Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 01, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | Clean Energy Fuels Corp. | |
Entity Central Index Key | 1,368,265 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 105,397,670 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 87,239 | $ 43,724 |
Restricted cash | 8,775 | 4,240 |
Short-term investments | 75,696 | 102,944 |
Accounts receivable, net of allowance for doubtful accounts of $1,895 and $2,038 as of December 31, 2015 and March 31, 2016, respectively | 71,898 | 73,645 |
Other receivables | 26,045 | 60,667 |
Inventory | 30,037 | 29,289 |
Prepaid expenses and other current assets | 14,194 | 14,657 |
Total current assets | 313,884 | 329,166 |
Land, property and equipment, net | 505,940 | 516,324 |
Notes receivable and other long-term assets, net | 17,415 | 14,732 |
Investments in other entities | 5,621 | 5,695 |
Goodwill | 94,207 | 91,967 |
Intangible assets, net | 43,579 | 42,644 |
Total assets | 980,646 | 1,000,528 |
Current liabilities: | ||
Current portion of debt and capital lease obligations | 139,991 | 149,856 |
Accounts payable | 21,717 | 26,906 |
Accrued liabilities | 55,828 | 59,082 |
Deferred revenue | 9,325 | 10,549 |
Total current liabilities | 226,861 | 246,393 |
Long-term portion of debt and capital lease obligations | 319,495 | 352,294 |
Long-term debt, related party | 65,000 | 65,000 |
Other long-term liabilities | 8,077 | 7,896 |
Total liabilities | $ 619,433 | $ 671,583 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value. Authorized 1,000,000 shares; issued and outstanding no shares | $ 0 | $ 0 |
Common stock, $0.0001 par value. Authorized 224,000,000 shares; issued and outstanding 92,382,717 shares and 100,237,328 shares at December 31, 2015 and March 31, 2016, respectively | 10 | 9 |
Additional paid-in capital | 938,990 | 915,199 |
Accumulated deficit | (588,855) | (591,683) |
Accumulated other comprehensive loss | (15,026) | (20,973) |
Total Clean Energy Fuels Corp. stockholders’ equity | 335,119 | 302,552 |
Noncontrolling interest in subsidiary | 26,094 | 26,393 |
Total stockholders’ equity | 361,213 | 328,945 |
Total liabilities and stockholders’ equity | $ 980,646 | $ 1,000,528 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 2,038 | $ 1,985 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
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) | $ 0.0001 | $ 0.0001 |
Common stock, authorized shares | 224,000,000 | 224,000,000 |
Common stock, issued shares | 100,237,328 | 92,382,717 |
Common stock, outstanding shares | 100,237,328 | 92,382,717 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenue: | ||
Product revenues | $ 83,992 | $ 69,297 |
Service revenues | 11,790 | 16,551 |
Total revenues | 95,782 | 85,848 |
Cost of sales (exclusive of depreciation and amortization shown separately below): | ||
Product cost of sales | 53,371 | 55,379 |
Service cost of sales | 5,884 | 9,354 |
Loss (gain) from change in fair value of derivative warrants | 2 | (883) |
Selling, general and administrative | 25,593 | 30,233 |
Depreciation and amortization | 14,961 | 12,886 |
Total operating expenses | 99,811 | 106,969 |
Operating income (loss) | (4,029) | (21,121) |
Gain from extinguishment of debt | (15,923) | 0 |
Interest expense, net | (9,160) | (9,895) |
Other income (expense), net | 250 | 547 |
Loss from equity method investments | (74) | (204) |
Income (loss) before income taxes | 2,910 | (30,673) |
Income tax (expense) benefit | (381) | (854) |
Net income (loss) | 2,529 | (31,527) |
Loss from noncontrolling interest | 299 | 380 |
Net income (loss) attributable to Clean Energy Fuels Corp. | $ 2,828 | $ (31,147) |
Income (loss) per share attributable to Clean Energy Fuels Corp.: | ||
Basic (in dollars per share) | $ 0.03 | $ (0.34) |
Diluted (in dollars per share) | $ 0.03 | $ (0.34) |
Weighted-average common shares outstanding: | ||
Basic (in shares) | 97,178,768 | 91,317,053 |
Diluted weighted average number of common shares outstanding | 99,821,844 | 91,317,053 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Net income (loss) | $ 2,529 | $ (31,527) |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation adjustments, net of $0 tax in 2015 and 2016 | 6,515 | (5,681) |
Foreign currency adjustments on intra-entity long-term investments, net of $0 tax in 2015 and 2016 | (635) | (3,311) |
Unrealized losses on available-for-sale securities, net of $0 tax in 2015 and 2016 | 67 | 16 |
Total other comprehensive income (loss), net of tax | 5,947 | (8,976) |
Comprehensive loss | 8,476 | (40,503) |
Clean Energy Fuels Corp. | ||
Net income (loss) | 2,828 | (31,147) |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation adjustments, net of $0 tax in 2015 and 2016 | 6,515 | (5,681) |
Foreign currency adjustments on intra-entity long-term investments, net of $0 tax in 2015 and 2016 | (635) | (3,311) |
Unrealized losses on available-for-sale securities, net of $0 tax in 2015 and 2016 | 67 | 16 |
Total other comprehensive income (loss), net of tax | 5,947 | (8,976) |
Comprehensive loss | 8,775 | (40,123) |
Noncontrolling Interest | ||
Net income (loss) | (299) | (380) |
Other comprehensive income (loss), net of tax: | ||
Comprehensive loss | $ (299) | $ (380) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Foreign currency translation adjustments, tax | $ 0 | $ 0 |
Foreign currency adjustments on intra-entity long-term investments, tax | 0 | 0 |
Unrealized (losses) gains on available-for-sale securities, tax | $ 0 | $ 0 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 2,529 | $ (31,527) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 14,961 | 12,886 |
Provision for doubtful accounts, notes and inventory | 665 | 110 |
Stock-based compensation expense | 2,419 | 2,690 |
Gain from extinguishment of debt | (15,923) | 0 |
Amortization of debt issuance cost | 467 | 760 |
Changes in operating assets and liabilities, net of assets and liabilities acquired and disposed of: | ||
Accounts and other receivables | 35,935 | 35,565 |
Inventory | (748) | 1,880 |
Prepaid expenses and other assets | (794) | 4,541 |
Restricted cash | 5,122 | 0 |
Accounts payable | (3,483) | (2,976) |
Accrued expenses and other | (4,139) | (3,073) |
Net cash used provided by (used in) operating activities | 26,767 | 20,856 |
Cash flows from investing activities: | ||
Purchases of short-term investments | (39,783) | (38,416) |
Maturities and sales of short-term investments | 66,894 | 47,006 |
Purchases and deposits on property and equipment | (5,246) | (12,506) |
Loans made to customers | (849) | (1,675) |
Payments on and proceeds from sales of loans receivable | 234 | 623 |
Restricted cash | 587 | 1,027 |
Net cash provided by (used in) investing activities | 21,837 | (3,941) |
Cash flows from financing activities: | ||
Issuances of common stock, net of taxes and fees paid | 21,372 | 334 |
Proceeds from debt instruments | 306 | 6 |
Proceeds from revolving line of credit | 50,003 | 23 |
Repayment of borrowing under revolving line of credit | (4) | (24) |
Repayment of capital lease obligations and debt instruments | (77,892) | (1,486) |
Net cash provided by (used in) financing activities | (6,215) | (1,147) |
Effect of exchange rates on cash and cash equivalents | 1,126 | (1,286) |
Effect of exchange rates on cash and cash equivalents | 43,515 | 14,482 |
Cash and cash equivalents, beginning of period | 43,724 | 92,381 |
Cash and cash equivalents, end of period | 87,239 | 106,863 |
Supplemental disclosure of cash flow information: | ||
Income taxes paid | 196 | 180 |
Interest paid, net of approximately $268 and $135 capitalized, respectively | $ 6,505 | $ 5,941 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Cash Flows [Abstract] | ||
Interest paid, capitalized | $ 0 | $ 268 |
General
General | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | General Nature of Business: Clean Energy Fuels Corp., together with its majority and wholly owned subsidiaries (hereinafter collectively referred to as the “Company,” unless the context or the use of the term indicates otherwise) is engaged in the business of selling natural gas fueling solutions to its customers, primarily in the United States and Canada. The Company's principal business is supplying compressed natural gas (“CNG”), liquefied natural gas (“LNG”) and renewable natural gas (“RNG”) for light, medium and heavy-duty vehicles and providing operation, repair and maintenance ("O&M") services for vehicle fleet customer stations. As a comprehensive solution provider, the Company also designs, builds, operates, services, repairs and maintains fueling stations, manufactures, sells and services non-lubricated natural gas fueling compressors and other equipment used in CNG stations and LNG stations, offers assessment, design and modification solutions to provide operators with code-compliant service and maintenance facilities for natural gas vehicle fleets, transports and sells CNG to large industrial and institutional energy users who do not have direct access to natural gas pipelines, processes and sells RNG, sells tradable credits generated by selling natural gas and RNG as a vehicle fuel, including credits generated under the California and the Oregon Low Carbon Fuel Standards (collectively, "LCFS Credits") and Renewable Identification Numbers ("RIN Credits" or "RINs") generated under the federal Renewable Fuel Standard Phase 2, helps its customers acquire and finance natural gas vehicles and obtains federal, state and local tax credits, grants and incentives. Basis of Presentation: The accompanying interim unaudited condensed 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, comprehensive loss and cash flows as of and for the three months ended March 31, 2015 and 2016 . All intercompany accounts and transactions have been eliminated in consolidation. The three month periods ended March 31, 2015 and 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016 or for any other interim period or for any future year. Certain information and disclosures normally included in the notes to the financial statements have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), but the resultant disclosures contained herein are in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) as they apply to interim reporting. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the year ended December 31, 2015 that are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 3, 2016. During the three months ended March 31, 2016, the Company adopted Accounting Standards Update (ASU) No. 2015-03, Interest - Imputation of Interest, which requires that debt issuance costs be presented in the balance sheet as a deduction from the carrying amount of the related liability, rather than as a deferred charge. The standard is required to be applied on a retrospective basis. As a result of applying the standard, unamortized debt issuance costs of $273 were reclassed from Prepaid expenses and other current assets to Current portion of long-term debt and capital lease obligations and $4,991 were reclassed from Notes receivable and other long-term assets to Long-term debt and capital lease obligations as of March 31, 2015. Use of Estimates: The preparation of condensed 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 condensed consolidated financial statements and revenues and expenses recorded during the reporting period. Actual results could differ from those estimates. Significant estimates made in preparing the condensed consolidated financial statements include (but are not limited to) those related to revenue recognition, goodwill and long-lived intangible asset valuations and impairment assessments, income tax valuations, and stock-based compensation expense. Revenue Recognition : Effective January 1, 2016, the Company implemented a cost tracking system that provides for a detailed tracking of costs incurred on its station construction projects on a project by project basis. As a result of implementing this tracking system, the Company is able to make reliable estimates as to the percentage that a project is complete at the end of each reporting period. Beginning January 1, 2016, the Company began using the percentage of completion method to recognize revenue for station construction projects using the cost-to-cost method. Under this method, the Company estimates the percentage of completion based on the costs incurred to date for each contract in comparison to the estimated total costs for such contract at completion. The Company historically recognized revenue on station construction projects using the completed-contract method because it did not have a reliable means to make estimates of the percentage of the contract completed. Under the completed contract method, the construction projects were considered substantially complete at the earlier of customer acceptance of the fueling station or the time when the fuel dispensing activities began. The sale of compressors and related equipment continue to be recognized under the percentage of completion method as in previous periods. Station construction contracts are generally short-term with an exception for larger more complex stations, which can take up to 24 months to complete. Management evaluates the performance of contracts on an individual contract basis. Contract price and cost estimates are reviewed periodically as work progresses and adjustments proportionate to the percentage of completion are reflected in contract revenues in the reporting period when such estimates are revised. The nature of accounting for contracts is such that refinements of the estimating process for changing conditions and new developments are continuous and characteristic of the process. Many factors can and do change during a contract performance period which can result in a change to contract profitability including differing site conditions, the availability of skilled contract labor, the performance of major suppliers and subcontractors, and unexpected changes in material costs. These factors may result in revision to costs and income and are recognized in the period in which the revisions become known. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses become known. During the three months ended March 31, 2016, there were no losses on open contracts. The Company considers unapproved change orders to be contract variations for which the customer has approved the change of scope but the associated price change has not yet been agreed upon. Change orders that are unapproved as to both price and scope are evaluated as claims. Warranty claims have historically been insignificant. There were no significant unapproved change orders, claims, contract penalties, settlements or changes in contract estimates during the three months ended March 31, 2016. As a result of using the percentage of completion method to recognize revenues, station construction project sales during the three months ended March 31, 2016 provided $9,393 in revenues, $1,100 in operating income, and $0.01 of income per diluted share amounts for such period that would otherwise not have been recognized during such period under the completed contract method. |
Investments in Other Entities a
Investments in Other Entities and Noncontrolling Interest in a Subsidiary | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisition and Divestitures | Mansfield On September 16, 2014, the Company formed a joint venture with Mansfield Ventures LLC (“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 $204 and $74 for the three months ended March 31, 2015 and March 31, 2016 , respectively, and has an investment balance of $ 4,695 and $4,621 at December 31, 2015 and March 31, 2016 , respectively. NG Advantage On October 14, 2014, the Company entered into a Common Unit Purchase Agreement (“UPA”) with NG Advantage, LLC (“NG Advantage”) for a 53.3% controlling interest in 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 .The results of NG Advantage’s operations have been included in the Company’s consolidated financial statements since October 14, 2014. The Company reported a loss from this noncontrolling interest of $380 and $299 for the three months ended March 31, 2015 and March 31, 2016, respectively. The noncontrolling interest was $26,393 and $26,094 at December 31, 2015 and March 31, 2016, respectively. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 3 Months Ended |
Mar. 31, 2016 | |
Cash and Cash Equivalents [Abstract] | |
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. 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, CDIC and other foreign insurance limits were approximately $40,691 and $84,841 as of December 31, 2015 and March 31, 2016 , respectively. |
Restricted Cash
Restricted Cash | 3 Months Ended |
Mar. 31, 2016 | |
Restricted Cash. | |
Restricted Cash | 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, 2015 and March 31, 2016 : December 31, March 31, Short-term restricted cash: Standby letters of credit $ 1,631 $ 6,753 Canton Bonds (see Note 10) 2,609 2,022 Total short-term restricted cash $ 4,240 $ 8,775 |
Investments
Investments | 3 Months Ended |
Mar. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Available-for-sale investments are carried at fair value, inclusive of unrealized gains and losses. 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 March 31, 2016 , the Company believes its carrying values for its available-for-sale investments are properly recorded. Short-term investments as of December 31, 2015 are summarized as follows: Amortized Cost Gross Unrealized Losses Estimated Fair Value Municipal bonds & notes $ 16,797 $ (7 ) $ 16,790 Zero coupon bonds 500 (1 ) 499 Corporate bonds 37,181 (77 ) 37,104 Certificate of deposits 48,551 — 48,551 $ 103,029 $ (85 ) $ 102,944 Short-term investments as of March 31, 2016 are summarized as follows: Amortized Cost Gross Unrealized Losses Estimated Fair Value Municipal bonds & notes $ 11,558 $ (9 ) $ 11,549 Zero coupon bonds 1,000 — 1,000 U.S. government agencies 5,000 2 $ 5,002 Corporate bonds 9,548 (3 ) 9,545 Certificate of deposits 48,600 — 48,600 $ 75,706 $ (10 ) $ 75,696 |
Other Receivables
Other Receivables | 3 Months Ended |
Mar. 31, 2016 | |
Receivables [Abstract] | |
Other Receivables | Other Receivables Other receivables at December 31, 2015 and March 31, 2016 consisted of the following: December 31, March 31, Loans to customers to finance vehicle purchases $ 10,531 $ 9,532 Accrued customer billings 7,106 7,610 Fuel tax and carbon credits 40,730 6,173 Other 2,300 2,730 $ 60,667 $ 26,045 |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventory Inventory consists of raw materials and spare parts, 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, 2015 and March 31, 2016 : December 31, March 31, Raw materials and spare parts $ 25,113 $ 26,127 Work in process 973 2,742 Finished goods 3,203 1,168 $ 29,289 $ 30,037 |
Land, Property and Equipment
Land, Property and Equipment | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Land, Property and Equipment | Land, Property and Equipment Land, property and equipment at December 31, 2015 and March 31, 2016 are summarized as follows: December 31, March 31, Land $ 2,858 $ 2,858 LNG liquefaction plants 94,634 94,634 RNG plants 46,397 46,397 Station equipment 316,258 317,387 Trailers 50,414 50,414 Other equipment 83,687 86,739 Construction in progress 139,586 139,099 733,834 737,528 Less: accumulated depreciation (217,510 ) (231,588 ) $ 516,324 $ 505,940 Included in land, property and equipment are capitalized software costs of $22,886 and $23,384 as of December 31, 2015 and March 31, 2016 , respectively. The accumulated amortization on the capitalized software costs is $13,793 and $14,731 as of December 31, 2015 and March 31, 2016 , respectively. The Company recorded $716 and $938 of amortization expense related to the capitalized software costs during the three months ended March 31, 2015 and March 31, 2016 , respectively. As of March 31, 2015 and March 31, 2016 , $13,771 and $6,077 , respectively, are included in accounts payable and accrued liabilities balances, which amounts are related to purchases of property and equipment. These amounts are excluded from the condensed consolidated statements of cash flows as they are non-cash investing activities. |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities at December 31, 2015 and March 31, 2016 consisted of the following: December 31, March 31, Salaries and wages $ 9,537 $ 5,328 Accrued gas and equipment purchases 14,133 10,716 Accrued property and other taxes 5,344 4,038 Accrued professional fees 1,105 874 Accrued employee benefits 3,042 3,242 Accrued warranty liability 1,826 1,791 Accrued interest 3,718 5,995 Other 20,377 23,844 $ 59,082 $ 55,828 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | ebt Debt and capital lease obligations at December 31, 2015 and March 31, 2016 consisted of the following and are further discussed below: December 31, Principal Balances Unamortized Debt Financing Costs Balance, Net of Financing Costs 7.5% Notes(1) $ 150,000 399 149,601 SLG Notes 145,000 38 144,962 5.25% Notes 250,000 3,985 246,015 Canton Bonds 10,910 514 10,396 Capital lease obligations 6,448 — 6,448 Other debt 10,056 328 9,728 Total debt and capital lease obligations 572,414 5,264 567,150 Less amounts due within one year (150,129 ) (273 ) (149,856 ) Total long-term debt and capital lease obligations $ 422,285 $ 4,991 $ 417,294 March 31, Principal Balances Unamortized Debt Financing Costs Balance Net of Financing Costs 7.5% Notes(1) 150,000 367 $ 149,633 SLG Notes 85,000 14 84,986 5.25% Notes 217,500 3,129 214,371 PlainsCapital Bank Credit Facility 50,000 — 50,000 Canton Bonds 10,221 487 9,734 Capital lease obligations 6,437 — 6,437 Other debt 9,613 307 9,306 Total debt and capital lease obligations 528,771 4,304 524,467 Less amounts due within one year (139,748 ) (243 ) (139,991 ) Total long-term debt and capital lease obligations $ 389,023 $ 4,061 384,476 (1) Included in the 7.5% Notes is $ 65,000 in principal amount held by T. Boone Pickens, which are classified as “Long-term debt, related party” on the condensed consolidated balance sheet. See below for additional information. 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 over a three -year period, 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 new 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 canceled 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 any 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 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 original issuance date and the Company may repay each 7.5% Note in shares of its common stock or cash. All of the shares issuable upon conversion 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. No events of default under the 7.5% Notes had occurred as of March 31, 2016 . On August 27, 2013, Green Energy Investment Holdings, LLC transferred $5,000 in principal amount of its 7.5% Notes to certain third parties. As a result of the foregoing transactions, (i) Boone 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 at the 7.5% Notes Conversion Price, (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 the 7.5% Notes Conversion Price, and (iii) other third parties hold 7.5% Notes in the aggregate principal amount of $5,000 , which 7.5% Notes are convertible into approximately 316,456 shares of the Company's common stock at the 7.5% Notes Conversion Price. 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 promissory 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 in 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 the option of each Purchaser 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, 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 conversion 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 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 SLG Notes to become, or to be declared, due and payable. No events of default under the SLG Notes had occurred as of March 31, 2016 . 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. On March 1, 2016, the Company repaid $60,000 in cash of the $145,000 outstanding principal amount and $1,812 in cash of accrued interest of the SLG Notes. 5.25% Notes In September 2013, the Company completed a private offering of $250,000 in principal amount 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 calculated in accordance with 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 the Company’s 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 under the 5.25% Notes had occurred as of March 31, 2016 . 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. On February 18, 2016, the Company paid $16,761 in cash to repurchase and retire $32,500 in principal amount of the 5.25% Notes, together with accrued and unpaid interest thereon, resulting in a $15,923 gain, net of related deferred financing costs. Subsequent to March 31, 2016, on April 6, 2016, the Company repurchased and retired an additional $6,500 in principal amount of the 5.25% Notes, together with accrued and unpaid interest thereon, with $3,926 in cash, and on April 19, 2016, the Company entered into a privately negotiated exchange agreement with certain holders (the “Holders”) of the 5.25% Notes. Under the exchange agreement, the Holders agreed to exchange an aggregate principal amount of $25,000 of 5.25% Notes and accrued but unpaid interest in exchange for shares of the Company’s common stock (the “Shares”). Upon the consummation of all of the transactions contemplated by the exchange agreement, which occurred on May 4, 2016, the Company issued 6,265,829 shares to the Holders. Immediately following the exchange of the Notes contemplated by the exchange agreement, $186,000 in aggregate principal amount of the 5.25% Notes remained outstanding. PlainsCapital Bank Credit Facility On February 29, 2016, the Company entered into a Loan and Security Agreement (“LSA”) with PlainsCapital Bank (“Plains”), pursuant to which Plains agreed to lend the Company up to $50,000 on a revolving basis from time to time for a term of one year (the “Credit Facility”). All amounts advanced under the Credit Facility are due and payable on February 28, 2017. Simultaneously, the Company drew down $50,000 under this Credit Facility. The Credit Facility is evidenced by a promissory note the Company issued on February 29, 2016 in favor of Plains (the “Plains Note”). Interest on the Plains Note is payable monthly and accrues at a rate equal to the greater of (i) the then-current LIBOR rate plus 2.30% or (ii) 2.70% . As collateral security for the prompt payment in full when due of our obligations to Plains under the LSA and the Plains Note, the Company pledged to and granted Plains a security interest in all of its right, title and interest in the cash and corporate and municipal bonds rated AAA, AA or A by Standard & Poor’s Rating Services that the Company holds in an account at Plains. In connection with such pledge and security interest granted under the Credit Facility, on February 29, 2016, the Company entered into a Pledged Account Agreement with Plains and PlainsCapital Bank - Wealth Management and Trust (the “Pledge Agreement” and collectively with the LSA and the Plains Note, the “Plains Loan Documents”).The Plains Loan Documents include certain covenants and also provide for customary events of default, which, if any of them occurs, would permit or require, among other things, the principal of, and accrued interest on, the Credit Facility to become, or to be declared, due and payable. Events of default under the Plains Loan Documents include, among others, the occurrence of certain bankruptcy events, the failure to make payments when due under the Plains Note and the transfer or disposal of the collateral under the LSA. No events of default under the Plains Loan Documents had occurred as of March 31, 2016 . 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 “Canton Bonds”). The Canton Bonds were issued by the Michigan Strategic Fund (the “Issuer”) and the proceeds of such issuance were loaned by the Issuer to Canton pursuant to a loan agreement that became effective on March 19, 2014 (the “Loan Agreement”). The Canton 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 Canton Bond repayments will be amortized through July 1, 2022, the average coupon interest rate on the Canton Bonds is 6.6% , and all but $1,000 of the principal amount of the Canton Bonds is non-recourse to Canton’s parent companies, including the Company. Canton used the Canton 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 Canton 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 Canton Bonds that was entered into 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. No events of default under the Loan Agreement had occurred as of March 31, 2016 . Other Debt The Company has other debt due at various dates through 2020 bearing interest at rates up to 20.91% and with a weighted average interest rate of 6.35% and 6.65% as of December 31, 2015 and March 31, 2016 , respectively. December 2015 Termination of GE Credit Agreement On November 7, 2012, the Company, through two wholly owned subsidiaries (the “Borrowers”), entered into a credit agreement (as amended, the “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”). Concurrently with the execution of the Credit Agreement, the Company issued to GE a warrant to purchase up to 5,000,000 shares of its common stock at a price of $0.01 per share (the "GE Warrant"). See Note 11 for further information. On December 31, 2015, the Company terminated the Credit Agreement and related documents except for the GE Warrant, which remains outstanding, although 4,000,000 shares subject to the GE Warrant will not vest and will not become exercisable. No amounts had been borrowed by the Borrowers under the Credit Agreement as of its termination. As a result of the termination of the Credit Agreement, all related unamortized deferred financing costs that were to be amortized to interest expense in future periods have been eliminated from the balance sheet and a non-cash charge totaling $54.9 million was recorded in interest expense in the fourth quarter of 2015. The Credit Agreement included a commitment fee on the unutilized loan amounts of 0.5% per annum, which was $250 for the three months ended March 31, 2015 and was charged to interest expense in the consolidated statement of operations. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | et Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (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 each period. Diluted net income (loss) per share is computed by dividing the net income (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 income (loss) per share if their effect would be antidilutive. On December 31, 2015, the Company terminated the GE Credit Agreement and as a result, 4,000,000 shares of the 5,000,000 shares subject to the GE Warrant will not vest and will not become exercisable. The remaining 1,000,000 shares of common stock issuable upon exercise of the GE Warrant are included in the basic and diluted net income (loss) per share calculations, as 500,000 shares were exercisable as of the execution of the GE Credit Agreement and an additional 500,000 shares issuable upon exercise of the GE Warrant became exercisable on December 31, 2014. See Note 10 for further information. The information required to compute basic and diluted net income (loss) per share is as follows: Three Months Ended 2015 2016 Basic weighted average number of common shares outstanding 91,317,053 97,178,768 Dilutive effect of potential common shares from restricted stock units (1) — 2,643,076 Diluted weighted average number of common shares outstanding 91,317,053 99,821,844 (1) The Company recorded a net loss for the three months ended March 31, 2015 and therefore all potentially dilutive securities were excluded because their effect would have been antidilutive. The following potentially dilutive securities have been excluded from the diluted net income (loss) per share calculations because their effect would have been antidilutive. While such securities were antidilutive for the respective periods, they could be dilutive in the future. Three Months Ended March 31, 2015 2016 Options 11,172,586 11,740,308 Warrants 6,130,682 3,130,682 Convertible Notes 35,185,979 29,102,645 Restricted Stock Units 2,968,752 — |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The following table summarizes the compensation expense and related income tax benefit related to the Company's stock-based compensation arrangements recognized in the condensed consolidated statements of operations during the periods: Three Months Ended 2015 2016 Stock-based compensation expense $ 2,690 $ 2,419 Stock-based compensation expense, net of $0 tax in 2015 and 2016 $ 2,690 $ 2,419 As of March 31, 2016 , there was $14,005 of total unrecognized compensation cost related to non-vested shares underlying outstanding stock options and restricted stock units, which is expected to be expensed over a weighted-average period of approximately 2.1 years. |
Environmental Matters, Litigati
Environmental Matters, Litigation, Claims, Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Environmental Matters, Litigation, Claims, Commitments and Contingencies | Environmental Matters, Litigation, Claims, Commitments and Contingencies 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 that 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. 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. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s income tax (expense) benefit for the three months ended March 31, 2015 and March 31, 2016 was $ (854) and $(381) , respectively. Tax expense for all periods was comprised of taxes due on the Company’s U.S. and foreign operations. The decrease in the Company’s income tax provision for the three months ended March 31, 2016 as compared to the tax provision for the three months ended March 31, 2015 was primarily attributed to a decrease in the earnings of foreign subsidiaries. The effective tax rate for the three months ended March 31, 2015 and 2016 are different from the federal statutory tax rate primarily as a result of losses for which no tax benefit has been recognized. The Company did not record a change in its liability for unrecognized tax benefits or penalties in the three months ended March 31, 2015 or March 31, 2016 , and the net interest incurred was immaterial for such periods. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | air 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. As of March 31, 2016 , the Company’s financial instruments consisted of available-for-sale securities, debt instruments, and liability-classified warrants (which include Series I Warrants). The Company’s available-for-sale securities are classified within Level 2 because they are valued using the most recent quoted prices for identical assets in markets that are not active and quoted prices for similar assets in active markets. The liability-classified warrants are classified within Level 3 because the Company uses the Black-Scholes model to estimate the fair value based on inputs that are not observable in any market. The fair value of the Company's debt instruments approximated their carrying values at December 31, 2015. As of March 31, 2016, the fair value of the Company's debt instruments approximated their carrying values, with the exception of the 5.25% Notes, for which the fair value was approximately $208,500 based on activity relating to such notes in April and May of 2016. See Note 10 for further information. 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, 2015 and March 31, 2016 , respectively: Description Balance at Level 1 Level 2 Level 3 Assets: Available-for-sale securities(1): Certificate of deposits $ 48,551 $ — $ 48,551 $ — Municipal bonds and notes 16,790 — 16,790 — Zero coupon bonds 499 — 499 — Corporate bonds 37,104 — 37,104 — Liabilities: Warrants(2) 632 — — 632 Description Balance at Level 1 Level 2 Level 3 Assets: Available-for-sale securities(1): Certificate of deposits 48,600 $ — 48,600 $ — Municipal bonds and notes 11,549 — 11,549 — Zero coupon bonds 1,000 — 1,000 — U.S government agencies 5,002 5,002 Corporate bonds 9,545 — 9,545 — Liabilities: Warrants(2) 605 — — 605 (1) Included in short-term investments in the condensed consolidated balance sheets. See Note 5 for further information. (2) Included in accrued liabilities and other long-term liabilities in the condensed consolidated balance sheets. Non-Financial Assets No impairments of long-lived assets measured at fair value on a non-recurring basis have been incurred during the three months ended March 31, 2015 and 2016 . The Company’s use of these non-financial assets does not differ from their highest and best use as determined from the perspective of a market participant. |
Recently Adopted Accounting Cha
Recently Adopted Accounting Changes and Recently Issued Accounting Standards | 3 Months Ended |
Mar. 31, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recently Adopted Accounting Changes and Recently Issued Accounting Standards | Recently Adopted Accounting Changes and Recently Issued Accounting Standards In March 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-09, Compensation – Stock Compensation (Topic 718) . The pronouncement was issued to simplify the accounting for share-based payment transactions, including income tax consequences, the classification of awards as either equity or liabilities, and the classification on the statement of cash flows. This pronouncement is effective for reporting periods beginning after December 15, 2016. Early adoption is allowed in an interim or annual accounting period. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases . The new standard will require most leases to be recognized on the balance sheet which will increase reported assets and liabilities. Lessor accounting remains substantially similar to current guidance. The new standard is effective for annual and interim periods in fiscal years beginning after December 15, 2018, which for the Company is the first quarter of fiscal 2019 and mandates a modified retrospective transition method. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements and related disclosures. In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities . The new standard requires equity investments to be measured at fair value with changes in fair value recognized in net income, simplifies the impairment assessment of equity investments without readily determinable fair values, eliminates the requirement to disclose the methods and significant assumptions used to estimate fair value, requires use of the exit price notion when measuring fair value, requires separate presentation in certain financial statements, and requires an evaluation of the need for a valuation allowance on a deferred tax asset related to available-for-sale securities. The new standard is effective for fiscal years beginning after December 15, 2017, which for the Company is the first quarter of fiscal 2018. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements and related disclosures. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers , Deferral of the Effective Date” which defers the new revenue guidance ASU 2014-09 to be effective for annual reporting periods beginning after 15 December 2017, including interim reporting periods within that reporting period, which for the Company is the first quarter of fiscal 2018, using one of two prescribed retrospective methods. In May 2014, the FASB issued ASU No. 2014-9, 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 Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements and related disclosures. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements and related disclosures and has not yet selected a transition method. In August 2014, the FASB issued ASU No. 2014-15, to communicate amendments to FASB Accounting 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. |
Alternative Fuels Excise Tax Cr
Alternative Fuels Excise Tax Credit | 3 Months Ended |
Mar. 31, 2016 | |
Alternative Fuels Excise Tax Credit | |
Alternative Fuels Excise Tax Credit | Alternative Fuels Excise Tax Credit From October 1, 2006 through December 31, 2015, the Company was eligible to receive a federal alternative fuels 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. For 2016, the VETC credit is $0.50 per gasoline gallon equivalent of CNG and $0.50 per diesel gallon equivalent of LNG that is sold as a 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 condensed consolidated statements of operations, as the credits are fully refundable and do not need to offset income tax liabilities to be received. In December 2015, the VETC was extended through December 31, 2016 and made retroactive to January 1, 2015. As a result, VETC revenues for the 2015 calendar year, totaling $30,986 , were recognized in December 2015. The Company recognized $6,381 of VETC revenue during the three months ended March 31, 2016 . |
General (Policies)
General (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation: The accompanying interim unaudited condensed 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, comprehensive loss and cash flows as of and for the three months ended March 31, 2015 and 2016 . All intercompany accounts and transactions have been eliminated in consolidation. The three month periods ended March 31, 2015 and 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016 or for any other interim period or for any future year. Certain information and disclosures normally included in the notes to the financial statements have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), but the resultant disclosures contained herein are in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) as they apply to interim reporting. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the year ended December 31, 2015 that are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 3, 2016. |
Use of Estimates | Use of Estimates: The preparation of condensed 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 condensed consolidated financial statements and revenues and expenses recorded during the reporting period. Actual results could differ from those estimates. Significant estimates made in preparing the condensed consolidated financial statements include (but are not limited to) those related to revenue recognition, goodwill and long-lived intangible asset valuations and impairment assessments, income tax valuations, and stock-based compensation expense. |
Revenue Recognition | Revenue Recognition : Effective January 1, 2016, the Company implemented a cost tracking system that provides for a detailed tracking of costs incurred on its station construction projects on a project by project basis. As a result of implementing this tracking system, the Company is able to make reliable estimates as to the percentage that a project is complete at the end of each reporting period. Beginning January 1, 2016, the Company began using the percentage of completion method to recognize revenue for station construction projects using the cost-to-cost method. Under this method, the Company estimates the percentage of completion based on the costs incurred to date for each contract in comparison to the estimated total costs for such contract at completion. The Company historically recognized revenue on station construction projects using the completed-contract method because it did not have a reliable means to make estimates of the percentage of the contract completed. Under the completed contract method, the construction projects were considered substantially complete at the earlier of customer acceptance of the fueling station or the time when the fuel dispensing activities began. The sale of compressors and related equipment continue to be recognized under the percentage of completion method as in previous periods. Station construction contracts are generally short-term with an exception for larger more complex stations, which can take up to 24 months to complete. Management evaluates the performance of contracts on an individual contract basis. Contract price and cost estimates are reviewed periodically as work progresses and adjustments proportionate to the percentage of completion are reflected in contract revenues in the reporting period when such estimates are revised. The nature of accounting for contracts is such that refinements of the estimating process for changing conditions and new developments are continuous and characteristic of the process. Many factors can and do change during a contract performance period which can result in a change to contract profitability including differing site conditions, the availability of skilled contract labor, the performance of major suppliers and subcontractors, and unexpected changes in material costs. These factors may result in revision to costs and income and are recognized in the period in which the revisions become known. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses become known. During the three months ended March 31, 2016, there were no losses on open contracts. The Company considers unapproved change orders to be contract variations for which the customer has approved the change of scope but the associated price change has not yet been agreed upon. Change orders that are unapproved as to both price and scope are evaluated as claims. Warranty claims have historically been insignificant. There were no significant unapproved change orders, claims, contract penalties, settlements or changes in contract estimates during the three months ended March 31, 2016. As a result of using the percentage of completion method to recognize revenues, station construction project sales during the three months ended March 31, 2016 |
Recently Adopted Accounting Changes and Recently Issued Accounting Standards | Recently Adopted Accounting Changes and Recently Issued Accounting Standards In March 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-09, Compensation – Stock Compensation (Topic 718) . The pronouncement was issued to simplify the accounting for share-based payment transactions, including income tax consequences, the classification of awards as either equity or liabilities, and the classification on the statement of cash flows. This pronouncement is effective for reporting periods beginning after December 15, 2016. Early adoption is allowed in an interim or annual accounting period. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU No. 2016-02, Leases . The new standard will require most leases to be recognized on the balance sheet which will increase reported assets and liabilities. Lessor accounting remains substantially similar to current guidance. The new standard is effective for annual and interim periods in fiscal years beginning after December 15, 2018, which for the Company is the first quarter of fiscal 2019 and mandates a modified retrospective transition method. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements and related disclosures. In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities . The new standard requires equity investments to be measured at fair value with changes in fair value recognized in net income, simplifies the impairment assessment of equity investments without readily determinable fair values, eliminates the requirement to disclose the methods and significant assumptions used to estimate fair value, requires use of the exit price notion when measuring fair value, requires separate presentation in certain financial statements, and requires an evaluation of the need for a valuation allowance on a deferred tax asset related to available-for-sale securities. The new standard is effective for fiscal years beginning after December 15, 2017, which for the Company is the first quarter of fiscal 2018. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements and related disclosures. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers , Deferral of the Effective Date” which defers the new revenue guidance ASU 2014-09 to be effective for annual reporting periods beginning after 15 December 2017, including interim reporting periods within that reporting period, which for the Company is the first quarter of fiscal 2018, using one of two prescribed retrospective methods. In May 2014, the FASB issued ASU No. 2014-9, 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 Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements and related disclosures. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements and related disclosures and has not yet selected a transition method. In August 2014, the FASB issued ASU No. 2014-15, to communicate amendments to FASB Accounting 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. |
Restricted Cash (Tables)
Restricted Cash (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Restricted Cash. | |
Schedule of components of restricted cash | Restricted cash consisted of the following as of December 31, 2015 and March 31, 2016 : December 31, March 31, Short-term restricted cash: Standby letters of credit $ 1,631 $ 6,753 Canton Bonds (see Note 10) 2,609 2,022 Total short-term restricted cash $ 4,240 $ 8,775 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of short-term investments | Short-term investments as of December 31, 2015 are summarized as follows: Amortized Cost Gross Unrealized Losses Estimated Fair Value Municipal bonds & notes $ 16,797 $ (7 ) $ 16,790 Zero coupon bonds 500 (1 ) 499 Corporate bonds 37,181 (77 ) 37,104 Certificate of deposits 48,551 — 48,551 $ 103,029 $ (85 ) $ 102,944 Short-term investments as of March 31, 2016 are summarized as follows: Amortized Cost Gross Unrealized Losses Estimated Fair Value Municipal bonds & notes $ 11,558 $ (9 ) $ 11,549 Zero coupon bonds 1,000 — 1,000 U.S. government agencies 5,000 2 $ 5,002 Corporate bonds 9,548 (3 ) 9,545 Certificate of deposits 48,600 — 48,600 $ 75,706 $ (10 ) $ 75,696 |
Other Receivables (Tables)
Other Receivables (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Receivables [Abstract] | |
Schedule of other receivables | Other receivables at December 31, 2015 and March 31, 2016 consisted of the following: December 31, March 31, Loans to customers to finance vehicle purchases $ 10,531 $ 9,532 Accrued customer billings 7,106 7,610 Fuel tax and carbon credits 40,730 6,173 Other 2,300 2,730 $ 60,667 $ 26,045 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories consisted of the following as of December 31, 2015 and March 31, 2016 : December 31, March 31, Raw materials and spare parts $ 25,113 $ 26,127 Work in process 973 2,742 Finished goods 3,203 1,168 $ 29,289 $ 30,037 |
Land, Property and Equipment (T
Land, Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Summary of land, property and equipment | Land, property and equipment at December 31, 2015 and March 31, 2016 are summarized as follows: December 31, March 31, Land $ 2,858 $ 2,858 LNG liquefaction plants 94,634 94,634 RNG plants 46,397 46,397 Station equipment 316,258 317,387 Trailers 50,414 50,414 Other equipment 83,687 86,739 Construction in progress 139,586 139,099 733,834 737,528 Less: accumulated depreciation (217,510 ) (231,588 ) $ 516,324 $ 505,940 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Accrued liabilities at December 31, 2015 and March 31, 2016 consisted of the following: December 31, March 31, Salaries and wages $ 9,537 $ 5,328 Accrued gas and equipment purchases 14,133 10,716 Accrued property and other taxes 5,344 4,038 Accrued professional fees 1,105 874 Accrued employee benefits 3,042 3,242 Accrued warranty liability 1,826 1,791 Accrued interest 3,718 5,995 Other 20,377 23,844 $ 59,082 $ 55,828 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of debt and capital lease obligations | Debt and capital lease obligations at December 31, 2015 and March 31, 2016 consisted of the following and are further discussed below: December 31, Principal Balances Unamortized Debt Financing Costs Balance, Net of Financing Costs 7.5% Notes(1) $ 150,000 399 149,601 SLG Notes 145,000 38 144,962 5.25% Notes 250,000 3,985 246,015 Canton Bonds 10,910 514 10,396 Capital lease obligations 6,448 — 6,448 Other debt 10,056 328 9,728 Total debt and capital lease obligations 572,414 5,264 567,150 Less amounts due within one year (150,129 ) (273 ) (149,856 ) Total long-term debt and capital lease obligations $ 422,285 $ 4,991 $ 417,294 March 31, Principal Balances Unamortized Debt Financing Costs Balance Net of Financing Costs 7.5% Notes(1) 150,000 367 $ 149,633 SLG Notes 85,000 14 84,986 5.25% Notes 217,500 3,129 214,371 PlainsCapital Bank Credit Facility 50,000 — 50,000 Canton Bonds 10,221 487 9,734 Capital lease obligations 6,437 — 6,437 Other debt 9,613 307 9,306 Total debt and capital lease obligations 528,771 4,304 524,467 Less amounts due within one year (139,748 ) (243 ) (139,991 ) Total long-term debt and capital lease obligations $ 389,023 $ 4,061 384,476 (1) Included in the 7.5% Notes is $ 65,000 in principal amount held by T. Boone Pickens, which are classified as “Long-term debt, related party” on the condensed consolidated balance sheet. See below for additional information. |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of information required to compute basic and diluted earnings per share | The information required to compute basic and diluted net income (loss) per share is as follows: Three Months Ended 2015 2016 Basic weighted average number of common shares outstanding 91,317,053 97,178,768 Dilutive effect of potential common shares from restricted stock units (1) — 2,643,076 Diluted weighted average number of common shares outstanding 91,317,053 99,821,844 |
Schedule of potentially dilutive securities that have been excluded from the diluted net loss per share calculations because their effect would have been antidilutive | Three Months Ended March 31, 2015 2016 Options 11,172,586 11,740,308 Warrants 6,130,682 3,130,682 Convertible Notes 35,185,979 29,102,645 Restricted Stock Units 2,968,752 — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of compensation expense and related income tax benefit related to the stock-based compensation expense recognized | The following table summarizes the compensation expense and related income tax benefit related to the Company's stock-based compensation arrangements recognized in the condensed consolidated statements of operations during the periods: Three Months Ended 2015 2016 Stock-based compensation expense $ 2,690 $ 2,419 Stock-based compensation expense, net of $0 tax in 2015 and 2016 $ 2,690 $ 2,419 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of information by level for assets and liabilities that are measured at fair value on a recurring basis | 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, 2015 and March 31, 2016 , respectively: Description Balance at Level 1 Level 2 Level 3 Assets: Available-for-sale securities(1): Certificate of deposits $ 48,551 $ — $ 48,551 $ — Municipal bonds and notes 16,790 — 16,790 — Zero coupon bonds 499 — 499 — Corporate bonds 37,104 — 37,104 — Liabilities: Warrants(2) 632 — — 632 Description Balance at Level 1 Level 2 Level 3 Assets: Available-for-sale securities(1): Certificate of deposits 48,600 $ — 48,600 $ — Municipal bonds and notes 11,549 — 11,549 — Zero coupon bonds 1,000 — 1,000 — U.S government agencies 5,002 5,002 Corporate bonds 9,545 — 9,545 — Liabilities: Warrants(2) 605 — — 605 (1) Included in short-term investments in the condensed consolidated balance sheets. See Note 5 for further information. (2) Included in accrued liabilities and other long-term liabilities in the condensed consolidated balance sheets. |
General General (Details)
General General (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Construction contracts, term | 24 months | |
Debt issuance costs | $ 4,304 | $ 5,264 |
New Accounting Pronouncement, Early Adoption, Effect | Prepaid Expenses and Other Current Assets | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Debt issuance costs | (273) | |
New Accounting Pronouncement, Early Adoption, Effect | Notes Receivable and Other Long-Term Assets | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Debt issuance costs | (4,991) | |
New Accounting Pronouncement, Early Adoption, Effect | Current Portion of Long-Term Debt | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Debt issuance costs | 273 | |
New Accounting Pronouncement, Early Adoption, Effect | Long Term Debt and Capital Lease Obligations Excluding Related Parties | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Debt issuance costs | $ 4,991 | |
Percentage-of-Completion Method | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Effect of change in method on revenues | 9,393 | |
Effect of change in method on operating income | $ 1,100 | |
Effect of change in method on per diluted share amounts (in dollars per share) | $ 0.01 |
Investments in Other Entities38
Investments in Other Entities and Noncontrolling Interest in a Subsidiary (Details) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Oct. 14, 2014 | Sep. 16, 2014 | |
Acquisition and Divestitures | |||||
Income (loss) from equity method investment | $ (74,000) | $ (204,000) | |||
Loss from noncontrolling interest | (299,000) | (380,000) | |||
NG Advantage | |||||
Acquisition and Divestitures | |||||
Loss from noncontrolling interest | 299,000 | 380,000 | |||
Noncontrolling interest, fair value | (26,094,000) | $ (26,393,000) | |||
NG Advantage | Common unit purchase agreement | |||||
Acquisition and Divestitures | |||||
Ownership interest acquired | 53.30% | ||||
Mansfield | |||||
Acquisition and Divestitures | |||||
Ownership interest | 50.00% | ||||
Income (loss) from equity method investment | (74,000) | $ (204,000) | |||
Investment balance | $ 4,621,000 | $ 4,695,000 |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Cash and Cash Equivalents [Abstract] | ||
Cash in excess of insurance limits | $ 84,841 | $ 40,691 |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Restricted Cash | ||
Short-term restricted cash | $ 8,775 | $ 4,240 |
Canton Bonds | ||
Restricted Cash | ||
Short-term restricted cash | 2,022 | 2,609 |
Standby letters of credit | ||
Restricted Cash | ||
Short-term restricted cash | $ 6,753 | $ 1,631 |
Investments (Details)
Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Short-term investments | ||
Amortized Cost | $ 75,706 | $ 103,029 |
Gross Unrealized Losses | (10) | (85) |
Estimated Fair Value | 75,696 | 102,944 |
Municipal bonds & notes | ||
Short-term investments | ||
Amortized Cost | 11,558 | 16,797 |
Gross Unrealized Losses | (9) | (7) |
Estimated Fair Value | 11,549 | 16,790 |
Zero coupon bonds | ||
Short-term investments | ||
Amortized Cost | 1,000 | 500 |
Gross Unrealized Losses | 0 | (1) |
Estimated Fair Value | 1,000 | 499 |
U.S. government agencies | ||
Short-term investments | ||
Amortized Cost | 5,000 | |
Gross Unrealized Losses | 2 | |
Estimated Fair Value | 5,002 | |
Corporate bonds | ||
Short-term investments | ||
Amortized Cost | 9,548 | 37,181 |
Gross Unrealized Losses | (3) | (77) |
Estimated Fair Value | 9,545 | 37,104 |
Certificate of deposits | ||
Short-term investments | ||
Amortized Cost | 48,600 | 48,551 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | $ 48,600 | $ 48,551 |
Other Receivables (Details)
Other Receivables (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Other Receivables | ||
Other receivables | $ 26,045 | $ 60,667 |
Loans to customers to finance vehicle purchases | ||
Other Receivables | ||
Other receivables | 9,532 | 10,531 |
Accrued customer billings | ||
Other Receivables | ||
Other receivables | 7,610 | 7,106 |
Fuel tax and carbon credits | ||
Other Receivables | ||
Other receivables | 6,173 | 40,730 |
Other | ||
Other Receivables | ||
Other receivables | $ 2,730 | $ 2,300 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials and spare parts | $ 26,127 | $ 25,113 |
Work in process | 2,742 | 973 |
Finished goods | 1,168 | 3,203 |
Total | $ 30,037 | $ 29,289 |
Land, Property and Equipment (D
Land, Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Land, Property and Equipment | |||
Land, property and equipment, gross | $ 737,528 | $ 733,834 | |
Less: accumulated depreciation | (231,588) | (217,510) | |
Land, property and equipment, net | 505,940 | 516,324 | |
Capitalized software costs | 23,384 | 22,886 | |
Accumulated amortization on the capitalized software costs | 14,731 | 13,793 | |
Amortization expense related to the capitalized software costs | 938 | $ 716 | |
Property and equipment purchases included in accounts payable and accrued liabilities | 6,077 | $ 13,771 | |
Land | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | 2,858 | 2,858 | |
LNG liquefaction plants | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | 94,634 | 94,634 | |
RNG plants | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | 46,397 | 46,397 | |
Station equipment | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | 317,387 | 316,258 | |
Trailers | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | 50,414 | 50,414 | |
Other equipment | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | 86,739 | 83,687 | |
Construction in progress | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | $ 139,099 | $ 139,586 |
Investments in Other Entities (
Investments in Other Entities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Equity method investments | ||
Income (loss) from equity method investment | $ (74) | $ (204) |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Salaries and wages | $ 5,328 | $ 9,537 |
Accrued gas and equipment purchases | 10,716 | 14,133 |
Accrued property and other taxes | 4,038 | 5,344 |
Accrued professional fees | 874 | 1,105 |
Accrued employee benefits | 3,242 | 3,042 |
Accrued warranty liability | 1,791 | 1,826 |
Accrued interest | 5,995 | 3,718 |
Other | 23,844 | 20,377 |
Total | $ 55,828 | $ 59,082 |
Debt - Other Debt (Details)
Debt - Other Debt (Details) - USD ($) $ in Thousands | Apr. 20, 2016 | Apr. 19, 2016 | Mar. 31, 2016 | Feb. 29, 2016 | Dec. 31, 2015 |
Long-term debt | |||||
Principal Balances | $ 528,771 | $ 572,414 | |||
Unamortized Debt Financing Costs | 4,304 | 5,264 | |||
Balance, Net of Financing Costs | 524,467 | 567,150 | |||
Principal Balances, amounts due within one year | (139,748) | (150,129) | |||
Unamortized Debt Financing Costs, amounts due within one year | (243) | (273) | |||
Balance, Net of Financing Costs, amounts due within one year | (139,991) | (149,856) | |||
Principal Balances, long-term | 389,023 | 422,285 | |||
Unamortized Debt Financing Costs, long-term | 4,061 | 4,991 | |||
Balance, Net of Financing Costs, long-term | 384,476 | 417,294 | |||
Related party notes | 65,000 | 65,000 | |||
7.5% Notes | |||||
Long-term debt | |||||
Principal Balances | 150,000 | 150,000 | |||
Unamortized Debt Financing Costs | 367 | 399 | |||
Balance, Net of Financing Costs | 149,633 | 149,601 | |||
SLG Notes | |||||
Long-term debt | |||||
Principal Balances | 85,000 | 145,000 | |||
Unamortized Debt Financing Costs | 14 | 38 | |||
Balance, Net of Financing Costs | 84,986 | 144,962 | |||
Aggregate principal amount | $ 145,000 | ||||
5.25% Notes | |||||
Long-term debt | |||||
Principal Balances | 217,500 | 250,000 | |||
Unamortized Debt Financing Costs | 3,129 | 3,985 | |||
Balance, Net of Financing Costs | 214,371 | 246,015 | |||
5.25% Notes | Subsequent Event | |||||
Long-term debt | |||||
Aggregate principal amount | $ 186,000 | $ 25,000 | |||
Canton Bonds | |||||
Long-term debt | |||||
Principal Balances | 10,221 | 10,910 | |||
Unamortized Debt Financing Costs | 487 | 514 | |||
Balance, Net of Financing Costs | 9,734 | 10,396 | |||
Capital lease obligations | |||||
Long-term debt | |||||
Principal Balances | 6,437 | 6,448 | |||
Unamortized Debt Financing Costs | 0 | 0 | |||
Balance, Net of Financing Costs | 6,437 | 6,448 | |||
Other debt | |||||
Long-term debt | |||||
Principal Balances | 9,613 | 10,056 | |||
Unamortized Debt Financing Costs | 307 | 328 | |||
Balance, Net of Financing Costs | 9,306 | $ 9,728 | |||
PlainsCapital Bank Credit Facility | |||||
Long-term debt | |||||
Principal Balances | 50,000 | ||||
Unamortized Debt Financing Costs | 0 | ||||
Balance, Net of Financing Costs | $ 50,000 |
Debt - 7.5% Notes (Details)
Debt - 7.5% Notes (Details) - 7.5% Notes | Aug. 27, 2013USD ($)shares | Jun. 14, 2013USD ($)day$ / shares | Jul. 11, 2011USD ($)note |
Long-term debt | |||
Financing commitment received | $ 150,000,000 | ||
Number of debt instruments | note | 3 | ||
Financing commitment, issuance period | 3 years | ||
Principal amount of each debt instrument to be issued | $ 50,000,000 | ||
Interest rate | 7.50% | ||
Boone Pickens | |||
Long-term debt | |||
Aggregate principal amount | $ 65,000,000 | ||
Boone Pickens | Common stock | |||
Long-term debt | |||
Number of shares of common stock into which Notes are convertible | shares | 4,113,924 | ||
Buyers | |||
Long-term debt | |||
Additional amount of advances under the obligation assumed | $ 50,000,000 | ||
Amount of advance funded | $ 50,000,000 | ||
Conversion price of shares (in dollars per share) | $ / shares | $ 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 | day | 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 | ||
Green Energy Investment Holdings, LLC | |||
Long-term debt | |||
Principal amount transferred | $ 5,000,000 | ||
Aggregate principal amount | $ 80,000,000 | ||
Green Energy Investment Holdings, LLC | Common stock | |||
Long-term debt | |||
Number of shares of common stock into which Notes are convertible | shares | 5,063,291 | ||
Other Third Parties | |||
Long-term debt | |||
Aggregate principal amount | $ 5,000,000 | ||
Other Third Parties | Common stock | |||
Long-term debt | |||
Number of shares of common stock into which Notes are convertible | shares | 316,456 |
Debt - SLG Notes (Details)
Debt - SLG Notes (Details) - SLG Notes | Feb. 29, 2016USD ($) | Aug. 24, 2011USD ($)day$ / shares | Apr. 30, 2012USD ($)shares | Feb. 28, 2013USD ($)shares | Mar. 01, 2012USD ($) |
Long-term debt | |||||
Financing commitment received | $ 150,000,000 | ||||
Interest rate | 7.50% | ||||
Conversion price of shares (in dollars per share) | $ / shares | $ 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 | day | 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 | ||||
Repayments of debt | $ 60,000,000 | ||||
Aggregate principal amount | 145,000,000 | ||||
Repayment of accrued interest | $ 1,812,000 | ||||
Common stock | |||||
Long-term debt | |||||
Amount of principal and accrued interest under debt conversion | $ 1,003,000 | $ 4,030,000 | |||
Common stock issued upon conversion of debt (in shares) | shares | 66,888 | 268,664 | |||
Baytree Investments (Mauritius) Pte Ltd | |||||
Long-term debt | |||||
Principal amount transferred | $ 24,000,000 |
Debt - 5.25% Notes (Details)
Debt - 5.25% Notes (Details) | May. 04, 2016shares | Apr. 06, 2016USD ($) | Feb. 18, 2016USD ($) | Sep. 30, 2013USD ($)day$ / shares | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Apr. 20, 2016USD ($) | Apr. 19, 2016USD ($) |
Long-term debt | ||||||||
Gain from extinguishment of debt | $ 15,923,000 | $ 0 | ||||||
Subsequent Event | ||||||||
Long-term debt | ||||||||
Shares issued upon conversion of debt | shares | 6,265,829 | |||||||
5.25% Notes | ||||||||
Long-term debt | ||||||||
Debt issuance amount | $ 250,000 | |||||||
Interest rate | 5.25% | |||||||
Payment of certain debt issuance costs | $ 7,805,000 | |||||||
Amount of advance funded | $ 242,195,000 | |||||||
Conversion rate of debt instrument (shares per USD) | 0.0641026 | |||||||
Conversion price of shares (in dollars per share) | $ / shares | $ 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 | day | 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% | |||||||
Amount of sinking fund | $ 0 | |||||||
Percentage of principal amount at which notes may be required to be repurchased in event of fundamental change by the entity | 100.00% | |||||||
Repayments of debt | $ 16,761,000 | |||||||
Amount of par value debt retired | 32,500,000 | |||||||
Gain from extinguishment of debt | $ 15,923,000 | |||||||
5.25% Notes | Subsequent Event | ||||||||
Long-term debt | ||||||||
Repayments of debt | $ 3,926,000 | |||||||
Amount of par value debt retired | $ 6,500,000 | |||||||
Aggregate principal amount | $ 186,000,000 | $ 25,000,000 | ||||||
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% |
Debt - PlainsCapital Bank Credi
Debt - PlainsCapital Bank Credit Facility (Details) - Plains Capital Bank Credit Agreement | Feb. 29, 2016USD ($) |
Long-term debt | |
Line of credit limit | $ 50,000,000 |
Interest rate | 2.70% |
LIBOR | |
Long-term debt | |
Percentage of margin added to reference rate to determine interest rate on debt | 2.30% |
Debt - Canton Bonds (Details)
Debt - Canton Bonds (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2015 | Mar. 19, 2014 | |
Canton Bonds | |||
Long-term debt | |||
Principal amount with recourse to the Company | $ 1,000,000 | ||
Canton Bonds | Canton Renewables | |||
Long-term debt | |||
Debt issuance amount | $ 12,400,000 | ||
Coupon interest rate | 6.60% | ||
Other debt | |||
Long-term debt | |||
Maximum effective percentage rate | 20.91% | ||
Weighted average interest rate | 6.65% | 6.35% |
Debt - GE Credit Agreement (Det
Debt - GE Credit Agreement (Details) - GE Credit Agreement $ / shares in Units, $ in Thousands | Nov. 07, 2012USD ($)subsidiaryproject$ / sharesshares | Dec. 31, 2015USD ($)shares | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($) |
Long-term debt | |||||
Number of wholly owned subsidiaries through which the entity entered into a financing arrangement | subsidiary | 2 | ||||
Line of credit limit | $ 200,000 | ||||
Number of LNG production facilities being financed | project | 2 | ||||
Write off of deferred debt issuance cost | $ 54,900 | ||||
Commitment fee on the unutilized loan amounts | 0.50% | ||||
Commitment fee | $ 0 | $ 1,014 | $ 1,014 | ||
Common stock | GE Warrant | |||||
Long-term debt | |||||
Number of shares issuable upon exercise of warrants (up to) | shares | 5,000,000 | 5,000,000 | 5,000,000 | ||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.01 | ||||
Number of warrants which will not vest and will not become exercisable | shares | 4,000,000 | 4,000,000 |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - shares | Dec. 31, 2014 | Sep. 11, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Nov. 07, 2012 |
Basic and diluted: | ||||||
Basic weighted average number of common shares outstanding | 97,178,768 | 91,317,053 | ||||
Dilutive effect of potential common shares from restricted stock units | 2,643,076 | 0 | ||||
Diluted weighted average number of common shares outstanding | 99,821,844 | 91,317,053 | ||||
Common stock | GE Credit Agreement | GE Warrant | ||||||
Number of shares issuable upon exercise of warrants (up to) | 5,000,000 | 5,000,000 | ||||
Number of shares included in weighted average share calculation | 1,000,000 | |||||
Number of shares that became exercisable in the period | 500,000 | |||||
Number of additional shares that became exercisable in the period | 500,000 | |||||
Number of warrants which will not vest and will not become exercisable | 4,000,000 |
Net Loss Per Share - Anti-dilut
Net Loss Per Share - Anti-dilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Options | ||
Net Loss Per Share | ||
Anti-dilutive securities (in shares) | 11,740,308 | 11,172,586 |
Warrants | ||
Net Loss Per Share | ||
Anti-dilutive securities (in shares) | 3,130,682 | 6,130,682 |
Convertible Notes | ||
Net Loss Per Share | ||
Anti-dilutive securities (in shares) | 29,102,645 | 35,185,979 |
Restricted Stock Units | ||
Net Loss Per Share | ||
Anti-dilutive securities (in shares) | 0 | 2,968,752 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Stock-based compensation expense | $ 2,419,000 | $ 2,690,000 |
Stock-based compensation expense, net of $0 tax in 2015 and 2016 | 2,419,000 | 2,690,000 |
Tax benefit from compensation expense | 0 | $ 0 |
Unrecognized compensation cost | $ 14,005,000 | |
Unrecognized compensation cost, weighted-average period | 2 years 1 month 17 days |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Income tax (expense) benefit | $ (381) | $ (854) |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value Measurements | ||
Debt and Capital Lease Obligations | $ 524,467 | $ 567,150 |
Fair value measured on recurring basis | Certificate of deposits | ||
Assets: | ||
Available-for-sale securities | 48,600 | 48,551 |
Fair value measured on recurring basis | Municipal bonds & notes | ||
Assets: | ||
Available-for-sale securities | 11,549 | 16,790 |
Fair value measured on recurring basis | Zero coupon bonds | ||
Assets: | ||
Available-for-sale securities | 1,000 | 499 |
Fair value measured on recurring basis | Corporate bonds | ||
Assets: | ||
Available-for-sale securities | 9,545 | 37,104 |
Fair value measured on recurring basis | U.S. government agencies | ||
Assets: | ||
Available-for-sale securities | 5,002 | |
Fair value measured on recurring basis | Warrants | ||
Liabilities: | ||
Warrants | 605 | 632 |
Fair value measured on recurring basis | Level 2 | Certificate of deposits | ||
Assets: | ||
Available-for-sale securities | 48,600 | 48,551 |
Fair value measured on recurring basis | Level 2 | Municipal bonds & notes | ||
Assets: | ||
Available-for-sale securities | 11,549 | 16,790 |
Fair value measured on recurring basis | Level 2 | Zero coupon bonds | ||
Assets: | ||
Available-for-sale securities | 1,000 | 499 |
Fair value measured on recurring basis | Level 2 | Corporate bonds | ||
Assets: | ||
Available-for-sale securities | 9,545 | 37,104 |
Fair value measured on recurring basis | Level 2 | U.S. government agencies | ||
Assets: | ||
Available-for-sale securities | 5,002 | |
Fair value measured on recurring basis | Level 3 | Warrants | ||
Liabilities: | ||
Warrants | 605 | 632 |
5.25% Notes | ||
Fair Value Measurements | ||
Debt and Capital Lease Obligations | 214,371 | $ 246,015 |
5.25% Notes | Fair value measured on recurring basis | ||
Fair Value Measurements | ||
Debt and Capital Lease Obligations | $ 208,500 |
Alternative Fuels Excise Tax 59
Alternative Fuels Excise Tax Credit (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | 111 Months Ended |
Mar. 31, 2016USD ($)$ / gallon | Dec. 31, 2015USD ($) | Dec. 31, 2015$ / gallon | |
Alternative Fuels Excise Tax Credit | |||
Federal fuel tax credit - CNG (in dollars per gasoline gallon equivalent) | 0.50 | 0.50 | |
Federal fuel tax credit - LNG (in dollars per liquid gallon) | 0.50 | 0.50 | |
VETC credits recognized as revenue | $ | $ 6,381 | $ 30,986 |