Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 05, 2019 | Jun. 29, 2018 | |
Document and Entity Information | |||
Entity Registrant Name | Clean Energy Fuels Corp. | ||
Entity Central Index Key | 0001368265 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding (in shares) | 204,618,468 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 689,140,046 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash, cash equivalents and current portion of restricted cash | $ 30,624 | $ 37,208 |
Short-term investments | 65,646 | 141,462 |
Accounts receivable, net of allowance for doubtful accounts of $1,276 and $1,919 as of December 31, 2017 and 2018, respectively | 68,865 | 63,961 |
Other receivables | 15,544 | 19,235 |
Inventory | 34,975 | 35,238 |
Prepaid expenses and other current assets | 8,444 | 7,793 |
Derivative assets, related party | 1,508 | 0 |
Total current assets | 225,606 | 304,897 |
Land, property and equipment, net | 350,568 | 367,305 |
Long-term portion of restricted cash | 4,000 | 0 |
Notes receivable and other long-term assets, net | 17,470 | 21,397 |
Long-term portion of derivative assets, related party | 8,824 | 0 |
Investments in other entities | 26,079 | 30,395 |
Goodwill | 64,328 | 64,328 |
Intangible assets, net | 2,207 | 3,590 |
Total assets | 699,082 | 791,912 |
Current liabilities: | ||
Current portion of debt and capital lease obligations | 5,405 | 139,699 |
Accounts payable | 19,024 | 17,901 |
Accrued liabilities | 48,469 | 42,268 |
Deferred revenue | 7,361 | 3,432 |
Total current liabilities | 80,259 | 203,300 |
Long-term portion of debt, capital lease and financing lease obligations | 78,779 | 120,388 |
Other long-term liabilities | 15,035 | 18,566 |
Total liabilities | 174,073 | 342,254 |
Commitments and contingencies (Note 16) | ||
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 and 304,000,000 shares as of December 31, 2017 and 2018, respectively; issued and outstanding 151,650,969 shares and 203,599,892 shares as of December 31, 2017 and 2018, respectively | 20 | 15 |
Additional paid-in capital | 1,198,769 | 1,111,432 |
Accumulated deficit | (688,653) | (683,570) |
Accumulated other comprehensive loss | (2,138) | (887) |
Total Clean Energy Fuels Corp. stockholders’ equity | 507,998 | 426,990 |
Noncontrolling interest in subsidiary | 17,011 | 22,668 |
Total stockholders’ equity | 525,009 | 449,658 |
Total liabilities and stockholders’ equity | $ 699,082 | $ 791,912 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 1,919 | $ 1,276 |
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) | 304,000,000 | 224,000,000 |
Common stock, issued (in shares) | 203,599,892 | 151,650,969 |
Common stock, outstanding (in shares) | 203,599,892 | 151,650,969 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues [Abstract] | |||
Total revenue | $ 346,419 | $ 341,599 | $ 402,656 |
Cost of sales (exclusive of depreciation and amortization shown separately below): | |||
Inventory valuation provision | 0 | 13,158 | 0 |
Change in fair value of derivative warrants | 543 | (46) | (22) |
Selling, general and administrative | 77,207 | 95,715 | 105,503 |
Depreciation and amortization | 51,850 | 56,614 | 59,262 |
Asset impairments and other charges | 0 | 67,934 | 0 |
Total operating expenses | 342,524 | 476,046 | 420,293 |
Operating income (loss) | 3,895 | (134,447) | (17,637) |
Interest expense | (15,924) | (17,751) | (29,595) |
Interest income | 2,857 | 1,497 | 827 |
Other income (expense), net | (566) | 139 | (306) |
Loss from equity method investments | (2,723) | (131) | (22) |
Gain from extinguishment of debt, net | 0 | 3,195 | 34,348 |
Gain from sale of certain assets of subsidiary | 4,782 | 70,658 | 0 |
Loss from formation of equity method investment | (1,163) | (6,465) | 0 |
Loss before income taxes | (8,842) | (83,305) | (12,385) |
Income tax benefit (expense) | (341) | 1,914 | (1,339) |
Net loss | (9,183) | (81,391) | (13,724) |
Loss attributable to noncontrolling interest | 5,393 | 2,154 | 1,571 |
Net loss attributable to Clean Energy Fuels Corp. | $ (3,790) | $ (79,237) | $ (12,153) |
Loss per share: | |||
Basic and diluted (in dollars per share) | $ (0.02) | $ (0.53) | $ (0.10) |
Weighted-average common shares outstanding: | |||
Basic and diluted (in shares) | 180,655,435 | 150,430,239 | 119,395,423 |
Product revenue | |||
Revenues [Abstract] | |||
Total revenue | $ 307,839 | $ 287,292 | $ 351,038 |
Cost of sales (exclusive of depreciation and amortization shown separately below): | |||
Cost of sales | 194,509 | 216,413 | 229,958 |
Service revenue | |||
Revenues [Abstract] | |||
Total revenue | 38,580 | 54,307 | 51,618 |
Cost of sales (exclusive of depreciation and amortization shown separately below): | |||
Cost of sales | $ 18,415 | $ 26,258 | $ 25,592 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net loss | $ (9,183) | $ (81,391) | $ (13,724) |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustments net of $0 tax in 2016, 2017 and 2018 | (1,305) | (113) | 1,567 |
Foreign currency adjustments on intra-entity long-term investments, net of $0 tax in 2016, 2017 and 2018 | 0 | 0 | 1,652 |
Unrealized gains on available-for-sale securities, net of $0 tax in 2016, 2017 and 2018 | 54 | 189 | 79 |
Release of foreign currency translation adjustments on contribution of subsidiary into equity method investment | 0 | 16,712 | 0 |
Total other comprehensive income (loss) | (1,251) | 16,788 | 3,298 |
Comprehensive loss | (10,434) | (64,603) | (10,426) |
Clean Energy Fuels Corp. | |||
Net loss | (3,790) | (79,237) | (12,153) |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustments net of $0 tax in 2016, 2017 and 2018 | (1,305) | (113) | 1,567 |
Foreign currency adjustments on intra-entity long-term investments, net of $0 tax in 2016, 2017 and 2018 | 0 | 0 | 1,652 |
Unrealized gains on available-for-sale securities, net of $0 tax in 2016, 2017 and 2018 | 54 | 189 | 79 |
Release of foreign currency translation adjustments on contribution of subsidiary into equity method investment | 0 | 16,712 | 0 |
Total other comprehensive income (loss) | (1,251) | 16,788 | 3,298 |
Comprehensive loss | (5,041) | (62,449) | (8,855) |
Noncontrolling Interest in Subsidiary | |||
Net loss | (5,393) | (2,154) | (1,571) |
Other comprehensive income (loss), net of tax: | |||
Comprehensive loss | $ (5,393) | $ (2,154) | $ (1,571) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (PARENTHETICAL) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
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 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, 2015 | 92,382,717 | |||||
Beginning 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 | |||
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 | |||
Stock-based compensation | 8,092 | 8,092 | ||||
Net loss | (13,724) | (12,153) | (1,571) | |||
Other comprehensive income (loss) | 3,298 | 3,298 | ||||
Ending balance (in shares) at Dec. 31, 2016 | 145,538,063 | |||||
Ending balance at Dec. 31, 2016 | 493,687 | $ 15 | 1,090,361 | (603,836) | (17,675) | 24,822 |
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock, net of offering costs (in shares) | 6,112,906 | |||||
Issuance of common stock, net of offering costs | 12,454 | $ 0 | 12,454 | |||
Stock-based compensation | 8,423 | 8,423 | ||||
Net loss | (81,391) | (79,237) | (2,154) | |||
Other comprehensive income (loss) | $ 16,788 | 16,788 | ||||
Ending balance (in shares) at Dec. 31, 2017 | 151,650,969 | 151,650,969 | ||||
Ending balance at Dec. 31, 2017 | $ 449,658 | $ 15 | 1,111,432 | (683,570) | (887) | 22,668 |
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock, net of offering costs (in shares) | 51,948,923 | |||||
Issuance of common stock, net of offering costs | 81,771 | $ 5 | 81,766 | |||
Stock-based compensation | 5,307 | 5,307 | ||||
Net loss | (9,183) | (3,790) | (5,393) | |||
Other comprehensive income (loss) | (1,251) | (1,251) | ||||
Increase in ownership in subsidiary | $ 0 | 264 | (264) | |||
Ending balance (in shares) at Dec. 31, 2018 | 203,599,892 | 203,599,892 | ||||
Ending balance at Dec. 31, 2018 | $ 525,009 | $ 20 | $ 1,198,769 | $ (688,653) | $ (2,138) | $ 17,011 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net loss | $ (9,183) | $ (81,391) | $ (13,724) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 51,850 | 56,614 | 59,262 |
Provision for doubtful accounts, notes and inventory | 1,857 | 19,835 | 4,374 |
Stock-based compensation expense | 5,307 | 8,123 | 8,092 |
Change in fair value of derivative instruments | (9,788) | (46) | (22) |
Amortization of discount and debt issuance cost | (1,220) | 847 | 1,527 |
Loss on disposal of property and equipment | 2,554 | 3,105 | 2,264 |
Gain on extinguishment of debt, net | 0 | (3,195) | (34,348) |
Gain from sale of certain assets of subsidiary | (4,782) | (70,658) | 0 |
Asset impairments and other charges | 0 | 58,061 | 0 |
Loss from formation of equity method investment | 1,163 | 6,465 | 0 |
Loss from equity method investments | 2,723 | 131 | 22 |
Changes in operating assets and liabilities, net of assets and liabilities acquired and disposed: | |||
Accounts and other receivables | (6,360) | 6,881 | 30,171 |
Inventory | (1,065) | 963 | (1,520) |
Prepaid expenses and other assets | 1,547 | 6,753 | 469 |
Accounts payable | 679 | (8,964) | (660) |
Deferred revenue | 30 | 9,268 | (3,479) |
Accrued expenses and other | 2,670 | (17,109) | (6,140) |
Net cash provided by (used in) operating activities | 37,982 | (4,317) | 46,288 |
Cash flows from investing activities: | |||
Purchases of short-term investments | (348,091) | (340,194) | (137,023) |
Maturities and sales of short-term investments | 425,804 | 272,220 | 165,695 |
Purchases of and deposits on property and equipment | (25,263) | (36,307) | (23,640) |
Loans made to customers | 0 | (894) | (2,816) |
Payments on and proceeds from sales of loans receivable | 518 | 1,102 | 842 |
Cash received from sale of certain assets of subsidiary, net of cash transferred | 871 | 149,088 | 0 |
Cash contributed in formation of equity method investment | 0 | (2,404) | 0 |
Investments in other entities | 0 | (1,928) | (833) |
Capital from equity method investment | 0 | 0 | 3,031 |
Acquisitions, net of cash acquired | 0 | 0 | (1,550) |
Proceeds from disposal of property and equipment | 530 | 0 | 0 |
Net cash provided by investing activities | 54,369 | 40,683 | 3,706 |
Cash flows from financing activities: | |||
Issuances of common stock | 83,438 | 10,767 | 103,591 |
Fees paid for issuances of common stock, debt prepayment and debt issuance costs | (1,004) | (638) | (2,387) |
Proceeds from debt instruments and financing lease | 17,243 | 9,765 | 7,412 |
Proceeds from revolving line of credit | 0 | 312 | 73,508 |
Repayments of borrowing under revolving line of credit | 0 | (23,812) | (50,027) |
Repayments of capital lease obligations and debt instruments | (194,886) | (30,707) | (187,824) |
Payments to holders of stock options in subsidiaries | 0 | (8,850) | 0 |
Net cash used in financing activities | (95,209) | (43,163) | (55,727) |
Effect of exchange rates on cash and cash equivalents | 274 | 890 | 884 |
Net decrease in cash, cash equivalents and restricted cash | (2,584) | (5,907) | (4,849) |
Cash, cash equivalents and restricted cash, beginning of year | 37,208 | 43,115 | 47,964 |
Cash, cash equivalents and restricted cash, end of year | 34,624 | 37,208 | 43,115 |
Supplemental disclosure of cash flow information: | |||
Income taxes paid | 257 | 344 | 1,012 |
Interest paid, net of $447, $103 and $244 capitalized, respectively | $ 16,751 | $ 17,048 | $ 29,774 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Cash Flows [Abstract] | |||
Interest paid, capitalized | $ 244 | $ 103 | $ 447 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
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 renewable natural gas (“RNG”), compressed natural gas (“CNG”) and liquefied natural gas (“LNG”) (RNG 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 public and private vehicle fleet customer stations. As a comprehensive solution provider, the Company also designs, builds, operates and maintains fueling stations; sells and services 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 via “virtual” natural gas pipelines and interconnects; procures and sells RNG; sells tradable credits it generates by selling RNG and conventional natural gas as a vehicle fuel, including Renewable Identification Numbers (“RIN Credits” or “RINs”) under the federal Renewable Fuel Standard Phase 2 and credits under the California and the Oregon Low Carbon Fuel Standards (collectively, “LCFS Credits”); helps its customers acquire and finance natural gas vehicles; and obtains federal, state and local credits, grants and incentives. In addition, for all periods presented before March 31, 2017, the Company produced RNG at its own production facilities, and for all periods presented before December 29, 2017, the Company manufactured natural gas fueling compressors and other equipment used in CNG stations. See Note 4 for more 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, which include only normal recurring adjustments, necessary to state fairly the Company’s consolidated 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 in consolidation. Reclassifications During the year ended December 31, 2018, the Company adopted Accounting Standards Update (“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. As a result, the Company chose to also conform this classification on the accompanying consolidated balance sheets. This resulted in prior period restricted cash of $1,127 as of December 31, 2017 being reclassified into a single line item with cash and cash equivalents to conform to the presentation as of December 31, 2018. In addition, certain prior period amounts have been reclassified in the accompanying consolidated statements of operations and cash flows to conform to the current period presentation. These reclassifications had no material impact on the Company’s consolidated financial position, results of operations, or cash flows as previously reported. 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 accompanying consolidated financial statements and these 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 accompanying consolidated financial statements include (but are not limited to) those related to revenue recognition, fair value measurements, goodwill and long-lived asset valuations and impairment assessments, income tax valuations and stock-based compensation expense. 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 net realizable value. The Company evaluates inventory balances for excess quantities and obsolescence by analyzing estimated demand, inventory on hand, sales levels and other information and reduces inventory balances to net realizable value for excess and obsolete inventory based on this analysis. Inventories consisted of the following as of December 31, 2017 and 2018 : 2017 2018 Raw materials and spare parts (1) $ 35,145 $ 34,890 Finished goods 93 85 Total inventory $ 35,238 $ 34,975 (1) During the year ended December 31, 2017, $19,394 in station parts were reclassified from construction in progress within “Land, property, and equipment, net” into “Inventory” in the accompanying consolidated balance sheets because they will primarily be used for stations to be sold. See Note 3 for more information . Derivative Instruments and Hedging Activities In connection with the Company’s Zero Now truck financing program, the Company entered into commodity swap contracts in October 2018 intended to manage risks related to the diesel-to-natural gas price spread in connection with the natural gas fuel supply commitments the Company expects to make in its anticipated fueling agreements with fleet operators that participate in the Zero Now program. The Company has not designated any derivative instruments as hedges for accounting purposes and does not enter into such instruments for speculative trading purposes. These derivative instruments are recorded in the accompanying consolidated balance sheets and are measured as either an asset or liability at fair value with changes in fair value recognized in earnings. See Note 8 for more information. 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 ten 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 $3,295 , $4,360 , and $653 for the years ended December 31, 2016 , 2017 and 2018 , respectively. Long-Lived Assets The Company reviews the carrying value of its long-lived assets, including property and equipment and intangible assets with finite useful lives, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. Events that could result in an impairment review include, among others, a significant decrease in the operating performance of a long-lived asset or asset group or the decision to close a fueling station. Impairment testing involves a comparison of the sum of the undiscounted future cash flows of the asset or asset group to its carrying amount. If the sum of the undiscounted future cash flows exceeds the carrying amount, then no impairment exists. If the carrying amount exceeds the sum of the undiscounted future cash flows, then a second step is performed to determine the amount of impairment, if any, to be recognized. An impairment loss is recognized to the extent that the carrying amount of the asset or asset group exceeds its fair value. The fair value of the asset or asset group is based on estimated discounted future cash flows of the asset or asset group using a discount rate commensurate with the related risk. The estimate of future cash flows requires management to make assumptions and to apply judgment, including forecasting future sales and expenses and estimating useful lives of the assets. These estimates can be affected by a number of factors, including, among others, future results, demand, and economic conditions, many of which can be difficult to predict. There were no impairments of the Company’s long-lived assets in the years ended December 31, 2016 and 2018. In the third quarter of the year ended December 31, 2017, the Company recorded asset impairment charges of $32,274 related to its then-subsidiary, IMW Industries Ltd. (“IMW”) (formerly known as Clean Energy Compression Corp.) (“CEC”) and $20,384 related to certain station closures (see Note 3 for more information). 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 from one to eight years for customer relationships, one to ten years for acquired contracts, two to ten years for trademarks and trade names, and three years for non-compete agreements. The Company’s intangible assets as of December 31, 2017 and 2018 were as follows: 2017 2018 Customer relationships $ 5,376 $ 5,376 Acquired contracts 4,384 4,384 Trademark and trade names 2,700 2,700 Non-compete agreements 860 860 Total intangible assets 13,320 13,320 Less accumulated amortization (9,730 ) (11,113 ) Net intangible assets $ 3,590 $ 2,207 Amortization expense for intangible assets was $5,794 , $5,065 , and $1,383 for the years ended December 31, 2016 , 2017 and 2018 , respectively. Estimated amortization expense for the five years and thereafter succeeding the year ended December 31, 2018 is approximately $973 , $765 , $469 , $0 , and $0 , 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 either a qualitative or quantitative 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 Company is required to use judgment when applying the goodwill impairment test, including, among other considerations, the identification of reporting unit(s), the assessment of qualitative factors, and the estimation of fair value of a reporting unit in the quantitative approach. The Company determined that it is a single reporting unit for the purpose of goodwill impairment tests. The Company performs the impairment test annually on October 1, or more frequently if facts and circumstances warrant a review. The qualitative goodwill assessment includes the potential impact on a reporting unit’s fair value of certain events and circumstances, including its enterprise 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 quantitative impairment test is performed. The quantitative assessment estimates the reporting unit’s fair value based on its enterprise value plus an assumed control premium as evidence of fair value. The estimates used to determine the fair value of the reporting unit may change based on results of operations, macroeconomic conditions, stock price fluctuations, or other factors. Changes in these estimates could materially affect our assessment of the fair value and goodwill impairment for the reporting unit. During the years ended December 31, 2016 and 2018 , the Company utilized the qualitative and quantitative approaches respectively, and concluded there were no indicators of impairment to goodwill. During the third quarter of the year ended December 31, 2017 , as a result of the asset impairment charges recorded for intangible assets and stations (described previously and in Note 3 ), the Company determined that sufficient indicators of potential impairment existed to require an interim goodwill test of its one reporting unit prior to the annual test performed in the fourth quarter of 2017 . The goodwill test was performed by computing the fair value of the reporting unit and comparing it to the carrying value using a quantitative assessment. Based on the results of the goodwill test, the Company concluded that it is more likely than not that the fair value of its reporting unit exceeds its carrying amount and thus no impairment existed. The annual impairment test was subsequently performed on October 1 using the quantitative assessment and the Company concluded no impairment existed. The following table summarizes the activity related to the carrying amount of goodwill: Balance as of December 31, 2016 $ 93,018 Goodwill reduced during the year (1) (30,154 ) Foreign currency translation adjustment 1,464 Balance as of December 31, 2017 $ 64,328 Balance as of December 31, 2018 $ 64,328 (1) The Company reduced its goodwill balance by $26,576 when it sold certain assets of its subsidiary, Clean Energy Renewable Fuels (“Renewables”), on March 31, 2017, and by $3,578 when it contributed CEC to SAFE&CEC S.r.l. on December 29, 2017 (all described in Note 4 ). Alternative Fuels Tax Credit Under separate pieces of U.S. federal legislation, the Company has been eligible to receive a federal alternative fuels tax credit (“AFTC”) for its natural gas vehicle fuel sales made between October 1, 2006 and December 31, 2017. The AFTC, which had previously expired on December 31, 2016, was reinstated on February 9, 2018 to apply to vehicle fuel sales made from January 1, 2017 through December 31, 2017. The AFTC credit is equal to $0.50 per gasoline gallon equivalent of CNG that the Company sold as vehicle fuel, and $0.50 per diesel gallon of LNG that the Company sold as vehicle fuel in 2016 and 2017. Based on the service relationship with its customers, either the Company or its customer claims the credit. The Company records its AFTC credits, if any, as revenue in its consolidated statements of operations because the credits are fully payable to the Company and do not offset income tax liabilities. As such, the credits are not deemed income tax credits under the accounting guidance applicable to income taxes. As a result of the most recent legislation authorizing AFTC being signed into law on February 9, 2018, all AFTC revenue for vehicle fuel the Company sold in the 2017 calendar year, totaling $25,248 , has been recognized and collected during the year ended December 31, 2018. In addition, during the year ended December 31, 2018, the Internal Revenue Service (“IRS”) approved, and the Company recognized as revenue, $1,481 of AFTC credit claims related to prior years. AFTC revenue recognized for years ended December 31, 2016 and 2017 was $26,638 and $0 , respectively. AFTC is not currently available, and may not be reinstated, for vehicle fuel sales made after December 31, 2017. LNG Transportation Costs The Company records the costs incurred to transport LNG to its customers in “Product cost of sales” in the accompanying consolidated statements of operations. Advertising Costs Advertising costs are expensed as incurred. Advertising costs were $15 , $311 and $885 for the years ended December 31, 2016 , 2017 and 2018 , respectively. Stock-Based Compensation The Company recognizes compensation expense for all stock‑based payment arrangements 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. In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payments Accounting which simplified the accounting for share-based payment transactions. The Company adopted the standard as of January 1, 2017 and in connection with the adoption, elected to recognize forfeitures when they occur. This election was implemented under the modified retrospective approach with a cumulative effect of an increase in accumulated deficit of $194 , net of tax. This adjustment represents the cumulative additional compensation expense that would have been amortized through the date of adoption 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 from originally estimated. In October 2016, the FASB issued ASU 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. The Company early adopted the standard as of January 1, 2017. This election was implemented under the modified retrospective approach, resulting in a $303 increase in accumulated deficit representing the cumulative recognition of the income tax consequences of intra-entity transfers of assets other than inventory that occurred before the adoption date 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. Although these securities were antidilutive for these periods, they could be dilutive in future periods. (in shares) 2016 2017 2018 Stock options 11,467,796 8,613,854 8,699,677 Convertibles notes 16,573,799 14,991,521 3,164,557 Restricted stock units 2,072,304 1,832,575 2,279,601 Foreign Currency Translation and Transactions The Company uses the local currency as the functional currency of its foreign subsidiary and equity method investment. 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 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 its consolidated statements of operations. For the years ended December 31, 2016 , 2017 and 2018 , foreign exchange transaction gains and (losses) were included in “Other income (expense)” in the accompanying consolidated statements of operations and were $132 , $(246) and $(18) , 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 loss and comprehensive loss for the years ended December 31, 2016 , 2017 and 2018 was comprised of the Company’s foreign currency translation adjustments and unrealized gains (loss) on available-for-sale securities. 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. 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. Recently Adopted Accounting Changes and Recently Issued Accounting Standards Recently Adopted Accounting Changes In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which allows for a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (the “TCJA”). This update is effective for fiscal years beginning after December 15, 2018, which for the Company is the first quarter of 2019, with early adoption permitted. The Company elected to early adopt this ASU during the year ended December 31, 2018 , which did not have any impact on the accompanying consolidated financial statements or related disclosures. The Company did not elect to reclassify the stranded tax effects of the TCJA because there were none. In December 2016, the FASB issued ASU 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. The Company adopted this standard on a retrospective basis, and adoption did not have a material impact on the Company’s consolidated financial statements or related disclosures. As a result of including restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts presented in the accompanying consolidated statement of cash flows, net cash flows increased (decreased) by $2,756 and $(5,869) for the years ended December 31, 2016 and 2017, respectively. In September 2016, the FASB issued ASU 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, which for the Company is the first quarter of 2018. The Company adopted this standard on a retrospective basis, and adoption did not have a material impact on the accompanying consolidated financial statements and related disclosures for year ended December 31, 2016 and had no impact for the years ended December 31, 2017 and 2018, respectively. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”), which amends the guidance in former Accounting Standards Codification Topic 605, Revenue Recognition , to provide a single, comprehensive revenue recognition model for all contracts with customers. The new standard requires an entity to recognize revenue in a manner that depicts the transfer of promised goods or services to customers in amounts that reflect the consideration to which an entity expects to be entitled in exchange 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. The standard is effective for fiscal years beginning after December 15, 2017, which for the Company was the first quarter of 2018. The Company adopted this standard using the modified retrospective method and recognized the cumulative effect of initially applying ASC 606 as an adjustment to “Accumulated deficit” in the accompanying consolidated balance sheet as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted. This adoption did not have a material impact to the Company’s consolidated financial statements. The ASC 606 adoption adjustments are as follows, and relate to significant financing components resulting from an advance payment by a customer of the Company’s subsidiary, NG Advantage LLC (“NG Advantage”) and an extended payment term to a station construction customer: Balance as of December 31, 2017 Adjustments Due to ASC 606 Balance as of January 1, 2018 Notes receivable and other long-term assets, net $ 21,397 $ (963 ) $ 20,434 Deferred revenue $ 3,432 $ 330 $ 3,762 Accumulated deficit $ (683,570 ) $ (1,293 ) $ (684,863 ) The ASC 606 adoption adjustments on the accompanying consolidated balance sheet as of December 31, 2018 are as follows: As of December 31, 2018 Balance before ASC 606 Adoption Effect of Change As Reported Notes receivable and other long-term assets, net $ 18,359 $ (889 ) $ 17,470 Deferred revenue $ 6,346 $ 1,015 $ 7,361 Accumulated deficit $ (686,749 ) $ (1,904 ) $ (688,653 ) The impact on the accompanying consolidated statements of operations for the year ended December 31, 2018 was immaterial. Recently Issued Accounting Standards 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 will evaluate the impact this ASU will have on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . 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. The Company is in the process of evaluating the impact of the adoption of Topic 842 on the Company’s consolidated financial position and results of operations based on the Company’s leases presently in effect and plans to use the modified retrospective method upon adoption. The Company anticipates this standard will have a material impact on its consolidated balance sheet. The primary impact will be to record right-of-use (“ROU”) assets and lease liabilities for existing operating leases on the consolidated balance sheets. Currently, the Company estimates the adoption of the standard will result in the recognition of additional ROU assets and lease liabilities that are not anticipated to be greater than the Company’s future minimum lease payments (see Note 16 ), as of January 1, 2019. The Company does not expect the adoption to have a material impact on its consolidated statements of operations or its consolidated statements of cash flows. The Company’s analysis and evaluation of the new standard will continue through its effective date in the first quarter of 2019, including continuing to monitor any potential changes in the standard proposed by the FASB. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue from Contracts with Customers Revenue Recognition Overview The Company recognizes revenue when control of the promised goods or services is transferred to its customers, in an amount that reflects the consideration to which it expects to be entitled in exchange for the goods or services. In order to achieve that core principle, a five-step approach is applied: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue allocated to each performance obligation when the Company satisfies the performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account for revenue recognition. The table below presents the Company’s revenue disaggregated by revenue source. The Company is generally the principal in its customer contracts because it has control over the goods and services prior to them being transferred to the customer, and as such, revenue is recognized on a gross basis. Sales and usage-based taxes are excluded from revenues. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities. Years Ended December 31, 2016 2017 2018 Volume -related $ 283,814 $ 264,880 $ 286,684 Station construction sales 64,942 51,854 25,501 AFTC 26,638 — 26,729 Compressor sales 27,262 23,527 — Other — 1,338 7,505 Total revenue $ 402,656 $ 341,599 $ 346,419 Volume -Related The Company’s volume -related revenue primarily consists of sales of RNG, CNG and LNG fuel, O&M services and RINs and LCFS Credits in addition to changes in fair value of the Company’s derivative instruments associated with providing natural gas to customers under fueling contracts. Fuel and O&M services are sold pursuant to contractual commitments over defined goods -and -service delivery periods. These contracts typically include a stand -ready obligation to supply natural gas and/or provide O&M services daily based on a committed and agreed upon routine maintenance schedule or when and if called upon by the customer. The Company applies the ‘ right to invoice’ practical expedient and recognizes fuel and O&M services revenue in the amount to which the Company has the right to invoice. The Company has a right to consideration based on the amount of gasoline gallon equivalents of natural gas dispensed by the customer and current pricing conditions, which are typically billed to the customer on a monthly basis. Since payment terms are less than a year, the Company has elected the practical expedient which allows it to not assess whether a customer contract has a significant financing component. Contract modifications are not distinct from the existing contract and are typically renewals of fuel and O&M service sales. As a result, these modifications are accounted for as if they were part of the existing contract. The effect of a contract modification on the transaction price is recognized prospectively. The Company sells RINs and LCFS Credits to third parties that need the credits to comply with federal and state requirements. Revenue is recognized on these credits when there is an agreement in place to monetize the credits at a determinable price. The changes in fair value of derivative instruments relate to the Company’s commodity swap and customer fueling contracts. The contracts are measured at fair value with changes in the fair value recorded in the accompanying consolidated statements of operations in the period incurred. The amounts are classified as revenue because the Company’s commodity swap contracts are used to economically offset the risk associated with the diesel -to -natural gas price spread resulting from anticipated customer fueling contracts under the Company’s Zero Now truck financing program. See Note 8 for more information about these derivative instruments. For the year ended December 31, 2018 , changes in the fair value of commodity swaps amounted to a gain of $10,332 since inception of these arrangements in October 2018. Station Construction Sales Station construction contracts are generally short-term, except for certain larger and more complex stations, which can take up to 24 months to complete. For most of the Company’s station construction contracts, the customer contracts with the Company to provide a significant service of integrating a complex set of tasks and components into a single station. Hence, the entire contract is accounted for as one performance obligation. The Company recognizes revenue over time as the Company performs under its station construction contracts because of the continual transfer of control of the goods to the customer, who typically controls the work in process. Revenue is recognized based on the extent of progress towards completion of the performance obligation and is recorded proportionally as costs are incurred. Costs to fulfill the Company’s obligations under these contracts typically include labor, materials and subcontractors’ costs, other direct costs and an allocation of indirect costs. 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 the contract, including differing site conditions, the availability of skilled contract labor, the performance of major suppliers and subcontractors, and unexpected changes in material costs. Because a significant change in one or more of these estimates could affect the profitability of these contracts, the contract price and cost estimates are reviewed periodically as work progresses and adjustments proportionate to the cost-to-cost measure of progress are reflected in contract revenues in the reporting period when such estimates are revised as discussed above. Provisions for estimated losses on uncompleted contracts are recorded in the period in which the losses become known. Contract modifications are typically expansions in scope of an existing station construction project. As a result, these modifications are accounted for as if they were part of the existing contract. The effect of a contract modification on the transaction price and the Company’s measure of progress for the performance obligation to which it relates is recognized as an adjustment to revenue (either as an increase or a reduction) on a cumulative catch-up basis. Under the typical payment terms of the Company’s station construction contracts, the customer makes either performance-based payments (“PBPs”) or progress payments. PBPs are interim payments of the contract price based on quantifiable measures of performance or the achievement of specified events or milestones. Progress payments are interim payments of costs incurred as the work progresses. For some of these contracts, the Company may be entitled to receive an advance payment. The advance payment typically is not considered a significant financing component because it is used to meet working capital demands that can be higher in the early stages of a construction contract and to protect the Company if the customer fails to adequately complete some or all of its obligations under the contract. In addition, the customer retains a small portion of the contract price until completion of the contract. Such retained portion of the contract price is not considered a significant financing component because the intent is to protect the customer. In certain contracts with its customers, the Company agrees to provide multiple goods or services, including construction of and sale of a station, O&M services, and sale of fuel to the customer. These contracts have multiple performance obligations because the promise to transfer each separate good or service is separately identifiable and is distinct. This evaluation requires significant judgment and the decision to combine a group of contracts or separate the combined or single contract into multiple performance obligations could change the amount of revenue recognized in one or more periods. The Company allocates the contract price to each performance obligation using best estimates of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate the standalone selling price for fuel and O&M services is observable standalone sales, and the primary method used to estimate the standalone selling price for station construction sales is the expected cost plus a margin approach because the Company sells customized customer -specific solutions. Under this approach, the Company forecasts expected costs of satisfying a performance obligation and then adds an appropriate margin for the good or service. AFTC See Note 1 for more information about AFTC, which is not recognized as revenue until the period the credit is authorized through federal legislation. Compressor Sales The Company completed the CEC Combination (as defined in Note 4 ) during the year ended December 31, 2017 and no longer generates revenue from compressor sales. Other The majority of other revenue is from sales of used natural gas heavy -duty trucks purchased by the Company. Revenue on these contracts is recognized at the point in time when the customer accepts delivery of the truck. Remaining Performance Obligations Remaining performance obligations represent the transaction price of customer orders for which the work has not been performed. As of December 31, 2018 , the aggregate amount of the transaction price allocated to remaining performance obligations was $10,493 , which related to the Company’s station construction sale contracts. The Company expects to recognize revenue on the remaining performance obligations under these contracts over the next 12 to 24 months. For volume -related revenue, the Company has elected to apply an optional exemption, which waives the requirement to disclose the remaining performance obligation for revenue recognized through the ‘ right to invoice’ practical expedient. Costs to Fulfill a Contract The Company capitalizes costs incurred to fulfill its contracts that (1) relate directly to the contract, (2) are expected to generate resources that will be used to satisfy the Company’s performance obligations under the contract, and (3) are expected to be recovered through revenue generated under the contract. Contract fulfillment costs are recorded to depreciation expense as the Company satisfies its performance obligations over the term of the contract. These costs primarily relate to set-up and other direct installation costs incurred by NG Advantage, for equipment that must be installed on customers’ land before NG Advantage is able to deliver CNG to the customer because the customer does not have direct access to the natural gas pipelines. These costs are classified in “Land, property, and equipment, net” in the accompanying consolidated balance sheets. As of December 31, 2018 , these capitalized costs incurred to fulfill contracts were $9,066 with accumulated depreciation of $4,851 and related amortization of $2,030 for the year ended December 31, 2018 . Contract Balances The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) in the accompanying consolidated balance sheets. Changes in the contract asset and liability balances during the year ended December 31, 2018 , were not materially impacted by any factors outside the normal course of business. As of January 1, 2018 and December 31, 2018 , respectively, the Company’s contract balances were as follows: January 1, 2018 December 31, 2018 Receivables, net $ 63,961 $ 68,865 Contract Assets - Current $ 1,603 $ 656 Contract Assets - Noncurrent 4,083 3,825 Contract Assets - Total $ 5,686 $ 4,481 Contract Liabilities - Current $ 1,991 5,513 Contract Liabilities - Noncurrent 13,413 9,844 Contract Liabilities - Total $ 15,404 $ 15,357 Receivables, Net “Receivables, net” in the accompanying consolidated balance sheets include amounts billed and currently due from customers. The amounts due are stated at their net estimated realizable value. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of receivables that will not be collected. The allowance is based upon an assessment of customer creditworthiness, historical payment experience, and the age of outstanding receivables. Contract Assets Contract assets include unbilled amounts typically resulting from the Company’s station construction sale contracts, when the cost-to-cost method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer, and right to payment is not just subject to the passage of time. Amounts may not exceed their net realizable value. Contract assets are classified as current or noncurrent based on the timing of billings. The current portion is included in “Prepaid expenses and other current assets” and the noncurrent portion is included in “Notes receivable and other long-term assets, net” in the accompanying consolidated balance sheets. Contract Liabilities Contract liabilities consist of billings in excess of revenue recognized from the Company’s station construction sale contracts and payments received in advance of its performance obligations primarily from a customer of NG Advantage. Billings in excess of revenue recognized of $1,092 and $2,006 and advance payments of $899 and $3,507 are classified as current as of January 1, 2018 and December 31, 2018 , respectively. Deferred revenue is classified as current or noncurrent based on when the revenue is expected to be recognized. The current portion and noncurrent portion of deferred revenue are included in “Deferred revenue” and “Other long -term liabilities,” respectively, in the accompanying consolidated balance sheets. The increase in the contract liabilities balance for the year ended December 31, 2018 is primarily driven by billings in excess of revenue recognized, offset by $2,721 of revenue recognized related to the Company’s contract liability balances as of January 1, 2018. |
Asset Impairments, Other Charge
Asset Impairments, Other Charges, and Inventory Valuation Provision | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Asset Impairments, Other Charges, and Inventory Valuation Provision | Asset Impairments, Other Charges, and Inventory Valuation Provision In light of continuing low oil prices and the current state of natural gas vehicle adoption, among other factors, during the third quarter of the year ended December 31, 2017, the Company undertook an evaluation of its operations with the intent of minimizing and eliminating assets it believed were underperforming. As a result of this evaluation, the Company identified certain of its fueling stations where the current and projected natural gas volume and profitability levels were not expected to be sufficient to support the Company’s investment in the fueling station assets, and the Company decided to close these stations. The Company also reduced its workforce and took other steps to reduce overhead costs as a result of this evaluation, in an effort to lower its operating expenses going forward. In addition, this evaluation resulted in a strategic shift in how the Company viewed its natural gas compressor manufacturing business, operated by CEC. In an effort to increase the scale and reach and improve the financial prospects of the Company’s investment in this business, the Company entered into an investment agreement with a strategic partner in November 2017, pursuant to which both parties combined their respective natural gas compressor manufacturing businesses (see Note 4 for more information). As a result of these decisions and the steps taken to implement them, the Company incurred, during the year ended December 31, 2017 and on a pre-tax basis, aggregate cash and non-cash charges related to asset impairments and other charges, and a non-cash inventory valuation charge. In addition, the Company incurred a cash charge for payments made as a result of temporary restrictions on its LCFS Credits account during the fourth quarter of 2017. The following table summarizes these charges: Year Ended December 31, 2017 Workforce reduction and related charges $ 3,057 CEC asset impairments 32,274 Station closures and related charges 25,557 LCFS Credits charge 7,046 Total asset impairments and other charges $ 67,934 Inventory valuation provision 13,158 Total charges $ 81,092 Workforce Reduction and Related Charges As a result of the workforce reduction, severance costs of $2,757 were incurred in connection with employee terminations and $300 in stock-based compensation expense was incurred for the associated acceleration of certain stock awards. Impairments of Long-Lived Assets CEC: Asset Impairment Charges Due to the continued low global demand for compressors, and the decision to position CEC’s compressor manufacturing business for industry consolidation with a potential strategic partner, the Company’s management determined that an impairment indicator was present for the long-lived assets of CEC. Recoverability was tested using future cash flow projections based on management’s long-term estimates of market conditions. Based on the results of this test, the sum of the undiscounted future cash flows was less than the carrying value of the CEC asset group. As a result, these long-lived assets were written down to their respective fair values, resulting in an impairment charge of $32,274 . Fair value was based on expected future cash flows using Level 3 inputs. The cash flows are those expected to be generated by market participants, discounted at an appropriate rate for the risks inherent in those cash flow projections. Station Closures and Related Charges During the third quarter of the year ended December 31, 2017, the Company decided to close 42 fueling stations by December 31, 2017, which were performing below management’s expectations based on volume and profitability levels. As a result, these station assets, which had an aggregate carrying value of $23,270 , were written down to their respective fair values of $2,886 on an aggregate basis, resulting in a charge of $20,384 . The fair values of these assets were determined using the cost approach. In addition, certain of these station closures triggered related other charges totaling $5,173 , which consisted of write-offs for any deferred losses, lease termination fees, and an increase in asset retirement obligations (“AROs”). Due to the closure of these stations, the Company’s management assessed whether impairment indicators were present for the long-lived assets of the Company’s other fueling stations. The Company determined there were no indicators of impairment present among its remaining fueling stations and no further steps were required for an impairment evaluation with respect to these stations. Inventory Valuation Provision As a result of the Company’s evaluation process to minimize and eliminate underperforming station assets, the Company determined that $27,198 of certain station parts which were historically classified as construction in progress within “Land, property, and equipment, net” were to be reclassified as “Inventory” in the accompanying consolidated balance sheets because they will primarily be used for stations to be sold. Subsequent to the reclassification, the Company calculated and recorded a lower of cost or market non-cash charge of $7,804 for these station parts. Additionally, in conjunction with its decision to seek a strategic partner for CEC, the Company incurred a lower of cost or market non-cash charge of $5,354 for the inventory of CEC. The aggregate amount of $13,158 is reported as “Inventory valuation provision” in the accompanying consolidated statements of operations for the year ended December 31, 2017. Cash Charges The following table summarizes the charges related to the foregoing that have been or will be settled with cash payments and their related liability balances as of December 31, 2017 and 2018 , respectively: Charges Cash Payments Made in the Year Ended December 31, 2017 Balance as of December 31, 2017 Cash Payments Made in the Year Ended December 31, 2018 Balance as of December 31, 2018 Employee severance $ 2,757 (2,757 ) $ — $ — $ — Lease termination fees and AROs for station closures 4,083 (70 ) 4,013 (1,810 ) 2,203 $ 6,840 (2,827 ) $ 4,013 $ (1,810 ) $ 2,203 LCFS Credits Cash Payments The Company generates LCFS Credits when it sells RNG and conventional natural gas for use as a vehicle fuel and can sell and transfer these credits to third parties. The California Air Resources Board (“CARB”) restricted the Company’s ability to sell and transfer LCFS Credits during the third and fourth quarters of 2017 pending completion of an administrative review. The Company was, however, required to settle preexisting contractual obligations to transfer LCFS Credits to third parties by making cash payments totaling $7,046 , the equivalent value of the LCFS Credits the Company would have otherwise transferred to satisfy its obligations. These payments are reported in “Asset impairments and other charges” in the accompanying consolidated statements of operations for the year ended December 31, 2017 . In November 2017, CARB invalidated certain LCFS Credits the Company had generated in prior periods and released the restriction on the Company’s ability to sell and transfer LCFS Credits. |
Divestitures
Divestitures | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Divestitures | Divestitures BP Transaction On February 27, 2017, Renewables entered into an asset purchase agreement (the “APA”) with BP. Pursuant to the APA, Renewables agreed to sell to BP its assets relating to its RNG production business (the “BP Transaction”), consisting of Renewables’ two RNG production facilities, Renewables’ interest in joint ventures formed with a third party to develop new RNG production facilities, and Renewables’ third-party RNG supply contracts (the “Assets”). The BP Transaction was completed on March 31, 2017 for a sale price of $155,511 , plus BP assumed all $8,820 of remaining obligations under the Canton Bonds (as defined in Note 13 ). On March 31, 2017, BP paid Renewables $30,000 in cash and delivered to Renewables a promissory note with a principal amount of $123,487 , which was paid in full on April 3, 2017. In addition, as a result of the determination of certain post-closing adjustments, (i) BP paid Renewables an additional $2,010 on June 22, 2017, and (ii) the gain recorded from the BP Transaction was reduced by $762 . Pursuant to the APA, the valuation date of the BP Transaction was January 1, 2017, and as a result, the APA included certain adjustments to the purchase price to reflect a determination of the amount of cash accumulated by Renewables from the valuation date to the closing date, net of permitted cash outflows. Control of the Assets was not transferred until the BP Transaction was completed on March 31, 2017. Accordingly, the full operating results of Renewables are included in the accompanying consolidated statements of operations through March 31, 2017. The BP Transaction resulted in a total gain of $70,658 , which was recorded in “Gain from sale of certain assets of subsidiary” in the accompanying consolidated statement of operations for the year ended December 31, 2017. Included in the determination of this gain amount is goodwill of $26,576 allocated to the disposed assets based on the relative fair values of the assets disposed and the portion of the retained reporting unit. The Company determined that the BP Transaction did not meet the definition of a discontinued operation because the disposal did not represent a strategic shift that will have a major effect on the Company’s operations and financial results. In addition, under the APA, BP is required, following the closing of the BP Transaction, to pay Renewables up to an additional $25,000 in cash over a five year period if certain conditions relating to the Assets are met. In February 2018, the Company received $ 871 in cash for its satisfaction of the performance criteria for the first period under the APA, which ended on December 31, 2017. Upon its receipt of such cash, the Company paid $ 65 in cash and issued 15,877 shares of the Company’s common stock with a fair value of $ 34 to former holders of options to purchase membership units in Renewables. The performance criteria for the second period under the APA, which ended on December 31, 2018, has also been satisfied, and the Company received a cash payment of $5,390 on March 1, 2019 as a result. Due to the satisfaction of the performance criteria for the first and second periods, the Company recognized a net gain of $772 and $ 4,782 as of December 31, 2017 and 2018 , respectively, which is included in the total gain on the BP Transaction. The Company incurred $3,695 in transaction fees in connection with the BP Transaction, and, as of December 31, 2018, the Company has paid $8,605 in cash and issued 770,269 shares of the Company’s common stock with a fair value of $1,964 to former holders of options to purchase membership units in Renewables. The net cash proceeds from the BP Transaction were $142,190 , net of $1,007 cash transferred to BP. Following the completion of the BP Transaction, Renewables and the Company continue to procure RNG from BP under a long-term supply contract (the “BP Supply Agreement”) and from other RNG suppliers, and resell such RNG through the Company’s natural gas fueling infrastructure as Redeem, the Company’s RNG vehicle fuel. On October 1, 2018, Renewables and BP amended the BP Supply Agreement to extend the term and add additional RNG supply. BP and Renewables share in the RINs and LCFS Credits generated from the increased RNG supply sold through the Company’s vehicle fueling infrastructure and to other customers. See Note 2 for information on revenue recognition of these credits. SAFE&CEC S.r.l. On November 26, 2017, the Company, through its former subsidiary, CEC, entered into an investment agreement with Landi Renzo S.p.A. (“LR”), an alternative fuels company based in Italy. Pursuant to the investment agreement, the Company and LR agreed to combine their respective natural gas compressor subsidiaries, CEC and SAFE S.p.A, in a new company known as “SAFE&CEC S.r.l.” (such combination transaction is referred to as the “CEC Combination”). SAFE&CEC S.r.l. is focused on manufacturing, selling and servicing natural gas fueling compressors and related equipment for the global natural gas fueling market. Upon the closing of the CEC Combination on December 29, 2017, the Company owns 49% of SAFE&CEC S.r.l. and LR owns 51% of SAFE&CEC S.r.l. The Company accounts for its interest in SAFE&CEC S.r.l. using the equity method of accounting because the Company does not control but has the ability to exercise significant influence over SAFE&CEC S.r.l.’s operations. The fair value of the CEC Combination was determined using the income valuation approach. Under the income approach, the Company used a discounted cash flow model (“DCF”) in which cash flows anticipated over several periods, plus a terminal value at the end of that time horizon, are discounted to their present value using an appropriate expected discount rate. The discount rate used for cash flows reflects capital market conditions and the specific risks associated with the business. This valuation approach is considered a Level 3 fair value measurement. If actual results, market and economic conditions, including interest rates, and other factors are not consistent with management’s estimates and assumptions used in this calculation, the Company may be exposed to additional impairment losses. The CEC Combination resulted in a loss of $6,465 , which was recorded in “Loss from formation of equity method investment” in the accompanying consolidated statement of operations for the year ended December 31, 2017. The Company incurred working capital adjustments, funding for certain post-closing commitments, and transaction fees, of which $3,986 and $3,289 was unpaid and recorded in “Accrued liabilities” in the accompanying consolidated balance sheets as of December 31, 2017 and 2018 , respectively. Included in this loss amount is goodwill of $3,578 that was allocated to the disposed assets based on the relative fair values of those assets and the portion of the reporting unit that was retained. Prior to the CEC Combination, CEC had pre-tax losses of $15,601 and $45,126 for fiscal years 2016 and 2017, respectively. Subsequent to December 29, 2017, the Company recorded an increase of $1,163 in anticipated relocation expenses under the investment agreement in “Accrued liabilities” in the accompanying consolidated balance sheet as of December 31, 2018 and in “Loss from formation of equity method investment” in the accompanying consolidated statement of operations for the year ended December 31, 2018 . The Company recorded a loss from this investment of $2,919 for the year ended December 31, 2018 . The Company had an investment balance in SAFE&CEC S.r.l. of $27,883 and $23,372 as of December 31, 2017 and 2018 , respectively. The Company determined that the CEC Combination did not meet the definition of a discontinued operation because the disposal did not represent a strategic shift that will have a major effect on the Company’s operations and financial results. |
Investments in Other Entities a
Investments in Other Entities and Noncontrolling Interest in a Subsidiary | 12 Months Ended |
Dec. 31, 2018 | |
Investments, All Other Investments [Abstract] | |
Investments in Other Entities and Noncontrolling Interest in a Subsidiary | nvestments in Other Entities and Noncontrolling Interest in a Subsidiary SAFE&CEC S.r.l. On December 29, 2017, the Company obtained a 49% ownership interest in SAFE&CEC S.r.l. See Note 4 for more information. Summarized financial information for SAFE&CEC S.r.l. is as follows: For the Year Ended December 31, 2018 Revenue $ 68,373 Gross profit $ 20,124 Operating loss $ (4,881 ) Net loss $ (5,449 ) As of December 31, 2018 Current assets $ 42,568 Non-current assets 48,629 Total assets $ 91,197 Current liabilities $ 36,177 Non-current liabilities 6,955 Total liabilities $ 43,132 RNG Ventures In November 2016, 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’ interest in the RNG Ventures was transferred to BP upon completion of the BP Transaction (see Note 4 for more information); however, Renewables retained the right to purchase 100% of the RNG that will be produced by these facilities for the vehicle fuels market. The Company accounted for its interest in the RNG Ventures using the equity method of accounting because the Company did not control but had the ability to exercise significant influence over RNG Ventures’ operations prior to completion of the BP Transaction. MCEP 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 because the Company does not control but has the ability to exercise significant influence over MCEP’s operations. The Company recorded income (loss) from this investment of $(22) , $(131) and $196 for the years ended December 31, 2016 , 2017 and 2018 , 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 had an investment balance in MCEP of $1,512 and $1,708 as of December 31, 2017 and 2018 , respectively. NG Advantage On October 14, 2014, the Company entered into a Common Unit Purchase Agreement (“UPA”) with NG Advantage for a 53.3% controlling interest in NG Advantage. NG Advantage is engaged in the business of transporting CNG in high-capacity trailers to industrial and institutional energy users, such as hospitals, food processors, manufacturers and paper mills that do not have direct access to natural gas pipelines. On July 14, 2017, the Company contributed to NG Advantage all of its right, title and interest in and to a CNG fueling station located in Milton, Vermont. The Company purchased this CNG fueling station from NG Advantage in October 2014 in connection with the UPA, and at that time, the Company entered into a lease agreement with NG Advantage to lease the station back to NG Advantage. This lease agreement was terminated contemporaneously with the contribution of the station to NG Advantage in July 2017. As consideration for the contribution, NG Advantage issued to the Company Series A Preferred Units with an aggregate value of $7,500 . The Series A Preferred Units provide for an accrued return upon a liquidation event with respect to NG Advantage and will convert into common units of NG Advantage if and when it completes a future equity financing that satisfies certain specified conditions; however, the Series A Preferred Units do not, in themselves, increase the Company’s controlling interest in NG Advantage. As a result, immediately following the contribution, the Company’s controlling interest in NG Advantage remained at 53.3% . On February 28, 2018, the Company entered into a guaranty agreement with NG Advantage and BP in connection with NG Advantage’s commitment for the supply, sale and transportation of CNG commencing in December 2018. The Company guarantees NG Advantage’s payment obligations to BP in connection with its commitments in the event of default up to $30,000 plus related fees. This guaranty is in effect until thirty days following the Company’s notice to BP of its termination. As consideration for the guaranty agreement, NG Advantage issued to the Company 19,660 common units upon entry into the agreement, which increased the Company’s controlling interest in NG Advantage from 53.3% to 53.5% . On October 1, 2018, the Company purchased 1,000,001 common units from NG Advantage for an aggregate cash purchase price of $5,000 . This purchase increased the Company’s controlling interest in NG Advantage from 53.5% to 61.7% as of October 1, 2018. On each of November 16, 2018 and December 1, 2018, the Company was issued 100,000 common units of NG Advantage, for a total of 200,000 common units, pursuant to the guaranty agreement described above. The additional issuance of 200,000 common units increased the Company’s controlling interest in NG Advantage to 63.0% as of December 31, 2018 . The Company recorded a loss attributable to the noncontrolling interest in NG Advantage of $1,571 , $2,154 and $5,393 for the years ended December 31, 2016 , 2017 and 2018 , respectively. The noncontrolling interest was $22,668 and $17,011 as of December 31, 2017 and 2018 , respectively. |
Cash, Cash Equivalents and Rest
Cash, Cash Equivalents and Restricted Cash | 12 Months Ended |
Dec. 31, 2018 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash as of December 31, 2017 and 2018 consisted of the following: December 31, 2017 December 31, 2018 Current assets: Cash and cash equivalents $ 36,081 $ 29,844 Restricted cash - standby letters of credit 1,127 30 Restricted cash - held in escrow — 750 Total cash, cash equivalents and current portion of restricted cash $ 37,208 $ 30,624 Long-term assets: Restricted cash - standby letters of credit $ — $ 4,000 Total long-term portion of restricted cash $ — $ 4,000 Total cash, cash equivalents and restricted cash $ 37,208 $ 34,624 The Company considers all highly liquid investments with maturities of three months or less on the date of acquisition to be cash equivalents. The Company places its cash and cash equivalents with high credit quality financial institutions. At times, such investments may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) and Canadian Deposit Insurance Corporation (“CDIC”). Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. The amounts in excess of FDIC and CDIC limits were approximately $34,709 and $28,524 as of December 31, 2017 and 2018 , respectively. 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. Short-term restricted cash consisted of standby letters of credit renewed annually and an amount held in escrow. Long-term restricted cash consisted of a standby letter of credit. |
Short-Term Investments
Short-Term Investments | 12 Months Ended |
Dec. 31, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-Term Investments | Investments Short-term investments include available-for-sale debt securities and certificates of deposit. Available-for-sale debt securities are carried at fair value, inclusive of unrealized gains and losses. Unrealized gains and losses for debt securities are recognized in other comprehensive income, net of applicable income taxes. Gains or losses on sales of available-for-sale debt securities are recognized on the specific identification basis. The Company reviews available-for-sale debt 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, 2018 , the Company believes its carrying values for its available-for-sale securities are properly recorded. Short-term investments as of December 31, 2017 consisted of the following: Amortized Gross Estimated Municipal bonds and notes $ 21,414 $ (49 ) $ 21,365 Zero coupon bonds 54,159 (33 ) 54,126 Corporate bonds 55,109 (40 ) 55,069 Certificates of deposit 10,902 — 10,902 Total short-term investments $ 141,584 $ (122 ) $ 141,462 Short-term investments as of December 31, 2018 consisted of the following: Amortized Gross Estimated Municipal bonds and notes $ 9,210 $ (19 ) $ 9,191 Zero coupon bonds 29,823 (28 ) 29,795 Corporate bonds 26,175 (22 ) 26,153 Certificates of deposit 507 — 507 Total short-term investments $ 65,715 $ (69 ) $ 65,646 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities In October 2018, the Company executed two commodity swap contracts with Total Gas & Power North America, an affiliate of TOTAL and THUSA (as defined in Notes 14 and 21 ), for a total of five million diesel gallons annually from April 1, 2019 to June 30, 2024. These commodity swap contracts are used to manage diesel price fluctuation risks related to the natural gas fuel supply commitments the Company expects to make in its anticipated fueling agreements with fleet operators that participate in the Zero Now truck financing program. These contracts are not designated as accounting hedges and as a result, changes in the fair value of derivative instruments are recognized as earnings in “Change in fair value of derivative swaps” in the accompanying consolidated statements of operations (see Note 2 for more information). The following table summarizes the Company’s commodity derivative activity as of December 31, 2018 : Description Gross Amounts Recognized Gross Amounts Offset Net Amount Presented Assets: Current portion of derivative assets, related party $ 1,508 $ — $ 1,508 Long-term portion of derivative assets, related party 8,824 — 8,824 Total derivative assets $ 10,332 $ — $ 10,332 As of December 31, 2018, the Company had a total volume on open commodity swap contracts of 25 million diesel gallons at a weighted -average price of approximately $3.18 per gallon. The following table reflects the weighted -average price of open commodity swap contracts as of December 31, 2018, by year with associated volumes: Year Volumes (Diesel Gallons) Weighted -Average Price per Diesel Gallon 2019 3,125,000 $ 3.18 2020 5,000,000 $ 3.18 2021 5,000,000 $ 3.18 2022 5,000,000 $ 3.18 2023 5,000,000 $ 3.18 2024 1,875,000 $ 3.18 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
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. Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company’s available-for-sale debt securities and certificate of deposits 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 Company used the income approach to value its outstanding commodity swap contracts (see Note 8 ). Under the income approach, the Company used a DCF model in which cash flows anticipated over the term of the contracts are discounted to their present value using an expected discount rate. The discount rate used for cash flows reflects the specific risks in spot and forward rates and credit valuation adjustments. This valuation approach is considered a Level 3 fair value measurement. The significant unobservable inputs used in the fair value measurement of the Company’s derivative instruments are Ultra-Low Sulfur Diesel (“ULSD”) forward prices and differentials from ULSD to Petroleum Administration for Defense District (“PADD”) regions. Significant increases (decreases) in any of those inputs in isolation would result in a significantly lower (higher) fair value measurement. Generally, a change in the ULSD forward prices is accompanied by a directionally opposite but less extreme change in the ULSD-PADD differential. The Company estimated the fair value of its outstanding commodity swap contracts based on the following inputs as of December 31, 2018 : Description Significant Unobservable Inputs Input Range Weighted Average Commodity swap contracts ULSD Gulf Coast Forward Curve $1.71 - $1.79 $ 1.75 Historical Differential to PADD 3 Diesel $0.76 - $1.16 $ 0.89 Historical Differential to PADD 5 Diesel $1.22 - $2.12 $ 1.55 The Company’s 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. There were no transfers of assets between Level 1, Level 2, or Level 3 of the fair value hierarchy as of December 31, 2017 or 2018 . 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, 2017 and 2018 , respectively: Description Balance at December 31, 2017 Level 1 Level 2 Level 3 Assets: Available-for-sale securities (1) : Municipal bonds and notes $ 21,365 $ — $ 21,365 $ — Zero coupon bonds 54,126 — 54,126 — Corporate bonds 55,069 — 55,069 — Certificates of deposit (1) 10,902 — 10,902 — Liabilities: Warrants (3) $ 536 $ — $ — $ 536 Description Balance at December 31, 2018 Level 1 Level 2 Level 3 Assets: Available-for-sale securities (1) : Municipal bonds and notes $ 9,191 $ — $ 9,191 $ — Zero coupon bonds 29,795 — 29,795 — Corporate bonds 26,153 — 26,153 — Certificates of deposit (1) 507 — 507 — Commodity swap contracts (2) 10,332 — — 10,332 Liabilities: Warrants (3) $ 1,079 $ — $ — $ 1,079 (1) Included in “Short-term investments” in the accompanying consolidated balance sheets. See Note 7 for more information. (2) Included in “Derivative assets, related party” and “Long-term portion of derivative assets, related party” in the accompanying consolidated balance sheets. See Note 8 for more information. (3) Included in “Accrued liabilities” and “Other long-term liabilities” in the accompanying consolidated balance sheets. The following table provides a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis as shown in the tables above that used significant unobservable inputs (Level 3): Assets: Commodity Swap Contracts Liabilities: Warrants Balance as of December 31, 2016 $ — $ 581 Gain (loss) included in earnings — (45 ) Balance as of December 31, 2017 — 536 Gain (loss) included in earnings 10,332 543 Balance as of December 31, 2018 $ 10,332 $ 1,079 Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis In the year ended December 31, 2017, long-lived assets held and used with a carrying value of $59,367 were written down to their fair value of $6,709 , resulting in charges of $52,658 . The fair value of these assets was determined using Level 3 inputs. See Note 3 for more information. Other Financial Assets and Liabilities The carrying amounts of the Company’s cash, cash equivalents and restricted cash, receivables and payables approximate fair value due to the short-term nature of those instruments. The carrying amounts of the Company’s debt instruments approximated their respective fair values as of December 31, 2017 and 2018 . The fair values of these debt instruments were estimated using a discounted cash flow analysis based on interest rates offered on loans with similar terms to borrowers of similar credit quality, which are Level 3 inputs. See Note 13 for more information about the Company’s debt instruments. |
Other Receivables
Other Receivables | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Other Receivables | Other Receivables Other receivables as of December 31, 2017 and 2018 consisted of the following: 2017 2018 Loans to customers to finance vehicle purchases $ 4,746 $ 276 Accrued customer billings 10,072 6,261 Fuel tax credits 177 434 Other 4,240 8,573 Total other receivables $ 19,235 $ 15,544 |
Land, Property and Equipment
Land, Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Land, Property and Equipment | Land, Property and Equipment Land, property and equipment as of December 31, 2017 and 2018 consisted of the following: 2017 2018 Land $ 2,858 $ 3,681 LNG liquefaction plants 94,634 94,633 Station equipment (1) 304,090 319,119 Trailers 70,906 75,901 Other equipment (1) 88,313 97,268 Construction in progress (1) (2) 74,905 73,485 635,706 664,087 Less accumulated depreciation (268,401 ) (313,519 ) Total land, property and equipment, net $ 367,305 $ 350,568 (1) Certain of these assets were written down during the year ended December 31, 2017 (see Note 3 for more information). (2) During the year ended December 31, 2017, $19,394 in station parts were reclassified from construction in progress within “Land, property, and equipment, net” into “Inventory” in the accompanying consolidated balance sheets because they would primarily be used for stations to be sold (see Note 3 for more information). Included in land, property and equipment are capitalized software costs of $26,003 and $29,344 as of December 31, 2017 and 2018 , respectively. Accumulated amortization of the capitalized software costs is $18,737 and $22,472 as of December 31, 2017 and 2018 , respectively. The Company recorded amortization expense related to the capitalized software costs of $3,444 , $4,382 and $3,749 during the years ended December 31, 2016 , 2017 and 2018 , respectively. As of December 31, 2017 and 2018 , $4,377 and $4,638 , respectively, are included in “Accounts payable” and “Accrued liabilities” in the accompanying consolidated balance sheets and related to purchases of property and equipment. These amounts are excluded from the accompanying consolidated statements of cash flows as they are non-cash investing activities. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities as of December 31, 2017 and 2018 consisted of the following: 2017 2018 Accrued alternative fuels incentives (1) $ 2,954 $ 6,923 Accrued employee benefits 2,378 2,248 Accrued interest 1,486 78 Accrued gas and equipment purchases 8,722 12,833 Accrued property and other taxes 4,582 3,397 Salaries and wages 8,363 8,609 Other (2) 13,783 14,381 Total accrued liabilities $ 42,268 $ 48,469 (1) Includes the amount of RINs and LCFS Credits and, as of December 31, 2018 , the amount of AFTC payable to third parties. No AFTC amounts were accrued as of December 31, 2017 because, as of that date, the AFTC had expired (subsequent to December 31, 2017, however, the AFTC was reinstated for vehicle fuel sales made from January 1, 2017 through December 31, 2017). See Note 1 for more information. (2) The amounts as of December 31, 2017 and 2018 include lease termination fees and AROs related to the closure of certain fueling stations and working capital adjustments (see Note 3 for more information), in addition to funding for certain commitments and transaction fees incurred as a result of the CEC Combination (see Note 4 for more information). |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt, capital lease and financing lease obligations as of December 31, 2017 and 2018 consisted of the following and are further discussed below: December 31, 2017 Principal Balances Unamortized Debt Financing Costs Balance, Net of Financing Costs 7.5% Notes $ 125,000 131 $ 124,869 5.25% Notes 110,450 454 109,996 NG Advantage debt 17,185 259 16,926 NG Advantage capital lease obligations 6,252 — 6,252 Capital lease obligations 802 — 802 Other debt 1,242 — 1,242 Total debt and capital lease obligations 260,931 844 260,087 Less amounts due within one year (140,223 ) (524 ) (139,699 ) Total long-term debt and capital lease obligations $ 120,708 $ 320 $ 120,388 December 31, 2018 Principal Balances Unamortized Debt Financing Costs Balance, Net of Financing Costs 7.5% Notes $ 50,000 58 $ 49,942 NG Advantage debt 13,702 155 13,547 NG Advantage capital lease obligations 12,007 — 12,007 NG Advantage financing lease obligation 7,000 — 7,000 Capital lease obligations 664 — 664 Other debt 1,024 — 1,024 Total debt and capital lease obligations 84,397 213 84,184 Less amounts due within one year (5,504 ) (99 ) (5,405 ) Total long-term debt and capital lease obligations $ 78,893 $ 114 $ 78,779 The following is a summary of the aggregate maturities of debt and capital lease obligations for each of the yearly periods subsequent to December 31, 2018 : 2019 2020 2021 2022 2023 Thereafter 7.5% Notes $ — $ 50,000 $ — $ — $ — $ — NG Advantage debt 3,242 3,413 3,055 2,665 1,254 73 NG Advantage capital lease obligations 1,706 1,408 1,417 1,751 1,150 4,573 Capital lease obligations 325 196 130 11 — — Other debt 231 240 247 215 95 — Total $ 5,504 $ 55,257 $ 4,849 $ 4,642 $ 2,499 $ 4,646 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”), T. Boone Pickens and Green Energy Investment Holdings, LLC (“GEIH”), 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 is also a party to 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 original issuance and the Company may repay each 7.5% Note at maturity in shares of its common stock (provided that the Company may not issue more than 13,993,630 shares of its common stock to holders of 7.5% Notes) 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 had occurred as of December 31, 2018 . On August 27, 2013, GEIH transferred $5,000 in principal amount of its 7.5% Notes to third parties. On February 9, 2017, the Company purchased from Mr. Pickens, his 7.5% Note due July 2018, having an outstanding principal amount of $25,000 , for a cash purchase price of $21,750 . Upon such purchase, the applicable 7.5% Notes were surrendered and canceled in full. The Company’s repurchase of this 7.5% Note resulted in a gain of $3,191 for the year ended December 31, 2017. On February 21, 2017, GEIH transferred $11,800 in principal amount of its 7.5% Notes to third parties. On November 17, 2017, Mr. Pickens transferred all remaining $40,000 in principal amount of his 7.5% Notes to a third party. On June 29, 2018, and pursuant to the consent of the holders of the 7.5% Notes to the Company’s payments of amounts owed thereunder before maturity, the Company paid to the holders, in cash, an aggregate of $25,000 in principal amount and $505 in accrued and unpaid interest owed under all outstanding 7.5% Notes due July 2018. Upon such payment, the applicable 7.5% Notes were surrendered and canceled in full. On December 4, 2018, the Company purchased from the holders, thereof all outstanding 7.5% Notes due July 2019, having an aggregate outstanding principal amount of $50,000 , for a cash purchase price of $50,500 . Upon such purchase, the applicable 7.5% Notes were surrendered and canceled in full. As a result of the foregoing transactions, as of December 31, 2018 , (i) GEIH held 7.5% Notes in an aggregate principal amount of $32,906 and (ii) other third parties held 7.5% Notes in an aggregate principal amount of $17,094 . 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, 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 exchanged the outstanding principal amount of the SLG Notes, totaling $85,000 , and all accrued and unpaid interest thereon, totaling $248 , for an aggregate of 14,000,000 shares of the Company’s common stock and $38,155 in cash. 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 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 bore 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 matured on October 1, 2018, unless any such notes were purchased, redeemed or converted prior to such date in accordance with their terms and the terms of the Indenture. The Indenture contained 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 would 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, would 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 their maturity on October 1, 2018. For the year ended December 31, 2016, the Company paid (i) an aggregate of $84,344 in cash to repurchase $114,550 in aggregate principal amount of the 5.25% Notes and (ii) issued an aggregate of 6,265,829 shares of its common stock in exchange for $25,000 in aggregate principal amount of the 5.25% Notes, together with all accrued and unpaid interest thereon. 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. On October 1, 2018, the Company paid to the holders, in cash, an aggregate of $110,450 in principal amount and $2,899 in accrued and unpaid interest owed under all then-outstanding 5.25% Notes. Upon such payment, the 5.25% Notes were surrendered 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 (the “Plains LSA”) with PlainsCapital Bank (“Plains”), which, as amended on December 6, 2017, has a maturity date of September 30, 2019. Pursuant to the Plains LSA, Plains agreed to lend the Company up to $50,000 on a revolving basis from time to time (the “Credit Facility”). Simultaneously, the Company drew $50,000 under this Credit Facility, which the Company repaid in full on August 31, 2016. On December 22, 2016, the Company drew $23,500 under the Credit Facility, which the Company repaid in full on March 31, 2017. The Company had no amounts outstanding under the Credit Facility as of December 31, 2018 . The Credit Facility is evidenced by a promissory note issued by the Company 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 Plains 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 Plains 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 Plains LSA. No events of default under the Plains Loan Documents had occurred as of December 31, 2018 . Canton Bonds On March 19, 2014, Canton Renewables LLC (“Canton”), a former 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. On March 31, 2017, Canton was sold to BP in the BP Transaction (see Note 4 ). As a result, the Canton Bonds became the obligation of BP as of such date. NG Advantage Debt On May 12, 2016 and January 24, 2017, respectively, NG Advantage entered into a Loan and Security Agreement (the “Commerce LSA”) with Commerce Bank & Trust Company (“Commerce”), pursuant to which Commerce agreed to lend NG Advantage $6,300 and $6,150 , respectively. The proceeds were primarily used to fund the purchases of CNG trailers and equipment. Interest and principal for both loans are payable monthly in 84 equal monthly installments at an annual rate of 4.41% and 5.0% , respectively. As collateral security for the prompt payment in full when due of NG Advantage’s obligations to Commerce under the Commerce LSA, NG Advantage pledged to and granted Commerce a security interest in all of its right, title and interest in the CNG trailers and equipment purchased with the proceeds received under the Commerce LSA. On November 30, 2016, NG Advantage entered into a Loan and Security Agreement (the “Wintrust LSA”) with Wintrust Commercial Finance (“Wintrust”), pursuant to which Wintrust agreed to lend NG Advantage $4,695 . The proceeds were primarily used to fund the purchases of CNG trailers and equipment. Interest and principal is payable monthly in 72 equal monthly installments at an annual rate of 5.17% . As collateral security for the prompt payment in full when due of NG Advantage’s obligations to Wintrust under the Wintrust LSA, NG Advantage pledged to and granted Wintrust a security interest in all of its right, title and interest in the CNG trailers and equipment purchased with the proceeds received under the Wintrust LSA. NG Advantage has other debt for trailers and equipment due at various dates through 2021 bearing interest at rates up to 6.01% , with weighted -average interest rates of 5.52% and 5.58% , and outstanding principal balance of $1,786 and $1,972 as of December 31, 2017 and December 31, 2018, respectively. NG Advantage Financing Lease Obligation On December 20, 2018 (the “Closing Date”), NG Advantage entered into a purchase agreement to sell a compression station for a purchase price of $7,000 to an entity whose member owners are noncontrolling interest member owners of NG Advantage. On the Closing Date and immediately following the consummation of the sale of the compression station, NG Advantage entered into a lease agreement with the buyer of the station (the “Lease”) pursuant to which the station was leased back to NG Advantage for a term of five years with monthly rent payments equal to $ 70 . Of the purchase price, NG Advantage received $4,730 in cash, net of fees, the first month’s lease payment, and the repayment of a $2,000 promissory note from one of the member owners of the buyer, which was issued on November 19, 2018. This sale and leaseback transaction does not qualify for sale-leaseback accounting because of the Company’s continuing involvement with the buyer-lessor due to a fixed price repurchase option. As a result, the transaction is being recorded under the financing method, in which the assets remain on the accompanying consolidated balance sheets and the proceeds from the transaction are recorded as a financing liability. The Lease is classified as “Long-term portion of capital lease and financing lease obligations” in the accompanying consolidated balance sheets as of December 31, 2018 . Other Debt The Company has other debt due at various dates through 2023 bearing interest at rates up to 5.02% and with a weighted -average interest rate of 4.79% and 4.78% as of December 31, 2017 and 2018 , respectively. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 , the Company was authorized to issue 305,000,000 shares, of which 304,000,000 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, 2016 , 2017 or 2018 . 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. At-The-Market Offering Program On May 31, 2017, the Company terminated its equity distribution agreement (the “Sales Agreement”) with Citigroup Global Markets Inc. (“Citigroup”), as sales agent and/or principal. The Sales Agreement was terminable at will upon written notification by the Company with no penalty. Pursuant to the Sales Agreement, the Company was entitled to issue and sell, from time to time through or to Citigroup, shares of its common stock having an aggregate offering price of up to $200,000 in an “at-the-market” offering program (the “ATM Program”). The ATM Program commenced on November 11, 2015 when the Company and Citigroup entered into the original equity distribution agreement, which was amended and restated on September 9, 2016 and again on December 21, 2016 prior to its termination. 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 share amounts) 2016 2017 Gross proceeds $ 103,591 $ 10,767 Fees and issuance costs 2,612 311 Net proceeds $ 100,979 $ 10,456 Shares issued 31,064,434 3,802,500 Total Private Placement On May 9, 2018, the Company entered into a stock purchase agreement (the “Purchase Agreement”) with Total Marketing Services, S.A. (“Total”), a wholly owned subsidiary of TOTAL S.A. (“TOTAL”). Pursuant to the Purchase Agreement, the Company agreed to sell and issue, and Total agreed to purchase, up to 50,856,296 shares of the Company’s common stock at a purchase price of $1.64 per share, all in a private placement (the “Total Private Placement”). The purchase price per share was determined based on the volume-weighted average price for the Company’s common stock between March 23, 2018 (the day on which discussions began between the Company and Total) and May 3, 2018 (the day on which the Company agreed in principle with Total regarding the structure and basic terms of its investment). As of the date of the Purchase Agreement, Total did not hold or otherwise beneficially own any shares of the Company’s common stock, and Total has agreed, until the later of May 9, 2020 or such date when it ceases to hold more than 5.0% of the Company’s common stock then outstanding, among other similar undertakings and subject to customary conditions and exceptions, to not purchase shares of the Company’s common stock or otherwise pursue transactions that would result in Total beneficially owning more than 30.0% of the Company’s equity securities without the approval of the Company’s board of directors. On June 13, 2018, the Company and Total closed the Total Private Placement, in which: (1) the Company issued to Total all of the 50,856,296 shares of its common stock issuable under the Purchase Agreement, resulting in Total holding approximately 25.0% of the outstanding shares of the Company’s common stock and the largest ownership position of the Company as of September 30, 2018; (2) Total paid to the Company an aggregate of $83,404 in gross proceeds, which the Company has used and expects to continue to use for working capital and general corporate purposes, which may include executing its business plans, pursuing opportunities for further growth, and retiring a portion of its outstanding indebtedness; and (3) the Company and Total entered into a registration rights agreement, described below. In connection with the issuance of common stock, the Company incurred transaction fees of $1,909 . Pursuant to the Purchase Agreement, the Company and Total also entered into a registration rights agreement on June 13, 2018, upon the closing under the Purchase Agreement. Pursuant to the registration rights agreement, the Company filed a registration statement with the SEC to cover the resale of the shares issued and sold under the Purchase Agreement, which was declared effective on August 16, 2018, and is obligated to use its commercially reasonable efforts to maintain the effectiveness of such registration statement until all such shares are sold or may be sold without restriction under Rule 144 under the Securities Act of 1933, as amended. As of December 31, 2018 , the Company was in compliance with all of its registration covenants set forth in the registration rights agreement. Other As of December 31, 2018 , third parties held outstanding warrants, which expire in 2020 and 2025, respectively, to purchase equity interests in NG Advantage. Such warrants allow the purchase of up to 261,287 NG Advantage common units and are accounted for as liability-classified warrants. The fair value was $536 and $1,079 as of December 31, 2017 and 2018 , respectively (see Note 9 for more information) and the gain (loss) from the change in fair value was $(21) , $45 and $(543) for the years ended December 31, 2016 , 2017 and 2018 , 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 accompanying consolidated statements of operations during the periods presented: Years Ended December 31, 2016 2017 2018 Stock-based compensation expense, net of $0 tax in 2016, 2017 and 2018 (1) $ 8,092 $ 8,423 $ 5,307 (1) $300 of stock-based compensation expense for the year ended December 31, 2017 is recorded in “Asset impairments and other charges” in the accompanying consolidated statements of operations and in “Asset impairments and other charges” in the accompanying consolidated statements of cash flows. See Note 3 for more information. 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, at which time unissued awards under the 2002 Plan became 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 Plan or 2006 Plan 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, 2018 , the Company had 2,391,937 shares available for future grant under the 2016 Plan. Stock Options The Company has granted stock options 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 stock options granted have contractual terms of 10 years . The stock options are subject to the terms and conditions of the 2006 and 2016 Plans and a Notice of Grant of Stock Option and Stock Option Agreement. The following table summarizes the Company’s stock option activity: Number of Weighted Weighted Aggregate 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 Granted 1,139,500 2.83 Exercised — — Forfeited or expired (3,993,442 ) 12.34 Options outstanding as of December 31, 2017 8,613,854 $ 9.62 Granted 1,864,060 1.37 Exercised (10,200 ) 2.83 Forfeited or expired (1,768,037 ) 8.65 Options outstanding as of December 31, 2018 8,699,677 $ 8.06 5.12 $ 619 Options exercisable as of December 31, 2018 6,587,882 $ 10.05 3.95 $ 120 Options vested and expected to vest as of December 31, 2018 8,699,677 $ 8.06 5.12 $ 619 As of December 31, 2018 , there was $1,461 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 1.77 years. The total fair value of shares vested during the year ended December 31, 2018 was $2,115 . 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, 2016 2017 2018 Dividend yield 0.0% 0.0% 0.0% Expected volatility 61.1% to 70.8% 63.61% 70.2% to 74.6% Risk-free interest rate 1.2% to 2.0% 2.05% 2.70% to 2.71% Expected life in years 6.0 6.0 6.0 The weighted-average grant date fair values per share of stock options granted during the years ended December 31, 2016 , 2017 and 2018 , were $ 2.30 , $1.67 and $0.88 , 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 $2,561 , $2,213 and $2,014 of stock option expense during the years ended December 31, 2016 , 2017 and 2018 , 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, 2018 , Market-Based RSUs granted in January and May 2012 and entitling the holders to receive 2,034,500 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, 2015 1,769,000 $ 10.67 Granted — — Vested — — Forfeited or expired (1,340,000 ) 11.44 RSU outstanding as of December 31, 2016 429,000 $ 8.26 Granted — — Vested — — Forfeited or expired (94,500 ) 8.26 RSU outstanding as of December 31, 2017 334,500 $ 8.26 Granted — — Vested — — Forfeited or expired (334,500 ) 8.26 RSU outstanding and unvested as of December 31, 2018 — $ — 0.00 RSU expected to vest as of December 31, 2018 — — 0.00 The Company recorded $169 , $0 and $0 of expense during the years ended December 31, 2016 , 2017 and 2018 , 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, 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 as of December 31, 2016 1,643,304 $ 4.56 Granted 2,835,331 1.36 Vested (2,840,584 ) 1.97 Forfeited or expired (139,976 ) 4.69 RSU outstanding as of December 31, 2017 1,498,075 $ 3.41 Granted 1,907,800 1.36 Vested (972,232 ) 3.13 Forfeited or expired (154,042 ) 2.27 RSU outstanding and unvested as of December 31, 2018 2,279,601 $ 1.88 0.93 RSU expected to vest as of December 31, 2018 2,279,601 $ 1.88 0.93 As of December 31, 2018 , there was $2,436 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 0.93 years. The Company recorded $4,395 , $5,901 and $2,976 of expense during the years ended December 31, 2016 , 2017 and 2018 , 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, 2018 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 $51 , $41 and $34 of expense related to the ESPP during the years ended December 31, 2016 , 2017 and 2018 , respectively. The Company has not recorded any tax benefit related to its ESPP expense. As of December 31, 2018 , the Company had issued an aggregate of 413,778 shares pursuant to the ESPP. Non-Qualified Non-Public Subsidiary Unit Options In September 2013, the Company’s subsidiary Renewables adopted a unit option plan and granted unit option awards thereunder (the “Renewables Option Awards”) to certain individuals. 150,000 Class B units representing membership interests in Renewables were initially reserved for issuance under the Renewables unit option plan. The following table summarizes activity of Renewables Option Awards: Number of Weighted Weighted Aggregate Options outstanding as of December 31, 2015 108,000 $ 40.80 Options granted — — Options exercised — — Options forfeited or expired — — Options outstanding as of December 31, 2016 108,000 $ 40.80 Options granted — — Options exercised — — Options forfeited or expired (108,000 ) 40.80 Options outstanding as of December 31, 2017 — $ — 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 $803 , $0 and $0 of unit option expense during the years ended December 31, 2016 , 2017 and 2018 , respectively. Renewables has not recorded any tax benefit related to its unit option expense. In connection with the closing of the BP Transaction, all holders of outstanding Renewables Option Awards entered into a surrender agreement with the Company and Renewables, pursuant to which (i) all Renewables Option Awards held by holders who were not members of Renewables’ Board of Managers were surrendered and canceled in full in exchange for, upon the closing of the BP Transaction and Renewables’ receipt of any future cash payment pursuant to the terms of the APA, a cash payment in an amount determined based on such holder’s percentage ownership of Renewables following a cashless “net exercise” of such holder’s Renewables Option Awards, and (ii) all Renewables Option Awards held by members of Renewables’ Board of Managers were surrendered and canceled in full in exchange for, upon the closing of the BP Transaction and Renewables’ receipt of any future cash payment pursuant to the terms of the APA, awards of shares of the Company's common stock (the “Company Stock Awards”). The number of shares of the Company's common stock subject to each Company Stock Award was calculated by dividing the cash payment to which the applicable holder would have been entitled as described in (i) above by the closing price of the Company's common stock on March 31, 2017, the closing date of the BP Transaction. All Company Stock Awards were granted under the 2016 Plan and are fully vested upon grant, and the shares subject to such awards are freely tradable upon issuance, subject to applicable securities laws relating to shares held by the Company’s affiliates. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of loss before income taxes for the years ended December 31, 2016 , 2017 and 2018 are as follows: 2016 2017 2018 U.S. $ 7,150 $ (44,535 ) $ (9,153 ) Foreign (19,535 ) (38,770 ) 311 Total loss before income taxes $ (12,385 ) $ (83,305 ) $ (8,842 ) The provision for income taxes consists of the following: 2016 2017 2018 Current: Federal $ (226 ) $ 31 $ — State 93 231 341 Foreign 567 224 — Total current 434 486 341 Deferred: Federal 478 (978 ) — State 75 (184 ) — Foreign 352 (1,238 ) — Total deferred 905 (2,400 ) — Total $ 1,339 $ (1,914 ) $ 341 The Company’s federal and state tax benefit from the utilization of net operating loss carryovers for the year ended December 31, 2017 was $6,864 and $1,506 respectively. Income tax expense (benefit) for the years ended December 31, 2016 , 2017 and 2018 differs from the “expected” amount computed using the federal income tax rate of 35% as of December 31, 2016 and 2017 and 21% as of December 31, 2018 as a result of the following: 2016 2017 2018 Computed expected tax (benefit) $ (4,335 ) $ (29,157 ) $ (1,857 ) Nondeductible expenses 5,971 13,420 5,674 Tax rate differential on foreign earnings 720 11,860 (56 ) Joint ventures — — 947 Noncontrolling interest — — 1,133 Impact of federal income tax rate change — 59,729 — Tax credits (9,331 ) (27 ) (6,603 ) Other 833 2,376 985 Change in valuation allowance 7,481 (60,115 ) 118 Total tax expense (benefit) $ 1,339 $ (1,914 ) $ 341 On December 21, 2017, the TCJA was enacted. Among other things, the TCJA reduces the U.S. federal corporate tax rate from 35 percent to 21 percent beginning on January 1, 2018, requires companies to pay a one-time transition tax on certain previously unremitted earnings of non-U.S. subsidiaries, creates new taxes on certain foreign sourced earnings and imposes additional limitations on certain deductions, including interest expense and net operating losses arising after 2017. The Company has assessed the impact of the TCJA and is not subject to the one-time transition tax. The Company remeasured certain deferred tax assets and liabilities and uncertain tax positions based on the rates at which they are expected to reverse in the future, which is generally 21 percent under the TCJA. The decrease in the Company’s net deferred tax assets was offset by a corresponding decrease in its valuation allowance. The AFTC, which had previously expired on December 31, 2016, was reinstated on February 9, 2018 to apply to vehicle fuel sales made from January 1, 2017 through December 31, 2017. As a result, all AFTC revenue for vehicle fuel the Company sold in the 2017 calendar year was recognized and collected during the year ended December 31, 2018. The Company recorded a federal tax benefit of $9,112 , $0 and $6,097 related to the exclusion of AFTC associated with 2016 , 2017 and 2018 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, 2017 and 2018 are as follows: 2017 2018 Deferred tax assets: Accrued expenses $ 5,775 $ 5,254 Alternative minimum tax and general business credits 6,291 6,801 Stock option expense 13,782 11,210 Other 881 1,998 Loss carryforwards 103,892 106,957 Total deferred tax assets 130,621 132,220 Less valuation allowance (120,834 ) (120,801 ) Net deferred tax assets 9,787 11,419 Deferred tax liabilities: Commodity swap contracts — (2,751 ) Depreciation and amortization (3,600 ) (2,672 ) Goodwill (4,206 ) (1,650 ) Investments in joint ventures and partnerships (1,981 ) (4,346 ) Total deferred tax liabilities (9,787 ) (11,419 ) Net deferred tax liabilities $ — $ — As of December 31, 2018 , the Company had federal, state and foreign net operating loss carryforwards of approximately $428,291 , $297,406 and $1,006 , respectively. The Company’s federal, state and foreign net operating loss carryforwards will, if not utilized, expire beginning in 2026, 2019 and 2030, respectively. The Company also has federal tax credit carryforwards of $6,594 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, 2017 and 2018 , the Company provided a valuation allowance of $120,834 , and $120,801 , respectively, to reduce the net deferred tax assets due to uncertainty surrounding the realizability of these assets. The decrease in the valuation allowance for the year ended December 31, 2017 of $75,134 was primarily attributable to the reduction of the federal corporate tax rate and the CEC Combination, and was partially offset by an increase related to the adoption of ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payments Accounting , which eliminated the requirement to defer recognition of an excess tax benefit until the benefit is realized through a reduction to income taxes payable. The decrease in the valuation allowance for the year ended December 31, 2018 of $33 was primarily attributable to the valuation allowance offsetting foreign income, partially offset by an increase in federal losses without benefit. For the year ended December 31, 2018 , the Company did not have any offshore earnings of certain non-U.S. subsidiaries which are permanently reinvested outside the United States. 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 $36,243 as of December 31, 2018 that 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, 2016 , 2017 and 2018 : Unrecognized tax benefit—December 31, 2016 $ 49,602 Gross decreases—tax positions in prior years (15,537 ) Unrecognized tax benefit—December 31, 2017 34,065 Gross increases—tax positions in current year 2,178 Unrecognized tax benefit—December 31, 2018 $ 36,243 The decrease in the Company’s unrecognized tax benefits during the year ended December 31, 2017 is primarily attributable to the reduction of the federal corporate tax rate under the TCJA. The increase in the Company’s unrecognized tax benefits in the year ended December 31, 2018 is primarily attributable to the portion of AFTC offset by the fuel tax the Company collected from its customers. ASC 740, Income Taxes, 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 $308 and $0 of interest expense as of December 31, 2017 and 2018 , respectively. The Company recognized interest expense related to uncertain tax positions of $62 , $67 and $0 for the years ended December 31, 2016 , 2017 and 2018 , respectively. During the year ended December 31, 2018 , the IRS concluded its examination of the Company’s U.S. federal income tax returns for the year ended December 31, 2015 and did not propose any significant adjustments to the Company’s tax positions. The Company is subject to taxation in the United States and various states and foreign jurisdictions. The Company’s tax years for 2014 through 2018 are subject to examination by various tax authorities. While the Company is no longer subject to U.S. examination for years before 2015 , and for state tax examinations for years before 2014 , taxing authorities can adjust the net operating losses that arose in earlier years if and when the net operating losses reduce future income. In addition, the Company is required to indemnify SAFE&CEC S.r.l. for taxes that are imposed on CEC for pre-contribution tax periods. 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, 2018 | |
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 that arise in the ordinary course of its business. The Company is also subject to audit by tax and other authorities for varying periods in various federal, state, local and foreign jurisdictions, and disputes may arise during the course of these audits. It is impossible to determine the ultimate liabilities that the Company may incur resulting from any of these lawsuits, claims, 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 does not, however, anticipate such an outcome and it believes 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 . If a lease has a fixed and determinable escalation clause, or periods of rent holidays, the difference between rental expense and rent paid is included in “Accrued liabilities” and “Other long-term liabilities” in the accompanying consolidated balance sheets. The following schedule represents the Company’s future minimum lease obligations under all noncancelable operating leases as of December 31, 2018 : Fiscal year: 2019 $ 6,340 2020 4,332 2021 3,311 2022 2,409 2023 2,300 Thereafter 13,214 Total future minimum lease payments $ 31,906 Rent expense, including variable rent, totaled $11,058 , $7,878 , and $6,613 for the years ended December 31, 2016 , 2017 and 2018 , respectively. Long-Term Take-or-Pay Natural Gas Purchase 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, 2016 , 2017 and 2018 , the Company paid approximately $9,692 , $8,092 , and $4,456 , respectively, under this contract. On April 2, 2018, the Company exercised its right to terminate the LNG supply contract and made an aggregate termination payment of $3,234 . 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, 2018 , the fixed commitments under the JTA contract totaled approximately $429 and $548 for the years ending December 31, 2019 and 2020 , respectively. Long-Term Natural Gas Supply Contract In June 2017, the Company’s subsidiary, NG Advantage, entered into an arrangement with BP for the supply, sale and transportation of CNG over a five -year period starting in December 2018 and expiring March 2022. The arrangement is customary and ordinary course, and provides for the payment by the customer of a nonrefundable amount of $13,360 to reserve a specified volume of CNG transportation capacity under the arrangement, which was collected during the year ended December 31, 2017. As of December 31, 2018 , the commitments for the specified volume under this contract were estimated to be approximately $16,480 , $20,675 , $19,866 , and $17,647 for the years ending December 31, 2019 , 2020 , 2021 , and 2022 respectively. |
Capitalized Lease Obligation an
Capitalized Lease Obligation and Receivables | 12 Months Ended |
Dec. 31, 2018 | |
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 7.11% . As of December 31, 2018 , future payments under these capital leases are as follows: 2019 $ 2,852 2020 2,300 2021 2,131 2022 2,232 2023 1,535 Thereafter 4,703 Total minimum lease payments 15,753 Less amount representing interest (3,082 ) Capital lease obligations 12,671 Less current portion (2,031 ) Capital lease obligations, less current portion $ 10,640 The value of the equipment under capital leases as of December 31, 2017 and 2018 was $7,934 and $17,310 , with related accumulated amortization of $846 and $3,796 , respectively. The Company also leases certain fueling station equipment to a certain customer under a sales-type lease at an interest rate of 13.5% . As of December 31, 2018 , future receipts under this lease are as follows: 2019 $ 186 2020 186 2021 186 2022 186 2023 186 Thereafter 1,240 Total 2,170 Less amount representing interest (1,080 ) $ 1,090 |
401(k) Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [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, subject to limitations. For the years ended December 31, 2016 , 2017 and 2018 the Company contributed approximately $1,527 , $1,336 , and $1,304 of matching contributions to the Savings Plan, respectively. |
Reportable Segments and Geograp
Reportable Segments and Geographic Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Reportable Segments and Geographic Information | Reportable Segments and 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 its 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 volumes delivered information. The assessment of operating results and the allocation of resources among the components of the business are made by the CODM and are based on gross margins and volumes delivered by market sector and volume type. Contracts are evaluated based on the economics of a mix of products and services for a customer. The table below presents the Company’s revenue, operating 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 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 categorized based on where services are rendered and finished goods are sold. Operating loss by geographic area is categorized based on the location of the entity selling the finished goods or providing the services. Long-lived assets by geographic are categorized based on the location of the assets. 2016 2017 2018 Revenue: United States $ 378,497 $ 316,756 $ 337,531 Canada 11,502 6,846 8,888 Other 12,657 17,997 — Total revenue $ 402,656 $ 341,599 $ 346,419 Operating income (loss): United States $ (8,693 ) $ (96,228 ) $ 3,548 Canada (4,212 ) (9,495 ) 347 Other (4,732 ) (28,724 ) — Total operating income (loss) $ (17,637 ) $ (134,447 ) $ 3,895 Long-lived assets: United States $ 547,279 $ 465,245 $ 442,897 Canada 66,191 373 285 Other 5,646 — — Total long-lived assets $ 619,116 $ 465,618 $ 443,182 The Company’s goodwill and intangible assets as of December 31, 2016 , 2017 and 2018 relate to its United States operations, including the operations of CEC (until completion of the CEC Combination, see Note 4 ), and its subsidiaries, Clean Energy Cryogenics and NG Advantage (see Note 5 ). |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Concentrations During the years ended December 31, 2016 , 2017 and 2018 , four , two and two suppliers, respectively, each accounted for 10% or more of the Company’s natural gas expense related to CNG and LNG purchases. During the years ended December 31, 2016 , 2017 and 2018 , no single customer accounted for 10% or more of the Company’s total revenue. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Term Loan Facility On January 2, 2019, the Company entered into a term credit agreement (the “Credit Agreement”) with Société Générale, a company incorporated as a société anonyme under the laws of France (“SG”). The Credit Agreement provides for a term loan facility (the “SG Facility”) pursuant to which the Company may obtain, subject to certain conditions, up to $100.0 million of loans (“Loans”) in support of its Zero Now truck financing program. Under the Credit Agreement, the Company is permitted to use the proceeds from the Loans solely to fund the incremental cost of trucks purchased or financed under the Zero Now program and related fees and expenses incurred by the Company in connection therewith. Interest on outstanding Loans accrues at a rate equal to LIBOR plus 1.30% per annum, and a commitment fee on any unused portion of the SG Facility accrues at a rate equal to 0.39% per annum. Interest and commitment fees are payable quarterly. The Credit Agreement does not include financial covenants, and the Company has not provided SG with any security for its obligations under the Credit Agreement. As described below, THUSA has entered into the Guaranty to guarantee the Company’s payment obligations to SG under the Credit Agreement. Credit Support Agreement On January 2, 2019, the Company entered a credit support agreement (“CSA”) with Total Holdings USA Inc. (“THUSA”), a wholly owned subsidiary of TOTAL. Under the CSA, THUSA agreed to enter into a guaranty agreement (“Guaranty”) pursuant to which it has guaranteed the Company’s obligation to repay to SG up to $100.0 million in Loans and interest thereon in accordance with the Credit Agreement. In consideration for the commitments of THUSA under the CSA, the Company is required to pay THUSA, on a quarterly basis, a guaranty fee at a rate per annum equal to 10% of the average aggregate Loan amount for the preceding calendar quarter. As security for the Company’s obligations under the CSA, on January 2, 2019, the Company entered into a pledge and security agreement with THUSA and delivered a collateral assignment of contracts to THUSA, pursuant to which the Company collaterally assigned to THUSA all fueling agreements it enters into with participants in the Zero Now program. In addition, on January 2, 2019, the Company entered into a lockbox agreement with THUSA and Plains, under which the Company granted THUSA a security interest in the cash flow generated by the fueling agreements the Company enters into with participants in the Zero Now program. The CSA will terminate following the later of: the payment in full of all of the Company’s obligations under the CSA; and the termination or expiration of the Guaranty following the maturity date of the last outstanding Loan or December 31, 2023, whichever is earlier. |
Schedule II_ Valuation and Qual
Schedule II: Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2018 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II: Valuation and Qualifying Accounts | Schedule II - Valuation and Qualifying Accounts (In thousands) Allowances for Allowance for 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 Charges (benefit) to operations 395 3,344 Deductions (182 ) (30 ) Balance as of December 31, 2017 1,276 4,544 Charges (benefit) to operations 1,169 — Deductions (525 ) (381 ) Balance as of December 31, 2018 $ 1,920 $ 4,163 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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, which include only normal recurring adjustments, necessary to state fairly the Company’s consolidated 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 in consolidation. |
Reclassifications | Reclassifications During the year ended December 31, 2018, the Company adopted Accounting Standards Update (“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. As a result, the Company chose to also conform this classification on the accompanying consolidated balance sheets. This resulted in prior period restricted cash of $1,127 as of December 31, 2017 being reclassified into a single line item with cash and cash equivalents to conform to the presentation as of December 31, 2018. In addition, certain prior period amounts have been reclassified in the accompanying consolidated statements of operations and cash flows to conform to the current period presentation. These reclassifications had no material impact on the Company’s consolidated financial position, results of operations, or cash flows as previously reported. |
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 accompanying consolidated financial statements and these 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 accompanying consolidated financial statements include (but are not limited to) those related to revenue recognition, fair value measurements, goodwill and long-lived asset valuations and impairment assessments, income tax valuations and stock-based compensation expense. |
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 net realizable value. The Company evaluates inventory balances for excess quantities and obsolescence by analyzing estimated demand, inventory on hand, sales levels and other information and reduces inventory balances to net realizable value for excess and obsolete inventory based on this analysis. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities In connection with the Company’s Zero Now truck financing program, the Company entered into commodity swap contracts in October 2018 intended to manage risks related to the diesel-to-natural gas price spread in connection with the natural gas fuel supply commitments the Company expects to make in its anticipated fueling agreements with fleet operators that participate in the Zero Now program. The Company has not designated any derivative instruments as hedges for accounting purposes and does not enter into such instruments for speculative trading purposes. These derivative instruments are recorded in the accompanying consolidated balance sheets and are measured as either an asset or liability at fair value with changes in fair value recognized in earnings. See Note 8 for more information. |
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 ten 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 the carrying value of its long-lived assets, including property and equipment and intangible assets with finite useful lives, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. Events that could result in an impairment review include, among others, a significant decrease in the operating performance of a long-lived asset or asset group or the decision to close a fueling station. Impairment testing involves a comparison of the sum of the undiscounted future cash flows of the asset or asset group to its carrying amount. If the sum of the undiscounted future cash flows exceeds the carrying amount, then no impairment exists. If the carrying amount exceeds the sum of the undiscounted future cash flows, then a second step is performed to determine the amount of impairment, if any, to be recognized. An impairment loss is recognized to the extent that the carrying amount of the asset or asset group exceeds its fair value. The fair value of the asset or asset group is based on estimated discounted future cash flows of the asset or asset group using a discount rate commensurate with the related risk. The estimate of future cash flows requires management to make assumptions and to apply judgment, including forecasting future sales and expenses and estimating useful lives of the assets. These estimates can be affected by a number of factors, including, among others, future results, demand, and economic conditions, many of which can be difficult to predict. |
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 from one to eight years for customer relationships, one to ten years for acquired contracts, two to ten 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 either a qualitative or quantitative 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 Company is required to use judgment when applying the goodwill impairment test, including, among other considerations, the identification of reporting unit(s), the assessment of qualitative factors, and the estimation of fair value of a reporting unit in the quantitative approach. The Company determined that it is a single reporting unit for the purpose of goodwill impairment tests. The Company performs the impairment test annually on October 1, or more frequently if facts and circumstances warrant a review. The qualitative goodwill assessment includes the potential impact on a reporting unit’s fair value of certain events and circumstances, including its enterprise 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 quantitative impairment test is performed. The quantitative assessment estimates the reporting unit’s fair value based on its enterprise value plus an assumed control premium as evidence of fair value. The estimates used to determine the fair value of the reporting unit may change based on results of operations, macroeconomic conditions, stock price fluctuations, or other factors. Changes in these estimates could materially affect our assessment of the fair value and goodwill impairment for the reporting unit. |
Alternative Fuels Tax Credit | Alternative Fuels Tax Credit Under separate pieces of U.S. federal legislation, the Company has been eligible to receive a federal alternative fuels tax credit (“AFTC”) for its natural gas vehicle fuel sales made between October 1, 2006 and December 31, 2017. The AFTC, which had previously expired on December 31, 2016, was reinstated on February 9, 2018 to apply to vehicle fuel sales made from January 1, 2017 through December 31, 2017. The AFTC credit is equal to $0.50 per gasoline gallon equivalent of CNG that the Company sold as vehicle fuel, and $0.50 per diesel gallon of LNG that the Company sold as vehicle fuel in 2016 and 2017. Based on the service relationship with its customers, either the Company or its customer claims the credit. The Company records its AFTC credits, if any, as revenue in its consolidated statements of operations because the credits are fully payable to the Company and do not offset income tax liabilities. As such, the credits are not deemed income tax credits under the accounting guidance applicable to income taxes. |
LNG Transportation Costs | LNG Transportation Costs The Company records the costs incurred to transport LNG to its customers in “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 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. In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payments Accounting which simplified the accounting for share-based payment transactions. The Company adopted the standard as of January 1, 2017 and in connection with the adoption, elected to recognize forfeitures when they occur. This election was implemented under the modified retrospective approach with a cumulative effect of an increase in accumulated deficit of $194 , net of tax. This adjustment represents the cumulative additional compensation expense that would have been amortized through the date of adoption |
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 from originally estimated. In October 2016, the FASB issued ASU 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. The Company early adopted the standard as of January 1, 2017. This election was implemented under the modified retrospective approach, resulting in a $303 increase in accumulated deficit representing the cumulative recognition of the income tax consequences of intra-entity transfers of assets other than inventory that occurred before the adoption date |
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 and Transactions | Foreign Currency Translation and Transactions The Company uses the local currency as the functional currency of its foreign subsidiary and equity method investment. 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 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 its consolidated statements of operations. |
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. 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. |
Recently Adopted Accounting Changes and Recently Issued Accounting Standards | Recently Adopted Accounting Changes and Recently Issued Accounting Standards Recently Adopted Accounting Changes In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which allows for a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (the “TCJA”). This update is effective for fiscal years beginning after December 15, 2018, which for the Company is the first quarter of 2019, with early adoption permitted. The Company elected to early adopt this ASU during the year ended December 31, 2018 , which did not have any impact on the accompanying consolidated financial statements or related disclosures. The Company did not elect to reclassify the stranded tax effects of the TCJA because there were none. In December 2016, the FASB issued ASU 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. The Company adopted this standard on a retrospective basis, and adoption did not have a material impact on the Company’s consolidated financial statements or related disclosures. As a result of including restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts presented in the accompanying consolidated statement of cash flows, net cash flows increased (decreased) by $2,756 and $(5,869) for the years ended December 31, 2016 and 2017, respectively. In September 2016, the FASB issued ASU 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, which for the Company is the first quarter of 2018. The Company adopted this standard on a retrospective basis, and adoption did not have a material impact on the accompanying consolidated financial statements and related disclosures for year ended December 31, 2016 and had no impact for the years ended December 31, 2017 and 2018, respectively. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”), which amends the guidance in former Accounting Standards Codification Topic 605, Revenue Recognition , to provide a single, comprehensive revenue recognition model for all contracts with customers. The new standard requires an entity to recognize revenue in a manner that depicts the transfer of promised goods or services to customers in amounts that reflect the consideration to which an entity expects to be entitled in exchange 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. The standard is effective for fiscal years beginning after December 15, 2017, which for the Company was the first quarter of 2018. The Company adopted this standard using the modified retrospective method and recognized the cumulative effect of initially applying ASC 606 as an adjustment to “Accumulated deficit” in the accompanying consolidated balance sheet as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted. This adoption did not have a material impact to the Company’s consolidated financial statements. The ASC 606 adoption adjustments are as follows, and relate to significant financing components resulting from an advance payment by a customer of the Company’s subsidiary, NG Advantage LLC (“NG Advantage”) and an extended payment term to a station construction customer: Balance as of December 31, 2017 Adjustments Due to ASC 606 Balance as of January 1, 2018 Notes receivable and other long-term assets, net $ 21,397 $ (963 ) $ 20,434 Deferred revenue $ 3,432 $ 330 $ 3,762 Accumulated deficit $ (683,570 ) $ (1,293 ) $ (684,863 ) The ASC 606 adoption adjustments on the accompanying consolidated balance sheet as of December 31, 2018 are as follows: As of December 31, 2018 Balance before ASC 606 Adoption Effect of Change As Reported Notes receivable and other long-term assets, net $ 18,359 $ (889 ) $ 17,470 Deferred revenue $ 6,346 $ 1,015 $ 7,361 Accumulated deficit $ (686,749 ) $ (1,904 ) $ (688,653 ) The impact on the accompanying consolidated statements of operations for the year ended December 31, 2018 was immaterial. Recently Issued Accounting Standards 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 will evaluate the impact this ASU will have on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . 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. The Company is in the process of evaluating the impact of the adoption of Topic 842 on the Company’s consolidated financial position and results of operations based on the Company’s leases presently in effect and plans to use the modified retrospective method upon adoption. The Company anticipates this standard will have a material impact on its consolidated balance sheet. The primary impact will be to record right-of-use (“ROU”) assets and lease liabilities for existing operating leases on the consolidated balance sheets. Currently, the Company estimates the adoption of the standard will result in the recognition of additional ROU assets and lease liabilities that are not anticipated to be greater than the Company’s future minimum lease payments (see Note 16 ), as of January 1, 2019. The Company does not expect the adoption to have a material impact on its consolidated statements of operations or its consolidated statements of cash flows. The Company’s analysis and evaluation of the new standard will continue through its effective date in the first quarter of 2019, including continuing to monitor any potential changes in the standard proposed by the FASB. |
Revenue Recognition Overview | Revenue Recognition Overview The Company recognizes revenue when control of the promised goods or services is transferred to its customers, in an amount that reflects the consideration to which it expects to be entitled in exchange for the goods or services. In order to achieve that core principle, a five-step approach is applied: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue allocated to each performance obligation when the Company satisfies the performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account for revenue recognition. The table below presents the Company’s revenue disaggregated by revenue source. The Company is generally the principal in its customer contracts because it has control over the goods and services prior to them being transferred to the customer, and as such, revenue is recognized on a gross basis. Sales and usage-based taxes are excluded from revenues. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities. Years Ended December 31, 2016 2017 2018 Volume -related $ 283,814 $ 264,880 $ 286,684 Station construction sales 64,942 51,854 25,501 AFTC 26,638 — 26,729 Compressor sales 27,262 23,527 — Other — 1,338 7,505 Total revenue $ 402,656 $ 341,599 $ 346,419 Volume -Related The Company’s volume -related revenue primarily consists of sales of RNG, CNG and LNG fuel, O&M services and RINs and LCFS Credits in addition to changes in fair value of the Company’s derivative instruments associated with providing natural gas to customers under fueling contracts. Fuel and O&M services are sold pursuant to contractual commitments over defined goods -and -service delivery periods. These contracts typically include a stand -ready obligation to supply natural gas and/or provide O&M services daily based on a committed and agreed upon routine maintenance schedule or when and if called upon by the customer. The Company applies the ‘ right to invoice’ practical expedient and recognizes fuel and O&M services revenue in the amount to which the Company has the right to invoice. The Company has a right to consideration based on the amount of gasoline gallon equivalents of natural gas dispensed by the customer and current pricing conditions, which are typically billed to the customer on a monthly basis. Since payment terms are less than a year, the Company has elected the practical expedient which allows it to not assess whether a customer contract has a significant financing component. Contract modifications are not distinct from the existing contract and are typically renewals of fuel and O&M service sales. As a result, these modifications are accounted for as if they were part of the existing contract. The effect of a contract modification on the transaction price is recognized prospectively. The Company sells RINs and LCFS Credits to third parties that need the credits to comply with federal and state requirements. Revenue is recognized on these credits when there is an agreement in place to monetize the credits at a determinable price. The changes in fair value of derivative instruments relate to the Company’s commodity swap and customer fueling contracts. The contracts are measured at fair value with changes in the fair value recorded in the accompanying consolidated statements of operations in the period incurred. The amounts are classified as revenue because the Company’s commodity swap contracts are used to economically offset the risk associated with the diesel -to -natural gas price spread resulting from anticipated customer fueling contracts under the Company’s Zero Now truck financing program. See Note 8 for more information about these derivative instruments. For the year ended December 31, 2018 , changes in the fair value of commodity swaps amounted to a gain of $10,332 since inception of these arrangements in October 2018. Station Construction Sales Station construction contracts are generally short-term, except for certain larger and more complex stations, which can take up to 24 months to complete. For most of the Company’s station construction contracts, the customer contracts with the Company to provide a significant service of integrating a complex set of tasks and components into a single station. Hence, the entire contract is accounted for as one performance obligation. The Company recognizes revenue over time as the Company performs under its station construction contracts because of the continual transfer of control of the goods to the customer, who typically controls the work in process. Revenue is recognized based on the extent of progress towards completion of the performance obligation and is recorded proportionally as costs are incurred. Costs to fulfill the Company’s obligations under these contracts typically include labor, materials and subcontractors’ costs, other direct costs and an allocation of indirect costs. 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 the contract, including differing site conditions, the availability of skilled contract labor, the performance of major suppliers and subcontractors, and unexpected changes in material costs. Because a significant change in one or more of these estimates could affect the profitability of these contracts, the contract price and cost estimates are reviewed periodically as work progresses and adjustments proportionate to the cost-to-cost measure of progress are reflected in contract revenues in the reporting period when such estimates are revised as discussed above. Provisions for estimated losses on uncompleted contracts are recorded in the period in which the losses become known. Contract modifications are typically expansions in scope of an existing station construction project. As a result, these modifications are accounted for as if they were part of the existing contract. The effect of a contract modification on the transaction price and the Company’s measure of progress for the performance obligation to which it relates is recognized as an adjustment to revenue (either as an increase or a reduction) on a cumulative catch-up basis. Under the typical payment terms of the Company’s station construction contracts, the customer makes either performance-based payments (“PBPs”) or progress payments. PBPs are interim payments of the contract price based on quantifiable measures of performance or the achievement of specified events or milestones. Progress payments are interim payments of costs incurred as the work progresses. For some of these contracts, the Company may be entitled to receive an advance payment. The advance payment typically is not considered a significant financing component because it is used to meet working capital demands that can be higher in the early stages of a construction contract and to protect the Company if the customer fails to adequately complete some or all of its obligations under the contract. In addition, the customer retains a small portion of the contract price until completion of the contract. Such retained portion of the contract price is not considered a significant financing component because the intent is to protect the customer. In certain contracts with its customers, the Company agrees to provide multiple goods or services, including construction of and sale of a station, O&M services, and sale of fuel to the customer. These contracts have multiple performance obligations because the promise to transfer each separate good or service is separately identifiable and is distinct. This evaluation requires significant judgment and the decision to combine a group of contracts or separate the combined or single contract into multiple performance obligations could change the amount of revenue recognized in one or more periods. The Company allocates the contract price to each performance obligation using best estimates of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate the standalone selling price for fuel and O&M services is observable standalone sales, and the primary method used to estimate the standalone selling price for station construction sales is the expected cost plus a margin approach because the Company sells customized customer -specific solutions. Under this approach, the Company forecasts expected costs of satisfying a performance obligation and then adds an appropriate margin for the good or service. AFTC See Note 1 for more information about AFTC, which is not recognized as revenue until the period the credit is authorized through federal legislation. Compressor Sales The Company completed the CEC Combination (as defined in Note 4 ) during the year ended December 31, 2017 and no longer generates revenue from compressor sales. Other The majority of other revenue is from sales of used natural gas heavy -duty trucks purchased by the Company. Revenue on these contracts is recognized at the point in time when the customer accepts delivery of the truck. Remaining Performance Obligations Remaining performance obligations represent the transaction price of customer orders for which the work has not been performed. As of December 31, 2018 , the aggregate amount of the transaction price allocated to remaining performance obligations was $10,493 , which related to the Company’s station construction sale contracts. The Company expects to recognize revenue on the remaining performance obligations under these contracts over the next 12 to 24 months. For volume -related revenue, the Company has elected to apply an optional exemption, which waives the requirement to disclose the remaining performance obligation for revenue recognized through the ‘ right to invoice’ practical expedient. Costs to Fulfill a Contract The Company capitalizes costs incurred to fulfill its contracts that (1) relate directly to the contract, (2) are expected to generate resources that will be used to satisfy the Company’s performance obligations under the contract, and (3) are expected to be recovered through revenue generated under the contract. Contract fulfillment costs are recorded to depreciation expense as the Company satisfies its performance obligations over the term of the contract. These costs primarily relate to set-up and other direct installation costs incurred by NG Advantage, for equipment that must be installed on customers’ land before NG Advantage is able to deliver CNG to the customer because the customer does not have direct access to the natural gas pipelines. These costs are classified in “Land, property, and equipment, net” in the accompanying consolidated balance sheets. As of December 31, 2018 , these capitalized costs incurred to fulfill contracts were $9,066 with accumulated depreciation of $4,851 and related amortization of $2,030 for the year ended December 31, 2018 . Contract Balances The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) in the accompanying consolidated balance sheets. Changes in the contract asset and liability balances during the year ended December 31, 2018 , were not materially impacted by any factors outside the normal course of business. As of January 1, 2018 and December 31, 2018 , respectively, the Company’s contract balances were as follows: January 1, 2018 December 31, 2018 Receivables, net $ 63,961 $ 68,865 Contract Assets - Current $ 1,603 $ 656 Contract Assets - Noncurrent 4,083 3,825 Contract Assets - Total $ 5,686 $ 4,481 Contract Liabilities - Current $ 1,991 5,513 Contract Liabilities - Noncurrent 13,413 9,844 Contract Liabilities - Total $ 15,404 $ 15,357 Receivables, Net “Receivables, net” in the accompanying consolidated balance sheets include amounts billed and currently due from customers. The amounts due are stated at their net estimated realizable value. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of receivables that will not be collected. The allowance is based upon an assessment of customer creditworthiness, historical payment experience, and the age of outstanding receivables. Contract Assets Contract assets include unbilled amounts typically resulting from the Company’s station construction sale contracts, when the cost-to-cost method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer, and right to payment is not just subject to the passage of time. Amounts may not exceed their net realizable value. Contract assets are classified as current or noncurrent based on the timing of billings. The current portion is included in “Prepaid expenses and other current assets” and the noncurrent portion is included in “Notes receivable and other long-term assets, net” in the accompanying consolidated balance sheets. Contract Liabilities Contract liabilities consist of billings in excess of revenue recognized from the Company’s station construction sale contracts and payments received in advance of its performance obligations primarily from a customer of NG Advantage. Billings in excess of revenue recognized of $1,092 and $2,006 and advance payments of $899 and $3,507 are classified as current as of January 1, 2018 and December 31, 2018 , respectively. Deferred revenue is classified as current or noncurrent based on when the revenue is expected to be recognized. The current portion and noncurrent portion of deferred revenue are included in “Deferred revenue” and “Other long -term liabilities,” respectively, in the accompanying consolidated balance sheets. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of inventories | Inventories consisted of the following as of December 31, 2017 and 2018 : 2017 2018 Raw materials and spare parts (1) $ 35,145 $ 34,890 Finished goods 93 85 Total inventory $ 35,238 $ 34,975 (1) During the year ended December 31, 2017, $19,394 in station parts were reclassified from construction in progress within “Land, property, and equipment, net” into “Inventory” in the accompanying consolidated balance sheets because they will primarily be used for stations to be sold. See Note 3 for more information . |
Schedule of finite-lived intangible assets | The Company’s intangible assets as of December 31, 2017 and 2018 were as follows: 2017 2018 Customer relationships $ 5,376 $ 5,376 Acquired contracts 4,384 4,384 Trademark and trade names 2,700 2,700 Non-compete agreements 860 860 Total intangible assets 13,320 13,320 Less accumulated amortization (9,730 ) (11,113 ) Net intangible assets $ 3,590 $ 2,207 |
Schedule of goodwill | The following table summarizes the activity related to the carrying amount of goodwill: Balance as of December 31, 2016 $ 93,018 Goodwill reduced during the year (1) (30,154 ) Foreign currency translation adjustment 1,464 Balance as of December 31, 2017 $ 64,328 Balance as of December 31, 2018 $ 64,328 (1) The Company reduced its goodwill balance by $26,576 when it sold certain assets of its subsidiary, Clean Energy Renewable Fuels (“Renewables”), on March 31, 2017, and by $3,578 when it contributed CEC to SAFE&CEC S.r.l. on December 29, 2017 (all described in Note 4 ). |
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. Although these securities were antidilutive for these periods, they could be dilutive in future periods. (in shares) 2016 2017 2018 Stock options 11,467,796 8,613,854 8,699,677 Convertibles notes 16,573,799 14,991,521 3,164,557 Restricted stock units 2,072,304 1,832,575 2,279,601 |
Schedule of adoption adjustments | The ASC 606 adoption adjustments are as follows, and relate to significant financing components resulting from an advance payment by a customer of the Company’s subsidiary, NG Advantage LLC (“NG Advantage”) and an extended payment term to a station construction customer: Balance as of December 31, 2017 Adjustments Due to ASC 606 Balance as of January 1, 2018 Notes receivable and other long-term assets, net $ 21,397 $ (963 ) $ 20,434 Deferred revenue $ 3,432 $ 330 $ 3,762 Accumulated deficit $ (683,570 ) $ (1,293 ) $ (684,863 ) The ASC 606 adoption adjustments on the accompanying consolidated balance sheet as of December 31, 2018 are as follows: As of December 31, 2018 Balance before ASC 606 Adoption Effect of Change As Reported Notes receivable and other long-term assets, net $ 18,359 $ (889 ) $ 17,470 Deferred revenue $ 6,346 $ 1,015 $ 7,361 Accumulated deficit $ (686,749 ) $ (1,904 ) $ (688,653 ) |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue | The table below presents the Company’s revenue disaggregated by revenue source. The Company is generally the principal in its customer contracts because it has control over the goods and services prior to them being transferred to the customer, and as such, revenue is recognized on a gross basis. Sales and usage-based taxes are excluded from revenues. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities. Years Ended December 31, 2016 2017 2018 Volume -related $ 283,814 $ 264,880 $ 286,684 Station construction sales 64,942 51,854 25,501 AFTC 26,638 — 26,729 Compressor sales 27,262 23,527 — Other — 1,338 7,505 Total revenue $ 402,656 $ 341,599 $ 346,419 |
Summary of contract balances | As of January 1, 2018 and December 31, 2018 , respectively, the Company’s contract balances were as follows: January 1, 2018 December 31, 2018 Receivables, net $ 63,961 $ 68,865 Contract Assets - Current $ 1,603 $ 656 Contract Assets - Noncurrent 4,083 3,825 Contract Assets - Total $ 5,686 $ 4,481 Contract Liabilities - Current $ 1,991 5,513 Contract Liabilities - Noncurrent 13,413 9,844 Contract Liabilities - Total $ 15,404 $ 15,357 |
Asset Impairments, Other Char_2
Asset Impairments, Other Charges, and Inventory Valuation Provision (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Schedule of restructuring and impairment charges | The following table summarizes these charges: Year Ended December 31, 2017 Workforce reduction and related charges $ 3,057 CEC asset impairments 32,274 Station closures and related charges 25,557 LCFS Credits charge 7,046 Total asset impairments and other charges $ 67,934 Inventory valuation provision 13,158 Total charges $ 81,092 The following table summarizes the charges related to the foregoing that have been or will be settled with cash payments and their related liability balances as of December 31, 2017 and 2018 , respectively: Charges Cash Payments Made in the Year Ended December 31, 2017 Balance as of December 31, 2017 Cash Payments Made in the Year Ended December 31, 2018 Balance as of December 31, 2018 Employee severance $ 2,757 (2,757 ) $ — $ — $ — Lease termination fees and AROs for station closures 4,083 (70 ) 4,013 (1,810 ) 2,203 $ 6,840 (2,827 ) $ 4,013 $ (1,810 ) $ 2,203 |
Investments in Other Entities_2
Investments in Other Entities and Noncontrolling Interest in a Subsidiary (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Investments, All Other Investments [Abstract] | |
Summary of financial information | Summarized financial information for SAFE&CEC S.r.l. is as follows: For the Year Ended December 31, 2018 Revenue $ 68,373 Gross profit $ 20,124 Operating loss $ (4,881 ) Net loss $ (5,449 ) As of December 31, 2018 Current assets $ 42,568 Non-current assets 48,629 Total assets $ 91,197 Current liabilities $ 36,177 Non-current liabilities 6,955 Total liabilities $ 43,132 |
Cash, Cash Equivalents and Re_2
Cash, Cash Equivalents and Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of cash and cash equivalents | Cash, cash equivalents and restricted cash as of December 31, 2017 and 2018 consisted of the following: December 31, 2017 December 31, 2018 Current assets: Cash and cash equivalents $ 36,081 $ 29,844 Restricted cash - standby letters of credit 1,127 30 Restricted cash - held in escrow — 750 Total cash, cash equivalents and current portion of restricted cash $ 37,208 $ 30,624 Long-term assets: Restricted cash - standby letters of credit $ — $ 4,000 Total long-term portion of restricted cash $ — $ 4,000 Total cash, cash equivalents and restricted cash $ 37,208 $ 34,624 |
Schedule of components of restricted cash | Cash, cash equivalents and restricted cash as of December 31, 2017 and 2018 consisted of the following: December 31, 2017 December 31, 2018 Current assets: Cash and cash equivalents $ 36,081 $ 29,844 Restricted cash - standby letters of credit 1,127 30 Restricted cash - held in escrow — 750 Total cash, cash equivalents and current portion of restricted cash $ 37,208 $ 30,624 Long-term assets: Restricted cash - standby letters of credit $ — $ 4,000 Total long-term portion of restricted cash $ — $ 4,000 Total cash, cash equivalents and restricted cash $ 37,208 $ 34,624 |
Short-Term Investments (Tables)
Short-Term Investments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of short-term investments | Short-term investments as of December 31, 2017 consisted of the following: Amortized Gross Estimated Municipal bonds and notes $ 21,414 $ (49 ) $ 21,365 Zero coupon bonds 54,159 (33 ) 54,126 Corporate bonds 55,109 (40 ) 55,069 Certificates of deposit 10,902 — 10,902 Total short-term investments $ 141,584 $ (122 ) $ 141,462 Short-term investments as of December 31, 2018 consisted of the following: Amortized Gross Estimated Municipal bonds and notes $ 9,210 $ (19 ) $ 9,191 Zero coupon bonds 29,823 (28 ) 29,795 Corporate bonds 26,175 (22 ) 26,153 Certificates of deposit 507 — 507 Total short-term investments $ 65,715 $ (69 ) $ 65,646 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of commodity derivative activity | The following table summarizes the Company’s commodity derivative activity as of December 31, 2018 : Description Gross Amounts Recognized Gross Amounts Offset Net Amount Presented Assets: Current portion of derivative assets, related party $ 1,508 $ — $ 1,508 Long-term portion of derivative assets, related party 8,824 — 8,824 Total derivative assets $ 10,332 $ — $ 10,332 |
Schedule of weighted-average price of open commodity swap contract | The following table reflects the weighted -average price of open commodity swap contracts as of December 31, 2018, by year with associated volumes: Year Volumes (Diesel Gallons) Weighted -Average Price per Diesel Gallon 2019 3,125,000 $ 3.18 2020 5,000,000 $ 3.18 2021 5,000,000 $ 3.18 2022 5,000,000 $ 3.18 2023 5,000,000 $ 3.18 2024 1,875,000 $ 3.18 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of outstanding commodity swap contracts | The Company estimated the fair value of its outstanding commodity swap contracts based on the following inputs as of December 31, 2018 : Description Significant Unobservable Inputs Input Range Weighted Average Commodity swap contracts ULSD Gulf Coast Forward Curve $1.71 - $1.79 $ 1.75 Historical Differential to PADD 3 Diesel $0.76 - $1.16 $ 0.89 Historical Differential to PADD 5 Diesel $1.22 - $2.12 $ 1.55 |
Schedule of information by level for assets 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, 2017 and 2018 , respectively: Description Balance at December 31, 2017 Level 1 Level 2 Level 3 Assets: Available-for-sale securities (1) : Municipal bonds and notes $ 21,365 $ — $ 21,365 $ — Zero coupon bonds 54,126 — 54,126 — Corporate bonds 55,069 — 55,069 — Certificates of deposit (1) 10,902 — 10,902 — Liabilities: Warrants (3) $ 536 $ — $ — $ 536 Description Balance at December 31, 2018 Level 1 Level 2 Level 3 Assets: Available-for-sale securities (1) : Municipal bonds and notes $ 9,191 $ — $ 9,191 $ — Zero coupon bonds 29,795 — 29,795 — Corporate bonds 26,153 — 26,153 — Certificates of deposit (1) 507 — 507 — Commodity swap contracts (2) 10,332 — — 10,332 Liabilities: Warrants (3) $ 1,079 $ — $ — $ 1,079 (1) Included in “Short-term investments” in the accompanying consolidated balance sheets. See Note 7 for more information. (2) Included in “Derivative assets, related party” and “Long-term portion of derivative assets, related party” in the accompanying consolidated balance sheets. See Note 8 for more information. (3) Included in “Accrued liabilities” and “Other long-term liabilities” in the accompanying consolidated balance sheets. |
Schedule of information by level for 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, 2017 and 2018 , respectively: Description Balance at December 31, 2017 Level 1 Level 2 Level 3 Assets: Available-for-sale securities (1) : Municipal bonds and notes $ 21,365 $ — $ 21,365 $ — Zero coupon bonds 54,126 — 54,126 — Corporate bonds 55,069 — 55,069 — Certificates of deposit (1) 10,902 — 10,902 — Liabilities: Warrants (3) $ 536 $ — $ — $ 536 Description Balance at December 31, 2018 Level 1 Level 2 Level 3 Assets: Available-for-sale securities (1) : Municipal bonds and notes $ 9,191 $ — $ 9,191 $ — Zero coupon bonds 29,795 — 29,795 — Corporate bonds 26,153 — 26,153 — Certificates of deposit (1) 507 — 507 — Commodity swap contracts (2) 10,332 — — 10,332 Liabilities: Warrants (3) $ 1,079 $ — $ — $ 1,079 (1) Included in “Short-term investments” in the accompanying consolidated balance sheets. See Note 7 for more information. (2) Included in “Derivative assets, related party” and “Long-term portion of derivative assets, related party” in the accompanying consolidated balance sheets. See Note 8 for more information. (3) Included in “Accrued liabilities” and “Other long-term liabilities” in the accompanying consolidated balance sheets. The following table provides a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis as shown in the tables above that used significant unobservable inputs (Level 3): Assets: Commodity Swap Contracts Liabilities: Warrants Balance as of December 31, 2016 $ — $ 581 Gain (loss) included in earnings — (45 ) Balance as of December 31, 2017 — 536 Gain (loss) included in earnings 10,332 543 Balance as of December 31, 2018 $ 10,332 $ 1,079 |
Schedule of 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 table provides a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis as shown in the tables above that used significant unobservable inputs (Level |
Other Receivables (Tables)
Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Schedule of other receivables | Other receivables as of December 31, 2017 and 2018 consisted of the following: 2017 2018 Loans to customers to finance vehicle purchases $ 4,746 $ 276 Accrued customer billings 10,072 6,261 Fuel tax credits 177 434 Other 4,240 8,573 Total other receivables $ 19,235 $ 15,544 |
Land, Property and Equipment (T
Land, Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Summary of land, property and equipment | Land, property and equipment as of December 31, 2017 and 2018 consisted of the following: 2017 2018 Land $ 2,858 $ 3,681 LNG liquefaction plants 94,634 94,633 Station equipment (1) 304,090 319,119 Trailers 70,906 75,901 Other equipment (1) 88,313 97,268 Construction in progress (1) (2) 74,905 73,485 635,706 664,087 Less accumulated depreciation (268,401 ) (313,519 ) Total land, property and equipment, net $ 367,305 $ 350,568 (1) Certain of these assets were written down during the year ended December 31, 2017 (see Note 3 for more information). (2) During the year ended December 31, 2017, $19,394 in station parts were reclassified from construction in progress within “Land, property, and equipment, net” into “Inventory” in the accompanying consolidated balance sheets because they would primarily be used for stations to be sold (see Note 3 for more information). |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Accrued liabilities as of December 31, 2017 and 2018 consisted of the following: 2017 2018 Accrued alternative fuels incentives (1) $ 2,954 $ 6,923 Accrued employee benefits 2,378 2,248 Accrued interest 1,486 78 Accrued gas and equipment purchases 8,722 12,833 Accrued property and other taxes 4,582 3,397 Salaries and wages 8,363 8,609 Other (2) 13,783 14,381 Total accrued liabilities $ 42,268 $ 48,469 (1) Includes the amount of RINs and LCFS Credits and, as of December 31, 2018 , the amount of AFTC payable to third parties. No AFTC amounts were accrued as of December 31, 2017 because, as of that date, the AFTC had expired (subsequent to December 31, 2017, however, the AFTC was reinstated for vehicle fuel sales made from January 1, 2017 through December 31, 2017). See Note 1 for more information. (2) The amounts as of December 31, 2017 and 2018 include lease termination fees and AROs related to the closure of certain fueling stations and working capital adjustments (see Note 3 for more information), in addition to funding for certain commitments and transaction fees incurred as a result of the CEC Combination (see Note 4 for more information). |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Debt, capital lease and financing lease obligations as of December 31, 2017 and 2018 consisted of the following and are further discussed below: December 31, 2017 Principal Balances Unamortized Debt Financing Costs Balance, Net of Financing Costs 7.5% Notes $ 125,000 131 $ 124,869 5.25% Notes 110,450 454 109,996 NG Advantage debt 17,185 259 16,926 NG Advantage capital lease obligations 6,252 — 6,252 Capital lease obligations 802 — 802 Other debt 1,242 — 1,242 Total debt and capital lease obligations 260,931 844 260,087 Less amounts due within one year (140,223 ) (524 ) (139,699 ) Total long-term debt and capital lease obligations $ 120,708 $ 320 $ 120,388 December 31, 2018 Principal Balances Unamortized Debt Financing Costs Balance, Net of Financing Costs 7.5% Notes $ 50,000 58 $ 49,942 NG Advantage debt 13,702 155 13,547 NG Advantage capital lease obligations 12,007 — 12,007 NG Advantage financing lease obligation 7,000 — 7,000 Capital lease obligations 664 — 664 Other debt 1,024 — 1,024 Total debt and capital lease obligations 84,397 213 84,184 Less amounts due within one year (5,504 ) (99 ) (5,405 ) Total long-term debt and capital lease obligations $ 78,893 $ 114 $ 78,779 |
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 yearly periods subsequent to December 31, 2018 : 2019 2020 2021 2022 2023 Thereafter 7.5% Notes $ — $ 50,000 $ — $ — $ — $ — NG Advantage debt 3,242 3,413 3,055 2,665 1,254 73 NG Advantage capital lease obligations 1,706 1,408 1,417 1,751 1,150 4,573 Capital lease obligations 325 196 130 11 — — Other debt 231 240 247 215 95 — Total $ 5,504 $ 55,257 $ 4,849 $ 4,642 $ 2,499 $ 4,646 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 share amounts) 2016 2017 Gross proceeds $ 103,591 $ 10,767 Fees and issuance costs 2,612 311 Net proceeds $ 100,979 $ 10,456 Shares issued 31,064,434 3,802,500 |
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 accompanying consolidated statements of operations during the periods presented: Years Ended December 31, 2016 2017 2018 Stock-based compensation expense, net of $0 tax in 2016, 2017 and 2018 (1) $ 8,092 $ 8,423 $ 5,307 (1) $300 of stock-based compensation expense for the year ended December 31, 2017 is recorded in “Asset impairments and other charges” in the accompanying consolidated statements of operations and in “Asset impairments and other charges” in the accompanying consolidated statements of cash flows. See Note 3 for more information. |
Summary of stock option activity | The following table summarizes the Company’s stock option activity: Number of Weighted Weighted Aggregate 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 Granted 1,139,500 2.83 Exercised — — Forfeited or expired (3,993,442 ) 12.34 Options outstanding as of December 31, 2017 8,613,854 $ 9.62 Granted 1,864,060 1.37 Exercised (10,200 ) 2.83 Forfeited or expired (1,768,037 ) 8.65 Options outstanding as of December 31, 2018 8,699,677 $ 8.06 5.12 $ 619 Options exercisable as of December 31, 2018 6,587,882 $ 10.05 3.95 $ 120 Options vested and expected to vest as of December 31, 2018 8,699,677 $ 8.06 5.12 $ 619 The following table summarizes activity of Renewables Option Awards: Number of Weighted Weighted Aggregate Options outstanding as of December 31, 2015 108,000 $ 40.80 Options granted — — Options exercised — — Options forfeited or expired — — Options outstanding as of December 31, 2016 108,000 $ 40.80 Options granted — — Options exercised — — Options forfeited or expired (108,000 ) 40.80 Options outstanding as of December 31, 2017 — $ — |
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, 2016 2017 2018 Dividend yield 0.0% 0.0% 0.0% Expected volatility 61.1% to 70.8% 63.61% 70.2% to 74.6% Risk-free interest rate 1.2% to 2.0% 2.05% 2.70% to 2.71% Expected life in years 6.0 6.0 6.0 |
Summary of the Company's RSU activity | The following table summarizes the Company’s Market-Based RSU activity: Number of Weighted Weighted RSU outstanding as of December 31, 2015 1,769,000 $ 10.67 Granted — — Vested — — Forfeited or expired (1,340,000 ) 11.44 RSU outstanding as of December 31, 2016 429,000 $ 8.26 Granted — — Vested — — Forfeited or expired (94,500 ) 8.26 RSU outstanding as of December 31, 2017 334,500 $ 8.26 Granted — — Vested — — Forfeited or expired (334,500 ) 8.26 RSU outstanding and unvested as of December 31, 2018 — $ — 0.00 RSU expected to vest as of December 31, 2018 — — 0.00 The following table summarizes the Company’s Service-Based RSU activity: Number of Weighted Weighted 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 as of December 31, 2016 1,643,304 $ 4.56 Granted 2,835,331 1.36 Vested (2,840,584 ) 1.97 Forfeited or expired (139,976 ) 4.69 RSU outstanding as of December 31, 2017 1,498,075 $ 3.41 Granted 1,907,800 1.36 Vested (972,232 ) 3.13 Forfeited or expired (154,042 ) 2.27 RSU outstanding and unvested as of December 31, 2018 2,279,601 $ 1.88 0.93 RSU expected to vest as of December 31, 2018 2,279,601 $ 1.88 0.93 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income loss before income taxes | The components of loss before income taxes for the years ended December 31, 2016 , 2017 and 2018 are as follows: 2016 2017 2018 U.S. $ 7,150 $ (44,535 ) $ (9,153 ) Foreign (19,535 ) (38,770 ) 311 Total loss before income taxes $ (12,385 ) $ (83,305 ) $ (8,842 ) |
Schedule of provision for income taxes | The provision for income taxes consists of the following: 2016 2017 2018 Current: Federal $ (226 ) $ 31 $ — State 93 231 341 Foreign 567 224 — Total current 434 486 341 Deferred: Federal 478 (978 ) — State 75 (184 ) — Foreign 352 (1,238 ) — Total deferred 905 (2,400 ) — Total $ 1,339 $ (1,914 ) $ 341 |
Schedule of reconciliation of federal income tax rate to the actual effective tax rate | ncome tax expense (benefit) for the years ended December 31, 2016 , 2017 and 2018 differs from the “expected” amount computed using the federal income tax rate of 35% as of December 31, 2016 and 2017 and 21% as of December 31, 2018 as a result of the following: 2016 2017 2018 Computed expected tax (benefit) $ (4,335 ) $ (29,157 ) $ (1,857 ) Nondeductible expenses 5,971 13,420 5,674 Tax rate differential on foreign earnings 720 11,860 (56 ) Joint ventures — — 947 Noncontrolling interest — — 1,133 Impact of federal income tax rate change — 59,729 — Tax credits (9,331 ) (27 ) (6,603 ) Other 833 2,376 985 Change in valuation allowance 7,481 (60,115 ) 118 Total tax expense (benefit) $ 1,339 $ (1,914 ) $ 341 |
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, 2017 and 2018 are as follows: 2017 2018 Deferred tax assets: Accrued expenses $ 5,775 $ 5,254 Alternative minimum tax and general business credits 6,291 6,801 Stock option expense 13,782 11,210 Other 881 1,998 Loss carryforwards 103,892 106,957 Total deferred tax assets 130,621 132,220 Less valuation allowance (120,834 ) (120,801 ) Net deferred tax assets 9,787 11,419 Deferred tax liabilities: Commodity swap contracts — (2,751 ) Depreciation and amortization (3,600 ) (2,672 ) Goodwill (4,206 ) (1,650 ) Investments in joint ventures and partnerships (1,981 ) (4,346 ) Total deferred tax liabilities (9,787 ) (11,419 ) Net deferred tax liabilities $ — $ — |
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, 2016 , 2017 and 2018 : Unrecognized tax benefit—December 31, 2016 $ 49,602 Gross decreases—tax positions in prior years (15,537 ) Unrecognized tax benefit—December 31, 2017 34,065 Gross increases—tax positions in current year 2,178 Unrecognized tax benefit—December 31, 2018 $ 36,243 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease obligations for all noncancelable operating leases | The following schedule represents the Company’s future minimum lease obligations under all noncancelable operating leases as of December 31, 2018 : Fiscal year: 2019 $ 6,340 2020 4,332 2021 3,311 2022 2,409 2023 2,300 Thereafter 13,214 Total future minimum lease payments $ 31,906 |
Capitalized Lease Obligation _2
Capitalized Lease Obligation and Receivables (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Schedule of future payments under the capital leases | As of December 31, 2018 , future payments under these capital leases are as follows: 2019 $ 2,852 2020 2,300 2021 2,131 2022 2,232 2023 1,535 Thereafter 4,703 Total minimum lease payments 15,753 Less amount representing interest (3,082 ) Capital lease obligations 12,671 Less current portion (2,031 ) Capital lease obligations, less current portion $ 10,640 |
Schedule of future receipts under the leases | As of December 31, 2018 , future receipts under this lease are as follows: 2019 $ 186 2020 186 2021 186 2022 186 2023 186 Thereafter 1,240 Total 2,170 Less amount representing interest (1,080 ) $ 1,090 |
Reportable Segments and Geogr_2
Reportable Segments and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of revenue, operating income (loss), and long-lived assets shown for each geographic area | The table below presents the Company’s revenue, operating 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 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 categorized based on where services are rendered and finished goods are sold. Operating loss by geographic area is categorized based on the location of the entity selling the finished goods or providing the services. Long-lived assets by geographic are categorized based on the location of the assets. 2016 2017 2018 Revenue: United States $ 378,497 $ 316,756 $ 337,531 Canada 11,502 6,846 8,888 Other 12,657 17,997 — Total revenue $ 402,656 $ 341,599 $ 346,419 Operating income (loss): United States $ (8,693 ) $ (96,228 ) $ 3,548 Canada (4,212 ) (9,495 ) 347 Other (4,732 ) (28,724 ) — Total operating income (loss) $ (17,637 ) $ (134,447 ) $ 3,895 Long-lived assets: United States $ 547,279 $ 465,245 $ 442,897 Canada 66,191 373 285 Other 5,646 — — Total long-lived assets $ 619,116 $ 465,618 $ 443,182 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Reclassifications (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Accounting Standards Update 2016-18 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Decrease in restricted cash | $ 1,127 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Inventories | ||
Raw materials and spare parts | $ 34,890 | $ 35,145 |
Finished goods | 85 | 93 |
Total inventory | $ 34,975 | 35,238 |
Station Closures | Discontinued Operations, Held-for-sale or Disposed of by Sale | ||
Divestitures | ||
Inventory, net, current | $ 19,394 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Proceeds from grants | $ 653 | $ 4,360 | $ 3,295 |
LNG liquefaction plants | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 3 years | ||
LNG liquefaction plants | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 20 years | ||
Station equipment | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 10 years | ||
Other equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 3 years | ||
Other equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 7 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Long-Lived Assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill and intangible assets | ||||
Long-lived intangible impairment | $ 32,274,000 | $ 32,274,000 | $ 0 | |
Goodwill and intangible asset impairment | $ 0 | |||
Total intangible assets | 13,320,000 | 13,320,000 | ||
Less accumulated amortization | (11,113,000) | (9,730,000) | ||
Net intangible assets | 2,207,000 | 3,590,000 | ||
Amortization expense | 1,383,000 | 5,065,000 | $ 5,794,000 | |
Estimated amortization expense | ||||
2019 | 973,000 | |||
2020 | 765,000 | |||
2021 | 469,000 | |||
2022 | 0 | |||
2023 | 0 | |||
Customer relationships | ||||
Goodwill and intangible assets | ||||
Total intangible assets | $ 5,376,000 | 5,376,000 | ||
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 | 4,384,000 | ||
Acquired contracts | Minimum | ||||
Goodwill and intangible assets | ||||
Estimated useful lives | 1 year | |||
Acquired contracts | Maximum | ||||
Goodwill and intangible assets | ||||
Estimated useful lives | 10 years | |||
Trademark and trade names | ||||
Goodwill and intangible assets | ||||
Total intangible assets | $ 2,700,000 | 2,700,000 | ||
Trademark and trade names | Minimum | ||||
Goodwill and intangible assets | ||||
Estimated useful lives | 2 years | |||
Trademark 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 | $ 860,000 | $ 860,000 | ||
Facility Closing | ||||
Goodwill and intangible assets | ||||
Long-lived intangible impairment | $ 20,384,000 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Goodwill (Details) $ in Thousands | Dec. 29, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($)unit | Dec. 31, 2017USD ($) |
Goodwill [Line Items] | ||||
Number of reporting units | unit | 1 | |||
Goodwill [Roll Forward] | ||||
Beginning balance | $ 93,018 | |||
Goodwill reduced during the year | $ (26,576) | (30,154) | ||
Foreign currency translation adjustment | 1,464 | |||
Ending balance | $ 64,328 | $ 64,328 | ||
SAFE&CEC S.r.l. | ||||
Goodwill [Roll Forward] | ||||
Goodwill reduced during the year | $ (3,578) |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Alternative Fuels Tax Credit (Details) $ in Thousands | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)$ / gallon | Dec. 31, 2016USD ($)$ / gallon | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Federal fuel tax credit - CNG (in dollars per gasoline gallon equivalent) | 0.5 | |||
Federal fuel tax credit - LNG (in dollars per liquid gallon) | 0.50 | 0.5 | ||
VETC credits recognized as revenue | $ | $ 25,248 | $ 1,481 | $ 0 | $ 26,638 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Advertising Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | |||
Advertising expense | $ 885 | $ 311 | $ 15 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Stock-Based Compensation (Details) $ in Thousands | Jan. 01, 2017USD ($) |
Accounting Standards Update 2016-09 | Accumulated Deficit | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Cumulative effect of new accounting principle in period of adoption | $ 194 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Income Taxes (Details) $ in Thousands | Jan. 01, 2017USD ($) |
Accumulated Deficit | Accounting Standards Update 2016-16 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Cumulative effect of new accounting principle in period of adoption | $ 303 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Net Loss Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stock options | |||
Net Loss Per Share | |||
Anti-dilutive securities (in shares) | 8,699,677 | 8,613,854 | 11,467,796 |
Convertibles notes | |||
Net Loss Per Share | |||
Anti-dilutive securities (in shares) | 3,164,557 | 14,991,521 | 16,573,799 |
Restricted stock units | |||
Net Loss Per Share | |||
Anti-dilutive securities (in shares) | 2,279,601 | 1,832,575 | 2,072,304 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Foreign Currency Translation and Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accounting Policies [Abstract] | |||
Foreign exchange transactions gains (losses) included in other income (expense) | $ (18) | $ (246) | $ 132 |
Summary of Significant Accou_15
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Amount in excess of FDIC insurance limits | $ 28,524 | $ 34,709 |
Summary of Significant Accou_16
Summary of Significant Accounting Policies - Recently Adopted Accounting Changes and Recently Issued Accounting Standards (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | Jan. 01, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Notes receivable and other long-term assets, net | $ 21,397 | $ 17,470 | $ 20,434 | |
Deferred revenue | 3,432 | 7,361 | 3,762 | |
Accumulated deficit | (683,570) | (688,653) | (684,863) | |
Calculated under Revenue Guidance in Effect before Topic 606 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Notes receivable and other long-term assets, net | 21,397 | 18,359 | ||
Deferred revenue | 3,432 | 6,346 | ||
Accumulated deficit | (683,570) | (686,749) | ||
Accounting Standards Update 2016-18 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Increase (decrease) in net cash flows | $ (5,869) | $ 2,756 | ||
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Notes receivable and other long-term assets, net | (889) | (963) | ||
Deferred revenue | 1,015 | 330 | ||
Accumulated deficit | $ (1,904) | $ (1,293) |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 346,419 | $ 341,599 | $ 402,656 | |
Receivables, net | 68,865 | 63,961 | $ 63,961 | |
Contract Assets - Current | 656 | 1,603 | ||
Contract Assets - Noncurrent | 3,825 | 4,083 | ||
Contract Assets - Total | 4,481 | 5,686 | ||
Contract Liabilities - Current | 5,513 | 1,991 | ||
Contract Liabilities - Noncurrent | 9,844 | 13,413 | ||
Contract Liabilities - Total | 15,357 | $ 15,404 | ||
Volume -Related | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 286,684 | 264,880 | 283,814 | |
Station construction sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 25,501 | 51,854 | 64,942 | |
AFTC | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 26,729 | 0 | 26,638 | |
Compressor sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 0 | 23,527 | 27,262 | |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 7,505 | $ 1,338 | $ 0 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 2 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 | |
Disaggregation of Revenue [Line Items] | ||||||
Gain on change in fair value | $ 9,788 | $ 46 | $ 22 | |||
Revenue, remaining performance obligation, amount | $ 10,493 | 10,493 | ||||
Capitalized contract cost, gross | 9,066 | 9,066 | ||||
Capitalized contract cost, accumulated depreciation | 4,851 | 4,851 | ||||
Capitalized contract cost, amortization | 2,030 | |||||
Deferred revenue | 5,513 | 5,513 | $ 1,991 | |||
Contract with customer, liability, revenue recognized | $ 2,721 | |||||
Deferred Revenue | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Deferred revenue | 2,006 | 2,006 | 1,092 | |||
Contract with customer, liability, advance payments, current | 3,507 | $ 3,507 | $ 899 | |||
Not Designated as Hedging Instrument | Commodity swap contracts | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Gain on change in fair value | $ 10,332 |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-04-01 | Dec. 31, 2018 |
Minimum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Maximum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 2 years |
Asset Impairments, Other Char_3
Asset Impairments, Other Charges, and Inventory Valuation Provision - Summary of Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | ||||
Workforce reduction and related charges | $ 3,057 | |||
CEC asset impairments | 32,274 | |||
Station closures and related charges | 25,557 | |||
LCFS Credits charge | $ (7,046) | 7,046 | ||
Total asset impairments and other charges | $ 0 | 67,934 | $ 0 | |
Inventory valuation provision | $ 0 | 13,158 | $ 0 | |
Total charges | $ 81,092 |
Asset Impairments, Other Char_4
Asset Impairments, Other Charges, and Inventory Valuation Provision (Details) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($)station | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 6,840,000 | ||||
Long-lived intangible impairment | $ 32,274,000 | 32,274,000 | $ 0 | ||
Impaired long-lived assets | $ 465,618,000 | $ 443,182,000 | 465,618,000 | 619,116,000 | |
Asset impairments and other charges | 0 | 67,934,000 | 0 | ||
Inventory valuation provision | 0 | 13,158,000 | $ 0 | ||
Customer obligation, LCFS credits, cash payment to settle | 7,046,000 | (7,046,000) | |||
Discontinued Operations, Held-for-sale or Disposed of by Sale | Station Closures | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Inventory held-for-sale | $ 27,198,000 | 27,198,000 | |||
Employee Severance | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 2,757,000 | ||||
Stock-based compensation expense | 300,000 | ||||
Facility Closing | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Long-lived intangible impairment | $ 20,384,000 | ||||
Other restructuring charges | $ 5,173,000 | ||||
Inventory valuation provision | 7,804,000 | ||||
Facility Closing | Natural Gas Fueling Stations | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Number of natural gas fueling stations, intended closures | station | 42 | ||||
Facility Closing | Natural Gas Fueling Stations | Fair Value, Measurements, Nonrecurring | Level 3 | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Impaired long-lived assets | $ 23,270,000 | ||||
Impaired long-lived assets, fair value | $ 2,886,000 | ||||
Asset impairments and other charges | 20,384,000 | ||||
Strategic shift in operations | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Inventory valuation provision | $ 5,354,000 |
Asset Impairments, Other Char_5
Asset Impairments, Other Charges, and Inventory Valuation Provision - Cash Charges (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | ||
Charges | $ 6,840 | |
Restructuring Reserve [Roll Forward] | ||
Balance as of December 31, 2017 | $ 4,013 | |
Cash Payments Made | (1,810) | (2,827) |
Balance as of December 31, 2018 | 2,203 | 4,013 |
Employee severance | ||
Restructuring Cost and Reserve [Line Items] | ||
Charges | 2,757 | |
Restructuring Reserve [Roll Forward] | ||
Balance as of December 31, 2017 | 0 | |
Cash Payments Made | 0 | (2,757) |
Balance as of December 31, 2018 | 0 | 0 |
Lease termination fees and AROs for station closures | ||
Restructuring Cost and Reserve [Line Items] | ||
Charges | 4,083 | |
Restructuring Reserve [Roll Forward] | ||
Balance as of December 31, 2017 | 4,013 | |
Cash Payments Made | (1,810) | (70) |
Balance as of December 31, 2018 | $ 2,203 | $ 4,013 |
Divestitures - BP Transaction (
Divestitures - BP Transaction (Details) | Mar. 01, 2019USD ($) | Jun. 22, 2017USD ($) | Mar. 31, 2017USD ($) | Feb. 27, 2017USD ($)facility | Feb. 28, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2018USD ($) |
Acquisitions and Divestitures | ||||||||||
Asset purchase agreement, gain from sale of certain assets of subsidiary | $ 4,782,000 | $ 70,658,000 | $ 0 | |||||||
Goodwill | $ 64,328,000 | 64,328,000 | 64,328,000 | $ 93,018,000 | $ 64,328,000 | |||||
BP Products North America, Inc. | ||||||||||
Acquisitions and Divestitures | ||||||||||
Production facilities to be developed | facility | 2 | |||||||||
Asset purchase agreement, amount | $ 155,511,000 | |||||||||
Extinguishment of debt, amount | 8,820,000 | |||||||||
Asset purchase agreement, cash paid | 30,000,000 | $ 871,000 | 1,007,000 | |||||||
Asset purchase agreement, debt instrument, face amount | 123,487,000 | |||||||||
Asset purchase agreement, post-closing adjustments, payment | $ 2,010,000 | |||||||||
Asset purchase agreement, gain from sale of certain assets of subsidiary | 70,658,000 | $ 762,000 | ||||||||
Goodwill | 26,576,000 | 26,576,000 | ||||||||
Asset purchase agreement, contingent consideration (up to) | $ 25,000,000 | $ 4,782,000 | $ 772,000 | |||||||
Asset purchase agreement, contingent consideration, term | 5 years | |||||||||
Asset purchase agreement, payment of transaction costs | $ 3,695,000 | $ 65,000 | $ 8,605,000 | |||||||
Asset purchase agreement, shares issued (in shares) | shares | 15,877 | 770,269 | ||||||||
Asset purchase agreement, shares issued, value | $ 34,000 | $ 1,964,000 | ||||||||
Proceeds from sale of other assets | $ 142,190,000 | |||||||||
Subsequent Event | BP Products North America, Inc. | ||||||||||
Acquisitions and Divestitures | ||||||||||
Asset purchase agreement, cash paid | $ 5,390,000 |
Divestitures - SAFE&CEC S.r.l.
Divestitures - SAFE&CEC S.r.l. (Details) - USD ($) $ in Thousands | Dec. 29, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Acquisitions and Divestitures | |||||
Gain from sale of certain assets of subsidiary | $ 4,782 | $ 70,658 | $ 0 | ||
Working capital adjustments, funding for certain post-closing commitments, and transaction fees | 14,381 | 13,783 | |||
Goodwill reduced during the year | $ 26,576 | 30,154 | |||
Loss before income taxes | 8,842 | 83,305 | 12,385 | ||
Accrued liabilities | 48,469 | 42,268 | |||
Loss from equity method investments | 2,723 | 131 | 22 | ||
CEC | |||||
Acquisitions and Divestitures | |||||
Loss before income taxes | 45,126 | $ 15,601 | |||
SAFE&CEC S.r.l. | |||||
Acquisitions and Divestitures | |||||
Ownership interest | 49.00% | ||||
Gain from sale of certain assets of subsidiary | 6,465 | ||||
Working capital adjustments, funding for certain post-closing commitments, and transaction fees | 3,289 | 3,986 | |||
Goodwill reduced during the year | $ 3,578 | ||||
Accrued liabilities | 1,163 | ||||
Loss from equity method investments | 2,919 | ||||
Investment balance | $ 23,372 | $ 27,883 | |||
SAFE&CEC S.r.l. | Landi Renzo S.p.A. | |||||
Acquisitions and Divestitures | |||||
Ownership interest | 51.00% |
Investments in Other Entities_3
Investments in Other Entities and Noncontrolling Interest in a Subsidiary - Summarized Financial Information (Details) - SAFE&CEC S.r.l. - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 29, 2017 | |
Schedule of Equity Method Investments [Line Items] | ||
Ownership interest | 49.00% | |
Equity Method Investment, Summarized Financial Information [Abstract] | ||
Revenue | $ 68,373 | |
Gross profit | 20,124 | |
Operating loss | (4,881) | |
Net loss | (5,449) | |
Current assets | 42,568 | |
Non-current assets | 48,629 | |
Total assets | 91,197 | |
Current liabilities | 36,177 | |
Non-current liabilities | 6,955 | |
Total liabilities | $ 43,132 |
Investments in Other Entities_4
Investments in Other Entities and Noncontrolling Interest in a Subsidiary (Details) - USD ($) | Dec. 01, 2018 | Nov. 16, 2018 | Oct. 01, 2018 | Feb. 28, 2018 | Jul. 14, 2017 | Dec. 01, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2018 | Oct. 14, 2014 | Sep. 16, 2014 |
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Loss from equity method investments | $ 2,723,000 | $ 131,000 | $ 22,000 | |||||||||
Capital from equity method investment | 0 | 0 | 3,031,000 | |||||||||
Increase in ownership in subsidiary | 0 | |||||||||||
Loss attributable to noncontrolling interest | $ 5,393,000 | 2,154,000 | 1,571,000 | |||||||||
RNG Ventures | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Percentage of right to purchase products for vehicle fuels market | 100.00% | |||||||||||
Mansfield Clean Energy Partners LL | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Ownership interest | 50.00% | |||||||||||
Loss from equity method investments | $ 196,000 | (131,000) | (22,000) | |||||||||
Capital from equity method investment | 3,031,000 | |||||||||||
Investment balance | 1,708,000 | 1,512,000 | ||||||||||
NG Advantage | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Contingent consideration, term | 30 days | |||||||||||
Loss attributable to noncontrolling interest | 5,393,000 | 2,154,000 | $ 1,571,000 | |||||||||
Noncontrolling interest | $ 17,011,000 | $ 22,668,000 | ||||||||||
NG Advantage | Common unit purchase agreement | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Contingent consideration, liability | $ 30,000,000 | |||||||||||
Purchase of interest by parent, shares purchased (in shares) | 1,000,001 | 19,660 | ||||||||||
Payments to acquire additional interest in subsidiaries | $ 5,000,000 | |||||||||||
Issuance of equity by subsidiary to parent, shares issued (in shares) | 100,000 | 100,000 | 200,000 | |||||||||
NG Advantage | Common unit purchase agreement | NG Advantage | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Noncontrolling interest, ownership percentage by parent | 61.70% | 53.50% | 63.00% | 53.50% | ||||||||
NG Advantage | Preferred Stock | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Increase in ownership in subsidiary | $ 7,500,000 | |||||||||||
NG Advantage | Common unit purchase agreement | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Ownership interest acquired | 53.30% |
Cash, Cash Equivalents and Re_3
Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Restricted Cash | ||||
Cash and cash equivalents | $ 29,844 | $ 36,081 | ||
Total cash, cash equivalents and current portion of restricted cash | 30,624 | 37,208 | ||
Long-term portion of restricted cash | 4,000 | 0 | ||
Total cash, cash equivalents and restricted cash | 34,624 | 37,208 | $ 43,115 | $ 47,964 |
Amount in excess of FDIC insurance limits | 28,524 | 34,709 | ||
Held in Escrow | ||||
Restricted Cash | ||||
Restricted cash | 750 | 0 | ||
Standby letters of credit | ||||
Restricted Cash | ||||
Restricted cash | 30 | 1,127 | ||
Long-term portion of restricted cash | $ 4,000 | $ 0 |
Short-Term Investments (Details
Short-Term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 65,715 | $ 141,584 |
Gross Unrealized Losses | (69) | (122) |
Estimated Fair Value | 65,646 | 141,462 |
Municipal bonds and notes | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 9,210 | 21,414 |
Gross Unrealized Losses | (19) | (49) |
Estimated Fair Value | 9,191 | 21,365 |
Zero coupon bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 29,823 | 54,159 |
Gross Unrealized Losses | (28) | (33) |
Estimated Fair Value | 29,795 | 54,126 |
Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 26,175 | 55,109 |
Gross Unrealized Losses | (22) | (40) |
Estimated Fair Value | 26,153 | 55,069 |
Certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 507 | 10,902 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | $ 507 | $ 10,902 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities (Details) - Not Designated as Hedging Instrument - Commodity swap contracts | Dec. 31, 2018$ / galgal | Oct. 31, 2018contractgal |
Derivative [Line Items] | ||
Derivative asset, number of instruments held | contract | 2 | |
Volumes (Diesel Gallons) | gal | 25,000,000 | 5,000,000 |
Weighted -average price per diesel gallon (in usd per gallon) | $ / gal | 3.18 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Summary of Commodity Derivative Activity (Details) - Not Designated as Hedging Instrument - Commodity swap contracts $ in Thousands | Dec. 31, 2018USD ($) |
Derivative [Line Items] | |
Gross Amounts Recognized | $ 10,332 |
Gross Amounts Offset | 0 |
Net Amount Presented | 10,332 |
Current portion of derivative assets, related party | |
Derivative [Line Items] | |
Gross Amounts Recognized | 1,508 |
Gross Amounts Offset | 0 |
Net Amount Presented | 1,508 |
Long-term portion of derivative assets, related party | |
Derivative [Line Items] | |
Gross Amounts Recognized | 8,824 |
Gross Amounts Offset | 0 |
Net Amount Presented | $ 8,824 |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Schedule of Weighted-Average Price of Open Commodity Wwap Contracts (Details) - Not Designated as Hedging Instrument | Dec. 31, 2018$ / galgal |
Commodity Swap 2019 | |
Derivative [Line Items] | |
Volumes (Diesel Gallons) | gal | 3,125,000 |
Weighted -Average Price per Diesel Gallon (in usd per gallon) | $ / gal | 3.18 |
Commodity Swap 2020 | |
Derivative [Line Items] | |
Volumes (Diesel Gallons) | gal | 5,000,000 |
Weighted -Average Price per Diesel Gallon (in usd per gallon) | $ / gal | 3.18 |
Commodity Swap 2021 | |
Derivative [Line Items] | |
Volumes (Diesel Gallons) | gal | 5,000,000 |
Weighted -Average Price per Diesel Gallon (in usd per gallon) | $ / gal | 3.18 |
Commodity Swap 2022 | |
Derivative [Line Items] | |
Volumes (Diesel Gallons) | gal | 5,000,000 |
Weighted -Average Price per Diesel Gallon (in usd per gallon) | $ / gal | 3.18 |
Commodity Swap 2023 | |
Derivative [Line Items] | |
Volumes (Diesel Gallons) | gal | 5,000,000 |
Weighted -Average Price per Diesel Gallon (in usd per gallon) | $ / gal | 3.18 |
Commodity Swap 2024 | |
Derivative [Line Items] | |
Volumes (Diesel Gallons) | gal | 1,875,000 |
Weighted -Average Price per Diesel Gallon (in usd per gallon) | $ / gal | 3.18 |
Fair Value Measurements - Commo
Fair Value Measurements - Commodity Swap Contracts (Details) - Commodity swap contracts - Not Designated as Hedging Instrument - Valuation Technique, Discounted Cash Flow - Level 3 | Dec. 31, 2018member |
Minimum | ULSD Gulf Coast Forward Curve | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative asset, measurement input | 1.71 |
Minimum | Historical Differential to PADD 3 Diesel | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative asset, measurement input | 1.76 |
Minimum | Historical Differential to PADD 5 Diesel | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative asset, measurement input | 1.22 |
Maximum | ULSD Gulf Coast Forward Curve | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative asset, measurement input | 1.79 |
Maximum | Historical Differential to PADD 3 Diesel | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative asset, measurement input | 1.16 |
Maximum | Historical Differential to PADD 5 Diesel | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative asset, measurement input | 2.12 |
Weighted Average | ULSD Gulf Coast Forward Curve | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative asset, measurement input | 1.75 |
Weighted Average | Historical Differential to PADD 3 Diesel | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative asset, measurement input | 0.89 |
Weighted Average | Historical Differential to PADD 5 Diesel | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative asset, measurement input | 1.55 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Assets: | ||
Available-for-sale securities | $ 65,646 | $ 141,462 |
Short-term investments | 65,646 | 141,462 |
Municipal bonds and notes | ||
Assets: | ||
Available-for-sale securities | 9,191 | 21,365 |
Zero coupon bonds | ||
Assets: | ||
Available-for-sale securities | 29,795 | 54,126 |
Corporate bonds | ||
Assets: | ||
Available-for-sale securities | 26,153 | 55,069 |
Certificates of deposit | ||
Assets: | ||
Available-for-sale securities | 507 | 10,902 |
Fair value measured on recurring basis | Municipal bonds and notes | ||
Assets: | ||
Available-for-sale securities | 9,191 | 21,365 |
Fair value measured on recurring basis | Zero coupon bonds | ||
Assets: | ||
Available-for-sale securities | 29,795 | 54,126 |
Fair value measured on recurring basis | Corporate bonds | ||
Assets: | ||
Available-for-sale securities | 26,153 | 55,069 |
Fair value measured on recurring basis | Certificates of deposit | ||
Assets: | ||
Short-term investments | 507 | 10,902 |
Fair value measured on recurring basis | Commodity swap contracts | ||
Assets: | ||
Derivative | 10,332 | |
Fair value measured on recurring basis | Warrants | ||
Liabilities: | ||
Warrants | 1,079 | 536 |
Fair value measured on recurring basis | Level 1 | Municipal bonds and notes | ||
Assets: | ||
Available-for-sale securities | 0 | 0 |
Fair value measured on recurring basis | Level 1 | Zero coupon bonds | ||
Assets: | ||
Available-for-sale securities | 0 | 0 |
Fair value measured on recurring basis | Level 1 | Corporate bonds | ||
Assets: | ||
Available-for-sale securities | 0 | 0 |
Fair value measured on recurring basis | Level 1 | Certificates of deposit | ||
Assets: | ||
Short-term investments | 0 | 0 |
Fair value measured on recurring basis | Level 1 | Commodity swap contracts | ||
Assets: | ||
Derivative | 0 | |
Fair value measured on recurring basis | Level 1 | Warrants | ||
Liabilities: | ||
Warrants | 0 | 0 |
Fair value measured on recurring basis | Level 2 | Municipal bonds and notes | ||
Assets: | ||
Available-for-sale securities | 9,191 | 21,365 |
Fair value measured on recurring basis | Level 2 | Zero coupon bonds | ||
Assets: | ||
Available-for-sale securities | 29,795 | 54,126 |
Fair value measured on recurring basis | Level 2 | Corporate bonds | ||
Assets: | ||
Available-for-sale securities | 26,153 | 55,069 |
Fair value measured on recurring basis | Level 2 | Certificates of deposit | ||
Assets: | ||
Short-term investments | 507 | 10,902 |
Fair value measured on recurring basis | Level 2 | Commodity swap contracts | ||
Assets: | ||
Derivative | 0 | |
Fair value measured on recurring basis | Level 2 | Warrants | ||
Liabilities: | ||
Warrants | 0 | 0 |
Fair value measured on recurring basis | Level 3 | Municipal bonds and notes | ||
Assets: | ||
Available-for-sale securities | 0 | 0 |
Fair value measured on recurring basis | Level 3 | Zero coupon bonds | ||
Assets: | ||
Available-for-sale securities | 0 | 0 |
Fair value measured on recurring basis | Level 3 | Corporate bonds | ||
Assets: | ||
Available-for-sale securities | 0 | 0 |
Fair value measured on recurring basis | Level 3 | Certificates of deposit | ||
Assets: | ||
Short-term investments | 0 | 0 |
Fair value measured on recurring basis | Level 3 | Commodity swap contracts | ||
Assets: | ||
Derivative | 10,332 | |
Fair value measured on recurring basis | Level 3 | Warrants | ||
Liabilities: | ||
Warrants | $ 1,079 | $ 536 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Recognition - Assets (Details) - Commodity Swap Contracts - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of the beginning and ending balances of assets measured at fair value using significant unobservable inputs (Level 3) | ||
Beginning balance | $ 0 | $ 0 |
Gain (loss) included in earnings | 10,332 | 0 |
Ending balance | $ 10,332 | $ 0 |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value Recognition - Liabilities (Details) - Warrants - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of the beginning and ending balances of liabilities measured at fair value using significant unobservable inputs (Level 3) | ||
Beginning Balance | $ 536 | $ 581 |
Gain (loss) included in earnings | 543 | (45) |
Ending Balance | $ 1,079 | $ 536 |
Fair Value Measurements - Ass_2
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value Measurements | |||
Impairment of long-lived assets held and used | $ 0 | $ 58,061 | $ 0 |
Fair Value, Measurements, Nonrecurring | |||
Fair Value Measurements | |||
Assets held and used, long lived, at carrying value before write-down | 59,367 | ||
Assets held and used, long lived, at fair value after write-down | 6,709 | ||
Impairment of long-lived assets held and used | $ 52,658 |
Other Receivables (Details)
Other Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Other Receivables | ||
Other receivables | $ 15,544 | $ 19,235 |
Loans to customers to finance vehicle purchases | ||
Other Receivables | ||
Other receivables | 276 | 4,746 |
Accrued customer billings | ||
Other Receivables | ||
Other receivables | 6,261 | 10,072 |
Fuel tax credits | ||
Other Receivables | ||
Other receivables | 434 | 177 |
Other | ||
Other Receivables | ||
Other receivables | $ 8,573 | $ 4,240 |
Land, Property and Equipment (D
Land, Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Land, Property and Equipment | |||
Land, property and equipment, gross | $ 664,087 | $ 635,706 | |
Less accumulated depreciation | (313,519) | (268,401) | |
Total land, property and equipment, net | 350,568 | 367,305 | |
Capitalized software costs, net | 29,344 | 26,003 | |
Accumulated amortization on the capitalized software costs | 22,472 | 18,737 | |
Amortization expense related to the capitalized software costs | 3,749 | 4,382 | $ 3,444 |
Amount included in accounts payable balances | 4,638 | 4,377 | |
Discontinued Operations, Held-for-sale or Disposed of by Sale | Station Closures | |||
Land, Property and Equipment | |||
Inventory, net, current | 19,394 | ||
Land | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | 3,681 | 2,858 | |
LNG liquefaction plants | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | 94,633 | 94,634 | |
Station equipment | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | 319,119 | 304,090 | |
Trailers | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | 75,901 | 70,906 | |
Other equipment | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | 97,268 | 88,313 | |
Construction in progress | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | $ 73,485 | $ 74,905 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accrued alternative fuels incentives | $ 6,923 | $ 2,954 |
Accrued employee benefits | 2,248 | 2,378 |
Accrued interest | 78 | 1,486 |
Accrued gas and equipment purchases | 12,833 | 8,722 |
Accrued property and other taxes | 3,397 | 4,582 |
Salaries and wages | 8,609 | 8,363 |
Other | 14,381 | 13,783 |
Total accrued liabilities | $ 48,469 | $ 42,268 |
Debt - Debt and Capital Lease O
Debt - Debt and Capital Lease Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Oct. 01, 2018 | Dec. 31, 2017 | Sep. 30, 2013 | Jul. 11, 2011 |
Long-term debt | |||||
Principal Balances | $ 84,397 | $ 260,931 | |||
Unamortized Debt Financing Costs | 213 | 844 | |||
Balance, Net of Financing Costs | 84,184 | 260,087 | |||
Principal Balances, amounts due within one year | (5,504) | (140,223) | |||
Unamortized Debt Financing Costs, amounts due within one year | (99) | (524) | |||
Balance, Net of Financing Costs, amounts due within one year | (5,405) | (139,699) | |||
Principal Balances, long-term | 78,893 | 120,708 | |||
Unamortized Debt Financing Costs, long-term | 114 | 320 | |||
Balance, Net of Financing Costs, long-term | 78,779 | 120,388 | |||
Summary of aggregate maturities of long-term debt | |||||
2019 | 5,504 | ||||
2020 | 55,257 | ||||
2021 | 4,849 | ||||
2022 | 4,642 | ||||
2023 | 2,499 | ||||
Thereafter | 4,646 | ||||
7.5% Notes | |||||
Long-term debt | |||||
Principal Balances | 50,000 | 125,000 | |||
Unamortized Debt Financing Costs | 58 | 131 | |||
Balance, Net of Financing Costs | $ 49,942 | 124,869 | |||
Interest rate | 7.50% | 7.50% | |||
Summary of aggregate maturities of long-term debt | |||||
2019 | $ 0 | ||||
2020 | 50,000 | ||||
2021 | 0 | ||||
2022 | 0 | ||||
2023 | 0 | ||||
Thereafter | 0 | ||||
5.25% Notes | |||||
Long-term debt | |||||
Principal Balances | 110,450 | ||||
Unamortized Debt Financing Costs | 454 | ||||
Balance, Net of Financing Costs | 109,996 | ||||
Interest rate | 5.25% | 5.25% | |||
NG Advantage debt | |||||
Long-term debt | |||||
Principal Balances | 13,702 | 17,185 | |||
Unamortized Debt Financing Costs | 155 | 259 | |||
Balance, Net of Financing Costs | 13,547 | 16,926 | |||
Summary of aggregate maturities of long-term debt | |||||
2019 | 3,242 | ||||
2020 | 3,413 | ||||
2021 | 3,055 | ||||
2022 | 2,665 | ||||
2023 | 1,254 | ||||
Thereafter | 73 | ||||
NG Advantage capital lease obligations | |||||
Long-term debt | |||||
Principal Balances | 12,007 | 6,252 | |||
Unamortized Debt Financing Costs | 0 | 0 | |||
Balance, Net of Financing Costs | 12,007 | 6,252 | |||
Summary of aggregate maturities of long-term debt | |||||
2019 | 1,706 | ||||
2020 | 1,408 | ||||
2021 | 1,417 | ||||
2022 | 1,751 | ||||
2023 | 1,150 | ||||
Thereafter | 4,573 | ||||
NG Advantage financing lease obligation | |||||
Long-term debt | |||||
Principal Balances | 7,000 | ||||
Unamortized Debt Financing Costs | 0 | ||||
Balance, Net of Financing Costs | 7,000 | ||||
Capital lease obligations | |||||
Long-term debt | |||||
Principal Balances | 664 | 802 | |||
Unamortized Debt Financing Costs | 0 | 0 | |||
Balance, Net of Financing Costs | 664 | 802 | |||
Summary of aggregate maturities of long-term debt | |||||
2019 | 325 | ||||
2020 | 196 | ||||
2021 | 130 | ||||
2022 | 11 | ||||
2023 | 0 | ||||
Thereafter | 0 | ||||
Other debt | |||||
Long-term debt | |||||
Principal Balances | 1,024 | 1,242 | |||
Unamortized Debt Financing Costs | 0 | 0 | |||
Balance, Net of Financing Costs | $ 1,024 | $ 1,242 | |||
Interest rate | 5.02% | ||||
Summary of aggregate maturities of long-term debt | |||||
2019 | $ 231 | ||||
2020 | 240 | ||||
2021 | 247 | ||||
2022 | 215 | ||||
2023 | 95 | ||||
Thereafter | $ 0 |
Debt - 7.5% Notes (Details)
Debt - 7.5% Notes (Details) - 7.5% Notes | Dec. 04, 2018USD ($) | Jun. 29, 2018USD ($) | Feb. 09, 2017USD ($) | Jun. 14, 2013USD ($)day$ / sharesshares | Jul. 11, 2011USD ($)note | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Nov. 17, 2017USD ($) | Feb. 21, 2017USD ($) | Aug. 27, 2013USD ($) |
Long-term debt | ||||||||||
Interest rate | 7.50% | 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 | |||||||||
Repurchased face amount during period | $ 50,000,000 | |||||||||
Repayments of convertible debt | $ 50,500,000 | |||||||||
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 | day | 30 | |||||||||
Period during which the debt instrument principal balance is required to be paid following its issuance | 7 years | |||||||||
Repayment in shares at maturity covenant, maximum number of shares (in shares) | shares | 13,993,630 | |||||||||
Green Energy Investment Holdings, LLC | ||||||||||
Long-term debt | ||||||||||
Principal amount transferred | $ 11,800,000 | $ 5,000,000 | ||||||||
Repurchased face amount during period | $ 25,000,000 | |||||||||
Repayments of debt | $ 505,000 | |||||||||
Aggregate principal amount | $ 32,906,000 | |||||||||
Green Energy Investment Holdings, LLC | Mr. Pickens | ||||||||||
Long-term debt | ||||||||||
Principal amount transferred | $ 40,000,000 | |||||||||
Repurchased face amount during period | $ 25,000,000 | |||||||||
Repayments of convertible debt | $ 21,750,000 | |||||||||
Gain (loss) on repurchase of debt instrument | $ 3,191,000 | |||||||||
Other Third Parties | ||||||||||
Long-term debt | ||||||||||
Aggregate principal amount | $ 17,094,000 |
Debt - SLG Notes (Details)
Debt - SLG Notes (Details) - SLG Notes - USD ($) | Jul. 14, 2016 | Feb. 29, 2016 | Dec. 31, 2017 | 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 | ||||
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) - 5.25% Notes - USD ($) | Oct. 01, 2018 | Sep. 30, 2013 | Dec. 31, 2016 |
Long-term debt | |||
Interest rate | 5.25% | 5.25% | |
Debt issuance amount | $ 250,000,000 | ||
Payment of certain debt issuance costs | 7,805,000 | ||
Amount of advance funded | $ 242,195,000 | ||
Repayments of convertible debt | $ 84,344,000 | ||
Repurchased face amount during period | $ 110,450,000 | $ 114,550,000 | |
Common stock issued upon conversion of debt (in shares) | 6,265,829 | ||
Converted instrument, amount | $ 25,000,000 | ||
Repayments of debt | $ 2,899,000 | ||
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, 2018 | Dec. 22, 2016 |
Long-term debt | |||
Line of credit limit (up to) | $ 50,000,000 | ||
Line of credit | $ 50,000,000 | $ 0 | $ 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 (Details)
Debt - Canton Bonds (Details) | Mar. 19, 2014USD ($) |
Canton Bonds | Canton Renewables | |
Long-term debt | |
Debt issuance amount | $ 12,400,000 |
Debt - NG Advantage Debt and Fi
Debt - NG Advantage Debt and Financing Lease Obligations (Details) | Dec. 20, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jan. 24, 2017USD ($)installment | Nov. 30, 2016USD ($)installment | May 12, 2016USD ($)installment |
Long-term debt | ||||||
Outstanding principal balance | $ 78,779,000 | $ 120,388,000 | ||||
Trailer and Equipment Debt | ||||||
Long-term debt | ||||||
Weighted average interest rate | 5.58% | 5.52% | ||||
Outstanding principal balance | $ 1,972,000 | $ 1,786,000 | ||||
Trailer and Equipment Debt | Maximum | ||||||
Long-term debt | ||||||
Interest rate | 6.01% | |||||
NG Advantage Financing Lease Obligation | ||||||
Long-term debt | ||||||
Sale leaseback transaction, purchase price | $ 7,000,000 | |||||
Sale leaseback transaction, term | 5 years | |||||
Sale leaseback transaction, monthly rental payments | $ 70,000 | |||||
Sale leaseback transaction, rent expense | 4,730,000 | |||||
Sale leaseback transaction, rent expense, repayment of promissory note | $ 2,000,000 | |||||
Commerce Bank & Trust Company | 4.41% Term Loan | Loan And Security Agreement | ||||||
Long-term debt | ||||||
Debt issuance amount | $ 6,300,000 | |||||
Number of monthly installments | installment | 84 | |||||
Interest rate | 4.41% | |||||
Commerce Bank & Trust Company | 5.0% Term Loan | Loan And Security Agreement | ||||||
Long-term debt | ||||||
Debt issuance amount | $ 6,150,000 | |||||
Number of monthly installments | installment | 84 | |||||
Interest rate | 5.00% | |||||
Wintrust Commercial Finance | 5.17% Term Loan | Loan And Security Agreement | ||||||
Long-term debt | ||||||
Debt issuance amount | $ 4,695,000 | |||||
Number of monthly installments | installment | 72 | |||||
Interest rate | 5.17% |
Debt - Other Debt (Details)
Debt - Other Debt (Details) - Other debt | Dec. 31, 2018 | Dec. 31, 2017 |
Long-term debt | ||
Interest rate | 5.02% | |
Weighted average interest rate | 4.78% | 4.79% |
Stockholders' Equity - Authoriz
Stockholders' Equity - Authorized Shares (Details) | Dec. 31, 2018class$ / sharesshares | Dec. 31, 2017$ / 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) | 305,000,000 | |
Common stock, authorized (in shares) | 304,000,000 | 224,000,000 |
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 |
Stockholders' Equity - Voting R
Stockholders' Equity - Voting Rights (Details) | Dec. 31, 2018vote |
Equity [Abstract] | |
Number of votes per share held by holders of common stock | 1 |
Stockholders' Equity - Issuance
Stockholders' Equity - Issuance of Common Stock and Warrants (Details) - USD ($) | Jun. 13, 2018 | May 09, 2018 | Nov. 30, 2008 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | May 31, 2017 |
Private Placement | |||||||
ATM Program Activity | |||||||
Fees and issuance costs | $ 1,909,000 | ||||||
Number of shares issued in transaction (in shares) | 50,856,296 | ||||||
Share price (in dollars per share) | $ 1.64 | ||||||
Percentage of ownership after transaction | 25.00% | ||||||
Consideration received | $ 83,404,000 | ||||||
Private Placement | Purchase Percentage Covenant, Threshold | |||||||
ATM Program Activity | |||||||
Percentage of ownership after transaction | 5.00% | ||||||
Private Placement | Purchase Percentage Covenant, Maximum | |||||||
ATM Program Activity | |||||||
Percentage of ownership after transaction | 30.00% | ||||||
Sales Agreement | Citigroup | |||||||
Stockholders' equity | |||||||
Common stock, amount authorized (up to) | $ 200,000 | ||||||
ATM Program Activity | |||||||
Gross proceeds | $ 10,767,000 | $ 103,591,000 | |||||
Fees and issuance costs | 311,000 | 2,612,000 | |||||
Net proceeds | $ 10,456,000 | $ 100,979,000 | |||||
Shares issued (in shares) | 3,802,500 | 31,064,434 | |||||
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 | ||||||
Period from which warrants are exercisable | 6 months | ||||||
Warrant expiration term | 7 years | ||||||
Exercise price of the warrant (in dollars per share) | $ 12.54 | ||||||
NG Advantage Warrants | NG Advantage | |||||||
ATM Program Activity | |||||||
Fair value of warrants outstanding | $ 1,079,000 | $ 536,000 | |||||
Gain (loss) from the change in fair value | $ (543,000) | $ 45,000 | $ (21,000) | ||||
NG Advantage Warrants | Common stock | NG Advantage | |||||||
Stockholders' equity | |||||||
Number of shares that can be purchased upon exercise of warrants (in shares) | 261,287 |
Stockholders' Equity - Stock-Ba
Stockholders' Equity - Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stock-based compensation | |||
Stock-based compensation expense, net of $0 tax in 2016, 2017 and 2018 | $ 5,307 | $ 8,423 | $ 8,092 |
Stock-based compensation expense, tax | $ 0 | $ 0 | $ 0 |
Weighted-average assumption used for grants | |||
Expected volatility | 63.61% | ||
Risk-free interest rate | 2.05% | ||
Stock options | |||
Stock-based compensation | |||
Vesting period | 3 years | ||
Contractual term | 10 years | ||
2006 Plan | Stock options | |||
Stock-based compensation | |||
Number of shares available for future grant | 2,391,937 | ||
Number of Shares | |||
Outstanding at the beginning of the period (in shares) | 8,613,854 | 11,467,796 | 11,487,938 |
Granted (in shares) | 1,864,060 | 1,139,500 | 284,750 |
Exercised (in shares) | (10,200) | 0 | 0 |
Forfeited or expired (in shares) | (1,768,037) | (3,993,442) | (304,892) |
Outstanding at the end of the period (in shares) | 8,699,677 | 8,613,854 | 11,467,796 |
Exercisable at the end of the period (in shares) | 6,587,882 | ||
Vested and expected to vest at the end of the period (in shares) | 8,699,677 | ||
Weighted Average Exercise Price | |||
Outstanding at the beginning of the period (in dollars per share) | $ 9.62 | $ 11.25 | $ 11.44 |
Granted (in dollars per share) | 1.37 | 2.83 | 3.63 |
Exercised (in dollars per share) | 2.83 | 0 | 0 |
Forfeited or expired (in dollars per share) | 8.65 | 12.34 | 11.30 |
Outstanding at the end of the period (in dollars per share) | 8.06 | $ 9.62 | $ 11.25 |
Exercisable at the end of the period (in dollars per share) | 10.05 | ||
Vested and expected to vest at the end of the period (in dollars per share) | $ 8.06 | ||
Additional option disclosures | |||
Outstanding at the end of the period, weighted average remaining contractual term | 5 years 1 month 13 days | ||
Exercisable at the end of the period, weighted average remaining contractual term | 3 years 11 months 12 days | ||
Vested and expected to vest at the end of the period, weighted average remaining contractual term | 5 years 1 month 13 days | ||
Outstanding at the end of the period, aggregate intrinsic value | $ 619 | ||
Exercisable at the end of the period, aggregate intrinsic value | 120 | ||
Vested and expected to vest at the end of the period, aggregate intrinsic value | 619 | ||
Total unrecognized compensation cost related to non-vested shares | $ 1,461 | ||
Weighted average period over which the total unrecognized compensation cost related to non-vested shares is expected to be recognized | 1 year 9 months 7 days | ||
Total fair value of shares vested | $ 2,115 | ||
Weighted-average assumption used for grants | |||
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility, minimum | 70.20% | 61.10% | |
Expected volatility, maximum | 74.60% | 70.80% | |
Risk-free interest rate, minimum | 2.70% | 1.20% | |
Risk-free interest rate, maximum | 2.71% | 2.00% | |
Expected life | 6 years | 6 years | 6 years |
Stock-based compensation | |||
Weighted-average grant date fair values of options granted (in dollars per share) | $ 0.88 | $ 1.67 | $ 2.30 |
Stock-based compensation expense | $ 2,014 | $ 2,213 | $ 2,561 |
Employee Severance | |||
Stock-based compensation | |||
Stock-based compensation expense, net of $0 tax in 2016, 2017 and 2018 | $ 300 | ||
Stock-based compensation | |||
Stock-based compensation expense | $ 300 | ||
Vesting over the first year | Stock options | |||
Stock-based compensation | |||
Vesting percentage | 34.00% | ||
Vesting over the second year | Stock options | |||
Stock-based compensation | |||
Vesting percentage | 33.00% | ||
Vesting over the third year | Stock options | |||
Stock-based compensation | |||
Vesting percentage | 33.00% |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | 72 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2014 | Dec. 31, 2012 | Dec. 31, 2017 | |
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) | 2,034,500 | |||||
Number of Shares | ||||||
Outstanding at the beginning of the period (in shares) | 334,500 | 429,000 | 1,769,000 | |||
Granted (in shares) | 0 | 0 | 0 | |||
Vested (in shares) | 0 | 0 | 0 | |||
Forfeited or expired (in shares) | (334,500) | (94,500) | (1,340,000) | |||
Outstanding at the end of the period (in shares) | 0 | 334,500 | 429,000 | 334,500 | ||
Expected to vest at the end of the period (in shares) | 0 | |||||
Weighted Average Fair Value at Grant Date | ||||||
Outstanding at the beginning of the period (in dollars per share) | $ 8.26 | $ 8.26 | $ 10.67 | |||
Granted (in dollars per share) | 0 | 0 | 0 | |||
Vested (in dollars per share) | 0 | 0 | 0 | |||
Forfeited or expired (in dollars per share) | 8.26 | 8.26 | 11.44 | |||
Outstanding at the end of the period (in dollars per share) | 0 | $ 8.26 | $ 8.26 | $ 8.26 | ||
Expected to vest at the end of the period (in dollars per share) | $ 0 | |||||
Outstanding at the end of the period, weighted average remaining contractual term | 0 days | |||||
Expected to vest at the end of the period, weighted average remaining contractual term | 0 days | |||||
Stock-based compensation expense | $ 0 | $ 0 | $ 169 | |||
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) | 1,498,075 | 1,643,304 | 1,650,776 | |||
Granted (in shares) | 1,907,800 | 2,835,331 | 850,125 | |||
Vested (in shares) | (972,232) | (2,840,584) | (726,687) | |||
Forfeited or expired (in shares) | (154,042) | (139,976) | (130,910) | |||
Outstanding at the end of the period (in shares) | 2,279,601 | 1,498,075 | 1,643,304 | 1,498,075 | ||
Expected to vest at the end of the period (in shares) | 2,279,601 | |||||
Weighted Average Fair Value at Grant Date | ||||||
Outstanding at the beginning of the period (in dollars per share) | $ 3.41 | $ 4.56 | $ 5.50 | |||
Granted (in dollars per share) | 1.36 | 1.36 | 3.63 | |||
Vested (in dollars per share) | 3.13 | 1.97 | 5.53 | |||
Forfeited or expired (in dollars per share) | 2.27 | 4.69 | 4.91 | |||
Outstanding at the end of the period (in dollars per share) | 1.88 | $ 3.41 | $ 4.56 | $ 3.41 | ||
Expected to vest at the end of the period (in dollars per share) | $ 1.88 | |||||
Outstanding at the end of the period, weighted average remaining contractual term | 11 months 5 days | |||||
Expected to vest at the end of the period, weighted average remaining contractual term | 11 months 5 days | |||||
Total unrecognized compensation cost related to non-vested shares | $ 2,436 | |||||
Weighted average period over which the total unrecognized compensation cost related to non-vested shares is expected to be recognized | 11 months 5 days | |||||
Stock-based compensation expense | $ 2,976 | $ 5,901 | $ 4,395 | |||
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, 2013periodshares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2018shares |
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 | ||||
Stock-based compensation expense | $ | $ 34 | $ 41 | $ 51 | ||
Shares sold pursuant to the ESPP (in shares) | 413,778 |
Stockholders' Equity - Non-Qual
Stockholders' Equity - Non-Qualified Non-Public Subsidiary Unit Options (Details) - CERF Plan - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2013 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Shares | ||||
Outstanding at the beginning of the period (in shares) | 0 | 108,000 | 108,000 | |
Granted (in shares) | 0 | 0 | ||
Exercised (in shares) | 0 | 0 | ||
Forfeited or expired (in shares) | (108,000) | 0 | ||
Outstanding at the end of the period (in shares) | 0 | 108,000 | ||
Weighted Average Exercise Price | ||||
Outstanding at the beginning of the period (in dollars per share) | $ 0 | $ 40.80 | $ 40.80 | |
Granted (in dollars per share) | 0 | 0 | ||
Exercised (in dollars per share) | 0 | 0 | ||
Forfeited or expired (in dollars per share) | 40.80 | 0 | ||
Outstanding at the end of the period (in dollars per share) | $ 0 | $ 40.80 | ||
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 (in shares) | 150,000 | |||
Weighted Average Exercise Price | ||||
Stock-based compensation expense | $ 0 | $ 0 | $ 803 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Components of loss before income taxes | |||
U.S. | $ (9,153) | $ (44,535) | $ 7,150 |
Foreign | 311 | (38,770) | (19,535) |
Total loss before income taxes | (8,842) | (83,305) | (12,385) |
Current: | |||
Federal | 0 | 31 | (226) |
State | 341 | 231 | 93 |
Foreign | 0 | 224 | 567 |
Total current | 341 | 486 | 434 |
Deferred: | |||
Federal | 0 | (978) | 478 |
State | 0 | (184) | 75 |
Foreign | 0 | (1,238) | 352 |
Total deferred | 0 | (2,400) | 905 |
Income tax expense (benefit) | $ 341 | (1,914) | $ 1,339 |
Federal income tax benefit, utilization of operating loss carryforwards | 6,864 | ||
State and local income tax benefit, utilization of operating loss carryforwards | $ 1,506 | ||
Federal income tax rate | 21.00% | 35.00% | 35.00% |
Reconciliation of the income tax provision | |||
Computed expected tax (benefit) | $ (1,857) | $ (29,157) | $ (4,335) |
Nondeductible expenses | 5,674 | 13,420 | 5,971 |
Tax rate differential on foreign earnings | (56) | 11,860 | 720 |
Impact of federal income tax rate change | 0 | 59,729 | 0 |
Joint ventures | 947 | 0 | 0 |
Noncontrolling interest | 1,133 | 0 | 0 |
Tax credits | (6,603) | (27) | (9,331) |
Other | 985 | 2,376 | 833 |
Change in valuation allowance | 118 | (60,115) | 7,481 |
Income tax expense (benefit) | 341 | (1,914) | 1,339 |
Tax benefit related to exclusion of AFTC | 6,097 | 0 | $ 9,112 |
Deferred tax assets: | |||
Accrued expenses | 5,254 | 5,775 | |
Alternative minimum tax and general business credits | 6,801 | 6,291 | |
Stock option expense | 11,210 | 13,782 | |
Other | 1,998 | 881 | |
Loss carryforwards | 106,957 | 103,892 | |
Total deferred tax assets | 132,220 | 130,621 | |
Less valuation allowance | (120,801) | (120,834) | |
Net deferred tax assets | 11,419 | 9,787 | |
Deferred tax liabilities: | |||
Commodity swap contracts | (2,751) | 0 | |
Depreciation and amortization | (2,672) | (3,600) | |
Goodwill | (1,650) | (4,206) | |
Investments in joint ventures and partnerships | (4,346) | (1,981) | |
Total deferred tax liabilities | (11,419) | (9,787) | |
Net deferred tax liabilities | $ 0 | $ 0 |
Income Taxes - Tax Credit Carry
Income Taxes - Tax Credit Carryforwards (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Federal | |
Income Taxes | |
Operating loss carryforwards | $ 428,291 |
Federal | General | |
Income Taxes | |
Tax credit carryforwards | 6,594 |
State | |
Income Taxes | |
Operating loss carryforwards | 297,406 |
Foreign | |
Income Taxes | |
Operating loss carryforwards | $ 1,006 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Valuation allowance | |||
Deferred tax assets, valuation allowance | $ 120,801 | $ 120,834 | |
Net increase in valuation allowance | (33) | 75,134 | |
Reconciliation of the total amounts of unrecognized tax benefits | |||
Unrecognized tax benefit at the beginning of the period | 34,065 | 49,602 | |
Gross decreases—tax positions in prior years | (15,537) | ||
Gross increases—tax positions in current year | 2,178 | ||
Unrecognized tax benefit at the end of the period | 36,243 | 34,065 | $ 49,602 |
Additional information on income tax | |||
Accrued interest expense and penalties | 0 | 308 | |
Interest expense related to uncertain tax positions | $ 0 | $ 67 | $ 62 |
Commitments and Contingencies -
Commitments and Contingencies - Operating Lease Commitments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Fiscal year: | |||
2019 | $ 6,340 | ||
2020 | 4,332 | ||
2021 | 3,311 | ||
2022 | 2,409 | ||
2023 | 2,300 | ||
Thereafter | 13,214 | ||
Total future minimum lease payments | 31,906 | ||
Rent expense | $ 6,613 | $ 7,878 | $ 11,058 |
Commitments and Contingencies_2
Commitments and Contingencies - Long-Term Take-or-Pay Natural Gas Purchase Contracts (Details) - USD ($) $ in Thousands | Apr. 02, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Long-Term Take-or-pay Contracts | ||||
Termination payment | $ 3,234 | |||
LNG supply agreement | DGS | ||||
Long-Term Take-or-pay Contracts | ||||
Amount paid under the contract | $ 4,456 | $ 8,092 | $ 9,692 | |
CNG supply agreement | JTA | ||||
Fixed commitments under the contract payable in future | ||||
2019 | 429 | |||
2020 | $ 548 |
Commitments and Contingencies_3
Commitments and Contingencies - Long-Term Natural Gas Purchase Contracts (Details) - Long-Term Natural Gas Purchase Contracts - USD ($) $ in Thousands | 1 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2018 | |
Other Commitments [Line Items] | ||
Term of agreement | 5 years | |
Nonrefundable amount | $ 13,360 | |
Due in 2019 | $ 16,480 | |
Due in 2020 | 20,675 | |
Due in 2021 | 19,866 | |
Due in 2022 | $ 17,647 |
Capitalized Lease Obligation _3
Capitalized Lease Obligation and Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Leases [Abstract] | ||
Weighted average interest rate | 7.11% | |
Future payments under these capital leases | ||
2019 | $ 2,852 | |
2020 | 2,300 | |
2021 | 2,131 | |
2022 | 2,232 | |
2023 | 1,535 | |
Thereafter | 4,703 | |
Total minimum lease payments | 15,753 | |
Less amount representing interest | (3,082) | |
Capital lease obligations | 12,671 | |
Less current portion | (2,031) | |
Capital lease obligations, less current portion | 10,640 | |
Value of the equipment under capital lease | 17,310 | $ 7,934 |
Accumulated amortization | $ 3,796 | $ 846 |
Capitalized Lease Obligation _4
Capitalized Lease Obligation and Receivables - Future Receipts (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
Sales-type leases interest rate | 13.50% |
Future receipts under the leases | |
2019 | $ 186 |
2020 | 186 |
2021 | 186 |
2022 | 186 |
2023 | 186 |
Thereafter | 1,240 |
Total | 2,170 |
Less amount representing interest | (1,080) |
Present value of future minimum lease receipts | $ 1,090 |
401(k) Plan (Details)
401(k) Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Retirement Benefits [Abstract] | |||
Maximum percentage of base pay that can be contributed by employees through salary deferrals | 90.00% | ||
Contribution by the company | $ 1,304 | $ 1,336 | $ 1,527 |
Reportable Segments and Geogr_3
Reportable Segments and Geographic Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Geographic Information | |||
Total revenue | $ 346,419 | $ 341,599 | $ 402,656 |
Total operating income (loss) | 3,895 | (134,447) | (17,637) |
Total long-lived assets | 443,182 | 465,618 | 619,116 |
United States | |||
Geographic Information | |||
Total revenue | 337,531 | 316,756 | 378,497 |
Total operating income (loss) | 3,548 | (96,228) | (8,693) |
Total long-lived assets | 442,897 | 465,245 | 547,279 |
Canada | |||
Geographic Information | |||
Total revenue | 8,888 | 6,846 | 11,502 |
Total operating income (loss) | 347 | (9,495) | (4,212) |
Total long-lived assets | 285 | 373 | 66,191 |
Other | |||
Geographic Information | |||
Total revenue | 0 | 17,997 | 12,657 |
Total operating income (loss) | 0 | (28,724) | (4,732) |
Total long-lived assets | $ 0 | $ 0 | $ 5,646 |
Concentrations (Details)
Concentrations (Details) - Natural gas expense - Supplier concentration | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Top Two Customers | |||
Supplier Concentrations | |||
Concentration risk, percentage | 10.00% | 10.00% | |
Top Four Customers | |||
Supplier Concentrations | |||
Concentration risk, percentage | 10.00% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event | Jan. 02, 2019USD ($) |
Total Holdings USA Inc. | Credit Support Agreement | |
Subsequent Event [Line Items] | |
Debt issuance amount | $ 100,000,000 |
Guaranty fee percentage | 10.00% |
Line of Credit | Société Générale | Term Loan Facility | |
Subsequent Event [Line Items] | |
Maximum borrowing capacity (up to) | $ 100,000,000 |
Commitment fee percentage | 0.39% |
London Interbank Offered Rate (LIBOR) | Line of Credit | Société Générale | Term Loan Facility | |
Subsequent Event [Line Items] | |
Basis spread on variable rate | 1.30% |
Schedule II_ Valuation and Qu_2
Schedule II: Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Allowances for Doubtful Trade Receivables | |||
Movement in valuation and qualifying accounts | |||
Balance at the beginning of the period | $ 1,276 | $ 1,063 | $ 1,895 |
Charges (benefit) to operations | 1,169 | 395 | 1,107 |
Deductions | (525) | (182) | (1,939) |
Balance at the end of the period | 1,920 | 1,276 | 1,063 |
Allowance for Doubtful Notes Receivables | |||
Movement in valuation and qualifying accounts | |||
Balance at the beginning of the period | 4,544 | 1,230 | 3,990 |
Charges (benefit) to operations | 0 | 3,344 | 1,617 |
Deductions | (381) | (30) | (4,377) |
Balance at the end of the period | $ 4,163 | $ 4,544 | $ 1,230 |
Uncategorized Items - clne-2018
Label | Element | Value |
Retained Earnings [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | $ (604,333,000) |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | (684,863,000) |
AOCI Attributable to Parent [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | (17,675,000) |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | (887,000) |
Additional Paid-in Capital [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 1,090,555,000 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | $ 1,111,432,000 |
Common Stock [Member] | ||
Common Stock, Shares, Issued | us-gaap_CommonStockSharesIssued | 145,538,063 |
Common Stock, Shares, Issued | us-gaap_CommonStockSharesIssued | 151,650,969 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | $ 15,000 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 15,000 |
Noncontrolling Interest [Member] | ||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 24,822,000 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest | 22,668,000 |
Accounting Standards Update 2014-09 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (1,293,000) |
Accounting Standards Update 2014-09 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (1,293,000) |
Accounting Standards Update 2014-09 [Member] | Additional Paid-in Capital [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 0 |
Accounting Standards Update 2016-09 And 2016-16 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (303,000) |
Accounting Standards Update 2016-09 And 2016-16 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (497,000) |
Accounting Standards Update 2016-09 And 2016-16 [Member] | Additional Paid-in Capital [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 194,000 |