both in general and in certain of our key customer markets, including heavy-duty trucking, have been slower than we anticipated. Slower growth may occur due to unfavorable macroeconomic events such as inflationary pressures, increased tariffs, lingering or reoccurring pandemic effects, supply chain challenges, government regulations related to other alternative fuels or products, regulatory uncertainty or other events.
Previous wording
Market prices for RINs and LCFS Credits can be volatile and unpredictable, and the prices for such credits can be subject to significant fluctuations. The value of RINs and LCFS Credits (derived from market prices) can materially affect our revenue. Prices have historically fluctuated significantly and will likely continue to be volatile. During the first quarter and second quarter of 2025 RIN prices have been about 24% lower than the prices seen in 2024 and could continue to remain low throughout 2025.
Current wording
Market prices for RINs and LCFS Credits can be volatile and unpredictable, and the prices for such credits can be subject to significant fluctuations. The value of RINs and LCFS Credits (derived from market prices) can materially affect our revenue. Prices have historically fluctuated significantly and will likely continue to be volatile. During the first three quarters of 2025, RIN prices have been about 27% lower than the prices seen in 2024 and could continue to remain low throughout 2025.
Previous wording
Our risk management activities are discussed in the MD&A contained in our 2024 Form 10-K. During the six months ended June 30, 2025, there were no material changes to these activities.
Current wording
Our risk management activities are discussed in the MD&A contained in our 2024 Form 10-K. During the nine months ended September 30, 2025, there were no material changes to these activities.
Previous wording
Our critical accounting policies and the related judgments and estimates are discussed in the MD&A contained in our 2024 Form 10-K. Except for certain updates relating to our goodwill impairment assessment during the first quarter of 2025, which are described below, there have been no other material changes during the six months ended June 30, 2025 to our critical accounting policies as described in the MD&A contained in our 2024 Form 10-K.
Current wording
Our critical accounting policies and the related judgments and estimates are discussed in the MD&A contained in our 2024 Form 10-K. Except for certain updates relating to our goodwill impairment assessment during the first quarter of 2025, which are described below, there have been no other material changes during the nine months ended September 30, 2025 to our critical accounting policies as described in the MD&A contained in our 2024 Form 10-K.
Previous wording
A quantitative goodwill impairment analysis was performed as of March 31, 2025. The quantitative goodwill impairment test estimated the fair value of the Company’s single reporting unit based on its market value of invested capital plus a market participant acquisition premium derived from recent merger and acquisition transactions in
Current wording
A quantitative goodwill impairment analysis was performed as of March 31, 2025. The quantitative goodwill impairment test estimated the fair value of the Company’s single reporting unit based on its market value of invested capital plus a market participant acquisition premium derived from recent merger and acquisition transactions in comparable industry and market sectors as those in which the Company operates. The carrying value exceeded fair value, by an amount greater than the carrying value of goodwill.
Previous wording
Accordingly, a goodwill impairment loss for the Company’s single reporting unit was recognized in the amount of $64.3 million, in the period ended March 31, 2025, which comprised the total amount of goodwill of the Company before giving effect to the impairment and is recognized as “Impairment of goodwill” on the consolidated statement of operations for the six month period ended June 30, 2025.
Current wording
Accordingly, a goodwill impairment loss for the Company’s single reporting unit was recognized in the amount of $64.3 million in the period ended March 31, 2025, which comprised the total amount of goodwill of the Company before giving effect to the impairment and is recognized as “Impairment of goodwill” on the consolidated statement of operations for the nine month period ended September 30, 2025.
Previous wording
vehicle fueling at our stations including $1.6 million of LNG sales from our Pickens plant that has reopened in 2025, partially offset by an increase of $3.3 million in non-cash stock-based sales incentive contra-revenue charges relating to the Amazon Warrant, resulting in an $10.5 million net increase in fuel sales from the prior year period and (2) an increase in station construction sales of $2.2 million due to increased construction activities. The increase in product revenue between periods was partially offset by (1) a decrease in RIN revenue of $0.3 million principally attributable to lower RIN credit prices partially offset by higher share of RIN values and higher volume in the second quarter of 2025 when compared to that in the same period of 2024, (2) a decrease in LCFS revenue of $1.7 million primarily due to the timing of a sale of certain LCFS credits for the three months ended March 31, 2024 being transacted in April 2024 partially offset by higher low-CI volume, (3) a decrease in AFTC revenue of $6.0 million due to the expiration of the program in December 2024, and (4) a change in fair value of our commodity swap and customer contracts entered into in connection with our truck financing program, as we recognized an unrealized loss of $0.5 million in the second quarter of 2025 compared to an unrealized gain of $0.1 million in same period of 2024.
Current wording
Product revenue. Product revenue for the three months ended September 30, 2025 increased by $1 million to $90.9 million, representing 85.6% of total revenue, compared to $89.9 million, representing 85.7% of total revenue, for the three months ended September 30, 2024. The increase was primarily due to (1) increased volumes of vehicle fueling at our stations including $2.9 million of LNG sales from our Pickens plant that has reopened in 2025 and higher pricing partially due to higher underlying natural gas commodity costs in the third quarter of 2025 as compared to the third quarter of 2024, partially offset by an increase of $1.0 million in non-cash stock-based sales incentive contra-revenue charges relating to the Amazon Warrant, resulting in an $5.7 million net increase in fuel sales from the prior year period and (2) an increase in station construction sales of $2.1 million due to increased construction activities. The increase in product revenue between periods was partially offset by (1) a decrease in RIN revenue of $2.8 million principally attributable to lower RIN credit prices partially offset by higher share of RIN values and higher volume in the third quarter of 2025 when compared to the same period of 2024, (2) an increase in LCFS credits of $1.2 million for the three months ended September 30, 2025 when compared to the same period in 2024 primarily due to a higher share of LCFS values and higher low-CI volume, (3) a decrease in AFTC revenue of $6.4 million due to the expiration of the program in December 2024, and (4) a change in fair value of our commodity swap and customer contracts entered into in connection with our truck financing program, as we recognized an unrealized loss of $0.3 million in the third quarter of 2025 compared to an unrealized loss of $1.4 million in same period of 2024.
Previous wording
Service revenue. Service revenue for the three months ended June 30, 2025 increased $0.5 million to $15.5 million, representing 15.1% of total revenue, compared to $15.0 million, representing 15.3% of total revenue, for the three months ended June 30, 2024. The increase was primarily due to higher service margins on less work performed at private stations.
Current wording
Service revenue. Service revenue for the three months ended September 30, 2025 increased $0.2 million to $15.2 million, representing 14.4% of total revenue, compared to $15.0 million, representing 14.3% of total revenue, for the three
Previous wording
Product cost of sales. Product cost of sales for the three months ended June 30, 2025 increased by $11.3 million to $65.2 million, representing 63.5% of total revenue, from $53.9 million, representing 55.0% of total revenue, in the three months ended June 30, 2024. The increase was primarily due to higher underlying natural gas commodity costs and increased volumes of vehicle fueling at our stations, with a $0.9 million increase in station construction costs.
Current wording
Product cost of sales. Product cost of sales for the three months ended September 30, 2025 increased by $5.4 million to $69.2 million, representing 65.2% of total revenue, from $63.9 million, representing 60.9% of total revenue, in the three months ended September 30, 2024. The increase was primarily due to higher underlying natural gas commodity costs and increased volumes of vehicle fueling at our stations, with a $1.0 million increase in station construction costs.
Previous wording
Service cost of sales. Service cost of sales for the six months ended June 30, 2025 decreased by $1.8 million to $17.4 million, representing 8.4% of total revenue, compared with $19.2 million or 9.5% of total revenue in the six months ended June 30, 2024. The decrease was primarily due to less work performed at private stations.
Current wording
Service cost of sales. Service cost of sales for the three months ended September 30, 2025 increased by $0.3 million to $9.6 million, representing 9.04% of total revenue, compared with $9.3 million or 8.9% of total revenue in the three months ended September 30, 2024. The increase was primarily due to additional work performed at private stations.
Previous wording
Selling, general and administrative. Selling, general and administrative expenses decreased by $0.8 million to $27.5 million in the three months ended June 30, 2025, from $28.3 million in the three months ended June 30, 2024. The decrease was primarily driven by a $0.5 million decrease in stock-based compensation expense due to vesting of equity awards granted in prior period and a $0.3 million decrease in general business, selling and administrative expenses.
Current wording
Selling, general and administrative. Selling, general and administrative expenses decreased by $2.6 million to $26.3 million in the three months ended September 30, 2025, from $28.9 million in the three months ended September 30, 2024. The decrease was primarily driven by a $0.7 million decrease in stock-based compensation expense due to vesting of equity awards granted in prior periods and a $1.9 million decrease in general business, selling and administrative expenses.
Previous wording
Interest expense. Interest expense in the three months ended June 30, 2025 decreased by $0.2 million to $7.7 million, from $7.9 million in the three months ended June 30, 2024, primarily due to lower amortization of debt discount.
Current wording
Interest expense. Interest expense in the three months ended September 30, 2025 decreased by $0.6 million to $7.8 million, from $8.4 million in the three months ended September 30, 2024, primarily due to lower amortization of debt discount.
Previous wording
Interest income. Interest income in the three months ended June 30, 2025 decreased by $0.5 million to $3.1 million in the three months ended June 30, 2025, from $3.6 million in the three months ended June 30, 2024, primarily due to lower average interest rates of the Company’s short-term investments and loan receivables, and lower balance of the Company’s short-term investments.
Current wording
Interest income. Interest income in the three months ended September 30, 2025 decreased by $0.7 million to $2.9 million in the three months ended September 30, 2025, from $3.6 million in the three months ended September 30, 2024, primarily due to lower average interest rates of the Company’s short-term investments and loan receivables, and lower balance of the Company’s short-term investments.
Previous wording
Loss from equity method investments. Loss from equity method investments increased by $0.7 million to $6.5 million in the three months ended June 30, 2025, from $5.8 million in the three months ended June 30, 2024, due to the operating results of SAFE S.p.A., Rimere, and our joint venture with bp.
Current wording
Loss from equity method investments. Loss from equity method investments increased by $2.5 million to $7.5 million in the three months ended September 30, 2025, from $5.0 million in the three months ended September 30, 2024, due to the operating results of SAFE S.p.A., Rimere, and our joint venture with bp.
Previous wording
*Income tax (expense).*Income tax expense was $0.8 million for the three months ended June 30, 2024 and $0.1 million for the three months ended June 30, 2025. Income tax expense and/or benefit is primarily related to deferred taxes associated with goodwill and the Company’s expected state tax expense.
Current wording
*Income tax (expense).*Income tax expense was $0.1 million for the three months ended September 30, 2024 and $0.1 million for the three months ended September 30, 2025. Income tax expense and/or benefit is primarily related to the Company’s expected state tax expense.
Previous wording
*Loss attributable to noncontrolling interest.*During the three months ended June 30, 2024 and 2025, we recorded a gain of $0.2 million and $0.2 million, respectively, for the noncontrolling interest in the net loss of NG Advantage, LLC (“NG Advantage”). The noncontrolling interest in NG Advantage represents a 6.7% minority interest that was held by third parties during both the 2024 and 2025 periods.
Current wording
*Loss attributable to noncontrolling interest.*During the three months ended September 30, 2024 and 2025, we recorded a gain of $0.1 million and $0.2 million, respectively, for the noncontrolling interest in the net loss of NG Advantage, LLC (“NG Advantage”). The noncontrolling interest in NG Advantage represents a 6.7% minority interest that was held by third parties during both the 2024 and 2025 periods.
Previous wording
Product revenue. Product revenue for the six months ended June 30, 2025 increased by $5.0 million to $177.4 million, representing 86.0% of total revenue, compared to $172.4 million, representing 85.5% of total revenue, for the six months ended June 30, 2024. The increase was primarily due to (1) higher pricing partially due to higher underlying natural gas commodity costs in the six month ended June 30, 2025 as compared to the same period in 2024 and increased volumes of vehicle fueling at our stations, partially offset by an increase of $7.7 million in non-cash stock-based sales incentive contra-revenue charges relating to the Amazon warrant, resulting in an $18.6 million net increase in fuel sales from the prior year period, (2) an increase in LCFS revenue of $2.3 million primarily due to higher low-CI volume and a higher share of LCFS values in the six months ended June 30, 2025 when compared to that same period of 2024 and (3) an increase in station construction sales of $2.2 million due to increased construction activities. The increase in product revenue between periods was partially offset by (1) a decrease in RIN revenue of $3.9 million principally attributable to lower RIN credit prices and lower volume partially offset by a higher share of RIN values in the six months ended June 30, 2025 when compared to that in the same period of 2024, (2) a decrease in AFTC revenue of $11.4 million due to the expiration of the program in December 2024, and (3) a change in fair value of our commodity swap and customer contracts entered into in connection with our truck financing program, as we recognized an unrealized loss of $1.1 million in the six months ended June 30, 2025 compared to an unrealized gain of $1.7 million in same period of 2024.
Current wording
Product revenue. Product revenue for the nine months ended September 30, 2025 increased by $6 million to $268.3 million, representing 85.9% of total revenue, compared to $262.3 million, representing 85.6% of total revenue, for the nine months ended September 30, 2024. The increase was primarily due to (1) higher pricing partially due to higher underlying natural gas commodity costs in the nine months ended September 30, 2025 as compared to the same period in 2024 and increased volumes of vehicle fueling at our stations including $4.9 million of LNG sales from our Pickens plant that has reopened in 2025, partially offset by an increase of $8.8 million in non-cash stock-based sales incentive contra-revenue charges relating to the Amazon warrant, resulting in an $24.3 million net increase in fuel sales from the prior year period, (2) an increase in LCFS revenue of $3.6 million primarily due to higher low-CI volume and a higher share of LCFS values in the nine months ended September 30, 2025 when compared to that same period of 2024 and (3) an increase in station construction sales of $4.3 million due to increased construction activities. The increase in product revenue between periods was partially offset by (1) a decrease in RIN revenue of $6.7 million principally attributable to lower RIN credit prices and lower volume partially offset by a higher share of RIN values in the nine months ended September 30, 2025 when compared to that in the same period of 2024, (2) a decrease in AFTC revenue of $17.8 million due to the expiration of the program in December 2024, and (3) a change in fair value of our commodity swap and customer contracts entered into in connection with our truck financing program, as we recognized an unrealized loss of $1.4 million in the nine months ended September 30, 2025 compared to an unrealized gain of $0.3 million in same period of 2024.
Previous wording
Service revenue. Service revenue for the six months ended June 30, 2025 decreased $0.3 million to $29.0 million, representing 14.0% of total revenue, compared to $29.3 million, representing 14.5% of total revenue, for the six months ended June 30, 2024. The decrease was primarily due to less work performed at private stations partially offset by higher service margins on less work.
Current wording
Service revenue. Service revenue for the nine months ended September 30, 2025 decreased $0.1 million to $44.2 million, representing 14.1% of total revenue, compared to $44.2 million, representing 14.4% of total revenue, for the nine months ended September 30, 2024. The decrease was primarily due to less work performed at private stations partially offset by higher service margins on less work.
Previous wording
Product cost of sales. Product cost of sales for the six months ended June 30, 2025 increased by $12.7 million to $133.0 million, representing 64.5% of total revenue, from $120.3 million, representing 59.7% of total revenue, in the six months ended June 30, 2024. The increase was primarily due to higher underlying natural gas commodity costs and increased volumes of vehicle fueling at our stations, with a $0.1 million increase in station construction costs.
Current wording
Product cost of sales. Product cost of sales for the nine months ended September 30, 2025 increased by $18.1 million to $202.3 million, representing 64.7% of total revenue, from $184.2 million, representing 60.1% of total revenue, in the nine months ended September 30, 2024. The increase was primarily due to higher underlying natural gas commodity costs and increased volumes of vehicle fueling at our stations, with a $1.1 million increase in station construction costs.
Previous wording
Service cost of sales. Service cost of sales for the three months ended June 30, 2025 decreased by $0.8 million to $9.2 million, representing 9.0% of total revenue, compared with $10.0 million or 10.2% of total revenue in the three months ended June 30, 2024. The decrease was primarily due to less work performed at private stations.
Current wording
Service cost of sales. Service cost of sales for the nine months ended September 30, 2025 decreased by $1.5 million to $27.0 million, representing 8.6% of total revenue, compared with $28.5 million or 9.3% of total revenue in the nine months ended September 30, 2024. The decrease was primarily due to less work performed at private stations.
Previous wording
Selling, general and administrative. Selling, general and administrative expenses increased by $0.3 million to $54.9 million in the six months ended June 30, 2025, from $54.6 million in the six ended June 30, 2024. The increase was primarily driven by a $1.6 million increase in general business, selling and administrative expenses, partially offset by a $1.3 million decrease in stock-based compensation expense due to vesting of equity awards granted in the prior period.
Current wording
Selling, general and administrative. Selling, general and administrative expenses decreased by $2.3 million to $81.2 million in the nine months ended September 30, 2025, from $83.4 million in the nine months ended September 30, 2024. The decrease was primarily driven by a $0.3 million decrease in general business, selling and administrative expenses, and $2 million decrease in stock-based compensation expense due to vesting of equity awards granted in the prior period.
Previous wording
Depreciation and amortization. Depreciation and amortization increased by $49.8 million to $72.2 million in the six months ended June 30, 2025, from $22.4 million in the six months ended June 30, 2024. The increase was primarily due to the accelerated depreciation expense relating to the change in depreciable life of the Pilot station assets.
Current wording
Depreciation and amortization. Depreciation and amortization increased by $53.1 million to $86.9 million in the nine months ended September 30, 2025, from $33.8 million in the nine months ended September 30, 2024. The increase was primarily due to the accelerated depreciation expense relating to the change in depreciable life of the Pilot station assets.
Previous wording
Impairment of goodwill. Impairment of goodwill increased by $64.3 million in the six months ended June 30, 2025, from $0.0 million in the six months ended June 30, 2024. This represents the goodwill impairment loss for the Company’s single reporting unit, which was recognized in the first quarter of 2025 in the amount of $64.3 million and comprises the total amount of goodwill of the Company.
Current wording
Impairment of goodwill. Impairment of goodwill increased by $64.3 million in the nine months ended September 30, 2025, from $0 million in the nine months ended September 30, 2024. This represents the goodwill impairment loss for the Company’s single reporting unit, which was recognized in the first quarter of 2025 in the amount of $64.3 million and comprises the total amount of goodwill of the Company.
Previous wording
Interest expense. Interest expense decreased by $0.4 million to $15.3 million in the six months ended June 30, 2025, from $15.7 million in the six months ended June 30, 2024, primarily due to lower amortization of debt discount.
Current wording
Interest expense. Interest expense decreased by $1.0 million to $23.0 million in the nine months ended September 30, 2025, from $24.0 million in the nine months ended September 30, 2024, primarily due to lower amortization of debt discount.
Previous wording
Interest income. Interest income decreased by $1.2 million to $6.0 million in the six months ended June 30, 2025, from $7.2 million in the six months ended June 30, 2024, primarily due to lower average interest rates of the Company’s short-term investments and loan receivables, and lower balance of the Company’s short-term investments.
Current wording
Interest income. Interest income decreased by $1.9 million to $8.9 million in the nine months ended September 30, 2025, from $10.8 million in the nine months ended September 30, 2024, primarily due to lower average interest rates of the Company’s short-term investments and loan receivables, and lower balance of the Company’s short-term investments.
Previous wording
Loss from equity method investments. Loss from equity method investments increased by $2.4 million to $13.6 million in the six months ended June 30, 2025, from $11.2 million in the six months ended June 30, 2024, due to the operating results of SAFE S.p.A., Rimere, and our joint venture with bp.
Current wording
Loss from equity method investments. Loss from equity method investments increased by $4.9 million to $21.1 million in the nine months ended September 30, 2025, from $16.2 million in the nine months ended September 30, 2024, due to the operating results of SAFE S.p.A., Rimere, and our joint venture with bp.
Previous wording
*Income tax (expense) benefit.*Income tax expense was $0.6 million for the six months ended June 30, 2024. We recognized an income tax benefit of $2.9 million for the six months ended June 30, 2025. Income tax expense and/or benefit is primarily related to deferred taxes associated with goodwill and the Company’s expected state tax expense.
Current wording
*Income tax (expense) benefit.*Income tax expense was $0.6 million for the nine months ended September 30, 2024. We recognized an income tax benefit of $2.8 million for the nine months ended September 30, 2025. Income tax expense and/or benefit is primarily related to deferred taxes associated with goodwill and the Company’s expected state tax expense.
Previous wording
*Loss attributable to noncontrolling interest.*During the six months ended June 30, 2024 and 2025, we recorded a gain of $0.3 million and $0.2 million, respectively, for the noncontrolling interest in the net loss of NG Advantage, LLC (“NG Advantage”). The noncontrolling interest in NG Advantage represents a 6.7% minority interest that was held by third parties during both the 2024 and 2025 periods.
Current wording
*Loss attributable to noncontrolling interest.*During the nine months ended September 30, 2024 and 2025, we recorded a gain of $0.5 million and $0.4 million, respectively, for the noncontrolling interest in the net loss of NG Advantage, LLC (“NG Advantage”). The noncontrolling interest in NG Advantage represents a 6.7% minority interest that was held by third parties during both the 2024 and 2025 periods.
Previous wording
Operating Activities. Cash provided by operating activities was $59.3 million in the six months ended June 30, 2025, compared to cash provided by operating activities of $21.4 million in the comparable 2024 period. The increase in cash provided by operating activities was primarily attributable to changes in working capital resulting from the timing of cash receipts, accruals, billings and payments of cash. Additionally, higher contributions relating to the procurement and sales of natural gas in the six months ended June 30, 2025 when compared to the same period in 2024 contributed to the increase in cash provided by operating activities in the six months ended June 30, 2025 when compared to the same period in 2024.
Current wording
Operating Activities. Cash provided by operating activities was $72.4 million in the nine months ended September 30, 2025, compared to cash provided by operating activities of $42.7 million in the comparable 2024 period. The increase in cash provided by operating activities was primarily attributable to changes in working capital resulting from the timing of cash receipts, accruals, billings and payments of cash. Additionally, higher contributions relating to the procurement and sales of natural gas in the nine months ended September 30, 2025 when compared to the same period in 2024 contributed to the increase in cash provided by operating activities in the nine months ended September 30, 2025 when compared to the same period in 2024.
Previous wording
Investing Activities. Cash used in investing activities was $6.6 million in the six months ended June 30, 2025, compared to cash used in investing activities of $3.9 million in the comparable 2024 period. The increase in cash used in investing activities was primarily attributable to a $13.9 million decrease in net maturities of short-term investments in the six months ended June 30, 2025 when compared to the same period in 2024, partially offset by a $3.6 million net decrease in capital expenditures on property and equipment and on RNG production projects, a 3.0 million decrease in disbursements in loan receivable, and a $5.0 million increase on proceeds from disposal of property and equipment.
Current wording
Investing Activities. Cash provided by investing activities was $30.0 million in the nine months ended September 30, 2025, compared to cash used in investing activities of $30.6 million in the comparable 2024 period. The increase in cash provided by investing activities was primarily attributable to a $70.5 increase in maturities of short-term investments and a $34.4 million decrease in purchases of and deposits on property plant and equipment when compared to the same period in 2024, partially offset by a $27.0 million increase in purchase of short-term investments and increase in $19.0 million in RNG production projects.
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Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
months ended September 30, 2024. The increase was primarily due to higher service margins on the work performed at private stations.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
The market for our vehicle fuels is a relatively new and developing market, and has experienced slow, volatile or unpredictable growth in many sectors. For example, to date, adoption and deployment of natural gas vehicles, both in
Previous report — wording carried elsewhere
comparable industry and market sectors as those in which the Company operates. The carrying value exceeded fair value, by an amount greater than the carrying value of goodwill.