8-K/A
Clean Energy Fuels Corp. (CLNE)
8-K/A
2022-01-27
For: 2022-01-26
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Added on
April 08, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest eventreported): January 26, 2022
CLEAN ENERGY FUELS CORP.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-33480 | 33-0968580 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 4675 MacArthur Court, Suite 800<br><br> <br>Newport Beach, CA | 92660 | |
| --- | --- | |
| (Address of Principal Executive Offices) | Zip Code |
(949) 437-1000
(Registrant’s telephone number, includingarea code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, $0.0001 par value per share | CLNE | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Explanatory Note
This Amendment No. 1 to Current Report on Form 8-K amends Item 7.01 and Item 9.01 of the Current Report on Form 8-K filed on January 26, 2022 (the "Original Form 8-K") solely to correct errors on slide 51 of the Investor Presentation furnished as Exhibit 99.1 thereto (the "Presentation"). As previously furnished, the Presentation inadvertently included on slide 51 incorrect estimated revenue amounts for 2022, 2023, 2024, 2025 and 2026 of $444 million, $580 million, $724 million, $855 million and $983 million, respectively. These estimated revenue amounts did not include the reduction of estimated Amazon Warrant charges resulting in corrected estimated revenue amounts of $400 million in 2022, $484 million in 2023, $609 million in 2024, $780 million in 2025 and $943 million in 2026. The revised Presentation is attached hereto as Exhibit 99.1. No other changes have been made to the revised Presentation or to the Original Form 8-K.
| Item 7.01 | Regulation FD Disclosure. |
|---|
The Exhibit 99.1 attached hereto includes a revised version of the Presentation furnished on the Original Form 8-K. The foregoing information is furnished pursuant to Item 7.01 Regulation FD Disclosure and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Clean Energy Fuels Corp. Investor Presentation |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: January 26, 2022 | CLEAN ENERGY FUELS CORP. | |
|---|---|---|
| By: | /s/ Andrew J. Littlefair | |
| Name: Andrew J. Littlefair | ||
| Title: President and Chief Executive Officer |
Exhibit 99.1
| 1<br>Welcome<br>Raleigh Gerber<br>Director, Corporate<br>Communications<br>RNG Day<br>CLNE Five Year Outlook<br>January 26, 2022 |
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| 2<br>Andrew J. Littlefair<br>President and CEO<br>Robert Vreeland<br>Chief Financial Officer<br>Today’s presenters |
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| Andrew J. Littlefair<br>President and CEO<br>Robert Vreeland<br>Chief Financial Officer<br>Will Flanagan<br>Vice President,<br>Strategic Development<br>RNG Investment<br>Q&A participants<br>3 |
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| 4<br>Safe harbor<br>This presentation contains forward-looking statements within the meaning of Section 27A of the<br>Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as<br>amended, including statements about, among other things, the ability of Clean Energy Fuels Corp.<br>(the “Company”) to transition to providing hydrogen, electricity and other alternative fuels for<br>transportation.<br>Forward-looking statements are statements other than historical facts and relate to future events<br>or circumstances or the Company’s future performance, and they are based on the Company’s<br>current assumptions, expectations and beliefs concerning future developments and their potential<br>effect on the Company and its business. As a result, actual results, performance or achievements<br>and the timing of events could differ materially from those anticipated in or implied by these<br>forward-looking statements as a result of many factors including, among others: the COVID-19<br>pandemic and the measures taken to prevent its spread and the related impact on our operations,<br>liquidity and financial condition; the willingness of fleets and other consumers to adopt natural gas<br>as a vehicle fuel, and the rate and level of any such adoption; the Company’s ability to capture a<br>substantial share of the market for alternative vehicle fuels and vehicle fuels generally and<br>otherwise compete successfully in these markets; the potential adoption of government policies<br>or programs or increased publicity or popular sentiment in favor of other vehicle fuels; the<br>market’s perception of the benefits of renewable natural gas (“RNG”) and conventional natural gas<br>relative to other alternative vehicle fuels; natural gas vehicle and engine cost, fuel usage,<br>availability, quality, safety, convenience, design, performance and residual value, as well as<br>operator perception with respect to these factors, in general and in the Company’s key customer<br>markets, including heavy-duty trucking; the Company’s ability to manage and grow its RNG<br>business, including its ability to procure adequate supplies of RNG and generate revenues from<br>sales of such RNG; the Company and its suppliers’ ability to successfully develop and operate<br>projects and produce expected volumes of RNG; the potential commercial viability of livestock<br>waste and dairy farm projects to produce RNG; the Company’s history of net losses and the<br>possibility the Company incurs additional net losses in the future; the Company’s and its partners’<br>ability to acquire, finance, construct and develop other commercial projects; the Company’s ability<br>to invest in hydrogen stations or modify its fueling stations to reform its RNG to fuel hydrogen and<br>electric vehicles; the Company’s ability to realize the expected benefits from the commercial<br>arrangement with Amazon and related transactions; future supply, demand, use and prices of<br>crude oil, gasoline, diesel, natural gas, and other vehicle fuels, including overall levels of and<br>volatility in these factors; changes in the competitive environment in which we operate, including<br>potentially increasing competition in the market for vehicle fuels generally; the Company’s ability<br>to manage and grow its business of transporting and selling compressed natural gas for non-<br>vehicle purposes via virtual natural gas pipelines and interconnects, as well as its station design<br>and construction activities; construction, permitting and other factors that could cause delays or<br>other problems at station construction projects; the Company’s ability to execute and realize the<br>intended benefits of any acquisitions, divestitures, investments or other strategic relationships or<br>transactions; future availability of and our access to additional capital, which may include debt or<br>equity financing, in the amounts and at the times needed to fund growth in the Company’s<br>business and the repayment of its debt obligations (whether at or before their due dates) or other<br>expenditures, as well as the terms and other effects of any such capital raising transaction; the<br>Company’s ability to generate sufficient cash flows to repay its debt obligations as they come due;<br>the availability of environmental, tax and other government regulations, programs and incentives<br>that promote natural gas, such as the U.S. federal excise tax credits for alternative fuels, or other<br>alternatives as a vehicle fuel, including long-standing support for gasoline- and diesel-powered<br>vehicles and growing support for electric and hydrogen-powered vehicles that could result in<br>programs or incentives that favor these or other vehicles or vehicle fuels over natural gas; the<br>Company’s ability to comply with various registration and regulatory requirements related to its<br>RNG projects; the effect of, or potential for changes to greenhouse gas emissions requirements or<br>other environmental regulations applicable to vehicles powered by gasoline, diesel, natural gas or<br>other vehicle fuels and crude oil and natural gas fueling, drilling, production, transportation or use;<br>the Company’s ability to manage the safety and environmental risks inherent in its operations; the<br>Company’s compliance with all applicable government regulations; the impact of the foregoing on<br>the trading price of the Company’s common stock; the results and timing of the proposed<br>common stock offering; and general political, regulatory, economic and market conditions.<br>The forward-looking statements made in this presentation speak only as of the date of this<br>presentation, and the Company undertakes no obligation to update publicly such forward-looking<br>statements to reflect subsequent events or circumstances, except as otherwise required by law.<br>The Company’s periodic reports filed with the Securities and Exchange Commission (the "SEC")<br>on the SEC website (www.sec.gov), including its Quarterly Report on Form 10-Q for the quarter<br>ended September 30, 2021, contain additional information about these and other risk factors that<br>may cause actual results to differ materially from the forward-looking statements contained in this<br>presentation, and such risk factors may be amended, supplemented or superseded from time to<br>time by other reports the Company files with the Securities and Exchange Commission. |
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| Non-GAAP Financial Measures Non-GAAP financial measures<br>To supplement the Company’s unaudited consolidated financial statements presented in<br>accordance with accounting principles generally accepted in the United States of America<br>(“GAAP”), the Company uses non-GAAP financial measures that it calls adjusted net income (loss)<br>(“Adjusted Net Income (loss)”) and adjusted EBITDA (“Adjusted EBITDA”). Management presents<br>Adjusted Net Income (loss) and Adjusted EBITDA because it believes these measures provide<br>meaningful supplemental information about the Company’s performance, for the following<br>reasons: (1) these measures allow for greater transparency with respect to key metrics used by<br>management to assess the Company’s operating performance and make financial and<br>operational decisions; (2) these measures exclude the effect of items that management believes<br>are not directly attributable to the Company’s core operating performance and may obscure<br>trends in the business; and (3) these measures are used by institutional investors and the analyst<br>community to help analyze the Company’s business.<br>Non-GAAP financial measures are limited as an analytical tool and should not be considered in<br>isolation from, or as a substitute for, the Company’s GAAP results. Moreover, because not all<br>companies use identical measures and calculations, the Company’s presentation of Adjusted Net<br>Income (loss) and Adjusted EBITDA may not be comparable to other similarly titled measures<br>used by other companies.<br>Non-GAAP financial measures<br>5 |
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| Video to play here.<br>(not included in PPTX).<br>6 |
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| RNG Day<br>CLNE Five Year Outlook<br>January 26, 2022<br>7 |
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| Who we are<br>Why RNG<br>What we can earn<br>RNG supply<br>RNG distribution<br>Financial summary<br>8 |
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| Who we are<br>Why RNG<br>What we can earn<br>RNG supply<br>RNG distribution<br>Financial summary<br>9 |
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| 10<br>Who we are<br> – Dairy/RNG production<br> – 3rd party RNG supply<br>contracts<br> – 550+ stations<br> – Capacity to double volumes<br> – Fleet + marine customers<br> – Maintenance + construction<br> – 2 owned LNG plants<br> – Vertically integrated<br>RNG solutions<br> – 25+ years of experience<br> – Invented RNG as a<br>commercial fuel<br>RNG Supply Distribution<br>= +<br>Operating information is as of December 31, 2021. |
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| Who we are<br>Why RNG<br>What we can earn<br>RNG supply<br>RNG distribution<br>Financial summary<br>11 |
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| 12<br>Why RNG<br>Accessible:<br>Extensive network of fueling<br>stations nationwide<br>Affordable:<br>Stabilized prices and lower<br>maintenance costs<br>Renewable:<br>Made from organic waste,<br>not drilling<br>No diesel pollution:<br>Reduces smog-forming NOX<br>emissions by 90%<br>Less maintenance:<br>No high maintenance DPF-SCR<br>diesel emissions control system<br>Quieter:<br>Quieter than diesel<br>Sustainable:<br>Lowers carbon emissions<br>by up to 500%<br>Value driver for CLNE:<br>RNG drives increased revenue, GAAP<br>net income, and Adjusted EBITDA<br>Proven:<br>Trusted by companies like Amazon, UPS,<br>WM, and major transit fleets in NY & LA |
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| 44.8 38.7<br>13<br>The RNG advantage:<br>carbon intensity<br>-500<br>-400<br>-300<br>-200<br>-100<br>Zero<br>emissions<br>100<br>50<br>Gasoline/<br>diesel<br>Hydrogen Renewable<br>diesel<br>Electric<br>vehicle<br>RNG<br>Landfill<br>RNG<br>Food waste<br>RNG<br>Dairy<br>100.6<br>41.7 15.2<br>-79.9<br>-532.7<br>-354.5 average CI<br>Carbon emission by fuel type (gCO2e per MJ)<br>Source: California Air Resources Board, Q4 2020 LCFS data, and certified pathways as of November 8, 2021. |
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| 14<br>Why RNG<br>Accessible:<br>Extensive network of fueling<br>stations nationwide<br>Affordable:<br>Stabilized prices and lower<br>maintenance costs<br>Renewable:<br>Made from organic waste,<br>not drilling<br>No diesel pollution:<br>Reduces smog-forming NOX<br>emissions by 90%<br>Less maintenance:<br>No high maintenance DPF-SCR<br>diesel emissions control system<br>Quieter:<br>Quieter than diesel<br>Sustainable:<br>Lowers carbon emissions<br>by up to 500%<br>Value driver for CLNE:<br>RNG drives increased revenue, GAAP<br>net income, and Adjusted EBITDA<br>Proven:<br>Trusted by companies like Amazon, UPS,<br>WM, and major transit fleets in NY & LA |
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| 15<br>RNG volume potential in US (2040)<br>Carbon-for-carbon reduction<br>compared to diesel at<br>multiples of RNG GGEs<br>Note: Estimated gasoline gallons equivalent (GGE) assuming 125,000 mcf per gasoline gallon.<br>Source: American Gas Association and ICF<br>Animal Manure<br>(GGEs)<br>RNG<br>(GGEs)<br>Low case High case<br>1.8B<br>3.7B<br>15.3B<br>36.1B |
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| 16<br>Why RNG<br>Accessible:<br>Extensive network of fueling<br>stations nationwide<br>Affordable:<br>Stabilized prices and lower<br>maintenance costs<br>Renewable:<br>Made from organic waste,<br>not drilling<br>No diesel pollution:<br>Reduces smog-forming NOX<br>emissions by 90%<br>Less maintenance:<br>No high maintenance DPF-SCR<br>diesel emissions control system<br>Quieter:<br>Quieter than diesel<br>Sustainable:<br>Lowers carbon emissions<br>by up to 500%<br>Value driver for CLNE:<br>RNG drives increased revenue, GAAP<br>net income, and Adjusted EBITDA<br>Proven:<br>Trusted by companies like Amazon, UPS,<br>WM, and major transit fleets in NY & LA |
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| Who we are<br>Why RNG<br>What we can earn<br>RNG supply<br>RNG distribution<br>Financial summary<br>17 |
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| 18<br>What we can earn<br>RNG Supply Distribution<br>Adj. EBITDA<br>($3M)<br>2022E<br>$250M<br>2026E<br>Adj. EBITDA<br>$68M<br>2022E<br>$305M<br>2026E<br>Adj. EBITDA<br>$65M<br>2022E<br>$555M<br>2026E<br>GAAP net income (loss) GAAP net income (loss) GAAP net income (loss)<br>($3M)<br>2022E<br>$173M<br>2026E<br>($54M)<br>2022E<br>$112M<br>2026E<br>($57M)<br>2022E<br>$285M<br>2026E<br>See the Appendix for a reconciliation of Adjusted EBITDA.<br>= + |
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| Who we are<br>Why RNG<br>What we can earn<br>RNG supply<br>RNG distribution<br>Financial summary<br>19 |
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| Dairy RNG production<br> – Produce RNG from dairy farms with JV partners<br>Total Energies and BP<br> – All gas produced goes to fill CLNE demand<br> – Enhances overall economics of RNG to CLNE<br>20<br>RNG supply<br>All roads lead to RNG<br> – RNG can serve multiple alternative fuel<br>solutions<br> – Further growth opportunities to CLNE<br>RNG 3rd party supply<br> – Our demand creates value for the supply side<br> – We see many deals due to our demand<br> – Leverage our CA network |
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| 21<br>Major energy partners<br>Up to $400 million of equity<br>for RNG investment<br>Largest shareholder of CLNE<br>$400M+ pipeline<br>$100 million of equity for<br>RNG investment<br>Joint marketing agreement<br>for RNG supply<br>$650M+ pipeline |
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| 2022E 2023E 2024E 2025E 2026E<br>In Construction LOI/Executed<br>In Negotiation Growth<br>RNG sources<br>Volume sales<br>(GGEs, millions)<br>Volume sales<br>(GGEs, millions)<br>Volume sales<br>(GGEs, millions)<br>2022E 2023E 2024E 2025E 2026E<br>CLNE Produced Dairy RNG<br>3rd Party Supply Contracts<br>194<br>268<br>351 379<br>474<br>2022E 2023E 2024E 2025E 2026E<br>194<br>260 297 297<br>369<br>CLNE produced<br>dairy RNG<br>3rd party supply<br>contracts<br>Total RNG supply<br>to CLNE network<br>8<br>54<br>82<br>105<br>0<br>22<br>= + |
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| 23<br>Where we are today:<br>RNG supply<br>Pipeline<br>Closed/In contract<br>50M<br>GGEs of investment<br>opportunities in 11 states<br>CLNE/JV Production |
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| 24<br>Millenkamp Dairy<br>On January 26, we announced an<br>exciting RNG project at the Millenkamp<br>Dairy in Southeastern Idaho<br>One of the largest dairy farms in the<br>United States<br>Expected to produce 5M GGEs annually<br>Part of BP Joint Venture |
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| 25<br>All roads lead to RNG<br>Hydrogen reformer<br>Station compression<br>Compressor<br>Hydrogen Electric RNG<br>Electric generation<br>RNG feedstock |
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| 26<br>Hydrogen station:<br>Foothill Transit<br>20-year relationship with one of<br>California’s largest transit agencies<br>Initially provided CNG, now RNG for<br>300 buses<br>Awarded Foothill’s first hydrogen station<br>for 20 fuel cell buses<br>Demonstrates importance of customer<br>relationship |
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| Who we are<br>Why RNG<br>What we can earn<br>RNG supply<br>RNG distribution<br>Financial summary<br>27 |
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| 28<br>Distribution<br>28<br>Fueling and customer network key to<br>monetizing supply of RNG<br>550+ station network—scale and<br>footprint advantage<br>Our portfolio of RNG volume<br>Growth drivers<br> – Trucking<br> – Customer optimization<br> – NG engine expansion and improvement<br>CA opportunity<br>Policy view |
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| Public<br>and private<br>stations<br>550+ Natural gas<br>fueling stations<br>29<br>Where we are:<br>distribution |
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| 30<br>Distribution<br>30<br>Fueling and customer network key to<br>monetizing supply of RNG<br>550+ station network—scale and<br>footprint advantage<br>Our portfolio of RNG volume<br>Growth drivers<br> – Trucking<br> – Customer optimization<br> – NG engine expansion and improvement<br>CA opportunity<br>Policy view |
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| CA<br>TX<br>NY<br>31<br>How much RNG we plan<br>to deliver in 2022<br>73% of vehicle fuel sold at Clean Energy’s<br>stations in 2020 was RNG<br>128M<br>GGEs<br>8M<br>GGEs<br>11M<br>GGEs<br>US total<br>194M<br>GGEs in 34 states<br>California New York Texas |
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| 32<br>Distribution<br>32<br>Fueling and customer network key to<br>monetizing supply of RNG<br>550+ station network—scale and<br>footprint advantage<br>Our portfolio of RNG volume<br>Growth drivers<br> – Trucking<br> – Customer optimization<br> – NG engine expansion and improvement<br>CA opportunity<br>Policy view |
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| 33<br>Distribution growth driver:<br>heavy-duty trucking sector<br>40B+ gallons per year<br>Sustainability goals increasing pressure<br>while time is of the essence<br>Large fleets create exponential growth<br> – 3000 units (one fleet) can be 45M<br>GGEs annually<br>Current trucking customers include:<br> – Amazon<br> – Estes<br> – UPS<br>Source: American Trucking Associations and internal data |
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| 34<br>Customer example<br>Switching just 10%<br>of their fleet from<br>diesel to RNG<br>50% reduction in<br>carbon emissions<br>from vehicles<br>Achieve carbon<br>emissions goals<br>in only 2.5 years = = |
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| 35<br>Distribution<br>35<br>Fueling and customer network key to<br>monetizing supply of RNG<br>550+ station network—scale and<br>footprint advantage<br>Our portfolio of RNG volume<br>Growth drivers<br> – Trucking<br> – Customer optimization<br> – NG engine expansion and improvement<br>CA opportunity<br>Policy view |
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| Transit<br> – LA Metro<br> – New York City MTA<br>36<br>Distribution growth driver:<br>optimization of existing customer base<br>Converting maintenance to fuel<br>Refuse<br> – Republic Services |
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| 37<br>Distribution<br>37<br>Fueling and customer network key to<br>monetizing supply of RNG<br>550+ station network—scale and<br>footprint advantage<br>Our portfolio of RNG volume<br>Growth drivers<br> – Trucking<br> – Customer optimization<br> – NG engine expansion and improvement<br>CA opportunity<br>Policy view |
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| 38<br>Distribution growth driver:<br>Near Zero NG engines<br>Expansion to 15-liter: “game changer”<br>per Cummins<br> – “Initial interest in the 15-liter natural<br>gas powertrain has far exceeded our<br>expectations” per Cummins<br> – 500hp, 1850 lb/ft torque, and weighs<br>about 500 lbs less than 15L diesel per<br>Cummins<br>Cummins engine<br> – Near Zero attributes<br> – Clean, quiet enhanced transmission<br>and 90% lower NOx<br>New 6.7 liter<br> – Key market segment: box truck |
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| 39<br>Distribution<br>39<br>Fueling and customer network key to<br>monetizing supply of RNG<br>550+ station network—scale and<br>footprint advantage<br>Our portfolio of RNG volume<br>Growth drivers<br> – Trucking<br> – Customer optimization<br> – NG engine expansion and improvement<br>CA opportunity<br>Policy view |
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| 40<br>CA opportunity<br>CA RNG Demand<br>Non-CA Network Dairy RNG<br>$13.00/GGE*<br>125M+<br>GGE<br>Landfill RNG<br>$4.20/GGE*<br>*gross values before value chain splits, CI–(354), RIN $2.85, LCFS $165.00, approximate values<br>As we increase the supply of<br>dairy RNG in CA, we will distribute<br>the landfill RNG to other states<br>Opportunity to enhance margins by<br>displacing LFG with dairy bio-gas |
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| 41<br>Distribution<br>41<br>Fueling and customer network key to<br>monetizing supply of RNG<br>550+ station network—scale and<br>footprint advantage<br>Our portfolio of RNG volume<br>Growth drivers<br> – Trucking<br> – Customer optimization<br> – NG engine expansion and improvement<br>CA opportunity<br>Policy view |
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| 42<br>Policy view<br>Adopted & in effect<br>California, Oregon, British Columbia<br>Other states targeted<br>Maryland, Michigan, Nebraska, New Jersey,<br>North Carolina, Pennsylvania, Wisconsin<br>Under study/in regulatory development<br>Canada Federal, Colorado, Illinois, Iowa<br>Nevada, Ohio<br>Legislation introduced<br>Massachusetts, Minnesota, New Mexico, New York<br>Approved<br>Washington State; expected effective date:<br>January 1, 2023<br>Clean fuels policies |
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| 43<br>Federal RIN outlook<br>Proposed RVO issued on December 7, 2021<br>Strong pricing fundamentals including<br> – Significant year over year targets<br>for cellulosic biofuels<br> – Strong anticipated cellulosic waiver<br>credit values<br> – Higher commodity prices pushing<br>D4/D5 values<br>*represents actual biofuels production<br>2020* 2021 2022<br>Cellulosic biofuel (M GGE) 347 422 524<br>Growth 22% 24%<br>Ruling further seeks comments on and<br>consideration for carryforward RINs<br>which is strongly supported by industry |
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| Who we are<br>Why RNG<br>What we can earn<br>RNG supply<br>RNG distribution<br>Financial summary<br>44 |
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| Volume<br>(GGEs, millions)<br>45<br>RNG drives increase volume, revenue<br>and EBTIDA<br> – Delivery volumes increase at a 13%<br>CAGR, while RNG supplied grows at 25%<br> – EBITDA increase driven by growth in<br>distribution margin & RNG supply<br>investment earnings<br>Financial summary<br>$65 $136<br>$290<br>$467<br>$555<br>2022E 2023E 2024E 2025E 2026E<br>Adjusted EBITDA<br>See the Appendix for a reconciliation of Adjusted EBITDA.<br>GAAP net income (loss)<br>2022E 2023E 2024E 2025E 2026E<br>$285<br>$171<br>($31) ($117) ($57)<br>454<br>547 610 684 741<br>2022E 2023E 2024E 2025E 2026E |
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| 46<br>Adjusted EBITDA bridge<br>Note: in millions<br>See the Appendix for a reconciliation of Adjusted EBITDA. |
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| Thank you<br>We turn sustainability goals into reality. |
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| Questions & Answers<br>Andrew J. Littlefair<br>President and CEO<br>Robert Vreeland<br>Chief Financial Officer<br>Will Flanagan<br>Vice President,<br>Strategic Development<br>RNG Investment<br>48 |
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| 49<br>Conference call information<br>(888) 985-1969 Participant toll-free<br>dial-in number:<br>(873) 415-0181 Participant international<br>dial-in number:<br>3562397 Conference ID: |
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| Appendix<br>50 |
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| 2022E 2023E 2024E 2025E 2026E<br>Volumes (GGEs) 454 547 610 684 741<br>Revenues $400 $484 $609 $780 $943<br>SG&A 101 118 125 138 152<br>GAAP net income (57) (117) (31) 171 285<br>Adjusted net income 8 9 114 276 355<br>Adjusted EBITDA 65 136 290 467 555<br>Cash flow from operations 57 75 127 169 239<br>Capex (71) (143) (75) (67) (49)<br>Investments RNG supply JVs (195) (432) (240) (238) (253)<br>Debt raise (reduction) 125 450 200 (125) (125)<br>Ending cash and investments $144 $80 $137 $88 $138<br>51<br>Financial metrics<br>Note: in millions |
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| 52<br>Adjusted EBITDA<br>reconciliation<br>2022E 2023E 2024E 2025E 2026E<br>Net income (loss) attributable to Clean Energy Fuels Corp. $ (57) $ (117) $ (31) $ 171 $ 285<br>Income tax expense 0 - - - -<br>Interest expense 9 46 62 57 48<br>Interest income (1) (1) (1) (1) (1)<br>Depreciation and amortization 49 66 70 74 76<br>Stock-based compensation 20 30 30 30 30<br>Amazon warrant charge 44 96 115 75 40<br>Depreciation and amortization at RNG JV included in equity earnings 17 45 61 77<br>Adjusted EBITDA Reconciliation (CLNE) $ 65 $ 136 $ 290 $ 467 $ 555<br>Adjusted EBITDA, which the Company presents as a non-GAAP<br>measure of its performance, is defined as net income (loss) attributable<br>to Clean Energy, plus (minus) income tax expense (benefit), plus<br>interest expense, minus interest income, plus depreciation and<br>amortization expense plus Amazon warrant charges, plus stock-based<br>compensation expense, plus (minus) loss (income) from SAFE&CEC<br>equity method investments, and plus (minus) any loss (gain) from<br>changes in the fair value of derivative instruments. The Company’s<br>management presents Adjusted EBITDA for the reasons discussed<br>above in slide 5 of this presentation.<br>The table below shows Adjusted EBITDA and also reconciles this<br>figure to GAAP net income (loss) attributable to Clean Energy:<br>Note: in millions |
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| 53<br>Adjusted EBITDA<br>reconciliation<br>2022E 2023E 2024E 2025E 2026E<br>Net income (loss) attributed to Clean Energy Fuels Corp. $ (3) $ (25) $ 32 $ 162 $ 173<br>Depreciation and amortization 0 17 45 61 77<br>Adjusted EBITDA Reconciliation (RNG Supply) $ (3) $ (8) $ 77 $ 223 $ 250<br>2022E 2023E 2024E 2025E 2026E<br>Net income (loss) attributed to Clean Energy Fuels Corp. $ (54) $ (93) $ (64) $ 9 $ 112<br>Income tax expense 0 0 0 0 0<br>Interest expense 9 46 62 57 48<br>Interest income (1) (1) (1) (1) (1)<br>Depreciation and amortization 49 66 70 74 76<br>Stock-based compensation 20 30 30 30 30<br>Amazon warrant charges 44 96 115 75 40<br>Adjusted EBITDA Reconciliation (Distribution) $ 68 $ 145 $ 213 $ 244 $ 305<br>Note: in millions |
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| 54<br>Adjusted net income (loss)<br>reconciliation<br>2022E 2023E 2024E 2025E 2026E<br>Net income (loss) attributed to Clean Energy Fuels Corp. $ (57) $ (117) $ (31) $ 171 $ 285<br>Amazon warrant charges 44 96 115 75 40<br>Stock-based compensation 20 30 30 30 30<br>Adjusted Net Income (Loss) (CLNE) $ 8 $ 9 $ 114 $ 276 $ 355<br>Adjusted Net income (loss), which the Company presents as a non-GAAP measure of<br>its performance, is defined as net income (loss) attributable to Clean Energy Fuels<br>Corp., plus Amazon warrant charges, plus stock-based compensation expense, plus<br>(minus) loss (income) from the SAFE&CEC S.r.l. equity method investment, and plus<br>(minus) any loss (gain) from changes in the fair value of derivative instruments. The<br>Company's management presents Adjusted Net Income (Loss) for the reasons<br>discussed above in slide 5 of this presentation.<br>Note: in millions |
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