Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Feb. 19, 2015 | Jun. 30, 2014 | |
Document and Entity Information | |||
Entity Registrant Name | Clean Energy Fuels Corp. | ||
Entity Central Index Key | 1368265 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $773,993,465 | ||
Entity Common Stock, Shares Outstanding | 90,363,353 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $92,381 | $240,033 |
Restricted cash | 6,012 | 8,403 |
Short-term investments | 122,546 | 138,240 |
Accounts receivable, net of allowance for doubtful accounts of $832 and $752 as of December 31, 2013 and December 30, 2014, respectively | 81,970 | 53,473 |
Other receivables | 56,223 | 26,285 |
Inventory | 34,696 | 33,822 |
Prepaid expenses and other current assets | 19,811 | 20,840 |
Total current assets | 413,639 | 521,096 |
Land, property and equipment, net | 514,269 | 487,854 |
Notes receivable and other long-term assets, net | 71,904 | 73,697 |
Investments in other entities | 6,510 | |
Goodwill | 98,726 | 88,548 |
Intangible assets, net | 55,361 | 79,770 |
Total assets | 1,160,409 | 1,250,965 |
Current liabilities: | ||
Current portion of long-term debt and capital lease obligations | 4,846 | 23,401 |
Accounts payable | 43,922 | 33,541 |
Accrued liabilities | 56,760 | 46,745 |
Deferred revenue | 14,683 | 16,419 |
Total current liabilities | 120,211 | 120,106 |
Long-term debt and capital lease obligations, less current portion | 500,824 | 532,017 |
Long-term debt, related party | 65,000 | 65,000 |
Other long-term liabilities | 9,339 | 15,304 |
Total liabilities | 695,374 | 732,427 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value. Authorized 1,000,000 shares; issued and outstanding no shares | ||
Common stock, $0.0001 par value. Authorized 149,000,000 shares, issued and outstanding 89,364,397 shares at December 31, 2013; authorized 224,000,000 shares, issued and outstanding 90,203,344 shares at December 31, 2014 | 9 | 9 |
Additional paid-in capital | 898,106 | 883,045 |
Accumulated deficit | -457,441 | -367,782 |
Accumulated other comprehensive income (loss) | -3,248 | -700 |
Total Clean Energy Fuels Corp. stockholders' equity | 437,426 | 514,572 |
Noncontrolling interest in subsidiary | 27,609 | 3,966 |
Total stockholders' equity | 465,035 | 518,538 |
Total liabilities and stockholders' equity | $1,160,409 | $1,250,965 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $752 | $832 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, Authorized shares | 1,000,000 | 1,000,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, Authorized shares | 224,000,000 | 149,000,000 |
Common stock, issued shares | 90,203,344 | 89,364,397 |
Common stock, outstanding shares | 90,203,344 | 89,364,397 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenue: | |||
Product revenues | $380,199 | $310,813 | $293,777 |
Service revenues | 48,741 | 41,662 | 40,231 |
Total revenue | 428,940 | 352,475 | 334,008 |
Cost of sales (exclusive of depreciation and amortization shown separately below): | |||
Product cost of sales | 291,462 | 213,593 | 236,471 |
Service cost of sales | 17,325 | 11,169 | 17,213 |
Derivative gains: | |||
Series I warrant valuation | -5,748 | -938 | -3,391 |
Selling, general and administrative | 126,435 | 138,024 | 117,976 |
Depreciation and amortization | 49,058 | 42,318 | 36,261 |
Impairment of long-lived assets | 4,772 | ||
Total operating expenses | 483,304 | 404,166 | 404,530 |
Operating loss | -54,364 | -51,691 | -70,522 |
Interest expense, net | -44,357 | -29,287 | -16,069 |
Other income (expense), net | -2,571 | -970 | 1,236 |
Impairment of cost method investment | -14,544 | ||
Income (loss) from equity method investments | -490 | -76 | 331 |
Gain from sale of equity method investment | 4,705 | ||
Gain from sale of subsidiary | 11,998 | 14,115 | |
Loss before income taxes | -89,784 | -63,204 | -99,568 |
Income tax (expense) benefit | -1,075 | -3,715 | -1,294 |
Net loss | -90,859 | -66,919 | -100,862 |
Loss (income) of noncontrolling interest | 1,200 | -49 | -393 |
Net loss attributable to Clean Energy Fuels Corp. | ($89,659) | ($66,968) | ($101,255) |
Loss per share: | |||
Basic and diluted (in dollars per share) | ($0.96) | ($0.71) | ($1.16) |
Weighted average common shares outstanding: | |||
Basic and diluted (in shares) | 93,678,432 | 93,958,758 | 87,455,073 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Net income (loss) | ($90,859) | ($66,919) | ($100,862) |
Other comprehensive income, net of tax: | |||
Foreign currency translation adjustments | -7,958 | -1,680 | 4,030 |
Foreign currency adjustments on intra-entity long-term investments | 4,866 | -4,834 | 1,218 |
Unrealized gains (losses) on available-for sale securities | 544 | -445 | -32 |
Unrecognized gains on derivatives | 108 | 2,151 | |
Total other comprehensive income (loss), net of tax | -2,548 | -6,851 | 7,367 |
Comprehensive income (loss) | -93,407 | -73,770 | -93,495 |
Clean Energy Fuels Corp | |||
Net income (loss) | -89,659 | -66,968 | -101,255 |
Other comprehensive income, net of tax: | |||
Foreign currency translation adjustments | -7,958 | -1,680 | 4,030 |
Foreign currency adjustments on intra-entity long-term investments | 4,866 | -4,834 | 1,218 |
Unrealized gains (losses) on available-for sale securities | 544 | -445 | -32 |
Unrecognized gains on derivatives | 108 | 2,151 | |
Total other comprehensive income (loss), net of tax | -2,548 | -6,851 | 7,367 |
Comprehensive income (loss) | -92,207 | -73,819 | -93,888 |
Noncontrolling Interest in Subsidiary | |||
Net income (loss) | -1,200 | 49 | 393 |
Other comprehensive income, net of tax: | |||
Comprehensive income (loss) | ($1,200) | $49 | $393 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Common stock | Additional-Paid In Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest in Subsidiary | Total |
In Thousands, except Share data, unless otherwise specified | ||||||
Balance at Dec. 31, 2011 | $9 | $741,650 | ($199,559) | ($1,216) | $3,524 | $544,408 |
Balance (in shares) at Dec. 31, 2011 | 85,433,258 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock upon exercise of options | 8,969 | 8,969 | ||||
Issuance of common stock upon exercise of options (in shares) | 1,568,480 | |||||
Issuance of common stock, net of offering costs | 8,503 | 8,503 | ||||
Issuance of common stock, net of offering costs (in shares) | 632,740 | |||||
Issuance of warrants in connection with the Credit Agreement | 56,158 | 56,158 | ||||
Stock-based compensation | 22,087 | 22,087 | ||||
Net income (loss) | -101,255 | 393 | -100,862 | |||
Accumulated other comprehensive income (loss) | 7,367 | 7,367 | ||||
Balance at Dec. 31, 2012 | 9 | 837,367 | -300,814 | 6,151 | 3,917 | 546,630 |
Balance (in shares) at Dec. 31, 2012 | 87,634,478 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock upon exercise of options | 677 | 677 | ||||
Issuance of common stock upon exercise of options (in shares) | 119,349 | |||||
Issuance of common stock, net of offering costs | 21,993 | 21,993 | ||||
Issuance of common stock, net of offering costs (in shares) | 1,610,570 | |||||
Stock-based compensation | 23,008 | 23,008 | ||||
Net income (loss) | -66,968 | 49 | -66,919 | |||
Accumulated other comprehensive income (loss) | -6,851 | -6,851 | ||||
Balance at Dec. 31, 2013 | 9 | 883,045 | -367,782 | -700 | 3,966 | 518,538 |
Balance (in shares) at Dec. 31, 2013 | 89,364,397 | 89,364,397 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock upon exercise of options | 1,771 | 1,771 | ||||
Issuance of common stock upon exercise of options (in shares) | 483,863 | |||||
Issuance of common stock in connection with ESPP | 529 | 529 | ||||
Issuance of common stock in connection with ESPP (in shares) | 35,745 | |||||
Issuance of common stock, net of offering costs | 3,750 | 3,750 | ||||
Issuance of common stock, net of offering costs (in shares) | 319,339 | |||||
Exercise of additional membership interest in subsidiary | 2,363 | 2,363 | ||||
Stock-based compensation | 11,514 | 11,514 | ||||
Foreign currency adjustments on intra-entity long-term investments converted to equity | -4,866 | -4,866 | ||||
Acquisition of non-controlling interest in subsidiary | 28,075 | 28,075 | ||||
Sale of non-controlling interest in subsidiary | -3,232 | -3,232 | ||||
Net income (loss) | -89,659 | -1,200 | -90,859 | |||
Accumulated other comprehensive income (loss) | -2,548 | -2,548 | ||||
Balance at Dec. 31, 2014 | $9 | $898,106 | ($457,441) | ($3,248) | $27,609 | $465,035 |
Balance (in shares) at Dec. 31, 2014 | 90,203,344 | 90,203,344 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net loss | ($90,859) | ($66,919) | ($100,862) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 49,058 | 42,318 | 36,261 |
Impairment of cost method investment | 14,544 | ||
Provision for doubtful accounts and notes | 1,277 | 1,962 | 1,358 |
Series I warrant valuation | -5,748 | -938 | -3,391 |
Stock-based compensation expense | 11,514 | 23,008 | 22,087 |
Amortization of debt issuance cost | 4,194 | 1,662 | 551 |
Accretion of notes payable | 412 | 1,140 | 2,016 |
Gain on sale of equity method investment | -4,705 | ||
Dividend received on equity method investment | 1,091 | ||
Long-lived intangible impairment | 4,772 | ||
Gain on sale of subsidiary | -11,998 | -14,115 | |
Gain on contingent consideration for acquisitions | -208 | -1,132 | -4,112 |
Changes in operating assets and liabilities, net of assets and liabilities acquired: | |||
Accounts and other receivables | -55,573 | -441 | 1,832 |
Inventory | -979 | -637 | -1,879 |
Margin deposits on futures contracts | 3,000 | ||
Prepaid expenses and other assets | 1,361 | 579 | 4,201 |
Accounts payable | 9,126 | -6,962 | -328 |
Accrued expenses and other | 7,646 | 19,395 | 4,966 |
Net cash used in operating activities | -76,005 | -4,694 | -19,756 |
Cash flows from investing activities: | |||
Purchases of short-term investments | -157,629 | -170,935 | -55,062 |
Maturities and sales of short-term investments | 171,902 | 93,289 | 49,504 |
Purchases of property and equipment | -86,235 | -86,730 | -192,894 |
Loans made to customers | -9,140 | -3,950 | -10,521 |
Payments on and proceeds from sales of loans receivable | 6,580 | 4,153 | 8,251 |
Restricted cash | -3,567 | 13,250 | 37,943 |
Cash received with sale of subsidiary, net of cash transferred | 39,760 | -1,178 | |
Deposits on equipment | -2,393 | ||
Investments in other entities | -6,634 | -1,437 | |
Proceeds from sale of equity method investment | 6,119 | ||
Acquisitions, net of cash acquired | 467 | -9,000 | 269 |
Net cash used in investing activities | -46,889 | -154,982 | -163,947 |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock and exercise of stock options | 2,300 | 677 | 8,969 |
Proceeds from debt instruments | 12,778 | 300,559 | 50,612 |
Proceeds from debt, related party | 15,000 | ||
Proceeds from revolving line of credit | 34,607 | 31,527 | 39,164 |
Proceeds from exercise of additional membership interest in subsidiary | 6,992 | ||
Repayment of borrowings under revolving line of credit | -40,354 | -37,767 | -34,735 |
Repayment of capital lease obligations and debt instruments | -41,036 | -10,147 | -10,040 |
Contingent consideration paid relating to business acquisitions | -176 | -350 | |
Payment for debt issuance costs | -896 | -9,130 | |
Net cash provided (used) by financing activities | -25,785 | 290,719 | 53,620 |
Effect of exchange rates on cash and cash equivalents | 1,027 | 468 | 480 |
Net increase (decrease) in cash and cash equivalents | -147,652 | 131,511 | -129,603 |
Cash and cash equivalents, beginning of year | 240,033 | 108,522 | 238,125 |
Cash and cash equivalents, end of year | 92,381 | 240,033 | 108,522 |
Supplemental disclosure of cash flow information: | |||
Income taxes paid | 943 | 2,228 | 1,160 |
Interest paid, net of $6,304, $2,517 and $3,160 capitalized, respectively | $39,224 | $22,110 | $13,994 |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Condensed Consolidated Statements of Cash Flows | |||
Interest paid, capitalized | $3,160 | $2,517 | $6,304 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Summary of Significant Accounting Policies | |||||||||||
Summary of Significant Accounting Policies | (1) Summary of Significant Accounting Policies | ||||||||||
The Company | |||||||||||
Clean Energy Fuels Corp., together with its majority and wholly owned subsidiaries (hereinafter collectively referred to as the "Company," unless the context of the use of the term indicates or requires otherwise) is engaged in the business of selling natural gas fueling solutions to its customers, primarily in the United States and Canada. | |||||||||||
The Company has a broad customer base in a variety of markets, including trucking, airports, taxis, refuse, ready mix, and public transit. The Company owns, operates, maintains and/or supplies over 540 natural gas fueling stations within the United States and Canada. The Company generates revenue through selling compressed natural gas ("CNG") and liquefied natural gas ("LNG"), providing operation and maintenance ("O&M") services to customers, building and selling natural gas fueling stations to customers, manufacturing and servicing non-lubricated natural gas fueling compressors and other equipment for CNG and LNG fueling stations, offering assessment, design and modification solutions to provide operators with code-compliant service and maintenance facilities for natural gas vehicle fleets, processing and selling renewable natural gas ("RNG"), financing customers' vehicle purchases and selling tradable credits the Company generates by selling natural gas and RNG as a vehicle fuel, including credits ("LCFS Credits") under the California low carbon fuel standard and Renewable Identification Numbers ("RIN Credits") under the federal Renewable Fuel Standard Phase 2. In addition, through June 28, 2013, the Company provided natural gas vehicle conversions and design and engineering services for natural gas engine systems (see note 2). | |||||||||||
Basis of Presentation | |||||||||||
The consolidated financial statements include the accounts of the Company and its subsidiaries, and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company's financial position, results of operations and cash flows in accordance with U.S. generally accepted accounting principles ("US GAAP"). All intercompany accounts and transactions have been eliminated in consolidation. | |||||||||||
Use of Estimates | |||||||||||
The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and revenues and expenses recorded during the reporting periods. Actual results could differ from those estimates. Significant estimates made in preparing the consolidated financial statements include (but are not limited to) those related to revenue recognition, warranty reserves, goodwill and long-lived intangible asset valuations and impairment assessments, income tax valuations, and stock-based compensation expenses. | |||||||||||
Cash and Cash Equivalents | |||||||||||
The Company considers all highly liquid investments with maturities of three months or less on the date of acquisition to be cash equivalents. | |||||||||||
Fair Value of Financial Instruments | |||||||||||
The carrying values of the Company's financial instruments, including cash and cash equivalents, short-term investments, accounts and other receivables, notes receivable, accounts payable, accrued expenses and other current liabilities, capital lease obligations and notes payable approximate fair value. | |||||||||||
Inventories | |||||||||||
Inventory consists of work in process and finished goods and is stated at the lower of cost (first-in, first-out) or market. The Company writes down the carrying value of its inventory to net realizable value for estimated obsolescence or unmarketable inventory in an amount equal to the difference between the cost of inventory and its estimated realizable value based upon assumptions about future demand and market conditions, among other factors. | |||||||||||
Inventories consisted of the following as of December 31, 2013 and 2014: | |||||||||||
2013 | 2014 | ||||||||||
Raw materials and spare parts | $ | 30,521 | $ | 31,389 | |||||||
Work in process | 3,011 | 3,292 | |||||||||
Finished goods | 290 | 15 | |||||||||
| | | | | | | | ||||
Total | $ | 33,822 | $ | 34,696 | |||||||
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Property and Equipment | |||||||||||
Property and equipment are recorded at cost. Depreciation and amortization are recognized over the estimated useful lives of the assets using the straight-line method. The estimated useful lives of depreciable assets are 20 years for LNG liquefaction plant assets, 10 years for station equipment and LNG trailers, and three to seven years for all other depreciable assets. Leasehold improvements are amortized over the shorter of their estimated useful lives or related lease terms. Periodically, the Company receives grant funding to assist in the financing of natural gas fueling station construction. The Company records the grant proceeds as a reduction of the cost of the respective asset. Total grant proceeds received were approximately $5,908, $3,114, and $959 for the years ended December 31, 2012, 2013, and 2014 respectively. | |||||||||||
Long-Lived Assets | |||||||||||
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to future net undiscounted cash flows expected to be generated by the asset or asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. | |||||||||||
Goodwill and Intangible Assets | |||||||||||
Goodwill represents the excess of costs incurred over the fair value of the net assets of acquired businesses. Goodwill and intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized. The Company assesses its goodwill and indefinite lived intangible assets for impairment annually on October 1, or more frequently if a triggering event occurs between impairment testing dates. The Company's impairment assessment begins with a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. The qualitative assessment includes assessing the potential impact on a reporting unit's fair value of certain events and circumstances, including the Company's market capitalization value, macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity-specific events. If it is determined, based upon the qualitative assessment, that it is more likely than not that the reporting unit's fair value is less than its carrying amount, then a two-step quantitative impairment test is performed. A qualitative assessment is an option available on an individual reporting unit basis and is an unconditional alternative to Step 1 of the goodwill impairment test. A reporting entity can choose to perform either Step 1 or a qualitative assessment in subsequent reporting periods. If the Company does conduct a Step 1 test, the Company looks at its projected future cash flows and its market capitalization for its respective operations. In these instances, to the extent the Company's projected future cash flows do not materialize as planned or its market capitalization decreases, the Company could be forced to take an impairment charge in future periods. | |||||||||||
The Company tests tangible and intangible long -lived assets with definite useful lives for impairment whenever circumstances or events may affect the recoverability of the long -lived assets. The evaluation is primarily dependent on the estimated future cash flows of the assets and the fair value of these items, as determined by management based on a number of estimates, including future cash flow projections, discount rates and terminal values. In determining these estimates, management considers internally generated information and information obtained from discussions with market participants. The determination of fair value requires significant judgment by both management and outside experts engaged to assist in this process. There were no impairment charges for goodwill or indefinite-lived intangible assets resulting from the October 1, 2012, 2013 or 2014 impairment testing. The Company reduced its goodwill balance by $774 and $7,205 when it sold BAF and its interest in DCE and its subsidiary DCEMB on June 28, 2013 and December 29, 2014, respectively, and added $16,555 and $21,070 to its goodwill balance when it acquired MGES and NG Advantage on May 6, 2013 and October 14, 2014, respectively (all as defined and described in note 2). The goodwill balances on the consolidated balance sheets include foreign currency translation gains (losses) of $(3,098) and $(3,687) as of December 31, 2013 and 2014, respectively. | |||||||||||
Intangible assets with finite useful lives are amortized over their respective estimated useful lives using the straight-line method. The estimated useful lives of intangible assets with finite useful lives are two to 20 years for technology, one to 16 years for lease agreements, one to eight years for customer relationships, one to 10 years for acquired contracts, two to 20 years for trademarks and trade names, and three years for non-compete agreements. The intangible assets with finite useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. In connection with the acquisition of the controlling interest in NG Advantage, the Company allocated approximately $5,600 of the purchase price to the identifiable intangible assets related to customer relationships and trade names that were acquired with the acquisition. In the fourth quarter of 2014, the Company determined that a long-lived asset related to a contract acquired in its acquisition of the assets of IMW Industries, Ltd. ("IMW") was impaired. Accordingly, the Company recorded an impairment charge of $4,772 related to this intangible asset. | |||||||||||
The Company's intangible assets as of December 31, 2013 and 2014 were as follows: | |||||||||||
2013 | 2014 | ||||||||||
Technology | $ | 54,400 | $ | 54,400 | |||||||
Lease agreements | 21,045 | — | |||||||||
Customer relationships | 12,791 | 16,430 | |||||||||
Acquired contracts | 13,121 | 3,694 | |||||||||
Trademark and trade names | 6,700 | 8,200 | |||||||||
Non-compete agreements | 2,126 | 2,060 | |||||||||
| | | | | | | | ||||
Total intangible assets | 110,183 | 84,784 | |||||||||
Less accumulated amortization | (30,003 | ) | (24,384 | ) | |||||||
Foreign currency rate change | (410 | ) | (5,039 | ) | |||||||
| | | | | | | | ||||
Net intangible assets | $ | 79,770 | $ | 55,361 | |||||||
| | | | | | | | ||||
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Included above is a trademark of indefinite useful life with a carrying value of $1,200 as of December 31, 2013 and 2014. | |||||||||||
Amortization expense for intangible assets was $10,875, $9,016, and $7,024 for the years ended December 31, 2012, 2013 and 2014, respectively. Estimated amortization expense for the five years and thereafter succeeding the year ended December 31, 2014 is approximately $5,130, $5,130, $4,916, $4,366, $3,465 and $32,354 respectively. | |||||||||||
Warranty Liability | |||||||||||
The Company records warranty liabilities at the time of sale for the estimated costs that may be incurred under its standard warranty. Changes in the warranty liability are presented in the following table: | |||||||||||
December 31, | December 31, | ||||||||||
2013 | 2014 | ||||||||||
Warranty liability at beginning of year | $ | 2,665 | $ | 2,545 | |||||||
Costs accrued for new warranty contracts and changes in estimates for pre-existing warranties | 3,551 | 3,746 | |||||||||
Service obligations honored | (3,089 | ) | (3,989 | ) | |||||||
Sale of subsidiary | (582 | ) | — | ||||||||
| | | | | | | | ||||
Warranty liability at end of year | $ | 2,545 | $ | 2,302 | |||||||
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Asset Retirement Obligations | |||||||||||
The Company recognizes the fair value of a liability for an asset retirement obligation in the period in which the liability is incurred or becomes reasonably estimable and if there is a legal obligation to restore or remediate the property at the end of the asset life or at the end of the lease term. The liability amounts are based upon future retirement cost estimates and incorporate many assumptions such as the costs to restore the property, future inflation rates, and the adjusted risk free rate of interest. When the liability is initially recorded, the Company capitalizes the cost by increasing the related property and equipment balance. Over time, the liability is increased and expense is recognized for the change in the present value of the obligation, and the initial capitalized cost is depreciated over the useful life of the asset. | |||||||||||
The following table summarizes the activity of the asset retirement obligation, of which $1,322 and $1,603 is included in other long-term liabilities, with the remaining current portion included in accrued liabilities, as of December 31, 2013 and 2014, respectively: | |||||||||||
2013 | 2014 | ||||||||||
Beginning balance | $ | 1,313 | $ | 1,461 | |||||||
Liabilities incurred | 89 | 118 | |||||||||
Liabilities settled | (5 | ) | — | ||||||||
Accretion expense | 64 | 59 | |||||||||
| | | | | | | | ||||
Ending balance | $ | 1,461 | $ | 1,638 | |||||||
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| | | | | | | | ||||
Revenue Recognition | |||||||||||
The Company recognizes revenue on natural gas sales and O&M services in accordance with US GAAP, which requires that four basic criteria must be met before revenue can be recognized: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred and title and the risks and rewards of ownership have been transferred to the customer or services have been rendered; (iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. Applying these factors, the Company typically recognizes revenue from the sale of natural gas fuel at the time the fuel is dispensed or, in the case of LNG sales agreements, delivered to the customers' storage facilities. The Company recognizes revenue from O&M agreements as the related services are provided. | |||||||||||
In certain transactions with its customers, the Company agrees to provide multiple products or services, including construction of a station, providing O&M services to the station, and sale of fuel to the customer. The Company evaluates the separability of revenues based on Financial Accounting Standards Board ("FASB") authoritative guidance, which provides a framework for establishing whether or not a particular arrangement with a customer has one or more revenue elements, and allows the Company to use a combination of internal and external objective and reliable evidence to develop management's best estimate of the fair value of the contract elements. If the arrangement contains a lease, the Company uses the existing evidence of fair value to separate the lease from the other elements in the arrangement. The arrangement's consideration that is fixed or determinable is then allocated to each separate unit of accounting based on the estimated relative selling price of each deliverable, which is determined based on the historical data derived from the Company's stand-alone projects. The revenue allocated to the construction of the station is recognized using the completed-contract method. The revenue allocated to the O&M services is recognized ratably over the term of the arrangement and sale of fuel is recognized as the fuel is delivered. | |||||||||||
The Company recognizes revenue related to its leasing activities in accordance with FASB authoritative guidance. The Company's existing station leases are sales-type leases, giving rise to profit at the delivery of the leased station. Unearned revenue is amortized into income over the life of the lease using the effective-interest method. For these arrangements, the Company recognizes gas sales and O&M service revenues as earned from the customer on a volume-delivered basis. | |||||||||||
The Company typically recognizes revenue on fueling station construction projects where it sells the station to the customer using the completed-contract method because the projects are short-term and the results of operations reported on the completed-contract basis would not vary materially from those resulting from the use of the percentage-of-completion method. The construction contract is considered to be substantially completed at the earlier of customer acceptance of the fueling station or the time when the fuel dispensing activities begin. When applicable, multi-station construction contracts are segmented into phases as negotiated with customers. Gross margin related to each phase is recognized when it is substantially complete. IMW and Wyoming Northstar Incorporated, Southstar, LLC, and M&S Rental LLC (Wyoming Northstar Incorporated, Southstar, LLC, and M&S Rental LLC are collectively referred to as "Northstar") use the percentage-of-completion method of accounting to recognize revenue because their projects are small and they have been able to demonstrate that they can reasonably estimate costs to complete. In these circumstances, revenue is recognized based on costs incurred in relation to total estimated costs to be incurred for a project. | |||||||||||
The Company generates LCFS Credits when it sells RNG and conventional natural gas for use as a vehicle fuel in California, and it generates RIN Credits when it sell RNG for use as a vehicle fuel. The Company can sell these credits to third parties who need the RIN Credits and LCFS Credits to comply with federal and state emission requirements. The Company recognizes revenue from the generation of these credits at the time the Company has an agreement in place to sell the credits at a fixed or determinable price. | |||||||||||
Alternative Fuels Excise Tax Credit | |||||||||||
From October 1, 2006 through December 31, 2011, the Company was eligible to receive a federal fuel tax credit ("VETC") of $0.50 per gasoline gallon equivalent of CNG and $0.50 per liquid gallon of LNG that it sold as vehicle fuel. Based on the service relationship with its customers, either the Company or its customers claimed the credit. The Company records its VETC credits as revenue in its consolidated statements of operations as the credits are fully refundable and do not need to offset income tax liabilities to be received. The American Taxpayer Relief Act, signed into law on January 2, 2013, reinstated VETC for calendar year 2013 and also made it retroactive to January 1, 2012. The Company did not record any VETC revenues in 2012, but VETC revenues recognized in 2013 were $45,439, which included $20,800 for CNG and LNG the Company sold in 2012 that was recognized in January 2013 when the legislation was signed into law. The Tax Increase Prevention Act, signed into law on December 19, 2014, reinstated VETC for calendar year 2014. VETC revenues recognized in December 2014 for the 2014 calendar year were $28,359. | |||||||||||
LNG Transportation Costs | |||||||||||
The Company records the costs incurred to transport LNG to its customers in the line item cost of sales in the accompanying statements of operations. | |||||||||||
Advertising Costs | |||||||||||
Advertising costs are expensed as incurred. Advertising costs amounted to $1,340, $1,391, and $439 for the years ended December 31, 2012, 2013, 2014 respectively. | |||||||||||
Stock-Based Compensation | |||||||||||
The Company recognizes compensation expense for all stock-based payment arrangements, net of an estimated forfeiture rate, over the requisite service period of the award. For stock options, the Company determines the grant date fair value using the Black-Scholes option pricing model, which requires the input of certain assumptions, including the expected life of the stock-based payment awards, stock price volatility and risk-free interest rates. For restricted stock units, the Company determines the grant date fair value based on the closing market price of its common stock on the date of grant. | |||||||||||
Foreign Currency Translation | |||||||||||
In accordance with FASB authoritative guidance, the Company uses the local currency as the functional currency of its foreign subsidiaries. Accordingly, all assets and liabilities outside the United States are translated into U.S. dollars at the rate of exchange in effect at the balance sheet date. Revenue and expense items are translated at the weighted-average exchange rates prevailing during the period. Net foreign currency translation adjustments are recorded as accumulated other comprehensive income (loss) in stockholders' equity. | |||||||||||
Foreign currency transactions occur when there is a transaction denominated in other than the respective entity's functional currency. The Company records the changes in the exchange rate for these transactions in the consolidated statements of operations. For the fiscal years ended December 31, 2012, 2013 and 2014, foreign exchange transaction gains and (losses) were included in other income (expense) and were $678, $(1,196), and $(3,188) respectively. | |||||||||||
Income Taxes | |||||||||||
Income taxes are computed using the asset and liability method. Under this method, deferred income taxes are recognized by applying enacted statutory tax rates applicable to future years to differences between the tax bases and financial carrying amounts of existing assets and liabilities. Valuation allowances are established when it is more likely than not that such deferred tax assets will not be realized. | |||||||||||
The Company has a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities based on the technical merits of the position. The amount recognized is measured as the largest amount of benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefit in income tax expense. | |||||||||||
Net Loss Per Share | |||||||||||
Basic net loss per share is computed by dividing net loss attributable to Clean Energy Fuels Corp. by the weighted-average number of common shares outstanding and common shares issuable for little or no cash consideration during the period. Diluted net loss per share is computed by dividing net loss attributable to Clean Energy Fuels Corp. by the weighted-average number of common shares outstanding and common shares issuable for little or no cash consideration and potentially dilutive securities outstanding during the period. Potentially dilutive securities include stock options, warrants, convertible notes and restricted stock units. The dilutive effect of stock options and warrants is computed under the treasury stock method. The dilutive effect of convertible notes and restricted stock units is computed under the if-converted method. Potentially dilutive securities are excluded from the computations of diluted net loss per share if their effect would be antidilutive. In 2013, 5,000,000 shares of common stock related to the GE Warrant, as defined and described in notes 9 and 11, were included in the basic and dilutive net loss per share calculation. On September 11, 2014, the Company determined it no longer met certain conditions required to include 4,000,000 shares of common stock related to the GE Warrant in its weighted average share calculations. As a result, from September 11, 2014 the Company (i) excluded 4,000,000 shares of common stock issuable upon exercise of the GE Warrant from the weighted average number of shares outstanding in the basic and diluted net loss per share calculations, and (ii) included the remaining 1,000,000 shares of common stock issuable upon exercise of the GE Warrant in the basic and diluted net loss per share calculations, as 500,000 shares were exercisable in 2012 as of the execution of the associated Credit Agreement, as defined and described in note 9, and an additional 500,000 shares became exercisable on December 31, 2014 in connection with the amendment to the Credit Agreement on December 29, 2014. | |||||||||||
The following potentially dilutive securities have been excluded from the diluted net loss per share calculations because their effect would have been antidilutive: | |||||||||||
2012 | 2013 | 2014 | |||||||||
Stock options | 12,083,677 | 11,526,998 | 11,486,301 | ||||||||
Warrants | 2,130,682 | 2,130,682 | 6,130,682 | ||||||||
Convertibles notes | 16,262,226 | 35,185,979 | 35,185,979 | ||||||||
Restricted stock units | 1,545,000 | 1,590,836 | 2,591,752 | ||||||||
Comprehensive Income (Loss) | |||||||||||
Comprehensive income (loss) is defined as the change in equity (net assets) of a business enterprise during the period from transactions and other events and circumstances from non-owner sources. The difference between net income and comprehensive income for the years ended December 31, 2012, 2013, and 2014 was primarily comprised of the Company's foreign currency translation adjustments and unrealized gains (losses) on futures contracts. During 2014, the Company converted a long-term equity intra-entity investment to equity and the related translation adjustments were reclassified to additional paid-in capital. | |||||||||||
Concentration of Credit Risk | |||||||||||
Credit is extended to all customers based on financial condition, and collateral is generally not required. Concentrations of credit risk with respect to trade receivables are limited because of the large number of customers comprising the Company's customer base and dispersion across many different industries and geographies. However, certain international customers have historically been slower to pay on trade receivables. Accordingly, the Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses based upon its historical experience and any specific customer collection issues that it has identified. In addition, through Export Development Canada, IMW maintains accounts receivable insurance on a substantial portion of its foreign trade receivables, which covers up to 90% of the related outstanding balance. Although credit losses have historically been within the Company's expectations and the provisions established, the Company cannot guarantee that it will continue to experience the same credit loss rates that it has in the past. | |||||||||||
The Company places its cash and cash equivalents with high credit quality financial institutions. At times, such investments may be in excess of the Federal Deposit Insurance Corporation ("FDIC"), Canadian Deposit Insurance Corporation ("CDIC"), and other foreign insurance limits. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. The amounts in excess of FDIC insurance limits were $237,004 and $88,740 as of December 31, 2013 and 2014, respectively. | |||||||||||
Recently Adopted Accounting Changes and Recently Issued and Adopted Accounting Standards | |||||||||||
On April 10, 2014, the Company adopted Accounting Standards Update ("ASU") No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360), Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The ASU provides new guidance that raises the threshold for disposals to qualify as discontinued operations by focusing on strategic shifts that have or will have a major effect on an entity's operations and financial results. The guidance allows companies to have significant continuing involvement and continuing cash flows with the disposed component. The Company early adopted this standard. On December 29, 2014, the Company disposed of its 51% ownership in its subsidiary DCE (as defined in note 2), which was not material to the operations and financial results nor a strategic shift of the Company. See note 2 for further discussion. | |||||||||||
On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, amending revenue recognition guidance and requiring more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The guidance is effective for annual and interim reporting periods beginning after December 15, 2016, with early adoption prohibited. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements. | |||||||||||
On August 27, 2014, the FASB issued ASU No. 2014-15, to communicate amendments to FASB Account Standards Codification Subtopic 205-40, "Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern." The ASU requires management to evaluate relevant conditions, events and certain management plans that are known or reasonably knowable as of the evaluation date when determining whether substantial doubt about an entity's ability to continue as a going concern exists. Management will be required to make this evaluation for both annual and interim reporting periods. Management will need to make certain disclosures if it concludes that substantial doubt exists or when it plans to alleviate substantial doubt about the entity's ability to continue as a going concern. The standard is effective for annual periods ending after December 15, 2016 and for interim reporting periods starting in the first quarter of 2017. Early adoption is permitted. The Company does not expect the adoption of the guidance to have a material impact on its consolidated financial statements. | |||||||||||
Acquisitions_and_Divestitures
Acquisitions and Divestitures | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Acquisitions and Divestitures | |||||
Acquisitions and Divestitures | (2) Acquisitions and Divestitures | ||||
BAF | |||||
On June 28, 2013, the Company, entered into and closed a stock purchase agreement (the "BAF Sale Agreement") with Westport Innovations Inc. ("Westport") and Westport Innovations (U.S.) Holdings Inc., a wholly owned subsidiary of Westport (together with Westport, the "Westport Parties"). Under the terms of the BAF Sale Agreement, on June 28, 2013, the Westport Parties purchased all of the outstanding capital stock of BAF Technologies, Inc. ("BAF"), including BAF's 100% ownership interest of ServoTech Engineering, Inc., for 816,460 shares of Westport's common stock. Pursuant to the BAF Sale Agreement, the Company was issued 718,485 shares of Westport's common stock on June 28, 2013 and 97,975 shares of Westport's common stock (the "Holdback Shares") were retained by Westport for one year as security for the Company's indemnification obligations under the BAF Sale Agreement. At the end of June 2014, the Company was issued 94,914 of the Holdback Shares, with the remaining 3,061 Holdback Shares remaining unissued as a result of, and in full satisfaction of, an indemnity claim under the BAF Sale Agreement. In July 2013, the Company sold the 718,485 shares it initially received for net proceeds of $23,722. In July 2014, the Company sold all of the Holdback Shares it received for net proceeds of $1,727. Further, during August 2013, the Westport Parties repaid $2,478 of certain intercompany indebtedness of BAF to the Company following the conclusion of applicable post-closing adjustment procedures contemplated in the BAF Sale Agreement. | |||||
The fair value of the 816,460 shares of Westport's common stock on June 28, 2013 was $27,221, and the Company recognized an initial gain of $15,498 on June 28, 2013 related to the transaction. In December 2013, the Company wrote down the value of the Holdback Shares by $1,383, which resulted in an adjusted gain of $14,115 on the transaction. In July 2014, the Company wrote down the value of the Holdback Shares by an additional $122, which resulted in an adjusted gain of $13,993 on the transaction. The value of the shares received has been excluded from the Company's consolidated statements of cash flows as it is a non-cash investing activity. The gain was recorded in the line item gain from sale of subsidiary in the Company's consolidated statements of operations. | |||||
In addition, pursuant to the BAF Sale Agreement, the Company, Westport Power Inc. and Westport Fuel Systems Inc. (Westport Power, Inc. and Westport Fuel Systems, Inc. are collectively referred to as the "Westport Affiliates") entered into a marketing agreement, dated June 28, 2013, whereby the Westport Affiliates agreed to pay the Company $5,000 in cash, which was received on February 27, 2014. Under the marketing agreement, the Company and the Westport Affiliates agreed to collaborate during a two year period to encourage sales of all BAF products and certain vehicle products offered by the Westport Affiliates, and the Company agreed to provide 750,000 complimentary gasoline gallon equivalents of CNG to be used by the Westport Affiliates as marketing incentives. Additionally, the marketing agreement provides for the Company's appointment of a product line manager for BAF, and at least one member of a newly established operating committee formed to create sales and marketing strategies for BAF and assist in BAF's performance of these strategies. | |||||
MGES | |||||
On May 6, 2013, the Company entered into and closed a stock purchase agreement with Mansfield Energy Corp. ("Mansfield") and its wholly owned subsidiary Mansfield Gas Equipment Systems Corporation ("MGES"). MGES is primarily engaged in the business of providing CNG station design and construction and CNG equipment repair and maintenance services. Under the terms of the stock purchase agreement, the Company purchased from Mansfield all of the outstanding capital stock of MGES for $20,000, payable 50% in cash and 50% in shares of the Company's common stock. Upon closing, the Company delivered $9,000 in cash and 761,545 shares of the Company's common stock, and retained $1,000 as security for Mansfield's indemnification obligations under the stock purchase agreement. On the first anniversary of the closing date, the Company delivered the retained amount of $1,000 to Mansfield. In addition, in August 2013, the Company paid Mansfield an additional $563 following the conclusion of applicable post-closing adjustment procedures contemplated by the stock purchase agreement. The fair value of the Company's common stock delivered to Mansfield is excluded from the Company's consolidated statements of cash flows as it is a non-cash investing activity. The Company filed with the Securities and Exchange Commission a registration statement covering the resale of such shares, and the registration statement was declared effective in August 2013. | |||||
The Company accounted for this acquisition in accordance with FASB authoritative guidance for business combinations, which requires the Company to recognize the assets acquired and the liabilities assumed, measured at their fair values, as of the date of acquisition. The following table summarizes the allocation of the aggregate purchase price to the fair value of the assets acquired and liabilities assumed: | |||||
Current assets | $ | 4,475 | |||
Property, plant and equipment | 1,369 | ||||
Identifiable intangible assets | 600 | ||||
Goodwill | 16,555 | ||||
| | | | | |
Total assets acquired | 22,999 | ||||
Current liabilities assumed | (1,984 | ) | |||
| | | | | |
Total purchase price | $ | 21,015 | |||
| | | | | |
| | | | | |
Management allocated approximately $600 of the purchase price to the identifiable intangible assets related to customer relationships and project back-orders that were acquired with the acquisition. The fair value of the identifiable intangible assets will be amortized on a straight-line basis over the estimated useful lives of such assets ranging from one to six years. The excess of the purchase price over the fair value of net assets acquired was allocated to goodwill, which primarily represents additional market share available to the Company as a result of the acquisition, and is fully deductible for income tax purposes. | |||||
The results of operations of MGES have been included in the Company's consolidated financial statements since May 6, 2013. The historical results of MGES's operations were not material to the Company's financial position or historical results of operations. | |||||
NG Advantage | |||||
On October 14, 2014, the Company entered a Common Unit Purchase Agreement ("UPA") with NG Advantage, LLC ("NG Advantage"). NG Advantage is engaged in the business of transporting CNG in high-capacity trailers to large industrial and institutional energy users, such as hospitals, food processors, manufacturers and paper mills, which do not have direct access to natural gas pipelines. The Company viewed the acquisition as a strategic investment in the expansion of the Company's initiative to deliver natural gas to industrial and institutional energy users. Under the terms of the UPA, the Company paid NG Advantage $37,650 for a 53.3% controlling interest in NG Advantage. $19,000 of the purchase price was paid in cash on October 14, 2014 and the remaining $18,650 of the purchase price was paid in the form of an unsecured promissory note issued by the Company (the "NG Advantage Note"). The principal amount of the NG Advantage Note is payable by the Company in two payments as follows: (i) $3,000 was paid January 13, 2015 and (ii) the remaining $15,650 is due no later than April 1, 2015. The NG Advantage Note does not bear interest. The fair value of the NG Advantage Note delivered to NG Advantage is excluded from the Company's consolidated statements of cash flows as it is a non-cash investing activity. The consideration paid is accounted for as an intercompany transaction, as NG Advantage's financial results are included in the Company's consolidated financial statements. | |||||
The Company accounted for this acquisition in accordance with FASB authoritative guidance for business combinations, which requires the Company to recognize the assets acquired and the liabilities assumed, measured at their fair values, as of the date of acquisition. The following table summarizes the allocation of the aggregate purchase price to the preliminary fair value of the assets acquired and liabilities assumed: | |||||
Current assets | $ | 40,558 | |||
Property, plant and equipment | 20,862 | ||||
Other long-term assets | 5,115 | ||||
Identifiable intangible assets | 5,600 | ||||
Goodwill | 21,070 | ||||
| | | | | |
Total assets acquired | 93,205 | ||||
Current liabilities assumed | (9,165 | ) | |||
| | | | | |
Long-term debt including capital leases assumed, excluding current installments | (17,604 | ) | |||
Other liabilities | (711 | ) | |||
| | | | | |
Non-controlling interest | (28,075 | ) | |||
| | | | | |
Total purchase price | $ | 37,650 | |||
| | | | | |
| | | | | |
In connection with its purchase of a controlling interest in NG Advantage, the Company assumed debt of $20,439 on a consolidated basis related to purchases of capital assets and working capital needs. Immediately after the Company's purchase of the controlling interest, $10,361 of such debt was paid with proceeds of the Company's investment in NG Advantage, and the related debt instruments were cancelled. | |||||
Management allocated approximately $5,600 of the purchase price to the identifiable intangible assets related to customer relationships and trade names that were acquired with the acquisition. The fair value of the identifiable intangible assets will be amortized on a straight-line basis over the estimated useful lives of such assets ranging from four to seven years. The excess of the purchase price over the fair value of net assets acquired was allocated to goodwill, which primarily represents additional market share available to the Company as a result of the acquisition, and is fully deductible for income tax purposes. | |||||
Management determined the fair value of the non-controlling interest to be $28,075 using a market approach and using inputs that included use of a comparable transaction to calculate the value of the non-controlling interest adjusted for a control premium. | |||||
The results of NG Advantage's operations have been included in the Company's consolidated financial statements since October 14, 2014. The historical results of NG Advantage's operations were not material to the Company's financial position or historical results of operations. | |||||
DCE and DCEMB | |||||
On September 4, 2014, Mavrix, LLC ("Mavrix"), a wholly owned subsidiary of the Company, sold to Cambrian Energy McCommas Bluff III LLC ("Cambrian") 19% of its then-70% interest in Dallas Clean Energy, LLC ("DCE"). On December 29, 2014, Mavrix entered into a Membership Interest Purchase Agreement (the "Agreement") with Cambrian, pursuant to which Mavrix sold to Cambrian its entire remaining 51% interest in DCE. DCE owns all of the equity interests in Dallas Clean Energy McCommas Bluff, LLC ("DCEMB"), which owns a renewable natural gas extraction and processing project at the McCommas Bluff landfill in Dallas, Texas. As consideration for the sale of DCE, the Company, through Mavrix, received $6,992 in cash in September 2014 and $40,588 in cash in December 2014 and may receive up to an additional $3,000 in cash on or before August 14, 2015, subject to the results of certain performance tests to be performed at the McCommas Bluff project on or before August 1, 2015 in accordance the terms of the Agreement. Prior to December 29, 2014, Cambrian owned a 49% interest in DCE. The Company will continue to have the right to market and sell biomethane produced at the McCommas Bluff project under its Redeem™ renewable natural gas vehicle fuel brand. The transaction resulted in a gain of $11,998 that was recorded in the line item gain from the sale of subsidiary in the Company's consolidated statement of operations. Included in the determination of the gain is goodwill of $7,205 that was allocated to the transaction in accordance with FASB authoritative guidance for subsequent measure of goodwill which requires the Company to allocate goodwill to the disposed business based on the relative fair values of the business disposed and the portion of the reporting unit that was retained. | |||||
The Company determined, in accordance with FASB authoritative guidance, that the disposal did not meet the definition of a discontinued operation as the disposal did not represent a significant disposal nor was the disposal a strategic shift in the Company's strategy. | |||||
Restricted_Cash
Restricted Cash | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Restricted Cash. | ||||||||
Restricted Cash | (3) Restricted Cash | |||||||
The Company classifies restricted cash as short-term and a current asset if the cash is expected to be used in operations within a year or to acquire a current asset. Otherwise, the restricted cash is classified as long-term. Restricted cash consisted of the following as of December 31, 2013 and 2014: | ||||||||
December 31, | December 31, | |||||||
2013 | 2014 | |||||||
Short-term restricted cash | ||||||||
Standby letters of credit | $ | 1,822 | $ | 1,753 | ||||
DCEMB revenue bonds | 6,581 | — | ||||||
Canton bonds | — | 4,259 | ||||||
| | | | | | | | |
Total short-term restricted cash | $ | 8,403 | $ | 6,012 | ||||
| | | | | | | | |
| | | | | | | | |
Investments
Investments | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Investments | |||||||||||
Investments | (4) Investments | ||||||||||
Available-for-sale investments are carried at fair value, inclusive of unrealized gains and losses. Net unrealized gains and losses are included in other comprehensive income (loss) net of applicable income taxes. Gains or losses on sales of available-for-sale investments are recognized on the specific identification basis. All of the Company's short-term investments are classified as available-for-sale securities. | |||||||||||
The Company reviews available-for-sale investments for other- than-temporary declines in fair value below their cost basis each quarter, and whenever events or changes in circumstances indicate that the cost basis of an asset may not be recoverable. This evaluation is based on a number of factors, including the length of time and the extent to which the fair value has been below its cost basis and adverse conditions related specifically to the security, including any changes to the credit rating of the security. As of December 31, 2014, the Company believes its carrying values for its available-for-sale investments are properly recorded. | |||||||||||
Short-term investments as of December 31, 2013 are summarized as follows: | |||||||||||
Amortized | Gross | Estimated | |||||||||
Cost | Unrealized | Fair Value | |||||||||
Losses | |||||||||||
Municipal bonds & notes | $ | 60,047 | $ | (252 | ) | $ | 59,795 | ||||
Corporate bonds | 43,166 | (342 | ) | 42,824 | |||||||
Certificate of deposits | 35,630 | (9 | ) | 35,621 | |||||||
| | | | | | | | | | | |
Total short-term investments | $ | 138,843 | $ | (603 | ) | $ | 138,240 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Short-term investments as of December 31, 2014 are summarized as follows: | |||||||||||
Amortized | Gross | Estimated | |||||||||
Cost | Unrealized | Fair Value | |||||||||
Losses | |||||||||||
Municipal bonds & notes | $ | 38,668 | $ | (16 | ) | $ | 38,652 | ||||
Zero coupon bonds | 3,308 | (2 | ) | 3,306 | |||||||
Corporate bonds | 45,274 | (41 | ) | 45,233 | |||||||
Certificate of deposits | 35,355 | — | 35,355 | ||||||||
| | | | | | | | | | | |
Total short-term investments | $ | 122,605 | $ | (59 | ) | $ | 122,546 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Other_Receivables
Other Receivables | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Other Receivables | ||||||||
Other Receivables | (5) Other Receivables | |||||||
Other receivables at December 31, 2013 and 2014 consisted of the following: | ||||||||
2013 | 2014 | |||||||
Loans to customers to finance vehicle purchases | $ | 5,919 | $ | 8,257 | ||||
Accrued customer billings | 6,327 | 10,143 | ||||||
Fuel tax and carbon credits | 6,740 | 34,250 | ||||||
Other | 7,299 | 3,573 | ||||||
| | | | | | | | |
$ | 26,285 | $ | 56,223 | |||||
| | | | | | | | |
| | | | | | | | |
Land_Property_and_Equipment
Land, Property and Equipment | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Land, Property and Equipment | ||||||||
Land, Property and Equipment | (6) Land, Property and Equipment | |||||||
Land, property and equipment at December 31, 2013 and 2014 are summarized as follows: | ||||||||
2013 | 2014 | |||||||
Land | $ | 1,707 | $ | 2,858 | ||||
LNG liquefaction plants | 93,685 | 94,636 | ||||||
RNG plants | 47,932 | 45,359 | ||||||
Station equipment | 194,240 | 265,086 | ||||||
LNG trailers | 22,667 | 40,067 | ||||||
Other equipment | 62,127 | 74,796 | ||||||
Construction in progress | 204,548 | 163,737 | ||||||
| | | | | | | | |
626,906 | 686,539 | |||||||
Less accumulated depreciation | (139,052 | ) | (172,270 | ) | ||||
| | | | | | | | |
$ | 487,854 | $ | 514,269 | |||||
| | | | | | | | |
| | | | | | | | |
Included in the land, property and equipment are capitalized software costs of $18,214 and $21,004 as of December 31, 2013 and December 31, 2014, respectively. The accumulated amortization on the capitalized software costs is $7,747 and $10,740 as of December 31, 2013 and December 31, 2014, respectively. The Company recorded $1,812, $3,079, and $2,993 of amortization expense related to the capitalized software costs in 2012, 2013 and 2014, respectively. | ||||||||
As of December 31, 2013 and 2014, $13,930 and $11,032, respectively, are included in accounts payable balances, which amounts are related to additions of property and equipment within the respective year. These amounts are excluded from the consolidated statements of cash flows as they are non-cash investing activities. | ||||||||
Investment_in_Other_Entities
Investment in Other Entities | 12 Months Ended |
Dec. 31, 2014 | |
Investment in Other Entities | |
Investment in Other Entities | (7) Investment in Other Entities |
The Company previously invested in Clean Energy del Peru ("Peru JV"), a former joint venture in Peru that operated CNG stations. The Company accounted for its investment in Peru JV under the equity method of accounting as the Company had the ability to exercise significant influence over Peru JV's operations while the Company maintained an ownership interest in Peru JV. In March 2013, the Company completed the sale of its entire ownership interest in Peru JV for $6,119 after receiving a dividend distribution of $1,091, and recognized a gain of $4,705. | |
On September 16, 2014, the Company formed a joint venture with Mansfield called Mansfield Clean Energy Partners LLC ("MCEP") , which is designed to provide natural gas fueling solutions to bulk fuel haulers in the U.S. The Company and Mansfield each have a 50% ownership interest in MCEP. The Company accounts for its interest using the equity method of accounting as the Company has the ability to exercise significant influence over MCEP's operations. The Company recorded a loss from this investment of $490 and has an investment balance of $5,510 at December 31, 2014. | |
Accrued_Liabilities
Accrued Liabilities | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accrued Liabilities | ||||||||
Accrued Liabilities | (8) Accrued Liabilities | |||||||
Accrued liabilities at December 31, 2013 and 2014 consisted of the following: | ||||||||
2013 | 2014 | |||||||
Salaries and wages | $ | 6,768 | $ | 9,041 | ||||
Accrued gas and equipment purchases | 8,035 | 12,340 | ||||||
Accrued property and other taxes | 5,448 | 5,178 | ||||||
Accrued professional fees | 1,335 | 1,084 | ||||||
Accrued employee benefits | 2,898 | 3,208 | ||||||
Accrued warranty liability | 2,545 | 2,302 | ||||||
Accrued interest | 4,216 | 3,748 | ||||||
Other | 15,500 | 19,859 | ||||||
| | | | | | | | |
$ | 46,745 | $ | 56,760 | |||||
| | | | | | | | |
| | | | | | | | |
LongTerm_Debt
Long-Term Debt | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Long-term Debt | ||||||||||||||||||||
Long-term Debt | (9) Long-Term Debt | |||||||||||||||||||
DCEMB Revenue Bonds | ||||||||||||||||||||
On December 29, 2014, the Company sold its interest in DCE and its wholly owned subsidiary DCEMB. DCEMB's obligations to pay amounts due under certain tax-exempt revenue bonds issued in 2011 were included in the sale and, as a result, are not obligations of the Company as of the date of such sale. Such revenue bonds were previously included as an investing activity in the consolidated statement of cash flows, and the sale of such revenue bonds was included in the consolidated statement of operations in the line item gain from sale of subsidiary. | ||||||||||||||||||||
IMW Notes | ||||||||||||||||||||
In connection with the closing of the Company's acquisition of IMW, the Company agreed to make future payments consisting of four annual payments in the amount of $5,000 in Canadian dollars ("CAD") and $7,500 in U.S. dollars (each an "IMW Note" and collectively, the "IMW Notes") , all of which had been paid as of February 2014. Each payment under the IMW Notes consisted of CAD$5,000 in cash and $7,500 in cash and/or shares of the Company's common stock (the exact combination of cash and/or stock was determined by the Company in its discretion). In January 2011, the Company paid $5,000 in cash and $7,500 in shares of its common stock. The Company paid CAD$5,000 in cash in January 2012 and $3,750 in shares of its common stock in each of August 2012 and October 2012. The Company paid CAD$5,000 in cash and $7,500 in shares of its common stock in February 2013. In February 2014, the Company paid the final payment of CAD$5,000 in cash, $3,750 in cash and $3,750 in shares of its common stock. The IMW Notes that were settled with shares of the Company's common stock are not included in the consolidated statements of cash flows as they are non-cash financing activities. | ||||||||||||||||||||
HSBC Lines of Credit | ||||||||||||||||||||
In connection with the closing of the Company's acquisition of IMW, the Company entered into an Assumption Agreement (the "Assumption Agreement") with HSBC Bank Canada ("HSBC") pursuant to which the Company assumed the obligations and liabilities of IMW under the following arrangements with HSBC (collectively, the "IMW Lines of Credit"): | ||||||||||||||||||||
(i) | An operating line of credit with a limit of CAD $13,000 to assist in financing the day-to-day working capital needs of IMW. The interest on amounts outstanding is payable at IMW's option at (a) HSBC's Prime Rate plus 1.00% per annum, (b) HSBC's U.S. Base Rate plus 1.00% per annum, or LIBOR plus 2.25% per annum, subject to availability. | |||||||||||||||||||
(ii) | A demand revolving line of credit with a limit of CAD$2,000 bearing interest at the same rate as that of the operating line of credit discussed above, to assist in financing IMW's import requirements. | |||||||||||||||||||
(iii) | A demand revolving bank guarantee and standby letter of credit line with a limit of CAD$1,115. | |||||||||||||||||||
(iv) | A bank guarantee line with a limit of CAD$3,000, which allows IMW to provide guarantees and/or standby letters of credit to overseas suppliers or bid/performance deposits on contracts. | |||||||||||||||||||
(v) | A forward exchange contract line with a limit of CAD$13,750 that allows IMW to enter into foreign exchange forward contracts up to the notional limit of CAD$13,750. | |||||||||||||||||||
(vi) | An operating line of credit with a limit of 5,000 Renminbi ("RMB") (CAD$945) bearing interest at the 6 month People's Bank of China rate plus 2.5% and a sub-limit bank guarantee line of 5,000 RMB. The aggregate of the balances in the lines cannot exceed 5,000 RMB. | |||||||||||||||||||
(vii) | A 16,750 Bangladeshi Taka (CAD$245) operating line of credit bearing interest at 14%. | |||||||||||||||||||
(viii) | A 170,000 Colombian Peso (CAD$82) operating line of credit bearing interest at the Colombia benchmark rate plus 7 to 12%. | |||||||||||||||||||
The IMW Lines of Credit were secured by a general security agreement providing a first priority security interest in all present and after acquired personal property of IMW. On October 2, 2014, the Company paid the outstanding balance on (i) above and it, along with a (ii), (iv) and (v) above, was cancelled. The outstanding balances under the remaining arrangements described above are included in Other Debt in the long-term debt summary table below. | ||||||||||||||||||||
7.5% Notes | ||||||||||||||||||||
On July 11, 2011, the Company entered into a loan agreement (the "CHK Agreement") with Chesapeake NG Ventures Corporation ("Chesapeake"), an indirect wholly owned subsidiary of Chesapeake Energy Corporation, whereby Chesapeake agreed to purchase from the Company up to $150,000 of debt securities (the "CHK Financing") pursuant to the issuance of three convertible promissory notes, each having a principal amount of $50,000 (each a "CHK Note" and collectively the "CHK Notes" and, together with the CHK Agreement and other transaction documents, the "CHK Loan Documents"). The first CHK Note was issued on July 11, 2011 and the second CHK Note was issued on July 10, 2012. | ||||||||||||||||||||
On June 14, 2013 (the "Transfer Date"), Boone Pickens and Green Energy Investment Holdings, LLC, an affiliate of Leonard Green & Partners, L.P. (collectively, the "Buyers"), and Chesapeake entered into a note purchase agreement ("Note Purchase Agreement") pursuant to which Chesapeake sold the outstanding CHK Notes (the "Sale") to the Buyers. Chesapeake assigned to the Buyers all of its right, title and interest under the CHK Loan Documents (the "Assignment"), and each Buyer severally assumed all of the obligations of Chesapeake under the CHK Loan Documents arising after the Sale and the Assignment including, without limitation, the obligation to advance an additional $50,000 to the Company in June 2013 (the "Assumption"). The Company also entered into the Note Purchase Agreement for the purpose of consenting to the Sale, the Assignment and the Assumption. | ||||||||||||||||||||
Contemporaneously with the execution of the Note Purchase Agreement, the Company entered into a loan agreement with each Buyer (collectively, the "Amended Agreements"). The Amended Agreements have the same terms as the CHK Agreement, other than changes to reflect the change in ownership of the CHK Notes. Immediately following execution of the Amended Agreements, the Buyers delivered $50,000 to the Company in satisfaction of the funding requirement they had assumed from Chesapeake (the "June Advance"). In addition, the Company cancelled the existing CHK Notes and re-issued replacement notes, and the Company also issued notes to the Buyers in exchange for the June Advance (the re-issued replacement notes and the notes issued in exchange for the June Advance are referred to herein as the "7.5% Notes"). | ||||||||||||||||||||
The 7.5% Notes have the same terms as the original CHK Notes, other than the changes to reflect their different holders. They bear interest at the rate of 7.5% per annum and are convertible at the option of the holder into shares of the Company's common stock at a conversion price of $15.80 per Share (the "7.5% Notes Conversion Price"). Upon written notice to the Company, the holders of the 7.5% Notes have the right to exchange all or a portion of the principal and accrued and unpaid interest under each such note for shares of the Company's common stock at the 7.5% Notes Conversion Price. Additionally, subject to certain restrictions, the Company can force conversion of each 7.5% Note into shares of the its common stock if, following the second anniversary of the issuance of a 7.5% Note, such shares trade at a 40% premium to the 7.5% Notes Conversion Price for at least 20 trading days in any consecutive 30 trading day period. The entire principal balance of each 7.5% Note is due and payable seven years following its issuance and the Company may repay each 7.5% Note in shares of its common stock or cash. All of the shares issuable upon exercise of the 7.5% Notes have been registered for resale by their holders pursuant to a registration statement that has been filed with and declared effective by the Securities and Exchange Commission. The Amended Agreements restrict the use of the proceeds of the 7.5% Notes to financing the development, construction and operation of LNG stations and payment of certain related expenses. The Amended Agreements also provide for customary events of default which, if any of them occurs, would permit or require the principal of, and accrued interest on, the 7.5% Notes to become, or to be declared, due and payable. | ||||||||||||||||||||
On August 27, 2013, Green Energy Investment Holdings, LLC transferred $5,000 in principal amount of the 7.5% Notes to certain third parties. | ||||||||||||||||||||
As a result of the foregoing transactions, (i) Mr. Pickens holds 7.5% Notes in the aggregate principal amount of $65,000, which 7.5% Notes are convertible into approximately 4,113,924 shares of the Company's common stock, and (ii) Green Energy Investment Holdings, LLC holds 7.5% Notes in the aggregate principal amount of $80,000, which 7.5% Notes are convertible into approximately 5,063,291 shares of the Company's common stock. | ||||||||||||||||||||
At December 31, 2014, none of the proceeds from the 7.5% Notes were included in restricted cash as the Company had used the funds primarily to build LNG fueling stations. | ||||||||||||||||||||
SLG Notes | ||||||||||||||||||||
On August 24, 2011, the Company entered into convertible note purchase agreements (each, an "SLG Agreement" and collectively the "SLG Agreements") with each of Springleaf Investments Pte. Ltd., a wholly-owned subsidiary of Temasek Holdings Pte. Ltd., Lionfish Investments Pte. Ltd., an investment vehicle managed by Seatown Holdings International Pte. Ltd., and Greenwich Asset Holding Ltd., a wholly-owned subsidiary of RRJ Capital Master Fund I, L.P. (each, a "Purchaser" and collectively, the "Purchasers"), whereby the Purchasers agreed to purchase from the Company $150,000 of 7.5% convertible notes due in August 2016 (each a "SLG Note" and collectively the "SLG Notes"). The transaction closed and the SLG Notes were issued on August 30, 2011. On March 1, 2012, Springleaf Investments Pte. LTD transferred $24,000 principal amount of the SLG Notes to Baytree Investments (Mauritius) Pte Ltd. | ||||||||||||||||||||
The SLG Notes bear interest at the rate of 7.5% per annum and are convertible at each Purchaser's option into shares of the Company's common stock at a conversion price of $15.00 per share (the "SLG Conversion Price"). Upon written notice to the Company, the holders of the SLG Notes have the right to exchange all or any portion of the principal and accrued and unpaid interest under each such note for shares of the Company's common stock at the SLG Conversion Price. Additionally, subject to certain restrictions, the Company can force conversion of each SLG Note into shares of its common stock if, following the second anniversary of the issuance of the SLG Notes, the such shares trade at a 40% premium to the SLG Conversion Price for at least 20 trading days in any consecutive 30 trading day period. The entire principal balance of each SLG Note is due and payable five years following its issuance, and the Company may repay the principal balance of each SLG Note in shares of its common stock or cash. All of the shares issuable upon exercise of the SLG Notes have been registered for resale by their holders pursuant to a registration statement that has been filed with and declared effective by the Securities and Exchange Commission. The SLG Agreements provide for customary events of default which, if any of them occurs, would permit or require the principal of, and accrued interest on, the SLG Notes to become, or to be declared, due and payable. In April 2012, $1,003 of principal and accrued interest under an SLG Note was converted by the holder thereof into 66,888 shares of the Company's common stock. In January and February 2013, $4,030 of principal and accrued interest under an SLG Note was converted by the holder thereof into 268,664 shares of the Company's common stock. Such conversions were not included in the consolidated statements of cash flows as they are a non-cash financing activity. | ||||||||||||||||||||
GE Loans | ||||||||||||||||||||
On November 7, 2012, the Company, through two wholly owned subsidiaries (the "Borrowers"), entered into a credit agreement ("Credit Agreement") with General Electric Capital Corporation ("GE"). Pursuant to the Credit Agreement, GE agreed to loan to the Borrowers up to an aggregate of $200,000 to finance the development, construction and operation of two LNG plants (individually a "Project" and together the "Projects"). | ||||||||||||||||||||
On December 29, 2014, the Borrowers and GE entered into an amendment to the Credit Agreement providing, among other things, that (i) the Credit Agreement will terminate if the initial loans under the Credit Agreement (collectively, "Loans" and, with respect to each Project "Tranche A Loans" and "Tranche B Loans") for the Projects are not made prior to December 31, 2016 (rather than December 31, 2014, as the Credit Agreement originally provided), (ii) each Project must be completed by the earlier of (a) the date that is thirty months after the funding of the initial Loans with respect to such Project and (b) December 31, 2018 (rather than December 31, 2016, as the Credit Agreement originally provided) (with respect to each Project, the "Date Certain"), and (iii) prior to the funding of the Loans, the Borrowers will be required to enter into agreements with GE Oil & Gas, Inc. relating to the purchase of equipment for the Projects. | ||||||||||||||||||||
The Borrowers' ability to obtain the Loans under the Credit Agreement is subject to the satisfaction of certain conditions, including each of the (i) acquisition of title to, or leasehold interests in, the sites upon which the Projects will be constructed, (ii) receipt of all governmental approvals necessary in connection with the design, development, ownership, construction, installation, operation and maintenance of the Projects, and (iii) commitment of all utility services necessary for the construction and operation of the Projects. | ||||||||||||||||||||
The Credit Agreement further provides that (i) the then existing Loans with respect to each Project must be converted into term loans with eight year amortization schedules ("Term Loans") on or before the Date Certain with respect to such Project (the date of such conversion with respect to each Project, the "Conversion Date"), provided that if such Loans are not converted into Term Loans by the applicable Date Certain, such Loans must be repaid by the applicable Date Certain, (ii) each Term Loan will be due and payable on the eighth anniversary of the Conversion Date with respect to such Term Loan, and (iii) at any time prior to the applicable Conversion Date, the Loans may be prepaid in whole, and at any time after the applicable Conversion Date, the Loans may be prepaid in whole or in part. The Company expects the Loans to bear interest at an annual rate equal to the then- current LIBOR rate plus 7.00%, provided that for purposes of the Credit Agreement, the then-current LIBOR rate will always be at least 1.00%. The Credit Agreement includes various customary covenants, including debt service coverage ratios, a commitment fee on the unutilized loan amounts of 0.5% per annum, and also provides for customary events of default which, if such events occur, would permit or require the Loans to become or to be declared due and payable. As of December 31, 2014, the Company has not drawn any money under the Credit Agreement and was in compliance with the financial covenants. The commitment fee, which is charged to interest expense in the consolidated statements of operations, was $1,014 for the years ended December 31, 2013 and 2014. | ||||||||||||||||||||
The Loans are secured by (i) a first priority security interest in all of the Borrowers' assets, including the Projects, and (ii) a pledge of the Borrowers' outstanding ownership interests. In addition, the Company has executed a guaranty in favor of GE ("Guaranty"), pursuant to which the Company has guaranteed all of the Borrowers' obligations under the Credit Agreement, including repayment of all Loans. | ||||||||||||||||||||
The Company and GE also entered an equity contribution agreement (the "EC Agreement") pursuant to which the Company agreed to pay at least 25% of the budgeted cost of the Projects and all additional costs that exceed such expected budgeted costs, in each case, in the form of equity contributions to the Borrowers ("Equity Contributions"). The EC Agreement also requires the Company to provide, concurrent with GE's extension of the initial Loans under the Credit Agreement, letter(s) of credit in an amount equal to the Company's then-current unfunded Equity Contributions. | ||||||||||||||||||||
Concurrently with the execution of the Credit Agreement, the Company issued to GE a warrant to purchase up to five million shares of its common stock (see note 11). | ||||||||||||||||||||
Mavrix Note | ||||||||||||||||||||
On April 25, 2013, Mavrix entered into a note purchase agreement (the "NPA") with Massachusetts Mutual Life Insurance (the "Note Purchaser") and issued to the Note Purchaser a secured multi-draw promissory note (the "Note") in the maximum aggregate principal amount of $30,000. The Note matured 12 years after its issuance date and bore interest at a rate of 12.0% per annum and paid in kind interest at a rate of 2.0% per annum. The Note Purchaser funded advances of $5,000 under the Note in each of April, September and December 2013. | ||||||||||||||||||||
In connection with the Company's sale of its interests in DCE and DCEMB, on December 29, 2014, Mavrix paid $13,594 to the Note Purchaser as payment in full of all outstanding indebtedness under the NPA and the Note. Such amount includes approximately $750 as payment of an early termination fee required pursuant to the terms of the NPA and the Note. Concurrently with such payment, the NPA, the Note and all other documents related thereto were terminated in full. | ||||||||||||||||||||
5.25% Notes | ||||||||||||||||||||
In September 2013, the Company completed a private offering of 5.25% Convertible Senior Notes due 2018 (the "5.25% Notes") and entered into an indenture governing the 5.25% Notes (the "Indenture"). | ||||||||||||||||||||
The net proceeds from the sale of the 5.25% Notes after the payment of certain debt issuance costs of $7,805 were $242,195. The Company has used, and intends to continue to use, the net proceeds from the sale of the 5.25% Notes to fund capital expenditures and for general corporate purposes. | ||||||||||||||||||||
The 5.25% Notes bear interest at a rate of 5.25% per annum, payable semi- annually in arrears on October 1 and April 1 of each year, beginning on April 1, 2014. The 5.25% Notes will mature on October 1, 2018, unless purchased, redeemed or converted prior to such date in accordance with their terms and the terms of the Indenture. | ||||||||||||||||||||
Holders may convert their 5.25% Notes, at their option, at any time prior to the close of business on the business day immediately preceding the maturity date of the 5.25% Notes. Upon conversion, the Company will deliver a number of shares of its common stock, per $1 principal amount of 5.25% Notes, equal to the conversion rate then in effect (together with a cash payment in lieu of any fractional shares). The initial conversion rate for the 5.25% Notes is 64.1026 shares of the Company's common stock per $1 principal amount of Notes (which is equivalent to an initial conversion price of approximately $15.60 per share of the Company's common stock). The conversion rate is subject to adjustment upon the occurrence of certain specified events as described in the Indenture. | ||||||||||||||||||||
Upon the occurrence of certain corporate events prior to the maturity date of the 5.25% Notes, the Company will, in certain circumstances, in addition to delivering the number of shares of the Company's common stock deliverable upon conversion of the 5.25% Notes based on the conversion rate then in effect (together with a cash payment in lieu of any fractional shares), pay holders that convert their 5.25% Notes a cash make-whole payment in an amount as described in the Indenture. The Company may, at its option, irrevocably elect to settle its obligation to pay any such make-whole payment in shares of its common stock instead of in cash. The amount of any make-whole payment, whether it is settled in cash or in shares of the Company's common stock upon the Company's election, will be determined based on the date on which the corporate event occurs or becomes effective and the stock price paid (or deemed to be paid) per share of the Company's common stock in the corporate event, as described in the Indenture. | ||||||||||||||||||||
The Company may not redeem the 5.25% Notes prior to October 5, 2016. On or after October 5, 2016, the Company may, at its option, redeem for cash all or any portion of the 5.25% Notes if the closing sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which notice of redemption is provided, exceeds 160% of the conversion price on each applicable trading day. In the event of the Company's redemption of the 5.25% Notes, the redemption price will equal 100% of the principal amount of the 5.25% Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for in the 5.25% Notes. | ||||||||||||||||||||
If the Company undergoes a fundamental change (as defined in the Indenture) prior to the maturity date of the 5.25% Notes, subject to certain conditions as described in the Indenture, holders may require the Company to purchase, for cash, all or any portion of their 5.25% Notes at a repurchase price equal to 100% of the principal amount of the 5.25% Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change purchase date. | ||||||||||||||||||||
The Indenture contains customary events of default with customary cure periods, including, without limitation, failure to make required payments or deliveries of shares of its common stock when due under the Indenture, failure to comply with certain covenants under the Indenture, failure to pay when due or acceleration of certain other indebtedness of the Company or certain of its subsidiaries, and certain events of bankruptcy and insolvency of the Company or certain of its subsidiaries. The occurrence of an event of default under the Indenture will allow either the trustee or the holders of at least 25% in principal amount of the then-outstanding 5.25% Notes to accelerate, or upon an event of default arising from certain events of bankruptcy or insolvency of the Company, will automatically cause the acceleration of, all amounts due under the 5.25% Notes. No events of default have occurred as of December 31, 2014. | ||||||||||||||||||||
The 5.25% Notes are senior unsecured obligations of the Company and rank senior in right of payment to the Company's future indebtedness that is expressly subordinated in right of payment to the 5.25% Notes; equal in right of payment to the Company's unsecured indebtedness that is not so subordinated; effectively junior to any of the Company's secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness (including trade payables) of the Company's subsidiaries. | ||||||||||||||||||||
Canton Bonds | ||||||||||||||||||||
On March 19, 2014, Canton Renewables LLC, ("Canton") a wholly owned subsidiary of the Company, completed the issuance of Solid Waste Facility Limited Obligation Revenue Bonds (Canton Renewables, LLC—Sauk Trail Hills Project) Series 2014 in the aggregate principal amount of $12,400 (the "Bonds"). | ||||||||||||||||||||
The Bonds were issued by the Michigan Strategic Fund (the "Issuer") and the proceeds of the issuance were loaned by the Issuer to Canton pursuant to a loan agreement that became effective on March 19, 2014 (the "Loan Agreement"). The Bonds are expected to be repaid from revenue generated by Canton from the sale of RNG and are secured by the revenue and assets of Canton. The Bond repayments will be amortized through July 1, 2022, the average coupon interest rate on the Bonds is 6.6%, and all but $1,000 of the principal amount of the Bonds is non-recourse to Canton's parent companies, including the Company. | ||||||||||||||||||||
Canton used the Bond proceeds primarily to (i) refinance the cost of constructing and equipping its RNG extraction and production project in Canton, Michigan and (ii) pay a portion of the costs associated with the issuance of the Bonds. The refinancing described in the prior sentence was accomplished through distributions to the Borrower's direct and indirect parent companies who provided the financing for the RNG production facility, and such companies have used such distributions to finance construction of additional RNG extraction and processing projects and for working capital purposes. | ||||||||||||||||||||
The Loan Agreement contains customary events of default, with customary cure periods, including without limitation, failure to make required payments when due under the Loan Agreement, failure to comply with certain covenants under the Loan Agreement, certain events of bankruptcy and insolvency of Canton, and the existence of an event of default under the indenture governing the Bonds that was entered between the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee. The occurrence of an event of default under the Loan Agreement will allow the Issuer or the trustee to accelerate all amounts due under the Loan Agreement. As of December 31, 2014, Canton had met its obligations under the Loan Agreement. | ||||||||||||||||||||
Other Debt | ||||||||||||||||||||
The Company has other debt due at various dates through 2020 bearing interest at rates up to 21.42% and with a weighted average interest rate of 5.72% and 6.80% as of December 31, 2013 and 2014, respectively. | ||||||||||||||||||||
Long-term debt and capital lease obligations at December 31, 2013 and 2014 consisted of the following: | ||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||
2013 | 2014 | |||||||||||||||||||
IMW Notes | $ | 12,121 | $ | — | ||||||||||||||||
DCEMB notes | 585 | — | ||||||||||||||||||
DCEMB revenue bonds | 36,500 | — | ||||||||||||||||||
7.5% Notes | 150,000 | 150,000 | ||||||||||||||||||
SLG Notes | 145,000 | 145,000 | ||||||||||||||||||
5.25% Notes | 250,000 | 250,000 | ||||||||||||||||||
Note (non-recourse to the Company) | 15,097 | — | ||||||||||||||||||
Bonds ($11,150 non-recourse to the Company) | — | 12,150 | ||||||||||||||||||
Capital lease obligations | 3,091 | 2,692 | ||||||||||||||||||
Other debt | 8,024 | 10,828 | ||||||||||||||||||
| | | | | | | | |||||||||||||
Total debt and capital lease obligations | 620,418 | 570,670 | ||||||||||||||||||
Less amounts due within one year | (23,401 | ) | (4,846 | ) | ||||||||||||||||
| | | | | | | | |||||||||||||
Total long-term debt and capital lease obligations | $ | 597,017 | $ | 565,824 | ||||||||||||||||
| | | | | | | | |||||||||||||
| | | | | | | | |||||||||||||
The following is a summary of aggregate maturities of long-term debt and capital lease obligations for each of the years ending December 31: | ||||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | |||||||||||||||
7.5% Notes | — | — | — | 50,000 | 50,000 | 50,000 | ||||||||||||||
SLG Notes | — | 145,000 | — | — | — | — | ||||||||||||||
5.25% Notes | — | — | — | 250,000 | — | — | ||||||||||||||
Canton Bonds ($11,150 non-recourse to the Company) | 1,240 | 1,390 | 1,420 | 1,460 | 1,555 | 5,085 | ||||||||||||||
Capital lease obligations | 700 | 386 | 483 | 188 | 183 | 752 | ||||||||||||||
Other debt | 2,906 | 2,009 | 2,147 | 1,916 | 1,313 | 537 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total | $ | 4,846 | $ | 148,785 | $ | 4,050 | $ | 303,564 | $ | 53,051 | $ | 56,374 | ||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Derivative_Transactions
Derivative Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Derivative Transactions | |
Derivative Transactions | (10) Derivative Transactions |
The Company had no commodity future contracts or forward exchange contracts outstanding during 2014. The Company marks -to -market its open futures positions and forward exchange contracts at the end of each period and records the net unrealized gain or loss during the period in derivative (gains) losses in the consolidated statements of operations or in accumulated other comprehensive income (loss) in the consolidated balance sheets in accordance with the applicable accounting guidance. In the years ended December 31, 2012, and 2013, the Company recorded unrealized gains of $2,151, and $108, respectively, in other comprehensive income (loss) related to its futures contracts. Of the Company's net futures contracts liability of $107 at December 31, 2012, $5 was recorded as an asset in prepaid expenses and other current assets and $112 was recorded as an accrued liability in the Company's consolidated balance sheet at December 31, 2012. The Company's ineffectiveness related to its futures contracts in the years ended December 31, 2012 and 2013 was insignificant. The Company's ineffectiveness related to its forward exchange contracts for the year ended December 31, 2013 was insignificant, and there were no forward contracts in place during 2012. During the years ended December 31, 2012 and 2013, the Company recognized a loss of $2,370 and $65, respectively, in cost of sales in the accompanying consolidated statements of operations related to its futures contracts that were settled during the respective years. These amounts were reclassified from accumulated other comprehensive income (loss). | |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Stockholders' Equity | ||||||||||||||
Stockholders' Equity | (11) Stockholders' Equity | |||||||||||||
Authorized Shares | ||||||||||||||
The Company's certificate of incorporation authorizes the issuance of two classes of capital stock designated as common stock and preferred stock, each having $0.0001 par value per share. As of December 31, 2014, the Company was authorized to issue 225,000,000 shares, of which 224,000,000 shares are designated common stock and 1,000,000 shares are designated preferred stock. | ||||||||||||||
Dividend Provisions | ||||||||||||||
The Company did not declare nor pay any dividends during the years ended December 31, 2012, 2013 or 2014. | ||||||||||||||
Voting Rights | ||||||||||||||
Each holder of common stock has the right to one vote per share owned on matters presented for stockholder action. | ||||||||||||||
Issuance of Common Stock and Warrants | ||||||||||||||
On October 28, 2008, the Company entered into a Placement Agent Agreement (the "Placement Agent Agreement") relating to the sale and issuance by the Company to select investors of 4,419,192 units (the "Units"), with each Unit consisting of (i) one share of the Company's common stock, (ii) a warrant to purchase up to 0.75 shares of the Company's common stock (the "Series I Warrant"), and (iii) one warrant to purchase up to 0.2571 shares of the Company's common stock (the "Series II Warrant"). The price of each Unit was $7.92 per Unit. The transaction closed on November 3, 2008, and the Company issued 4,419,192 shares of common stock, Series I Warrants to purchase up to 3,314,394 shares of common stock, and Series II Warrants to purchase up to 1,136,364 shares of common stock. The Company received approximately $32,484 after deducting the placement agent's fees and other offering expenses related to the Unit sale. The proceeds of $32,484 were allocated between the common stock, the Series I Warrants and the Series II Warrants. The Company allocated $19,166, $9,745 and $3,573 to the common stock, the Series I Warrants and the Series II Warrants, respectively. | ||||||||||||||
The Series I Warrants became exercisable beginning six months from the date of issuance, have a term of seven years from the date they became exercisable, and carry an exercise price of $12.68 per share. On November 10, 2010, the Company entered into an amendment with one of the holders of the Series I Warrants pursuant to which the expiration date of such warrant for the purchase of 1,183,712 shares of common stock was changed to November 10, 2010. In consideration of the modification to the expiration date, the Company agreed to pay the holder of such warrant approximately $3,172. The Company received notice on November 10, 2010 that such warrant was being exercised in full, and issued 1,183,712 shares of its common stock for an aggregate exercise price of approximately $15,009. Upon exercise, the Company recognized a gain of approximately $3,208 related to the transaction. For additional information on the Series I Warrants, see note 18. | ||||||||||||||
The Series II Warrants became exercisable on November 5, 2008 upon the failure of the California Alternative Fuel Vehicles and Renewable Energy Act, or Proposition 10, in the California statewide election. The Series II Warrants were all exercised on a cashless basis at the exercise price of $0.01 per share, which resulted in the issuance of 1,134,759 shares of common stock to the Series II Warrant holders on November 12, 2008. | ||||||||||||||
Concurrently with the execution of the Credit Agreement on November 7, 2012, the Company issued to GE a warrant (the "GE Warrant"), which entitles GE to purchase up to an aggregate of five million shares of the Company's common stock at a price per share of $0.01. The shares subject to the GE Warrant, as it was originally issued, were to become exercisable pursuant to the following schedule: (i) 500,000 shares were immediately exercisable (the "Commitment Fee Shares"), (ii) an additional 1,250,000 shares were to become exercisable at the time that the first Tranche A Loan is made under the Credit Agreement, (iii) an additional 1,250,000 shares were to become exercisable at the time that the first Tranche B Loan is made under the Credit Agreement, (iv) an additional 1,000,000 shares were to become exercisable at the time that Tranche A Loans in aggregate principal amount of at least $15,000 have been made under the Credit Agreement, and (v) the remaining 1,000,000 shares were to become exercisable at the time that Tranche B Loans in aggregate principal amount of at least $15,000 have been made under the Credit Agreement; provided, however, that if no Loans were made as contemplated by (ii) through (v) above pursuant to the Credit Agreement, an additional 500,000 shares (the "Termination Shares") were to become exercisable. On December 29, 2014, the Company and GE amended the GE Warrant to provide that the shares subject to the GE Warrant become exercisable pursuant to the following schedule: (i) the Commitment Fee Shares continue to be fully exercisable, (ii) the Termination Shares became exercisable on December 31, 2014, (iii) an additional 1,250,000 shares become exercisable at the time that the first Tranche A Loan is made under the Credit Agreement, (iv) an additional 1,250,000 shares become exercisable at the time that the first Tranche B Loan is made under the Credit Agreement, (v) an additional 750,000 shares become exercisable at the time that Tranche A Loans in aggregate principal amount of at least $15,000 have been made under the Credit Agreement, and (vi) the remaining 750,000 shares become exercisable at the time that Tranche B Loans in aggregate principal amount of at least $15,000 have been made under the Credit Agreement. | ||||||||||||||
The GE Warrant terminates on November 7, 2022. During the exercise period, if the Company issues or sells any shares of its common stock other than exempted securities (as defined in the GE Warrant) for a price per share less than a price equal to 80% of the market price on the day of such issue or sale, then, immediately after such issuance and sale, the number of shares then purchasable shall be increased on a proportionate basis by a formula set forth in the GE Warrant. All of the shares issuable upon exercise of the GE Warrant have been registered for resale by the holder thereof pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission. | ||||||||||||||
The Company measured the fair value of the 5,000,000 shares underlying the GE Warrant at $56,158 and recorded the amount in additional paid-in-capital and other long-term assets as a deferred financing cost. The fair value of the 500,000 shares that were immediately exercisable and the 500,000 shares that became exercisable on December 31, 2014 are being amortized over the estimated term of the Credit Agreement on the straight-line basis. The fair value of the remaining 4,000,000 shares will be allocated proportionately to the draws of the related Loans as they become exercisable and amortized over the estimated term of the draws using the effective interest method. The issuance of the GE Warrant is not included in the consolidated statements of cash flows as it is a non-cash financing activity. | ||||||||||||||
Conversion of Convertible Debt into Common Stock | ||||||||||||||
In April 2012, $1,003 of principal and accrued interest under a SLG Note was converted by the holder thereof into 66,888 shares of the Company's common stock. | ||||||||||||||
In January and February 2013, $4,030 of principal and accrued interest under an SLG Note was converted by the holder thereof into 268,664 shares of the Company's common stock. | ||||||||||||||
Stock-Based Compensation | ||||||||||||||
The following table summarizes the compensation expense and related income tax benefit related to the stock-based compensation expense recognized during the years ended December 31, 2012, 2013 and 2014: | ||||||||||||||
Years Ended December 31, | ||||||||||||||
2012 | 2013 | 2014 | ||||||||||||
Stock-based compensation expense | $ | 22,087 | $ | 23,008 | $ | 11,514 | ||||||||
| | | | | | | | | | | ||||
Stock-based compensation expense, net of tax | $ | 22,087 | $ | 23,008 | $ | 11,514 | ||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Stock Option Plans | ||||||||||||||
In December 2002, the Company adopted its 2002 Stock Option Plan ("2002 Plan"). When the 2002 Plan was available for the issuance of new awards, the Company's board of directors determined eligibility, vesting schedules, and exercise prices for options granted thereunder. Options generally have a term of ten years. | ||||||||||||||
Under the 2002 Plan, eligible persons could be issued options for services rendered to the Company. Under the 2002 Plan, the purchase price per share for each option granted could not be less than 100% of the fair market value of the Company's common stock on the date of such option grant; provided, however, that the purchase price per share of common stock issued to a 10% stockholder could not be less than 110% of the fair market value of the Company's common stock on the date of such option grant. Options generally vest over a three-year period. | ||||||||||||||
In December 2006, the Company adopted its 2006 Equity Incentive Plan ("2006 Plan"). The 2006 Plan was effective on May 24, 2007, the date the Company completed its initial public offering of common stock. The 2002 Plan became unavailable for new awards upon the effectiveness of the 2006 Plan. If any outstanding option under the 2002 Plan expires or is cancelled, the shares allocable to the unexercised portion of that option will be added to the share reserve under the 2006 Plan and will be available for grant under the 2006 Plan. As of December 31, 2014, the Company had 18,890,500 shares reserved for issuance under its option plans. At December 31, 2014, the Company had 779,127 shares available for future grant under the 2006 Plan. | ||||||||||||||
Stock Options | ||||||||||||||
The following table summarizes stock option activity during the year ended December 31, 2014: | ||||||||||||||
Number of | Weighted | Weighted | Aggregate | |||||||||||
Shares | Average | Average | Intrinsic | |||||||||||
Exercise | Remaining | Value | ||||||||||||
Price | Contractual | |||||||||||||
Term | ||||||||||||||
(in years) | ||||||||||||||
Outstanding, December 31, 2013 | 11,526,998 | $ | 11.79 | |||||||||||
Options granted | 957,000 | 10.23 | ||||||||||||
Options exercised | (468,279 | ) | 3.78 | |||||||||||
Options forfeited | (529,418 | ) | 13.4 | |||||||||||
| | | | | | | | | | | | | | |
Outstanding, December 31, 2014 | 11,486,301 | 11.91 | 5.04 | — | ||||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Exercisable, December 31, 2014 | 9,875,201 | 11.94 | 4.46 | — | ||||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
As of December 31, 2014, there was $6,967 of total unrecognized compensation cost related to non-vested shares underlying outstanding stock options. That cost is expected to be recognized over a weighted average period of 1.5 years. The total fair value of shares vested during the year ended December 31, 2014 was $8,101. | ||||||||||||||
The Company is obligated to issue new shares of its common stock upon exercise of outstanding stock options. The intrinsic value of all stock options exercised during 2012, 2013 and 2014 was $18,822, $935, and $2,568, respectively. | ||||||||||||||
The fair value of each stock option granted during the year ended December 31, 2014 was estimated as of the date of grant using the Black-Scholes option pricing model and using the following assumptions: | ||||||||||||||
Dividend yield | 0.00% | |||||||||||||
Expected volatility | 52.3% to 67.0% | |||||||||||||
Risk-free interest rate | 1.1% to 1.8% | |||||||||||||
Expected life in years | 6 | |||||||||||||
The weighted-average grant date fair value of options granted during the years ended December 31, 2012, 2013, and 2014, was $7.95, $6.86, and $5.32, respectively. The volatility amounts used during the periods were estimated based on the Company's historical volatility and the Company's implied volatility of its traded options. The expected lives used during the periods were based on historical exercise periods and the Company's anticipated exercise periods for its outstanding stock options. The risk free rates used during the periods were based on the U.S. Treasury yield curve for the expected life of the stock options at the time of grant. The Company recorded $14,199, $13,751, and $7,286 of stock option expense during the years ended December 31, 2012, 2013 and 2014, respectively. The Company has not recorded any tax benefit related to its stock option expense. | ||||||||||||||
Market-Based Restricted Stock Units | ||||||||||||||
The Company issued 2,034,500 market-based restricted stock units ("Market-Based RSUs") to certain key employees during 2012 and 2014. A holder of Market-Based RSUs will receive one share of the Company's common stock for each Market-Based RSU held if (x) between two years and four years from the date of grant of the Market-Based RSU, the closing price of the Company's common stock equals or exceeds, for twenty consecutive trading days, 135% of the closing price of the Company's common stock on the Market-Based RSU grant date (the "Stock Price Condition") and (y) the holder is employed by the Company at the time the Stock Price Condition is satisfied. If the Stock Price Condition is not satisfied prior to four years from the date of grant, the Market-Based RSUs will be automatically forfeited. The Market-Based RSUs are subject to the terms and conditions of the Company's 2006 Plan and a Notice of Grant of Restricted Stock Unit and Restricted Stock Unit Agreement. | ||||||||||||||
The following table summarizes the Company's Market-Based RSU activity during the year ended December 31, 2014: | ||||||||||||||
Number of | Weighted | Weighted | ||||||||||||
ares | Average | Average | ||||||||||||
Fair Value at Grant | Remaining | |||||||||||||
Date | Contractual | |||||||||||||
Term (in years) | ||||||||||||||
Outstanding, December 31, 2013 | 1,545,000 | $ | 11.42 | |||||||||||
RSUs granted | 489,500 | 8.26 | ||||||||||||
RSUs vested | — | |||||||||||||
RSUs forfeited | (265,500 | ) | 10.62 | |||||||||||
| | | | | | | | | | | ||||
Outstanding and non-vested, December 31, 2014 | 1,769,000 | $ | 10.67 | 1.57 | ||||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
As of December 31, 2014, there was $2,191 of total unrecognized compensation cost related to non-vested shares underlying outstanding Market-Based RSUs. That cost is expected to be recognized over a weighted average period of 1.1 years. | ||||||||||||||
The Company recorded $8,821 and $2,556 of expense in 2013 and 2014, respectively, related to the Market-Based RSUs. The Company has not recorded any tax benefit related to its Market-Based RSU expense. | ||||||||||||||
The fair value of the Market-Based RSUs granted during the year ended December 31, 2014 was estimated on the date of grant using the Monte Carlo method and using the following assumptions: | ||||||||||||||
February 2, 2014 | ||||||||||||||
Dividend yield | 0.00 | % | ||||||||||||
Expected volatility | 47.0 | % | ||||||||||||
Risk-free interest rate | 1.1 | % | ||||||||||||
Expected life in years | 2.0 | |||||||||||||
Service-Based Restricted Stock Units | ||||||||||||||
The Company has issued service-based restricted stock units ("Service-Based RSUs") to key employees that vest annually over the three years following the date of issuance at a rate of 34%, 33% and 33%, respectively, if the holder is in service to the Company at each vesting date. The Service-Based RSUs are subject to the terms and conditions of the Company's 2006 Plan and a Notice of Grant of Restricted Stock Unit and Restricted Stock Unit Agreement. | ||||||||||||||
The following table summarizes the Company's Service-Based RSU activity during the year ended December 31, 2014: | ||||||||||||||
Number of | Weighted | Weighted | ||||||||||||
Shares | Average | Average | ||||||||||||
Fair Value at Grant | Remaining | |||||||||||||
Date | Contractual | |||||||||||||
Term (in years) | ||||||||||||||
Nonvested at December 31, 2013 | 45,836 | $ | 13.09 | |||||||||||
RSUs granted | 792,500 | 5.54 | ||||||||||||
RSUs vested | (15,584 | ) | 13.09 | |||||||||||
RSUs forfeited | — | |||||||||||||
| | | | | | | | | | | ||||
Outstanding and non-vested at December 31, 2014 | 822,752 | $ | 5.82 | 2.85 | ||||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
As of December 31, 2014, there was $4,186 of total unrecognized compensation cost related to non-vested shares underlying outstanding Service-Based RSUs. That cost is expected to be recognized evenly over a period of 2.8 years. | ||||||||||||||
The Company recorded $51 and $365 of expense in 2013 and 2014, respectively, related to the Service-Based RSUs. The Company has not recorded any tax benefit related to its Service-Based RSU expense. | ||||||||||||||
The fair value of each Service-Based RSU granted in during the year ended December 31, 2014 was estimated using the closing stock price of the Company's common stock on the date of grant. | ||||||||||||||
Employee Stock Purchase Plan | ||||||||||||||
On May 7, 2013, the Company adopted an employee stock purchase plan (the "ESPP"), pursuant to which eligible employees may purchase shares of the Company's common stock at 85% of the fair market value of the common stock on the last trading day of two consecutive, non-concurrent offering periods each year. The Company has reserved 2,500,000 shares of its common stock for issuance under the ESPP, and the first offering period under the ESPP commenced on September 1, 2013. | ||||||||||||||
The Company recorded $29 and $67 of expense related to the ESPP during 2013 and 2014, respectively. The Company has not recorded any tax benefits related to its ESPP expense. At December 31, 2014, the Company had sold an aggregate of 57,881 shares pursuant to the ESPP. | ||||||||||||||
Non-Qualified Non-Public Subsidiary Unit Options | ||||||||||||||
In September 2013, the Company's wholly owned subsidiary Clean Energy Renewable Fuels, LLC ("CERF") adopted the Clean Energy Renewable Fuels, LLC 2013 Unit Option Plan (the "CERF Plan"). 150,000 Class B units representing membership interests in CERF were initially reserved for issuance under the CERF Plan. | ||||||||||||||
The following table summarizes CERF's unit option activity during the year ended December 31, 2014: | ||||||||||||||
Number of | Weighted | Weighted | Aggregate | |||||||||||
Units | Average | Average | Intrinsic | |||||||||||
Exercise | Remaining | Value | ||||||||||||
Price | Contractual | |||||||||||||
Term (in years) | ||||||||||||||
Outstanding, December 31, 2013 | 115,000 | $ | 40.80 | |||||||||||
Options granted | — | — | — | — | ||||||||||
| | | | | | | | | | | | | | |
Outstanding and non-vested, December 31, 2014 | 115,000 | $ | 40.80 | 8.72 | $ | — | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
As of December 31, 2014, there was $2,070 of total unrecognized compensation cost related to non-vested units underlying outstanding unit options. That cost is expected to be recognized over a weighted average period of 1.8 years. | ||||||||||||||
The fair value of each unit option is estimated as of the date of grant using the Black-Scholes option pricing model and using the following assumptions: | ||||||||||||||
Dividend yield | 0.00 | % | ||||||||||||
Expected volatility | 96.4 | % | ||||||||||||
Risk-free interest rate | 1.9 | % | ||||||||||||
Expected life in years | 6.0 | |||||||||||||
The grant date fair value of options granted in September 2013 was $31.65, which was determined contemporaneously with the grants. The volatility amounts used during the period were estimated based on the historical volatility of a certain peer group of CERF for a period commensurate with the expected life of the unit options granted. The expected life used was CERF's anticipated exercise periods for its outstanding unit options. The risk free rate was based on the U.S. Treasury yield curve for the expected life of the unit options at the time of grant. CERF recorded $356 and $1,240 of unit option expense during 2013 and 2014, respectively. CERF has not recorded any tax benefit related to its unit option expense. | ||||||||||||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Income Taxes | |||||||||||
Income Taxes | (12) Income Taxes | ||||||||||
The components of loss before income taxes for the years ended December 31, 2012, 2013, and 2014 are as follows: | |||||||||||
2012 | 2013 | 2014 | |||||||||
U.S. | $ | (91,608 | ) | $ | (40,195 | ) | $ | (64,913 | ) | ||
Foreign | (7,960 | ) | (23,009 | ) | (24,871 | ) | |||||
| | | | | | | | | | | |
$ | (99,568 | ) | $ | (63,204 | ) | $ | (89,784 | ) | |||
| | | | | | | | | | | |
| | | | | | | | | | | |
The provision (benefit) for income taxes consists of the following: | |||||||||||
2012 | 2013 | 2014 | |||||||||
Current: | |||||||||||
Federal | $ | 269 | $ | 87 | $ | 190 | |||||
State | 302 | 310 | 238 | ||||||||
Foreign | (61 | ) | 2,910 | 1,017 | |||||||
| | | | | | | | | | | |
Total current | 510 | 3,307 | 1,445 | ||||||||
Deferred: | |||||||||||
Federal | — | 134 | 29 | ||||||||
State | — | 47 | (10 | ) | |||||||
Foreign | 784 | 227 | (389 | ) | |||||||
| | | | | | | | | | | |
Total deferred | 784 | 408 | (370 | ) | |||||||
| | | | | | | | | | | |
Total | $ | 1,294 | $ | 3,715 | $ | 1,075 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Income tax expense (benefit) for the years ended December 31, 2012, 2013 and 2014 differs from the "expected" amount computed using the federal income tax rate of 35% as a result of the following: | |||||||||||
2012 | 2013 | 2014 | |||||||||
Computed expected tax expense (benefit) | $ | (34,849 | ) | $ | (22,121 | ) | $ | (30,415 | ) | ||
Nondeductible expenses | 5,194 | 7,216 | 10,690 | ||||||||
Tax rate differential on foreign earnings | (717 | ) | 2,993 | 5,733 | |||||||
Basis difference on sale | — | (6,457 | ) | — | |||||||
Tax credits | — | (35,604 | ) | (8,286 | ) | ||||||
Other | (1,442 | ) | 82 | (1,121 | ) | ||||||
Change in valuation allowance | 33,108 | 57,606 | 24,474 | ||||||||
| | | | | | | | | | | |
Total tax expense (benefit) | $ | 1,294 | $ | 3,715 | $ | 1,075 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
During the fourth quarter of 2014, federal tax legislation extended the VETC through December 31, 2014 with retroactive effect to the beginning of 2014. In addition, during the first quarter of 2013, federal tax legislation extended the VETC through December 31, 2013 with retroactive effect to the beginning of 2012. Federal tax guidance was issued in 2013 that clarified that the VETC in excess of the Company's fuel tax obligation, which is collected from customers, can be excluded from taxable income. The Company recorded a federal tax benefit of $8,221 and $7,068 related to the exclusion of VETC associated with 2014 and 2013 fuel sales in excess of its fuel tax obligation and a federal tax benefit of $27,497 was recorded in 2013 related to the exclusion of similar VETC amounts associated with fuel sales from 2006 through 2012. These amounts increased the Company's deferred tax asset attributed to its federal net operating loss carryforwards and the Company's deferred tax asset valuation allowance. | |||||||||||
Deferred tax assets and liabilities result from differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The tax effect of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2013 and 2014 are as follows: | |||||||||||
2013 | 2014 | ||||||||||
Deferred tax assets: | |||||||||||
Accrued expenses | $ | 3,367 | $ | 4,834 | |||||||
Sales-type leases | 997 | 908 | |||||||||
Alternative minimum tax and general business credits | 4,903 | 4,966 | |||||||||
Derivative loss | 1,161 | 527 | |||||||||
Stock option expense | 20,832 | 21,741 | |||||||||
Other | 4,693 | 2,596 | |||||||||
Loss carryforwards | 126,563 | 147,706 | |||||||||
| | | | | | | | ||||
Total deferred tax assets | 162,516 | 183,278 | |||||||||
Less valuation allowance | (136,969 | ) | (160,436 | ) | |||||||
| | | | | | | | ||||
Net deferred tax assets | 25,547 | 22,842 | |||||||||
| | | | | | | | ||||
Deferred tax liabilities: | |||||||||||
Depreciation and amortization | (21,800 | ) | (20,028 | ) | |||||||
Goodwill | (1,626 | ) | (3,864 | ) | |||||||
Partnership income | (3,540 | ) | — | ||||||||
| | | | | | | | ||||
Total deferred tax liabilities | (26,966 | ) | (23,892 | ) | |||||||
| | | | | | | | ||||
Net deferred tax liabilities | $ | (1,419 | ) | $ | (1,050 | ) | |||||
| | | | | | | | ||||
| | | | | | | | ||||
At December 31, 2014, the Company had federal, state and foreign net operating loss carryforwards of approximately $369,332, $284,828 and $50,334, respectively. The Company's federal, state and foreign net operating loss carryforwards will, if not utilized, expire beginning in 2026, 2015 and 2028, respectively. The Company also has federal tax credit carryforwards of $4,750 that will expire beginning in 2026. Due to the change of ownership provisions of Internal Revenue Code Section 382, utilization of a portion of the Company's net operating loss and tax credit carryforwards may be limited in future periods. | |||||||||||
In assessing the realizability of the net deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers projected future taxable income and tax planning strategies in making this assessment. As of December 31, 2013 and 2014, the Company provided a valuation allowance of $136,969, and $160,436, respectively, to reduce the net deferred tax assets due to uncertainty surrounding the realizability of these assets. The net increase in the valuation allowance for the years ended December 31, 2013, and 2014 was $55,711, and $23,468, respectfully. The changes in the valuation allowance were primarily attributable to operating losses incurred in certain jurisdictions for which a full valuation allowance was established. | |||||||||||
As of December 31, 2014, the Company has not provided deferred U.S. income taxes or foreign withholding taxes on temporary differences of approximately $3,327 resulting from earnings of certain non-U.S. subsidiaries which are permanently reinvested outside the U.S. Unrecognized deferred taxes on remittance of these funds are not expected to be material. | |||||||||||
The Company does not recognize the impact of a tax position in its financial statements unless the position is more likely than not to be sustained, based on the technical merits of the position. The unrecognized tax benefits of $21,974 at December 31, 2014 included $692 of tax benefits that, if recognized, would reduce the Company's annual effective tax rate. The remaining $21,282, if recognized, would not result in a tax benefit since it would be fully offset with a valuation allowance. | |||||||||||
The following is a tabular reconciliation of the total amounts of unrecognized tax benefits for the years ended December 31, 2012, 2013 and 2014: | |||||||||||
Unrecognized tax benefit—December 31, 2012 | $ | 515 | |||||||||
Gross increases—tax positions in current year | 16,685 | ||||||||||
Gross increases—tax positions in prior years | 198 | ||||||||||
| | | | | |||||||
Unrecognized tax benefit—December 31, 2013 | 17,398 | ||||||||||
Gross increases—tax positions in current year | 4,722 | ||||||||||
Gross increases—tax positions in prior years | (146 | ) | |||||||||
| | | | | |||||||
Unrecognized tax benefit—December 31, 2014 | $ | 21,974 | |||||||||
| | | | | |||||||
| | | | | |||||||
The increase in the Company's unrecognized tax benefits during 2013 and 2014 is primarily attributable to the portion of VETC offset by the fuel tax the Company collected from its customers as an unrecognized tax benefit during 2013 and 2014. The Company believes the portion of VETC that is offset by the fuel tax the Company collects from its customers can be excluded from taxable income, although the ultimate outcome of this tax position is uncertain. The Company's changes in its unrecognized tax benefits related to prior years were attributable to transfer pricing on the sale of goods and services. | |||||||||||
FASB authoritative guidance requires the Company to accrue interest and penalties where there is an underpayment of taxes based on the Company's best estimate of the amount ultimately to be paid. The Company's policy is to recognize interest accrued related to unrecognized tax benefits and penalties as income tax expense. During each of the years ended December 31, 2012, 2013 and 2014, the Company accrued interest of $21, $75, and, $120, respectively. | |||||||||||
The Company is subject to taxation in the United States and various states and foreign jurisdictions. The Company's tax years for 2010 through 2014 are subject to examination by various tax authorities. The Company is no longer subject to U.S. examination for years before 2011, and state examinations for years before 2010. | |||||||||||
A number of years may elapse before an uncertain tax position is finally resolved. It is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position, but the Company believes that its reserves for income taxes reflect the most probable outcomes. The Company adjusts the reserve, as well as the related interest and penalties, in light of changing facts and circumstances. The amount of penalties accrued is immaterial. Settlement of any particular position would usually require the use of cash and result in the reduction of the related reserve, or there could be a change in the amount of the Company's net operating loss. The resolution of a matter would be recognized as an adjustment to the provision for income taxes at the effective tax rate in the period of resolution. The Company does not expect a significant increase or decrease in its uncertain tax positions within the next twelve months. | |||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies | |||||
Commitments and Contingencies | (13) Commitments and Contingencies | ||||
Environmental Matters | |||||
The Company is subject to federal, state, local, and foreign environmental laws and regulations. The Company does not anticipate any expenditures to comply with such laws and regulations which would have a material impact on the Company's consolidated financial position, results of operations, or liquidity. The Company believes that its operations comply, in all material respects, with applicable federal, state, local and foreign environmental laws and regulations. | |||||
Litigation, Claims and Contingencies | |||||
The Company may become party to various legal actions that arise in the ordinary course of its business. During the course of its operations, the Company is also subject to audit by tax authorities for varying periods in various federal, state, local and foreign tax jurisdictions. Disputes may arise during the course of such audits as to facts and matters of law. It is impossible to determine the ultimate liabilities that the Company may incur resulting from any such lawsuits, claims and proceedings, audits, commitments, contingencies and related matters or the timing of these liabilities, if any. If these matters were to ultimately be resolved unfavorably, an outcome not currently anticipated, it is possible that such outcome could have a material adverse effect upon the Company's consolidated financial position, results of operations, or liquidity. However, the Company believes that the ultimate resolution of such matters will not have a material adverse effect on the Company's consolidated financial position, results of operations, or liquidity. | |||||
Operating Lease Commitments | |||||
The Company leases facilities, including the land for its LNG production plant in Boron, California, and certain equipment under noncancelable operating leases expiring at various dates through 2038. The following schedule represents the future minimum lease obligations for all noncancelable operating leases as of December 31, 2014: | |||||
Fiscal year: | |||||
2015 | $ | 10,343 | |||
2016 | 9,124 | ||||
2017 | 7,492 | ||||
2018 | 5,348 | ||||
2019 | 5,153 | ||||
Thereafter | 21,958 | ||||
| | | | | |
Total future minimum lease payments | $ | 59,418 | |||
| | | | | |
| | | | | |
Rent expense, including variable rent, totaled $7,737, $10,504, and $10,140 for the years ended December 31, 2012, 2013 and 2014, respectively. | |||||
Long-Term Take-or-Pay Natural Gas Supply Contracts | |||||
In October 2007, the Company entered into an LNG supply contract with Desert Gas Services (formerly known as Spectrum Energy Services, LLC) ("DGS") to purchase, on a take-or-pay basis over a term of ten years, 45,000 gallons per day, which was increased to 65,000 gallons per day in March 2014, of LNG from a plant constructed by DGS in Ehrenberg, Arizona, which is near the California border. This obligation began in March 2010, and for the years ended December 31, 2012, 2013 and 2014, the Company paid approximately $8,153, $11,404, and $14,267 respectively, under the take-or-pay supply contract. The contract expires in October 2017. At December 31, 2014, the fixed commitments under this contract totaled approximately $7,974, $4,628, and 3,857 for the years ending December 31, 2015 through December 31, 2017. | |||||
Geographic_Information
Geographic Information | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Geographic Information | |||||||||||
Geographic Information | (14) Geographic Information | ||||||||||
Several of the Company's functions, including marketing, engineering, and finance are performed at the corporate level. As a result, significant interdependence and overlap exists among the Company's geographic areas. Accordingly, revenue, operating income (loss), and long-lived assets shown for each geographic area may not be the amounts which would have been reported if the geographic areas were independent of one another. Revenue by geographic area is based on where services are rendered and finished goods are sold. Operation income (loss) is based on the location of the entity selling the finished goods or providing the services. | |||||||||||
2012 | 2013 | 2014 | |||||||||
Revenue: | |||||||||||
United States | $ | 286,125 | $ | 292,250 | $ | 360,881 | |||||
Canada | 8,364 | 13,922 | 16,241 | ||||||||
Other | 39,519 | 46,303 | 51,818 | ||||||||
| | | | | | | | | | | |
Total revenue | $ | 334,008 | $ | 352,475 | $ | 428,940 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Operating income (loss): | |||||||||||
United States | $ | (69,030 | ) | $ | (44,797 | ) | $ | (41,543 | ) | ||
Canada | (188 | ) | (1,594 | ) | (3,087 | ) | |||||
Other | (1,304 | ) | (5,300 | ) | (9,734 | ) | |||||
| | | | | | | | | | | |
Total operating income (loss) | $ | (70,522 | ) | $ | (51,691 | ) | $ | (54,364 | ) | ||
| | | | | | | | | | | |
| | | | | | | | | | | |
Long-lived assets: | |||||||||||
United States | $ | 480,067 | $ | 544,638 | $ | 582,028 | |||||
Canada | 122,291 | 103,997 | 85,984 | ||||||||
Other | 3,547 | 7,537 | 6,854 | ||||||||
| | | | | | | | | | | |
Total long-lived assets | $ | 605,905 | $ | 656,172 | $ | 674,866 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The Company's goodwill and intangible assets at December 31, 2012, 2013 and 2014 relate to its United States operations and its BAF (through June 28, 2013, see note 2), IMW, Northstar, and NG Advantage (beginning on October 14, 2014, see note 2) operations. | |||||||||||
401k_Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2014 | |
401(k) Plan | |
401(k) Plan | (15) 401(k) Plan |
The Company has established a savings plan ("Savings Plan") which is qualified under Section 401(k) of the Internal Revenue Code. Eligible employees may elect to make contributions to the Savings Plan through salary deferrals of up to 90% of their base pay, subject to Internal Revenue Code limitations. The Company may make discretionary contributions to the Savings Plans that are subject to limitations. For the years ended December 31, 2012, 2013, and 2014 the Company contributed approximately $1,289, $1,448, and $1,040 of matching contributions to the Savings Plan, respectively. | |
Supplier_Concentrations
Supplier Concentrations | 12 Months Ended |
Dec. 31, 2014 | |
Supplier Concentrations | |
Supplier Concentrations | (16) Supplier Concentrations |
During 2012, 2013, and 2014, the Company incurred approximately 8%, 3%, and 4% respectively, of its natural gas expense related to its LNG sales from Williams Gas Processing Company pursuant to a floating rate purchase contract that includes minimum purchase commitments. During 2012, 2013, and 2014, the Company incurred approximately 31%, 22%, and 17% respectively, of its natural gas expense related to its LNG sales from Shell Energy, which supplies the Company's LNG plant in California (through April of 2013) and DGS's plant in Arizona, where the Company has a take or pay obligation. During 2012, 2013 and 2014, the Company incurred approximately 16%, 7%, and 3%, respectively, of its natural gas costs related to its CNG operations from the SoCal Gas Company (through May of 2013) and San Diego Gas and Electric. During the second quarter of 2013, the Company switched from Shell Energy and SoCal Gas Company to BP Energy for its natural gas supply to its LNG plant in California and to its CNG operations in California. The Company incurred approximately 24% of its natural gas expense related to its LNG and CNG sales from BP Energy during 2014. Any inability to obtain natural gas in the amounts needed on a timely basis or at commercially reasonable prices could result in interruption of gas deliveries or increases in gas costs, which could have a material adverse effect on the Company's business, financial condition, and results of operations until alternative sources could be identified and established at a reasonable cost. | |
Capitalized_Lease_Obligation_a
Capitalized Lease Obligation and Receivables | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Capitalized Lease Obligation and Receivables | |||||
Capitalized Lease Obligation and Receivables | (17) Capitalized Lease Obligation and Receivables | ||||
The Company leases equipment under capital leases with a weighted-average interest rate of 15.02%. At December 31, 2014, future payments under these capital leases are as follows: | |||||
2015 | $ | 1,006 | |||
2016 | 644 | ||||
2017 | 686 | ||||
2018 | 365 | ||||
2019 | 357 | ||||
Thereafter | 938 | ||||
| | | | | |
Total minimum lease payments | 3,996 | ||||
Less amount representing interest | (1,304 | ) | |||
| | | | | |
Present value of future minimum lease payments | 2,692 | ||||
Less current portion | (700 | ) | |||
| | | | | |
Capital lease obligations, less current portion | $ | 1,992 | |||
| | | | | |
| | | | | |
The value of the equipment under capital lease as of December 31, 2013 and 2014 was $6,802 and $4,898, with related accumulated amortization of $4,185 and $1,936, respectively. | |||||
The Company also leases certain fueling station equipment to certain customers under sales-type leases at a weighted average effective interest rate of 4.37%. The leases are payable in varying monthly installments through February 2018. | |||||
At December 31, 2014, future receipts under these leases are as follows: | |||||
2015 | $ | 487 | |||
2016 | 395 | ||||
2017 | 194 | ||||
2018 | 65 | ||||
2019 | — | ||||
Thereafter | — | ||||
| | | | | |
Total | 1,141 | ||||
Less amount representing interest | (70 | ) | |||
| | | | | |
$ | 1,071 | ||||
| | | | | |
| | | | | |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Fair Value Measurements | ||||||||||||||
Fair Value Measurements | (18) Fair Value Measurements | |||||||||||||
The Company follows the authoritative guidance for fair value measurements with respect to assets and liabilities that are measured at fair value on a recurring basis and nonrecurring basis. Under the standard, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as of the measurement date. The standard also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The hierarchy consists of the following three levels: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly; Level 3 inputs are unobservable inputs for the asset or liability. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. | ||||||||||||||
During the twelve months ended December 31, 2014, the Company's financial instruments consisted of available-for-sale securities, debt instruments, a contingent consideration obligation, and its Series I warrants. For available-for-sale securities, the fair value is determined by the most recent trading prices available for each security or for comparable securities, and thus represent Level 2 fair value measurements. The Company uses projected financial results for the respective entity, discounted to reflect the time value of money, to value its contingent consideration obligations, which is considered to be a Level 3 fair value measurement. The fair values of the Company's debt instruments approximated their carrying values at December 31, 2013 and 2014. The Company uses the Black-Scholes model to value the Series I Warrants. The Company believes the best method to approximate a market participant's view of the volatility of its Series I Warrants has been to use the implied volatilities of its short-term (i.e. 3 to 9 month) traded options and extrapolate the data over the remaining term of the Series I Warrants, which was approximately 1.33 years as of December 31, 2014. This method has been utilized consistently in the periods presented. Given that the extrapolation beyond the term of the short term exchange traded options is not based on observable market inputs for a significant portion of the remaining term of the warrants, the Series I Warrants have been classified as a Level 3 fair value measurement. | ||||||||||||||
The following tables provide information by level for assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2013 and December 31, 2014, respectively: | ||||||||||||||
Description | Balance at | Level 1 | Level 2 | Level 3 | ||||||||||
December 31, 2013 | ||||||||||||||
Assets: | ||||||||||||||
Available-for-sale securities(1): | ||||||||||||||
Certificate of deposits | $ | 35,621 | $ | — | $ | 35,621 | $ | — | ||||||
Municipal bonds and notes | 59,795 | — | 59,795 | — | ||||||||||
Corporate bonds | 42,824 | — | 42,824 | — | ||||||||||
Liabilities: | ||||||||||||||
Contingent consideration obligation | 384 | — | — | 384 | ||||||||||
Series I Warrants(2) | 7,164 | — | — | 7,164 | ||||||||||
Description | Balance at | Level 1 | Level 2 | Level 3 | ||||||||||
December 31, 2014 | ||||||||||||||
Assets: | ||||||||||||||
Available-for-sale securities(1): | ||||||||||||||
Certificate of deposits | $ | 35,355 | $ | — | $ | 35,355 | $ | — | ||||||
Municipal bonds and notes | 38,652 | — | 38,652 | — | ||||||||||
Zero coupon bonds | 3,306 | — | 3,306 | — | ||||||||||
Corporate bonds | 45,233 | — | 45,233 | — | ||||||||||
Liabilities: | ||||||||||||||
Contingent consideration obligation | — | — | — | — | ||||||||||
Series I Warrants(2) | 1,416 | — | — | 1,416 | ||||||||||
-1 | Included in short-term investments in the consolidated balance sheets. See note 4 for further information. | |||||||||||||
-2 | Included in other long-term liabilities in the consolidated balance sheets. | |||||||||||||
The following tables provide a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis in the tables above that used significant unobservable inputs (Level 3). | ||||||||||||||
Liabilities: Contingent Consideration | 2013 | 2014 | ||||||||||||
Beginning Balance | $ | 1,516 | $ | 384 | ||||||||||
Gain included in earnings | (1,132 | ) | (208 | ) | ||||||||||
Payments | — | (176 | ) | |||||||||||
Transfers In/Out | — | — | ||||||||||||
| | | | | | | | |||||||
Ending Balance | $ | 384 | — | |||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Liabilities: Series I Warrants | 2013 | 2014 | ||||||||||||
Beginning Balance | $ | 8,102 | $ | 7,164 | ||||||||||
Gain included in earnings | (938 | ) | (5,748 | ) | ||||||||||
Issuance of warrants | — | — | ||||||||||||
Exercise of warrants | — | — | ||||||||||||
Transfers In/Out | — | — | ||||||||||||
| | | | | | | | |||||||
Ending Balance | $ | 7,164 | $ | 1,416 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
There were no long-lived asset impairments in 2013. In the fourth quarter of 2014, the Company determined that a long-lived intangible asset related to a contract acquired in the IMW acquisition was impaired due to the cancellation of the contract. Accordingly, the Company recorded an impairment charge of $4,772 related to intangible assets. | ||||||||||||||
Valuation processes for Level 3 fair value measurements and sensitivity to changes in significant unobservable inputs | ||||||||||||||
Fair value measurements of liabilities which fall within Level 3 of the fair value hierarchy are determined by the Company's accounting department, who report to the Company's Chief Financial Officer. The fair value measurements are compared to those of the prior reporting periods to ensure that changes are consistent with expectations of management based upon the sensitivity and nature of the inputs. | ||||||||||||||
Series I Warrant Liability | ||||||||||||||
The Company estimated the fair value of its Series I Warrant liability using the Black-Scholes model based on the following inputs as of December 31, 2014: | ||||||||||||||
Unobservable Input | Range or Weighted Average | |||||||||||||
Current market price of the Company's common stock | $ | |||||||||||||
5.00 | ||||||||||||||
Exercise price of the warrant | $ | |||||||||||||
12.68 | ||||||||||||||
Dividend yield | 0.00% | |||||||||||||
Remaining term of the warrant | 1.33 | |||||||||||||
Implied volatility of the Company's common stock | 85.0% - 85.9% | |||||||||||||
Assumed discount rate | Simple average of 0.46% | |||||||||||||
Significant changes in any of those inputs in isolation can result in a significant change in the fair value measurement. Generally, a positive change in the market price of the Company's common stock, an increase in the volatility of the Company's common stock, or an increase in the remaining term of the warrant would result in a directionally similar change in the estimated fair value of the Company's Series I Warrants and thus an increase in the associated liability. An increase in the assumed discount rate or a decrease in the positive differential between the warrant's exercise price and the market price of the Company's common stock would result in a decrease in the estimated fair value measurement of the Series I Warrants and thus a decrease in the associated liability. The Company has not, nor does it plan to, declare dividends on its common stock, and thus, there is no directionally similar change in the estimated fair value of the warrants due to the dividend assumption. | ||||||||||||||
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Event | |
Subsequent Events | (19) Subsequent Events |
None. | |
Schedule_II_Valuation_and_Qual
Schedule II: Valuation and Qualifying Accounts | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Schedule II: Valuation and Qualifying Accounts | ||||||||
Schedule II: Valuation and Qualifying Accounts | Schedule II: Valuation and Qualifying Accounts | |||||||
Allowances for | Allowance for | |||||||
Doubtful Trade | Doubtful Notes | |||||||
Receivables | Receivables | |||||||
Balance at December 31, 2011 | $ | 712 | $ | 20 | ||||
Charges (benefit) to operations | 435 | 924 | ||||||
Deductions | (242 | ) | (35 | ) | ||||
| | | | | | | | |
Balance at December 31, 2012 | 905 | 909 | ||||||
Charges (benefit) to operations | 454 | 1,507 | ||||||
Deductions | (527 | ) | — | |||||
| | | | | | | | |
Balance at December 31, 2013 | 832 | 2,416 | ||||||
Charges (benefit) to operations | 387 | 890 | ||||||
Deductions | (467 | ) | (456 | ) | ||||
| | | | | | | | |
Balance at December 31, 2014 | $ | 752 | $ | 2,850 | ||||
| | | | | | | | |
| | | | | | | | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Summary of Significant Accounting Policies | |||||||||||
Basis of Presentation | Basis of Presentation | ||||||||||
The consolidated financial statements include the accounts of the Company and its subsidiaries, and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company's financial position, results of operations and cash flows in accordance with U.S. generally accepted accounting principles ("US GAAP"). All intercompany accounts and transactions have been eliminated in consolidation. | |||||||||||
Use of Estimates | Use of Estimates | ||||||||||
The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and revenues and expenses recorded during the reporting periods. Actual results could differ from those estimates. Significant estimates made in preparing the consolidated financial statements include (but are not limited to) those related to revenue recognition, warranty reserves, goodwill and long-lived intangible asset valuations and impairment assessments, income tax valuations, and stock-based compensation expenses. | |||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||||||||||
The Company considers all highly liquid investments with maturities of three months or less on the date of acquisition to be cash equivalents. | |||||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | ||||||||||
The carrying values of the Company's financial instruments, including cash and cash equivalents, short-term investments, accounts and other receivables, notes receivable, accounts payable, accrued expenses and other current liabilities, capital lease obligations and notes payable approximate fair value. | |||||||||||
Inventories | Inventories | ||||||||||
Inventory consists of work in process and finished goods and is stated at the lower of cost (first-in, first-out) or market. The Company writes down the carrying value of its inventory to net realizable value for estimated obsolescence or unmarketable inventory in an amount equal to the difference between the cost of inventory and its estimated realizable value based upon assumptions about future demand and market conditions, among other factors. | |||||||||||
Inventories consisted of the following as of December 31, 2013 and 2014: | |||||||||||
2013 | 2014 | ||||||||||
Raw materials and spare parts | $ | 30,521 | $ | 31,389 | |||||||
Work in process | 3,011 | 3,292 | |||||||||
Finished goods | 290 | 15 | |||||||||
| | | | | | | | ||||
Total | $ | 33,822 | $ | 34,696 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Property and Equipment | Property and Equipment | ||||||||||
Property and equipment are recorded at cost. Depreciation and amortization are recognized over the estimated useful lives of the assets using the straight-line method. The estimated useful lives of depreciable assets are 20 years for LNG liquefaction plant assets, 10 years for station equipment and LNG trailers, and three to seven years for all other depreciable assets. Leasehold improvements are amortized over the shorter of their estimated useful lives or related lease terms. Periodically, the Company receives grant funding to assist in the financing of natural gas fueling station construction. The Company records the grant proceeds as a reduction of the cost of the respective asset. Total grant proceeds received were approximately $5,908, $3,114, and $959 for the years ended December 31, 2012, 2013, and 2014 respectively. | |||||||||||
Long-Lived Assets | Long-Lived Assets | ||||||||||
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to future net undiscounted cash flows expected to be generated by the asset or asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. | |||||||||||
Goodwill and Intangible Assets | Goodwill and Intangible Assets | ||||||||||
Goodwill represents the excess of costs incurred over the fair value of the net assets of acquired businesses. Goodwill and intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized. The Company assesses its goodwill and indefinite lived intangible assets for impairment annually on October 1, or more frequently if a triggering event occurs between impairment testing dates. The Company's impairment assessment begins with a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. The qualitative assessment includes assessing the potential impact on a reporting unit's fair value of certain events and circumstances, including the Company's market capitalization value, macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity-specific events. If it is determined, based upon the qualitative assessment, that it is more likely than not that the reporting unit's fair value is less than its carrying amount, then a two-step quantitative impairment test is performed. A qualitative assessment is an option available on an individual reporting unit basis and is an unconditional alternative to Step 1 of the goodwill impairment test. A reporting entity can choose to perform either Step 1 or a qualitative assessment in subsequent reporting periods. If the Company does conduct a Step 1 test, the Company looks at its projected future cash flows and its market capitalization for its respective operations. In these instances, to the extent the Company's projected future cash flows do not materialize as planned or its market capitalization decreases, the Company could be forced to take an impairment charge in future periods. | |||||||||||
The Company tests tangible and intangible long -lived assets with definite useful lives for impairment whenever circumstances or events may affect the recoverability of the long -lived assets. The evaluation is primarily dependent on the estimated future cash flows of the assets and the fair value of these items, as determined by management based on a number of estimates, including future cash flow projections, discount rates and terminal values. In determining these estimates, management considers internally generated information and information obtained from discussions with market participants. The determination of fair value requires significant judgment by both management and outside experts engaged to assist in this process. There were no impairment charges for goodwill or indefinite-lived intangible assets resulting from the October 1, 2012, 2013 or 2014 impairment testing. The Company reduced its goodwill balance by $774 and $7,205 when it sold BAF and its interest in DCE and its subsidiary DCEMB on June 28, 2013 and December 29, 2014, respectively, and added $16,555 and $21,070 to its goodwill balance when it acquired MGES and NG Advantage on May 6, 2013 and October 14, 2014, respectively (all as defined and described in note 2). The goodwill balances on the consolidated balance sheets include foreign currency translation gains (losses) of $(3,098) and $(3,687) as of December 31, 2013 and 2014, respectively. | |||||||||||
Intangible assets with finite useful lives are amortized over their respective estimated useful lives using the straight-line method. The estimated useful lives of intangible assets with finite useful lives are two to 20 years for technology, one to 16 years for lease agreements, one to eight years for customer relationships, one to 10 years for acquired contracts, two to 20 years for trademarks and trade names, and three years for non-compete agreements. The intangible assets with finite useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. In connection with the acquisition of the controlling interest in NG Advantage, the Company allocated approximately $5,600 of the purchase price to the identifiable intangible assets related to customer relationships and trade names that were acquired with the acquisition. In the fourth quarter of 2014, the Company determined that a long-lived asset related to a contract acquired in its acquisition of the assets of IMW Industries, Ltd. ("IMW") was impaired. Accordingly, the Company recorded an impairment charge of $4,772 related to this intangible asset. | |||||||||||
The Company's intangible assets as of December 31, 2013 and 2014 were as follows: | |||||||||||
2013 | 2014 | ||||||||||
Technology | $ | 54,400 | $ | 54,400 | |||||||
Lease agreements | 21,045 | — | |||||||||
Customer relationships | 12,791 | 16,430 | |||||||||
Acquired contracts | 13,121 | 3,694 | |||||||||
Trademark and trade names | 6,700 | 8,200 | |||||||||
Non-compete agreements | 2,126 | 2,060 | |||||||||
| | | | | | | | ||||
Total intangible assets | 110,183 | 84,784 | |||||||||
Less accumulated amortization | (30,003 | ) | (24,384 | ) | |||||||
Foreign currency rate change | (410 | ) | (5,039 | ) | |||||||
| | | | | | | | ||||
Net intangible assets | $ | 79,770 | $ | 55,361 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Included above is a trademark of indefinite useful life with a carrying value of $1,200 as of December 31, 2013 and 2014. | |||||||||||
Amortization expense for intangible assets was $10,875, $9,016, and $7,024 for the years ended December 31, 2012, 2013 and 2014, respectively. Estimated amortization expense for the five years and thereafter succeeding the year ended December 31, 2014 is approximately $5,130, $5,130, $4,916, $4,366, $3,465 and $32,354 respectively. | |||||||||||
Warranty Liability | Warranty Liability | ||||||||||
The Company records warranty liabilities at the time of sale for the estimated costs that may be incurred under its standard warranty. Changes in the warranty liability are presented in the following table: | |||||||||||
December 31, | December 31, | ||||||||||
2013 | 2014 | ||||||||||
Warranty liability at beginning of year | $ | 2,665 | $ | 2,545 | |||||||
Costs accrued for new warranty contracts and changes in estimates for pre-existing warranties | 3,551 | 3,746 | |||||||||
Service obligations honored | (3,089 | ) | (3,989 | ) | |||||||
Sale of subsidiary | (582 | ) | — | ||||||||
| | | | | | | | ||||
Warranty liability at end of year | $ | 2,545 | $ | 2,302 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Asset Retirement Obligations | Asset Retirement Obligations | ||||||||||
The Company recognizes the fair value of a liability for an asset retirement obligation in the period in which the liability is incurred or becomes reasonably estimable and if there is a legal obligation to restore or remediate the property at the end of the asset life or at the end of the lease term. The liability amounts are based upon future retirement cost estimates and incorporate many assumptions such as the costs to restore the property, future inflation rates, and the adjusted risk free rate of interest. When the liability is initially recorded, the Company capitalizes the cost by increasing the related property and equipment balance. Over time, the liability is increased and expense is recognized for the change in the present value of the obligation, and the initial capitalized cost is depreciated over the useful life of the asset. | |||||||||||
The following table summarizes the activity of the asset retirement obligation, of which $1,322 and $1,603 is included in other long-term liabilities, with the remaining current portion included in accrued liabilities, as of December 31, 2013 and 2014, respectively: | |||||||||||
2013 | 2014 | ||||||||||
Beginning balance | $ | 1,313 | $ | 1,461 | |||||||
Liabilities incurred | 89 | 118 | |||||||||
Liabilities settled | (5 | ) | — | ||||||||
Accretion expense | 64 | 59 | |||||||||
| | | | | | | | ||||
Ending balance | $ | 1,461 | $ | 1,638 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Revenue Recognition | Revenue Recognition | ||||||||||
The Company recognizes revenue on natural gas sales and O&M services in accordance with US GAAP, which requires that four basic criteria must be met before revenue can be recognized: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred and title and the risks and rewards of ownership have been transferred to the customer or services have been rendered; (iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. Applying these factors, the Company typically recognizes revenue from the sale of natural gas fuel at the time the fuel is dispensed or, in the case of LNG sales agreements, delivered to the customers' storage facilities. The Company recognizes revenue from O&M agreements as the related services are provided. | |||||||||||
In certain transactions with its customers, the Company agrees to provide multiple products or services, including construction of a station, providing O&M services to the station, and sale of fuel to the customer. The Company evaluates the separability of revenues based on Financial Accounting Standards Board ("FASB") authoritative guidance, which provides a framework for establishing whether or not a particular arrangement with a customer has one or more revenue elements, and allows the Company to use a combination of internal and external objective and reliable evidence to develop management's best estimate of the fair value of the contract elements. If the arrangement contains a lease, the Company uses the existing evidence of fair value to separate the lease from the other elements in the arrangement. The arrangement's consideration that is fixed or determinable is then allocated to each separate unit of accounting based on the estimated relative selling price of each deliverable, which is determined based on the historical data derived from the Company's stand-alone projects. The revenue allocated to the construction of the station is recognized using the completed-contract method. The revenue allocated to the O&M services is recognized ratably over the term of the arrangement and sale of fuel is recognized as the fuel is delivered. | |||||||||||
The Company recognizes revenue related to its leasing activities in accordance with FASB authoritative guidance. The Company's existing station leases are sales-type leases, giving rise to profit at the delivery of the leased station. Unearned revenue is amortized into income over the life of the lease using the effective-interest method. For these arrangements, the Company recognizes gas sales and O&M service revenues as earned from the customer on a volume-delivered basis. | |||||||||||
The Company typically recognizes revenue on fueling station construction projects where it sells the station to the customer using the completed-contract method because the projects are short-term and the results of operations reported on the completed-contract basis would not vary materially from those resulting from the use of the percentage-of-completion method. The construction contract is considered to be substantially completed at the earlier of customer acceptance of the fueling station or the time when the fuel dispensing activities begin. When applicable, multi-station construction contracts are segmented into phases as negotiated with customers. Gross margin related to each phase is recognized when it is substantially complete. IMW and Wyoming Northstar Incorporated, Southstar, LLC, and M&S Rental LLC (Wyoming Northstar Incorporated, Southstar, LLC, and M&S Rental LLC are collectively referred to as "Northstar") use the percentage-of-completion method of accounting to recognize revenue because their projects are small and they have been able to demonstrate that they can reasonably estimate costs to complete. In these circumstances, revenue is recognized based on costs incurred in relation to total estimated costs to be incurred for a project. | |||||||||||
The Company generates LCFS Credits when it sells RNG and conventional natural gas for use as a vehicle fuel in California, and it generates RIN Credits when it sell RNG for use as a vehicle fuel. The Company can sell these credits to third parties who need the RIN Credits and LCFS Credits to comply with federal and state emission requirements. The Company recognizes revenue from the generation of these credits at the time the Company has an agreement in place to sell the credits at a fixed or determinable price. | |||||||||||
Alternative Fuels Excise Tax Credit | Alternative Fuels Excise Tax Credit | ||||||||||
From October 1, 2006 through December 31, 2011, the Company was eligible to receive a federal fuel tax credit ("VETC") of $0.50 per gasoline gallon equivalent of CNG and $0.50 per liquid gallon of LNG that it sold as vehicle fuel. Based on the service relationship with its customers, either the Company or its customers claimed the credit. The Company records its VETC credits as revenue in its consolidated statements of operations as the credits are fully refundable and do not need to offset income tax liabilities to be received. The American Taxpayer Relief Act, signed into law on January 2, 2013, reinstated VETC for calendar year 2013 and also made it retroactive to January 1, 2012. The Company did not record any VETC revenues in 2012, but VETC revenues recognized in 2013 were $45,439, which included $20,800 for CNG and LNG the Company sold in 2012 that was recognized in January 2013 when the legislation was signed into law. The Tax Increase Prevention Act, signed into law on December 19, 2014, reinstated VETC for calendar year 2014. VETC revenues recognized in December 2014 for the 2014 calendar year were $28,359. | |||||||||||
LNG Transportation Costs | LNG Transportation Costs | ||||||||||
The Company records the costs incurred to transport LNG to its customers in the line item cost of sales in the accompanying statements of operations. | |||||||||||
Advertising Costs | Advertising Costs | ||||||||||
Advertising costs are expensed as incurred. Advertising costs amounted to $1,340, $1,391, and $439 for the years ended December 31, 2012, 2013, 2014 respectively. | |||||||||||
Stock-Based Compensation | Stock-Based Compensation | ||||||||||
The Company recognizes compensation expense for all stock-based payment arrangements, net of an estimated forfeiture rate, over the requisite service period of the award. For stock options, the Company determines the grant date fair value using the Black-Scholes option pricing model, which requires the input of certain assumptions, including the expected life of the stock-based payment awards, stock price volatility and risk-free interest rates. For restricted stock units, the Company determines the grant date fair value based on the closing market price of its common stock on the date of grant. | |||||||||||
Foreign Currency Translation | Foreign Currency Translation | ||||||||||
In accordance with FASB authoritative guidance, the Company uses the local currency as the functional currency of its foreign subsidiaries. Accordingly, all assets and liabilities outside the United States are translated into U.S. dollars at the rate of exchange in effect at the balance sheet date. Revenue and expense items are translated at the weighted-average exchange rates prevailing during the period. Net foreign currency translation adjustments are recorded as accumulated other comprehensive income (loss) in stockholders' equity. | |||||||||||
Foreign currency transactions occur when there is a transaction denominated in other than the respective entity's functional currency. The Company records the changes in the exchange rate for these transactions in the consolidated statements of operations. For the fiscal years ended December 31, 2012, 2013 and 2014, foreign exchange transaction gains and (losses) were included in other income (expense) and were $678, $(1,196), and $(3,188) respectively. | |||||||||||
Income Taxes | Income Taxes | ||||||||||
Income taxes are computed using the asset and liability method. Under this method, deferred income taxes are recognized by applying enacted statutory tax rates applicable to future years to differences between the tax bases and financial carrying amounts of existing assets and liabilities. Valuation allowances are established when it is more likely than not that such deferred tax assets will not be realized. | |||||||||||
The Company has a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities based on the technical merits of the position. The amount recognized is measured as the largest amount of benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefit in income tax expense. | |||||||||||
Net Loss Per Share | Net Loss Per Share | ||||||||||
Basic net loss per share is computed by dividing net loss attributable to Clean Energy Fuels Corp. by the weighted-average number of common shares outstanding and common shares issuable for little or no cash consideration during the period. Diluted net loss per share is computed by dividing net loss attributable to Clean Energy Fuels Corp. by the weighted-average number of common shares outstanding and common shares issuable for little or no cash consideration and potentially dilutive securities outstanding during the period. Potentially dilutive securities include stock options, warrants, convertible notes and restricted stock units. The dilutive effect of stock options and warrants is computed under the treasury stock method. The dilutive effect of convertible notes and restricted stock units is computed under the if-converted method. Potentially dilutive securities are excluded from the computations of diluted net loss per share if their effect would be antidilutive. In 2013, 5,000,000 shares of common stock related to the GE Warrant, as defined and described in notes 9 and 11, were included in the basic and dilutive net loss per share calculation. On September 11, 2014, the Company determined it no longer met certain conditions required to include 4,000,000 shares of common stock related to the GE Warrant in its weighted average share calculations. As a result, from September 11, 2014 the Company (i) excluded 4,000,000 shares of common stock issuable upon exercise of the GE Warrant from the weighted average number of shares outstanding in the basic and diluted net loss per share calculations, and (ii) included the remaining 1,000,000 shares of common stock issuable upon exercise of the GE Warrant in the basic and diluted net loss per share calculations, as 500,000 shares were exercisable in 2012 as of the execution of the associated Credit Agreement, as defined and described in note 9, and an additional 500,000 shares became exercisable on December 31, 2014 in connection with the amendment to the Credit Agreement on December 29, 2014. | |||||||||||
The following potentially dilutive securities have been excluded from the diluted net loss per share calculations because their effect would have been antidilutive: | |||||||||||
2012 | 2013 | 2014 | |||||||||
Stock options | 12,083,677 | 11,526,998 | 11,486,301 | ||||||||
Warrants | 2,130,682 | 2,130,682 | 6,130,682 | ||||||||
Convertibles notes | 16,262,226 | 35,185,979 | 35,185,979 | ||||||||
Restricted stock units | 1,545,000 | 1,590,836 | 2,591,752 | ||||||||
Comprehensive Income (Loss) | Comprehensive Income (Loss) | ||||||||||
Comprehensive income (loss) is defined as the change in equity (net assets) of a business enterprise during the period from transactions and other events and circumstances from non-owner sources. The difference between net income and comprehensive income for the years ended December 31, 2012, 2013, and 2014 was primarily comprised of the Company's foreign currency translation adjustments and unrealized gains (losses) on futures contracts. During 2014, the Company converted a long-term equity intra-entity investment to equity and the related translation adjustments were reclassified to additional paid-in capital. | |||||||||||
Concentration of Credit Risk | Concentration of Credit Risk | ||||||||||
Credit is extended to all customers based on financial condition, and collateral is generally not required. Concentrations of credit risk with respect to trade receivables are limited because of the large number of customers comprising the Company's customer base and dispersion across many different industries and geographies. However, certain international customers have historically been slower to pay on trade receivables. Accordingly, the Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses based upon its historical experience and any specific customer collection issues that it has identified. In addition, through Export Development Canada, IMW maintains accounts receivable insurance on a substantial portion of its foreign trade receivables, which covers up to 90% of the related outstanding balance. Although credit losses have historically been within the Company's expectations and the provisions established, the Company cannot guarantee that it will continue to experience the same credit loss rates that it has in the past. | |||||||||||
The Company places its cash and cash equivalents with high credit quality financial institutions. At times, such investments may be in excess of the Federal Deposit Insurance Corporation ("FDIC"), Canadian Deposit Insurance Corporation ("CDIC"), and other foreign insurance limits. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. The amounts in excess of FDIC insurance limits were $237,004 and $88,740 as of December 31, 2013 and 2014, respectively. | |||||||||||
Recently Adopted Accounting Changes and Recently Issued and Adopted Accounting Standards | Recently Adopted Accounting Changes and Recently Issued and Adopted Accounting Standards | ||||||||||
On April 10, 2014, the Company adopted Accounting Standards Update ("ASU") No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360), Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The ASU provides new guidance that raises the threshold for disposals to qualify as discontinued operations by focusing on strategic shifts that have or will have a major effect on an entity's operations and financial results. The guidance allows companies to have significant continuing involvement and continuing cash flows with the disposed component. The Company early adopted this standard. On December 29, 2014, the Company disposed of its 51% ownership in its subsidiary DCE (as defined in note 2), which was not material to the operations and financial results nor a strategic shift of the Company. See note 2 for further discussion. | |||||||||||
On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, amending revenue recognition guidance and requiring more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The guidance is effective for annual and interim reporting periods beginning after December 15, 2016, with early adoption prohibited. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements. | |||||||||||
On August 27, 2014, the FASB issued ASU No. 2014-15, to communicate amendments to FASB Account Standards Codification Subtopic 205-40, "Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern." The ASU requires management to evaluate relevant conditions, events and certain management plans that are known or reasonably knowable as of the evaluation date when determining whether substantial doubt about an entity's ability to continue as a going concern exists. Management will be required to make this evaluation for both annual and interim reporting periods. Management will need to make certain disclosures if it concludes that substantial doubt exists or when it plans to alleviate substantial doubt about the entity's ability to continue as a going concern. The standard is effective for annual periods ending after December 15, 2016 and for interim reporting periods starting in the first quarter of 2017. Early adoption is permitted. The Company does not expect the adoption of the guidance to have a material impact on its consolidated financial statements. | |||||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Summary of Significant Accounting Policies | |||||||||||
Schedule of inventories | |||||||||||
2013 | 2014 | ||||||||||
Raw materials and spare parts | $ | 30,521 | $ | 31,389 | |||||||
Work in process | 3,011 | 3,292 | |||||||||
Finished goods | 290 | 15 | |||||||||
| | | | | | | | ||||
Total | $ | 33,822 | $ | 34,696 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Schedule of the Company's intangible assets | |||||||||||
2013 | 2014 | ||||||||||
Technology | $ | 54,400 | $ | 54,400 | |||||||
Lease agreements | 21,045 | — | |||||||||
Customer relationships | 12,791 | 16,430 | |||||||||
Acquired contracts | 13,121 | 3,694 | |||||||||
Trademark and trade names | 6,700 | 8,200 | |||||||||
Non-compete agreements | 2,126 | 2,060 | |||||||||
| | | | | | | | ||||
Total intangible assets | 110,183 | 84,784 | |||||||||
Less accumulated amortization | (30,003 | ) | (24,384 | ) | |||||||
Foreign currency rate change | (410 | ) | (5,039 | ) | |||||||
| | | | | | | | ||||
Net intangible assets | $ | 79,770 | $ | 55,361 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Schedule of changes in the warranty liability | |||||||||||
December 31, | December 31, | ||||||||||
2013 | 2014 | ||||||||||
Warranty liability at beginning of year | $ | 2,665 | $ | 2,545 | |||||||
Costs accrued for new warranty contracts and changes in estimates for pre-existing warranties | 3,551 | 3,746 | |||||||||
Service obligations honored | (3,089 | ) | (3,989 | ) | |||||||
Sale of subsidiary | (582 | ) | — | ||||||||
| | | | | | | | ||||
Warranty liability at end of year | $ | 2,545 | $ | 2,302 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Summary of activity of the asset retirement obligation | |||||||||||
2013 | 2014 | ||||||||||
Beginning balance | $ | 1,313 | $ | 1,461 | |||||||
Liabilities incurred | 89 | 118 | |||||||||
Liabilities settled | (5 | ) | — | ||||||||
Accretion expense | 64 | 59 | |||||||||
| | | | | | | | ||||
Ending balance | $ | 1,461 | $ | 1,638 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Schedule of potentially dilutive securities that have been excluded from the diluted net loss per share calculations because their effect would have been antidilutive | |||||||||||
2012 | 2013 | 2014 | |||||||||
Stock options | 12,083,677 | 11,526,998 | 11,486,301 | ||||||||
Warrants | 2,130,682 | 2,130,682 | 6,130,682 | ||||||||
Convertibles notes | 16,262,226 | 35,185,979 | 35,185,979 | ||||||||
Restricted stock units | 1,545,000 | 1,590,836 | 2,591,752 | ||||||||
Acquisitions_and_Divestitures_
Acquisitions and Divestitures (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
MGES | |||||
Acquisitions and Divestitures | |||||
Summary of allocation of the aggregate purchase price to the estimated fair value of the assets acquired and liabilities assumed as of the acquisition date | |||||
Current assets | $ | 4,475 | |||
Property, plant and equipment | 1,369 | ||||
Identifiable intangible assets | 600 | ||||
Goodwill | 16,555 | ||||
| | | | | |
Total assets acquired | 22,999 | ||||
Current liabilities assumed | (1,984 | ) | |||
| | | | | |
Total purchase price | $ | 21,015 | |||
| | | | | |
| | | | | |
NG Advantage | |||||
Acquisitions and Divestitures | |||||
Summary of allocation of the aggregate purchase price to the estimated fair value of the assets acquired and liabilities assumed as of the acquisition date | |||||
Current assets | $ | 40,558 | |||
Property, plant and equipment | 20,862 | ||||
Other long-term assets | 5,115 | ||||
Identifiable intangible assets | 5,600 | ||||
Goodwill | 21,070 | ||||
| | | | | |
Total assets acquired | 93,205 | ||||
Current liabilities assumed | (9,165 | ) | |||
| | | | | |
Long-term debt including capital leases assumed, excluding current installments | (17,604 | ) | |||
Other liabilities | (711 | ) | |||
| | | | | |
Non-controlling interest | (28,075 | ) | |||
| | | | | |
Total purchase price | $ | 37,650 | |||
| | | | | |
| | | | | |
Restricted_Cash_Tables
Restricted Cash (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Restricted Cash. | ||||||||
Schedule of components of restricted cash | ||||||||
December 31, | December 31, | |||||||
2013 | 2014 | |||||||
Short-term restricted cash | ||||||||
Standby letters of credit | $ | 1,822 | $ | 1,753 | ||||
DCEMB revenue bonds | 6,581 | — | ||||||
Canton bonds | — | 4,259 | ||||||
| | | | | | | | |
Total short-term restricted cash | $ | 8,403 | $ | 6,012 | ||||
| | | | | | | | |
| | | | | | | | |
Investments_Tables
Investments (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Investments | |||||||||||
Summary of Short-term investments | Short-term investments as of December 31, 2013 are summarized as follows: | ||||||||||
Amortized | Gross | Estimated | |||||||||
Cost | Unrealized | Fair Value | |||||||||
Losses | |||||||||||
Municipal bonds & notes | $ | 60,047 | $ | (252 | ) | $ | 59,795 | ||||
Corporate bonds | 43,166 | (342 | ) | 42,824 | |||||||
Certificate of deposits | 35,630 | (9 | ) | 35,621 | |||||||
| | | | | | | | | | | |
Total short-term investments | $ | 138,843 | $ | (603 | ) | $ | 138,240 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Short-term investments as of December 31, 2014 are summarized as follows: | |||||||||||
Amortized | Gross | Estimated | |||||||||
Cost | Unrealized | Fair Value | |||||||||
Losses | |||||||||||
Municipal bonds & notes | $ | 38,668 | $ | (16 | ) | $ | 38,652 | ||||
Zero coupon bonds | 3,308 | (2 | ) | 3,306 | |||||||
Corporate bonds | 45,274 | (41 | ) | 45,233 | |||||||
Certificate of deposits | 35,355 | — | 35,355 | ||||||||
| | | | | | | | | | | |
Total short-term investments | $ | 122,605 | $ | (59 | ) | $ | 122,546 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Other_Receivables_Tables
Other Receivables (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Other Receivables | ||||||||
Schedule of other receivables | ||||||||
2013 | 2014 | |||||||
Loans to customers to finance vehicle purchases | $ | 5,919 | $ | 8,257 | ||||
Accrued customer billings | 6,327 | 10,143 | ||||||
Fuel tax and carbon credits | 6,740 | 34,250 | ||||||
Other | 7,299 | 3,573 | ||||||
| | | | | | | | |
$ | 26,285 | $ | 56,223 | |||||
| | | | | | | | |
| | | | | | | | |
Land_Property_and_Equipment_Ta
Land, Property and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Land, Property and Equipment | ||||||||
Summary of land, property and equipment | ||||||||
2013 | 2014 | |||||||
Land | $ | 1,707 | $ | 2,858 | ||||
LNG liquefaction plants | 93,685 | 94,636 | ||||||
RNG plants | 47,932 | 45,359 | ||||||
Station equipment | 194,240 | 265,086 | ||||||
LNG trailers | 22,667 | 40,067 | ||||||
Other equipment | 62,127 | 74,796 | ||||||
Construction in progress | 204,548 | 163,737 | ||||||
| | | | | | | | |
626,906 | 686,539 | |||||||
Less accumulated depreciation | (139,052 | ) | (172,270 | ) | ||||
| | | | | | | | |
$ | 487,854 | $ | 514,269 | |||||
| | | | | | | | |
| | | | | | | | |
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accrued Liabilities | ||||||||
Schedule of accrued liabilities | ||||||||
2013 | 2014 | |||||||
Salaries and wages | $ | 6,768 | $ | 9,041 | ||||
Accrued gas and equipment purchases | 8,035 | 12,340 | ||||||
Accrued property and other taxes | 5,448 | 5,178 | ||||||
Accrued professional fees | 1,335 | 1,084 | ||||||
Accrued employee benefits | 2,898 | 3,208 | ||||||
Accrued warranty liability | 2,545 | 2,302 | ||||||
Accrued interest | 4,216 | 3,748 | ||||||
Other | 15,500 | 19,859 | ||||||
| | | | | | | | |
$ | 46,745 | $ | 56,760 | |||||
| | | | | | | | |
| | | | | | | | |
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Long-term Debt | ||||||||||||||||||||
Schedule of long-term debt | ||||||||||||||||||||
December 31, | December 31, | |||||||||||||||||||
2013 | 2014 | |||||||||||||||||||
IMW Notes | $ | 12,121 | $ | — | ||||||||||||||||
DCEMB notes | 585 | — | ||||||||||||||||||
DCEMB revenue bonds | 36,500 | — | ||||||||||||||||||
7.5% Notes | 150,000 | 150,000 | ||||||||||||||||||
SLG Notes | 145,000 | 145,000 | ||||||||||||||||||
5.25% Notes | 250,000 | 250,000 | ||||||||||||||||||
Note (non-recourse to the Company) | 15,097 | — | ||||||||||||||||||
Bonds ($11,150 non-recourse to the Company) | — | 12,150 | ||||||||||||||||||
Capital lease obligations | 3,091 | 2,692 | ||||||||||||||||||
Other debt | 8,024 | 10,828 | ||||||||||||||||||
| | | | | | | | |||||||||||||
Total debt and capital lease obligations | 620,418 | 570,670 | ||||||||||||||||||
Less amounts due within one year | (23,401 | ) | (4,846 | ) | ||||||||||||||||
| | | | | | | | |||||||||||||
Total long-term debt and capital lease obligations | $ | 597,017 | $ | 565,824 | ||||||||||||||||
| | | | | | | | |||||||||||||
| | | | | | | | |||||||||||||
Summary of aggregate maturities of long term debt and capital lease obligations | ||||||||||||||||||||
2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | |||||||||||||||
7.5% Notes | — | — | — | 50,000 | 50,000 | 50,000 | ||||||||||||||
SLG Notes | — | 145,000 | — | — | — | — | ||||||||||||||
5.25% Notes | — | — | — | 250,000 | — | — | ||||||||||||||
Canton Bonds ($11,150 non-recourse to the Company) | 1,240 | 1,390 | 1,420 | 1,460 | 1,555 | 5,085 | ||||||||||||||
Capital lease obligations | 700 | 386 | 483 | 188 | 183 | 752 | ||||||||||||||
Other debt | 2,906 | 2,009 | 2,147 | 1,916 | 1,313 | 537 | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Total | $ | 4,846 | $ | 148,785 | $ | 4,050 | $ | 303,564 | $ | 53,051 | $ | 56,374 | ||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Stock-based compensation | ||||||||||||||
Summary of compensation expense and related income tax benefit related to the stock-based compensation expense recognized | ||||||||||||||
Years Ended December 31, | ||||||||||||||
2012 | 2013 | 2014 | ||||||||||||
Stock-based compensation expense | $ | 22,087 | $ | 23,008 | $ | 11,514 | ||||||||
| | | | | | | | | | | ||||
Stock-based compensation expense, net of tax | $ | 22,087 | $ | 23,008 | $ | 11,514 | ||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Stock Options | 2006 Plan | ||||||||||||||
Stock-based compensation | ||||||||||||||
Summary of stock option activity | ||||||||||||||
Number of | Weighted | Weighted | Aggregate | |||||||||||
Shares | Average | Average | Intrinsic | |||||||||||
Exercise | Remaining | Value | ||||||||||||
Price | Contractual | |||||||||||||
Term | ||||||||||||||
(in years) | ||||||||||||||
Outstanding, December 31, 2013 | 11,526,998 | $ | 11.79 | |||||||||||
Options granted | 957,000 | 10.23 | ||||||||||||
Options exercised | (468,279 | ) | 3.78 | |||||||||||
Options forfeited | (529,418 | ) | 13.4 | |||||||||||
| | | | | | | | | | | | | | |
Outstanding, December 31, 2014 | 11,486,301 | 11.91 | 5.04 | — | ||||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Exercisable, December 31, 2014 | 9,875,201 | 11.94 | 4.46 | — | ||||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Schedule of assumptions used to estimate the fair value of each award using the Black-Scholes option pricing model | ||||||||||||||
Dividend yield | 0.00% | |||||||||||||
Expected volatility | 52.3% to 67.0% | |||||||||||||
Risk-free interest rate | 1.1% to 1.8% | |||||||||||||
Expected life in years | 6 | |||||||||||||
Stock Options | CERF Plan | ||||||||||||||
Stock-based compensation | ||||||||||||||
Summary of stock option activity | ||||||||||||||
Number of | Weighted | Weighted | Aggregate | |||||||||||
Units | Average | Average | Intrinsic | |||||||||||
Exercise | Remaining | Value | ||||||||||||
Price | Contractual | |||||||||||||
Term (in years) | ||||||||||||||
Outstanding, December 31, 2013 | 115,000 | $ | 40.80 | |||||||||||
Options granted | — | — | — | — | ||||||||||
| | | | | | | | | | | | | | |
Outstanding and non-vested, December 31, 2014 | 115,000 | $ | 40.80 | 8.72 | $ | — | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Schedule of assumptions used to estimate the fair value of each award using the Black-Scholes option pricing model | ||||||||||||||
Dividend yield | 0.00 | % | ||||||||||||
Expected volatility | 96.4 | % | ||||||||||||
Risk-free interest rate | 1.9 | % | ||||||||||||
Expected life in years | 6.0 | |||||||||||||
Market-Based RSUs | ||||||||||||||
Stock-based compensation | ||||||||||||||
Summary of the Company's RSU activity | ||||||||||||||
Number of | Weighted | Weighted | ||||||||||||
ares | Average | Average | ||||||||||||
Fair Value at Grant | Remaining | |||||||||||||
Date | Contractual | |||||||||||||
Term (in years) | ||||||||||||||
Outstanding, December 31, 2013 | 1,545,000 | $ | 11.42 | |||||||||||
RSUs granted | 489,500 | 8.26 | ||||||||||||
RSUs vested | — | |||||||||||||
RSUs forfeited | (265,500 | ) | 10.62 | |||||||||||
| | | | | | | | | | | ||||
Outstanding and non-vested, December 31, 2014 | 1,769,000 | $ | 10.67 | 1.57 | ||||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Schedule of assumptions used in estimating fair value of each RSU on the date of grant | ||||||||||||||
February 2, 2014 | ||||||||||||||
Dividend yield | 0.00 | % | ||||||||||||
Expected volatility | 47.0 | % | ||||||||||||
Risk-free interest rate | 1.1 | % | ||||||||||||
Expected life in years | 2.0 | |||||||||||||
Service-Based RSUs | ||||||||||||||
Stock-based compensation | ||||||||||||||
Summary of the Company's RSU activity | ||||||||||||||
Number of | Weighted | Weighted | ||||||||||||
Shares | Average | Average | ||||||||||||
Fair Value at Grant | Remaining | |||||||||||||
Date | Contractual | |||||||||||||
Term (in years) | ||||||||||||||
Nonvested at December 31, 2013 | 45,836 | $ | 13.09 | |||||||||||
RSUs granted | 792,500 | 5.54 | ||||||||||||
RSUs vested | (15,584 | ) | 13.09 | |||||||||||
RSUs forfeited | — | |||||||||||||
| | | | | | | | | | | ||||
Outstanding and non-vested at December 31, 2014 | 822,752 | $ | 5.82 | 2.85 | ||||||||||
| | | | | | | | | | | ||||
| | | | | | | | | | | ||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Income Taxes | |||||||||||
Schedule of components of loss before income taxes | |||||||||||
2012 | 2013 | 2014 | |||||||||
U.S. | $ | (91,608 | ) | $ | (40,195 | ) | $ | (64,913 | ) | ||
Foreign | (7,960 | ) | (23,009 | ) | (24,871 | ) | |||||
| | | | | | | | | | | |
$ | (99,568 | ) | $ | (63,204 | ) | $ | (89,784 | ) | |||
| | | | | | | | | | | |
| | | | | | | | | | | |
Schedule of provision (benefit) for income taxes | |||||||||||
2012 | 2013 | 2014 | |||||||||
Current: | |||||||||||
Federal | $ | 269 | $ | 87 | $ | 190 | |||||
State | 302 | 310 | 238 | ||||||||
Foreign | (61 | ) | 2,910 | 1,017 | |||||||
| | | | | | | | | | | |
Total current | 510 | 3,307 | 1,445 | ||||||||
Deferred: | |||||||||||
Federal | — | 134 | 29 | ||||||||
State | — | 47 | (10 | ) | |||||||
Foreign | 784 | 227 | (389 | ) | |||||||
| | | | | | | | | | | |
Total deferred | 784 | 408 | (370 | ) | |||||||
| | | | | | | | | | | |
Total | $ | 1,294 | $ | 3,715 | $ | 1,075 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Schedule of reconciliation of federal income tax rate to the actual effective tax rate | |||||||||||
2012 | 2013 | 2014 | |||||||||
Computed expected tax expense (benefit) | $ | (34,849 | ) | $ | (22,121 | ) | $ | (30,415 | ) | ||
Nondeductible expenses | 5,194 | 7,216 | 10,690 | ||||||||
Tax rate differential on foreign earnings | (717 | ) | 2,993 | 5,733 | |||||||
Basis difference on sale | — | (6,457 | ) | — | |||||||
Tax credits | — | (35,604 | ) | (8,286 | ) | ||||||
Other | (1,442 | ) | 82 | (1,121 | ) | ||||||
Change in valuation allowance | 33,108 | 57,606 | 24,474 | ||||||||
| | | | | | | | | | | |
Total tax expense (benefit) | $ | 1,294 | $ | 3,715 | $ | 1,075 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Schedule of tax effect of temporary differences that give rise to deferred tax assets and liabilities | |||||||||||
2013 | 2014 | ||||||||||
Deferred tax assets: | |||||||||||
Accrued expenses | $ | 3,367 | $ | 4,834 | |||||||
Sales-type leases | 997 | 908 | |||||||||
Alternative minimum tax and general business credits | 4,903 | 4,966 | |||||||||
Derivative loss | 1,161 | 527 | |||||||||
Stock option expense | 20,832 | 21,741 | |||||||||
Other | 4,693 | 2,596 | |||||||||
Loss carryforwards | 126,563 | 147,706 | |||||||||
| | | | | | | | ||||
Total deferred tax assets | 162,516 | 183,278 | |||||||||
Less valuation allowance | (136,969 | ) | (160,436 | ) | |||||||
| | | | | | | | ||||
Net deferred tax assets | 25,547 | 22,842 | |||||||||
| | | | | | | | ||||
Deferred tax liabilities: | |||||||||||
Depreciation and amortization | (21,800 | ) | (20,028 | ) | |||||||
Goodwill | (1,626 | ) | (3,864 | ) | |||||||
Partnership income | (3,540 | ) | — | ||||||||
| | | | | | | | ||||
Total deferred tax liabilities | (26,966 | ) | (23,892 | ) | |||||||
| | | | | | | | ||||
Net deferred tax liabilities | $ | (1,419 | ) | $ | (1,050 | ) | |||||
| | | | | | | | ||||
| | | | | | | | ||||
Schedule of reconciliation of the total amounts of unrecognized tax benefits | |||||||||||
Unrecognized tax benefit—December 31, 2012 | $ | 515 | |||||||||
Gross increases—tax positions in current year | 16,685 | ||||||||||
Gross increases—tax positions in prior years | 198 | ||||||||||
| | | | | |||||||
Unrecognized tax benefit—December 31, 2013 | 17,398 | ||||||||||
Gross increases—tax positions in current year | 4,722 | ||||||||||
Gross increases—tax positions in prior years | (146 | ) | |||||||||
| | | | | |||||||
Unrecognized tax benefit—December 31, 2014 | $ | 21,974 | |||||||||
| | | | | |||||||
| | | | | |||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies | |||||
Schedule of future minimum lease obligations for all noncancelable operating leases | |||||
Fiscal year: | |||||
2015 | $ | 10,343 | |||
2016 | 9,124 | ||||
2017 | 7,492 | ||||
2018 | 5,348 | ||||
2019 | 5,153 | ||||
Thereafter | 21,958 | ||||
| | | | | |
Total future minimum lease payments | $ | 59,418 | |||
| | | | | |
| | | | | |
Geographic_Information_Tables
Geographic Information (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Geographic Information | |||||||||||
Schedule of revenue, operating income (loss), and long-lived assets shown for each geographic area | |||||||||||
2012 | 2013 | 2014 | |||||||||
Revenue: | |||||||||||
United States | $ | 286,125 | $ | 292,250 | $ | 360,881 | |||||
Canada | 8,364 | 13,922 | 16,241 | ||||||||
Other | 39,519 | 46,303 | 51,818 | ||||||||
| | | | | | | | | | | |
Total revenue | $ | 334,008 | $ | 352,475 | $ | 428,940 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Operating income (loss): | |||||||||||
United States | $ | (69,030 | ) | $ | (44,797 | ) | $ | (41,543 | ) | ||
Canada | (188 | ) | (1,594 | ) | (3,087 | ) | |||||
Other | (1,304 | ) | (5,300 | ) | (9,734 | ) | |||||
| | | | | | | | | | | |
Total operating income (loss) | $ | (70,522 | ) | $ | (51,691 | ) | $ | (54,364 | ) | ||
| | | | | | | | | | | |
| | | | | | | | | | | |
Long-lived assets: | |||||||||||
United States | $ | 480,067 | $ | 544,638 | $ | 582,028 | |||||
Canada | 122,291 | 103,997 | 85,984 | ||||||||
Other | 3,547 | 7,537 | 6,854 | ||||||||
| | | | | | | | | | | |
Total long-lived assets | $ | 605,905 | $ | 656,172 | $ | 674,866 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Capitalized_Lease_Obligation_a1
Capitalized Lease Obligation and Receivables (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Capitalized Lease Obligation and Receivables | |||||
Schedule of future payments under the capital leases | |||||
2015 | $ | 1,006 | |||
2016 | 644 | ||||
2017 | 686 | ||||
2018 | 365 | ||||
2019 | 357 | ||||
Thereafter | 938 | ||||
| | | | | |
Total minimum lease payments | 3,996 | ||||
Less amount representing interest | (1,304 | ) | |||
| | | | | |
Present value of future minimum lease payments | 2,692 | ||||
Less current portion | (700 | ) | |||
| | | | | |
Capital lease obligations, less current portion | $ | 1,992 | |||
| | | | | |
| | | | | |
Schedule of future receipts under the leases | |||||
2015 | $ | 487 | |||
2016 | 395 | ||||
2017 | 194 | ||||
2018 | 65 | ||||
2019 | — | ||||
Thereafter | — | ||||
| | | | | |
Total | 1,141 | ||||
Less amount representing interest | (70 | ) | |||
| | | | | |
$ | 1,071 | ||||
| | | | | |
| | | | | |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Fair Value Measurements | ||||||||||||||
Schedule of information by level for assets and liabilities that are measured at fair value on a recurring basis | ||||||||||||||
Description | Balance at | Level 1 | Level 2 | Level 3 | ||||||||||
December 31, 2013 | ||||||||||||||
Assets: | ||||||||||||||
Available-for-sale securities(1): | ||||||||||||||
Certificate of deposits | $ | 35,621 | $ | — | $ | 35,621 | $ | — | ||||||
Municipal bonds and notes | 59,795 | — | 59,795 | — | ||||||||||
Corporate bonds | 42,824 | — | 42,824 | — | ||||||||||
Liabilities: | ||||||||||||||
Contingent consideration obligation | 384 | — | — | 384 | ||||||||||
Series I Warrants(2) | 7,164 | — | — | 7,164 | ||||||||||
Description | Balance at | Level 1 | Level 2 | Level 3 | ||||||||||
December 31, 2014 | ||||||||||||||
Assets: | ||||||||||||||
Available-for-sale securities(1): | ||||||||||||||
Certificate of deposits | $ | 35,355 | $ | — | $ | 35,355 | $ | — | ||||||
Municipal bonds and notes | 38,652 | — | 38,652 | — | ||||||||||
Zero coupon bonds | 3,306 | — | 3,306 | — | ||||||||||
Corporate bonds | 45,233 | — | 45,233 | — | ||||||||||
Liabilities: | ||||||||||||||
Contingent consideration obligation | — | — | — | — | ||||||||||
Series I Warrants(2) | 1,416 | — | — | 1,416 | ||||||||||
-1 | Included in short-term investments in the consolidated balance sheets. See note 4 for further information. | |||||||||||||
-2 | Included in other long-term liabilities in the consolidated balance sheets. | |||||||||||||
Reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis that used significant unobservable inputs (Level 3) | ||||||||||||||
Liabilities: Contingent Consideration | 2013 | 2014 | ||||||||||||
Beginning Balance | $ | 1,516 | $ | 384 | ||||||||||
Gain included in earnings | (1,132 | ) | (208 | ) | ||||||||||
Payments | — | (176 | ) | |||||||||||
Transfers In/Out | — | — | ||||||||||||
| | | | | | | | |||||||
Ending Balance | $ | 384 | — | |||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Liabilities: Series I Warrants | 2013 | 2014 | ||||||||||||
Beginning Balance | $ | 8,102 | $ | 7,164 | ||||||||||
Gain included in earnings | (938 | ) | (5,748 | ) | ||||||||||
Issuance of warrants | — | — | ||||||||||||
Exercise of warrants | — | — | ||||||||||||
Transfers In/Out | — | — | ||||||||||||
| | | | | | | | |||||||
Ending Balance | $ | 7,164 | $ | 1,416 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Level 3 | Series I Warrant Liabilities | ||||||||||||||
Valuation processes for Level 3 Fair Value Measurements | ||||||||||||||
Schedule of fair value measurements of liabilities which fall within level 3 of the fair value hierarchy | ||||||||||||||
Unobservable Input | Range or Weighted Average | |||||||||||||
Current market price of the Company's common stock | $ | |||||||||||||
5.00 | ||||||||||||||
Exercise price of the warrant | $ | |||||||||||||
12.68 | ||||||||||||||
Dividend yield | 0.00% | |||||||||||||
Remaining term of the warrant | 1.33 | |||||||||||||
Implied volatility of the Company's common stock | 85.0% - 85.9% | |||||||||||||
Assumed discount rate | Simple average of 0.46% | |||||||||||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Inventories | |||
Raw materials and spare parts | $31,389 | $30,521 | |
Work in process | 3,292 | 3,011 | |
Finished goods | 15 | 290 | |
Total | 34,696 | 33,822 | |
Property and Equipment | |||
Proceeds from grants | $959 | $3,114 | $5,908 |
Minimum | |||
Property and Equipment | |||
Number of natural gas fueling locations | 540 | ||
LNG liquefaction plants | |||
Property and Equipment | |||
Estimated useful lives | 20 years | ||
Station equipment | |||
Property and Equipment | |||
Estimated useful lives | 10 years | ||
LNG trailers | |||
Property and Equipment | |||
Estimated useful lives | 10 years | ||
Other equipment | Minimum | |||
Property and Equipment | |||
Estimated useful lives | 3 years | ||
Other equipment | Maximum | |||
Property and Equipment | |||
Estimated useful lives | 7 years |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 2) (USD $) | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 6-May-13 | 6-May-13 | Oct. 14, 2014 | Dec. 31, 2014 | Jun. 28, 2013 | Dec. 29, 2014 |
Goodwill and intangible assets | |||||||||
Impairment charges for goodwill or indefinite lived intangible asset | $0 | $0 | $0 | ||||||
Foreign currency translation gains (losses) included in goodwill balances | -3,687 | -3,098 | |||||||
Total intangible assets | 84,784 | 110,183 | 84,784 | ||||||
Less accumulated amortization | -24,384 | -30,003 | -24,384 | ||||||
Foreign currency rate change | -5,039 | -410 | |||||||
Net intangible assets | 55,361 | 79,770 | 55,361 | ||||||
Carrying value of trademark of indefinite useful life | 1,200 | 1,200 | 1,200 | ||||||
Amortization expense | 7,024 | 9,016 | 10,875 | ||||||
Estimated amortization expense | |||||||||
2015 | 5,130 | 5,130 | |||||||
2016 | 5,130 | 5,130 | |||||||
2017 | 4,916 | 4,916 | |||||||
2018 | 4,366 | 4,366 | |||||||
2019 | 3,465 | 3,465 | |||||||
Thereafter | 32,354 | 32,354 | |||||||
Long-lived intangible impairment | 4,772 | ||||||||
MGES | |||||||||
Goodwill and intangible assets | |||||||||
Increase in goodwill on acquisition | 16,555 | ||||||||
Identifiable intangible assets | 600 | 600 | |||||||
MGES | Minimum | |||||||||
Goodwill and intangible assets | |||||||||
Estimated useful lives | 1 year | ||||||||
MGES | Maximum | |||||||||
Goodwill and intangible assets | |||||||||
Estimated useful lives | 6 years | ||||||||
NG Advantage | |||||||||
Goodwill and intangible assets | |||||||||
Increase in goodwill on acquisition | 21,070 | ||||||||
Identifiable intangible assets | 5,600 | ||||||||
NG Advantage | Minimum | |||||||||
Goodwill and intangible assets | |||||||||
Estimated useful lives | 4 years | ||||||||
NG Advantage | Maximum | |||||||||
Goodwill and intangible assets | |||||||||
Estimated useful lives | 7 years | ||||||||
IMW | |||||||||
Estimated amortization expense | |||||||||
Long-lived intangible impairment | 4,772 | ||||||||
BAF | |||||||||
Goodwill and intangible assets | |||||||||
Reduction in goodwill on sale | 774 | ||||||||
Dallas Clean Energy, LLC | |||||||||
Goodwill and intangible assets | |||||||||
Reduction in goodwill on sale | 7,205 | ||||||||
Technology | |||||||||
Goodwill and intangible assets | |||||||||
Total intangible assets | 54,400 | 54,400 | 54,400 | ||||||
Technology | Minimum | |||||||||
Goodwill and intangible assets | |||||||||
Estimated useful lives | 2 years | ||||||||
Technology | Maximum | |||||||||
Goodwill and intangible assets | |||||||||
Estimated useful lives | 20 years | ||||||||
Lease agreements | |||||||||
Goodwill and intangible assets | |||||||||
Total intangible assets | 21,045 | ||||||||
Lease agreements | Minimum | |||||||||
Goodwill and intangible assets | |||||||||
Estimated useful lives | 1 year | ||||||||
Lease agreements | Maximum | |||||||||
Goodwill and intangible assets | |||||||||
Estimated useful lives | 16 years | ||||||||
Customer relationships | |||||||||
Goodwill and intangible assets | |||||||||
Total intangible assets | 16,430 | 12,791 | 16,430 | ||||||
Customer relationships | Minimum | |||||||||
Goodwill and intangible assets | |||||||||
Estimated useful lives | 1 year | ||||||||
Customer relationships | Maximum | |||||||||
Goodwill and intangible assets | |||||||||
Estimated useful lives | 8 years | ||||||||
Acquired contracts | |||||||||
Goodwill and intangible assets | |||||||||
Total intangible assets | 3,694 | 13,121 | 3,694 | ||||||
Acquired contracts | Minimum | |||||||||
Goodwill and intangible assets | |||||||||
Estimated useful lives | 1 year | ||||||||
Acquired contracts | Maximum | |||||||||
Goodwill and intangible assets | |||||||||
Estimated useful lives | 10 years | ||||||||
Trademarks and trade names | |||||||||
Goodwill and intangible assets | |||||||||
Total intangible assets | 8,200 | 6,700 | 8,200 | ||||||
Trademarks and trade names | Minimum | |||||||||
Goodwill and intangible assets | |||||||||
Estimated useful lives | 2 years | ||||||||
Trademarks and trade names | Maximum | |||||||||
Goodwill and intangible assets | |||||||||
Estimated useful lives | 20 years | ||||||||
Non-compete agreements | |||||||||
Goodwill and intangible assets | |||||||||
Estimated useful lives | 3 years | ||||||||
Total intangible assets | 2,060 | 2,126 | 2,060 | ||||||
Customer relationships and tradenames | NG Advantage | |||||||||
Goodwill and intangible assets | |||||||||
Identifiable intangible assets | $5,600 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details 3) (USD $) | 12 Months Ended | 63 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Changes in the warrant liability | ||||
Warranty liability at beginning of year | $2,545 | $2,665 | ||
Costs accrued for new warranty contracts and changes in estimates for pre-existing warranties | 3,746 | 3,551 | ||
Service obligations honored | -3,989 | -3,089 | ||
Sale of subsidiary | -582 | |||
Warranty liability at end of year | 2,302 | 2,545 | 2,665 | |
Asset Retirement Obligations | ||||
Asset retirement obligation, included in other long-term liabilities | 1,603 | 1,322 | ||
Activity of the asset retirement obligation | ||||
Beginning balance | 1,461 | 1,313 | ||
Liabilities incurred | 118 | 89 | ||
Liabilities settled | -5 | |||
Accretion expense | 59 | 64 | ||
Ending balance | 1,638 | 1,461 | 1,313 | |
Alternative Fuels Excise Tax Credit | ||||
Federal fuel tax credit - CNG (in dollars per gasoline gallon equivalent) | 0.5 | |||
Federal fuel tax credit - LNG (in dollars per liquid gallon) | 0.5 | |||
VETC credits recognized as revenue | 28,359 | 45,439 | ||
VETC credits related to prior periods | 20,800 | |||
Advertising Costs | ||||
Advertising expense | 439 | 1,391 | 1,340 | |
Foreign Currency Translation | ||||
Foreign exchange transactions gains (losses) | ($3,188) | ($1,196) | $678 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Details 4) | 0 Months Ended | 12 Months Ended | 4 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Nov. 07, 2012 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
GE Credit Agreement | GE Warrant | ||||||
Net Loss Per Share | ||||||
Number of shares exercisable in the period | 500,000 | 500,000 | 500,000 | |||
Common stock | GE Credit Agreement | GE Warrant | ||||||
Net Loss Per Share | ||||||
Anti-dilutive securities (in shares) | 4,000,000 | |||||
Shares issuable upon exercise included in earnings per share calculations | 1,000,000 | |||||
Stock Options | ||||||
Net Loss Per Share | ||||||
Anti-dilutive securities (in shares) | 12,083,677 | 11,486,301 | 11,526,998 | |||
Series I Warrant Liabilities | ||||||
Net Loss Per Share | ||||||
Common stock related to the GE Warrant included in the basic and dilutive net loss per share calculation | 5,000,000 | |||||
Anti-dilutive securities (in shares) | 2,130,682 | 6,130,682 | 2,130,682 | |||
Convertible Notes | ||||||
Net Loss Per Share | ||||||
Anti-dilutive securities (in shares) | 16,262,226 | 35,185,979 | 35,185,979 | |||
Restricted Stock Units | ||||||
Net Loss Per Share | ||||||
Anti-dilutive securities (in shares) | 1,545,000 | 2,591,752 | 1,590,836 |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies (Details 5) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Concentration of Credit Risk | ||
Amount in excess of FDIC insurance limits | 88,740 | $237,004 |
IMW | ||
Concentration of Credit Risk | ||
Maximum percentage of foreign trade receivables covered by accounts receivable insurance | 90.00% |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies (Details 6) (Dallas Clean Energy, LLC) | 0 Months Ended |
Dec. 29, 2014 | |
Dallas Clean Energy, LLC | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Percentage of ownership sold | 51.00% |
Acquisitions_and_Divestitures_1
Acquisitions and Divestitures (Details 2) (USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Jun. 28, 2013 | Aug. 31, 2014 | Jul. 31, 2014 | Dec. 31, 2013 | Jul. 31, 2013 | Jun. 28, 2013 | Jun. 30, 2014 |
item | |||||||
BAF | ServoTech | |||||||
Divestitures | |||||||
Ownership interest in ServoTech (as a percent) | 100.00% | 100.00% | |||||
BAF | Westport Parties | Stock purchase agreement | |||||||
Divestitures | |||||||
Number of common stock shares to be received | 816,460 | 816,460 | |||||
Number of common stock shares received | 718,485 | 718,485 | 94,914,000 | ||||
Number of common stock Holdback Shares | 97,975 | 97,975 | |||||
Period of holdback for shares to be received | 1 year | ||||||
Number of Holdback Shares remaining unissued | 3,061,000 | ||||||
Number of common stock shares sold | 718,485 | ||||||
Net proceeds from sale of common stock | $1,727 | $23,722 | |||||
Repayment of certain intercompany indebtedness of BAF Technologies, Inc. and ServoTech Engineering Inc. (BAF) to the Company | 2,478 | ||||||
Value of common stock shares to be received | 27,221 | 27,221 | |||||
Initial/adjusted gain recognized | 15,498 | 13,993 | 14,115 | 15,498 | |||
Write down in value of the Holdback Shares | 122 | 1,383 | |||||
BAF | Westport Affiliates | Marketing Agreement | |||||||
Divestitures | |||||||
Cash payable to entity under the agreement | $5,000 | $5,000 | |||||
Term of agreement | 2 years | ||||||
Complimentary gasoline provided under the agreement (in gallons) | 750,000 | ||||||
Minimum number of members to be appointed by Company to operating committee | 1 | 1 |
Acquisitions_and_Divestitures_2
Acquisitions and Divestitures (Details 3) (USD $) | 0 Months Ended | 1 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | 6-May-13 | 6-May-13 | Aug. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
Allocation of aggregate purchase price | |||||
Goodwill | $98,726 | $88,548 | |||
MGES | |||||
Allocation of aggregate purchase price | |||||
Current assets | 4,475 | 4,475 | |||
Property, plant and equipment | 1,369 | 1,369 | |||
Identifiable intangible assets | 600 | 600 | |||
Goodwill | 16,555 | 16,555 | |||
Total assets acquired | 22,999 | 22,999 | |||
Current liabilities assumed | -1,984 | -1,984 | |||
Total purchase price | 21,015 | 21,015 | |||
MGES | Minimum | |||||
Allocation of aggregate purchase price | |||||
Identifiable intangible assets, estimated useful lives | 1 year | ||||
MGES | Maximum | |||||
Allocation of aggregate purchase price | |||||
Identifiable intangible assets, estimated useful lives | 6 years | ||||
MGES | Stock purchase agreement | |||||
Acquisitions | |||||
Total purchase consideration | 20,000 | 563 | |||
Percentage of purchase consideration payable in cash | 50.00% | 50.00% | |||
Percentage of purchase consideration paid in shares | 50.00% | 50.00% | |||
Cash payment | 9,000 | ||||
Number of common stock shares issued | 761,545 | ||||
Amount retained | 1,000 | $1,000 |
Acquisitions_and_Divestitures_3
Acquisitions and Divestitures (Details 4) (USD $) | 0 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 14, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
Allocation of aggregate purchase price | |||
Goodwill | $98,726 | $88,548 | |
NG Advantage | |||
Allocation of aggregate purchase price | |||
Current assets | 40,558 | ||
Property, plant and equipment | 20,862 | ||
Other long-term assets | 5,115 | ||
Identifiable intangible assets | 5,600 | ||
Goodwill | 21,070 | ||
Total assets acquired | 93,205 | ||
Current liabilities assumed | -9,165 | ||
Long-term debt including capital leases assumed, excluding current installments | -17,604 | ||
Other liabilities | -711 | ||
Non-controlling interest | -28,075 | ||
Total purchase price | 37,650 | ||
Assumed debt related to purchases of capital assets and working capital needs | 20,439 | ||
Debt payment | 10,361 | ||
NG Advantage | Minimum | |||
Allocation of aggregate purchase price | |||
Identifiable intangible assets, estimated useful lives | 4 years | ||
NG Advantage | Maximum | |||
Allocation of aggregate purchase price | |||
Identifiable intangible assets, estimated useful lives | 7 years | ||
NG Advantage | Customer relationships and tradenames | |||
Allocation of aggregate purchase price | |||
Identifiable intangible assets | 5,600 | ||
NG Advantage | Common unit purchase agreement | |||
Acquisitions and Divestitures | |||
Total consideration | 37,650 | ||
Ownership interest acquired (as a percent) | 53.30% | ||
Consideration paid in cash | 19,000 | ||
Consideration liability | 18,650 | ||
Number of installments | 2 | ||
NG Advantage | Due by January 2015 | Common unit purchase agreement | |||
Acquisitions and Divestitures | |||
Consideration liability | 3,000 | ||
NG Advantage | Due by April 2015 | Common unit purchase agreement | |||
Acquisitions and Divestitures | |||
Consideration liability | $15,650 |
Acquisitions_and_Divestitures_4
Acquisitions and Divestitures (Details 5) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 29, 2014 | Dec. 31, 2014 | Sep. 30, 2014 | Sep. 04, 2014 | Sep. 03, 2012 |
Divestitures | |||||||
Gain from sale of subsidiary | $11,998 | $14,115 | |||||
Goodwill | 98,726 | 88,548 | 98,726 | ||||
Dallas Clean Energy, LLC | |||||||
Divestitures | |||||||
Percentage of ownership sold | 51.00% | ||||||
Dallas Clean Energy, LLC | Cambrian | |||||||
Divestitures | |||||||
Ownership interest (as a percent) | 49.00% | ||||||
Dallas Clean Energy, LLC | Cambrian | |||||||
Divestitures | |||||||
Cash consideration received on sale of subsidiary | 40,588 | 6,992 | |||||
Dallas Clean Energy, LLC | Cambrian | Mavrix | |||||||
Divestitures | |||||||
Percentage of ownership sold | 51.00% | 19.00% | |||||
Ownership interest (as a percent) | 70.00% | ||||||
Additional consideration that may be received prior to August 1, 2015 | 3,000 | ||||||
Gain from sale of subsidiary | 11,998 | ||||||
Goodwill | 7,205 |
Restricted_Cash_Details
Restricted Cash (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Restricted Cash | ||
Short-term restricted cash | $6,012 | $8,403 |
DCEMB revenue bonds | ||
Restricted Cash | ||
Short-term restricted cash | 6,581 | |
Canton Bonds | ||
Restricted Cash | ||
Short-term restricted cash | 4,259 | |
Standby letters of credit | ||
Restricted Cash | ||
Short-term restricted cash | $1,753 | $1,822 |
Investments_Details
Investments (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Short-term investments | ||
Amortized Cost | $122,605 | $138,843 |
Gross Unrealized Losses | -59 | -603 |
Estimated Fair Value | 122,546 | 138,240 |
Municipal bonds and notes | ||
Short-term investments | ||
Amortized Cost | 38,668 | 60,047 |
Gross Unrealized Losses | -16 | -252 |
Estimated Fair Value | 38,652 | 59,795 |
Zero coupon bonds | ||
Short-term investments | ||
Amortized Cost | 3,308 | |
Gross Unrealized Losses | -2 | |
Estimated Fair Value | 3,306 | |
Corporate bonds | ||
Short-term investments | ||
Amortized Cost | 45,274 | 43,166 |
Gross Unrealized Losses | -41 | -342 |
Estimated Fair Value | 45,233 | 42,824 |
Certificates of deposit | ||
Short-term investments | ||
Amortized Cost | 35,355 | 35,630 |
Gross Unrealized Losses | -9 | |
Estimated Fair Value | $35,355 | $35,621 |
Other_Receivables_Details
Other Receivables (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Other Receivables | ||
Other receivables | $56,223 | $26,285 |
Loans to customers to finance vehicle purchases | ||
Other Receivables | ||
Other receivables | 8,257 | 5,919 |
Accrued customer billings | ||
Other Receivables | ||
Other receivables | 10,143 | 6,327 |
Fuel tax and carbon credits | ||
Other Receivables | ||
Other receivables | 34,250 | 6,740 |
Other | ||
Other Receivables | ||
Other receivables | $3,573 | $7,299 |
Land_Property_and_Equipment_De
Land, Property and Equipment (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Land, Property and Equipment | |||
Land, property and equipment, gross | $686,539 | $626,906 | |
Less: accumulated depreciation | -172,270 | -139,052 | |
Land, property and equipment, net | 514,269 | 487,854 | |
Capitalized software costs, net | 21,004 | 18,214 | |
Accumulated amortization on the capitalized software costs | 10,740 | 7,747 | |
Amortization expense related to the capitalized software costs | 2,993 | 3,079 | 1,812 |
Amount included in accounts payable balances | 11,032 | 13,930 | |
Land | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | 2,858 | 1,707 | |
LNG liquefaction plants | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | 94,636 | 93,685 | |
RNG plants | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | 45,359 | 47,932 | |
Station equipment | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | 265,086 | 194,240 | |
LNG trailers | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | 40,067 | 22,667 | |
Other equipment | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | 74,796 | 62,127 | |
Construction in progress | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | $163,737 | $204,548 |
Investment_in_Other_Entities_D
Investment in Other Entities (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 |
Equity method investments | ||||
Dividend distribution | $1,091 | |||
Gain on sale recognized | 4,705 | |||
Loss from investment | -490 | -76 | 331 | |
Peru JV | ||||
Equity method investments | ||||
Ownership interest sold | 6,119 | |||
Dividend distribution | 1,091 | |||
Gain on sale recognized | 4,705 | |||
Mansfield Energy Corp | ||||
Equity method investments | ||||
Ownership interest (as a percent) | 50.00% | |||
Loss from investment | 490 | |||
Investment balance | $5,510 |
Accrued_Liabilities_Details
Accrued Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Accrued Liabilities | |||
Salaries and wages | $9,041 | $6,768 | |
Accrued gas and equipment purchases | 12,340 | 8,035 | |
Accrued property and other taxes | 5,178 | 5,448 | |
Accrued professional fees | 1,084 | 1,335 | |
Accrued employee benefits | 3,208 | 2,898 | |
Accrued warranty liability | 2,302 | 2,545 | 2,665 |
Accrued interest | 3,748 | 4,216 | |
Other | 19,859 | 15,500 | |
Total | $56,760 | $46,745 |
LongTerm_Debt_Details
Long-Term Debt (Details) (Purchase Notes, IMW) | 0 Months Ended | 1 Months Ended | ||||||||
In Thousands, unless otherwise specified | Sep. 07, 2010 | Sep. 07, 2010 | Feb. 28, 2014 | Feb. 28, 2014 | Feb. 28, 2013 | Feb. 28, 2013 | Oct. 31, 2012 | Aug. 31, 2012 | Jan. 31, 2012 | Jan. 31, 2011 |
USD ($) | CAD | USD ($) | CAD | USD ($) | CAD | USD ($) | USD ($) | CAD | USD ($) | |
item | ||||||||||
Long-term debt | ||||||||||
Number of annual payments | 4 | 4 | ||||||||
Annual cash required to be paid on debt instrument | 5,000 | |||||||||
Cash and/or common stock required to be paid or issued on debt instrument | 7,500 | |||||||||
Amount paid | 3,750 | 5,000 | 5,000 | 5,000 | 5,000 | |||||
Common stock issued on debt instrument | $3,750 | $7,500 | $3,750 | $3,750 | $7,500 |
LongTerm_Debt_Details_2
Long-Term Debt (Details 2) | Sep. 07, 2010 | Sep. 07, 2010 | Sep. 07, 2010 | Sep. 07, 2010 | Sep. 07, 2010 | Sep. 07, 2010 | Sep. 07, 2010 | Sep. 07, 2010 | Sep. 07, 2010 | Sep. 07, 2010 | Sep. 07, 2010 | Sep. 07, 2010 | Sep. 07, 2010 | Sep. 07, 2010 | Sep. 07, 2010 | Sep. 07, 2010 | Sep. 07, 2010 | Sep. 07, 2010 | Sep. 07, 2010 |
In Thousands, unless otherwise specified | IMW assumed operating line of credit | IMW assumed operating line of credit | IMW assumed operating line of credit | IMW assumed operating line of credit | Demand revolving line of credit | Demand revolving bank guarantee and standby letter of credit line | IMW bank guarantee line | IMW forward exchange contract line | IMW Renminbi operating line of credit | IMW Renminbi operating line of credit | IMW Renminbi operating line of credit | IMW Renminbi sub-limit line of credit | IMW Renminbi line of credit | IMW Bangladeshi Taka operating line of credit | IMW Bangladeshi Taka operating line of credit | IMW Colombian Peso operating line of credit | IMW Colombian Peso operating line of credit | IMW Colombian Peso operating line of credit | IMW Colombian Peso operating line of credit |
CAD | HSBC's prime rate | HSBC's US base rate | LIBOR | CAD | CAD | CAD | CAD | CAD | CNY | People's Bank of China 6 month rate | CNY | CNY | BDT | CAD | CAD | COP | Colombia benchmark rate | Colombia benchmark rate | |
Minimum | Maximum | ||||||||||||||||||
Long-term debt | |||||||||||||||||||
Line of credit limit | 13,000 | 2,000 | 1,115 | 3,000 | 13,750 | 945 | 5,000 | 5,000 | 5,000 | 16,750 | 245 | 82 | 170,000 | ||||||
Percentage of margin added to reference rate to determine interest rate on debt | 1.00% | 1.00% | 2.25% | 2.50% | 7.00% | 12.00% | |||||||||||||
Interest rate (as a percent) | 14.00% | 14.00% |
LongTerm_Debt_Details_3
Long-Term Debt (Details 3) (7.5% Notes, USD $) | 0 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Jul. 11, 2011 | Aug. 27, 2013 | Jun. 14, 2013 | Dec. 31, 2014 |
item | item | item | ||
Long-term debt | ||||
Number of convertible promissory notes to be issued | 3 | |||
Principal amount of each debt instrument to be issued | $50,000 | |||
Interest rate (as a percent) | 7.50% | |||
Maximum | ||||
Long-term debt | ||||
Financing commitment received | 150,000 | |||
Boone Pickens | ||||
Long-term debt | ||||
Aggregate principal amount | 65,000 | |||
Boone Pickens | Common stock | ||||
Long-term debt | ||||
Number of shares of common stock into which Notes are convertible | 4,113,924 | |||
Buyers | ||||
Long-term debt | ||||
Additional amount of advances under the obligation assumed | 50,000 | |||
Amount of advance funded | 50,000 | |||
Conversion price of shares (in dollars per share) | $15.80 | |||
Percentage of the trade price of common stock that the conversion price must be at premium for the Company to force conversion | 40.00% | |||
Number of days within 30 consecutive trading days in which the trade price of the entity's common stock must be at premium of the conversion price for the Company to force conversion | 20 | |||
Number of consecutive trading days used to determine the conversion obligation on the notes for the Company to force conversion | 30 days | |||
Period during which the debt instrument principal balance is required to be paid following its issuance | 7 years | |||
Long term restricted cash related to debt instrument | 0 | |||
Green Energy Investment Holdings, LLC | ||||
Long-term debt | ||||
Principal amount transferred | 5,000 | |||
Aggregate principal amount | 80,000 | |||
Green Energy Investment Holdings, LLC | Common stock | ||||
Long-term debt | ||||
Number of shares of common stock into which Notes are convertible | 5,063,291 |
LongTerm_Debt_Details_4
Long-Term Debt (Details 4) (SLG Notes, USD $) | 0 Months Ended | 1 Months Ended | 2 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Aug. 24, 2011 | Apr. 30, 2012 | Feb. 28, 2013 | Mar. 01, 2012 |
item | ||||
Long-term debt | ||||
Financing commitment received | $150,000 | |||
Interest rate (as a percent) | 7.50% | |||
Conversion price of shares (in dollars per share) | $15 | |||
Percentage of the trade price of common stock that the conversion price must be at premium for the Company to force conversion | 40.00% | |||
Number of days within 30 consecutive trading days in which the trade price of the entity's common stock must be at premium of the conversion price for the Company to force conversion | 20 | |||
Number of consecutive trading days used to determine the conversion obligation on the notes for the Company to force conversion | 30 days | |||
Period during which the debt instrument principal balance is required to be paid following its issuance | 5 years | |||
Common stock | ||||
Long-term debt | ||||
Amount of principal and accrued interest under debt conversion | 1,003 | 4,030 | ||
Common stock issued upon conversion of debt (in shares) | 66,888 | 268,664 | ||
Baytree Investments (Mauritius) Pte Ltd | ||||
Long-term debt | ||||
Principal amount transferred | $24,000 |
LongTerm_Debt_Details_5
Long-Term Debt (Details 5) (GE Credit Agreement, USD $) | 0 Months Ended | 24 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Nov. 07, 2012 | Dec. 31, 2014 | Nov. 07, 2012 |
item | |||
Long-term debt | |||
Number of wholly owned subsidiaries through which the entity entered into a financing arrangement | 2 | ||
Line of credit limit | $200,000 | $200,000 | |
Number of LNG production facilities being financed | 2 | ||
Commitment fee on the unutilized loan amounts (as a percent) | 0.50% | ||
Commitment fee | $1,014 | ||
GE Warrant | Common stock | |||
Long-term debt | |||
Number of shares that can be purchased upon exercise of warrants | 5,000,000 | 5,000,000 | |
Minimum | |||
Long-term debt | |||
Percentage of the budgeted costs of the Projects which the Company agreed to pay | 25.00% | ||
Maximum | |||
Long-term debt | |||
Amortization period following conversion into term loan | 8 years | ||
LIBOR | |||
Long-term debt | |||
Percentage of margin added to reference rate to determine interest rate on debt | 7.00% | ||
Reference rate minimum (as a percent) | 1.00% |
LongTerm_Debt_Details_6
Long-Term Debt (Details 6) (USD $) | 12 Months Ended | 0 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 29, 2014 | Apr. 25, 2013 |
Long-term debt | ||||
Payment of early termination fee | $896 | $9,130 | ||
Mavrix Note | Mavrix | ||||
Long-term debt | ||||
Financing commitment received | 30,000 | |||
Period during which the debt instrument principal balance is required to be paid following its issuance | 12 years | |||
Interest rate (as a percent) | 12.00% | |||
Paid in kind interest (as a percent) | 2.00% | |||
Amount of advance funded | 5,000 | |||
Amount paid | 13,594 | |||
Payment of early termination fee | $750 |
LongTerm_Debt_Details_7
Long-Term Debt (Details 7) (USD $) | 12 Months Ended | 1 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2010 |
item | ||||
Long-term debt | ||||
Payment of certain debt issuance costs | $896 | $9,130 | ||
5.25% Notes | ||||
Long-term debt | ||||
Interest rate (as a percent) | 5.25% | |||
Payment of certain debt issuance costs | 7,805 | |||
Amount of advance funded | 242,195 | |||
Denominator in calculation of shares per principal amount in debt conversion | $1 | |||
Common stock issued upon conversion of debt (in shares) | 64.1026 | |||
Conversion price of shares (in dollars per share) | $15.60 | |||
Number of days within 30 consecutive trading days in which the trade price of the entity's common stock must be at premium of the conversion price for the Company to force conversion | 20 | |||
Number of consecutive trading days used to determine the conversion obligation on the notes for the Company to force conversion | 30 days | |||
Percentage of the trade price of common stock that the conversion price must be at premium for the Company to force conversion | 160.00% | |||
Redemption price as percentage of principal amount of notes to be redeemed | 100.00% | |||
Percentage of principal amount at which notes may be required to be repurchased in event of fundamental change by the entity | 100.00% | |||
5.25% Notes | Minimum | ||||
Long-term debt | ||||
Percentage of principal amount of notes outstanding allowing holders to accelerate all amounts due under notes in event of default under the Indenture | 25.00% |
LongTerm_Debt_Details_8
Long-Term Debt (Details 8) (Canton Bonds, USD $) | Dec. 31, 2014 | Mar. 19, 2014 |
In Thousands, unless otherwise specified | ||
Long-term debt | ||
Principal amount with recourse to the Company | $1,000 | |
Canton Renewables | ||
Long-term debt | ||
Debt issuance amount | $12,400 | |
Coupon interest rate (as a percent) | 6.60% |
LongTerm_Debt_Details_9
Long-Term Debt (Details 9) (USD $) | 24 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Long-term debt | ||
Maximum interest rate on other debt borrowings | 21.42% | |
Weighted average interest rate | 6.80% | 5.72% |
Total debt and capital lease obligations | $570,670 | $620,418 |
Less amounts due within one year | -4,846 | -23,401 |
Total long-term debt and capital lease obligations | 565,824 | 597,017 |
Summary of aggregate maturities of long-term debt | ||
2015 | 4,846 | |
2016 | 148,785 | |
2017 | 4,050 | |
2018 | 303,564 | |
2019 | 53,051 | |
Thereafter | 56,374 | |
Purchase Notes | IMW | ||
Long-term debt | ||
Total debt and capital lease obligations | 12,121 | |
DCEMB notes | ||
Long-term debt | ||
Total debt and capital lease obligations | 585 | |
DCEMB revenue bonds | ||
Long-term debt | ||
Total debt and capital lease obligations | 36,500 | |
7.5% Notes | ||
Long-term debt | ||
Total debt and capital lease obligations | 150,000 | 150,000 |
Summary of aggregate maturities of long-term debt | ||
2018 | 50,000 | |
2019 | 50,000 | |
Thereafter | 50,000 | |
SLG Notes | ||
Long-term debt | ||
Total debt and capital lease obligations | 145,000 | 145,000 |
Summary of aggregate maturities of long-term debt | ||
2016 | 145,000 | |
5.25% Notes | ||
Long-term debt | ||
Total debt and capital lease obligations | 250,000 | 250,000 |
Summary of aggregate maturities of long-term debt | ||
2018 | 250,000 | |
Mavrix Note | ||
Long-term debt | ||
Total debt and capital lease obligations | 15,097 | |
Canton Bonds | ||
Long-term debt | ||
Total debt and capital lease obligations | 12,150 | |
Summary of aggregate maturities of long-term debt | ||
2015 | 1,240 | |
2016 | 1,390 | |
2017 | 1,420 | |
2018 | 1,460 | |
2019 | 1,555 | |
Thereafter | 5,085 | |
Capital lease obligations | ||
Long-term debt | ||
Total debt and capital lease obligations | 2,692 | 3,091 |
Summary of aggregate maturities of long-term debt | ||
2015 | 700 | |
2016 | 386 | |
2017 | 483 | |
2018 | 188 | |
2019 | 183 | |
Thereafter | 752 | |
Other debt | ||
Long-term debt | ||
Total debt and capital lease obligations | 10,828 | 8,024 |
Summary of aggregate maturities of long-term debt | ||
2015 | 2,906 | |
2016 | 2,009 | |
2017 | 2,147 | |
2018 | 1,916 | |
2019 | 1,313 | |
Thereafter | $537 |
Derivative_Transactions_Detail
Derivative Transactions (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Derivative Transactions | |||
Unrealized gains on derivative instruments recognized in other comprehensive income loss | $108 | $2,151 | |
Derivative loss | -5,748 | -938 | -3,391 |
Natural gas futures contracts | |||
Derivative Transactions | |||
Unrealized gains on derivative instruments recognized in other comprehensive income loss | 108 | 2,151 | |
Derivative liability | 107 | ||
Derivative loss | 65 | 2,370 | |
Natural gas futures contracts | Prepaid expenses and other current assets | |||
Derivative Transactions | |||
Derivative asset | 5 | ||
Natural gas futures contracts | Accrued liabilities. | |||
Derivative Transactions | |||
Derivative liability | 112 | ||
Forward exchange contracts | |||
Derivative Transactions | |||
Derivative liability | $0 | $0 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
item | ||
Stockholders' Equity | ||
Authorized number of classes of capital stock | 2 | |
Common stock, Par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Authorized shares | 225,000,000 | |
Common stock, Authorized shares | 224,000,000 | 149,000,000 |
Preferred stock, Authorized shares | 1,000,000 | 1,000,000 |
Number of votes per share held by holders of common stock | 1 |
Stockholders_Equity_Details_2
Stockholder's Equity (Details 2) (USD $) | 0 Months Ended | 12 Months Ended | 1 Months Ended | 11 Months Ended | 0 Months Ended | 12 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Nov. 03, 2008 | Dec. 31, 2012 | Apr. 30, 2012 | Feb. 28, 2013 | Nov. 12, 2008 | Nov. 10, 2010 | Dec. 31, 2014 | Nov. 07, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 28, 2008 |
Stockholders' equity | |||||||||||
Number of units authorized under the Placement Agent Agreement | 4,419,192,000 | ||||||||||
Unit price (in dollars per unit) | $7.92 | ||||||||||
Proceeds after deducting the placement agent's fees and other offering expenses related to the sale of units | $32,484 | ||||||||||
Common stock, par value (in dollars per share) | 0.0001 | $0.00 | $0.00 | ||||||||
Fair value of warrants issued, additional paid-in capital | 56,158 | ||||||||||
SLG Notes | |||||||||||
Stockholders' equity | |||||||||||
Value of debt converted into shares | 1,003 | 4,030 | |||||||||
Common stock issued upon conversion of debt (in shares) | 66,888 | 268,664 | |||||||||
Series I Warrants | |||||||||||
Stockholders' equity | |||||||||||
Number of shares that can be purchased upon exercise of warrants | 3,314,394 | ||||||||||
Proceeds after deducting the placement agent's fees and other offering expenses related to the sale of units | 9,745 | ||||||||||
Period from which warrants are exercisable | 6 months | ||||||||||
Expiration term | 7 years | ||||||||||
Exercise price of the warrant (in dollars per share) | $12.68 | ||||||||||
Series II Warrant | |||||||||||
Stockholders' equity | |||||||||||
Number of shares that can be purchased upon exercise of warrants | 1,136,364 | ||||||||||
Proceeds after deducting the placement agent's fees and other offering expenses related to the sale of units | 3,573 | ||||||||||
Exercise price of the warrant (in dollars per share) | $0.01 | ||||||||||
Total number of warrants exercised (in shares) | 1,134,759 | ||||||||||
Amended Series I Warrant | |||||||||||
Stockholders' equity | |||||||||||
Number of shares that can be purchased upon exercise of warrants | 1,183,712 | ||||||||||
Number of holders of warrants entering into amendment with the company | 1 | ||||||||||
Amount paid to holders on modification of term | 3,172 | ||||||||||
Total number of warrants exercised (in shares) | 1,183,712 | ||||||||||
Total value of warrants exercised | 15,009 | ||||||||||
Gain on exercise of warrants | 3,208 | ||||||||||
GE Warrant | GE Credit Agreement | |||||||||||
Stockholders' equity | |||||||||||
Number of shares exercisable in the period | 500,000 | 500,000 | 500,000 | ||||||||
Additional number of shares that will be exercisable if no loans are made | 500,000 | ||||||||||
Percentage of market price below which stock sale is a "Dilutive Issuance" | 80.00% | ||||||||||
Fair value of warrants issued, additional paid-in capital | 56,158 | ||||||||||
Remaining shares to be allocated to draws as they become exercisable | 4,000,000 | 4,000,000 | |||||||||
GE Warrant | Tranche A Loans | |||||||||||
Stockholders' equity | |||||||||||
Number of shares that will become exercisable at the time the specified loan is made under the credit agreement | 1,250,000 | 1,250,000 | |||||||||
Number of additional shares that will become exercisable at the time that specified loan of at least $15,000,000 principal amount is made under the credit agreement | 1,000,000 | 750,000 | |||||||||
Minimum specified principal amount for additional shares to become exercisable | 15,000 | 15,000 | |||||||||
GE Warrant | Tranche B Loans | |||||||||||
Stockholders' equity | |||||||||||
Number of shares that will become exercisable at the time the specified loan is made under the credit agreement | 1,250,000 | 1,250,000 | |||||||||
Number of additional shares that will become exercisable at the time that specified loan of at least $15,000,000 principal amount is made under the credit agreement | 1,000,000 | 750,000 | |||||||||
Minimum specified principal amount for additional shares to become exercisable | 15,000 | 15,000 | |||||||||
Common stock | |||||||||||
Stockholders' equity | |||||||||||
Number of shares of the company's common stock in a unit | 1 | ||||||||||
Number of shares issued for units under Placement Agent Agreement | 4,419,192 | ||||||||||
Proceeds after deducting the placement agent's fees and other offering expenses related to the sale of units | $19,166 | ||||||||||
Exercise price of the warrant (in dollars per share) | $0.01 | ||||||||||
Common stock | GE Warrant | GE Credit Agreement | |||||||||||
Stockholders' equity | |||||||||||
Number of shares that can be purchased upon exercise of warrants | 5,000,000 | ||||||||||
Maximum | Series I Warrants | |||||||||||
Stockholders' equity | |||||||||||
Number of shares that can be purchased upon exercise of each warrant | 0.75 | ||||||||||
Maximum | Series II Warrant | |||||||||||
Stockholders' equity | |||||||||||
Number of shares that can be purchased upon exercise of each warrant | 0.2571 |
Stockholders_Equity_Details_3
Stockholders' Equity (Details 3) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Stock-based compensation | |||
Stock-based compensation expense | $11,514 | $23,008 | $22,087 |
Stock-based compensation expense, net of tax | 11,514 | 23,008 | 22,087 |
2002 Plan | Stock Options | |||
Stock-based compensation | |||
Award term | 10 years | ||
Percentage ownership of stock for which the option purchase price will be 110% of fair market | 10.00% | ||
Vesting period | 3 years | ||
2002 Plan | Stock Options | Minimum | |||
Stock-based compensation | |||
Purchase price of options expressed as percentage of fair market value of common stock | 100.00% | ||
Purchase price of options granted to 10% stockholders expressed as percentage of fair market value of common stock | 110.00% | ||
2006 Plan | Stock Options | |||
Stock-based compensation | |||
Stock-based compensation expense | 7,286 | 13,751 | 14,199 |
Number of shares reserved for issuance | 18,890,500 | ||
Number of shares available for future grant | 779,127 | ||
Number of Shares | |||
Outstanding at the beginning of the period | 11,526,998 | ||
Options granted | 957,000 | ||
Options exercised | -468,279 | ||
Options forfeited | -529,418 | ||
Outstanding at the end of the period | 11,486,301 | 11,526,998 | |
Exercisable at the end of the period | 9,875,201 | ||
Weighted Average Exercise Price | |||
Outstanding at the beginning of the period | $11.79 | ||
Options granted | $10.23 | ||
Options exercised | $3.78 | ||
Options forfeited | $13.40 | ||
Outstanding at the end of the period | $11.91 | $11.79 | |
Exercisable at the end of the period | $11.94 | ||
Additional option disclosures | |||
Options outstanding at the end of the period, weighted average remaining contractual term | 5 years 15 days | ||
Options exercisable at the end of the period, weighted average remaining contractual term | 4 years 5 months 16 days | ||
Other disclosures | |||
Total unrecognized compensation cost related to non-vested shares | 6,967 | ||
Weighted average period over which the total unrecognized compensation cost related to non-vested shares is expected to be recognized | 1 year 6 months | ||
Total fair value of shares vested | 8,101 | ||
Intrinsic value of all options exercised | $2,568 | $935 | $18,822 |
Weighted-average assumption used for grants | |||
Dividend yield | 0.00% | ||
Expected volatility, minimum | 52.30% | ||
Expected volatility, maximum | 67.00% | ||
Risk-free interest rate, minimum | 1.10% | ||
Risk-free interest rate, maximum | 1.80% | ||
Expected life | 6 years | ||
Stock-based compensation | |||
Weighted-average grant date fair values of options granted | $5.32 | $6.86 | $7.95 |
Stockholders_Equity_Details_4
Stockholders' Equity (Details 4) (USD $) | 12 Months Ended | 0 Months Ended | 36 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 02, 2014 | Dec. 31, 2014 |
Stock-based compensation | |||||
Stock-based compensation expense | $11,514 | $23,008 | $22,087 | ||
Market-Based RSUs | |||||
Stock-based compensation | |||||
Number of shares of common stock to be received for each performance unit | 1 | ||||
Number of consecutive trading days during which the closing price of the entity's common stock must exceed the closing price on the grant date in order for a holder to receive one share of common stock for each award | 20 days | ||||
Percentage of the closing price of the entity's common stock that the closing price must equal or exceed in order for an award holder to receive one share of common stock for each award | 135.00% | ||||
Period from the date of grant after which awards will be automatically forfeited if the Stock Price Condition is not satisfied | 4 years | ||||
Number of Shares | |||||
Outstanding at the beginning of the period | 1,545,000 | ||||
RSUs granted | 489,500 | 2,034,500 | |||
RSUs forfeited | -265,500 | ||||
Outstanding at the end of the period | 1,769,000 | 1,545,000 | 1,769,000 | ||
Weighted Average Fair Value at Grant Date | |||||
Outstanding at the beginning of the period | $11.42 | ||||
RSUs granted | $8.26 | ||||
RSUs forfeited (in dollars per share) | $10.62 | ||||
Outstanding at the end of the period | $10.67 | $11.42 | $10.67 | ||
Weighted Average Remaining Contractual Term | 1 year 6 months 26 days | ||||
Stock-based compensation | |||||
Total unrecognized compensation cost related to non-vested shares | 2,191 | 2,191 | |||
Weighted average period over which the total unrecognized compensation cost related to non-vested shares is expected to be recognized | 1 year 1 month 6 days | ||||
Stock-based compensation expense | 2,556 | 8,821 | |||
Weighted-average assumption used for grants | |||||
Dividend yield | 0.00% | ||||
Expected volatility | 47.00% | ||||
Risk-free interest rate | 1.10% | ||||
Expected life | 2 years | ||||
Market-Based RSUs | Minimum | |||||
Stock-based compensation | |||||
Period from the date of grant in which the closing price of the entity's common stock must exceed the closing price in order for a holder to receive one share of common stock for each award | 2 years | ||||
Market-Based RSUs | Maximum | |||||
Stock-based compensation | |||||
Period from the date of grant in which the closing price of the entity's common stock must exceed the closing price in order for a holder to receive one share of common stock for each award | 4 years | ||||
Service-Based RSUs | |||||
Stock-based compensation | |||||
Vesting period | 3 years | ||||
Number of Shares | |||||
Outstanding at the beginning of the period | 45,836 | ||||
RSUs granted | 792,500 | ||||
RSUs vested | -15,584 | ||||
Outstanding at the end of the period | 822,752 | 45,836 | 822,752 | ||
Weighted Average Fair Value at Grant Date | |||||
Outstanding at the beginning of the period | $13.09 | ||||
RSUs granted | $5.54 | ||||
RSUs vested (in dollars per share) | $13.09 | ||||
Outstanding at the end of the period | $5.82 | $13.09 | $5.82 | ||
Weighted Average Remaining Contractual Term | 2 years 10 months 6 days | ||||
Stock-based compensation | |||||
Total unrecognized compensation cost related to non-vested shares | 4,186 | 4,186 | |||
Weighted average period over which the total unrecognized compensation cost related to non-vested shares is expected to be recognized | 2 years 9 months 18 days | ||||
Stock-based compensation expense | $365 | $51 | |||
Service-Based RSUs | Vesting over the first year | |||||
Stock-based compensation | |||||
Vesting percentage | 34.00% | ||||
Service-Based RSUs | Vesting over the second year | |||||
Stock-based compensation | |||||
Vesting percentage | 33.00% | ||||
Service-Based RSUs | Vesting over the third year | |||||
Stock-based compensation | |||||
Vesting percentage | 33.00% |
Stockholders_Equity_Details_5
Stockholders' Equity (Details 5) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Stock-based compensation | |||
Stock-based compensation expense | $11,514 | $23,008 | $22,087 |
Employee Stock Purchase Plan | |||
Stock-based compensation | |||
Purchase price of shares expressed as percentage of fair market value of common stock | 85.00% | ||
Number of non-concurrent offering periods | 2 | ||
Number of shares reserved | 2,500,000 | ||
Stock-based compensation expense | $67 | $29 | |
Shares sold pursuant to the ESPP | 57,881 |
Stockholders_Equity_Details_6
Stockholders' Equity (Details 6) (USD $) | 12 Months Ended | 1 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 |
Stock-based compensation | ||||
Stock-based compensation expense | $11,514 | $23,008 | $22,087 | |
CERF Plan | Stock Options | ||||
Stock-based compensation | ||||
Number of shares reserved for issuance | 150,000 | |||
Number of Shares | ||||
Outstanding at the beginning of the period | 115,000 | |||
Outstanding at the end of the period | 115,000 | 115,000 | ||
Weighted Average Exercise Price | ||||
Outstanding at the beginning of the period | $40.80 | |||
Outstanding at the end of the period | $40.80 | $40.80 | ||
Additional option disclosures | ||||
Options outstanding at the end of the period, weighted average remaining contractual term | 8 years 8 months 19 days | |||
Other disclosures | ||||
Total unrecognized compensation cost related to non-vested units | 2,070 | |||
Weighted average period over which the total unrecognized compensation cost related to non-vested units is expected to be recognized | 1 year 9 months 18 days | |||
Weighted-average assumption used for grants | ||||
Dividend yield | 0.00% | |||
Expected volatility | 96.40% | |||
Risk-free interest rate | 1.90% | |||
Expected life | 6 years | |||
Stock-based compensation | ||||
Weighted-average grant date fair values of options granted | $31.65 | |||
Stock-based compensation expense | $1,240 | $356 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Components of loss before income taxes | |||
U.S. | ($64,913) | ($40,195) | ($91,608) |
Foreign | -24,871 | -23,009 | -7,960 |
Income (loss) before income taxes, total | -89,784 | -63,204 | -99,568 |
Current: | |||
Current Federal | 190 | 87 | 269 |
Current State | 238 | 310 | 302 |
Current Foreign | 1,017 | 2,910 | -61 |
Total current | 1,445 | 3,307 | 510 |
Deferred: | |||
Federal | 29 | 134 | |
State | -10 | 47 | |
Foreign | -389 | 227 | 784 |
Total deferred | -370 | 408 | 784 |
Income tax expense (benefit) | 1,075 | 3,715 | 1,294 |
Reconciliation of the income tax provision | |||
Federal income tax rate (as a percent) | 35.00% | 35.00% | 35.00% |
Computed expected tax expense (benefit) | -30,415 | -22,121 | -34,849 |
Nondeductible expenses | 10,690 | 7,216 | 5,194 |
Tax rate differential on foreign earnings | 5,733 | 2,993 | -717 |
Basis difference on sale | -6,457 | ||
Tax credits | -8,286 | -35,604 | |
Other | -1,121 | 82 | -1,442 |
Change in valuation allowance | 24,474 | 57,606 | 33,108 |
Income tax expense (benefit) | 1,075 | 3,715 | 1,294 |
Tax benefit related to exclusion of VETC associated with 2013 fuel sales | 8,221 | 7,068 | |
Tax benefit related to exclusion of VETC associated with 2006 to 2012 fuel sales | 27,497 | ||
Deferred tax assets: | |||
Accrued expenses | 4,834 | 3,367 | |
Sales-type leases | 908 | 997 | |
Alternative minimum tax and general business credits | 4,966 | 4,903 | |
Derivative loss | 527 | 1,161 | |
Stock option expense | 21,741 | 20,832 | |
Other | 2,596 | 4,693 | |
Loss carryforwards | 147,706 | 126,563 | |
Total deferred tax assets | 183,278 | 162,516 | |
Less valuation allowance | -160,436 | -136,969 | |
Net deferred tax assets | 22,842 | 25,547 | |
Deferred tax liabilities: | |||
Depreciation and amortization | -20,028 | -21,800 | |
Goodwill | 3,864 | 1,626 | |
Partnership income | -3,540 | ||
Total deferred tax liabilities | -23,892 | -26,966 | |
Net deferred tax liabilities | ($1,050) | ($1,419) |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Federal | |
Income Taxes | |
Operating loss carryforwards | $369,332 |
Federal | General | |
Income Taxes | |
Tax credit carryforwards | 4,750 |
State | |
Income Taxes | |
Operating loss carryforwards | 284,828 |
Foreign | |
Income Taxes | |
Operating loss carryforwards | $50,334 |
Income_Taxes_Details_3
Income Taxes (Details 3) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Valuation allowance | |||
Valuation allowance | $160,436 | $136,969 | |
Net change in valuation allowance. | 23,468 | 55,711 | |
Undistributed earnings of non-U.S. subsidiaries | 3,327 | ||
Unrecognized tax benefits, which if recognized, would primarily affect the effective tax rate | 692 | ||
Unrecognized tax benefits, which if recognized, would increase the net operating loss carryforwards | 21,282 | ||
Reconciliation of the total amounts of unrecognized tax benefits | |||
Unrecognized tax benefit at the beginning of the period | 17,398 | 515 | |
Gross increases-tax positions in current year | 4,722 | 16,685 | |
Gross increases-tax positions in prior years | -146 | 198 | |
Unrecognized tax benefit at the end of the period | 21,974 | 17,398 | 515 |
Additional information on income tax | |||
Interest accrued | $120 | $75 | $21 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Fiscal year: | |||
2015 | $10,343 | ||
2016 | 9,124 | ||
2017 | 7,492 | ||
2018 | 5,348 | ||
2019 | 5,153 | ||
Thereafter | 21,958 | ||
Total future minimum lease payments | 59,418 | ||
Rent expense | $10,140 | $10,504 | $7,737 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details 2) (LNG sales agreement, DGS, USD $) | 1 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Oct. 31, 2007 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 01, 2014 |
LNG sales agreement | DGS | |||||
Long-Term Take-or-pay Contracts | |||||
Purchase period | 10 years | ||||
Number of gallons of LNG per day | 45,000 | 65,000 | |||
Amount paid under the contract | $14,267 | $11,404 | $8,153 | ||
Fixed commitments under the contract payable in future | |||||
2015 | 7,974 | ||||
2016 | 4,628 | ||||
2017 | $3,857 |
Geographic_Information_Details
Geographic Information (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Geographic Information | |||
Total revenue | $428,940 | $352,475 | $334,008 |
Total operating income (loss) | -54,364 | -51,691 | -70,522 |
Total long-lived assets | 674,866 | 656,172 | 605,905 |
United States | |||
Geographic Information | |||
Total revenue | 360,881 | 292,250 | 286,125 |
Total operating income (loss) | -41,543 | -44,797 | -69,030 |
Total long-lived assets | 582,028 | 544,638 | 480,067 |
Canada | |||
Geographic Information | |||
Total revenue | 16,241 | 13,922 | 8,364 |
Total operating income (loss) | -3,087 | -1,594 | -188 |
Total long-lived assets | 85,984 | 103,997 | 122,291 |
Other | |||
Geographic Information | |||
Total revenue | 51,818 | 46,303 | 39,519 |
Total operating income (loss) | -9,734 | -5,300 | -1,304 |
Total long-lived assets | $6,854 | $7,537 | $3,547 |
401k_Plan_Details
401(k) Plan (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
401(k) Plan | |||
Maximum percentage of base pay that can be contributed by employees through salary deferrals | 90.00% | ||
Contribution by the company | $1,040 | $1,448 | $1,289 |
Supplier_Concentrations_Detail
Supplier Concentrations (Details) (Natural gas expense, Supplier concentration) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Williams Gas Processing Company | |||
Supplier Concentrations | |||
Concentration risk (as a percent) | 4.00% | 3.00% | 8.00% |
Shell Energy | |||
Supplier Concentrations | |||
Concentration risk (as a percent) | 17.00% | 22.00% | 31.00% |
SoCal Gas Company And San Diego Gas And Electric | |||
Supplier Concentrations | |||
Concentration risk (as a percent) | 3.00% | 7.00% | 16.00% |
BP Energy | |||
Supplier Concentrations | |||
Concentration risk (as a percent) | 24.00% |
Capitalized_Lease_Obligation_a2
Capitalized Lease Obligation and Receivables (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Capitalized Lease Obligation and Receivables | ||
Weighted average interest rate (as a percent) | 15.02% | |
Future payments under these capital leases | ||
2015 | $1,006 | |
2016 | 644 | |
2017 | 686 | |
2018 | 365 | |
2019 | 357 | |
Thereafter | 938 | |
Total minimum lease payments | 3,996 | |
Less amount representing interest | -1,304 | |
Present value of future minimum lease payments | 2,692 | |
Less current portion | -700 | |
Capital lease obligations, less current portion | 1,992 | |
Value of the equipment under capital lease | 4,898 | 6,802 |
Accumulated amortization | $1,936 | $4,185 |
Capitalized_Lease_Obligation_a3
Capitalized Lease Obligation and Receivables (Details 2) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Capitalized Lease Obligation and Receivables | |
Sales-type leases interest rate (as a percent) | 4.37% |
Future receipts under the leases | |
2015 | $487 |
2016 | 395 |
2017 | 194 |
2018 | 65 |
Total | 1,141 |
Less amount representing interest | -70 |
Present value of future minimum lease receipts | $1,071 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (Fair value measured on recurring basis, USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value Measurements | ||
Estimated remaining life of Series I warrants | 1 year 3 months 29 days | |
Liabilities: | ||
Contingent consideration obligation | $384 | |
Minimum | ||
Fair Value Measurements | ||
Term of traded options | 3 months | |
Maximum | ||
Fair Value Measurements | ||
Term of traded options | 9 months | |
Certificates of deposit | ||
Assets: | ||
Available-for-sale securities | 35,355 | 35,621 |
Municipal bonds and notes | ||
Assets: | ||
Available-for-sale securities | 38,652 | 59,795 |
Corporate bonds | ||
Assets: | ||
Available-for-sale securities | 45,233 | 42,824 |
Zero coupon bonds | ||
Assets: | ||
Available-for-sale securities | 3,306 | |
Series I Warrants | ||
Liabilities: | ||
Derivative liability | 1,416 | 7,164 |
Level 2 | Certificates of deposit | ||
Assets: | ||
Available-for-sale securities | 35,355 | 35,621 |
Level 2 | Municipal bonds and notes | ||
Assets: | ||
Available-for-sale securities | 38,652 | 59,795 |
Level 2 | Corporate bonds | ||
Assets: | ||
Available-for-sale securities | 45,233 | 42,824 |
Level 2 | Zero coupon bonds | ||
Assets: | ||
Available-for-sale securities | 3,306 | |
Level 3 | ||
Liabilities: | ||
Contingent consideration obligation | 384 | |
Level 3 | Series I Warrants | ||
Liabilities: | ||
Derivative liability | $1,416 | $7,164 |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details 2) (USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2012 | Dec. 31, 2013 |
Other disclosures | |||
Impairment of long-lived assets | $4,772 | ||
VPG | |||
Other disclosures | |||
Impairment of long-lived assets | 4,772 | ||
Contingent Consideration Liabilities | |||
Reconciliation of the beginning and ending balances of items measured at fair value using significant unobservable inputs (Level 3) | |||
Beginning Balance | 384 | 1,516 | |
Gain included in earnings | -208 | -1,132 | |
Payments | -176 | ||
Ending Balance | 384 | ||
Series I Warrant Liabilities | |||
Reconciliation of the beginning and ending balances of items measured at fair value using significant unobservable inputs (Level 3) | |||
Beginning Balance | 7,164 | 8,102 | |
Gain included in earnings | -5,748 | -938 | |
Ending Balance | $1,416 | $7,164 |
Fair_Value_Measurements_Detail2
Fair Value Measurements (Details 3) (Level 3, Series I Warrant Liabilities, Black-Scholes Model, USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Unobservable Input | |
Current market price of the Company's common stock (in dollars per share) | $5 |
Exercise price of the warrant (in dollars per share) | $12.68 |
Dividend yield (as a percent) | 0.00% |
Remaining term of the warrant | 1 year 3 months 29 days |
Minimum | |
Unobservable Input | |
Implied volatility of the Company's common stock (as a percent) | 85.00% |
Maximum | |
Unobservable Input | |
Implied volatility of the Company's common stock (as a percent) | 85.90% |
Simple average | |
Unobservable Input | |
Discount rate (as a percent) | 0.46% |
Schedule_II_Valuation_and_Qual1
Schedule II: Valuation and Qualifying Accounts (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Allowances for Doubtful Trade Receivables | |||
Movement in valuation and qualifying accounts | |||
Balance at the beginning of the period | $832 | $905 | $712 |
Charges (benefit) to operations | 387 | 454 | 435 |
Deductions | -467 | -527 | -242 |
Balance at the end of the period | 752 | 832 | 905 |
Allowance for Doubtful Notes Receivables | |||
Movement in valuation and qualifying accounts | |||
Balance at the beginning of the period | 2,416 | 909 | 20 |
Charges (benefit) to operations | 890 | 1,507 | 924 |
Deductions | -456 | -35 | |
Balance at the end of the period | $2,850 | $2,416 | $909 |