CLNE 10-Q

Clean Energy Fuels Corp. (CLNE)

10-Q 2024-08-07 For: 2024-06-30

View Original

Added on April 08, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

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	33
Item 3.—Quantitative and Qualitative Disclosures about Market Risk	45
Item 4.—Controls and Procedures	46

PART II.—OTHER INFORMATION	47
Item 1.—Legal Proceedings	47
Item 1A.—Risk Factors	47
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	60


	December 31,		June 30,
	2023		2024
Assets
Current assets:
Cash, cash equivalents and current portion of restricted cash	$	106,963	$	125,142
Short-term investments		158,186		126,212
Accounts receivable, net of allowance of $1,475 and $1,643 as of December 31, 2023 and June 30, 2024, respectively		98,426		92,108
Other receivables		19,770		25,041
Inventory		45,335		49,406
Prepaid expenses and other current assets		41,495		32,975
Total current assets		470,175		450,884
Operating lease right-of-use assets		92,324		99,673
Land, property and equipment, net		331,758		340,278
Notes receivable and other long-term assets, net		35,735		34,501
Investments in other entities		258,773		250,257
Goodwill		64,328		64,328
Intangible assets, net		6,365		6,365
Total assets	$	1,259,458	$	1,246,286
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of debt	$	38	$	43
Current portion of finance lease obligations		1,758		1,923
Current portion of operating lease obligations		6,687		7,678
Accounts payable		56,995		33,842
Accrued liabilities		91,534		91,158
Deferred revenue		4,936		7,794
Derivative liabilities, related party		1,875		—
Total current liabilities		163,823		142,438
Long-term portion of debt		261,123		262,912
Long-term portion of finance lease obligations		1,839		1,534
Long-term portion of operating lease obligations		89,065		96,962
Other long-term liabilities		9,961		12,869
Total liabilities		525,811		516,715
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. 454,000,000 shares authorized; 223,026,966 shares and 223,332,502 shares issued and outstanding as of December 31, 2023 and June 30, 2024, respectively		22		22
Additional paid-in capital		1,658,339		1,690,762
Accumulated deficit		(929,472)		(964,208)
Accumulated other comprehensive loss		(2,119)		(3,535)
Total Clean Energy Fuels Corp. stockholders’ equity		726,770		723,041
Noncontrolling interest in subsidiary		6,877		6,530
Total stockholders’ equity		733,647		729,571
Total liabilities and stockholders’ equity	$	1,259,458	$	1,246,286


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2024		2023		2024
Revenue:
Product revenue	$	75,629	$	82,960	$	195,356	$	172,374
Service revenue		14,919		14,994		27,375		29,289
Total revenue		90,548		97,954		222,731		201,663
Operating expenses:
Cost of sales (exclusive of depreciation and amortization shown separately below):
Product cost of sales		55,570		53,914		175,228		120,339
Service cost of sales		8,592		10,026		16,202		19,202
Selling, general and administrative		28,548		28,342		58,197		54,579
Depreciation and amortization		10,893		11,264		21,571		22,446
Total operating expenses		103,603		103,546		271,198		216,566
Operating loss		(13,055)		(5,592)		(48,467)		(14,903)
Interest expense		(4,365)		(7,921)		(8,719)		(15,683)
Interest income		2,766		3,639		5,483		7,218
Other income (expense), net		28		(40)		71		58
Loss from equity method investments		(1,915)		(5,795)		(3,805)		(11,193)
Loss before income taxes		(16,541)		(15,709)		(55,437)		(34,503)
Income tax (expense) benefit		55		(758)		119		(580)
Net loss		(16,486)		(16,467)		(55,318)		(35,083)
Loss attributable to noncontrolling interest		185		174		320		347
Net loss attributable to Clean Energy Fuels Corp.	$	(16,301)	$	(16,293)	$	(54,998)	$	(34,736)
Net loss attributable to Clean Energy Fuels Corp. per share:
Basic and diluted	$	(0.07)	$	(0.07)	$	(0.25)	$	(0.16)
Weighted-average common shares outstanding:
Basic and diluted		222,908,402		223,289,936		222,813,286		223,250,123


	Clean Energy Fuels Corp.				Noncontrolling Interest				Total
	Three Months Ended				Three Months Ended				Three Months Ended
	June 30,				June 30,				June 30,
	2023		2024		2023		2024		2023		2024
Net loss	$	(16,301)	$	(16,293)	$	(185)	$	(174)	$	(16,486)	$	(16,467)

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net of $0 tax in 2023 and 2024		585		(527)		—		—		585		(527)
Unrealized gains (losses) on available-for-sale securities, net of $0 tax in 2023 and 2024		1,113		(14)		—		—		1,113		(14)
Total other comprehensive income (loss)		1,698		(541)		—		—		1,698		(541)
Comprehensive loss	$	(14,603)	$	(16,834)	$	(185)	$	(174)	$	(14,788)	$	(17,008)


								Accumulated
				Additional				Other		Noncontrolling		Total
	Common Stock			Paid-In		Accumulated		Comprehensive		Interest in		Stockholders’
	Shares	Amount		Capital		Deficit		Loss		Subsidiary		Equity
Balance, December 31, 2022	222,437,429	$	22	$	1,553,668	$	(829,975)	$	(3,722)	$	7,478	$	727,471
Issuance of common stock	470,351		—		332		—		—		—		332
Shares withheld related to net share settlement	—		—		(175)		—		—		—		(175)
Stock-based compensation	—		—		6,096		—		—		—		6,096
Stock-based sales incentive charges	—		—		8,172		—		—		—		8,172
Net loss	—		—		—		(38,697)		—		(135)		(38,832)
Other comprehensive income	—		—		—		—		705		—		705
Balance, March 31, 2023	222,907,780		22		1,568,093		(868,672)		(3,017)		7,343		703,769
Issuance of common stock	2,277		—		3		—		—		—		3
Stock-based compensation	—		—		6,093		—		—		—		6,093
Stock-based sales incentive charges	—		—		7,820		—		—		—		7,820
Net loss	—		—		—		(16,301)		—		(185)		(16,486)
Other comprehensive income	—		—		—		—		1,698		—		1,698
Balance, June 30, 2023	222,910,057	$	22	$	1,582,009	$	(884,973)	$	(1,319)	$	7,158	$	702,897


		Six Months Ended June 30,
	2023		2024
Cash flows from operating activities:
Net loss	$	(55,318)	$	(35,083)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		21,571		22,446
Provision for credit losses and inventory		1,006		628
Stock-based compensation expense		12,189		5,491
Stock-based sales incentive charges		27,652		26,976
Change in fair value of derivative instruments		(1,068)		(1,683)
Amortization of discount, debt issuance cost and Section 30C tax credit		(2,190)		(1,239)
Loss (gain) on disposal of property and equipment		(101)		497
Asset impairments and other charges		333		—
Loss from equity method investments		3,805		11,193
Non-cash lease expense		2,919		4,516
Deferred income taxes		(165)		534
Accretion of ARO liabilities		149		180
Changes in operating assets and liabilities:
Accounts and other receivables		16,518		4,177
Inventory		(3,489)		(4,714)
Prepaid expenses and other assets		(6,956)		5,599
Operating lease liabilities		(2,075)		(2,977)
Accounts payable		(6,351)		(17,276)
Deferred revenue		(1,050)		2,820
Accrued liabilities and other		(14,341)		(730)
Net cash provided by (used in) operating activities		(6,962)		21,355
Cash flows from investing activities:
Purchases of short-term investments		(186,273)		(408,899)
Maturities and sales of short-term investments		190,500		444,337
Payment and deposits on equipment and manure rights for ADG RNG production projects		(15,080)		(4,259)
Purchases of and deposits on property and equipment		(42,754)		(32,147)
Grant proceeds for capital projects		1,947		952
Proceeds received for joint development and construction of station projects		1,172		1,028
Disbursements for loans receivable		(2,340)		(5,397)
Proceeds from paydowns, maturities, and sales of loans receivable		1,612		272
Investments in other entities		(5,500)		(165)
Advance to DR JV		(5,500)		—
Proceeds from settlement of insurance claims		—		314
Proceeds from disposal of property and equipment		198		42
Net cash (used in) investing activities		(62,018)		(3,922)
Cash flows from financing activities:
Issuance of common stock		335		36
Payment of tax withholdings on net settlement of equity awards		(175)		(304)
Fees paid for lender and debt issuance costs		(1,440)		(845)
Proceeds for Adopt-A-Port program		150		3,390
Repayment of proceeds for Adopt-A-Port program		(705)		(792)
Proceeds from debt instruments		255		—
Repayments of debt instruments and finance lease obligations		(612)		(625)
Net cash provided by (used in) financing activities		(2,192)		860
Effect of exchange rates on cash, cash equivalents and restricted cash		384		(114)
Net increase (decrease) in cash, cash equivalents and restricted cash		(70,788)		18,179
Cash, cash equivalents and restricted cash, beginning of period		125,950		106,963
Cash, cash equivalents and restricted cash, end of period	$	55,162	$	125,142
Supplemental disclosure of cash flow information:
Income taxes paid	$	57	$	48
Interest paid, net of $581 and $1,229 capitalized, respectively	$	8,279	$	13,216


			Gross
	Amortized		Unrealized		Estimated
	Cost		Gain (Loss)		Fair Value
U.S. government securities	$	157,628	$	28	$	157,656
Certificates of deposit		530		—		530
Total short-term investments	$	158,158	$	28	$	158,186


	Gross Amounts		Gross Amounts		Net Amount
	Recognized		Offset		Presented
Assets:
Fueling agreements:
Prepaid expenses and other current assets	$	2,593	$	—	$	2,593
Notes receivable and other long-term assets, net		2,035		—		2,035
Total derivative assets	$	4,628	$	—	$	4,628
Liabilities:
Commodity swaps:
Current portion of derivative liabilities, related party	$	1,875	$	—	$	1,875
Total derivative liabilities	$	1,875	$	—	$	1,875


	December 31, 2023			June 30, 2024
	Volumes	Weighted-Average Price per		Volumes	Weighted-Average Price per
Year	(Diesel Gallons)	Diesel Gallon		(Diesel Gallons)	Diesel Gallon
2024	1,875,000	$	3.18	—	$	—


	December 31, 2023
Significant Unobservable Inputs	Input Range	Weighted Average
ULSD Gulf Coast Forward Curve	$1.97 - $2.27	$	2.15
Historical Differential to PADD 3 Diesel	$0.92 - $1.62	$	1.16
Historical Differential to PADD 5 Diesel	$1.89 - $3.16	$	2.48


Significant Unobservable Inputs		June 30, 2024
Risk-free interest rate		5.16%
Credit adjustment		11.34%
Credit adjusted discount rate		16.50%


	December 31, 2023		Level 1		Level 2		Level 3
Assets:
Available-for-sale securities:
U.S. government securities⁽¹⁾	$	157,656	$	157,656	$	—	$	—
Convertible promissory notes⁽⁴⁾		2,330		—		—		2,330
Certificates of deposit ⁽¹⁾		530		—		530		—
Embedded derivatives ⁽³⁾		4,628		—		—		4,628
Liabilities:
Commodity swap contracts ⁽²⁾	$	1,875	$	—	$	—	$	1,875


	Assets:		Assets:		Assets:		Liabilities:		Liabilities:
	Commodity		Embedded		Convertible		Commodity		Embedded
	Swap Contracts		Derivatives		Promissory Note		Swap Contracts		Derivatives
Balance as of March 31, 2023	$	—	$	4,949	$	3,048	$	(3,875)	$	(696)
Settlements, net		—		—		—		1,441		—
Total gain (loss)		—		1,888		889		(345)		616
Purchases		—		—		1,268		—		—
Equity method investment loss⁽¹⁾		—		—		(910)		—		—
Balance as of June 30, 2023	$	—	$	6,837	$	4,295	$	(2,779)	$	(80)

Balance as of March 31, 2024	$	—	$	5,252	$	4,744	$	(877)	$	—
Settlements, net		—		—		—		873		—
Total gain (loss)		—		(816)		—		4		—
Purchases		—		—		2,072		—		—
Equity method investment loss⁽¹⁾		—		—		(1,356)		—		—
Balance as of June 30, 2024	$	—	$	4,436	$	5,460	$	—	$	—

Change in unrealized gain (loss) for the three months ended June 30, 2023 included in earnings	$	—	$	1,888	$	—	$	1,096	$	616
Change in unrealized gain (loss) for the three months ended June 30, 2024 included in earnings	$	—	$	(816)	$	—	$	877	$	—
Change in unrealized gain (loss) for the three months ended June 30, 2023 included in other comprehensive income (loss)	$	—	$	—	$	889	$	—	$	—
Change in unrealized gain (loss) for the three months ended June 30, 2024 included in other comprehensive income (loss)	$	—	$	—	$	—	$	—	$	—


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2024		2023		2024
Product revenue:
Volume-related
Fuel sales^{(1) (3)}	$	53,267	$	57,398	$	160,162	$	125,601
Change in fair value of derivative instruments⁽²⁾		3,600		61		1,068		1,683
RIN Credits		5,377		9,523		9,880		18,335
LCFS Credits		2,474		4,319		4,772		4,155
AFTC ⁽⁴⁾		5,059		6,003		9,555		11,360
Total volume-related product revenue		69,777		77,304		185,437		161,134
Station construction sales		5,852		5,656		9,919		11,240
Total product revenue		75,629		82,960		195,356		172,374
Service revenue:
Volume-related, O&M services		13,913		14,422		25,957		28,157
Other services		1,006		572		1,418		1,132
Total service revenue		14,919		14,994		27,375		29,289
Total revenue	$	90,548	$	97,954	$	222,731	$	201,663


	Net Carrying		Estimated
	Amounts		Fair Value
Stonepeak Term Loan	$	260,906	$	253,303
Other Debt		255		255
Total Debt	$	261,161	$	253,558


	Net Carrying		Estimated
	Amounts		Fair Value
Stonepeak Term Loan	$	262,734	$	243,848
Other Debt		221		221
Total Debt	$	262,955	$	244,069


	December 31,		June 30,
	2023		2024
Loans to customers to finance vehicle purchases	$	194	$	78
Accrued customer billings		5,566		4,886
Fuel tax credits		8,876		12,685
Other		5,134		7,392
Total other receivables	$	19,770	$	25,041


	December 31, 2023
			Unamortized Debt		Balance, Net of
	Principal Balance		Financing Costs		Financing Costs
Stonepeak Term Loan	$	300,000	$	39,094	$	260,906
Other debt		255		—		255
Total debt		300,255		39,094		261,161
Less amounts due within one year		(38)		—		(38)
Total long-term debt	$	300,217	$	39,094	$	261,123


		Warrant
		Shares
Outstanding and unvested as of December 31, 2023		37,613,035
Granted		—
Vested		(3,526,224)
Outstanding and unvested as of June 30, 2024		34,086,811


		Warrant
		Shares
Outstanding and unexercised as of December 31, 2023		20,000,000
Granted		17,040
Exercised		—
Outstanding and unexercised as of June 30, 2024		20,017,040


Fiscal Year:
Remainder of 2024	$	481
2025		962
2026		985
2027		1,105
2028		515
Thereafter		703
Total minimum lease payments		4,751
Less amount representing interest		(925)
Present value of lease receivables	$	3,826


	Year Ended						Three Months Ended				Six Months Ended
Fuel volume, GGEs⁽¹⁾ sold (in millions),	December 31,						June 30,				June 30,
correlating to total volume-related product revenue	2021		2022		2023		2023		2024		2023		2024
RNG		167.0		198.2		225.7		58.6		57.1		112.0		115.1
Conventional natural gas		78.8		69.6		62.5		14.1		13.3		29.5		30.3
Total fuel volume		245.8		267.8		288.2		72.7		70.4		141.5		145.4

Exhibit Number		Description
10.1*#		Successor Agent Agreement and First Amendment to Senior Secured First Lien Term Loan Agreement, dated March 22, 2024, among Clean Energy, the other Loan Parties party thereto, Stonepeak CLNE-L Holdings LP, Alter Domus Products Corp. and the Lenders party thereto.
10.2*#		Limited Consent and Second Amendment to Senior Secured First Lien Term Loan Credit Agreement, dated May 8, 2024, among Clean Energy, Clean Energy Fuels Corp., the Subsidiary Guarantors, Alter Domus Products Corp., and the Lenders thereto.
10.3*#		Limited Consent and Third Amendment to Senior Secured First Lien Term Loan Credit Agreement, dated July 22, 2024, among Clean Energy, Clean Energy Fuels Corp., the Subsidiary Guarantors, Alter Domus Products Corp., and the Lenders thereto.
10.4+		Clean Energy Fuels Corp. 2024 Performance Incentive Plan (incorporated by reference to Annex A to the Proxy Statement on Schedule 14A, filed on April 4, 2024 (File No. 001-33480)).
10.5*+		Clean Energy Fuels Corp. 2024 Performance Incentive Plan – Form of Option Agreement (Director).
10.6*+		Clean Energy Fuels Corp. 2024 Performance Incentive Plan – Form of Option Agreement (Executive).
10.7*+		Clean Energy Fuels Corp. 2024 Performance Incentive Plan – Form of Option Agreement (Non-Executive).
10.8*+		Clean Energy Fuels Corp. 2024 Performance Incentive Plan – Form of RSU Grant Agreement (Director).
10.9*+		Clean Energy Fuels Corp. 2024 Performance Incentive Plan – Form of RSU Grant Agreement (Executive).
10.10*+		Clean Energy Fuels Corp. 2024 Performance Incentive Plan – Form of RSU Grant Agreement (Non-Executive).
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, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language):
		(i) Condensed Consolidated Balance Sheets as of December 31, 2023 and June 30, 2024;
		(ii) Condensed Consolidated Statements of Operations for the Three and Six months Ended June 30, 2023 and 2024;
		(iii) Condensed Consolidated Statements of Comprehensive Loss for the Three and Six months Ended June 30, 2023 and 2024;
		(iv) Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six months Ended June 30, 2023 and 2024;
		(v) Condensed Consolidated Statements of Cash Flows for the Six months Ended June 30, 2023 and 2024; 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 7, 2024	By:	/s/ ROBERT M. VREELAND
		Robert M. Vreeland
		Chief Financial Officer (Principal financial officer and duly authorized to sign on behalf of the registrant)