Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 28, 2017 | Jun. 30, 2016 | |
Document and Entity Information | |||
Entity Registrant Name | Clean Energy Fuels Corp. | ||
Entity Central Index Key | 1,368,265 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 149,591,164 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 338,632,713 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 36,119 | $ 43,724 |
Restricted cash | 6,996 | 4,240 |
Short-term investments | 73,718 | 102,944 |
Accounts receivable, net of allowance for doubtful accounts of $1,895 and $1,063 as of December 31, 2015 and 2016, respectively | 79,432 | 73,645 |
Other receivables | 21,934 | 60,667 |
Inventory | 29,544 | 29,289 |
Prepaid expenses and other current assets | 14,021 | 14,657 |
Total current assets | 261,764 | 329,166 |
Land, property and equipment, net | 483,923 | 516,324 |
Notes receivable and other long-term assets, net | 16,377 | 14,732 |
Investments in other entities | 3,475 | 5,695 |
Goodwill | 93,018 | 91,967 |
Intangible assets, net | 38,700 | 42,644 |
Total assets | 897,257 | 1,000,528 |
Current liabilities: | ||
Current portion of debt and capital lease obligations | 5,943 | 149,856 |
Accounts payable | 23,637 | 26,906 |
Accrued liabilities | 52,601 | 59,082 |
Deferred revenue | 7,041 | 10,549 |
Total current liabilities | 89,222 | 246,393 |
Long-term portion of debt and capital lease obligations | 241,433 | 352,294 |
Long-term debt, related party | 65,000 | 65,000 |
Other long-term liabilities | 7,915 | 7,896 |
Total liabilities | 403,570 | 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 145,538,063 shares as of December 31, 2015 and 2016, respectively | 15 | 9 |
Additional paid-in capital | 1,090,361 | 915,199 |
Accumulated deficit | (603,836) | (591,683) |
Accumulated other comprehensive loss | (17,675) | (20,973) |
Total Clean Energy Fuels Corp. stockholders' equity | 468,865 | 302,552 |
Noncontrolling interest in subsidiary | 24,822 | 26,393 |
Total stockholders' equity | 493,687 | 328,945 |
Total liabilities and stockholders' equity | $ 897,257 | $ 1,000,528 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 1,063 | $ 1,895 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 224,000,000 | 224,000,000 |
Common stock, issued (in shares) | 145,538,063 | 92,382,717 |
Common stock, outstanding (in shares) | 145,538,063 | 92,382,717 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue: | |||
Product revenue | $ 351,038 | $ 329,168 | $ 380,199 |
Service revenue | 51,618 | 55,152 | 48,741 |
Total revenue | 402,656 | 384,320 | 428,940 |
Cost of sales (exclusive of depreciation and amortization shown separately below): | |||
Product cost of sales | 229,958 | 230,621 | 291,462 |
Service cost of sales | 25,592 | 27,864 | 17,325 |
Gain from change in fair value of derivative warrants | (22) | (1,414) | (5,748) |
Selling, general and administrative | 105,503 | 113,653 | 126,435 |
Depreciation and amortization | 59,262 | 55,219 | 49,058 |
Impairment of long-lived asset | 0 | 0 | 4,772 |
Total operating expenses | 420,293 | 425,943 | 483,304 |
Operating loss | (17,637) | (41,623) | (54,364) |
Interest expense | (29,595) | (95,813) | (44,720) |
Interest income | 827 | ||
Other income (expense), net | (306) | 2,627 | (2,571) |
Loss from equity method investments | (22) | (815) | (490) |
Gain from extinguishment of debt, net | 34,348 | 0 | 0 |
Gain from sale of subsidiary | 0 | 937 | 11,998 |
Loss before income taxes | (12,385) | (133,844) | (89,784) |
Income tax expense | (1,339) | (1,614) | (1,075) |
Net loss | (13,724) | (135,458) | (90,859) |
Loss attributable to noncontrolling interest | 1,571 | 1,216 | 1,200 |
Net loss attributable to Clean Energy Fuels Corp. | $ (12,153) | $ (134,242) | $ (89,659) |
Loss per share: | |||
Basic and diluted (in dollars per share) | $ (0.10) | $ (1.47) | $ (0.96) |
Weighted average common shares outstanding: | |||
Basic and diluted (in shares) | 119,395,423 | 91,607,578 | 93,678,432 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net loss | $ (13,724) | $ (135,458) | $ (90,859) |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustments net of $0 tax in 2014, 2015 and 2016 | 1,567 | (9,653) | (7,958) |
Foreign currency adjustments on intra-entity long-term investments, net of $0 tax in 2014, 2015 and 2016 | 1,652 | (8,078) | 4,866 |
Unrealized gains on available-for-sale securities, net of $0 tax in 2014, 2015 and 2016 | 79 | 6 | 544 |
Total other comprehensive income (loss) | 3,298 | (17,725) | (2,548) |
Comprehensive loss | (10,426) | (153,183) | (93,407) |
Clean Energy Fuels Corp | |||
Net loss | (12,153) | (134,242) | (89,659) |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustments net of $0 tax in 2014, 2015 and 2016 | 1,567 | (9,653) | (7,958) |
Foreign currency adjustments on intra-entity long-term investments, net of $0 tax in 2014, 2015 and 2016 | 1,652 | (8,078) | 4,866 |
Unrealized gains on available-for-sale securities, net of $0 tax in 2014, 2015 and 2016 | 79 | 6 | 544 |
Total other comprehensive income (loss) | 3,298 | (17,725) | (2,548) |
Comprehensive loss | (8,855) | (151,967) | (92,207) |
Noncontrolling Interest in Subsidiary | |||
Net loss | (1,571) | (1,216) | (1,200) |
Other comprehensive income (loss), net of tax: | |||
Comprehensive loss | $ (1,571) | $ (1,216) | $ (1,200) |
CONSOLIDATED STATEMENTS OF COM6
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (PARENTHETICAL) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Foreign currency translation adjustment, tax | $ 0 | $ 0 | $ 0 |
Foreign currency adjustments on intra-entity long-term investments, tax | 0 | 0 | 0 |
Unrealized gains (losses) on available-for sale securities, tax | 0 | 0 | 0 |
Unrecognized gains on derivatives, tax | $ 0 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest in Subsidiary |
Beginning balance (in shares) at Dec. 31, 2013 | 89,364,397 | |||||
Beginning balance at Dec. 31, 2013 | $ 518,538 | $ 9 | $ 883,045 | $ (367,782) | $ (700) | $ 3,966 |
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock, net of offering costs (in shares) | 838,947 | |||||
Issuance of common stock, net of offering costs | 6,050 | 6,050 | ||||
Exercise of additional membership interest in subsidiary | 2,363 | 2,363 | ||||
Stock-based compensation | 11,514 | 11,514 | ||||
Foreign currency adjustments on intra-entity long-term investments converted to equity | (4,866) | (4,866) | ||||
Acquisition of non-controlling interest in subsidiary | 28,075 | 28,075 | ||||
Sale of non-controlling interest in subsidiary | (3,232) | (3,232) | ||||
Net loss | (90,859) | (89,659) | (1,200) | |||
Accumulated other comprehensive income (loss) | (2,548) | (2,548) | ||||
Ending balance (in shares) at Dec. 31, 2014 | 90,203,344 | |||||
Ending balance at Dec. 31, 2014 | 465,035 | $ 9 | 898,106 | (457,441) | (3,248) | 27,609 |
Increase (Decrease) in Stockholders' Equity | ||||||
Stock-based compensation | 10,779 | 10,779 | ||||
Net loss | (135,458) | (134,242) | (1,216) | |||
Issuance of common stock (in shares) | 2,179,373 | |||||
Issuance of common stock | 6,314 | $ 0 | 6,314 | |||
Accumulated other comprehensive income (loss) | $ (17,725) | (17,725) | ||||
Ending balance (in shares) at Dec. 31, 2015 | 92,382,717 | 92,382,717 | ||||
Ending balance at Dec. 31, 2015 | $ 328,945 | $ 9 | 915,199 | (591,683) | (20,973) | 26,393 |
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock, net of offering costs (in shares) | 32,889,517 | |||||
Issuance of common stock, net of offering costs | 101,120 | $ 4 | 101,116 | |||
Stock-based compensation | 8,092 | 8,092 | ||||
Net loss | (13,724) | (12,153) | (1,571) | |||
Issuance of common stock in connection with debt extinguishment (in shares) | 20,265,829 | |||||
Issuance of common stock in connection with debt extinguishment | 65,956 | $ 2 | 65,954 | |||
Accumulated other comprehensive income (loss) | $ 3,298 | 3,298 | ||||
Ending balance (in shares) at Dec. 31, 2016 | 145,538,063 | 145,538,063 | ||||
Ending balance at Dec. 31, 2016 | $ 493,687 | $ 15 | $ 1,090,361 | $ (603,836) | $ (17,675) | $ 24,822 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net loss | $ (13,724) | $ (135,458) | $ (90,859) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 59,262 | 55,219 | 49,058 |
Provision for doubtful accounts, notes and inventory | 4,374 | 2,656 | 1,277 |
Derivative gain | (22) | (1,414) | (5,748) |
Stock-based compensation expense | 8,092 | 10,779 | 11,514 |
Amortization of debt issuance cost | 1,527 | 2,969 | 4,194 |
Non-cash interest charge related to a terminated credit agreement | 0 | 54,925 | 0 |
Accretion of notes payable | 0 | 57 | 412 |
Gain on extinguishment of debt, net | (34,348) | 0 | 0 |
Long-lived intangible impairment | 0 | 0 | 4,772 |
Gain on sale of subsidiary | 0 | (937) | (11,998) |
Gain on contingent consideration for acquisitions | 0 | 0 | (208) |
Changes in operating assets and liabilities, net of assets and liabilities acquired and disposed: | |||
Accounts and other receivables | 30,171 | 3,426 | (55,573) |
Inventory | (1,520) | 5,407 | (979) |
Prepaid expenses and other assets | 347 | 2,876 | 1,361 |
Accounts payable | (764) | (12,005) | 9,126 |
Accrued expenses and other | (7,333) | (596) | 7,646 |
Net cash provided by (used in) operating activities | 46,062 | (12,096) | (76,005) |
Cash flows from investing activities: | |||
Purchases of short-term investments | (137,023) | (158,840) | (157,629) |
Maturities and sales of short-term investments | 165,695 | 176,969 | 171,902 |
Purchases of and deposits on property and equipment | (23,640) | (51,415) | (88,628) |
Loans made to customers | (2,816) | (4,279) | (9,140) |
Payments on and proceeds from sales of loans receivable | 842 | 928 | 6,580 |
Restricted cash | (2,634) | 1,650 | (3,567) |
Cash received with sale of subsidiary, net of cash transferred | 0 | 1,118 | 39,760 |
Investments in other entities | (833) | 0 | (6,634) |
Capital from equity method investment | 3,031 | 0 | 0 |
Acquisitions, net of cash acquired | (1,550) | 0 | 467 |
Net cash provided by (used in) investing activities | 1,072 | (33,869) | (46,889) |
Cash flows from financing activities: | |||
Issuances of common stock | 103,591 | 7,197 | 2,300 |
Fees paid for issuances of common stock | (2,283) | (883) | 0 |
Proceeds from debt instruments | 7,412 | 384 | 12,778 |
Proceeds from revolving line of credit | 73,508 | 31 | 34,607 |
Proceeds from exercise of additional membership interest in subsidiary | 0 | 0 | 6,992 |
Repayment of borrowings under revolving line of credit | (50,027) | (64) | (40,354) |
Repayment of capital lease obligations and debt instruments | (187,824) | (6,258) | (41,036) |
Contingent consideration paid relating to business acquisitions | 0 | 0 | (176) |
Payment for debt issuance costs | 0 | 0 | (896) |
Net cash provided by (used in) financing activities | (55,623) | 407 | (25,785) |
Effect of exchange rates on cash and cash equivalents | 884 | (3,099) | 1,027 |
Net decrease in cash and cash equivalents | (7,605) | (48,657) | (147,652) |
Cash and cash equivalents, beginning of year | 43,724 | 92,381 | 240,033 |
Cash and cash equivalents, end of year | 36,119 | 43,724 | 92,381 |
Supplemental disclosure of cash flow information: | |||
Income taxes paid | 1,012 | 890 | 943 |
Interest paid, net of $3,160, $835 and $447 capitalized, respectively | $ 29,774 | $ 37,662 | $ 39,224 |
CONSOLIDATED STATEMENTS OF CAS9
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Cash Flows [Abstract] | |||
Interest paid, capitalized | $ 447 | $ 835 | $ 3,160 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The Company Clean Energy Fuels Corp., together with its majority and wholly owned subsidiaries (hereinafter collectively referred to as the "Company," unless the context or the use of the term indicates or requires otherwise) is engaged in the business of selling natural gas as an alternative fuel for vehicle fleets and related 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") (which can be delivered in the form of CNG or LNG) for light, medium and heavy-duty vehicles and providing operation and maintenance ("O&M") services for natural gas fueling stations. As a comprehensive solution provider, the Company also designs, builds, operates, 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 and LNG to industrial and institutional energy users who do not have direct access to natural gas pipelines; processes and sells RNG; sells tradable credits it generates by selling natural gas and RNG as a vehicle fuel, including credits under the California and the Oregon Low Carbon Fuel Standards (collectively, "LCFS Credits") and Renewable Identification Numbers ("RIN Credits" or "RINs") under the federal Renewable Fuel Standard Phase 2; helps its customers acquire and finance natural gas vehicles; and obtains federal, state and local credits, grants and incentives. In addition, through December 29, 2014, the Company processed, extracted, and sold RNG from its former McCommas Bluff landfill in Dallas, Texas. See Note 2 for further information. Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, and, in the opinion of management, reflect all adjustments necessary to state fairly the Company's financial position, results of operations, comprehensive loss and cash flows in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). All intercompany accounts and transactions have been eliminated. Reclassifications Prior period Interest income of $363 and $843 for the years ended December 31, 2014 and 2015, respectively, were reclassified from Interest expense, net as a separate line item to conform to the classifications used to prepare the consolidated financial statements for the year ended December 31, 2016 . This reclassification had no material impact on the Company’s financial position, results of operations or cash flows as previously reported. During the year ended December 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 reclassified from Prepaid expenses and other current assets to Current portion of debt and capital lease obligations and $4,991 were reclassified from Notes receivable and other long-term assets to Long-term portion of debt and capital lease obligations as of December 31, 2015. Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates and may result in material effects on the Company's operating results and financial position. Significant estimates made in preparing the 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, fair value measurements and stock-based compensation expense. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less on the date of acquisition to be cash equivalents. Fair Value of Financial Instruments The carrying values of the Company's financial instruments, including cash and cash equivalents, restricted cash, short-term investments, accounts and other receivables, notes receivable, accounts payable, accrued expenses and other current liabilities, capital lease obligations and notes payable, approximate their respective fair values. 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 2016 : 2015 2016 Raw materials and spare parts $ 25,113 $ 24,843 Work in process 973 845 Finished goods 3,203 3,856 Total inventory $ 29,289 $ 29,544 Property and Equipment Property and equipment are recorded at cost. Depreciation and amortization are recognized over the estimated useful lives of the assets using the straight-line method. The estimated useful lives of depreciable assets are three to twenty years for LNG liquefaction plant assets, up to 10 years for station equipment and LNG trailers, and three to seven years for all other depreciable assets. Leasehold improvements are amortized over the shorter of their estimated useful lives or related lease terms. Periodically, the Company receives grant funding to assist in the financing of natural gas fueling station construction. The Company records the grant proceeds as a reduction of the cost of the respective asset. Total grant proceeds received were approximately $959 , $4,292 , and $3,295 for the years ended December 31, 2014 , 2015 and 2016 , respectively. Long-Lived Assets The Company reviews long-lived assets, which include property and equipment and intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by comparing the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset or asset group. Estimated future cash flows are determined by management based on a number of estimates, including future cash flow projections, discount rates and terminal values. In determining these estimates, management considers internally generated information and information obtained from discussions with market participants. The determination of fair value requires significant judgment by both management and outside experts engaged to assist in this process. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. In the fourth quarter of 2014, the Company determined that a long-lived asset related to a contract acquired in its acquisition of the business of Clean Energy Compression was impaired and recorded an impairment charge of $4,772 . The Company had no impairments of the Company’s long-lived assets during the years ended December 31, 2015 or 2016 . Intangible assets with finite useful lives are amortized over their respective estimated useful lives using the straight-line method. The estimated useful lives of intangible assets with finite useful lives are two to 20 years for technology, one to eight years for customer relationships, one to 10 years for acquired contracts, two to 10 years for trademarks and trade names, and three years for non-compete agreements. In 2014, the Company acquired a controlling interest in NG Advantage, LLC (“NG Advantage”) and allocated approximately $5,600 of the purchase price to the identifiable intangible assets related to customer relationships and trade names. The Company's intangible assets as of December 31, 2015 and 2016 were as follows: 2015 2016 Technology $ 54,400 $ 54,400 Customer relationships 16,576 16,576 Acquired contracts 3,694 4,384 Trademark and trade names 8,200 8,200 Non-compete agreements 2,060 2,060 Total intangible assets 84,930 85,620 Less accumulated amortization (30,442 ) (37,591 ) Foreign currency rate change (11,844 ) (9,329 ) Net intangible assets $ 42,644 $ 38,700 Amortization expense for intangible assets was $7,024 , $5,539 , and $5,794 for the years ended December 31, 2014 , 2015 and 2016 , respectively. Estimated amortization expense for the five years and thereafter succeeding the year ended December 31, 2016 is approximately $6,956 , $5,913 , $4,532 , $3,835 , $3,184 and $14,280 , respectively. Goodwill Goodwill represents the excess of costs incurred over the fair value of the net assets of acquired businesses. The Company assesses its goodwill using a qualitative approach to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying value. The qualitative assessment includes the potential impact on a reporting unit's fair value of certain events and circumstances, including the Company's market capitalization value, macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity-specific events. If it is determined, based upon the qualitative assessment, that it is more likely than not that the reporting unit's fair value is less than its carrying amount, then a two-step quantitative impairment test is performed. The Company performs the impairment test annually on October 1, or more frequently if facts and circumstances warrant a review. The Company is required to use judgment when applying the goodwill impairment test, including, among other considerations, the identification of reporting units and the assessment of qualitative factors involved in the test. Applying this judgment, the Company has determined that it is a single reporting unit and, based upon its qualitative assessment of goodwill, has concluded it is more likely than not that the fair value of its reporting unit exceeds its carrying amount and no further quantitative analysis was warranted. During the years ended December 31, 2014 , 2015 and 2016 , there were no indicators of impairment to goodwill. The Company reduced its goodwill balance by $7,205 when it sold its subsidiary Dallas Clean Energy McCommas Bluff, LLC ("DCEMB") on December 29, 2014 and added $21,070 to its goodwill balance when it acquired NG Advantage on October 14, 2014 (all as described in Note 2 ). The goodwill balances on the consolidated balance sheets include foreign currency translation gains (losses) of $(6,578) and $1,051 as of December 31, 2015 and 2016 , respectively. See Note 2 for further information. Revenue Recognition The Company recognizes revenue on various products and services. The table below and the following discussion describe the Company’s revenue by group of similar products. Year Ended December 31, (in thousands) 2014 2015 2016 Volume Related $ 247,899 $ 260,629 $ 283,814 Compressor Sales 84,775 54,497 27,262 Station Construction Sales 67,392 37,830 64,942 VETC 28,359 30,986 26,638 Other 515 378 — $ 428,940 $ 384,320 $ 402,656 Volume Related The Company’s volume related revenue primarily consists of CNG, LNG and RNG fuel sales, RINs and LCFS Credits sales and O&M services. This revenue is recognized when the following four criteria are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred and title and the risks and rewards of ownership have been transferred to the customer or services have been rendered; (iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. Applying these factors, the Company typically recognizes revenue from the sale of natural gas fuel at the time the fuel is dispensed or, in the case of LNG sales agreements, delivered to the customers' storage facilities. The Company recognizes revenue from O&M service agreements as the related services are provided. The Company generates LCFS Credits when it sells RNG and conventional natural gas for use as a vehicle fuel in California and Oregon and it generates RIN Credits when it sells RNG as a vehicle fuel in the United States. The Company can sell these credits to third parties who need the credits to comply with federal and state requirements. RIN and LCFS Credits are included in volume related revenues. The Company recognizes revenue from the generation of these credits when it has an agreement in place to sell the credits at a fixed or determinable price. Compressor Sales The Company recognizes compression revenues through its subsidiary Clean Energy Compression when it sells non-lubricated natural gas fueling compressors and other equipment. Clean Energy Compression uses the percentage-of-completion method of accounting to recognize revenue because its projects are small and it has been able to demonstrate that it can reasonably estimate costs to complete. In these circumstances, revenue is recognized based on costs incurred in relation to total estimated costs to be incurred for a project. Station Construction Sales 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 of a project based on the costs incurred to date for the associated contract in comparison to the estimated total costs for such contract at completion. Historically, the Company recognized revenue on station construction projects using the completed contract method because the Company 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 fuel dispensing activities at the station began. The sale of compressors and related equipment continues to be recognized under the percentage of completion method as in previous periods. 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. The Company also changed related accounting activities and processes to timely identify and monitor costs. As a result of this implementation, the Company is able to make reliable estimates as to the percentage of a project that is complete at the end of each reporting period. Station construction contracts are generally short-term, except for certain larger and 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 estimates to account for changing conditions and new developments are continuous and characteristic of the process. Many factors that can affect contract profitability may change during the performance period of a contract, including differing site conditions, the availability of skilled contract labor, the performance of major suppliers and subcontractors, and unexpected changes in material costs. Changes to these factors may result in revisions to costs and income, which 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 year ended December 31, 2016 , there were no significant 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 an agreement has not been reached as to an associated price change. Change orders that are unapproved as to both price and scope are evaluated as claims. Claims have historically been insignificant. There were no significant unapproved change orders, claims, contract penalties, settlements or changes in contract estimates during the year ended December 31, 2016 . As a result of using the percentage of completion method to recognize revenues, revenue and operating income from station construction sales during the year ended December 31, 2016 were higher by $18,683 and $1,666 , respectively, than would have been recognized during the period under the completed contract method. Additionally, net loss per diluted share was $0.01 lower than what would have been reported using the completed contract method. In certain transactions with its customers, the Company agrees to provide multiple products or services, including construction of and sale of a station, providing O&M services to the station, and sale of fuel to the customer. The Company evaluates the separability of revenues based on Financial Accounting Standards Board ("FASB") authoritative guidance, which provides a framework for establishing whether or not a particular arrangement with a customer has one or more revenue elements, and allows the Company to use a combination of internal and external objective and reliable evidence to develop management's best estimate of the fair value of the contract elements. If the arrangement contains a lease, the Company uses the existing evidence of fair value to separate the lease from the other elements in the arrangement. The arrangement's consideration that is fixed or determinable is then allocated to each separate unit of accounting based on the estimated relative selling price of each deliverable, which is determined based on the historical data derived from the Company's stand-alone projects. The revenue allocated to the construction of the station is recognized using the percentage of completion method. The revenue allocated to the O&M services is recognized ratably over the term of the arrangement and sale of fuel is recognized as the fuel is delivered. See the discussion under “Alternative Fuels Excise Tax Credit” below for further information. Other The Company collects and remits taxes assessed by various governmental authorities that are imposed on and concurrent with revenue-producing transactions between the Company and our customers. These taxes may include, but are not limited to, fuel, sales and value-added taxes. The Company reports the collection of these taxes on a net basis. Alternative Fuels Excise Tax Credit Under separate pieces of U.S. federal legislation from October 1, 2006 through December 31, 2014, 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. In December 2015, another alternative fuels tax credit, which the Company also refers to as VETC, was made available for the period from January 1, 2015 through December 31, 2016. This new credit was the same as the credit it replaced, except that the alternative fuels tax credit for LNG sold as a vehicle fuel in 2016 was based on the diesel gallon equivalent of LNG sold rather than the liquid gallon of LNG sold. Based on the service relationship with its customers, either the Company or its customers claims the credit. The Company records its VETC credits, if any, as revenue in its consolidated statements of operations as the credits are fully payable and do not need to offset income tax liabilities to be received. As such, the credits are not deemed income tax credits under the accounting guidance applicable to income taxes. VETC revenue for years ended December 31, 2014 , 2015 and 2016 was $28,359 , $30,986 and $26,638 , respectively. LNG Transportation Costs The Company records the costs incurred to transport LNG to its customers in the line item product cost of sales in the accompanying consolidated statements of operations. Advertising Costs Advertising costs are expensed as incurred. Advertising costs amounted to $439 , $44 and $15 for the years ended December 31, 2014 , 2015 and 2016 , respectively. Stock-Based Compensation The Company recognizes compensation expense for all stock‑based payment arrangements, net of an estimated forfeiture rate, over the requisite service period of the award. For stock options, the Company determines the grant date fair value using the Black‑Scholes option pricing model, which requires the input of certain assumptions, including the expected life of the stock‑based payment awards, stock price volatility and risk‑free interest rates. For restricted stock units, the Company determines the grant date fair value based on the closing market price of its common stock on the date of grant. Income Taxes Income taxes are computed using the asset and liability method. Under this method, deferred income taxes are recognized by applying enacted statutory tax rates applicable to future years to differences between the tax bases and financial carrying amounts of existing assets and liabilities. The impact on deferred taxes of changes in tax rates and laws, if any, are applied to the years during which temporary differences are expected to be settled and are reflected in the consolidated financial statements in the period of enactment. Valuation allowances are established when management determines it is more likely than not that deferred tax assets will not be realized. When evaluating the need for a valuation analysis, we use estimates involving a high degree of judgment including projected future US GAAP income and the amounts and estimated timing of the reversal of any deferred tax assets and liabilities. The Company has a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities based on the technical merits of the position. The amount recognized is measured as the largest amount of benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefit in income tax expense. The Company operates within multiple domestic and foreign taxing jurisdictions and is subject to audit in these jurisdictions. These audits can involve complex issues, which may require an extended period of time to resolve. Although the Company believes that adequate consideration has been given to these issues, it is possible that the ultimate resolution of these issues could be significantly different than originally estimated. Net Loss Per Share Basic net loss per share is computed by dividing the net loss attributable to Clean Energy Fuels Corp. by the weighted-average number of common shares outstanding and common shares issuable for little or no cash consideration during the period. Diluted net loss per share is computed by dividing the net loss attributable to Clean Energy Fuels Corp. by the weighted-average number of common shares outstanding and common shares issuable for little or no cash consideration during the period and potentially dilutive securities outstanding during the period, and therefore reflects the dilution from common shares that may be issued upon exercise or conversion of these potentially dilutive securities, such as stock options, warrants, convertible notes and restricted stock units. The dilutive effect of stock awards and warrants is computed under the treasury stock method. The dilutive effect of convertible notes and restricted stock units is computed under the if-converted method. Potentially dilutive securities are excluded from the computations of diluted net loss per share if their effect would be antidilutive. The following potentially dilutive securities have been excluded from the diluted net loss per share calculations because their effect would have been antidilutive: 2014 2015 2016 Stock options 11,486,301 11,487,938 11,467,796 Warrants 6,130,682 2,130,682 — Convertibles notes 35,185,979 35,185,979 16,573,799 Restricted stock units 2,591,752 3,419,776 2,072,304 In 2013, 5,000,000 shares of common stock subject to the GE Warrant, as defined and described in Notes 10 and 12 , were included in the basic net loss per share calculation. On September 11, 2014, the Company determined it no longer met certain conditions required to include 4,000,000 of the shares of common stock subject to the GE Warrant in its weighted average share calculations. As a result, from September 11, 2014 to December 31, 2015, the Company (i) excluded 4,000,000 shares of common stock issuable upon exercise of the GE Warrant from the weighted average number of shares outstanding in the basic net loss per share calculations, and (ii) included the remaining 1,000,000 shares of common stock issuable upon exercise of the GE Warrant in the weighted-average number of shares outstanding in the basic and diluted net loss per share calculations, as 500,000 shares became exercisable in 2012 upon the execution of the associated Credit Agreement, as defined and described in Note 10 and an additional 500,000 shares became exercisable on December 31, 2014 in connection with an amendment to the Credit Agreement executed on December 29, 2014. On December 31, 2015, the Company terminated the Credit Agreement. As a result of this termination and as of it effective date, 4,000,000 shares subject to the GE Warrant that were not then vested became incapable of vesting because the vesting conditions relating to these shares could not occur following such termination and, accordingly, the GE Warrant effectively became exercisable for the 1,000,000 shares that were then vested. On October 4, 2016, the holders of the GE Warrant exercised the warrant to purchase the 1,000,000 shares of common stock that were vested and exercisable thereunder pursuant to the cashless exercise provisions thereof, which resulted in the Company's issuance of 997,740 shares of common stock to such holders. Following such exercise, the GE Warrant has been surrendered and canceled in full and the Company has no further obligations under such GE Warrant. Foreign Currency Translation The Company uses the local currency as the functional currency of its foreign subsidiaries. Accordingly, all assets and liabilities outside the United States are translated into U.S. dollars at the rate of exchange in effect at the balance sheet date. Revenue and expense items are translated at the weighted-average exchange rates prevailing during the period. Foreign currency translation adjustments are recorded as accumulated other comprehensive income (loss) in stockholders' equity. Foreign currency transactions occur when there is a transaction denominated in other than the respective entity's functional currency. The Company records the changes in the exchange rate for these transactions in the consolidated statements of operations. For the years ended December 31, 2014 , 2015 and 2016 , foreign exchange transaction gains and (losses) were included in other income (expense) in the accompanying consolidated statements of operations and were $(3,188) , $975 and $132 , respectively. Comprehensive Loss Comprehensive loss is defined as the change in equity (net assets) of a business enterprise during the period from transactions and other events and circumstances from non-owner sources. The difference between net income and comprehensive loss for the years ended December 31, 2014 , 2015 and 2016 was primarily comprised of the Company's foreign currency translation adjustments. During 2014, the Company converted a long-term equity intra-entity investment to equity and the related translation adjustments were reclassified to additional paid-in capital. Concentration of Credit Risk Credit is extended to all customers based on financial condition, and collateral is generally not required. Concentrations of credit risk with respect to trade receivables are limited because of the large number of customers comprising the Company's customer base and dispersion across many different industries and geographies. Certain international customers, however, have historically been slower to pay on trade receivables. Accordingly, the Company continually monitors collections and payments from its customers and maintains a provision for estimated credit losses based upon its historical experience and any specific customer collection issues that it has identified. In addition, through Export Development Canada, Clean Energy Compression maintains accounts receivable insurance on a substantial portion of its foreign trade receivables, which covers up to 90% of the related outstanding balance. Although credit losses have historically been within the Company's expectations and the provisions established, the Company cannot guarantee that it will continue to experience the same credit loss rates that it has in the past. The Company places its cash and cash equivalents with high credit quality financial institutions. At times, such investments may be in excess of the Federal Deposit Insurance Corporation ("FDIC"), Canadian Deposit Insurance Corporation ("CDIC"), and other foreign insurance limits. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. The amounts in excess of FDIC insurance limits were $40,691 and $34,439 as of December 31, 2015 and 2016 , respectively. Recently Adopted Accounting Changes and Recently Issued and Adopted Accounting Standards In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The new standard eliminates the requirement to determine the fair value of individual assets and liabilities of a reporting unit to measure goodwill impairment. Under the amendments in the new ASU, goodwill impairment testing will be performed by comparing the fair value of the reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The new standard is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019, which for the Company is the first quarter of 2020 and should be applied on a prospective basis. Early adoption is permitted for annual or interim goodwill impairment testing performed after January 1, 2017. The Company will evaluate the impact this ASU will have on its consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The new standard provides guidance to entities to assist with evaluating when a set of transferred assets and activities (collectively, the "set") is a business and provides a criteria to determine when a set is not a business. Under the new guidance, when substantially all of the fair value of gross assets acquired (or disposed of) is concentrated in a single identifiable asset, or group of similar assets, the assets acquired would not represent a business. Also, to be considered a business, an acquisition would have to include an input and a substantive process that together significantly contribute to the ability to produce outputs. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, which for the Company is the first quarter of 2018 and should be applied on a prospective basis to any transactions occurring within the period of adoption. Early adoption |
Acquisitions and Divestitures
Acquisitions and Divestitures | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | Acquisitions and Divestitures NG Advantage On October 14, 2014, the Company entered into a Common Unit Purchase Agreement ("UPA") with NG Advantage. NG Advantage is engaged in the business of transporting CNG in high-capacity trailers to industrial and institutional energy users, such as hospitals, food processors, manufacturers and paper mills, that do not have direct access to natural gas pipelines. The Company viewed the acquisition as a strategic investment in the expansion of the Company's initiative to deliver natural gas to industrial and institutional energy users. Under the terms of the UPA, the Company paid NG Advantage $37,650 for a 53.3% controlling interest in NG Advantage. $19,000 of the purchase price was paid in cash on October 14, 2014 and the remaining $18,650 of the purchase price was paid in the form of an unsecured promissory note issued by the Company (the "NG Advantage Note"). The principal amount of the NG Advantage Note was paid by the Company in two payments as follows: (i) $3,000 was paid on January 13, 2015 and (ii) the remaining $15,650 was paid on April 1, 2015. The NG Advantage Note did not bear interest. The fair value of the NG Advantage Note delivered to NG Advantage is excluded from the Company's consolidated statements of cash flows as it is a non-cash investing activity. The consideration paid is accounted for as an intercompany transaction, as NG Advantage's financial results are included in the Company's consolidated financial statements. The Company recognized the assets acquired and the liabilities assumed, measured at their fair values, as of the date of acquisition. The following table summarizes the allocation of the aggregate purchase price to the fair value of the assets acquired and liabilities assumed: Current assets $ 40,558 Property, plant and equipment 20,862 Other long-term assets 5,115 Identifiable intangible assets 5,600 Goodwill 21,070 Total assets acquired 93,205 Current liabilities assumed (9,165 ) Long-term debt including capital leases assumed, excluding current installments (17,604 ) Other liabilities (711 ) Noncontrolling interest (28,075 ) Total purchase price $ 37,650 In connection with its purchase of a controlling interest in NG Advantage, the Company assumed debt of $20,439 on a consolidated basis related to purchases of capital assets and working capital needs. Immediately after the Company's purchase of the controlling interest, $10,361 of such debt was paid with proceeds of the Company's investment in NG Advantage, and the related debt instruments were canceled. Management allocated $5,600 of the purchase price to the identifiable intangible assets related to customer relationships and trade names that were acquired with the acquisition. The fair value of the identifiable intangible assets will be amortized on a straight-line basis over the estimated useful lives of such assets ranging from four to seven years . The excess of the purchase price over the fair value of net assets acquired was allocated to goodwill, which primarily represents additional market share available to the Company as a result of the acquisition, and is not deductible for income tax purposes. Management determined the fair value of the noncontrolling interest to be $28,075 using a market approach and using inputs that included use of a comparable transaction to calculate the value of the noncontrolling interest adjusted for a control premium. The results of NG Advantage's operations have been included in the Company's consolidated financial statements since October 14, 2014. The Company recorded a loss from the noncontrolling interest of $1,200 , $1,216 and $1,571 for the years ended December 31, 2014 , 2015 and 2016 , respectively. The noncontrolling interest was $26,393 and $24,822 as of December 31, 2015 and 2016 , respectively. For the year ended December 31, 2016 , NG Advantage purchased assets for $1,550 . DCE and DCEMB On September 4, 2014, Mavrix, LLC ("Mavrix"), a wholly owned subsidiary of the Company, sold to Cambrian Energy McCommas Bluff III LLC ("Cambrian") 19% of its then 70% interest in Dallas Clean Energy, LLC ("DCE"). On December 29, 2014, Mavrix entered into a Membership Interest Purchase Agreement (the "Agreement") with Cambrian, pursuant to which Mavrix sold to Cambrian its entire remaining 51% interest in DCE. DCE owns all of the equity interests in DCEMB, which owns a RNG extraction and processing project at the McCommas Bluff landfill in Dallas, Texas. As consideration for the sale of DCE, the Company, through Mavrix, received $6,992 in cash in September 2014, $40,588 in cash in December 2014 and $1,118 in cash in September 2015 due to the results of certain performance tests performed at the McCommas Bluffs project in accordance with the terms of the Agreement. The Company continues to have the right to market and sell biomethane produced at the McCommas Bluff project under its Redeem™ renewable natural gas vehicle fuel brand. The transaction resulted in a total gain of $12,935 , comprised of $11,998 and $937 that was recorded in gain from sale of subsidiary in the Company's statements of operations for the years ended December 31, 2014 and 2015, respectively. Included in the determination of the total gain is goodwill that was allocated to the disposed business based on the relative fair values of the business disposed and the portion of the reporting unit that was retained. The Company determined that the disposal did not meet the definition of a discontinued operation as the disposal did not represent a significant disposal nor was the disposal a strategic shift in the Company's strategy. |
Restricted Cash
Restricted Cash | 12 Months Ended |
Dec. 31, 2016 | |
Cash and Cash Equivalents [Abstract] | |
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 as of December 31, 2015 and 2016 consisted of the following: December 31, 2015 December 31, 2016 Short-term restricted cash: Standby letters of credit $ 1,631 $ 1,753 Canton Bonds (see Note 10) 2,609 3,665 Held in escrow — 1,578 Total short-term restricted cash $ 4,240 $ 6,996 |
Investments
Investments | 12 Months Ended |
Dec. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Available-for-sale securities 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 securities 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 securities for other-than-temporary declines in fair value below their cost basis each quarter and whenever events or changes in circumstances indicate that the cost basis of an asset may not be recoverable. This evaluation is based on a number of factors, including the length of time and the extent to which the fair value has been below its cost basis and adverse conditions related specifically to the security, including any changes to the credit rating of the security. As of December 31, 2016 , the Company believes its carrying values for its available-for-sale securities are properly recorded. Short-term investments as of December 31, 2015 consisted of the following: Amortized Gross Estimated 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 Total short-term investments $ 103,029 $ (85 ) $ 102,944 Short-term investments as of December 31, 2016 consisted of the following: Amortized Gross Estimated Municipal bonds & notes $ 8,791 $ (4 ) $ 8,787 Corporate bonds 21,517 (7 ) 21,510 Certificate of deposits 43,421 — 43,421 Total short-term investments $ 73,729 $ (11 ) $ 73,718 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company follows the authoritative guidance for fair value measurements with respect to assets and liabilities that are measured at fair value on a recurring basis and non-recurring 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 December 31, 2016 , the Company's financial instruments consisted of available-for-sale securities, debt instruments and liability-classified 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 option pricing model to estimate the fair value based on inputs that are not observable in any market. The fair values of the Company's debt instruments approximated their carrying values as of December 31, 2015 and 2016 . See Note 10 for further information about the Company's debt instruments. There were no transfers of assets between Level 1, Level 2 or Level 3 of the fair value hierarchy as of as of December 31, 2015 and December 31, 2016 , respectively. 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 December 31, 2016 , respectively: Description Balance at December 31, 2015 Level 1 Level 2 Level 3 Assets: Available-for-sale securities(1): Municipal bonds and notes $ 16,790 $ — $ 16,790 $ — Zero coupon bonds 499 — 499 — Corporate bonds 37,104 — 37,104 — Certificate of deposits 48,551 — 48,551 — Liabilities: Warrants(2) 632 — — 632 Description Balance at December 31, 2016 Level 1 Level 2 Level 3 Assets: Available-for-sale securities(1): Municipal bonds and notes $ 8,787 $ — $ 8,787 $ — Corporate bonds 21,510 — 21,510 — Certificate of deposits 43,421 — 43,421 — Liabilities: Warrants(2) 581 — — 581 _______________________________________________________________________________ (1) Included in short-term investments in the consolidated balance sheets. See Note 4 for further information. (2) Included in accrued liabilities and other long-term liabilities in the consolidated balance sheets. The following tables provide a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis in the tables above that used significant unobservable inputs (Level 3). Liabilities: Warrants 2015 2016 Beginning Balance $ 2,046 $ 632 Gain included in earnings (1,414 ) (51 ) Ending Balance $ 632 $ 581 |
Other Receivables
Other Receivables | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Other Receivables | Other Receivables Other receivables as of December 31, 2015 and 2016 consisted of the following: 2015 2016 Loans to customers to finance vehicle purchases $ 10,531 $ 7,416 Accrued customer billings 7,106 4,308 Fuel tax credits 40,730 6,358 Other 2,300 3,852 Total other receivables $ 60,667 $ 21,934 |
Land, Property and Equipment
Land, Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Land, Property and Equipment | Land, Property and Equipment Land, property and equipment as of December 31, 2015 and 2016 consisted of the following: 2015 2016 Land $ 2,858 $ 2,858 LNG liquefaction plants 94,634 94,634 RNG plants 46,397 47,545 Station equipment 316,258 341,605 Trailers 50,414 54,985 Other equipment 83,687 93,118 Construction in progress 139,586 117,662 733,834 752,407 Less accumulated depreciation (217,510 ) (268,484 ) Total land, property and equipment, net $ 516,324 $ 483,923 Included in the land, property and equipment are capitalized software costs of $22,886 and $25,728 as of December 31, 2015 and 2016 , respectively. The accumulated amortization on the capitalized software costs is $13,793 and $17,237 as of December 31, 2015 and 2016 , respectively. The Company recorded $2,993 , $3,053 and $3,444 of amortization expense related to the capitalized software costs during the years ended December 31, 2014 , 2015 and 2016 , respectively. As of December 31, 2015 and 2016 , $5,955 and $4,053 , 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 consolidated statements of cash flows as they are non-cash investing activities. |
Investment in Other Entities
Investment in Other Entities | 12 Months Ended |
Dec. 31, 2016 | |
Investments, All Other Investments [Abstract] | |
Investment in Other Entities | Investment in Other Entities In November 2016, the Company, through its wholly owned subsidiary, Clean Energy Renewables ("Renewables"), entered into agreements to form joint ventures with Aria Energy Operating LLC ("Aria"), a developer of RNG production facilities, to develop RNG production facilities at a Republic Services landfill in Oklahoma City, Oklahoma and an Advanced Disposal landfill near Atlanta, Georgia. These joint ventures are referred to as the "RNG Ventures." Renewables and Aria each have a 50% ownership interest in the RNG Ventures and, subject to certain conditions, are each responsible for 50% of the costs of developing the RNG production facilities that are owned by the RNG Ventures. Additionally, Renewables has the exclusive right to purchase 100% of the RNG that will be produced by these facilities for the vehicle fuels market. The Company accounts for its interest in the RNG Ventures using the equity method of accounting as the Company has the ability to exercise significant influence over these operations. As of December 31, 2016 , the Company had an investment balance of $833 in the RNG Ventures. On September 16, 2014, the Company formed a joint venture with Mansfield Ventures LLC (“Mansfield Ventures”) called Mansfield Clean Energy Partners LLC ("MCEP"), which is designed to provide natural gas fueling solutions to bulk fuel haulers in the United States. The Company and Mansfield Ventures each have a 50% ownership interest in MCEP. The Company accounts for its interest in MCEP using the equity method of accounting as the Company has the ability to exercise significant influence over MCEP's operations. The Company recorded a loss from this investment of $490 , $815 and $22 for the years ended December 31, 2014 , 2015 and 2016 , respectively. Additionally, during the year ended December 31, 2016 , the Company received a return of capital of $3,031 with no change in ownership interest. The Company has an investment balance of $4,695 and $1,642 as of December 31, 2015 and 2016 , respectively. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities as of December 31, 2015 and 2016 consisted of the following: 2015 2016 Accrued alternative fuels incentives (1) 15,651 9,840 Accrued employee benefits 3,042 4,317 Accrued interest 3,718 1,849 Accrued gas and equipment purchases 14,133 11,657 Accrued property and other taxes 5,344 4,572 Salaries and wages 9,537 12,293 Other 7,657 8,073 Total accrued liabilities $ 59,082 $ 52,601 (1) Includes VETC and tradable RINs and LCFS Credits (discussed in Note 1 ) payable to third parties. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt and capital lease obligations as of December 31, 2015 and 2016 consisted of the following and are further discussed below: December 31, 2015 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 December 31, 2016 Principal Balances Unamortized Debt Financing Costs Balance, Net of Financing Costs 7.5% Notes (1) 150,000 274 $ 149,726 5.25% Notes 110,450 1,088 $ 109,362 PlainsCapital Bank Credit Facility 23,500 — 23,500 Canton Bonds 9,520 373 $ 9,147 Capital lease obligations 6,028 — $ 6,028 Other debt 14,850 237 $ 14,613 Total debt and capital lease obligations 314,348 1,972 312,376 Less amounts due within one year (6,126 ) (183 ) (5,943 ) Total long-term debt and capital lease obligations $ 308,222 $ 1,789 $ 306,433 (1) Includes 7.5% $65,000 in principal amount held by T. Boone Pickens ("Pickens") as of December 31, 2016, which is classified as “Long-term debt, related party” on the consolidated balance sheets. See the description below for additional information. The following is a summary of the aggregate maturities of debt and capital lease obligations for each of the years ending December 31, as of December 31, 2016: 2017 2018 2019 2020 2021 Thereafter 7.5% Notes (1) — 50,000 50,000 50,000 — — 5.25% Notes — 110,450 — — — — PlainsCapital Bank Credit Facility — 23,500 — — — — Canton Bonds 1,420 1,460 1,555 1,665 1,695 1,725 Capital lease obligations 1,890 1,569 1,568 462 265 274 Other debt 2,816 2,667 2,370 2,507 2,036 2,454 Total $ 6,126 $ 189,646 $ 55,493 $ 54,634 $ 3,996 $ 4,453 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 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"), 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 holders 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 "2013 Advance"). In addition, the Company canceled the existing CHK Notes and issued replacement notes and the Company also issued notes to the Buyers in exchange for the 2013 Advance (the replacement notes and the notes issued in exchange for the 2013 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 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, each holder of a 7.5% Note has the right to exchange all or any portion of the principal and accrued and unpaid interest under its 7.5% Notes 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 issuance and the Company may repay each 7.5% Note at maturity in shares of its common stock (with a value determined by the per share volume weighted-average price for the 20 trading days prior to the maturity date) 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 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 have occurred as of December 31, 2016 . On August 27, 2013, Green Energy Investment Holdings, LLC transferred $5,000 in principal amount of the 7.5% Notes to certain third parties. As a result of the foregoing transactions, as of December 31, 2016 , (i) Pickens held 7.5% Notes in the aggregate principal amount of $65,000 , (ii) Green Energy Investment Holdings, LLC held 7.5% Notes in the aggregate principal amount of $80,000 and (iii) other third parties held 7.5% Notes in the aggregate principal amount of $5,000 . 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"), pursuant to which 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. On February 29, 2016, and pursuant to the consent of the holders of the SLG Notes, the Company prepaid in cash an aggregate of $60,000 in principal amount and $1,812 in accrued and unpaid interest owed under the SLG Notes. On July 14, 2016, the Company entered into separate privately negotiated exchange agreements with each holder of an SLG Note to exchange the outstanding principal amount of the SLG Notes, totaling $85,000 for all SLG Notes and all accrued and unpaid interest thereon, totaling $248 for all SLG Notes, for an aggregate of 14,000,000 shares of the Company's common stock and $38,155 in cash. The value of the shares of the Company's common stock issued to the holders of the SLG Notes in the exchange has been excluded from the Company's consolidated statements of cash flows, as it is a non-cash financing activity. The Company recognized a loss of $891 for the year ended December 31, 2016 related to the exchange of the SLG Notes for the Company's common stock. The repurchased and exchanged SLG Notes have been surrendered and canceled in full and the Company has no further obligations under 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 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 5.25% Notes (which is equivalent to an initial conversion price of approximately $15.60 per share of the Company's common stock). The conversion rate is subject to adjustment upon the occurrence of certain specified events as described in the Indenture. Upon the occurrence of certain corporate events prior to the maturity date of the 5.25% Notes, the Company will, in certain circumstances, in addition to delivering the number of shares of the Company's common stock deliverable upon conversion of the 5.25% Notes based on the conversion rate then in effect (together with a cash payment in lieu of any fractional shares), pay holders that convert their 5.25% Notes, a cash make-whole payment in an amount as described in the Indenture. The Company may, at its option, irrevocably elect to settle its obligation to pay any such make-whole payment in shares of its common stock instead of in cash. The amount of any make-whole payment, whether it is settled in cash or in shares of the Company's common stock upon the Company's election, will be determined based on the date on which the corporate event occurs or becomes effective and the stock price paid (or deemed to be paid) per share of the Company's common stock in the corporate event, as described in the Indenture. The Company may not redeem the 5.25% Notes prior to October 5, 2016. On or after October 5, 2016, the Company may, at its option, redeem for cash all or any portion of the 5.25% Notes if the closing sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which notice of redemption is provided, exceeds 160% of the conversion price on each applicable trading day. In the event of the Company's redemption of the 5.25% Notes, the redemption price will equal 100% of the principal amount of the 5.25% Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for in the 5.25% Notes. If the Company undergoes a fundamental change (as defined in the Indenture) prior to the maturity date of the 5.25% Notes, subject to certain conditions as described in the Indenture, holders may require the Company to purchase, for cash, all or any portion of their 5.25% Notes at a repurchase price equal to 100% of the principal amount of the 5.25% Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change purchase date. The Indenture contains customary events of default with customary cure periods, including, without limitation, failure to make required payments or deliveries of shares of 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 December 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. For the year ended December 31, 2016 , the Company paid an aggregate of $84,344 in cash to repurchase and retire $114,550 in aggregate principal amount of the 5.25% Notes, together with $1,546 in accrued and unpaid interest thereon. Additionally, pursuant to a privately negotiated exchange agreement with certain holders of the 5.25% Notes, on May 4, 2016, the Company issued 6,265,829 shares of its common stock in exchange for an aggregate principal amount of $25,000 of 5.25% Notes held by such holders and accrued and unpaid interest thereon. The value of the shares of the Company's common stock issued to the holders of the 5.25% Notes in the exchange has been excluded from the Company's consolidated statements of cash flows as it is a non-cash financing activity. The Company's repurchase and exchange of 5.25% Notes for the year ended December 31, 2016 resulted in a total gain of $35,239 recorded during the period. All repurchased and exchanged 5.25% Notes have been surrendered to the trustee for such notes and canceled in full and the Company has no further obligations under such notes. 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”). Simultaneously, the Company drew down $50,000 under this Credit Facility, which the Company repaid in full on August 31, 2016. On October 31, 2016 the LSA was amended solely to extend the Credit Facility's maturity date from February 28, 2017 to September 30, 2018. On December 22, 2016, the Company drew down $23,500 under the Credit Facility, which remained outstanding on December 31, 2016. 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 the Company's 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 of the Company 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. The Company had $23,500 outstanding under the Credit Facility as of December 31, 2016 and no events of default under the Plains Loan Documents had occurred as of December 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 the issuance were loaned by the Issuer to Canton pursuant to a loan agreement that became effective on March 19, 2014 (the "Loan Agreement"). The 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 Canton'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, among other things, accelerate all amounts due under the Loan Agreement. No events of default under the Loan Agreement have occurred as of December 31, 2016 . Other Debt The Company has other debt due at various dates through 2023 bearing interest at rates up to 21.5% and with a weighted average interest rate of 6.35% and 5.00% as of December 31, 2015 and 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 ("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"). The Credit Agreement included a commitment fee on the unutilized loan amounts of 0.5% per annum, which was $1,014 for each of the years ended December 31, 2014 and 2015 and was charged to interest expense in the consolidated statements of operations. 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 12 for further information. On December 29, 2014, the Borrowers and GE entered into an amendment to the Credit Agreement providing, among other things, that (i) the Credit Agreement would terminate if the initial loans under the Credit Agreement (collectively, "Loans") for the Projects were not made prior to December 31, 2016 (rather than December 31, 2015, as the Credit Agreement originally provided), (ii) each Project was required to be completed by the earlier of (a) the date that is 30 months after the funding of the initial Loans with respect to such Project and (b) December 31, 2018 (rather than December 31, 2016, as the Credit Agreement originally provided), and (iii) prior to the funding of the Loans, the Borrowers were required to enter into agreements with GE Oil & Gas, Inc. relating to the purchase of equipment for the Projects. On December 31, 2015, the Company terminated the Credit Agreement and all related documents except for the GE Warrant, which effectively became exercisable for only 1,000,000 shares because the vesting conditions relating to the other 4,000,000 shares subject to the GE Warrant could not occur following such termination. See Note 12 for further information about the GE Warrant. 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 removed from the balance sheet and a non-cash charge totaling $54,925 was recorded in interest expense in the fourth quarter of 2015. December 2014 Termination of Mavrix Note On April 25, 2013, Mavrix entered into a note purchase agreement (the “NPA”) with Massachusetts Mutual Life Insurance (the “Note Purchaser”) and issued to the Note Purchaser a secured multi draw promissory note (the “Mavrix Note”) in the maximum aggregate principal amount of $30,000 . The Note Purchaser funded $15,000 under the Mavrix Note during 2013. In connection with the Company’s sale of its interests in DCE and DCEMB, on December 29, 2014, Mavrix paid $13,594 to the Note Purchaser as payment in full of all outstanding indebtedness under the NPA and the Mavrix Note. Such amount includes approximately $750 as payment of an early termination fee required pursuant to the terms of the NPA and the Mavrix Note. Concurrently with such payment, the NPA, the Mavrix Note and all other documents related thereto were terminated in full. |
Derivative Transactions
Derivative Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Transactions | Derivative Transactions The Company had no commodity futures contracts or forward exchange contracts outstanding during the years ended December 31, 2015 and 2016 , respectively. The Company marks-to-market its open futures positions and forward exchange contracts at the end of each period and records the net unrealized gain or loss during the period in derivative (gains) losses in the consolidated statements of operations or in accumulated other comprehensive income (loss) in the consolidated balance sheets in accordance with the applicable accounting guidance. During the year ended December 31, 2014 , the Company recorded unrealized gains of $108 in other comprehensive income (loss) related to its futures contracts and recognized a loss of $65 in cost of sales in the accompanying consolidated statements of operations related to its futures contracts that were settled during the year. This amount was reclassified from accumulated other comprehensive income (loss). |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders' Equity Authorized Shares The Company's certificate of incorporation authorizes the issuance of two classes of capital stock designated as common stock and preferred stock, each having $0.0001 par value per share. As of December 31, 2016 , the Company was authorized to issue 225,000,000 shares, of which 224,000,000 shares are designated common stock and 1,000,000 shares are designated preferred stock. Dividend Provisions The Company did not declare or pay any dividends during the years ended December 31, 2014 , 2015 or 2016 . Voting Rights Each holder of common stock has the right to one vote per share owned on matters presented for stockholder action. Issuance of Common Stock and Warrants Series I Warrants In November 2008, the Company issued to certain investors 4,419,192 Series I Warrants to purchase up to 3,314,394 shares of common stock. The Series I Warrants became exercisable beginning six months from the date of issuance, had a term of seven years from the date they became exercisable, and carried an exercise price of $12.54 per share. All outstanding Series I Warrants expired in April 2016. GE Warrant Concurrently with the execution of the Credit Agreement on November 7, 2012, the Company issued to GE the GE Warrant, which entitled GE to purchase up to 5,000,000 shares of the Company's common stock at a price per share of $0.01 . The Company terminated the Credit Agreement on December 31, 2015 and as a result, 4,000,000 shares subject to the GE Warrant could not become exercisable because the vesting conditions relating to these shares could not occur following such termination. On October 4, 2016, the holders of the GE Warrant exercised the warrant to purchase the 1,000,000 shares of common stock that were vested and exercisable thereunder pursuant to the cashless exercise provisions thereof, which resulted in the Company's issuance of 997,740 shares of common stock to such holders. Following such exercise, the GE Warrant has been surrendered and canceled in full and the Company has no further obligations under the GE Warrant. The Company measured the fair value of the original 5,000,000 shares subject to the GE Warrant at $56,158 and recorded the amount in additional paid-in-capital and other long-term assets as a deferred financing cost. The fair value of the 1,000,000 shares that remained exercisable under the GE Warrant following the termination of the Credit Agreement were being amortized over the estimated term of the Credit Agreement on the straight-line basis. The issuance of the GE Warrant is not included in the consolidated statements of cash flows as it is a non-cash financing activity. In connection with 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 consolidated balance sheets in full through a non-cash charge to the consolidated statement of operations, reported in interest expense, of $54,925 in the fourth quarter of 2015. See Note 10 for further information. At-The-Market Offering Program On November 11, 2015, the Company entered into an equity distribution agreement with Citigroup Global Markets Inc. ("Citigroup") as sales agent and/or principal, pursuant to which the Company may issue and sell, from time to time, through or to Citigroup, shares of the Company's common stock having an aggregate offering price of up to $75,000 in an “at-the-market” offering program (the “ATM Program”). On September 9, 2016, the Company entered into an amended and restated equity distribution agreement with Citigroup for the primary purpose of increasing from $75,000 to $110,000 , the aggregate offering price of shares of common stock available for issuance and sale in the ATM Program. On December 21, 2016, the Company entered into a second amended and restated equity distribution agreement with Citigroup, for the primary purpose of increasing from $110,000 to $200,000 , the aggregate offering price of shares of common stock available for issuance and sale in the ATM program. The following table summarizes the activity under the ATM Program for the periods presented: Year ended December 31, Year ended December 31, (in 000s, except for per-share amounts) 2015 2016 Gross proceeds $ 6,943 $ 103,591 Fees and issuance costs $ 493 $ 2,612 Net proceeds $ 6,450 $ 100,979 Shares issued 1,561,902 31,064,434 Other As of December 31, 2016 , third parties held outstanding warrants, which expire in 2020, to purchase equity interests in NG Advantage. Such warrants allow the purchase of up to 127,200 NG Advantage common units and are accounted for as liability-classified warrants. The fair value was $561 and $581 as of December 31, 2015 and 2016 , respectively (see Note 5 for additional information) and the gain (loss) from the change in fair value was $0 , $69 and $(21) for the years ended December 31, 2014 , 2015 and 2016 , respectively. 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 consolidated statements of operations: Years Ended December 31, 2014 2015 2016 Stock-based compensation expense, net of $0 tax in 2014, 2015 and 2016 $ 11,514 $ 10,779 $ 8,092 Equity Incentive Plans In December 2002, the Company adopted its 2002 Stock Option Plan ("2002 Plan"). In December 2006, the Company adopted its 2006 Equity Incentive Plan ("2006 Plan"), which became effective on May 24, 2007, the date the Company completed its initial public offering of common stock. The 2002 Plan became unavailable for new awards upon the effectiveness of the 2006 Plan. Unissued awards under the 2002 Plan are available for future grant under the 2006 Plan. If any outstanding option under the 2002 Plan expires or is canceled, the shares allocable to the unexercised portion of that option will be added to the share reserve under the 2006 Plan and will be available for grant under the 2006 Plan. In May 2016, the Company adopted its 2016 Performance Incentive Plan ("2016 Plan"), which became effective on May 26, 2016, the date of approval of the 2016 Plan by the Company's stockholders. The 2006 Plan became unavailable for new awards upon the effectiveness of the 2016 Plan. Unissued awards under the 2002 and 2006 Plans are not available for future grant under the 2016 Plan. If any outstanding award under the 2002 and 2006 Plans expires or is canceled, the shares allocable to the unexercised portion of that award will be added to the share reserve under the 2016 Plan and will be available for grant under the 2016 Plan. As of December 31, 2016 , the Company had 6,112,582 shares available for future grant under the 2016 Plan. Stock Options The following table summarizes the Company's stock option activity: Number of Weighted Weighted Aggregate Options Outstanding as of December 31, 2013 11,526,998 $ 11.79 Granted 957,000 10.23 Exercised (468,279 ) 3.78 Forfeited or Expired (529,418 ) 13.40 Options Outstanding as of December 31, 2014 11,486,301 $ 11.91 Granted 1,415,200 5.39 Exercised (608,279 ) 2.96 Forfeited or Expired (805,284 ) 14.04 Options Outstanding as of December 31, 2015 11,487,938 $ 11.44 Granted 284,750 3.63 Exercised — — Forfeited or Expired (304,892 ) 11.30 Options Outstanding as of December 31, 2016 11,467,796 $ 11.25 3.99 — Options Exercisable as of December 31, 2016 10,176,324 $ 11.96 3.41 — Options Vested and Expected to Vest as of December 31, 2016 11,351,637 $ 11.30 3.88 — As of December 31, 2016 , there was $2,794 of total unrecognized compensation cost related to unvested shares underlying outstanding stock options. That cost is expected to be expensed over a remaining weighted average period of 1.68 years. The total fair value of shares vested during the year ended December 31, 2016 was $2,544 . The intrinsic value of all stock options exercised during the year ended December 31, 2014 , 2015 and 2016 was $2,568 , $2,197 and $0 respectively. The fair value of each stock option granted was estimated as of the date of grant using the Black-Scholes option pricing model and using the following assumptions: Years Ended December 31, 2014 2015 2016 Dividend yield 0.0% 0.0% 0.0% Expected volatility 52.3% to 67.0% 59.2% to 72.0% 61.1% to 70.8% Risk-free interest rate 1.1% to 1.8% 1.7% to 1.8% 1.2% to 2.0% Expected life in years 6.0 6.0 6.0 The weighted-average grant date fair values of stock options granted during the years ended December 31, 2014 , 2015 and 2016 , were $ 5.32 , $3.29 and $2.30 , respectively. The volatility amounts used were estimated based on the Company's historical and implied volatility of its traded options. The expected lives used were based on historical exercise periods and the Company's anticipated exercise periods for its outstanding stock options. The risk free interest rates used were based on the U.S. Treasury yield curve for the expected life of the stock options at the time of grant. The Company recorded $7,286 , $5,195 and $2,561 of stock option expense during the years ended December 31, 2014 , 2015 and 2016 , respectively. The Company has not recorded any tax benefit related to its stock option expense. Market-Based Performance Restricted Stock Units The Company granted 2,034,500 market-based performance restricted stock units ("Market-Based RSUs") to certain key employees during 2012 and 2014 . A holder of Market-Based RSUs will receive one share of the Company's common stock for each Market-Based RSU held if (x) between two years and four years from the date of grant of the Market-Based RSU, the closing price of the Company's common stock equals or exceeds, for twenty consecutive trading days, 135% of the closing price of the Company's common stock on the Market-Based RSU grant date (the "Stock Price Condition") and (y) the holder is employed by the Company at the time the Stock Price Condition is satisfied. If the Stock Price Condition is not satisfied prior to four years from the date of grant, the Market-Based RSUs are automatically forfeited. As a result, as of December 31, 2016 , Market-Based RSUs granted in January and May 2012 and entitling the holders to receive 1,605,500 shares of the Company’s common stock had been forfeited for failure to satisfy the applicable Stock Price Condition. The Market-Based RSUs are subject to the terms and conditions of the 2006 Plan and a Notice of Grant of Restricted Stock Unit and Restricted Stock Unit Agreement. The following table summarizes the Company's Market-Based RSU activity: Number of Weighted Weighted RSU Outstanding as of December 31, 2013 1,545,000 $ 11.42 Granted 489,500 8.26 Vested — — Forfeited or Expired (265,500 ) 10.62 RSU Outstanding as of December 31, 2014 1,769,000 $ 10.67 Granted — — Vested — — Forfeited or Expired — — RSU Outstanding as of December 31, 2015 1,769,000 $ 10.67 Granted — — Vested — — Forfeited or Expired (1,340,000 ) 11.44 RSU Outstanding and Unvested as of December 31, 2016 429,000 $ 8.26 1.09 RSU Expected to Vest as of December 31, 2016 — — 0.00 As of December 31, 2016 , there was $0 of total unrecognized compensation cost related to unvested shares underlying outstanding Market-Based RSUs. The Company recorded $2,556 , $1,770 and $169 of expense during the years ended December 31, 2014 , 2015 and 2016 , respectively, related to the Market-Based RSUs. The Company has not recorded any tax benefit related to its Market-Based RSU expense. Service-Based Restricted Stock Units The Company has granted service-based restricted stock units ("Service-Based RSUs") to key employees that vest annually over the three years following the date of grant at a rate of 34% , 33% and 33% , respectively, if the holder is in service to the Company at each vesting date. The Service-Based RSUs are subject to the terms and conditions of the 2006 and 2016 Plans and a Notice of Grant of Restricted Stock Unit and Restricted Stock Unit Agreement. The following table summarizes the Company's Service-Based RSU activity: Number of Weighted Weighted RSU Outstanding as of December 31, 2013 45,836 $ 13.09 Granted 792,500 5.54 Vested (15,584 ) 13.09 Forfeited or expired — — RSU Outstanding as of December 31, 2014 822,752 $ 5.82 Granted 1,167,750 5.38 Vested (283,726 ) 5.94 Forfeited or expired (56,000 ) 5.57 RSU Outstanding as of December 31, 2015 1,650,776 $ 5.50 Granted 850,125 3.63 Vested (726,687 ) 5.53 Forfeited or expired (130,910 ) 4.91 RSU Outstanding and Unvested as of December 31, 2016 1,643,304 $ 4.56 1.19 RSU Expected to Vest as of December 31, 2016 1,545,222 $ 4.56 0.99 As of December 31, 2016 , there was $5,799 of total unrecognized compensation cost related to unvested shares underlying outstanding Service-Based RSUs. That cost is expected to be expensed over a remaining weighted average period of 1.21 years. The Company recorded $365 , $2,622 and $4,395 of expense during the years ended December 31, 2014 , 2015 and 2016 , respectively, related to the Service-Based RSUs. The Company has not recorded any tax benefit related to its Service-Based RSU expense. The fair value of each Service-Based RSU granted during the year ended December 31, 2016 was estimated using the closing stock price of the Company's common stock on the date of grant. Employee Stock Purchase Plan On May 7, 2013, the Company adopted an employee stock purchase plan (the "ESPP"), pursuant to which eligible employees may purchase shares of the Company's common stock at 85% of the fair market value of the common stock on the last trading day of two consecutive, non-concurrent offering periods each year. The Company has reserved 2,500,000 shares of its common stock for issuance under the ESPP, and the first offering period under the ESPP commenced on September 1, 2013. The Company recorded $67 , $50 and $51 of expense related to the ESPP during the years ended December 31, 2014 , 2015 and 2016 , respectively. The Company has not recorded any tax benefits related to its ESPP expense. As of December 31, 2016 , the Company had issued an aggregate of 199,884 shares pursuant to the ESPP. Non-Qualified Non-Public Subsidiary Unit Options In September 2013, the Company's wholly owned subsidiary Renewables adopted a unit option plan (the "Clean Energy Renewables Plan"). 150,000 Class B units representing membership interests in Renewables were initially reserved for issuance under the Clean Energy Renewables Plan. The following table summarizes Renewables' unit option activity: Number of Weighted Weighted Aggregate Options Outstanding as of December 31, 2013 115,000 $ 40.80 Options granted — — Options exercised — — Options forfeited or expired — — Options Outstanding as of December 31, 2014 115,000 $ 40.80 Options granted — — Options exercised — — Options forfeited or expired (7,000 ) 40.80 Options Outstanding as of December 31, 2015 108,000 $ 40.80 Options granted — — Options exercised — — Options forfeited or expired — — Options Outstanding and Exercisable as of December 31, 2016 108,000 $ 40.80 6.72 $ 94.62 As of December 31, 2016 , there was $0 of total unrecognized compensation cost related to unvested units underlying outstanding unit options. The grant date fair value of unit options granted in September 2013 was $31.65 , which was determined contemporaneously with the unit option grants. The volatility amount used was estimated based on the historical volatility of a certain peer group of Renewables for a period commensurate with the expected life of the unit options granted. The expected life used was Renewables' anticipated exercise periods for its outstanding unit options. The risk free interest rate used was based on the U.S. Treasury yield curve for the expected life of the unit options at the time of grant. Renewables recorded $1,240 , $1,115 and $803 of unit option expense during the years ended December 31, 2014 , 2015 and 2016 , respectively. Renewables has not recorded any tax benefit related to its unit option expense. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of income (loss) before income taxes for the years ended December 31, 2014 , 2015 and 2016 are as follows: 2014 2015 2016 U.S. $ (64,913 ) $ (111,437 ) $ 7,150 Foreign (24,871 ) (22,407 ) (19,535 ) Total loss before income taxes $ (89,784 ) $ (133,844 ) $ (12,385 ) The provision for income taxes consists of the following: 2014 2015 2016 Current: Federal $ 190 $ 9 $ (226 ) State 238 248 93 Foreign 1,017 912 567 Total current 1,445 1,169 434 Deferred: Federal 29 337 478 State (10 ) 71 75 Foreign (389 ) 37 352 Total deferred (370 ) 445 905 Total $ 1,075 $ 1,614 $ 1,339 Income tax expense for the years ended December 31, 2014 , 2015 and 2016 differs from the "expected" amount computed using the federal income tax rate of 35% as a result of the following: 2014 2015 2016 Computed expected tax (benefit) $ (30,415 ) $ (46,846 ) $ (4,335 ) Nondeductible expenses 10,690 24,998 5,971 Tax rate differential on foreign earnings 5,733 3,701 720 Tax credits (8,286 ) (9,988 ) (9,331 ) Other (1,121 ) (372 ) 833 Change in valuation allowance 24,474 30,121 7,481 Total tax expense $ 1,075 $ 1,614 $ 1,339 During the year ended December 31, 2014, federal tax legislation enacted VETC through December 31, 2014 with retroactive effect to January 1, 2014, and during the year ended December 31, 2015, federal tax legislation enacted VETC through December 31, 2016 with retroactive effect to January 1, 2015. Additionally, in 2013 federal tax guidance was issued that clarified that the VETC in excess of the Company's fuel tax obligation, which is collected from customers, can be excluded from taxable income. The Company recorded a federal tax benefit of $8,221 , $9,298 and $9,112 related to the exclusion of VETC associated with 2014 , 2015 and 2016 fuel sales in excess of its fuel tax obligation, respectively. These amounts increased the Company's deferred tax asset attributed to its federal net operating loss carryforwards and the Company's deferred tax asset valuation allowance. Deferred tax assets and liabilities result from differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The tax effect of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2015 and 2016 are as follows: 2015 2016 Deferred tax assets: Accrued expenses $ 4,512 $ 4,566 Sales-type leases 154 55 Alternative minimum tax and general business credits 5,780 6,137 Stock option expense 23,113 26,154 Other 2,283 1,168 Loss carryforwards 174,157 181,884 Total deferred tax assets 209,999 219,964 Less valuation allowance (189,203 ) (195,968 ) Net deferred tax assets 20,796 23,996 Deferred tax liabilities: Depreciation and amortization (17,398 ) (19,364 ) Goodwill (4,600 ) (5,599 ) Partnership income (293 ) (1,432 ) Total deferred tax liabilities (22,291 ) (26,395 ) Net deferred tax liabilities $ (1,495 ) $ (2,399 ) As of December 31, 2016 , the Company had federal, state and foreign net operating loss carryforwards of approximately $447,788 , $329,058 and $79,148 , respectively. The Company's federal, state and foreign net operating loss carryforwards will, if not utilized, expire beginning in 2026, 2017 and 2028, respectively. The Company also has federal tax credit carryforwards of $5,907 that will expire beginning in 2026. Due to the change of ownership provisions of Internal Revenue Code Section 382, utilization of a portion of the Company's net operating loss and tax credit carryforwards may be limited in future periods. In assessing the realizability of the net deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers projected future taxable income and tax planning strategies in making this assessment. As of December 31, 2015 and 2016 , the Company provided a valuation allowance of $189,203 , and $195,968 , respectively, to reduce the net deferred tax assets due to uncertainty surrounding the realizability of these assets. The net increase in the valuation allowance for the years ended December 31, 2015 and 2016 was $28,767 , and $6,765 , respectfully. The changes in the valuation allowance were primarily attributable to operating losses incurred in certain jurisdictions for which a full valuation allowance was established. As of December 31, 2016 , the Company has not provided deferred U.S. income taxes or foreign withholding taxes on temporary differences of approximately $4,568 resulting from earnings of certain non-U.S. subsidiaries which are permanently reinvested outside the United States. Unrecognized deferred taxes on remittance of these funds are not expected to be material. The Company does not recognize the impact of a tax position in its financial statements unless the position is more likely than not to be sustained, based on the technical merits of the position. The Company has unrecognized tax benefits of $49,602 at December 31, 2016 including $692 of tax benefits that, if recognized, would reduce the Company's annual effective tax rate. The remaining $48,910 , if recognized, would not result in a tax benefit since it would be fully offset with a valuation allowance. The following is a tabular reconciliation of the total amounts of unrecognized tax benefits for the years ended December 31, 2014 , 2015 and 2016 : Unrecognized tax benefit—December 31, 2014 $ 21,974 Gross increases—tax positions in current year 5,523 Gross increases—tax positions in prior years — Unrecognized tax benefit—December 31, 2015 27,497 Gross increases—tax positions in current year 4,556 Gross increases—tax positions in prior years 17,549 Unrecognized tax benefit—December 31, 2016 $ 49,602 The increase in the Company's unrecognized tax benefits during the years ended December 31, 2015 and 2016 is primarily attributable to the portion of VETC revenue that was offset by the fuel tax the Company collected from its customers as an unrecognized tax benefit during 2015 and 2016 . The Company believes the portion of VETC revenue that is offset by the fuel tax the Company collects from its customers can be excluded from taxable income, although the ultimate outcome of this tax position is uncertain. The Company increased its reserve for unrecognized tax positions in the year ended December 31, 2016 . As unrecognized tax positions are not recognized for financial reporting purposes, this position does not have an impact on the balance sheet, statement of operations or statement of cash flows. If this position were to be sustained, then there would be an increase in the Company's deferred tax assets attributed to its federal and state net operating loss carryforwards, as well as an increase to the amount of the Company's deferred tax asset valuation allowance. The increase in the Company's reserve for unrecognized tax positions was attributable to the write-off of unamortized debt issuance costs resulting from the Company's termination of its Credit Agreement with GE on December 15, 2015. Although the ultimate outcome of this tax position is uncertain, the Company believes that this non-cash charge can be deducted in determining its U.S. taxable income for the year ended December 31, 2015. FASB authoritative guidance requires the Company to accrue interest and penalties where there is an underpayment of taxes based on the Company's best estimate of the amount ultimately to be paid. The Company's policy is to recognize interest accrued related to unrecognized tax benefits and penalties as income tax expense. In addition to the unrecognized tax benefits noted above, the Company accrued $178 and $241 of interest expense as of December 31, 2015 and 2016 , respectively. The Company recognized interest expense related to uncertain tax positions of $54 , $58 and $62 for the years ended December 31, 2014 , 2015 and 2016 , respectively. The Company is subject to taxation in the United States and various states and foreign jurisdictions. The Company's tax years for 2012 through 2016 are subject to examination by various tax authorities. While the Company is no longer subject to U.S. examination for years before 2013, and for state tax examinations for years before 2012, taxing authorities can adjust the net operating losses that arose in earlier years if and when the net operating losses reduce future income. A number of years may elapse before an uncertain tax position is finally resolved. It is often difficult to predict the final outcome or the timing of resolution of an uncertain tax position, but the Company believes that its reserves for income taxes reflect the most probable outcomes. The Company adjusts the reserve, as well as the related interest and penalties, in light of changing facts and circumstances. The amount of penalties accrued is immaterial. Settlement of any particular position would usually require the use of cash and result in the reduction of the related reserve, or there could be a change in the amount of the Company's net operating loss. The resolution of a matter would be recognized as an adjustment to the provision for income taxes at the effective tax rate in the period of resolution. The Company does not expect a significant increase or decrease in its uncertain tax positions within the next twelve months. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Environmental Matters The Company is subject to federal, state, local and foreign environmental laws and regulations. The Company does not anticipate any expenditures to comply with such laws and regulations 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. Litigation, Claims and Contingencies The Company may become party to various legal actions in the ordinary course of its business. The Company is also subject to audit by tax authorities for varying periods in various federal, state, local and foreign tax jurisdictions, and disputes may arise during the course of these audits. It is impossible to determine the liabilities that the Company may incur resulting from any of these lawsuits 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 it is possible that such an outcome could have a material adverse effect upon the Company's consolidated financial position, results of operations or liquidity. The Company, however, does not anticipate such an outcome and believes that the ultimate resolution of these matters will not have a material adverse effect on the Company's consolidated financial position, results of operations or liquidity. Operating Lease Commitments The Company leases facilities, including the land for its LNG production plant in Boron, California and certain equipment under noncancelable operating leases expiring at various dates through 2038 . The following schedule represents the future minimum lease obligations for all noncancelable operating leases as of December 31, 2016 : Fiscal year: 2017 $ 8,055 2018 6,685 2019 6,287 2020 5,575 2021 4,195 Thereafter 17,801 Total future minimum lease payments $ 48,598 Rent expense, including variable rent, totaled $10,140 , $8,629 , and $11,058 for the years ended December 31, 2014 , 2015 and 2016 , respectively. Long-Term Take-or-Pay Natural Gas Supply Contracts In October 2007, the Company entered into an LNG supply contract with Desert Gas Services (formerly known as Spectrum Energy Services, LLC) ("DGS") to purchase LNG, on a take-or-pay basis, starting in March 2010 and expiring in March 2020. For the years ended December 31, 2014 , 2015 and 2016 , the Company paid approximately $14,267 , $11,852 , and $9,692 respectively, under this contract. As of December 31, 2016 , the fixed commitments under this contract totaled approximately $3,614 , $3,614 , $3,614 and $901 for the years ending December 31, 2017, 2018, 2019 and 2020 respectively. During 2015, the Company entered into a CNG supply contract with Jacksonville Transit Authority ("JTA") to purchase CNG, on a take-or-pay basis, starting in January 2016 and expiring in December 2020. As of December 31, 2016 , the fixed commitments under the JTA contract totaled approximately $203 , $313 , $429 and $548 for the years ending December 31, 2017, 2018, 2019 and 2020, respectively. |
Capitalized Lease Obligation an
Capitalized Lease Obligation and Receivables | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Capitalized Lease Obligation and Receivables | Capitalized Lease Obligation and Receivables The Company leases equipment under capital leases with a weighted-average interest rate of 8.7% . As of December 31, 2016 , future payments under these capital leases are as follows: 2017 $ 2,319 2018 1,887 2019 1,777 2020 575 2021 338 Thereafter 295 Total minimum lease payments 7,191 Less amount representing interest (1,163 ) Future minimum lease payments 6,028 Less current portion (1,890 ) Capital lease obligations, less current portion $ 4,138 The value of the equipment under capital lease as of December 31, 2015 and 2016 was $8,970 and $10,168 , with related accumulated amortization of $2,766 and $4,073 , respectively. The Company also leases certain fueling station equipment to certain customers under sales-type leases at a weighted average effective interest rate of 12.1% . The leases are payable in varying monthly installments through September 2030 . As of December 31, 2016 , future receipts under these leases are as follows: 2017 $ 380 2018 251 2019 186 2020 186 2021 186 Thereafter 1,612 Total 2,801 Less amount representing interest (1,394 ) $ 1,407 |
401(k) Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
401(k) Plan | 401(k) Plan The Company has established a savings plan ("Savings Plan") which is qualified under Section 401(k) of the Internal Revenue Code. Eligible employees may elect to make contributions to the Savings Plan through salary deferrals of up to 90% of their base pay, subject to Internal Revenue Code limitations. The Company may also make discretionary contributions to the Savings Plans that are subject to limitations. For the years ended December 31, 2014 , 2015 and 2016 the Company contributed approximately $1,040 , $304 , and $1,527 of matching contributions to the Savings Plan, respectively. |
Geographic Information
Geographic Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Geographic Information | Geographic Information Disclosures are required for certain information regarding operating segments, products and services, geographic areas of operation and major customers. Segment reporting is based upon the “management approach,” which assesses, how management organizes the Company’s operating segments for which separate financial information is (1) available and (2) evaluated regularly by the Chief Operating Decision Maker ("CODM") in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Chief Executive Officer. The Company operates in a single segment to sell natural gas. In making operating decisions, the CODM primarily considers consolidated financial information, accompanied by information about revenue disaggregated by geographic region. The assessment of operating results and the allocation of resources among the components of the business by the CODM are made on a project by project basis, rather than on a component-by-component basis, and are based on evaluating the economics of a mix of products and services for a customer. The table below presents the Company's revenue, operating income (loss) and long-lived assets by geographic area. Several of the Company's functions, including marketing, engineering, and finance are performed at the corporate level. As a result, significant interdependence and overlap exists among the Company's geographic areas. Geographic revenue data reflect internal allocations and are therefore subject to certain assumptions and the Company’s methodology. Accordingly, revenue, operating income (loss), and long-lived assets shown for each geographic area may not be the amounts that would have been reported if the geographic areas were independent of one another. Revenue by geographic area is based on where services are rendered and finished goods are sold. Operating income (loss) by geographic area is based on the location of the entity selling the finished goods or providing the services. Long-lived assets by geographic area is based on the location of the assets. 2014 2015 2016 Revenue: United States $ 360,881 $ 330,003 $ 378,497 Canada 16,241 21,818 11,502 Other 51,818 32,499 12,657 Total revenue $ 428,940 $ 384,320 $ 402,656 Operating income (loss): United States $ (41,543 ) $ (33,067 ) $ (8,693 ) Canada (3,087 ) (4,980 ) (4,212 ) Other (9,734 ) (3,576 ) (4,732 ) Total operating income (loss) $ (54,364 ) $ (41,623 ) $ (17,637 ) Long-lived assets: United States $ 582,028 $ 582,644 $ 547,279 Canada 85,984 68,292 66,191 Other 6,854 5,693 5,646 Total long-lived assets $ 674,866 $ 656,629 $ 619,116 The Company's goodwill and intangible assets as of December 31, 2014 , 2015 and 2016 relate to its United States operations, including the operations of Clean Energy Compression, Clean Energy Cryogenics and NG Advantage (beginning on October 14, 2014, see Note 2 ). |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Concentrations During the years ended December 31, 2014 , 2015 and 2016 , two , three and four suppliers, respectively, each accounted for 10% or more of the Company's natural gas expense related to LNG and CNG purchases. During the years ended December 31, 2014 , 2015 and 2016 , no single customer accounted for 10% or more of the Company's total revenue. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events and determined that no subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes thereto other than as listed below. On February 27, 2017, Renewables entered into an asset purchase agreement (the “APA”) with BP Products North America, Inc. (“BP”), pursuant to which Renewables agreed to sell to BP certain assets relating to its RNG production business, including Renewables' two existing RNG production facilities and its interest in the RNG Ventures (collectively, the “RNG Assets”) in exchange for $155,000 in cash and the right to receive up to an additional $25,000 in cash if certain performance criteria relating to the Assets are met (the “Asset Sale”). Subject to the satisfaction of customary closing conditions, including, among others, the receipt of required governmental and third-party consents and approvals, the Asset Sale is expected to close on or before March 31, 2017. In addition, we will collect royalties on gas purchased from BP and sold as Redeem at our stations. This royalty payment is in addition to any payment obligation of BP under the APA. At the closing of the Asset Sale, BP will pay $30,000 of the closing purchase price in cash and deliver to Renewables a promissory note for $125,000 to be paid on April 3, 2017. Following completion of the Asset Sale, the Company, through Renewables, will continue to obtain RNG from third-party producers, including RNG produced from the production facilities to be sold in the Asset Sale and sold to Renewables under a long-term supply contract, and resell such RNG through its natural gas fueling infrastructure as Redeem™, the Company’s RNG vehicle fuel. In February 2017, the Company purchased from Pickens, the 7.5% Note due July 2018 having an outstanding principal amount of $25,000 held by Pickens for a cash purchase price of $21,750 . |
Schedule II_ Valuation and Qual
Schedule II: Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2016 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II: Valuation and Qualifying Accounts | Schedule II: Valuation and Qualifying Accounts Allowances for Allowance for Balance as of December 31, 2013 $ 832 $ 2,416 Charges (benefit) to operations 387 890 Deductions (467 ) (456 ) Balance as of December 31, 2014 752 2,850 Charges (benefit) to operations 1,514 1,142 Deductions (371 ) (2 ) Balance as of December 31, 2015 1,895 3,990 Charges (benefit) to operations 1,107 1,617 Deductions (1,939 ) (4,377 ) Balance as of December 31, 2016 $ 1,063 $ 1,230 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, and, in the opinion of management, reflect all adjustments necessary to state fairly the Company's financial position, results of operations, comprehensive loss and cash flows in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). All intercompany accounts and transactions have been eliminated. |
Reclassifications | Reclassifications Prior period Interest income of $363 and $843 for the years ended December 31, 2014 and 2015, respectively, were reclassified from Interest expense, net as a separate line item to conform to the classifications used to prepare the consolidated financial statements for the year ended December 31, 2016 . |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates and may result in material effects on the Company's operating results and financial position. Significant estimates made in preparing the 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, fair value measurements and stock-based compensation expense. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less on the date of acquisition to be cash equivalents. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying values of the Company's financial instruments, including cash and cash equivalents, restricted cash, short-term investments, accounts and other receivables, notes receivable, accounts payable, accrued expenses and other current liabilities, capital lease obligations and notes payable, approximate their respective fair values. |
Inventory | 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. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Depreciation and amortization are recognized over the estimated useful lives of the assets using the straight-line method. The estimated useful lives of depreciable assets are three to twenty years for LNG liquefaction plant assets, up to 10 years for station equipment and LNG trailers, and three to seven years for all other depreciable assets. Leasehold improvements are amortized over the shorter of their estimated useful lives or related lease terms. Periodically, the Company receives grant funding to assist in the financing of natural gas fueling station construction. The Company records the grant proceeds as a reduction of the cost of the respective asset. |
Long-Lived Assets | Long-Lived Assets The Company reviews long-lived assets, which include property and equipment and intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by comparing the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset or asset group. Estimated future cash flows are determined by management based on a number of estimates, including future cash flow projections, discount rates and terminal values. In determining these estimates, management considers internally generated information and information obtained from discussions with market participants. The determination of fair value requires significant judgment by both management and outside experts engaged to assist in this process. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. |
Finite-Lived Intangible Assets Amortization | Intangible assets with finite useful lives are amortized over their respective estimated useful lives using the straight-line method. The estimated useful lives of intangible assets with finite useful lives are two to 20 years for technology, one to eight years for customer relationships, one to 10 years for acquired contracts, two to 10 years for trademarks and trade names, and three years for non-compete agreements. |
Goodwill | Goodwill Goodwill represents the excess of costs incurred over the fair value of the net assets of acquired businesses. The Company assesses its goodwill using a qualitative approach to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying value. The qualitative assessment includes the potential impact on a reporting unit's fair value of certain events and circumstances, including the Company's market capitalization value, macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity-specific events. If it is determined, based upon the qualitative assessment, that it is more likely than not that the reporting unit's fair value is less than its carrying amount, then a two-step quantitative impairment test is performed. The Company performs the impairment test annually on October 1, or more frequently if facts and circumstances warrant a review. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue on various products and services. The Company’s volume related revenue primarily consists of CNG, LNG and RNG fuel sales, RINs and LCFS Credits sales and O&M services. This revenue is recognized when the following four criteria are met: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred and title and the risks and rewards of ownership have been transferred to the customer or services have been rendered; (iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. Applying these factors, the Company typically recognizes revenue from the sale of natural gas fuel at the time the fuel is dispensed or, in the case of LNG sales agreements, delivered to the customers' storage facilities. The Company recognizes revenue from O&M service agreements as the related services are provided. The Company generates LCFS Credits when it sells RNG and conventional natural gas for use as a vehicle fuel in California and Oregon and it generates RIN Credits when it sells RNG as a vehicle fuel in the United States. The Company can sell these credits to third parties who need the credits to comply with federal and state requirements. RIN and LCFS Credits are included in volume related revenues. The Company recognizes revenue from the generation of these credits when it has an agreement in place to sell the credits at a fixed or determinable price. Compressor Sales The Company recognizes compression revenues through its subsidiary Clean Energy Compression when it sells non-lubricated natural gas fueling compressors and other equipment. Clean Energy Compression uses the percentage-of-completion method of accounting to recognize revenue because its projects are small and it has been able to demonstrate that it can reasonably estimate costs to complete. In these circumstances, revenue is recognized based on costs incurred in relation to total estimated costs to be incurred for a project. Station Construction Sales 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 of a project based on the costs incurred to date for the associated contract in comparison to the estimated total costs for such contract at completion. Historically, the Company recognized revenue on station construction projects using the completed contract method because the Company 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 fuel dispensing activities at the station began. The sale of compressors and related equipment continues to be recognized under the percentage of completion method as in previous periods. 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. The Company also changed related accounting activities and processes to timely identify and monitor costs. As a result of this implementation, the Company is able to make reliable estimates as to the percentage of a project that is complete at the end of each reporting period. Station construction contracts are generally short-term, except for certain larger and 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 estimates to account for changing conditions and new developments are continuous and characteristic of the process. Many factors that can affect contract profitability may change during the performance period of a contract, including differing site conditions, the availability of skilled contract labor, the performance of major suppliers and subcontractors, and unexpected changes in material costs. Changes to these factors may result in revisions to costs and income, which 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 year ended December 31, 2016 , there were no significant 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 an agreement has not been reached as to an associated price change. Change orders that are unapproved as to both price and scope are evaluated as claims. Claims have historically been insignificant. There were no significant unapproved change orders, claims, contract penalties, settlements or changes in contract estimates during the year ended December 31, 2016 . As a result of using the percentage of completion method to recognize revenues, revenue and operating income from station construction sales during the year ended December 31, 2016 were higher by $18,683 and $1,666 , respectively, than would have been recognized during the period under the completed contract method. Additionally, net loss per diluted share was $0.01 lower than what would have been reported using the completed contract method. In certain transactions with its customers, the Company agrees to provide multiple products or services, including construction of and sale of a station, providing O&M services to the station, and sale of fuel to the customer. The Company evaluates the separability of revenues based on Financial Accounting Standards Board ("FASB") authoritative guidance, which provides a framework for establishing whether or not a particular arrangement with a customer has one or more revenue elements, and allows the Company to use a combination of internal and external objective and reliable evidence to develop management's best estimate of the fair value of the contract elements. If the arrangement contains a lease, the Company uses the existing evidence of fair value to separate the lease from the other elements in the arrangement. The arrangement's consideration that is fixed or determinable is then allocated to each separate unit of accounting based on the estimated relative selling price of each deliverable, which is determined based on the historical data derived from the Company's stand-alone projects. The revenue allocated to the construction of the station is recognized using the percentage of completion method. The revenue allocated to the O&M services is recognized ratably over the term of the arrangement and sale of fuel is recognized as the fuel is delivered. See the discussion under “Alternative Fuels Excise Tax Credit” below for further information. Other The Company collects and remits taxes assessed by various governmental authorities that are imposed on and concurrent with revenue-producing transactions between the Company and our customers. These taxes may include, but are not limited to, fuel, sales and value-added taxes. The Company reports the collection of these taxes on a net basis. |
Alternative Fuels Excise Tax Credit | Alternative Fuels Excise Tax Credit Under separate pieces of U.S. federal legislation from October 1, 2006 through December 31, 2014, 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. In December 2015, another alternative fuels tax credit, which the Company also refers to as VETC, was made available for the period from January 1, 2015 through December 31, 2016. This new credit was the same as the credit it replaced, except that the alternative fuels tax credit for LNG sold as a vehicle fuel in 2016 was based on the diesel gallon equivalent of LNG sold rather than the liquid gallon of LNG sold. Based on the service relationship with its customers, either the Company or its customers claims the credit. The Company records its VETC credits, if any, as revenue in its consolidated statements of operations as the credits are fully payable and do not need to offset income tax liabilities to be received. |
LNG Transportation Costs | LNG Transportation Costs The Company records the costs incurred to transport LNG to its customers in the line item product cost of sales in the accompanying consolidated statements of operations. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes compensation expense for all stock‑based payment arrangements, net of an estimated forfeiture rate, over the requisite service period of the award. For stock options, the Company determines the grant date fair value using the Black‑Scholes option pricing model, which requires the input of certain assumptions, including the expected life of the stock‑based payment awards, stock price volatility and risk‑free interest rates. For restricted stock units, the Company determines the grant date fair value based on the closing market price of its common stock on the date of grant. |
Income Taxes | Income Taxes Income taxes are computed using the asset and liability method. Under this method, deferred income taxes are recognized by applying enacted statutory tax rates applicable to future years to differences between the tax bases and financial carrying amounts of existing assets and liabilities. The impact on deferred taxes of changes in tax rates and laws, if any, are applied to the years during which temporary differences are expected to be settled and are reflected in the consolidated financial statements in the period of enactment. Valuation allowances are established when management determines it is more likely than not that deferred tax assets will not be realized. When evaluating the need for a valuation analysis, we use estimates involving a high degree of judgment including projected future US GAAP income and the amounts and estimated timing of the reversal of any deferred tax assets and liabilities. The Company has a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities based on the technical merits of the position. The amount recognized is measured as the largest amount of benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefit in income tax expense. The Company operates within multiple domestic and foreign taxing jurisdictions and is subject to audit in these jurisdictions. These audits can involve complex issues, which may require an extended period of time to resolve. Although the Company believes that adequate consideration has been given to these issues, it is possible that the ultimate resolution of these issues could be significantly different than originally estimated. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing the net loss attributable to Clean Energy Fuels Corp. by the weighted-average number of common shares outstanding and common shares issuable for little or no cash consideration during the period. Diluted net loss per share is computed by dividing the net loss attributable to Clean Energy Fuels Corp. by the weighted-average number of common shares outstanding and common shares issuable for little or no cash consideration during the period and potentially dilutive securities outstanding during the period, and therefore reflects the dilution from common shares that may be issued upon exercise or conversion of these potentially dilutive securities, such as stock options, warrants, convertible notes and restricted stock units. The dilutive effect of stock awards and warrants is computed under the treasury stock method. The dilutive effect of convertible notes and restricted stock units is computed under the if-converted method. Potentially dilutive securities are excluded from the computations of diluted net loss per share if their effect would be antidilutive. |
Foreign Currency Translation | Foreign Currency Translation The Company uses the local currency as the functional currency of its foreign subsidiaries. Accordingly, all assets and liabilities outside the United States are translated into U.S. dollars at the rate of exchange in effect at the balance sheet date. Revenue and expense items are translated at the weighted-average exchange rates prevailing during the period. Foreign currency translation adjustments are recorded as accumulated other comprehensive income (loss) in stockholders' equity. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity (net assets) of a business enterprise during the period from transactions and other events and circumstances from non-owner sources. |
Concentration of Credit Risk | Concentration of Credit Risk Credit is extended to all customers based on financial condition, and collateral is generally not required. Concentrations of credit risk with respect to trade receivables are limited because of the large number of customers comprising the Company's customer base and dispersion across many different industries and geographies. Certain international customers, however, have historically been slower to pay on trade receivables. Accordingly, the Company continually monitors collections and payments from its customers and maintains a provision for estimated credit losses based upon its historical experience and any specific customer collection issues that it has identified. In addition, through Export Development Canada, Clean Energy Compression maintains accounts receivable insurance on a substantial portion of its foreign trade receivables, which covers up to 90% of the related outstanding balance. Although credit losses have historically been within the Company's expectations and the provisions established, the Company cannot guarantee that it will continue to experience the same credit loss rates that it has in the past. The Company places its cash and cash equivalents with high credit quality financial institutions. At times, such investments may be in excess of the Federal Deposit Insurance Corporation ("FDIC"), Canadian Deposit Insurance Corporation ("CDIC"), and other foreign insurance limits. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. |
Recently Adopted Accounting Changes and Recently Issued and Adopted Accounting Standards | Recently Adopted Accounting Changes and Recently Issued and Adopted Accounting Standards In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The new standard eliminates the requirement to determine the fair value of individual assets and liabilities of a reporting unit to measure goodwill impairment. Under the amendments in the new ASU, goodwill impairment testing will be performed by comparing the fair value of the reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The new standard is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019, which for the Company is the first quarter of 2020 and should be applied on a prospective basis. Early adoption is permitted for annual or interim goodwill impairment testing performed after January 1, 2017. The Company will evaluate the impact this ASU will have on its consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The new standard provides guidance to entities to assist with evaluating when a set of transferred assets and activities (collectively, the "set") is a business and provides a criteria to determine when a set is not a business. Under the new guidance, when substantially all of the fair value of gross assets acquired (or disposed of) is concentrated in a single identifiable asset, or group of similar assets, the assets acquired would not represent a business. Also, to be considered a business, an acquisition would have to include an input and a substantive process that together significantly contribute to the ability to produce outputs. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, which for the Company is the first quarter of 2018 and should be applied on a prospective basis to any transactions occurring within the period of adoption. Early adoption is permitted for interim or annual periods in which the financial statements have not been issued. The Company will evaluate the impact this ASU will have on its consolidated financial statements and related disclosures. In December 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The new standard requires restricted cash and restricted cash equivalents to be included as components of total cash and cash equivalents as presented on the statement of cash flows. This pronouncement is effective for reporting periods beginning after December 15, 2017, which for the Company is the first quarter of 2018. Early adoption is allowed in an interim or annual reporting period. The Company will evaluate the impact this ASU will have on its consolidated financial statements and related disclosures. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. Under the new standard, the selling (transferring) entity is required to recognize a current tax expense or benefit upon transfer of the asset. Similarly, the purchasing (receiving) entity is required to recognize a deferred tax asset or liability, as well as the related deferred tax benefit or expense, upon purchase or receipt of the asset. This pronouncement is effective for reporting periods beginning after December 15, 2017, which for the Company is the first quarter of 2018, with early adoption permitted. The Company will early adopt the standard as of January 1, 2017. The impact of adoption will not have a material impact to the Company's financial statements. In September 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Payments . The new standard provides clarification as to the classification of certain transactions as operating, investing or financing activities. This pronouncement is effective for reporting periods beginning after December 15, 2017, with early adoption permitted. The Company will evaluate the impact this ASU will have on its consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The new standard amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the more timely recognition of losses. This pronouncement is effective for reporting periods beginning after December 15, 2019, which for the Company is the first quarter of 2020. The Company is evaluating the impact this ASU will have on its consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718) ): Improvements to Employee Share-Based Payments Accounting . The new standard 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. The Company will adopt the standard in the first quarter of fiscal 2017, prospectively. In connection with the adoption, the Company will elect to recognize forfeitures when they occur. Previously, the Company estimated a forfeiture rate in accordance with prior guidance. This election will be implemented under the modified retrospective approach, resulting in an immaterial decrease to retained earnings representing the cumulative additional compensation expense that would have been amortized through the date of adoption had this accounting policy election been in place. In February 2016, the FASB issued ASU No. 2016-02, Leases . The new standard requires 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 2019, and mandates a modified retrospective transition method. The Company is 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 2018. The Company is evaluating the impact this ASU will have on its consolidated financial statements and related disclosures. In May 2014, the FASB issued an accounting standard update related to revenue from contracts with customers, which, along with amendments issued in 2015 and 2016, will provide a single, comprehensive revenue recognition model for all contracts with customers. The underlying principle is to recognize revenue when promised goods or services are transferred to customers in amounts that reflect the consideration that is expected to be received for those goods or services. The new standard also requires entities to enhance disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. This accounting standard update, as amended, will be effective for annual reporting periods after December 15, 2017, which for the Company is the first quarter of fiscal 2018. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized in retained earnings as of the date of adoption ("modified retrospective basis"). The Company expects to adopt this accounting standard update on a modified retrospective basis and is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of inventories | Inventories consisted of the following as of December 31, 2015 and 2016 : 2015 2016 Raw materials and spare parts $ 25,113 $ 24,843 Work in process 973 845 Finished goods 3,203 3,856 Total inventory $ 29,289 $ 29,544 |
Schedule of the Company's intangible assets | The Company's intangible assets as of December 31, 2015 and 2016 were as follows: 2015 2016 Technology $ 54,400 $ 54,400 Customer relationships 16,576 16,576 Acquired contracts 3,694 4,384 Trademark and trade names 8,200 8,200 Non-compete agreements 2,060 2,060 Total intangible assets 84,930 85,620 Less accumulated amortization (30,442 ) (37,591 ) Foreign currency rate change (11,844 ) (9,329 ) Net intangible assets $ 42,644 $ 38,700 |
Summary of revenue by group of similar products | The table below and the following discussion describe the Company’s revenue by group of similar products. Year Ended December 31, (in thousands) 2014 2015 2016 Volume Related $ 247,899 $ 260,629 $ 283,814 Compressor Sales 84,775 54,497 27,262 Station Construction Sales 67,392 37,830 64,942 VETC 28,359 30,986 26,638 Other 515 378 — $ 428,940 $ 384,320 $ 402,656 |
Schedule of potentially dilutive securities that have been excluded from the diluted net loss per share calculations because their effect would have been antidilutive | The following potentially dilutive securities have been excluded from the diluted net loss per share calculations because their effect would have been antidilutive: 2014 2015 2016 Stock options 11,486,301 11,487,938 11,467,796 Warrants 6,130,682 2,130,682 — Convertibles notes 35,185,979 35,185,979 16,573,799 Restricted stock units 2,591,752 3,419,776 2,072,304 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Summary of allocation of the aggregate purchase price to the estimated fair value of the assets acquired and liabilities assumed as of the acquisition date | The following table summarizes the allocation of the aggregate purchase price to the fair value of the assets acquired and liabilities assumed: Current assets $ 40,558 Property, plant and equipment 20,862 Other long-term assets 5,115 Identifiable intangible assets 5,600 Goodwill 21,070 Total assets acquired 93,205 Current liabilities assumed (9,165 ) Long-term debt including capital leases assumed, excluding current installments (17,604 ) Other liabilities (711 ) Noncontrolling interest (28,075 ) Total purchase price $ 37,650 |
Restricted Cash (Tables)
Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of components of restricted cash | Restricted cash as of December 31, 2015 and 2016 consisted of the following: December 31, 2015 December 31, 2016 Short-term restricted cash: Standby letters of credit $ 1,631 $ 1,753 Canton Bonds (see Note 10) 2,609 3,665 Held in escrow — 1,578 Total short-term restricted cash $ 4,240 $ 6,996 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of short-term investments | Short-term investments as of December 31, 2015 consisted of the following: Amortized Gross Estimated 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 Total short-term investments $ 103,029 $ (85 ) $ 102,944 Short-term investments as of December 31, 2016 consisted of the following: Amortized Gross Estimated Municipal bonds & notes $ 8,791 $ (4 ) $ 8,787 Corporate bonds 21,517 (7 ) 21,510 Certificate of deposits 43,421 — 43,421 Total short-term investments $ 73,729 $ (11 ) $ 73,718 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 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 December 31, 2016 , respectively: Description Balance at December 31, 2015 Level 1 Level 2 Level 3 Assets: Available-for-sale securities(1): Municipal bonds and notes $ 16,790 $ — $ 16,790 $ — Zero coupon bonds 499 — 499 — Corporate bonds 37,104 — 37,104 — Certificate of deposits 48,551 — 48,551 — Liabilities: Warrants(2) 632 — — 632 Description Balance at December 31, 2016 Level 1 Level 2 Level 3 Assets: Available-for-sale securities(1): Municipal bonds and notes $ 8,787 $ — $ 8,787 $ — Corporate bonds 21,510 — 21,510 — Certificate of deposits 43,421 — 43,421 — Liabilities: Warrants(2) 581 — — 581 _______________________________________________________________________________ (1) Included in short-term investments in the consolidated balance sheets. See Note 4 for further information. (2) Included in accrued liabilities and other long-term liabilities in the consolidated balance sheets. |
Reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis that used significant unobservable inputs (Level 3) | The following tables provide a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis in the tables above that used significant unobservable inputs (Level 3). Liabilities: Warrants 2015 2016 Beginning Balance $ 2,046 $ 632 Gain included in earnings (1,414 ) (51 ) Ending Balance $ 632 $ 581 |
Other Receivables (Tables)
Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Schedule of other receivables | Other receivables as of December 31, 2015 and 2016 consisted of the following: 2015 2016 Loans to customers to finance vehicle purchases $ 10,531 $ 7,416 Accrued customer billings 7,106 4,308 Fuel tax credits 40,730 6,358 Other 2,300 3,852 Total other receivables $ 60,667 $ 21,934 |
Land, Property and Equipment (T
Land, Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Summary of land, property and equipment | Land, property and equipment as of December 31, 2015 and 2016 consisted of the following: 2015 2016 Land $ 2,858 $ 2,858 LNG liquefaction plants 94,634 94,634 RNG plants 46,397 47,545 Station equipment 316,258 341,605 Trailers 50,414 54,985 Other equipment 83,687 93,118 Construction in progress 139,586 117,662 733,834 752,407 Less accumulated depreciation (217,510 ) (268,484 ) Total land, property and equipment, net $ 516,324 $ 483,923 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Accrued liabilities as of December 31, 2015 and 2016 consisted of the following: 2015 2016 Accrued alternative fuels incentives (1) 15,651 9,840 Accrued employee benefits 3,042 4,317 Accrued interest 3,718 1,849 Accrued gas and equipment purchases 14,133 11,657 Accrued property and other taxes 5,344 4,572 Salaries and wages 9,537 12,293 Other 7,657 8,073 Total accrued liabilities $ 59,082 $ 52,601 (1) Includes VETC and tradable RINs and LCFS Credits (discussed in Note 1 ) payable to third parties. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Debt and capital lease obligations as of December 31, 2015 and 2016 consisted of the following and are further discussed below: December 31, 2015 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 December 31, 2016 Principal Balances Unamortized Debt Financing Costs Balance, Net of Financing Costs 7.5% Notes (1) 150,000 274 $ 149,726 5.25% Notes 110,450 1,088 $ 109,362 PlainsCapital Bank Credit Facility 23,500 — 23,500 Canton Bonds 9,520 373 $ 9,147 Capital lease obligations 6,028 — $ 6,028 Other debt 14,850 237 $ 14,613 Total debt and capital lease obligations 314,348 1,972 312,376 Less amounts due within one year (6,126 ) (183 ) (5,943 ) Total long-term debt and capital lease obligations $ 308,222 $ 1,789 $ 306,433 (1) Includes 7.5% $65,000 in principal amount held by T. Boone Pickens ("Pickens") as of December 31, 2016, which is classified as “Long-term debt, related party” on the consolidated balance sheets. See the description below for additional information |
Summary of aggregate maturities of long term debt and capital lease obligations | The following is a summary of the aggregate maturities of debt and capital lease obligations for each of the years ending December 31, as of December 31, 2016: 2017 2018 2019 2020 2021 Thereafter 7.5% Notes (1) — 50,000 50,000 50,000 — — 5.25% Notes — 110,450 — — — — PlainsCapital Bank Credit Facility — 23,500 — — — — Canton Bonds 1,420 1,460 1,555 1,665 1,695 1,725 Capital lease obligations 1,890 1,569 1,568 462 265 274 Other debt 2,816 2,667 2,370 2,507 2,036 2,454 Total $ 6,126 $ 189,646 $ 55,493 $ 54,634 $ 3,996 $ 4,453 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Summary of At-The-Market program activity | The following table summarizes the activity under the ATM Program for the periods presented: Year ended December 31, Year ended December 31, (in 000s, except for per-share amounts) 2015 2016 Gross proceeds $ 6,943 $ 103,591 Fees and issuance costs $ 493 $ 2,612 Net proceeds $ 6,450 $ 100,979 Shares issued 1,561,902 31,064,434 |
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 consolidated statements of operations: Years Ended December 31, 2014 2015 2016 Stock-based compensation expense, net of $0 tax in 2014, 2015 and 2016 $ 11,514 $ 10,779 $ 8,092 |
Summary of stock option activity | The following table summarizes Renewables' unit option activity: Number of Weighted Weighted Aggregate Options Outstanding as of December 31, 2013 115,000 $ 40.80 Options granted — — Options exercised — — Options forfeited or expired — — Options Outstanding as of December 31, 2014 115,000 $ 40.80 Options granted — — Options exercised — — Options forfeited or expired (7,000 ) 40.80 Options Outstanding as of December 31, 2015 108,000 $ 40.80 Options granted — — Options exercised — — Options forfeited or expired — — Options Outstanding and Exercisable as of December 31, 2016 108,000 $ 40.80 6.72 $ 94.62 The following table summarizes the Company's stock option activity: Number of Weighted Weighted Aggregate Options Outstanding as of December 31, 2013 11,526,998 $ 11.79 Granted 957,000 10.23 Exercised (468,279 ) 3.78 Forfeited or Expired (529,418 ) 13.40 Options Outstanding as of December 31, 2014 11,486,301 $ 11.91 Granted 1,415,200 5.39 Exercised (608,279 ) 2.96 Forfeited or Expired (805,284 ) 14.04 Options Outstanding as of December 31, 2015 11,487,938 $ 11.44 Granted 284,750 3.63 Exercised — — Forfeited or Expired (304,892 ) 11.30 Options Outstanding as of December 31, 2016 11,467,796 $ 11.25 3.99 — Options Exercisable as of December 31, 2016 10,176,324 $ 11.96 3.41 — Options Vested and Expected to Vest as of December 31, 2016 11,351,637 $ 11.30 3.88 — |
Schedule of assumptions used to estimate the fair value of each award using the Black-Scholes option pricing model | The fair value of each stock option granted was estimated as of the date of grant using the Black-Scholes option pricing model and using the following assumptions: Years Ended December 31, 2014 2015 2016 Dividend yield 0.0% 0.0% 0.0% Expected volatility 52.3% to 67.0% 59.2% to 72.0% 61.1% to 70.8% Risk-free interest rate 1.1% to 1.8% 1.7% to 1.8% 1.2% to 2.0% Expected life in years 6.0 6.0 6.0 |
Summary of the Company's RSU activity | The following table summarizes the Company's Service-Based RSU activity: Number of Weighted Weighted RSU Outstanding as of December 31, 2013 45,836 $ 13.09 Granted 792,500 5.54 Vested (15,584 ) 13.09 Forfeited or expired — — RSU Outstanding as of December 31, 2014 822,752 $ 5.82 Granted 1,167,750 5.38 Vested (283,726 ) 5.94 Forfeited or expired (56,000 ) 5.57 RSU Outstanding as of December 31, 2015 1,650,776 $ 5.50 Granted 850,125 3.63 Vested (726,687 ) 5.53 Forfeited or expired (130,910 ) 4.91 RSU Outstanding and Unvested as of December 31, 2016 1,643,304 $ 4.56 1.19 RSU Expected to Vest as of December 31, 2016 1,545,222 $ 4.56 0.99 The following table summarizes the Company's Market-Based RSU activity: Number of Weighted Weighted RSU Outstanding as of December 31, 2013 1,545,000 $ 11.42 Granted 489,500 8.26 Vested — — Forfeited or Expired (265,500 ) 10.62 RSU Outstanding as of December 31, 2014 1,769,000 $ 10.67 Granted — — Vested — — Forfeited or Expired — — RSU Outstanding as of December 31, 2015 1,769,000 $ 10.67 Granted — — Vested — — Forfeited or Expired (1,340,000 ) 11.44 RSU Outstanding and Unvested as of December 31, 2016 429,000 $ 8.26 1.09 RSU Expected to Vest as of December 31, 2016 — — 0.00 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income (loss) before income taxes | The components of income (loss) before income taxes for the years ended December 31, 2014 , 2015 and 2016 are as follows: 2014 2015 2016 U.S. $ (64,913 ) $ (111,437 ) $ 7,150 Foreign (24,871 ) (22,407 ) (19,535 ) Total loss before income taxes $ (89,784 ) $ (133,844 ) $ (12,385 ) |
Schedule of provision for income taxes | The provision for income taxes consists of the following: 2014 2015 2016 Current: Federal $ 190 $ 9 $ (226 ) State 238 248 93 Foreign 1,017 912 567 Total current 1,445 1,169 434 Deferred: Federal 29 337 478 State (10 ) 71 75 Foreign (389 ) 37 352 Total deferred (370 ) 445 905 Total $ 1,075 $ 1,614 $ 1,339 |
Schedule of reconciliation of federal income tax rate to the actual effective tax rate | Income tax expense for the years ended December 31, 2014 , 2015 and 2016 differs from the "expected" amount computed using the federal income tax rate of 35% as a result of the following: 2014 2015 2016 Computed expected tax (benefit) $ (30,415 ) $ (46,846 ) $ (4,335 ) Nondeductible expenses 10,690 24,998 5,971 Tax rate differential on foreign earnings 5,733 3,701 720 Tax credits (8,286 ) (9,988 ) (9,331 ) Other (1,121 ) (372 ) 833 Change in valuation allowance 24,474 30,121 7,481 Total tax expense $ 1,075 $ 1,614 $ 1,339 |
Schedule of tax effect of temporary differences that give rise to deferred tax assets and liabilities | The tax effect of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2015 and 2016 are as follows: 2015 2016 Deferred tax assets: Accrued expenses $ 4,512 $ 4,566 Sales-type leases 154 55 Alternative minimum tax and general business credits 5,780 6,137 Stock option expense 23,113 26,154 Other 2,283 1,168 Loss carryforwards 174,157 181,884 Total deferred tax assets 209,999 219,964 Less valuation allowance (189,203 ) (195,968 ) Net deferred tax assets 20,796 23,996 Deferred tax liabilities: Depreciation and amortization (17,398 ) (19,364 ) Goodwill (4,600 ) (5,599 ) Partnership income (293 ) (1,432 ) Total deferred tax liabilities (22,291 ) (26,395 ) Net deferred tax liabilities $ (1,495 ) $ (2,399 ) |
Schedule of reconciliation of the total amounts of unrecognized tax benefits | The following is a tabular reconciliation of the total amounts of unrecognized tax benefits for the years ended December 31, 2014 , 2015 and 2016 : Unrecognized tax benefit—December 31, 2014 $ 21,974 Gross increases—tax positions in current year 5,523 Gross increases—tax positions in prior years — Unrecognized tax benefit—December 31, 2015 27,497 Gross increases—tax positions in current year 4,556 Gross increases—tax positions in prior years 17,549 Unrecognized tax benefit—December 31, 2016 $ 49,602 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease obligations for all noncancelable operating leases | The following schedule represents the future minimum lease obligations for all noncancelable operating leases as of December 31, 2016 : Fiscal year: 2017 $ 8,055 2018 6,685 2019 6,287 2020 5,575 2021 4,195 Thereafter 17,801 Total future minimum lease payments $ 48,598 |
Capitalized Lease Obligation 43
Capitalized Lease Obligation and Receivables (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Schedule of future payments under the capital leases | As of December 31, 2016 , future payments under these capital leases are as follows: 2017 $ 2,319 2018 1,887 2019 1,777 2020 575 2021 338 Thereafter 295 Total minimum lease payments 7,191 Less amount representing interest (1,163 ) Future minimum lease payments 6,028 Less current portion (1,890 ) Capital lease obligations, less current portion $ 4,138 |
Schedule of future receipts under the leases | As of December 31, 2016 , future receipts under these leases are as follows: 2017 $ 380 2018 251 2019 186 2020 186 2021 186 Thereafter 1,612 Total 2,801 Less amount representing interest (1,394 ) $ 1,407 |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of revenue, operating income (loss), and long-lived assets shown for each geographic area | 2014 2015 2016 Revenue: United States $ 360,881 $ 330,003 $ 378,497 Canada 16,241 21,818 11,502 Other 51,818 32,499 12,657 Total revenue $ 428,940 $ 384,320 $ 402,656 Operating income (loss): United States $ (41,543 ) $ (33,067 ) $ (8,693 ) Canada (3,087 ) (4,980 ) (4,212 ) Other (9,734 ) (3,576 ) (4,732 ) Total operating income (loss) $ (54,364 ) $ (41,623 ) $ (17,637 ) Long-lived assets: United States $ 582,028 $ 582,644 $ 547,279 Canada 85,984 68,292 66,191 Other 6,854 5,693 5,646 Total long-lived assets $ 674,866 $ 656,629 $ 619,116 |
Summary of Significant Accoun45
Summary of Significant Accounting Policies - Reclassifications (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Interest income | $ 827 | ||
Unamortized debt issuance costs reclassified | $ 1,972 | $ 5,264 | |
Prepaid expenses and other current assets | Accounting Standards Update 2015-03 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Unamortized debt issuance costs reclassified | (273) | ||
Current portion of long-term debt and capital lease obligations | Accounting Standards Update 2015-03 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Unamortized debt issuance costs reclassified | 273 | ||
Notes receivable and other long-term assets | Accounting Standards Update 2015-03 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Unamortized debt issuance costs reclassified | (4,991) | ||
Long term debt and capital lease obligations | Accounting Standards Update 2015-03 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Unamortized debt issuance costs reclassified | 4,991 | ||
Restatement Adjustment | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Interest income | $ (843) | $ (363) |
Summary of Significant Accoun46
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Inventories | |||
Raw materials and spare parts | $ 24,843 | $ 25,113 | |
Work in process | 845 | 973 | |
Finished goods | 3,856 | 3,203 | |
Total inventory | 29,544 | 29,289 | |
Property and Equipment | |||
Proceeds from grants | 3,295 | 4,292 | $ 959 |
Advertising expense | 15 | 44 | 439 |
Foreign exchange transactions gains (losses) | $ 132 | $ 975 | $ (3,188) |
LNG liquefaction plants | Minimum | |||
Property and Equipment | |||
Estimated useful lives | 3 years | ||
LNG liquefaction plants | Maximum | |||
Property and Equipment | |||
Estimated useful lives | 20 years | ||
Station equipment | |||
Property and Equipment | |||
Estimated useful lives | 10 years | ||
Trailers | |||
Property and Equipment | |||
Estimated useful lives | 10 years | ||
Other equipment | Minimum | |||
Property and Equipment | |||
Estimated useful lives | 3 years | ||
Other equipment | Maximum | |||
Property and Equipment | |||
Estimated useful lives | 7 years |
Summary of Significant Accoun47
Summary of Significant Accounting Policies - Goodwill and Intangible Assets (Details) - USD ($) | Dec. 29, 2014 | Oct. 14, 2014 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill and intangible assets | ||||||
Long-lived intangible impairment | $ 0 | $ 0 | $ 4,772,000 | |||
Goodwill and intangible asset impairment | 0 | |||||
Total intangible assets | 85,620,000 | 84,930,000 | ||||
Less accumulated amortization | (37,591,000) | (30,442,000) | ||||
Foreign currency rate change | (9,329,000) | (11,844,000) | ||||
Net intangible assets | 38,700,000 | 42,644,000 | ||||
Amortization expense | 5,794,000 | 5,539,000 | $ 7,024,000 | |||
Estimated amortization expense | ||||||
2,017 | 6,956,000 | |||||
2,018 | 5,913,000 | |||||
2,019 | 4,532,000 | |||||
2,020 | 3,835,000 | |||||
2,021 | 3,184,000 | |||||
Thereafter | 14,280,000 | |||||
Foreign currency translation gains (losses) included in goodwill balances | 1,051,000 | (6,578,000) | ||||
NG Advantage | ||||||
Goodwill and intangible assets | ||||||
Identifiable intangible assets, customer relationships and trade names | $ 5,600,000 | |||||
Estimated amortization expense | ||||||
Increase in goodwill on acquisition | $ 21,070,000 | |||||
IMW | ||||||
Goodwill and intangible assets | ||||||
Long-lived intangible impairment | $ 4,772,000 | |||||
Goodwill and intangible asset impairment | 0 | |||||
Dallas Clean Energy, LLC | ||||||
Estimated amortization expense | ||||||
Reduction in goodwill on sale | $ 7,205,000 | |||||
Minimum | NG Advantage | ||||||
Goodwill and intangible assets | ||||||
Estimated useful lives | 4 years | |||||
Maximum | NG Advantage | ||||||
Goodwill and intangible assets | ||||||
Estimated useful lives | 7 years | |||||
Technology | ||||||
Goodwill and intangible assets | ||||||
Total intangible assets | $ 54,400,000 | 54,400,000 | ||||
Technology | Minimum | ||||||
Goodwill and intangible assets | ||||||
Estimated useful lives | 2 years | |||||
Technology | Maximum | ||||||
Goodwill and intangible assets | ||||||
Estimated useful lives | 20 years | |||||
Customer relationships | ||||||
Goodwill and intangible assets | ||||||
Total intangible assets | $ 16,576,000 | 16,576,000 | ||||
Customer relationships | Minimum | ||||||
Goodwill and intangible assets | ||||||
Estimated useful lives | 1 year | |||||
Customer relationships | Maximum | ||||||
Goodwill and intangible assets | ||||||
Estimated useful lives | 8 years | |||||
Acquired contracts | ||||||
Goodwill and intangible assets | ||||||
Total intangible assets | $ 4,384,000 | 3,694,000 | ||||
Acquired contracts | Minimum | ||||||
Goodwill and intangible assets | ||||||
Estimated useful lives | 1 year | |||||
Acquired contracts | Maximum | ||||||
Goodwill and intangible assets | ||||||
Estimated useful lives | 10 years | |||||
Trademarks and trade names | ||||||
Goodwill and intangible assets | ||||||
Total intangible assets | $ 8,200,000 | 8,200,000 | ||||
Trademarks and trade names | Minimum | ||||||
Goodwill and intangible assets | ||||||
Estimated useful lives | 2 years | |||||
Trademarks and trade names | Maximum | ||||||
Goodwill and intangible assets | ||||||
Estimated useful lives | 10 years | |||||
Non-compete agreements | ||||||
Goodwill and intangible assets | ||||||
Estimated useful lives | 3 years | |||||
Total intangible assets | $ 2,060,000 | $ 2,060,000 | ||||
Customer relationships and tradenames | NG Advantage | ||||||
Goodwill and intangible assets | ||||||
Identifiable intangible assets, customer relationships and trade names | $ 5,600,000 |
Summary of Significant Accoun48
Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Revenues | $ 402,656 | $ 384,320 | $ 428,940 |
Percentage-of-Completion Method | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Effect of change on net revenue | 18,683 | ||
Effect of change on operating income | $ 1,666 | ||
Effect of change on diluted income per share (in dollars per share) | $ 0.01 | ||
Volume Related | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Revenues | $ 283,814 | 260,629 | 247,899 |
Compressor Sales | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Revenues | 27,262 | 54,497 | 84,775 |
Station Construction Sales | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Revenues | 64,942 | 37,830 | 67,392 |
VETC | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Revenues | 26,638 | 30,986 | 28,359 |
Other | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Revenues | $ 0 | $ 378 | $ 515 |
Summary of Significant Accoun49
Summary of Significant Accounting Policies - Alternative Fuels Excise Tax Credit (Details) $ in Thousands | 12 Months Ended | 99 Months Ended | ||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)$ / gallon | Dec. 31, 2014USD ($) | Dec. 31, 2014$ / gallon | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
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 | |||
VETC credits recognized as revenue | $ | $ 26,638 | $ 30,986 | $ 28,359 |
Summary of Significant Accoun50
Summary of Significant Accounting Policies - Net Loss Per Share (Details) - shares | Oct. 04, 2016 | Dec. 31, 2014 | Sep. 11, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2015 |
Net Loss Per Share | |||||||||
Number of shares that will not vest and will not become exercisable (in shares) | 4,000,000 | 4,000,000 | |||||||
Common stock, issued (in shares) | 145,538,063 | 92,382,717 | 92,382,717 | ||||||
GE Credit Agreement | GE Warrant | |||||||||
Net Loss Per Share | |||||||||
Number of shares exercisable in the period (in shares) | 500,000 | 500,000 | |||||||
Common stock, issued (in shares) | 997,740 | ||||||||
Common stock | GE Credit Agreement | GE Warrant | |||||||||
Net Loss Per Share | |||||||||
Anti-dilutive securities (in shares) | 4,000,000 | 4,000,000 | |||||||
Number of securities called by warrants (in shares) | 1,000,000 | ||||||||
Number of shares that will not vest and will not become exercisable (in shares) | 4,000,000 | 4,000,000 | |||||||
Stock Options | |||||||||
Net Loss Per Share | |||||||||
Anti-dilutive securities (in shares) | 11,467,796 | 11,487,938 | 11,486,301 | ||||||
Series I Warrant Liabilities | |||||||||
Net Loss Per Share | |||||||||
Anti-dilutive securities (in shares) | 0 | 2,130,682 | 6,130,682 | ||||||
Common stock related to the GE Warrant included in the basic and dilutive net loss per share calculation (in shares) | 5,000,000 | ||||||||
Convertible Notes | |||||||||
Net Loss Per Share | |||||||||
Anti-dilutive securities (in shares) | 16,573,799 | 35,185,979 | 35,185,979 | ||||||
Restricted Stock Units | |||||||||
Net Loss Per Share | |||||||||
Anti-dilutive securities (in shares) | 2,072,304 | 3,419,776 | 2,591,752 |
Summary of Significant Accoun51
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Concentration of Credit Risk | ||
Amount in excess of FDIC insurance limits | $ 34,439 | $ 40,691 |
IMW | ||
Concentration of Credit Risk | ||
Maximum percentage of foreign trade receivables covered by accounts receivable insurance (up to) | 90.00% |
Acquisitions and Divestitures -
Acquisitions and Divestitures - NG Advantage (Details) $ in Thousands | Oct. 14, 2014USD ($)payment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Allocation of aggregate purchase price | ||||
Goodwill | $ 93,018 | $ 91,967 | ||
Income (loss) from noncontrolling interest | (1,571) | (1,216) | $ (1,200) | |
Noncontrolling interest in subsidiary | 24,822 | 26,393 | ||
NG Advantage | ||||
Allocation of aggregate purchase price | ||||
Current assets | $ 40,558 | |||
Property, plant and equipment | 20,862 | |||
Other long-term assets | 5,115 | |||
Identifiable intangible assets | 5,600 | |||
Goodwill | 21,070 | |||
Total assets acquired | 93,205 | |||
Current liabilities assumed | (9,165) | |||
Long-term debt including capital leases assumed, excluding current installments | (17,604) | |||
Other liabilities | (711) | |||
Noncontrolling interest | (28,075) | |||
Total purchase price | 37,650 | |||
Assumed debt related to purchases of capital assets and working capital needs | 20,439 | |||
Debt payment | $ 10,361 | |||
Income (loss) from noncontrolling interest | (1,571) | (1,216) | $ (1,200) | |
Noncontrolling interest in subsidiary | 24,822 | $ 26,393 | ||
Payments to acquire productive assets | $ 1,550 | |||
NG Advantage | Minimum | ||||
Allocation of aggregate purchase price | ||||
Identifiable intangible assets, estimated useful lives | 4 years | |||
NG Advantage | Maximum | ||||
Allocation of aggregate purchase price | ||||
Identifiable intangible assets, estimated useful lives | 7 years | |||
NG Advantage | Customer relationships and tradenames | ||||
Allocation of aggregate purchase price | ||||
Identifiable intangible assets | $ 5,600 | |||
NG Advantage | Common unit purchase agreement | ||||
Acquisitions and Divestitures | ||||
Total consideration | $ 37,650 | |||
Ownership interest acquired | 53.30% | |||
Consideration paid in cash | $ 19,000 | |||
Consideration liability | $ 18,650 | |||
Number of installments | payment | 2 | |||
NG Advantage | Common unit purchase agreement | Due by January 2015 | ||||
Acquisitions and Divestitures | ||||
Consideration liability | $ 3,000 | |||
NG Advantage | Common unit purchase agreement | Due by April 2015 | ||||
Acquisitions and Divestitures | ||||
Consideration liability | $ 15,650 |
Acquisitions and Divestitures53
Acquisitions and Divestitures - DCE and DCEMB (Details) - USD ($) $ in Thousands | Dec. 29, 2014 | Sep. 04, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Divestitures | |||||||||
Gain from sale of subsidiary | $ 0 | $ 937 | $ 11,998 | ||||||
Goodwill | $ 93,018 | 91,967 | |||||||
Dallas Clean Energy, LLC | Cambrian | |||||||||
Divestitures | |||||||||
Cash consideration received on sale of subsidiary | $ 1,118 | $ 40,588 | $ 6,992 | ||||||
Dallas Clean Energy, LLC | Cambrian | Mavrix | |||||||||
Divestitures | |||||||||
Percentage of ownership sold | 51.00% | 19.00% | |||||||
Ownership interest | 70.00% | ||||||||
Gain from sale of subsidiary | $ 12,935 | $ 11,998 | $ 937 |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Restricted Cash | ||
Short-term restricted cash | $ 6,996 | $ 4,240 |
Canton Bonds | ||
Restricted Cash | ||
Short-term restricted cash | 3,665 | 2,609 |
Held in Escrow | ||
Restricted Cash | ||
Short-term restricted cash | 1,578 | 0 |
Standby letters of credit | ||
Restricted Cash | ||
Short-term restricted cash | $ 1,753 | $ 1,631 |
Investments (Details)
Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Short-term investments | ||
Amortized Cost | $ 73,729 | $ 103,029 |
Gross Unrealized Losses | (11) | (85) |
Estimated Fair Value | 73,718 | 102,944 |
Municipal bonds and notes | ||
Short-term investments | ||
Amortized Cost | 8,791 | 16,797 |
Gross Unrealized Losses | (4) | (7) |
Estimated Fair Value | 8,787 | 16,790 |
Zero coupon bonds | ||
Short-term investments | ||
Amortized Cost | 500 | |
Gross Unrealized Losses | (1) | |
Estimated Fair Value | 499 | |
Corporate bonds | ||
Short-term investments | ||
Amortized Cost | 21,517 | 37,181 |
Gross Unrealized Losses | (7) | (77) |
Estimated Fair Value | 21,510 | 37,104 |
Certificates of deposit | ||
Short-term investments | ||
Amortized Cost | 43,421 | 48,551 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | $ 43,421 | $ 48,551 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair value measured on recurring basis - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Warrants | ||
Liabilities: | ||
Warrants | $ 581 | $ 632 |
Level 3 | Warrants | ||
Liabilities: | ||
Warrants | 581 | 632 |
Municipal bonds and notes | ||
Assets: | ||
Available-for-sale securities | 8,787 | 16,790 |
Municipal bonds and notes | Level 2 | ||
Assets: | ||
Available-for-sale securities | 8,787 | 16,790 |
Zero coupon bonds | ||
Assets: | ||
Available-for-sale securities | 499 | |
Zero coupon bonds | Level 2 | ||
Assets: | ||
Available-for-sale securities | 499 | |
Corporate bonds | ||
Assets: | ||
Available-for-sale securities | 21,510 | 37,104 |
Corporate bonds | Level 2 | ||
Assets: | ||
Available-for-sale securities | 21,510 | 37,104 |
Certificates of deposit | ||
Assets: | ||
Available-for-sale securities | 43,421 | 48,551 |
Certificates of deposit | Level 2 | ||
Assets: | ||
Available-for-sale securities | $ 43,421 | $ 48,551 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Recognition (Details) - Series I Warrant Liabilities - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of the beginning and ending balances of items measured at fair value using significant unobservable inputs (Level 3) | ||
Beginning Balance | $ 632 | $ 2,046 |
Gain included in earnings | (51) | (1,414) |
Ending Balance | $ 581 | $ 632 |
Other Receivables (Details)
Other Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Other Receivables | ||
Other receivables | $ 21,934 | $ 60,667 |
Loans to customers to finance vehicle purchases | ||
Other Receivables | ||
Other receivables | 7,416 | 10,531 |
Accrued customer billings | ||
Other Receivables | ||
Other receivables | 4,308 | 7,106 |
Fuel tax and carbon credits | ||
Other Receivables | ||
Other receivables | 6,358 | 40,730 |
Other | ||
Other Receivables | ||
Other receivables | $ 3,852 | $ 2,300 |
Land, Property and Equipment (D
Land, Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Land, Property and Equipment | |||
Land, property and equipment, gross | $ 752,407 | $ 733,834 | |
Less: accumulated depreciation | (268,484) | (217,510) | |
Land, property and equipment, net | 483,923 | 516,324 | |
Capitalized software costs, net | 25,728 | 22,886 | |
Accumulated amortization on the capitalized software costs | 17,237 | 13,793 | |
Amortization expense related to the capitalized software costs | 3,444 | 3,053 | $ 2,993 |
Amount included in accounts payable balances | 4,053 | 5,955 | |
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 | 47,545 | 46,397 | |
Station equipment | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | 341,605 | 316,258 | |
Trailers | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | 54,985 | 50,414 | |
Other equipment | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | 93,118 | 83,687 | |
Construction in progress | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | $ 117,662 | $ 139,586 |
Investment in Other Entities (D
Investment in Other Entities (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 16, 2014 | |
Equity method investments | ||||
Loss from investment | $ (22) | $ (815) | $ (490) | |
Capital from equity method investment | $ 3,031 | 0 | 0 | |
RNG Ventures | ||||
Equity method investments | ||||
Ownership interest | 50.00% | |||
Responsibility percent of development costs | 50.00% | |||
Percentage of right to purchase products for vehicle fuels market | 100.00% | |||
Investment balance | $ 833 | |||
Mansfield Energy Corp | ||||
Equity method investments | ||||
Ownership interest | 50.00% | |||
Investment balance | 1,642 | 4,695 | ||
Loss from investment | 22 | $ 815 | $ 490 | |
Capital from equity method investment | $ 3,031 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accrued alternative fuels incentives | $ 9,840 | $ 15,651 |
Accrued employee benefits | 4,317 | 3,042 |
Accrued interest | 1,849 | 3,718 |
Accrued gas and equipment purchases | 11,657 | 14,133 |
Accrued property and other taxes | 4,572 | 5,344 |
Salaries and wages | 12,293 | 9,537 |
Other | 8,073 | 7,657 |
Total accrued liabilities | $ 52,601 | $ 59,082 |
Debt - Debt and Capital Lease O
Debt - Debt and Capital Lease Obligations (Details) - USD ($) | Dec. 31, 2016 | Feb. 29, 2016 | Dec. 31, 2015 | Sep. 30, 2013 | Aug. 24, 2011 | Jul. 11, 2011 |
Long-term debt | ||||||
Principal Balances | $ 314,348,000 | $ 572,414,000 | ||||
Unamortized Debt Financing Costs | 1,972,000 | 5,264,000 | ||||
Balance, Net of Financing Costs | 312,376,000 | 567,150,000 | ||||
Principal Balances, amounts due within one year | (6,126,000) | (150,129,000) | ||||
Unamortized Debt Financing Costs, amounts due within one year | (183,000) | (273,000) | ||||
Balance, Net of Financing Costs, amounts due within one year | (5,943,000) | (149,856,000) | ||||
Principal Balances, long-term | 308,222,000 | 422,285,000 | ||||
Unamortized Debt Financing Costs, long-term | 1,789,000 | 4,991,000 | ||||
Balance, Net of Financing Costs, long-term | 306,433,000 | 417,294,000 | ||||
Summary of aggregate maturities of long-term debt | ||||||
2,017 | 6,126,000 | |||||
2,018 | 189,646,000 | |||||
2,019 | 55,493,000 | |||||
2,020 | 54,634,000 | |||||
2,021 | 3,996,000 | |||||
Thereafter | 4,453,000 | |||||
7.5% Notes | ||||||
Long-term debt | ||||||
Principal Balances | 150,000,000 | 150,000,000 | ||||
Unamortized Debt Financing Costs | 274,000 | 399,000 | ||||
Balance, Net of Financing Costs | 149,726,000 | 149,601,000 | ||||
Interest rate | 7.50% | |||||
Summary of aggregate maturities of long-term debt | ||||||
2,017 | 0 | |||||
2,018 | 50,000,000 | |||||
2,019 | 50,000,000 | |||||
2,020 | 50,000,000 | |||||
2,021 | 0 | |||||
Thereafter | 0 | |||||
7.5% Notes | Long-Term Debt, Related Party | Pickens | ||||||
Long-term debt | ||||||
Balance, Net of Financing Costs | 65,000,000 | |||||
SLG Notes | ||||||
Long-term debt | ||||||
Principal Balances | 145,000,000 | |||||
Unamortized Debt Financing Costs | 38,000 | |||||
Balance, Net of Financing Costs | 144,962,000 | |||||
Interest rate | 7.50% | |||||
5.25% Notes | ||||||
Long-term debt | ||||||
Principal Balances | 110,450,000 | 250,000,000 | ||||
Unamortized Debt Financing Costs | 1,088,000 | 3,985,000 | ||||
Balance, Net of Financing Costs | 109,362,000 | 246,015,000 | ||||
Interest rate | 5.25% | |||||
Summary of aggregate maturities of long-term debt | ||||||
2,017 | 0 | |||||
2,018 | 110,450,000 | |||||
2,019 | 0 | |||||
2,020 | 0 | |||||
2,021 | 0 | |||||
Thereafter | 0 | |||||
Plains Capital Bank Credit Agreement | ||||||
Long-term debt | ||||||
Principal Balances | 23,500,000 | |||||
Unamortized Debt Financing Costs | 0 | |||||
Balance, Net of Financing Costs | 23,500,000 | |||||
Interest rate | 2.70% | |||||
Summary of aggregate maturities of long-term debt | ||||||
2,017 | 0 | |||||
2,018 | 23,500,000 | |||||
2,019 | 0 | |||||
2,020 | 0 | |||||
2,021 | 0 | |||||
Thereafter | 0 | |||||
Canton Bonds | ||||||
Long-term debt | ||||||
Principal Balances | 9,520,000 | 10,910,000 | ||||
Unamortized Debt Financing Costs | 373,000 | 514,000 | ||||
Balance, Net of Financing Costs | 9,147,000 | 10,396,000 | ||||
Summary of aggregate maturities of long-term debt | ||||||
2,017 | 1,420,000 | |||||
2,018 | 1,460,000 | |||||
2,019 | 1,555,000 | |||||
2,020 | 1,665,000 | |||||
2,021 | 1,695,000 | |||||
Thereafter | 1,725,000 | |||||
Capital lease obligations | ||||||
Long-term debt | ||||||
Principal Balances | 6,028,000 | 6,448,000 | ||||
Unamortized Debt Financing Costs | 0 | 0 | ||||
Balance, Net of Financing Costs | 6,028,000 | 6,448,000 | ||||
Summary of aggregate maturities of long-term debt | ||||||
2,017 | 1,890,000 | |||||
2,018 | 1,569,000 | |||||
2,019 | 1,568,000 | |||||
2,020 | 462,000 | |||||
2,021 | 265,000 | |||||
Thereafter | 274,000 | |||||
Other debt | ||||||
Long-term debt | ||||||
Principal Balances | 14,850,000 | 10,056,000 | ||||
Unamortized Debt Financing Costs | 237,000 | 328,000 | ||||
Balance, Net of Financing Costs | 14,613,000 | $ 9,728,000 | ||||
Summary of aggregate maturities of long-term debt | ||||||
2,017 | 2,816,000 | |||||
2,018 | 2,667,000 | |||||
2,019 | 2,370,000 | |||||
2,020 | 2,507,000 | |||||
2,021 | 2,036,000 | |||||
Thereafter | $ 2,454,000 |
Debt - 7.5% Notes (Details)
Debt - 7.5% Notes (Details) - 7.5% Notes | Jun. 14, 2013USD ($)day$ / shares | Jul. 11, 2011USD ($)note | Aug. 27, 2013USD ($) |
Long-term debt | |||
Interest rate | 7.50% | ||
Financing commitment received (up to) | $ 150,000,000 | ||
Number of convertible promissory notes to be issued | note | 3 | ||
Financing commitment issuance period | 3 years | ||
Principal amount of each debt instrument to be issued | $ 50,000,000 | ||
Pickens | |||
Long-term debt | |||
Aggregate principal amount | $ 65,000,000 | ||
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 | ||
Other Third Parties | |||
Long-term debt | |||
Aggregate principal amount | $ 5,000,000 |
Debt - SLG Notes (Details)
Debt - SLG Notes (Details) - SLG Notes - USD ($) | Jul. 14, 2016 | Feb. 29, 2016 | Mar. 01, 2012 | Aug. 24, 2011 |
Long-term debt | ||||
Financing commitment received | $ 150,000,000 | |||
Interest rate | 7.50% | |||
Principal amount transferred | $ 24,000,000 | |||
Repayments of debt | $ 60,000,000 | |||
Repayments of debt, accrued interest | $ 1,812,000 | |||
Purchaser | ||||
Long-term debt | ||||
Repayments of debt, accrued interest | $ 248,000 | |||
Debt instrument, repurchased face amount | 85,000,000 | |||
Repayments of convertible debt | 38,155,000 | |||
Gain (loss) on repurchase of debt instrument | $ (891,000) | |||
Purchaser | Common stock | ||||
Long-term debt | ||||
Common stock issued upon conversion of debt (in shares) | 14,000,000 |
Debt - 5.25% (Details)
Debt - 5.25% (Details) | May 04, 2016USD ($)shares | Sep. 30, 2013USD ($)day$ / sharesshares | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Long-term debt | ||||||
Payment of certain debt issuance costs | $ 0 | $ 0 | $ 896,000 | |||
5.25% Notes | ||||||
Long-term debt | ||||||
Interest rate | 5.25% | |||||
Debt issuance amount | $ 250,000,000 | |||||
Payment of certain debt issuance costs | 7,805,000 | |||||
Amount of advance funded | 242,195,000 | |||||
Denominator in calculation of shares per principal amount in debt conversion | $ 1,000 | |||||
Common stock issued upon conversion of debt (in shares) | shares | 6,265,829 | 64.1026 | ||||
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% | |||||
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 convertible debt | 84,344,000 | |||||
Repurchased face amount during period | 114,550,000 | |||||
Repayments of debt, accrued interest | $ 1,546,000 | |||||
Converted instrument, amount | $ 25,000,000 | |||||
Gain (loss) on repurchase of debt instrument | $ 35,239,000 | |||||
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 - USD ($) | Feb. 29, 2016 | Dec. 31, 2016 |
Long-term debt | ||
Line of credit limit (up to) | $ 50,000,000 | |
Period during which the debt instrument principal balance is required to be paid following its issuance | 1 year | |
Draw down of line of credit | $ 50,000,000 | $ 23,500,000 |
Interest rate | 2.70% | |
London Interbank Offered Rate (LIBOR | ||
Long-term debt | ||
Basis spread on variable rate | 2.30% |
Debt - Canton Bonds and Other D
Debt - Canton Bonds and Other Debt (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Mar. 19, 2014 | |
Long-term debt | |||
Maximum effective interest rate (up to) | 21.45% | ||
Weighted average interest rate | 5.00% | 6.35% | |
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% |
Debt - Termination of GE Loans
Debt - Termination of GE Loans and Marvix Note (Details) | Dec. 29, 2014 | Apr. 25, 2013USD ($) | Nov. 07, 2012USD ($)subsidiaryplant$ / sharesshares | Dec. 31, 2015USD ($)shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($) |
Long-term debt | ||||||
Number of shares that will not vest and will not become exercisable (in shares) | shares | 4,000,000 | 4,000,000 | ||||
GE Credit Agreement | ||||||
Long-term debt | ||||||
Number of wholly owned subsidiaries through which the entity entered into a financing arrangement | subsidiary | 2 | |||||
Line of credit limit (up to) | $ 200,000,000 | |||||
Number of LNG production facilities being financed | plant | 2 | |||||
Commitment fee on the unutilized loan amounts | 0.50% | |||||
Commitment fee | $ 1,014,000 | $ 1,014,000 | ||||
Project completion period, months after funding | 30 months | |||||
Write off of deferred financing costs | $ 54,925,000 | |||||
GE Credit Agreement | GE Warrant | Common stock | ||||||
Long-term debt | ||||||
Number of shares that can be purchased upon exercise of warrants (in shares) | shares | 5,000,000 | |||||
Exercise price of the warrant (in dollars per share) | $ / shares | $ 0.01 | |||||
Number of shares that will not vest and will not become exercisable (in shares) | shares | 4,000,000 | 4,000,000 | ||||
Mavrix Note | Note Purchaser | ||||||
Long-term debt | ||||||
Aggregate principal amount | $ 30,000,000 | |||||
Amount funded | 15,000,000 | |||||
Repayments of debt | 13,594,000 | |||||
Early termination fee | $ 750,000 |
Derivative Transactions (Detail
Derivative Transactions (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative Transactions | |||
Derivative gain (loss) | $ 22,000 | $ 1,414,000 | $ 5,748,000 |
Forward exchange contracts | |||
Derivative Transactions | |||
Number of commodity futures or forward exchange contracts outstanding | $ 0 | $ 0 | |
Natural gas futures contracts | |||
Derivative Transactions | |||
Unrealized gains on derivative instruments recognized in other comprehensive income loss | 108,000 | ||
Derivative gain (loss) | $ (65,000) |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Dec. 31, 2016classvote$ / sharesshares | Dec. 31, 2015$ / sharesshares |
Stockholders' Equity Note [Abstract] | ||
Authorized number of classes of capital stock | class | 2 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Authorized shares (in shares) | 225,000,000 | |
Common stock, authorized (in shares) | 224,000,000 | 224,000,000 |
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 |
Number of votes per share held by holders of common stock | vote | 1 |
Stockholders' Equity - Issuance
Stockholders' Equity - Issuance of Common Stock and Warrants (Details) - USD ($) | Oct. 04, 2016 | Nov. 07, 2012 | Nov. 03, 2008 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 21, 2016 | Sep. 09, 2016 | Nov. 11, 2015 |
Stockholders' equity | |||||||||||
Common stock, issued (in shares) | 92,382,717 | 92,382,717 | 145,538,063 | 92,382,717 | |||||||
ATM Program Activity | |||||||||||
Fees and issuance costs | $ 2,283,000 | $ 883,000 | $ 0 | ||||||||
Equity distribution agreement | Citigroup | |||||||||||
Stockholders' equity | |||||||||||
Common stock, amount authorized (up to) | $ 200,000,000 | $ 110,000,000 | $ 75,000,000 | ||||||||
ATM Program Activity | |||||||||||
Gross proceeds | $ 6,943,000 | 103,591,000 | |||||||||
Fees and issuance costs | 493,000 | 2,612,000 | |||||||||
Net proceeds | $ 6,450,000 | $ 100,979,000 | |||||||||
Shares issued (in shares) | 1,561,902 | 31,064,434 | |||||||||
GE Credit Agreement | |||||||||||
Stockholders' equity | |||||||||||
Write off of deferred financing costs | $ 54,925,000 | ||||||||||
Series I Warrants | |||||||||||
Stockholders' equity | |||||||||||
Period from which warrants are exercisable | 6 months | ||||||||||
Warrant expiration term | 7 years | ||||||||||
Exercise price of the warrant (in dollars per share) | $ 12.54 | ||||||||||
GE Warrant | GE Credit Agreement | |||||||||||
Stockholders' equity | |||||||||||
Warrants outstanding, not exercisable (in shares) | 4,000,000 | 4,000,000 | 4,000,000 | ||||||||
Common stock, issued (in shares) | 997,740 | ||||||||||
Fair value of warrants issued, additional paid-in capital | $ 56,158,000 | ||||||||||
GE Warrant | Common stock | GE Credit Agreement | |||||||||||
Stockholders' equity | |||||||||||
Number of shares that can be purchased upon exercise of warrants (in shares) | 5,000,000 | ||||||||||
Exercise price of the warrant (in dollars per share) | $ 0.01 | ||||||||||
Number of securities called by warrants (in shares) | 1,000,000 | ||||||||||
NG Advantage Warrants | NG Advantage | |||||||||||
ATM Program Activity | |||||||||||
Fair value of warrants outstanding | $ 561,000 | $ 561,000 | $ 581,000 | $ 561,000 | |||||||
Gain from the change in fair value | $ (21,000) | $ 69,000 | $ 0 | ||||||||
NG Advantage Warrants | Common stock | NG Advantage | |||||||||||
Stockholders' equity | |||||||||||
Number of shares that can be purchased upon exercise of warrants (in shares) | 127,200 | ||||||||||
Maximum | Series I Warrants | |||||||||||
Stockholders' equity | |||||||||||
Number of shares issued for units under Placement Agent Agreement (in shares) | 4,419,192 | ||||||||||
Number of shares that can be purchased upon exercise of warrants (in shares) | 3,314,394 |
Stockholders' Equity - Stock-Ba
Stockholders' Equity - Stock-Based Compensation (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock-based compensation | |||
Stock-based compensation expense, net of $0 tax in 2014, 2015 and 2016 | $ 8,092,000 | $ 10,779,000 | $ 11,514,000 |
Stock-based compensation expense, tax | $ 0 | $ 0 | $ 0 |
2006 Plan | Stock Options | |||
Stock-based compensation | |||
Number of shares available for future grant | 6,112,582 | ||
Number of Shares | |||
Outstanding at the beginning of the period (in shares) | 11,487,938 | 11,486,301 | 11,526,998 |
Granted (in shares) | 284,750 | 1,415,200 | 957,000 |
Exercised (in shares) | 0 | (608,279) | (468,279) |
Forfeited or expired (in shares) | (304,892) | (805,284) | (529,418) |
Outstanding at the end of the period (in shares) | 11,467,796 | 11,487,938 | 11,486,301 |
Exercisable at the end of the period (in shares) | 10,176,324 | ||
Vested and expected to vest at the end of the period (in shares) | 11,351,637 | ||
Weighted Average Exercise Price | |||
Outstanding at the beginning of the period (in dollars per share) | $ 11.44 | $ 11.91 | $ 11.79 |
Granted (in dollars per share) | 3.63 | 5.39 | 10.23 |
Exercised (in dollars per share) | 0 | 2.96 | 3.78 |
Forfeited or expired (in dollars per share) | 11.30 | 14.04 | 13.40 |
Outstanding at the end of the period (in dollars per share) | 11.25 | $ 11.44 | $ 11.91 |
Exercisable at the end of the period (in dollars per share) | 11.96 | ||
Vested and expected to vest at the end of the period (in dollars per share) | $ 11.30 | ||
Additional option disclosures | |||
Outstanding at the end of the period, weighted average remaining contractual term | 3 years 11 months 27 days | ||
Exercisable at the end of the period, weighted average remaining contractual term | 3 years 4 months 28 days | ||
Vested and expected to vest at the end of the period, weighted average remaining contractual term | 3 years 10 months 17 days | ||
Outstanding at the end of the period, aggregate intrinsic value | $ 0 | ||
Exercisable at the end of the period, aggregate intrinsic value | 0 | ||
Vested and expected to vest at the end of the period, aggregate intrinsic value | 0 | ||
Other disclosures | |||
Total unrecognized compensation cost related to non-vested shares | $ 2,794,000 | ||
Weighted average period over which the total unrecognized compensation cost related to non-vested shares is expected to be recognized | 1 year 8 months 5 days | ||
Total fair value of shares vested | $ 2,544,000 | ||
Intrinsic value of all options exercised | $ 0 | $ 2,197,000 | $ 2,568,000 |
Weighted-average assumption used for grants | |||
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility, minimum | 61.10% | 59.20% | 52.30% |
Expected volatility, maximum | 70.80% | 72.00% | 67.00% |
Risk-free interest rate, minimum | 1.20% | 1.70% | 1.10% |
Risk-free interest rate, maximum | 2.00% | 1.80% | 1.80% |
Expected life | 6 years | 6 years | 6 years |
Stock-based compensation | |||
Weighted-average grant date fair values of options granted (in dollars per share) | $ 2.30 | $ 3.29 | $ 5.32 |
Stock-based compensation expense | $ 2,561,000 | $ 5,195,000 | $ 7,286,000 |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock Units (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2012 |
Market-Based RSUs | |||||
Stock-based compensation | |||||
Number of shares of common stock to be received for each performance unit (in shares) | 1 | ||||
Period from the date of grant after which awards will be automatically forfeited if the Stock Price Condition is not satisfied | 4 years | ||||
Shares forfeited (in shares) | 1,605,500 | ||||
Number of Shares | |||||
Outstanding at the beginning of the period (in shares) | 1,769,000 | 1,769,000 | 1,545,000 | ||
Granted (in shares) | 0 | 0 | 489,500 | ||
Vested (in shares) | 0 | 0 | 0 | ||
Forfeited or expired (in shares) | (1,340,000) | 0 | (265,500) | ||
Outstanding at the end of the period (in shares) | 429,000 | 429,000 | 1,769,000 | 1,769,000 | |
Expected to vest at the end of the period (in shares) | 0 | 0 | |||
Weighted Average Fair Value at Grant Date | |||||
Outstanding at the beginning of the period (in dollars per share) | $ 10.67 | $ 10.67 | $ 11.42 | ||
Granted (in dollars per share) | 0 | 0 | 8.26 | ||
Vested (in dollars per share) | 0 | 0 | 0 | ||
Forfeited or expired (in dollars per share) | 11.44 | 0 | 10.62 | ||
Outstanding at the end of the period (in dollars per share) | $ 8.26 | 8.26 | $ 10.67 | $ 10.67 | |
Expected to vest at the end of the period (in dollars per share) | $ 0 | $ 0 | |||
Outstanding at the end of the period, weighted average remaining contractual term | 1 year 1 month 2 days | ||||
Expected to vest at the end of the period, weighted average remaining contractual term | 0 days | ||||
Stock-based compensation | |||||
Total unrecognized compensation cost related to non-vested shares | $ 0 | $ 0 | |||
Stock-based compensation expense | $ 169,000 | $ 1,770,000 | $ 2,556,000 | ||
Market-Based RSUs | Minimum | |||||
Stock-based compensation | |||||
Period from the date of grant in which the closing price of the entity's common stock must exceed the closing price in order for a holder to receive one share of common stock for each award | 2 years | ||||
Number of consecutive trading days during which the closing price of the entity's common stock must exceed the closing price on the grant date in order for a holder to receive one share of common stock for each award | 20 days | ||||
Percentage of the closing price of the entity's common stock that the closing price must equal or exceed in order for an award holder to receive one share of common stock for each award | 135.00% | ||||
Market-Based RSUs | Maximum | |||||
Stock-based compensation | |||||
Period from the date of grant in which the closing price of the entity's common stock must exceed the closing price in order for a holder to receive one share of common stock for each award | 4 years | ||||
Service-Based RSUs | |||||
Number of Shares | |||||
Outstanding at the beginning of the period (in shares) | 1,650,776 | 822,752 | 45,836 | ||
Granted (in shares) | 850,125 | 1,167,750 | 792,500 | ||
Vested (in shares) | (726,687) | (283,726) | (15,584) | ||
Forfeited or expired (in shares) | (130,910) | (56,000) | 0 | ||
Outstanding at the end of the period (in shares) | 1,643,304 | 1,643,304 | 1,650,776 | 822,752 | |
Expected to vest at the end of the period (in shares) | 1,545,222 | 1,545,222 | |||
Weighted Average Fair Value at Grant Date | |||||
Outstanding at the beginning of the period (in dollars per share) | $ 5.50 | $ 5.82 | $ 13.09 | ||
Granted (in dollars per share) | 3.63 | 5.38 | 5.54 | ||
Vested (in dollars per share) | 5.53 | 5.94 | 13.09 | ||
Forfeited or expired (in dollars per share) | 4.91 | 5.57 | 0 | ||
Outstanding at the end of the period (in dollars per share) | $ 4.56 | 4.56 | $ 5.50 | $ 5.82 | |
Expected to vest at the end of the period (in dollars per share) | $ 4.56 | $ 4.56 | |||
Outstanding at the end of the period, weighted average remaining contractual term | 1 year 2 months 9 days | ||||
Expected to vest at the end of the period, weighted average remaining contractual term | 11 months 27 days | ||||
Stock-based compensation | |||||
Total unrecognized compensation cost related to non-vested shares | $ 5,799,000 | $ 5,799,000 | |||
Weighted average period over which the total unrecognized compensation cost related to non-vested shares is expected to be recognized | 1 year 2 months 16 days | ||||
Stock-based compensation expense | $ 4,395,000 | $ 2,622,000 | $ 365,000 | ||
Vesting period | 3 years | ||||
Service-Based RSUs | Vesting over the first year | |||||
Stock-based compensation | |||||
Vesting percentage | 34.00% | ||||
Service-Based RSUs | Vesting over the second year | |||||
Stock-based compensation | |||||
Vesting percentage | 33.00% | ||||
Service-Based RSUs | Vesting over the third year | |||||
Stock-based compensation | |||||
Vesting percentage | 33.00% | ||||
2012 and 2014 | Market-Based RSUs | |||||
Number of Shares | |||||
Granted (in shares) | 2,034,500 | 2,034,500 |
Stockholders' Equity - Employee
Stockholders' Equity - Employee Stock Purchase Plan (Details) - Employee Stock Purchase Plan $ in Thousands | May 07, 2013period | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2016shares |
Stock-based compensation | |||||
Purchase price of shares expressed as percentage of fair market value of common stock | 85.00% | ||||
Number of non-concurrent offering periods | period | 2 | ||||
Number of shares reserved (in shares) | 2,500,000 | 2,500,000 | |||
Stock-based compensation expense | $ | $ 51 | $ 50 | $ 67 | ||
Shares sold pursuant to the ESPP (in shares) | 199,884 |
Stockholders' Equity - Non-Qual
Stockholders' Equity - Non-Qualified Non-Public Subsidiary Unit Options (Details) - CERF Plan - USD ($) | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Number of Shares | ||||
Outstanding at the beginning of the period (in shares) | 108,000 | 115,000 | 115,000 | |
Granted (in shares) | 0 | 0 | 0 | |
Exercised (in shares) | 0 | 0 | 0 | |
Forfeited or expired (in shares) | 0 | (7,000) | 0 | |
Outstanding at the end of the period (in shares) | 108,000 | 108,000 | 115,000 | |
Weighted Average Exercise Price | ||||
Outstanding at the beginning of the period (in dollars per share) | $ 40.80 | $ 40.80 | $ 40.80 | |
Granted (in dollars per share) | 0 | 0 | 0 | |
Exercised (in dollars per share) | 0 | 0 | 0 | |
Forfeited or expired (in dollars per share) | 0 | 40.80 | 0 | |
Outstanding at the end of the period (in dollars per share) | $ 40.80 | $ 40.80 | $ 40.80 | |
Additional option disclosures | ||||
Outstanding at the end of the period, weighted average remaining contractual term | 6 years 8 months 19 days | |||
Outstanding at the end of the period, aggregate intrinsic value | $ 94,620 | |||
Stock-based compensation | ||||
Weighted-average grant date fair values of options granted (in dollars per share) | $ 31.65 | |||
Stock Options | ||||
Stock-based compensation | ||||
Number of shares reserved for issuance | 150,000 | |||
Other disclosures | ||||
Total unrecognized compensation cost related to non-vested units | 0 | |||
Stock-based compensation | ||||
Stock-based compensation expense | $ 803,000 | $ 1,115,000 | $ 1,240,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Components of loss before income taxes | |||
U.S. | $ 7,150 | $ (111,437) | $ (64,913) |
Foreign | (19,535) | (22,407) | (24,871) |
Total loss before income taxes | (12,385) | (133,844) | (89,784) |
Current: | |||
Federal | (226) | 9 | 190 |
State | 93 | 248 | 238 |
Foreign | 567 | 912 | 1,017 |
Total current | 434 | 1,169 | 1,445 |
Deferred: | |||
Federal | 478 | 337 | 29 |
State | 75 | 71 | (10) |
Foreign | 352 | 37 | (389) |
Total deferred | 905 | 445 | (370) |
Income tax expense (benefit) | $ 1,339 | $ 1,614 | $ 1,075 |
Reconciliation of the income tax provision | |||
Federal income tax rate | 35.00% | 35.00% | 35.00% |
Computed expected tax (benefit) | $ (4,335) | $ (46,846) | $ (30,415) |
Nondeductible expenses | 5,971 | 24,998 | 10,690 |
Tax rate differential on foreign earnings | 720 | 3,701 | 5,733 |
Tax credits | (9,331) | (9,988) | (8,286) |
Other | 833 | (372) | (1,121) |
Change in valuation allowance | 7,481 | 30,121 | 24,474 |
Income tax expense (benefit) | 1,339 | 1,614 | 1,075 |
Tax benefit related to exclusion of VETC associated with 2013 fuel sales | 9,112 | 9,298 | $ 8,221 |
Deferred tax assets: | |||
Accrued expenses | 4,566 | 4,512 | |
Sales-type leases | 55 | 154 | |
Alternative minimum tax and general business credits | 6,137 | 5,780 | |
Stock option expense | 26,154 | 23,113 | |
Other | 1,168 | 2,283 | |
Loss carryforwards | 181,884 | 174,157 | |
Total deferred tax assets | 219,964 | 209,999 | |
Less valuation allowance | (195,968) | (189,203) | |
Net deferred tax assets | 23,996 | 20,796 | |
Deferred tax liabilities: | |||
Depreciation and amortization | (19,364) | (17,398) | |
Goodwill | (5,599) | (4,600) | |
Partnership income | (1,432) | (293) | |
Total deferred tax liabilities | (26,395) | (22,291) | |
Net deferred tax liabilities | $ (2,399) | $ (1,495) |
Income Taxes - Tax Credit Carry
Income Taxes - Tax Credit Carryforwards (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Federal | |
Income Taxes | |
Operating loss carryforwards | $ 447,788 |
Federal | General | |
Income Taxes | |
Tax credit carryforwards | 5,907 |
State | |
Income Taxes | |
Operating loss carryforwards | 329,058 |
Foreign | |
Income Taxes | |
Operating loss carryforwards | $ 79,148 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Valuation allowance | |||
Valuation allowance | $ 195,968 | $ 189,203 | |
Net increase (decrease) in valuation allowance | 6,765 | 28,767 | |
Undistributed earnings of non-U.S. subsidiaries | 4,568 | ||
Unrecognized tax benefits, which if recognized, would primarily affect the effective tax rate | 692 | ||
Unrecognized tax benefits, which if recognized, would increase the net operating loss carryforwards | 48,910 | ||
Reconciliation of the total amounts of unrecognized tax benefits | |||
Unrecognized tax benefit at the beginning of the period | 27,497 | 21,974 | |
Gross increases—tax positions in current year | 4,556 | 5,523 | |
Gross increases—tax positions in prior years | 17,549 | 0 | |
Unrecognized tax benefit at the end of the period | 49,602 | 27,497 | $ 21,974 |
Additional information on income tax | |||
Accrued interest expense and penalties | 241 | 178 | |
Interest expense related to uncertain tax positions | $ 62 | $ 58 | $ 54 |
Commitments and Contingencies79
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fiscal year: | |||
2,017 | $ 8,055 | ||
2,018 | 6,685 | ||
2,019 | 6,287 | ||
2,020 | 5,575 | ||
2,021 | 4,195 | ||
Thereafter | 17,801 | ||
Total future minimum lease payments | 48,598 | ||
Rent expense | $ 11,058 | $ 8,629 | $ 10,140 |
Commitments and Contingencies -
Commitments and Contingencies - Long-Term Take-or-Pay Natural Gas Supply Contracts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
LNG supply agreement | DGS | |||
Long-Term Take-or-pay Contracts | |||
Amount paid under the contract | $ 9,692 | $ 11,852 | $ 14,267 |
Fixed commitments under the contract payable in future | |||
2,017 | 3,614 | ||
2,018 | 3,614 | ||
2,019 | 3,614 | ||
2,020 | 901 | ||
CNG supply agreement | JTA | |||
Fixed commitments under the contract payable in future | |||
2,017 | 203 | ||
2,018 | 313 | ||
2,019 | 429 | ||
2,020 | $ 548 |
Capitalized Lease Obligation 81
Capitalized Lease Obligation and Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Leases [Abstract] | ||
Weighted average interest rate | 8.70% | |
Future payments under these capital leases | ||
2,017 | $ 2,319 | |
2,018 | 1,887 | |
2,019 | 1,777 | |
2,020 | 575 | |
2,021 | 338 | |
Thereafter | 295 | |
Total minimum lease payments | 7,191 | |
Less amount representing interest | (1,163) | |
Present value of future minimum lease payments | 6,028 | |
Less current portion | (1,890) | |
Capital lease obligations, less current portion | 4,138 | |
Value of the equipment under capital lease | 10,168 | $ 8,970 |
Accumulated amortization | $ 4,073 | $ 2,766 |
Capitalized Lease Obligation 82
Capitalized Lease Obligation and Receivables - Future Receipts (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Leases [Abstract] | |
Sales-type leases interest rate | 12.10% |
Future receipts under the leases | |
2,017 | $ 380 |
2,018 | 251 |
2,019 | 186 |
2,020 | 186 |
2,021 | 186 |
Thereafter | 1,612 |
Total | 2,801 |
Less amount representing interest | (1,394) |
Present value of future minimum lease receipts | $ 1,407 |
401(k) Plan (Details)
401(k) Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |||
Maximum percentage of base pay that can be contributed by employees through salary deferrals | 90.00% | ||
Contribution by the company | $ 1,527 | $ 304 | $ 1,040 |
Geographic Information (Details
Geographic Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Geographic Information | |||
Total revenue | $ 402,656 | $ 384,320 | $ 428,940 |
Total operating income (loss) | (17,637) | (41,623) | (54,364) |
Total long-lived assets | 619,116 | 656,629 | 674,866 |
United States | |||
Geographic Information | |||
Total revenue | 378,497 | 330,003 | 360,881 |
Total operating income (loss) | (8,693) | (33,067) | (41,543) |
Total long-lived assets | 547,279 | 582,644 | 582,028 |
Canada | |||
Geographic Information | |||
Total revenue | 11,502 | 21,818 | 16,241 |
Total operating income (loss) | (4,212) | (4,980) | (3,087) |
Total long-lived assets | 66,191 | 68,292 | 85,984 |
Other | |||
Geographic Information | |||
Total revenue | 12,657 | 32,499 | 51,818 |
Total operating income (loss) | (4,732) | (3,576) | (9,734) |
Total long-lived assets | $ 5,646 | $ 5,693 | $ 6,854 |
Concentrations (Details)
Concentrations (Details) - supplier | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Natural gas expense | Supplier concentration | |||
Supplier Concentrations | |||
Concentration risk, number of suppliers | 4 | 3 | 2 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Feb. 27, 2017 | Feb. 06, 2017 | Dec. 31, 2016 | Aug. 27, 2013 | Jul. 11, 2011 |
7.5% Notes | |||||
Subsequent Event [Line Items] | |||||
Interest rate | 7.50% | ||||
Pickens | 7.5% Notes | |||||
Subsequent Event [Line Items] | |||||
Aggregate principal amount | $ 65,000,000 | ||||
RNG Ventures | |||||
Subsequent Event [Line Items] | |||||
Ownership interest | 50.00% | ||||
Subsequent Event | Pickens | 7.5% Notes | |||||
Subsequent Event [Line Items] | |||||
Interest rate | 7.50% | ||||
Aggregate principal amount | $ 25,000,000 | ||||
Repayments of convertible debt | $ 21,750,000 | ||||
Subsequent Event | BP Products North America, Inc. | |||||
Subsequent Event [Line Items] | |||||
Asset purchase agreement, amount | $ 155,000,000 | ||||
Asset purchase agreement, contingent consideration (up to) | 25,000,000 | ||||
Asset purchase agreement, payment of transaction costs | 30,000,000 | ||||
Asset purchase agreement, debt instrument, face amount | $ 125,000,000 |
Schedule II_ Valuation and Qu87
Schedule II: Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowances for Doubtful Trade Receivables | |||
Movement in valuation and qualifying accounts | |||
Balance at the beginning of the period | $ 1,895 | $ 752 | $ 832 |
Charges (benefit) to operations | 1,107 | 1,514 | 387 |
Deductions | (1,939) | (371) | (467) |
Balance at the end of the period | 1,063 | 1,895 | 752 |
Allowance for Doubtful Notes Receivables | |||
Movement in valuation and qualifying accounts | |||
Balance at the beginning of the period | 3,990 | 2,850 | 2,416 |
Charges (benefit) to operations | 1,617 | 1,142 | 890 |
Deductions | (4,377) | (2) | (456) |
Balance at the end of the period | $ 1,230 | $ 3,990 | $ 2,850 |