CLNE 10-Q

Clean Energy Fuels Corp. (CLNE)

10-Q 2021-08-05 For: 2021-06-30

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Added on April 08, 2026

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Delaware	33-0968580
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Large accelerated filer ☐	Accelerated filer ☒

Non-accelerated filer ☐	Smaller reporting company ☐

	Emerging growth company ☐

PART I.—FINANCIAL INFORMATION	3
Item 1.—Financial Statements (Unaudited)	3
Item 2.—Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.—Quantitative and Qualitative Disclosures about Market Risk	42
Item 4.—Controls and Procedures	43

PART II.—OTHER INFORMATION	45
Item 1.—Legal Proceedings	45
Item 1A.—Risk Factors	45
Item 2.—Unregistered Sales of Equity Securities and Use of Proceeds	60
Item 3.—Defaults upon Senior Securities	60
Item 4.—Mine Safety Disclosures	60
Item 5.—Other Information	60
Item 6.—Exhibits	61


	December 31,		June 30,
	2020		2021
Assets
Current assets:
Cash and cash equivalents	$	108,977	$	134,041
Short-term investments		29,528		120,208
Accounts receivable, net of allowance of $1,335 and $1,184 as of December 31, 2020 and June 30, 2021, respectively		61,784		66,497
Other receivables		23,655		14,859
Inventory		28,100		27,968
Prepaid expenses and other current assets		9,404		19,973
Derivative assets, related party		1,591		—
Total current assets		263,039		383,546
Operating lease right-of-use assets		25,967		34,586
Land, property and equipment, net		290,911		274,686
Restricted cash		11,000		7,004
Notes receivable and other long-term assets, net		27,299		70,214
Long-term portion of derivative assets, related party		4,057		—
Investments in other entities		27,962		78,007
Goodwill		64,328		64,328
Intangible assets, net		464		171
Total assets	$	715,027	$	912,542
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of debt	$	3,592	$	8,689
Current portion of finance lease obligations		840		807
Current portion of operating lease obligations		2,822		3,154
Accounts payable		17,310		18,031
Accrued liabilities		52,637		50,351
Deferred revenue		2,642		3,089
Derivative liabilities, related party		—		709
Total current liabilities		79,843		84,830
Long-term portion of debt		82,088		29,569
Long-term portion of finance lease obligations		2,552		2,593
Long-term portion of operating lease obligations		23,698		31,704
Long-term portion of derivative liabilities, related party		—		984
Other long-term liabilities		3,996		7,619
Total liabilities		192,177		157,299
Commitments and contingencies (Note 17)
Stockholders’ equity:
Preferred stock, $0.0001 par value. 1,000,000 shares authorized; no shares issued and outstanding		—		—
Common stock, $0.0001 par value. 304,000,000 and 454,000,000 shares authorized; 198,491,204 shares and 222,966,955 shares issued and outstanding as of December 31, 2020 and June 30, 2021, respectively		20		22
Additional paid-in capital		1,191,791		1,511,742
Accumulated deficit		(678,096)		(764,932)
Accumulated other comprehensive loss		(209)		(373)
Total Clean Energy Fuels Corp. stockholders’ equity		513,506		746,459
Noncontrolling interest in subsidiary		9,344		8,784
Total stockholders’ equity		522,850		755,243
Total liabilities and stockholders’ equity	$	715,027	$	912,542


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2021		2020		2021
Revenue:
Product revenue	$	50,426	$	(8,965)	$	126,128	$	58,727
Service revenue		9,448		9,445		19,752		18,896
Total revenue		59,874		480		145,880		77,623
Operating expenses:
Cost of sales (exclusive of depreciation and amortization shown separately below):
Product cost of sales		33,054		41,294		79,727		86,102
Service cost of sales		5,499		5,617		11,758		11,210
Change in fair value of derivative warrants		(445)		—		(40)		—
Selling, general and administrative		16,892		21,606		35,151		43,047
Depreciation and amortization		12,050		11,381		23,974		23,116
Total operating expenses		67,050		79,898		150,570		163,475
Operating loss		(7,176)		(79,418)		(4,690)		(85,852)
Interest expense		(1,841)		(1,002)		(4,051)		(2,438)
Interest income		273		240		654		494
Other income, net		2,287		166		2,462		844
Income (loss) from equity method investments		(502)		121		(357)		(305)
Loss before income taxes		(6,959)		(79,893)		(5,982)		(87,257)
Income tax expense		(78)		(56)		(156)		(139)
Net loss		(7,037)		(79,949)		(6,138)		(87,396)
Loss attributable to noncontrolling interest		301		282		1,106		560
Net loss attributable to Clean Energy Fuels Corp.	$	(6,736)	$	(79,667)	$	(5,032)	$	(86,836)
Net loss attributable to Clean Energy Fuels Corp. per share:
Basic and diluted	$	(0.03)	$	(0.38)	$	(0.02)	$	(0.43)
Weighted-average common shares outstanding:
Basic and diluted		200,670,137		207,047,221		202,831,346		203,043,580


	Clean Energy Fuels Corp.				Noncontrolling Interest				Total
	Three Months Ended				Three Months Ended				Three Months Ended
	June 30,				June 30,				June 30,
	2020		2021		2020		2021		2020		2021
Net loss	$	(6,736)	$	(79,667)	$	(301)	$	(282)	$	(7,037)	$	(79,949)

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net of $0 tax in 2020 and 2021		1,007		719		—		—		1,007		719
Unrealized losses on available-for-sale securities, net of $0 tax in 2020 and 2021		(1)		(3)		—		—		(1)		(3)
Total other comprehensive income		1,006		716		—		—		1,006		716
Comprehensive loss	$	(5,730)	$	(78,951)	$	(301)	$	(282)	$	(6,031)	$	(79,233)


								Accumulated
				Additional				Other		Noncontrolling		Total
	Common Stock			Paid-In		Accumulated		Comprehensive		Interest in		Stockholders’
	Shares	Amount		Capital		Deficit		Loss		Subsidiary		Equity
Balance, December 31, 2019	204,723,055	$	20	$	1,203,186	$	(668,232)	$	(1,566)	$	9,621	$	543,029
Issuance of common stock	871,010		—		194		—		—		—		194
Repurchase of common stock	(2,810,449)		—		(4,244)		—		—		—		(4,244)
Stock-based compensation	—		—		1,054		—		—		—		1,054
Net income (loss)	—		—		—		1,704		—		(805)		899
Other comprehensive loss	—		—		—		—		(1,915)		—		(1,915)
Increase in ownership in subsidiary	—		—		(1,388)		—		—		1,388		—
Balance, March 31, 2020	202,783,616		20		1,198,802		(666,528)		(3,481)		10,204		539,017
Issuance of common stock	25,214		—		41		—		—		—		41
Repurchase of common stock	(3,302,050)		—		(6,406)		—		—		—		(6,406)
Stock-based compensation	—		—		760		—		—		—		760
Net loss	—		—		—		(6,736)		—		(301)		(7,037)
Other comprehensive income	—		—		—		—		1,006		—		1,006
Balance, June 30, 2020	199,506,780	$	20	$	1,193,197	$	(673,264)	$	(2,475)	$	9,903	$	527,381


			Gross
	Amortized		Unrealized		Estimated
	Cost		Gain (Loss)		Fair Value
Municipal bonds and notes	$	28,998	$	—	$	28,998
Certificates of deposit		530		—		530
Total short-term investments	$	29,528	$	—	$	29,528


	Gross Amounts		Gross Amounts		Net Amount
	Recognized		Offset		Presented
Assets:
Commodity swaps:
Current portion of derivative assets, related party	$	1,591	$	—	$	1,591
Long-term portion of derivative assets, related party		4,057		—		4,057
Fueling agreements:
Prepaid expenses and other current assets		249		—		249
Notes receivable and other long-term assets, net		542		—		542
Total derivative assets	$	6,439	$	—	$	6,439
Liabilities:
Fueling agreements:
Accrued liabilities	$	283	$	—	$	283
Other long-term liabilities		273		—		273
Total derivative liabilities	$	556	$	—	$	556


	December 31, 2020			June 30, 2021
	Volumes	Weighted-Average Price per		Volumes	Weighted-Average Price per
Year	(Diesel Gallons)	Diesel Gallon		(Diesel Gallons)	Diesel Gallon
2021	5,000,000	$	3.18	2,500,000	$	3.18
2022	5,000,000	$	3.18	5,000,000	$	3.18
2023	5,000,000	$	3.18	5,000,000	$	3.18
2024	1,875,000	$	3.18	1,875,000	$	3.18


	December 31, 2020			June 30, 2021
Significant Unobservable Inputs	Input Range	Weighted Average		Input Range	Weighted Average
ULSD Gulf Coast Forward Curve	$1.47 - $1.54	$	1.50	$1.87 - $1.98	$	1.92
Historical Differential to PADD 3 Diesel	$0.81 - $1.58	$	0.99	$0.81 - $1.58	$	1.01
Historical Differential to PADD 5 Diesel	$1.66 - $2.58	$	2.01	$1.75 - $2.58	$	2.06


	December 31, 2020		Level 1		Level 2		Level 3
Assets:
Available-for-sale securities ⁽¹⁾:
Municipal bonds and notes	$	28,998	$	—	$	28,998	$	—
Certificates of deposit ⁽¹⁾		530		—		530		—
Commodity swap contracts ⁽²⁾		5,648		—		—		5,648
Embedded derivatives ⁽³⁾		791		—		—		791
Liabilities:
Embedded derivatives ⁽³⁾	$	556	$	—	$	—	$	556


	Assets:		Assets:		Liabilities:		Liabilities:
	Commodity		Embedded		Commodity		Embedded		Liabilities:
	Swap Contracts		Derivatives		Swap Contracts		Derivatives		Warrants
Balance as of March 31, 2020	$	12,545	$	143	$	—	$	(3,308)	$	(445)
Settlements, net		(453)		—		—		—		—
Total gain (loss)		(2,349)		(49)		—		1,384		445
Balance as of June 30, 2020	$	9,743	$	94	$	—	$	(1,924)	$	—

Balance as of March 31, 2021	$	1,347	$	2,521	$	—	$	(30)	$	—
Settlements, net		—		—		310		—		—
Total gain (loss)		(1,347)		2,548		(2,003)		30		—
Balance as of June 30, 2021	$	—	$	5,069	$	(1,693)	$	—	$	—

Change in unrealized gain (loss) for the three months ended June 30, 2020 included in earnings	$	(2,802)	$	(49)	$	—	$	1,384	$	445
Change in unrealized gain (loss) for the three months ended June 30, 2021 included in earnings	$	(1,347)	$	2,548	$	(1,693)	$	30	$	—


	December 31, 2020
			Unamortized Debt		Balance, Net of
	Principal Balance		Financing Costs		Financing Costs
bp Loan	$	50,000	$	—	$	50,000
NG Advantage debt		29,535		117		29,418
SG Facility		5,100		—		5,100
Other debt		1,162		—		1,162
Total debt		85,797		117		85,680
Less amounts due within one year		(3,631)		(39)		(3,592)
Total long-term debt	$	82,166	$	78	$	82,088


	April 16, 2021	June 14, 2021
Dividend yield	0.0%	0.0%
Expected volatility	66.46%	67.97
Risk-free interest rate	1.59%	1.49%
Expected term in years	10.0	9.8



		Six Months Ended
		June 30,
	2020		2021
Cash flows from operating activities:
Net loss	$	(6,138)	$	(87,396)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		23,974		23,116
Provision for credit losses and inventory		1,056		560
Stock-based compensation expense		1,814		6,786
Stock-based sales incentive charges		—		78,053
Change in fair value of derivative instruments		(4,205)		2,507
Amortization of discount and debt issuance cost		(103)		26
Loss (gain) on disposal of property and equipment		(2,298)		174
Loss on extinguishment of debt		—		25
Gain from sale of certain assets of subsidiary		(176)		—
Loss from equity method investments		357		305
Non-cash lease expense		1,373		1,470
Deferred income taxes		60		61
Changes in operating assets and liabilities:
Accounts and other receivables		73,904		2,211
Inventory		218		(732)
Prepaid expenses and other assets		365		(11,722)
Operating lease liabilities		(1,604)		(1,751)
Accounts payable		(10,572)		1,547
Deferred revenue		(8,787)		388
Accrued liabilities and other		(19,479)		(2,711)
Net cash provided by operating activities		49,759		12,917
Cash flows from investing activities:
Purchases of short-term investments		(45,293)		(177,981)
Maturities and sales of short-term investments		85,850		87,301
Purchases of and deposits on property and equipment		(6,354)		(7,888)
Disbursements for loans receivable		(40)		(3,828)
Payments on and proceeds from sales of loans receivable		1,226		224
Cash received from sale of certain assets of subsidiary, net		4,951		887
Investments in other entities		—		(50,669)
Proceeds from disposal of property and equipment		3,224		1,577
Net cash provided by (used in) investing activities		43,564		(150,377)
Cash flows from financing activities:


	December 31,		June 30,
	2020		2021
Loans to customers to finance vehicle purchases	$	394	$	402
Accrued customer billings		6,335		6,527
Fuel tax credits		10,556		5,335
Other		6,370		2,595
Total other receivables	$	23,655	$	14,859


	December 31,		June 30,
	2020		2021
Land	$	3,476	$	3,476
LNG liquefaction plants		94,633		94,633
Station equipment		344,839		346,594
Trailers		79,860		77,437
Other equipment		89,276		90,212
Construction in progress		73,272		76,212
		685,356		688,564
Less accumulated depreciation		(394,445)		(413,878)
Total land, property and equipment, net	$	290,911	$	274,686


		Warrant
		Shares
Outstanding and unvested as of December 31, 2020		—
Granted		58,767,714
Vested		(14,689,935)
Outstanding and unvested as of June 30, 2021		44,077,779


Fiscal year:
2021	$	701
2022		1,182
2023		962
2024		962
2025		962
Thereafter		3,544
Total minimum lease payments		8,313
Less amount representing interest		(2,300)
Present value of lease receivables	$	6,013


	Year Ended						Three Months Ended				Six Months Ended
	December 31,						June 30,				June 30,
GGEs delivered (in millions)	2018		2019		2020		2020		2021		2020		2021
CNG ⁽¹⁾		299.5		335.7		321.0		73.6		88.5		157.7		167.1
LNG		66.0		65.1		61.5		15.9		12.9		31.1		26.7
Total		365.5		400.8		382.5		89.5		101.4		188.8		193.8

Exhibit Number		Description
3.1		Certificate of Amendment to Restated Certificate of Incorporation, dated June 14, 2021 (incorporated by reference to Exhibit 3.1 to Clean Energy Fuels Corp’s Current Report on Form 8-K filed with the SEC on June 15, 2021).
4.4†		Warrant to Purchase Common Stock of Clean Energy Fuels Corp., between Clean Energy Fuels Corp. and Amazon.com NV Investment Holdings LLC, dated as of April 16, 2021 (incorporated by reference to Exhibit 4.4 to Clean Energy Fuels Corp’s Current Report on Form 8-K filed with the SEC on April 19, 2021).
31.1*		Certification of Andrew J. Littlefair, President and Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Robert M. Vreeland, Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Andrew J. Littlefair, President and Chief Executive Officer, and Robert M. Vreeland, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, formatted in iXBRL (Inline eXtensible Business Reporting Language):
		(i) Condensed Consolidated Balance Sheets as of December 31, 2020 and June 30, 2021;
		(ii) Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2020 and 2021;
		(iii) Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2020 and 2021;
		(iv) Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2020 and 2021;
		(v) Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2020 and 2021; and
		(vi) Notes to Condensed Consolidated Financial Statements.
104*		Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101).

	CLEAN ENERGY FUELS CORP.

Date: August 5, 2021	By:	/s/ ROBERT M. VREELAND
		Robert M. Vreeland
		Chief Financial Officer (Principal financial officer and duly authorized to sign on behalf of the registrant)