Clean Energy Fuels Corp.

Thank you, operator. Good afternoon everyone.

Earlier this afternoon, Clean Energy released financial results for the third quarter ended June 30, 2013. If you did not receive the release, it is available on the Investor Relations section of the company’s website at www.cleanenergyfuels.com, where the call is also being webcast.

There will be a replay available on the website for 30 days.

Before we begin, we’d like to remind you that some of the information contained in the news release and on this conference call contains forward-looking statements that involve risks, uncertainties, and assumptions that are difficult to predict. Words of expression reflecting optimism, satisfaction with current prospects as well as words such as believe, intend, expect, plan, anticipate and similar variations identify forward-looking statements, but their absence does not mean that the statement is not forward looking.

Such forward-looking statements are not a guarantee of performance, and the company’s actual results could differ materially from those contained in such statements.

Several factors that could cause or contribute to such differences are described in detail in the Risk Factors section of Clean Energy’s Form 10-Q filed November 7, 2013. These forward-looking statements speak only as of the date of this release, and the company undertakes no obligation to publicly update any forward-looking statements or supply new information regarding the circumstances after the date of this release.

The company’s non-GAAP EPS and adjusted EBITDA will be reviewed on this call and exclude certain expenses that the company’s management does not believe are indicative of the company’s core business operating results. Non-GAAP financial measures should be considered in addition to results prepared in accordance with GAAP and should not be considered as a substitute for or superior to, GAAP results.

The directly comparable GAAP information, reasons why management uses non-GAAP information, a definition of non-GAAP EPS and adjusted EBITDA and a reconciliation between these non-GAAP and GAAP figures is provided in company’s press release, which has been furnished to the SEC on Form 8-K today.

Participating on today’s call from the company is President and Chief Executive Officer, Andrew Littlefair; and Chief Financial Officer, Rick Wheeler.

And with that, I’ll turn the call over to Andrew.

Thank you, Tony. Good afternoon, and thank you for joining us.

I’m pleased to review our third quarter 2013 operating results. During the quarter, we generated $86.3 million of revenue, compared to $91.5 million of revenue from a year ago.

If you back out the one-time non-recurring large DART construction project we completed in the third quarter of last year and you take out our BAF revenues, which were in the 2012 number as we sold BAF in 2013 -- June of 2013, our revenues actually increased 23% between periods. We delivered 56.4 million gallons during the quarter, which is up 11% from 50.9 million gallons a year ago.

And again, if you back out the gallons of our Peru joint venture that we sold in March of this year, our volumes are up 17% between periods.

Before I get into our highlights from the quarter, I’d like to take a moment to address some of the unfortunate market confusion that had stemmed from an erroneous research report that was published last month. As a reminder, Clean Energy is the largest provider of both CNG and LNG transportation fueling source in North America.

Over the last 16 years, we’ve designed, built, owned and operated close to 450 natural gas fueling stations across the country, which is more than all of our other competitors combined. We own IMW, our world-class CNG compressor subsidiary, which has built and sold over 1,400 compressor units into the global marketplace and supplies virtually all the CNG equipment for Waste Management and Republic industries.

We fuel 7,000 CNG trains and buses everyday, about 6000 CNG roughage trucks and have built 43 CNG stations at 37 airports across the country where we fuel several thousand vehicles each day from a wide variety of industries. We also currently fuel dozens of CNG trucking customers at our public access stations as well as some of the largest CNG truck fleets in the country through our trucking relationships with Frito-Lay, $0.99 Only Stores, Saddle Creek Corporation, Ruan Transportation and Central Freight.

These five fleets combined purchased approximately 370,000 gallons from us in the months of October.

He was at the wrong plant. We immediately heard from our friends over at Chart that they did in fact have LNG station tanks in inventory and were in full production of on-vehicle LNG tanks in their Georgia facility.

But this analyst only visited the Minnesota facility. And just last week, only 3 weeks removed from this analyst's statement, Chart announced that they were contracted to build 20 LNG stations across the country.

Additionally, last week Westport announced an order for 900 of their LNG tanks. So there is a lot of developments taking place in the LNG fueling side of the industry.

So let me reiterate. We are in the business of selling natural gas fuel for transportation, and we will provide whatever the customer wants.

Based on our years of experience building out the largest network of stations in the United States, we feel very strongly that there will be applications for both CNG and LNG fuel. And to put out a report suggesting that clean energy is relying on one fuel is just wrong.

As I previously mentioned, many of the early 12-liter engine orders starting in April were CNG. This is because until the beginning of August the early 12 liters were 350 horsepower and not necessarily the right size engine to meet the demand of heavy-duty long-haul trucks, so many of these early adopters were shorter haul trucks for whom CNG is perfectly suitable application.

Just to reemphasizes, we think each fuel has particular advantages. CNG is certainly the only application for light-duty vehicles and the best application for trash trucks and transit buses as well as truck fleets with shorter range requirements that haul freight locally.

Saddle Creek, for example, who operates one of the largest CNG fleet in the country's and fuels with Clean Energy, hauls freight throughout their distribution network.

Due to their duty cycle and weight characteristics, CNG is the perfect solution for them. Tens of thousands of trucks will fit this profile, which will be billions of gallons per year.

However, with the launch of Cummins Westport 12-liter, 400-horsepower engine in August, the market now has an engine that meets the duty retirements of long-haul heavy-duty trucks. Additionally, we expect to see new engine technology for heavy-duty trucks from other OEMs come online over the next 2 years.

And we believe there will be significant demand for LNG for the long-haul market over the next 18 months. Many fleets that consistently haul 80,000 pounds and travel at least 100,000 miles per year will probably be better suited using LNG fueling for their applications.

About 100,000 truck sold each year fit this profile, roughly 50% of the annual production. Again, this is billions of gallons per year.

Those of you who familiar with long-haul trucking business know that these trucks will benefit from the faster fueling time, lower weight and extended range that comes with LNG.

On the earnings call last week, Westport management reiterated our view on the market breakdown. In response to a question, they stated that they see the dividing line between CNG and LNG at distances of about 200 miles a day and that CNG above that point really starts to have some challenges.

And they expect a great majority of fleets that have higher miles than that will go to LNG. That is a very strong validation from the company who produces the engine technology and has a neutral view on how this market will develop.

We believe that both CNG and LNG fueling applications will each be multibillion-gallon market opportunities. And this is why we designed our stations on America's Natural Gas Highway to have the capacity to provide both fuels.

Many of our distribution center and the intermodal fueling stations will have both CNG and LNG as well. This recaps leads nicely to a discussion on heavy-duty truck deployment.

Our national trucking team has been working closely with Cummins Westport, the OEMs, shippers, dealers and carriers, and they have been encouraged by all the positive feedback we are receiving from customer fleets that are deploying the new 12-liter engines.

Since its August launch, demand for the 12-liter engine 400 horsepower has surged with sales already exceeding the internal projections of Cummins, which we believe will reach 2,400 units in 2013. These engine sales are expected to grow fourfold next year, surpassing 10,000 units.

To date, 46 of our trucking fleet customers have ordered 549 trucks, representing up to approximately 10 million gallons annually; 60% are for CNG, and 40% of those orders are for LNG.

Additionally, we are in the final stages of negotiation and validation with 107 other fleets who have plans to deploy over 1,250 additional LNG and CNG trucks, representing up to approximately 20 million gallons. We’ve already began to see some of the largest companies in the U.S.

make commitments to running natural gas fleets.

Leading the way is UPS, who announced they will be ordering 985 LNG trucks, which will fuel at a combination of public access stations and their own fueling terminals at the regional distribution centers. We have just entered a multiyear LNG fuel supply agreement to provide a minimum of 5 million gallons per year to support UPS LNG trucks.

Additional announcements we made during the third quarter include a multiyear fueling agreement to support 36 new LNG trucks for Raven Transport, who hauls goods for some of the largest and well known consumer companies in the country. These Raven trucks will be fueling at our natural gas highway stations in Jacksonville, Florida, and Franklin, Ohio, and are forecasted to the consumer approximately 1 million diesel gallon equivalents of LNG per year.

We are also pleased to be supporting Lowe's home improvement centers and their carrier, NFI, in their transition to natural gas. Lowe's recently announced the launch of a dedicated fleet of LNG trucks to serve their regional distribution center in Mount Vernon, Texas.

This fleet will be fueling at our Sulphur Springs, Texas, station. As part of their announcement, Lowe's is making the commitment to transition all regional distribution center dedicated fleets to natural gas by 2017, and we look forward to supporting them in this effort.

I’d also like to highlight our agreement with Central Freight Lines, who will be fueling 114 CNG tractors at our stations in Dallas-Fort Worth and San Antonio to serve their customers in the Texas Triangle. Last month, we sold them 38,000 gallons, and just a few days ago, we sold them 2,500 gallons in a day.

So we are pleased to see the ramp in their daily consumption.

In addition, we know several other Fortune 100 companies who have recently sent out RFPs to their contracted carriers to begin transitioning to natural gas. We believe these examples demonstrate the major shift that is taking place for the largest consumer goods companies, and we believe the transition is going to accelerate.

To support this transition to the fullest extent possible and to continue our efforts of removing any and or all barriers to switching to natural gas, we recently entered into a strategic alliance with GE Capital to help potential customers offset the upfront cost of transition to natural gas. It works like this.

Truck fleet operators will first work with Clean Energy to develop natural gas fueling contracts and will then apply for loans and leases from GE Capital to acquire trucks from the OEMs. The customer will commit to buy a significant volume of fuel from us, and we will then help offset the monthly cost of the newly acquired natural gas trucks and make them the same lease cost as a diesel truck.

All the customer has to do is use the fuel.

We believe this is the first time in the natural gas trucking market that a lessor like GE Capital will establish a known value at the end of the lease. At the end of the term, our customers will be allowed to purchase the trucks or turn them back in.

Truck owners will no longer wonder what the residual value may be at the end of a 4-, 5- or 6-year period. Since we made this announcement only a few weeks ago, several customers are working fuel deals with us and completing applications with GE Capital.

We are excited about this new offering and look forward to sharing our successes in the coming quarters.

Let’s move on now to our core market stations. In our transit market last year, we finished a $40 million contract to build 4 CNG stations on behalf of Dallas Area Rapid Transit, and we have just been awarded the contract to operate and maintain those 4 CNG stations.

The stations are starting to fuel over 500 buses, and those vehicles are expected to use approximately 4 million gallons per year. We are already beginning to count these volumes.

Out here in Southern California, we were awarded an O&M agreement from Long Beach Transit which starts at 1.5 million gallons annually and is anticipated to grow to 2.5 million gallons as more of their CNG buses are delivered in the coming year. In our taxi, airport and shuttle market, we continue to expand our station network to keep up with the growing demand of our fleet customers, as evidenced by our new stations at Dallas and JFK Airport.

In Kansas City, we will build, own and operate a public access station to service the city’s fleet of more than 265 light-, medium- and heavy-duty NGVs with the expectation that this fleet will grow to more than 400.

The station is projected to supply over 1 million gallons of CNG per year within the 3 years of operation. In addition, the local public transit agency in Kansas City awarded us a contract to design, build and operate a large station.

They plan to start with 25 CNG buses and then gradually replace virtually their entire fleet of 256 vehicles over the next few years, which they estimate will displace nearly 2.5 million gallons of diesel each year. In Atlanta, 18 additional buses were ordered by Park N Ride, which will fuel at our College Park, Georgia, station.

In Hartford, 18 city fleet vehicles are now fueling at the USA Hauling station. In Los Vegas, Bell Transportation is rolling out 92 CNG taxis and 10 large shuttle buses with an additional 80 on order for next year.

In our Solid Waste market, we were recently awarded a contract by Lancaster, Pennsylvania’s solid waste authority for a time-fill public access station to service transfer and collection trucks. In Bedford, Massachusetts, we opened the first public access, time-fill CNG station for ABC disposal to serve their 40 trucks.

In Long Island, New York, which has been a model region of how to successfully implement natural gas for refuge fleets, we were awarded a joint development station contract at the Islip-Cavanagh facility. This will be our second Cavanagh facility where we will build a high-volume station and sell CNG to roughage fleets coming to the plant.

In the town of Babylon, Long Island, 1 of our new refuge contractors is ordering 10 CNG refuge trucks to serve a 20-year contract.

And finally, at Slipdown [ph], Long Island, where we build our first CNG refuge stations 7 ago for that region, we executed a new CNG contract that begins on January 1 and runs to 2020. In aggregate during the third quarter in our core markets of transit, airport and refuge, 1,508 natural gas vehicles were delivered, representing approximately 8.4 million gallons annually.

An additional 1,834 natural vehicles were ordered, representing approximately 10.4 million gallons, which is a new quarterly record for us. These cores CNG markets continue to show robust growth in year-over-year and serve to prove that we continue to be the leader in the CNG fueling market.

Supporting the growth of our CNG network, our compressor subsidiary IMW has made tremendous progress at ramping up their production capabilities. In addition to supplying the compressors for all of our stations, IMW has recently been awarded several supply contracts all over the world.

And some highlights include, a $35 million contract award to IMW by ClearEdge Power to supply them 105 units in 2014 that will be deploy all over the world; a $4 million contract awarded to IMW by the largest industrial gas company in Mexico to supply 2 projects for an industrial site they're building a Northern Mexico; a large gas delivery company based Sydney, Australia, recently awarded IMW with a $7 million purchase order for an industrial gas project in Western Australia.

And lastly, China Gas Holdings awarded IMW with a master purchase contract to supply 416 compressors for the construction of up to 310 public access CNG stations in China. This 3-year agreement has a potential value of $167 million, and today we have supplied 42 compressors for China Gas and plan to supply 23 more by year end.

Under construction carpet, our year-to-date station count consist of 52 completed station projects. These include 8 America's Natural Gas Highway projects, 16 Clean Energy-owned stations, 16 stations we built for customers and 12 stations there were a partnership with Mansfield.

Keep in mind that our America's Natural Gas Highway station built-out plan is being time to keep pace with the recent launch of the 12-liter, 400-horsepower engines in order to maximize returns on our deployment of capital. Because we see the heavy-duty truck market beginning to accelerate going into the next year, we currently have 31 more truck stop station projects in various stages of engineering, permitting and construction.

In total, we expect to complete 18 highway station projects this year. We believe we are on track to complete about 80 station projects for the company in 2013.

In our renewable fuel business, we have had some very exciting recent developments. In October, we launched our branded renewable natural gas vehicle fuel Redeem.

This represents the first commercial-scale distribution of renewable natural gas as a vehicle fuel in North America. We anticipate that we will sell 15 million gasoline gallons of Redeem this year at our CNG and LNG stations across California.

This is the only commercially available fuel in the world that can offer a 90% greenhouse gas reduction, meet 100% of the fueling requirements of an 18-wheeler and be profitably sold at a discount petroleum fuel prices based on current market conditions. We believe that this is a significant moment for alternative fuels, and we are excited about offering this product to our customers in growing volumes in the coming years.

We also set new production records at our Texas and Michigan biomethane processing facilities in September as we are moving past our recent production and construction issues at these facilities. Our third facility outside Memphis, Tennessee, is on track for March 14 startup, and we are looking at numerous additional projects across the United States that we anticipated will increase our Redeem production capacity in the coming years.

And finally, as you probably know, we completed a $250 million convertible debt deal in September. We now have cash on hand of over $400 million.

And with that, I’ll turn the call over to Rick.

Thanks, Andrew. Before I review our financial results, I would like to point out that all of my references to our results will be comparing the third quarter of 2013 with the third quarter of 2012 and the first 9 months of 2013 with the first 9 months 2012 unless otherwise noted.

Volumes rose to 56.4 million gallons during the quarter, up from 50.9 million gallon a year ago. For the first 9 months 2013, volumes increased to 158.9 million gallons up from 143.2 million gallons.

Please remember the third quarter of 2012 and the 9-month period ended September 30, 2012, include an incremental 2.5 million and 4.3 million gallons, respectively, related to Peruvian joint venture that we sold in March 2013.

For the quarter, our CNG volumes were 37.2 million gallons, our RNG volumes were 2.5 million gallons and our LNG volumes were 16.7 million gallons. For the quarter, revenue was $86.3 million, compared to $91.5 million.

The third quarter of 2012 included $17.6 million in construction revenue from the sale of 2 large CNG stations to an existing transit customer that did not reoccur in the third quarter of 2013 and $3.5 million of revenue related to BAF, which we sold in June of 2013.

For the first 9 months of 2013, revenue increased to $267.5 million, up from $234.9 million a year ago. When comparing our numbers between periods, please note that the third quarter of 2013 includes $6 million of volumetric excise tax credit or VTEC revenue and the first 9 months of 2013 includes $38.1 million of VTEC revenue of which $20.8 million related to the full-year of 2012 that we recorded in the first quarter of 2013.

We did not record any VTEC revenue in 2012 as the law was not in effect during the year and was reinstated in January 2013 and made retroactive to 2012 at that time. And just as a heads-up for the fourth quarter, we recognized approximately $24 million of station construction revenues in the fourth quarter of 2012 related to the existing transit customer I spoke of earlier that will not reoccur in the fourth quarter of this year.

On a non-GAAP basis for the third quarter, we reported a loss of $0.16 per share. This compares with the non-GAAP loss of $0.19 per share in the third quarter of 2012.

For the first 9 months of 2013, our non-GAAP loss per share was $0.19 and was a loss of $0.52 per share in the prior period.

Adjusted EBITDA in the third quarter of 2013 was $4.2 million, which compared to adjusted EBITDA of minus $3.1 million in 2012. For the first 9 months of 2013, adjusted EBITDA was $35.4 million, compared to minus $6.7 million last year.

Again, please remember the third quarter and first 9 months of 2013 includes $6 million and $38.1 million, respectively, of VETC revenue. In addition, the first 9 months of 2013 also includes a $15.5 million gain on the sale of our vehicle conversion subsidiary BAF.

Adjusted EBITDA and non-GAAP EPS are financial measures we developed to highlight our operating resulting excluding certain large, non-cash or non-recurring charges or gains which are not core to our business. Adjusted EBITDA and non-GAAP EPS are described in more detail in the press release we issued earlier today.

Our net loss on a GAAP basis for the third quarter was $18.8 million or $0.20 per share, which included a non-cash gain of $1.4 million related to valuing our Series I warrants, non-cash stock-based compensation charges of $5.7 million, and a $0.2 million foreign currency gain related to our IMW purchase notes. This compares with the net loss of $16.3 million or $0.19 per share in 2012, which included a non-cash gain of $5.7 million related to valuing our Series I warrants; non-cash stock-based compensation charges of $6 million; and foreign currency gains of $0.7 million on our IMW purchase notes.

For the first 9 months of 2013, our net loss on a GAAP basis was $34.7 million or $0.37 per share, included a non-cash gain related to valuing the Series I warrants of $0.9 million, non-cash stock-based compensation charges of $17.3 million, and a $0.3 million foreign currency loss on our IMW purchase notes.

For the first 9 months of 2012, our net loss on a GAAP basis was $59.5 million or $0.69 per share and included a non-cash gain of $1.1 million related to valuing the Series I warrants, non-cash stock-based compensation charges of $16.5 million and a foreign currency gain of $0.7 million on our IMW purchase notes.

Our SG&A charges were higher between periods, primarily as a result of continued business growth and costs we are incurring to support our construction and sales efforts to develop and launch America’s Natural Gas Highway. Our interest expense was also up between periods, primarily due to the interest charges we are incurring on our convertible notes we issued in June 2012 and 2013 coupled with the fact we capitalized less interest in the first 9 months of 2013 related to our construction activities.

Our interest expense will continue to increase in future periods with the interest we will incur on the $250 million of convertible notes we issued in September of 2013. Our gross margin this quarter was $31.5 million, which compares to $20.2 million in 2012.

For the 9 months of 2013, our gross margin was $100 million compared to $59.3 million. The gross margin for the third quarter and first 9 months of 2013 includes $6 million and $38.1 million of VETC revenues, respectively.

Our margin per gallon on our fuel sales this quarter was up $0.05 from last quarter to $0.35 per gallon. The increase was primarily from the additional credits we realized when we began selling Redeem through our California public access fueling stations.

Included in the margin numbers this quarter are some excess RNG volumes we have to sell from our third-party supplier, and the credits were at extremely high level during the period.

Based on our anticipated available volumes in the fourth quarter and the reduced credit value we are seeing today, our margin per gallon this quarter will likely come down $0.02 to $0.03 per gallon. As I mentioned, we completed a $250 million convertible note offering during the quarter.

We planned to use the net proceeds of approximately $242 million to continue the expansion of our CNG, LNG, and RNG infrastructure and for general corporate purposes.

Our cash balance plus our restrictive cash plus our short-term investments totaled approximately $418 million at September 30, 2013. And with that operator, please open the call to questions.

You talked about 10,000 trucks potentially next year, 12-liter engines. Can you give us a sense of how those roll out and maybe your view on the mix of LNG and CNG in that group?

Rob, that's -- it’s not crystal clear, and the 10,000 to 11,000 number that I know you've heard as well comes from -- sources where we keep getting that number kind of reconfirmed were under the impression -- the understanding right now is we do our checks, that the production rate is similar around, right now around 600 engines -- 550 to 600 engines a month. So I'm guessing that’s going to build, Rob, into 2014.

And so you’re going to see these things go out, being produced at somewhere above that number to get to that 10,000 or 11,000 or perhaps even more for the year, which by the way is almost 4 or 5 times what you did this year.

So we -- that’s actually ahead of what we forecasted this year. And so we feel really good about that.

But we’re guessing it'll be somewhat smooth throughout year. It'll build I imagine like it's doing now; start out at 200 engines a month in August, and now you're at 600.

And so I'm assuming there will be some sort of building of it as you go in the year and the experience continues to be good. We have validated I guess and are in works with -- have a kind of arms around, if you will, about 3,300 of those we expect to be those 10,000 orders.

And so we have some visibility already into it, substantial more than what we have this year. And right now, it looks like 65% of those 3,300 -- I know breaking this thing for you will be confusing, but it’s coming out about 65% LNG and 25% CNG with kind of the reminder and the balance.

And so it's kind of what many of our suspected is you’ll see a breakdown somewhere around 50-50, 60-40 in that range between these fuels. And this depends on which fleets come early and how many of them are regional and how many of them are little bit longer range.

But that's what we're seeing right now as we’ve looked at those -- that’s only a third of those 10,000 -- is that it's breaking -- over half of those were breaking on the LNG.

I mean you -- Rob, as you know that trucks, certainly the early adopters, will use anywhere -- 20,000 gallons and above. And of course -- so you multiply the 20,000 times 10,000, significant volume increase for the industry and, of course, for us.

But it takes -- just to kind of remind you -- it takes about 4 months or so between the time somebody orders 1 of these engines and it gets produced and it goes to an OEM and then it gets upfitted -- tank it gets put on. So it'll be back-end loaded some I would imagine if you do hit this 10,000 to 12,000 type number.

Okay. Good.

That feeds in my next question. How many of your highway stations are sort of up and running right now?

And how do you see that opening over the next years as these trucks roll out?

Well, let me speak about how many that we kind of see -- we see opening. And of course, it all has to do with on how these trucks begin to roll out.

And we only have just a handful -- when we sort of do the total of how many stations are currently opened on the highway. We are opening about 4 to 6 here next several weeks of the year, so you’ll end up having about 15 of 18 of the stations opened here in the short run.

That’s right.

And then -- but as we -- I just has a meeting on this today with our Chief Marketing Officer. We're beginning to see things take shape, and so I think by end of the first quarter you’ll end up opening up an additional 20-some-odd stations adding to that count.

And so that’s kind of how I see. So you’ll about half of them.

Of course, we're building some too as we along here. But you’ll have about half of them -- half of them are still opened.

And then of course, over the remaining part of the year, we’ll see -- we’ll make substantial progress.

Just if could you expand a little bit more on the GE partnership. I know it’s early, but sort of what initially are you hearing in terms of feedback?

Are you expecting that’s going to be small fleets, medium size, all of the above? Or how do sort of see that playing out?

Yes. I guess -- we had a offsite meeting the other -- just last week with our senior team, and Jim Harger, our Chief Marketing Officer, was reviewing.

We're very excited about what we've seen already. There has been dozens of calls -- I mean what’s exciting for us is GE is really committed on this program.

They've done all of training of their team. They have 115 guys that do nothing but go call on trucking fleets to offer this kind of program, so that’s very important for us.

And so it’s just starting, but the early news is very good. I mean -- see we've never in this industry really had this until now.

And so we’ve already had several fleets come in and began to work through the process with us. They're already in touch with GE.

I wish I had more color to tell you, how big and how small. I know currently they work with all sizes of fleets.

These will be the Class 8 trucks, right. We are talking about those kind of vehicles not the smaller right now.

But we're very excited about it. Our sales team and the trucking -- which we call our National Trucking Team -- with about almost 40 guys are working now with their 115 guys.

So we're excited about it. And Steve, I hope to be able to have color as this thing -- it's only been a few weeks in process, but we think it’s kind of the next important piece to help this things really move along.

Yes. Okay.

That’s helpful. Just -- you announced several station opening with Anchor fleets this quarter.

Any -- it feels like that is starting to accelerate a little bit, which makes sense as you go along here. Would expect kind of more this quarter?

Or any color you can give on maybe how close you are with others, et cetera?

Well, yes, it -- remember I used to talk about our pipeline right? And that was hard to get your arms around because we threw in there qualified customers, and it had to do with vehicles and station and all that.

But what’s interesting to me -- and we’ll answer your question. I promise.

-- is today almost when you look at qualified prospects and validation, those that you're kind of getting ready to negotiate with and in the negotiation process and close deals, right now you have 16,000 deals kind of in the work. So that’s almost -- from a year ago, it's almost doubled.

And so as I said in remarks -- and I know there's a lot of number in there -- we got about 107 fleet that we're working with right now and negotiating how they're going to roll out these trucks. And there's a lot more behind that.

So there is a --, yes, I think you're right. I mean it took a while to kind of get these trucks into the mix.

It took those 4 months to have them going, and they don’t take as many as you'd like on day 1. But we're really beginning to see the traction.

And so I feel good. These guys are serious, and so we have just dozens and dozens of fleets that are beginning to order trucks, and therefore that translates into working with us on how we're going fuel them and where and if they need a station or if it's a station that we can open.

And so, as I said those 100 customers have already ordered 1,250 trucks. They're going to be fueled here in 4 months.

And so that’s kind of the way this thing is rolling out.

Great. Then last question.

Just -- the compressor business obviously doesn’t get the headlines. That China Gas Holdings deal was tremendous.

Any color on the cadence of that rollout into next year? And then perhaps any other meaningful deals like that, that’s obviously a big 1, but anything else of good size in the pipeline?

Well, there are. And unfortunately, I can't tell you about 1 of them.

But there are about 2 or 3 companies like China Gas, and we've worked with on and off over the years and actually sold equipment to them that we're working on in China. That's all I can really say about that.

And then there's another major move in another major country, and we're working very hard right now and trying to land that deal, and I feel confident that we will. That will be significant from a country that has a significant volume in natural gas and wants to begin to build out a national network, and we're close to landing that.

I would say on IMW that we went through kind of a period over the last couple of years of rightsizing that company, improving the availabilities. We struggled there a little bit as we told you.

It now -- we like where we are. We've made good strives.

We've made -- we've made -- we've just recently did those 4 or 5 announcements -- well, we haven't announced them -- I announced them today -- but 4 or 5 significant contracts. And that business is up substantially from where it was.

So we feel good about it. Worldwide they're selling stuff in -- believe it or not -- into Egypt and in Vietnam now and really all over the world.

So I think we went through the toughest part of it, and we feel pretty good about where it is. Specifically on China, sometime these things never go quite as fast as you believe.

I'm kind of glad that we'll put away almost 70 of the compressors this year since when we announced that deal. My guess is they'll be another 100 of them, 150 done next year, and the remainder will be in that -- in 2015.

So it seem like a market seem to be gelling a bit. And you've been able to announce even a number of new contracts since the last quarterly call.

And I guess -- my question is when do you think you will be at a place when you feel comfortable giving guidance?

Never.

The fiancé guy talking. That’s a great question.

I think once the heavy-duty truck market matures. It's such a significant market, number.

Once we get into there and I'm starting to see normalized numbers, I think it'll be a lot easier, and we'll feel a lot more comfortable predicting or projecting out our numbers and our results. I mean right now, obviously, we're still just to early with the starts and stops, and hiccups and all those types of things.

It's something we think about it. We've talked a lot about it, and I know it would help you.

I would guess that you're probably going to want to take a look at how this rolls out and matures little bit in 2014. We hit 10,000 or 12,000 of these trucks with the expectation they'll be 20,000 in the next year, then you're going to be -- you have a much more predictable way of forecasting what’s going to happen here.

If you just think back with us -- you know as well as I do on this -- I mean those trucks were delayed for good reason, but they were delayed about a year, and we would've missed it by a year.

There's just so many things right now that are outside our control that we’re just really hesitant to do it now. And once, obviously, those get kind of smooth out or we get more comfortable with them, then we'll be a little more robust on that.

We certainly like what we’re seeing in the truck adoption. We heard that number earlier in the year.

It looks it's exceeding it. Remember I told you that if we -- we would watch really carefully the truck orders in October, November, December.

It’s really hitting above where we said, boy, if we had 600 to 700 out in the end of this year, we would feel really good about next year. And that’s what’s happening.

So we’re optimistic and got our fingers crossed. This is kind of rolling out like we thought it would.

Yes.

Okay. And then just to hop over on another type of question entirely, can you talk about the cost to develop a CNG station versus the cost to develop an LNG station and how those costs vary according to I guess the distance from a high-pressure gasoline?

Yes. And it’s a good question.

This all kind of goes into my first part of my remarks. There’s a lot to there.

It’s hard to do it on this call because there's a lot of different factors. You're certainly right.

One of the things is -- in fact I was just with my Chairman earlier today who is Chairman of the Southern California Gas Company and very familiar with them. Every time you go to site for a fleet and try to -- and site a station, depending on what they want and what you can do most economically, you take into consideration many different factors.

Is there electricity? How far away the pipeline is?

But those DART stations that we put in, in Dallas, they had millions of dollars. Each station had almost $4 million -- I believe I’m right on this -- $3 million to $4 million of pipeline extensions involves with them.

So this could be a very big number. And we’re seeing some right now where a customer wants one [indiscernible] on a railroad racks, on a freeway.

All of that comes with a great cost. So certainly, accessing high-pressure pipeline gas is very important for the development of the CNG station.

Now just generally, now we’re thinking, Andrea, we're thinking here for a truck fleet, okay. Because if we're talking about taxicabs, it can be totally.

But if you want to build a CNG or an LNG station that has a capability of fueling many trucks during a day, taking 50 to 100 gallons or 150 gallons at a clip, it has totally different -- it's totally different than if you were building a light-duty station.

Many of our stations at airports they average 8 gallons a fill. But we’re building stations and our competitors and others are building stations now for the heavy-duty trucks.

They need to get 100 gallons at a fill. A rule of thumb is if you want to put gallons in between 6 to 10 minutes a gallon -- I’m sorry -- 6 to 10 gallons a minute, it’s $1 million a hose for CNG.

I’m talking CNG now. So if you want a robust station with redundancy that can fuel a whole bunch of trucks 1 after another -- we’ll say 40, 50 trucks a day, taking 100 gallons a day, which would be a big station, but you do it at 2 hoses, you got an easy $2.5 to $3 million station.

Now that'll depend on if you want canopies or what sort of improvements you’re doing on the land. Can you build a $1 million CNG station that fuel 10 or 15 trucks?

You can. But it depends how quickly you want to do it and what sort of volume.

Another rule of thumb is for an LNG station with 2 hoses -- like the ones we built on our Highway, that could do 2.5 million gallons a year, so really with more volume -- it’s about a $1.8 million. And then that station can probably do 5 million gallons for another, call it, total investment of $2.5 million.

So when you get into really large volumes, you begin to see the cost of the CNG station really escalate as compared to the LNG.

So it’s a complicated question, and both of them can be done. But you're right, it has a lot to do is, is there electricity available and is there a pipeline with good pressure available and how many trucks you want to really fuel at once.

so I probably didn't answer your question, but there is a lot to consider.

Rick, question for you. Obviously, it's early on in the sales we're getting.

But do you think as kind of a normalized run rate the margins were down in fact might be in the $0.02 to $0.03 range that you highlighted?

Yes, I think so. That and obviously we'll look to add more as we go forward, which it'll just be a function of how fast we either build our plant or to have excess capacity that isn't spoken for in some sort of power generation or other application as well as there's various third parties out there that have access to RNG that we're trying to avail ourselves to.

So it'll be a combination of those two. Within the short term, I would think -- yes, the net-net of the whole thing, a couple of pennies per gallon.

And [indiscernible] forget, most of the output is spoken for in Dallas, correct? I mean obviously you have the Tennessee station under construction and just ramping up in Michigan, correct?

Exactly. The ones that we have now, what you just listed, the vast majority of those gallons are already spoken for.

But our guy -- just to give more color on that though. Our CERT team they work because -- we have an advantage here, right.

There are other third-party producer of this stuff. But we have one of the only delivery systems for it.

So we're working hard to gather up other third party sources of this and being able to harness it and get it into vehicle fleets.

Another thing I would add is as Macombas [ph] expands, which as you guys know, we've been expanding, those excess volume should be available for these types of applications as well.

Did I hear correctly that you said the Tennessee facility might open in March of 2014?

Did you say Tennessee?

Yes, Memphis.

Yes. And we're targeting first quarter next year.

Okay. For some reason, I thought it was back half of 2014.

Next question is, on the RNG sourcing issue, as you -- and obviously, it's early on and as the 400-horsepower engine really begins to ramp, can you maybe outline your anticipating of your LNG sourcing needs? Maybe how you expect to roll out individual stations?

How you get that third party to ply in there versus what you're hoping to unveil in terms of the micro [ph] RNG with GE as 2015 unfold? I guess I'm trying to get a sense of exactly where you might need to increase your third-party souring versus what you might be able to do after using pipelines.

Right. No, it's an excellent question.

It's one we don’t talk that much about but we work a lot on it. So we've gone -- as you know, we’ve got couple of plants that we own.

And then we have another plant where we take almost all the production out there in the Arizona desert. But we've expanded our third parties to include now 13 different locations, and so we're taking fuel.

We have a deal to take all the fuel out at Omaha, Nebraska, and down in Memphis and in Indiana and in the Southeastern United States. And so we have -- I think our LNG supply folks have done a pretty good job lining up supply and organizing it to where we need it.

Because as we’ve discussed before, you really don’t want to haul LNG much more than the couple of hundred miles, and the closer the better. We’ve taken some steps to work on that.

We’ve got a big cryogenic fleet that we've have now -- we've now dispersed out in the United States to be able to do this, because we have customers taking in Ohio and in these other places.

So we have about 85 tankers now to do that. We've lined up about 465 million gallons of supply, much of it from third -- I don't know the exact breakdown.

A lot of it would be coming from these third-party supply sources. And so we’ve -- our job is to make sure that until we have those GE plants on and until we have scored the one down in Jacksonville to open up really the Florida and Southeastern market, we need to rely and work with our friends at some of these third-party sources.

And we’re doing that. And so I think we got ourselves pretty well taken care of for the next couple of years, kind coincident with these other 100 [ph] plants coming online.

And of course as you know, we did that deal with GE and Ferris, our equal partnership. And that has an eye also to making sure that we have supply in the right places.

My last question is maybe you can talk a little bit about the vision you had for opening up the facility plans -- or plans to open up the facility near Jacksonville, some of the high horsepower applications or heavy loads that may be a couple of years out in the future? And then may be layer in what your thoughts are on potentially the light-duty segment beginning to adopt CNG, obviously GM announcing the Impala for a 2014 launch?

Just your kind of top level thought?

Yes. I think it’s safe to say that the high horsepower, so really mining, rail and marine, it's -- I think it's for a lot of the reasons.

They use so much fuel. I think those markets are going to happen as well.

I mean, as you know, I believe the trucking -- if it works for trucking, it sure works for a mining truck that uses 5,000 gallons in a day. And so, as you know, GE's working on the locomotive, so is CAT through EMD.

And so the big railroads, we’re already helping 2 of the big railroads on pilot fueling deals with the rail. So I think the rail will happen.

It’s a little -- they're big company, been around a long time. They have a huge investment of locomotives, so it takes a while for them.

It’s going to be an upfit game because they've got a lot of stuff out there that's 30-year life type locomotives. But I feel confident.

When you talk to the CEO of BNSF, Matt Rose, he’s confident that it’s going to go this way.

The same for marine. We had some meeting talking about -- this is now on the Jacksonville.

We’ve got an option to buy the property down there. We’re working with 2 very large, significantly very smart guys that own ships that move product into the Caribbean and other places.

And because of the new emission requirements, these guys are going to move to LNG for their ships. One of the players involved has already 2 ships, a $70 million investment for 2 ships.

And so the nice thing is, is it base loads. The reason for we like it so much, one, you base load that plant in Jacksonville.

And you open up the Florida market to LNG, which right now you don’t really have. The fuel -- LNG is not that close, so that’s why the Jacksonville is nice.

That’s the whole basis behind this GE-Ferris partnership is because Ferris really wants to be involved in the high horsepower and the drilling. We really think we understand the trucking and also maybe the rail.

But building one of these plants for, let’s say mining or for the oil field, opens up available fuel for us for the trucking. So that’s what happens for Jacksonville.

We base load it with those 2 companies, those ships, and we open up Florida LNG to have economic fuel for them.

On light-duty, I personally think you're going to see more and more models and more selection. Like this isn’t anything that’s complicated.

GM makes 14 makes and models. Ford, all these guys, they all make this stuff, and they do it Europe.

There's 62 makes and models. Infrastructure is the game here.

We check -- we follow competitors of those people that are in the NGV business. There's 87 companies out there talking about building stations right now.

So I think you could see more and more light-duty product come to the market. I’m really proud of GM for coming with that Impala.

That’ll be a great product. We're not totally focused on it, but we have the public access stations they’ll be able to fuel at.

But I think you might be surprised that over the next few years you have more makes and models to choose from.

So I guess in your -- some of the those America’s Natural Gas Highway stations have been open for few months or maybe like a year now. I guess of those initial maybe like, say 5, or the stations which have been opened for a while, what type of utilization rate are you starting to see?

And what type of increase in utilization can you sort of point to?

Yes. I don’t have -- Harger was moving over my -- the Chief Marketing Officer was going over with that with me today.

So for instance, I’m now looking at some highway stations that were -- well, I’m looking at 5 of them that he just gave me for October that I have handy. And 1 of them now is doing in October -- this is October number -- did 60,000 gallons.

Eastern started 40,000. Our one in Phoenix with 1 customer did 40,000 gallons.

UPS, which is the Phoenix and Las Vegas stations -- obviously there's other customers fueling there, but it's just kind of how we label it. Those 2 stations combined are doing 80,000 gallons.

So when they open and you begin to get those fleets come there, these guys use lot of fuel. So I don’t know.

I can’t give just a ballpark, but you begin to see the volumes go up to a couple of thousand gallons a day, 2,000, to 2,500 gallons a day, which really makes them economic -- begin to be economic right away. So that’s why we kind of hold off, Caleb, until we have a critical mass of trucks to open these stations.

Because when you do get 15 or 20 trucks there on day 1, you start seeing volumes that make the station act well, and you make money on them.

And how did those, I guess, 40,000 or 50,000 gallon a month figures compare to where you thought you would be sort of when you opened the stations?

Well, here what I think about it. And this is just in general terms, all right.

So we think that if we're doing our job well, those stations can do a couple -- 2.5 million gallons, and you’d like to see them doing 2 million gallons. I’d like to see them do 5 million gallons, in which case we'll double them up.

But you would feel really good, as we've gone through that math before, if they do a couple million gallons, but we also figured it would take a couple of years to get to 2 million gallons. And so if you're doing 60,000 gallons, you're at 1 million.

You're halfway there. So you open some up.

You've been operating a years, and you're doing 750,000 gallons; you're halfway home on what would be a really -- there're not many -- let me tell you. There're not that many natural gas fueling stations out here in the United States that do a couple million of gallons a year, certainly not public access stations.

So I guess I would say those are on track to where we thought they'd be. And we need to make -- the ones that are doing 40,000 and 50,000 gallons they need to come on up.

But -- well, they've only been operating now for 6 months. That's pretty good.

We're targeting something that would more than that of course.

Right. So I guess picture, I know when you sort of rolled out the concept of the ANGH back in 2011 you'd been talking about may be 150 stations by the end of 2013.

Obviously, you needed to wait for the trucks. When do you think we'll sort of get to that number of station and how many?

Yes. We slowed down, and I guess I like the fact that we could slow down, right.

I mean we good [ph]. The truck were a little delayed, and I'm not blaming that on anybody.

It's just from when we thought they were going to come out there're about a year late when you really shake it out. And so we're a little ahead.

So we're working here with our management team and our Board of Directors, nobody wanted to have 135 closed stations, and so we just slowed down some to sync it up with the truck schedule. So that’s why this year we're going build 18, not another 50.

We're at about -- by the end of this year, you're going to be -- when you kind of put it all together, you're about 105. Next year, as we sit here right now, that we see in our pipeline about 31.

So you're going to be kind of close next year to that kind of magic 150 is kind of the way I look at it.

This is Jeff Shallon [ph] for Laurence. Now that you're a few years into the development phase and originally you had an idea of having a broad web of stations and then filling the gaps that way the 200-miles radius.

Do you that now your strategy is shifting towards having higher density pockets throughout the map and then fill in regionally that way? Or are you staying at the same strategy?

No. I think your comment is probably -- is accurate.

It's kind of way we thought. We really did feel like you needed to put in place a nationwide network.

Now are there a few of those nodes of that network they'll probably always be lower volume than other in more urban environments? Probably.

But you really didn’t have a way to have a nationwide network with connecting up the dots. And so that’s why we did it.

We always knew that there would be corridors -- the Texas Triangle is a good example. I mean if you look pound-for-pound how many stations we're building in that area, between San Antonio, Dallas and Houston, compared to other places or L.A., Phoenix and San Diego, and all that, there are certain corridors where there's a lot more truck traffic, in Southeastern United States.

They'll be a lot more stations. Then I guess the only development, the kind of the next phase I think we're really liking is we're going to link up that nationwide network with regional areas, kind of what you suggest, regional areas that'll be kind of -- the underpinning of which will be intermodal facilities and distribution centers.

There are a whole bunch of distribution centers in a warehouse district's last mile where this stuff -- either stuff come to or just distributed from with lots of trucks. And all those distribution centers are housed -- the customers we're already talking to.

And so the next phase is sort of hook the national network up -- I’m speaking kind of broadly here -- with these distribution centers. And many of these stations that we’re building right now, the 18 and about the next 8 that we’ll finish this year or 10 I guess that are underway right now between now and Christmas, and the 31 others that are in the pipeline right now, they're really all distribution center models.

They're going to have LNG and CNG, and they tie into the network. And they’re also -- they have more anchor tenants already available sitting there in those distribution centers.

And so it’s -- let’s call it, it’s a less speculative., It’s a little bit more of the anchor tenant model, and yet it fits in nicely with our regional -- with our corridor approach, and then it ties into the networks.

Andrew, I was wondering if you could share some feedback from fleets? You have your LNG stations ready.

You have these trucks with the 400-horsepower LNG engines rolling off the line. You have your lease partnership with GE.

So for the fleets that are still on the fence, what are their concerns? And how are you working to address these concerns?

Yes. I mean these guys are trying to understand exactly the cost of the fuel, which fuel works better.

Where are the stations, where are they going -- what does their shipper, people they work for, what do they want. And so it kind of -- all of this kind of goes into the mix.

But let me assure you that we don’t come to that meeting with that fleet customer with a bias. Look, if some guy wants to buy a 1 million or 2 million gallons a year, I'll sell them CNG.

I don't try to cramp him into some LNG network. That’s just not the way we operate.

So we work with them for them to really understand and so that we really understand what is the duty cycle, how far do the trucks need to go, what is the end up -- what’s the fuel price, what’s the weight penalty if there is one. All those things get factored in.

Does it -- like Andrea said earlier, can you really put at a real economic CNG station that can deliver the amount of fuel that they want after a location because there’s no pipeline or there is a pipeline?

So all those things going into mix. The GE thing has helped because it’s taken the financing piece off the table.

So that’s been I think a very helpful thing. The experience -- a lot of these guys are on the fence because they’re wanting to -- they’re going to golf outing talking to their brothers in the trucking business, and they’re wanting to hear how those trucks are operating.

So there’s some of that going on here too. And the good news there is the reports of the 12-liter engines in the field right now has been excellent.

So all of that right now, Matthew, is going into the mix, and we just work closely with the customer to get them what they need.

And then, Rick, any thoughts for CapEx and SG&A for 2014?

Well, we don’t give guidance. So we needed to watch the SG&A a little bit here.

But I would say I think we’ve seen the SG&A kind of level out a little bit, which we’ve kind of anticipated. As you guys all recall, the last year we really built up our infrastructure and core competencies both operationally, sales-wise, admin-wise, finance-wise, et cetera, to support the capabilities to be able to build the magnitude of the stations we're talking about as well as service the level of customer and volumes that we think -- we hope are coming.

So we think we’ve done that. So in theory, our increase in our SG&A should level off here.

And to the extent we continue to ramp up our revenues, which we're certainly hoping we do, then for that percentage or kind of stay where it’s at or start to decrease in the coming years, which, again, gets back to the leveraging concept we’ve talked about before. So that’s some thoughts on the SG&A line.

From the CapEx perspective, we have over $400 million of cash on our balance sheet, which we think is strong. As we go out and kind of wait for this market to go and then, hopefully, deploy that capital in a very timely and efficient manner.

We certainly think we’re good for next year’s CapEx program, which in theory should be somewhat similar or higher a little bit than this year’s program. And then after that, I think it’s just going to be dependent upon how fast the market is going and how fast we’ll build the stations as far as how long the rest of that money will last us.

But we certainly feel good about where we’re sitting now and think we’ve got it certainly covered heading into the next couple of years.

Okay. Great.

And then I just want to clarify on the liquefaction capacity. Are you guys confident that you could open all these 80 to 90 Natural Gas Highway stations and load them up in 2014 and there enough liquefaction facility out there to meet your needs?

Yes. There's more than enough.

I wish we'd run out. No.

There's more than enough. If you added a couple of hundred million more gallons -- let's just all 10,000 trucks or 12,000 trucks, wherever you want to use, come on, and they all use 20,000 gallons and they all come on in January and you need a quarter of a billion gallons and you have about 500 million to 600 million gallons of [indiscernible], you got enough.

Would there be a few places where you're hauling it a little too far? Well maybe.

But there's plenty of fuel. By the way, there’s been a bunch of projects announced too.

So there’s going to be fuel in different places. They'll all take a while, 18 months to come online some of them.

But you’ll have enough fuel. The market's responding.

I'd bet that we have at finger on 15 or 20 different greenfield projects that are out there right now.

Significant progress has taken place over the first 3 quarters of the year in long-haul trucking's transition to natural gas. And we believe we’re positioned very nicely to serve these trucking customers whether they choose CNG or LNG.

Our national network of public access stations in metropolitan areas as well as America's Natural Gas Highway will be available to serve their fueling needs.

The new 12-liter natural gas engines are being delivered to the truck manufacturers. Shippers are starting to request that their contract carriers make the switch to natural gas.

And some of the biggest companies in the business, like Lowe's, Proctor and Gamble and UPS are announcing their commitment to natural gas trucks. With America’s Natural Gas Highway in place, significant cash resource is available.

Our fueling experience in established refuge and transit fueling markets and our superior capabilities in station construction operation, we really do believe we’re well-positioned to take advantage of this historical shift.

Thank you for your continued support, and I look forward to reporting to you on our progress next quarter.