Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 02, 2023 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Securities Act File Number | 001-33480 | |
Entity Registrant Name | CLEAN ENERGY FUELS CORP. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 33-0968580 | |
Entity Address, Address Line One | 4675 MacArthur Court | |
Entity Address, Address Line Two | Suite 800 | |
Entity Address, City or Town | Newport Beach | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92660 | |
City Area Code | 949 | |
Local Phone Number | 437-1000 | |
Title of 12(b) Security | Common stock, $0.0001 par value per share | |
Trading Symbol | CLNE | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 223,020,351 | |
Entity Central Index Key | 0001368265 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash, cash equivalents and current portion of restricted cash | $ 27,099 | $ 125,950 |
Short-term investments | 149,325 | 139,569 |
Accounts receivable, net of allowance of $1,375 and $1,471 as of December 31, 2022 and September 30, 2023, respectively | 87,550 | 91,430 |
Other receivables | 36,509 | 17,026 |
Inventory | 40,472 | 37,144 |
Prepaid expenses and other current assets | 52,082 | 60,601 |
Total current assets | 393,037 | 471,720 |
Operating lease right-of-use assets | 74,868 | 52,586 |
Land, property and equipment, net | 305,988 | 264,068 |
Notes receivable and other long-term assets, net | 26,560 | 30,467 |
Investments in other entities | 193,807 | 193,273 |
Goodwill | 64,328 | 64,328 |
Intangible assets, net | 6,365 | 5,915 |
Total assets | 1,064,953 | 1,082,357 |
Current liabilities: | ||
Current portion of debt | 38 | 93 |
Current portion of finance lease obligations | 916 | 948 |
Current portion of operating lease obligations | 5,712 | 4,206 |
Accounts payable | 48,794 | 44,435 |
Accrued liabilities | 83,141 | 90,079 |
Deferred revenue | 3,523 | 5,970 |
Derivative liabilities, related party | 3,723 | 2,415 |
Total current liabilities | 145,847 | 148,146 |
Long-term portion of debt | 144,913 | 145,471 |
Long-term portion of finance lease obligations | 1,808 | 2,134 |
Long-term portion of operating lease obligations | 71,341 | 48,911 |
Long-term portion of derivative liabilities, related party | 0 | 1,430 |
Other long-term liabilities | 9,432 | 8,794 |
Total liabilities | 373,341 | 354,886 |
Commitments and contingencies (Note 17) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value. 1,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value. 454,000,000 shares authorized; 222,437,429 shares and 222,987,248 shares issued and outstanding as of December 31, 2022 and September 30, 2023, respectively | 22 | 22 |
Additional paid-in capital | 1,598,634 | 1,553,668 |
Accumulated deficit | (910,785) | (829,975) |
Accumulated other comprehensive loss | (3,280) | (3,722) |
Total Clean Energy Fuels Corp. stockholders' equity | 684,591 | 719,993 |
Noncontrolling interest in subsidiary | 7,021 | 7,478 |
Total stockholders' equity | 691,612 | 727,471 |
Total liabilities and stockholders' equity | $ 1,064,953 | $ 1,082,357 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 1,471 | $ 1,375 |
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) | 454,000,000 | 454,000,000 |
Common stock, issued (in shares) | 222,987,248 | 222,437,429 |
Common stock, outstanding (in shares) | 222,987,248 | 222,437,429 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue: | ||||
Total revenue | $ 95,571 | $ 125,687 | $ 318,302 | $ 306,408 |
Cost of sales (exclusive of depreciation and amortization shown separately below): | ||||
Selling, general and administrative | 29,117 | 26,501 | 87,314 | 80,909 |
Depreciation and amortization | 13,389 | 20,539 | 34,960 | 42,485 |
Total operating expenses | 116,935 | 134,315 | 388,133 | 346,966 |
Operating loss | (21,364) | (8,628) | (69,831) | (40,558) |
Interest expense | (3,893) | (670) | (12,612) | (4,479) |
Interest income | 2,551 | 1,019 | 8,034 | 1,773 |
Other income, net | 14 | 25 | 85 | 59 |
Loss from equity method investments | (3,304) | (728) | (7,109) | (3,598) |
Loss before income taxes | (25,996) | (8,982) | (81,433) | (46,803) |
Income tax (expense) benefit | 47 | (106) | 166 | (223) |
Net loss | (25,949) | (9,088) | (81,267) | (47,026) |
Loss attributable to noncontrolling interest | 137 | 115 | 457 | 627 |
Net loss attributable to Clean Energy Fuels Corp. | $ (25,812) | $ (8,973) | $ (80,810) | $ (46,399) |
Net loss attributable to Clean Energy Fuels Corp. per share: | ||||
Basic (in dollars per share) | $ (0.12) | $ (0.04) | $ (0.36) | $ (0.21) |
Diluted (in dollars per share) | $ (0.12) | $ (0.04) | $ (0.36) | $ (0.21) |
Weighted-average common shares outstanding: | ||||
Basic (in shares) | 222,973,575 | 222,239,376 | 222,867,303 | 222,409,802 |
Diluted (in shares) | 222,973,575 | 222,239,376 | 222,867,303 | 222,409,802 |
Product revenue | ||||
Revenue: | ||||
Total revenue | $ 81,279 | $ 113,360 | $ 276,635 | $ 271,720 |
Cost of sales (exclusive of depreciation and amortization shown separately below): | ||||
Cost of sales | 65,427 | 79,710 | 240,655 | 203,258 |
Service revenue | ||||
Revenue: | ||||
Total revenue | 14,292 | 12,327 | 41,667 | 34,688 |
Cost of sales (exclusive of depreciation and amortization shown separately below): | ||||
Cost of sales | $ 9,002 | $ 7,565 | $ 25,204 | $ 20,314 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net loss | $ (25,949) | $ (9,088) | $ (81,267) | $ (47,026) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments, net of $0 tax in 2022 and 2023 | (864) | (1,901) | 182 | (2,926) |
Unrealized gain (loss) on available-for-sale securities, net of $0 tax in 2022 and 2023 | (1,097) | (187) | 260 | (329) |
Total other comprehensive income (loss) | (1,961) | (2,088) | 442 | (3,255) |
Comprehensive loss | (27,910) | (11,176) | (80,825) | (50,281) |
Clean Energy Fuels Corp. | ||||
Net loss | (25,812) | (8,973) | (80,810) | (46,399) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments, net of $0 tax in 2022 and 2023 | (864) | (1,901) | 182 | (2,926) |
Unrealized gain (loss) on available-for-sale securities, net of $0 tax in 2022 and 2023 | (1,097) | (187) | 260 | (329) |
Total other comprehensive income (loss) | (1,961) | (2,088) | 442 | (3,255) |
Comprehensive loss | (27,773) | (11,061) | (80,368) | (49,654) |
Noncontrolling Interest | ||||
Net loss | (137) | (115) | (457) | (627) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments, net of $0 tax in 2022 and 2023 | 0 | 0 | 0 | 0 |
Unrealized gain (loss) on available-for-sale securities, net of $0 tax in 2022 and 2023 | 0 | 0 | 0 | 0 |
Total other comprehensive income (loss) | 0 | 0 | 0 | 0 |
Comprehensive loss | $ (137) | $ (115) | $ (457) | $ (627) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Foreign currency translation adjustment, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Unrealized gains on available-for sale securities, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest in Subsidiary | Total |
Beginning balance at Dec. 31, 2021 | $ 22 | $ 1,519,918 | $ (771,242) | $ (1,622) | $ 8,335 | $ 755,411 |
Beginning balance (in shares) at Dec. 31, 2021 | 222,684,923 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock | 273 | 273 | ||||
Issuance of common stock (in shares) | 585,775 | |||||
Repurchase of common stock | (3,001) | (3,001) | ||||
Repurchase of common stock (in shares) | (511,010) | |||||
Stock-based compensation | 8,253 | 8,253 | ||||
Stock-based sales incentive charges | 1,721 | 1,721 | ||||
Net loss | (24,191) | (385) | (24,576) | |||
Other comprehensive income (loss) | 249 | 249 | ||||
Ending balance at Mar. 31, 2022 | $ 22 | 1,527,164 | (795,433) | (1,373) | 7,950 | 738,330 |
Ending balance (in shares) at Mar. 31, 2022 | 222,759,688 | |||||
Beginning balance at Dec. 31, 2021 | $ 22 | 1,519,918 | (771,242) | (1,622) | 8,335 | 755,411 |
Beginning balance (in shares) at Dec. 31, 2021 | 222,684,923 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (627) | (47,026) | ||||
Other comprehensive income (loss) | 0 | (3,255) | ||||
Ending balance at Sep. 30, 2022 | $ 22 | 1,543,511 | (817,641) | (4,877) | 7,708 | 728,723 |
Ending balance (in shares) at Sep. 30, 2022 | 222,413,908 | |||||
Beginning balance at Mar. 31, 2022 | $ 22 | 1,527,164 | (795,433) | (1,373) | 7,950 | 738,330 |
Beginning balance (in shares) at Mar. 31, 2022 | 222,759,688 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock | 300 | 300 | ||||
Issuance of common stock (in shares) | 96,728 | |||||
Repurchase of common stock | (3,121) | (3,121) | ||||
Repurchase of common stock (in shares) | (679,244) | |||||
Stock-based compensation | 6,468 | 6,468 | ||||
Stock-based sales incentive charges | 2,307 | 2,307 | ||||
Net loss | (13,235) | (127) | (13,362) | |||
Other comprehensive income (loss) | (1,416) | (1,416) | ||||
Ending balance at Jun. 30, 2022 | $ 22 | 1,533,118 | (808,668) | (2,789) | 7,823 | 729,506 |
Ending balance (in shares) at Jun. 30, 2022 | 222,177,172 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock | 744 | 744 | ||||
Issuance of common stock (in shares) | 236,736 | |||||
Stock-based compensation | 5,964 | 5,964 | ||||
Stock-based sales incentive charges | 3,685 | 3,685 | ||||
Net loss | (8,973) | (115) | (9,088) | |||
Other comprehensive income (loss) | (2,088) | 0 | (2,088) | |||
Ending balance at Sep. 30, 2022 | $ 22 | 1,543,511 | (817,641) | (4,877) | 7,708 | 728,723 |
Ending balance (in shares) at Sep. 30, 2022 | 222,413,908 | |||||
Beginning balance at Dec. 31, 2022 | $ 22 | 1,553,668 | (829,975) | (3,722) | 7,478 | $ 727,471 |
Beginning balance (in shares) at Dec. 31, 2022 | 222,437,429 | 222,437,429 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock | 332 | $ 332 | ||||
Issuance of common stock (in shares) | 470,351 | |||||
Shares withheld related to net share settlement | (175) | (175) | ||||
Stock-based compensation | 6,096 | 6,096 | ||||
Stock-based sales incentive charges | 8,172 | 8,172 | ||||
Net loss | (38,697) | (135) | (38,832) | |||
Other comprehensive income (loss) | 705 | 705 | ||||
Ending balance at Mar. 31, 2023 | $ 22 | 1,568,093 | (868,672) | (3,017) | 7,343 | 703,769 |
Ending balance (in shares) at Mar. 31, 2023 | 222,907,780 | |||||
Beginning balance at Dec. 31, 2022 | $ 22 | 1,553,668 | (829,975) | (3,722) | 7,478 | $ 727,471 |
Beginning balance (in shares) at Dec. 31, 2022 | 222,437,429 | 222,437,429 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (457) | $ (81,267) | ||||
Other comprehensive income (loss) | 0 | 442 | ||||
Ending balance at Sep. 30, 2023 | $ 22 | 1,598,634 | (910,785) | (3,280) | 7,021 | $ 691,612 |
Ending balance (in shares) at Sep. 30, 2023 | 222,987,248 | 222,987,248 | ||||
Beginning balance at Mar. 31, 2023 | $ 22 | 1,568,093 | (868,672) | (3,017) | 7,343 | $ 703,769 |
Beginning balance (in shares) at Mar. 31, 2023 | 222,907,780 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock | 3 | 3 | ||||
Issuance of common stock (in shares) | 2,277 | |||||
Stock-based compensation | 6,093 | 6,093 | ||||
Stock-based sales incentive charges | 7,820 | 7,820 | ||||
Net loss | (16,301) | (185) | (16,486) | |||
Other comprehensive income (loss) | 1,698 | 1,698 | ||||
Ending balance at Jun. 30, 2023 | $ 22 | 1,582,009 | (884,973) | (1,319) | 7,158 | 702,897 |
Ending balance (in shares) at Jun. 30, 2023 | 222,910,057 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock | 284 | 284 | ||||
Issuance of common stock (in shares) | 77,191 | |||||
Stock-based compensation | 6,091 | 6,091 | ||||
Stock-based sales incentive charges | 10,250 | 10,250 | ||||
Net loss | (25,812) | (137) | (25,949) | |||
Other comprehensive income (loss) | (1,961) | 0 | (1,961) | |||
Ending balance at Sep. 30, 2023 | $ 22 | $ 1,598,634 | $ (910,785) | $ (3,280) | $ 7,021 | $ 691,612 |
Ending balance (in shares) at Sep. 30, 2023 | 222,987,248 | 222,987,248 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (81,267) | $ (47,026) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 34,960 | 42,485 |
Provision for credit losses and inventory | 1,486 | 1,606 |
Stock-based compensation expense | 18,280 | 20,685 |
Stock-based sales incentive charges | 44,473 | 15,500 |
Change in fair value of derivative instruments | 304 | 1,606 |
Amortization of discount and debt issuance cost | (3,475) | (862) |
Gain on disposal of property and equipment | (134) | 40 |
Loss on extinguishment of debt | 0 | 2,268 |
Asset impairments and other charges | 555 | 0 |
Loss from equity method investments | 7,109 | 3,598 |
Non-cash lease expense | 4,629 | 2,602 |
Deferred income taxes | (235) | 143 |
Changes in operating assets and liabilities: | ||
Accounts and other receivables | (7,046) | (19,139) |
Inventory | (6,009) | (7,601) |
Prepaid expenses and other assets | (3,918) | 1,583 |
Operating lease liabilities | (2,975) | (2,589) |
Accounts payable | 4,204 | 5,937 |
Deferred revenue | (2,296) | (2,324) |
Accrued liabilities and other | (7,862) | 13,216 |
Net cash provided by (used in) operating activities | 783 | 31,728 |
Cash flows from investing activities: | ||
Purchases of short-term investments | (334,272) | (292,930) |
Maturities and sales of short-term investments | 329,403 | 312,239 |
Purchases of and deposits on property and equipment | (67,298) | (29,091) |
Grant proceeds for capital projects | 1,947 | 0 |
Disbursements for loans receivable | (3,500) | (810) |
Proceeds from paydowns, maturities, and sales of loans receivables | 1,835 | 480 |
Cash received from sale of certain assets of subsidiary, net | 0 | 3,885 |
Investments in other entities | (5,500) | (89,700) |
Payment and deposits on equipment and manure rights for RNG production projects | (17,709) | (4,915) |
Proceeds received for joint development and construction of station projects | 3,137 | 0 |
Advance to DR JV | (5,500) | 0 |
Proceeds from settlement of insurance claims | 495 | 0 |
Proceeds from disposal of property and equipment | 230 | 129 |
Net cash (used in) investing activities | (96,732) | (100,713) |
Cash flows from financing activities: | ||
Issuance of common stock | 175 | 1,317 |
Repurchase of common stock | 0 | (6,122) |
Payments of tax withholdings on net settlement of equity awards | (175) | 0 |
Fees paid for lender and debt issuance costs | (1,732) | (50) |
Proceeds for Adopt-a-Port program | 390 | 1,100 |
Repayment of proceeds for Adopt-a-Port program | (1,071) | (828) |
Proceeds from debt instruments | 255 | 14,000 |
Repayments of debt instruments and finance lease obligations | (870) | (21,167) |
Payments of debt extinguishment costs | 0 | (2,186) |
Net cash (used in) financing activities | (3,028) | (13,936) |
Effect of exchange rates on cash, cash equivalents and restricted cash | 126 | (412) |
Net (decrease) in cash, cash equivalents and restricted cash | (98,851) | (83,333) |
Cash, cash equivalents and restricted cash, beginning of period | 125,950 | 106,456 |
Cash, cash equivalents and restricted cash, end of period | 27,099 | 23,123 |
Supplemental disclosure of cash flow information: | ||
Income taxes paid | 57 | 50 |
Interest paid, net of $0 and $581 capitalized, respectively | $ 11,927 | $ 1,373 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Cash Flows [Abstract] | ||
Capitalized interest paid, respectively | $ 1,673 | $ 0 |
General
General | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | Note 1—General Nature of Business Clean Energy Fuels Corp., together with its majority and wholly owned subsidiaries (hereinafter collectively referred to as the “Company,” unless the context or the use of the term indicates or requires otherwise) is engaged in the business of selling renewable and conventional natural gas as alternative fuels for vehicle fleets and related fueling solutions to its customers, primarily in the United States and Canada. The Company’s principal business is supplying renewable natural gas (“RNG”) and conventional natural gas, in the form of compressed natural gas (“CNG”) and liquefied natural gas (“LNG”), for medium and heavy-duty vehicles and providing operation and maintenance (“O&M”) services to public and private vehicle fleet customer stations. The Company is also focused on developing, owning, and operating dairy and other livestock waste RNG projects and supplying RNG (currently procured from third party sources and from the DR JV, one of the Company’s jointly owned RNG production facilities (see Note 3)) to its customers in the heavy and medium-duty commercial transportation sector. As a comprehensive clean energy solution provider, the Company also designs and builds, as well as operates and maintains, public and private vehicle fueling stations in the United States and Canada; sells and services compressors and other equipment used in RNG production and at fueling stations; transports and sells RNG and conventional natural gas, in the form of CNG and LNG, via “virtual” natural gas pipelines and interconnects; sells U.S. federal, state and local government credits it generates by selling RNG in the form of CNG and LNG 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, Oregon, and Washington Low Carbon Fuel Standards (collectively, “LCFS Credits”); and obtains federal, state and local tax credits, grants and incentives. Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries, and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s consolidated financial position as of September 30, 2023, results of operations, comprehensive loss, and stockholders’ equity for the three and nine months ended September 30, 2022 and 2023, and cash flows for the nine months ended September 30, 2022 and 2023. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three and nine months ended September 30, 2022 and 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any other interim period or any future year. Certain information and disclosures normally included in the notes to consolidated financial statements have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), but the resultant disclosures contained herein are in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as they apply to interim reporting. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the year ended December 31, 2022 that are included in the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2023. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying condensed 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 condensed 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, stock-based compensation expense and stock-based sales incentive charges. Amazon Warrant The Amazon Warrant (defined in Note 14) is accounted for as an equity instrument and measured in accordance with Accounting Standards Codification (“ASC”) 718, Compensation – Stock Compensation Revenue from Contracts with Customers Tourmaline Joint Development In April 2023, the Company and Tourmaline Oil Corp. (“Tourmaline”) announced a CAD $70 million Joint Development Agreement to build and operate a network of CNG stations along key highway corridors across Western Canada. Under a 50-50 shared investment, the Company and Tourmaline expect to construct and commission up to 20 CNG fueling stations over the next five years, allowing heavy-duty trucks and other commercial transportation fleets that operate in the area to transition to the use of CNG, a lower carbon alternative to gasoline and diesel. Costs associated with station construction and profit and loss arising from station operation are shared 50-50 between the Company and Tourmaline. This arrangement between the Company and Tourmaline to jointly develop, build and operate CNG fueling stations is accounted for in accordance with ASC 808, Collaborative Arrangements Revenue from Contracts with Customers The Company determined that it is the principal for the revenue generated from third parties under this collaborative arrangement with Tourmaline in accordance with ASC 606; as such, the associated revenue and cost of sales generated and incurred are recognized on a gross basis in the condensed consolidated statements of operations. Net participation of profit and loss owed to or from Tourmaline is recorded as an increase or decrease to cost of sales, respectively, as the transaction is not deemed to be with a customer within the scope of ASC 606. Capitalized station costs are presented at half of the total development and construction costs in the condensed consolidated balance sheets, corresponding to the Company’s 50% ownership in the shared assets. Recently Issued Accounting Pronouncements In March 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-01, Leases (Topic 842): Common Control Arrangements December 15, 2023, with early adoption allowed. The Company is currently evaluating the impact of adopting this new ASU and does not expect the adoption to have a material effect on the Company’s condensed consolidated financial statements. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Note 2—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. 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 Company is generally the principal in its customer contracts because it has control over the goods and services prior to their transfer to the customer, and as such, revenue is recognized on a gross basis. Sales and usage-based taxes are excluded from revenue. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities. The table below presents the Company’s revenue disaggregated by revenue source (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2022 2023 2022 2023 Product revenue: Volume-related Fuel sales (1) $ 78,512 $ 60,006 $ 204,224 $ 220,168 Change in fair value of derivative instruments (2) 508 (1,372) (1,606) (304) RIN Credits 9,270 6,784 26,997 16,664 LCFS Credits 2,595 2,846 10,114 7,618 AFTC (3) 16,057 5,422 16,279 14,977 Total volume-related product revenue 106,942 73,686 256,008 259,123 Station construction sales 6,418 7,593 15,712 17,512 Total product revenue 113,360 81,279 271,720 276,635 Service revenue: Volume-related, O&M services 11,982 13,646 33,727 39,603 Other services 345 646 961 2,064 Total service revenue 12,327 14,292 34,688 41,667 Total revenue $ 125,687 $ 95,571 $ 306,408 $ 318,302 (1) Includes non-cash stock-based sales incentive contra-revenue charges associated with the Amazon Warrant. For the three and nine months ended September 30, 2022, contra-revenue charges recognized in fuel revenue were $7.0 million and $15.5 million, respectively. For the three and nine months ended September 30, 2023, contra-revenue charges recognized in fuel revenue were $16.8 million and $44.5 million, respectively. See Note 14 for more information. (2) Represents changes in fair value of derivative instruments related to the Company’s commodity swap and customer fueling contracts associated with the Company’s Zero Now truck financing program. 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 customer fueling contracts under the Company’s Zero Now truck financing program. See Note 6 for more information about these derivative instruments. (3) Represents the federal alternative fuel excise tax credit (“AFTC”). See Note 19 for more information. Remaining Performance Obligations Remaining performance obligations represent the transaction price of customer orders for which the work has not been performed. As of September 30, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was $26.1 million, 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 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 ‘ 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 condensed consolidated balance sheets. As of December 31, 2022 and September 30, 2023, the Company’s contract balances were as follows (in thousands): December 31, September 30, 2022 2023 Accounts receivable, net $ 91,430 $ 87,550 Contract assets - current $ 6,063 $ 10,374 Contract assets - non-current 2,976 2,563 Contract assets - total $ 9,039 $ 12,937 Contract liabilities - current $ 5,477 $ 2,586 Contract liabilities - non-current — 151 Contract liabilities - total $ 5,477 $ 2,737 Accounts Receivable, Net “Accounts receivable, net” in the accompanying condensed consolidated balance sheets includes billed and accrued amounts that are currently due from customers. The amounts due are stated at their net estimated realizable value. The Company maintains an allowance to provide for the estimated amount of receivables that will not be collected. The allowance is based on an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables, and economic conditions that may affect a customer’s ability to pay. 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 “Other receivables” and 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 condensed consolidated balance sheets. Contract Liabilities Contract liabilities primarily consist of billings in excess of revenue recognized from the Company’s station construction sale contracts and payments received primarily from customers of NG Advantage, LLC (“NG Advantage”) in advance of the satisfaction of performance obligations and are classified as current or noncurrent based on when the related revenue is expected to be recognized. The current portion and noncurrent portion of contract liabilities are included in “Deferred revenue” and in “Other long-term liabilities,” respectively, in the accompanying condensed consolidated balance sheets. Revenue recognized in the nine months ended September 30, 2022 relating to the Company’s contract liability balances as of December 31, 2021 was $2.5 million. The decrease in the contract liability balance in the nine months ended September 30, 2023 is mainly driven by $4.2 million of revenue recognized relating to the Company’s contract liability balances as of December 31, 2022, partially offset by billings in excess of revenue recognized in the nine months ended September 30, 2023. |
Investments in Other Entities a
Investments in Other Entities and Noncontrolling Interest in a Subsidiary | 9 Months Ended |
Sep. 30, 2023 | |
Investments, All Other Investments [Abstract] | |
Investments in Other Entities and Noncontrolling Interest in a Subsidiary | Note 3— Investments in Other Entities and Noncontrolling Interest in a Subsidiary TotalEnergies Joint Venture On March 3, 2021, the Company entered into an agreement (the “TotalEnergies JV Agreement”) with TotalEnergies S.E. (“TotalEnergies”) to create 50/50 joint ventures to develop anaerobic digester gas (“ADG”) RNG production facilities in the United States. Pursuant to the TotalEnergies JV Agreement, each ADG RNG production facility project will be formed as a separate limited liability company (“LLC”) that is owned 50/50 by the Company and TotalEnergies, and contributions to such LLCs count toward the TotalEnergies JV Equity Obligations (as defined below). The TotalEnergies JV Agreement contemplates investing up to $400.0 million of equity in production projects, and TotalEnergies and the Company each committed to initially provide $50.0 million (the “TotalEnergies JV Equity Obligations”). In October 2021, TotalEnergies and the Company executed a LLC agreement (the “DR Development Agreement”) for an ADG RNG production facility project (the “DR JV”). Under the DR Development Agreement, TotalEnergies and the Company have each committed to contribute $7.0 million to the DR JV, and in November 2021, TotalEnergies and the Company each contributed an initial $4.8 million to the DR JV. On June 28, 2023, the DR JV issued a capital call for $11.0 million in additional funding, requiring TotalEnergies and the Company each to contribute $5.5 million. Funds from the capital call will be used to fund required loan reserves and to paydown outstanding liabilities of the DR JV. On June 30, 2023, the Company contributed $5.5 million and advanced $5.5 million to the DR JV. The $5.5 million advance is anticipated to be refunded to the Company by the DR JV before the end of 2023. The Company accounts for its interest in the LLC using the equity method of accounting because the Company does not control but has the ability to exercise significant influence over the LLC’s operations. The Company recorded a loss of $0.0 million and $0.5 million from the LLC’s operations in the three months ended September 30, 2022 and 2023, respectively, and a loss of $0.1 million and $1.9 million from the LLC’s operations in the nine months ended September 30, 2022 and 2023, respectively. The Company had an investment balance of $4.5 million and $8.1 million as of December 31, 2022 and September 30, 2023, respectively. bp Joint Venture On April 13, 2021, the Company entered into an agreement (the “bp JV Agreement”) with bp Products North America, Inc. (“bp”) that created a 50/50 joint venture (the “bpJV”) to develop, own and operate new ADG RNG production facilities in the United States. Pursuant to the bp JV Agreement, bp and the Company committed to provide $50.0 million and $30.0 million, respectively, with bp Pursuant to the bp JV Agreement, the Company had the option, exercisable prior to August 31, 2021 (the “bp Option”), to commit an additional $20.0 million to the bpJV upon which bp’s Class B Units would convert into Class A Units. On June 21, 2021, the Company contributed $50.2 million to the bpJV, which consisted of (i) its initial contribution commitment of $30.0 million, (ii) the $20.0 million additional contribution to effect the conversion of bp’s Class B Units into Class A Units pursuant to the Company’s exercise of the bp Option, and (iii) $0.2 million for interest in accordance with the bp JV Agreement to effect the conversion of bp’s Class B Units into Class A Units. In December 2021, the bpJV issued a capital call for $143.2 million in additional funding, requiring bp bp bpJV The Company accounts for its interest in the bpJV using the equity method of accounting because the Company does not control but has the ability to exercise significant influence over the bpJV’s operations. The Company recorded a loss of $0.2 million and $0.8 million from this investment in the three months ended September 30, 2022 and 2023, respectively, and a loss of $2.2 million and $1.4 million from this investment in the nine months ended September 30, 2022 and 2023, respectively. The Company had an investment balance in the bpJV of $156.8 million and $155.4 million as of December 31, 2022 and September 30, 2023, respectively. SAFE&CEC S.r.l. On November 26, 2017, the Company, through its former subsidiary, IMW Industries Ltd. (formerly known as Clean Energy Compression Corp.) (“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 fueling systems manufacturing subsidiaries, CEC and SAFE S.p.A, into a new company, 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. At the closing of the CEC Combination on December 29, 2017, the Company owned 49% of SAFE&CEC S.r.l., and LR owned 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 Company recorded a loss of $0.3 million and $1.1 million in the three months ended September 30, 2022 and 2023, respectively, and a loss of $0.6 million and $1.3 million in the nine months ended September 30, 2022 and 2023, respectively. The Company had an investment balance in SAFE&CEC S.r.l. of $21.8 million and $20.5 million as of December 31, 2022 and September 30, 2023, 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. Subsequently, the Company’s controlling interest increased in connection with various equity and financing arrangements with NG Advantage. As of September 30, 2023, the Company’s controlling interest in NG Advantage was 93.3%. NG Advantage is engaged in the business of transporting CNG in high-capacity trailers to industrial and institutional energy users, such as hospitals, food processors, manufacturers and paper mills that do not have direct access to natural gas pipelines. The Company recorded a loss attributable to the noncontrolling interest in NG Advantage of $0.1 million in each of the three months ended September 30, 2022 and 2023, and a loss attributable to the noncontrolling interest in NG Advantage of $0.6 million and $0.5 million in the nine months ended September 30, 2022 and 2023, respectively. The carrying value of the noncontrolling interest was $7.5 million and $7.0 million as of December 31, 2022 and September 30, 2023, respectively. Investments in Equity Securities For investments in equity securities of privately held entities without readily determinable fair values, the Company measures such investments at cost, adjusted for impairment, if any, and observable price changes in orderly transactions for the identical or similar investment of the same issuer. As of December 31, 2022 and September 30, 2023, the Company had an investment balance recorded at cost of $8.0 million. The Company did not recognize any adjustments to the recorded cost basis in the three and nine months ended September 30, 2022 and 2023. |
Cash, Cash Equivalents and Rest
Cash, Cash Equivalents and Restricted Cash | 9 Months Ended |
Sep. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | Note 4—Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash as of December 31, 2022 and September 30, 2023 consisted of the following (in thousands): December 31, September 30, 2022 2023 Current assets: Cash and cash equivalents $ 123,950 $ 25,080 Restricted cash - standby letter of credit 2,000 2,019 Total cash, cash equivalents and current portion of restricted cash $ 125,950 $ 27,099 Total cash, cash equivalents and restricted cash $ 125,950 $ 27,099 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 balances may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) and Canadian Deposit Insurance Corporation (“CDIC”) limits. 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 $124.8 million and $25.9 million as of December 31, 2022 and September 30, 2023, 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. The Company deposited $2.0 million, in the form of a certificate of deposit, at PlainsCapital Bank as collateral for the standby letter of credit issued to Chevron Products Company, a division of Chevron U.S.A. Inc., in connection with the Company’s Adopt-A-Port program. The $2.0 million certificate of deposit is classified as short-term restricted cash and a current asset and is included in “Cash, cash equivalents and current portion of restricted cash” in the accompanying condensed consolidated balance sheets as of December 31, 2022 and September 30, 2023. |
Short-Term Investments
Short-Term Investments | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-Term Investments | Note 5—Short-Term Investments Short-term investments include available-for-sale debt securities, excluded from cash equivalents, that have maturities of one year or less on the date of acquisition and certificates of deposit. Available-for-sale debt securities are carried at fair value, inclusive of unrealized gains and losses. Unrealized gains and losses on available-for-sale debt securities are recognized in other comprehensive income (loss), 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 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 and evaluates the current expected credit loss. This evaluation is based on a number of factors, including historical experience, market data, issuer-specific factors, economic conditions, and any changes to the credit rating of the security. As of September 30, 2023, the Company has not recorded a credit loss related to available-for-sale debt securities and believes the carrying values of its available-for-sale debt securities are properly recorded. Short-term investments as of December 31, 2022 consisted of the following (in thousands): Gross Amortized Unrealized Estimated Cost Gain (Loss) Fair Value Zero coupon bonds $ 74,524 $ (365) $ 74,159 U.S. government securities 64,861 19 64,880 Certificates of deposit 530 — 530 Total short-term investments $ 139,915 $ (346) $ 139,569 Short-term investments as of September 30, 2023 consisted of the following (in thousands): Gross Amortized Unrealized Estimated Cost Gain (Loss) Fair Value U.S. government securities $ 148,767 $ 28 $ 148,795 Certificates of deposit 530 — 530 Total short-term investments $ 149,297 $ 28 $ 149,325 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Note 6—Derivative Instruments and Hedging Activities In October 2018, the Company executed two commodity swap contracts with TotalEnergies Gas & Power North America, an affiliate of TotalEnergies, for a total of 5.0 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 makes in its fueling agreements with fleet operators who participate in the Zero Now The Company has entered into fueling agreements with fleet operators under the Zero Now Commodity swaps and embedded derivatives as of December 31, 2022 consisted of the following (in thousands): Gross Amounts Gross Amounts Net Amount Recognized Offset Presented Assets: Fueling agreements: Prepaid expenses and other current assets $ 1,640 $ — $ 1,640 Notes receivable and other long-term assets, net 5,115 — 5,115 Total derivative assets $ 6,755 $ — $ 6,755 Liabilities: Commodity swaps: Current portion of derivative liabilities, related party $ 2,415 $ — $ 2,415 Long-term portion of derivative liabilities, related party 1,430 — 1,430 Total derivative liabilities $ 3,845 $ — $ 3,845 Commodity swaps and embedded derivatives as of September 30, 2023 consisted of the following (in thousands): Gross Amounts Gross Amounts Net Amount Recognized Offset Presented Assets: Fueling agreements: Prepaid expenses and other current assets $ 3,594 $ — $ 3,594 Notes receivable and other long-term assets, net 2,735 — 2,735 Total derivative assets $ 6,329 $ — $ 6,329 Liabilities: Commodity swaps: Current portion of derivative liabilities, related party $ 3,723 $ — $ 3,723 Total derivative liabilities $ 3,723 $ — $ 3,723 As of December 31, 2022 and September 30, 2023, the Company had a total volume on open commodity swap contracts of 6.9 million and 3.1 million diesel gallons, respectively, 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, 2022 and September 30, 2023, by year with associated volumes: December 31, 2022 September 30, 2023 Volumes Weighted-Average Price per Volumes Weighted-Average Price per Year (Diesel Gallons) Diesel Gallon (Diesel Gallons) Diesel Gallon 2023 5,000,000 $ 3.18 1,250,000 $ 3.18 2024 1,875,000 $ 3.18 1,875,000 $ 3.18 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7—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 developed based on market data obtained from sources independent of the Company that market participants would use in valuing the asset or liability. 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; and 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 U.S. government issued debt securities are classified within Level 1 because they are valued using the most recent quoted prices for identical assets in active markets. Certificate of deposits is classified within Level 2 because it is 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 and embedded derivatives in its fueling agreements under the Zero Now approach, the Company used a discounted cash flow (“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, 2022 and September 30, 2023: December 31, 2022 September 30, 2023 Significant Unobservable Inputs Input Range Weighted Average Input Range Weighted Average ULSD Gulf Coast Forward Curve $2.35 - $2.59 $ 2.48 $2.30 - $2.57 $ 2.41 Historical Differential to PADD 3 Diesel $0.88 - $1.62 $ 1.13 $0.92 - $1.62 $ 1.15 Historical Differential to PADD 5 Diesel $1.89 - $3.00 $ 2.30 $1.89 - $3.10 $ 2.41 The Company estimated the fair value of embedded derivatives in its fueling agreements under the Zero Now December 31, 2022 September 30, 2023 Significant Unobservable Inputs Input Range Weighted Average Input Range Weighted Average ULSD Gulf Coast Forward Curve $2.35 - $2.59 $ 2.48 $2.30 - $2.57 $ 2.41 Historical Differential to PADD 3 Diesel $0.88 - $1.62 $ 1.13 $0.92 - $1.62 $ 1.15 Historical Differential to PADD 5 Diesel $1.91 - $3.05 $ 2.31 $1.89 - $3.10 $ 2.41 Convertible Promissory Note In connection with the Company’s loan commitment to a certain equity method investee, the Company was issued a convertible promissory note with a principal balance equal to the amount of drawdown on the loan commitment (see Note 17). The convertible promissory note bears interest at 7% per annum, compounded quarterly, with a maturity date the earlier of May 7, 2024 or upon the occurrence of a triggering event such as change of control or an event of default. The convertible promissory note is classified as available-for-sale and is carried at fair value, which is measured using the income approach. Under the income approach, the Company used a DCF model in which cash flows anticipated over the term of the note are discounted to their present value using an expected discount rate. The discount rate used reflects the interest rates offered on loans of similar terms and to borrowers of similar credit quality, which are Level 3 inputs. As such, this valuation approach is considered a Level 3 fair value measurement. The following table provides quantitative information about the significant inputs used to estimate the fair value of the convertible promissory note as of December 31, 2022 and September 30, 2023: Significant Unobservable Inputs December 31, 2022 September 30, 2023 Risk-free interest rate 4.57% 5.52% Credit adjustment 8.36% 6.65% Credit adjusted discount rate 12.93% 12.17% The above significant unobservable inputs are subject to change based on changes in economic and market conditions. The use of significant unobservable inputs creates uncertainty in the measurement of fair value as of the reporting date. Significant increase or decrease in any of the inputs in isolation would result in a significantly lower or higher fair value measurement. Generally, a change in market interest rates is accompanied by a directionally opposite change in the estimated fair value of fixed-rate debt securities. The Company records changes in the fair value of available- for-sale debt securities in “Unrealized gain (loss) on available-for-sale securities” within other comprehensive income (loss) in the accompanying condensed consolidated statements of comprehensive loss. There were no transfers of assets or liabilities between Level 1, Level 2, or Level 3 of the fair value hierarchy as of December 31, 2022 or September 30, 2023. 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, 2022 and September 30, 2023 (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Assets: Available-for-sale securities: U.S. government securities (1) $ 64,880 $ 64,880 $ — $ — Zero coupon bonds (1) 74,159 — 74,159 — Convertible promissory note (4) 1,880 — — 1,880 Certificates of deposit (1) 530 — 530 — Embedded derivatives (3) 6,755 — — 6,755 Liabilities: Commodity swap contracts (2) $ 3,845 $ — $ — $ 3,845 September 30, 2023 Level 1 Level 2 Level 3 Assets: Available-for-sale securities: U.S. government securities (1) $ 148,795 $ 148,795 $ — $ — Convertible promissory note (4) 3,528 — — 3,528 Certificates of deposit (1) 530 — 530 — Embedded derivatives (3) 6,329 — — 6,329 Liabilities: Commodity swap contracts (2) $ 3,723 $ — $ — $ 3,723 (1) Included in “Short-term investments” in the accompanying condensed consolidated balance sheets. See Note 5 for more information. (2) Included in “Derivative liabilities, related party” and “Long-term portion of derivative liabilities, related party” as of December 31, 2022 and in “Derivative liabilities, related party” as of September 30, 2023 in the accompanying condensed consolidated balance sheets. See Note 6 for more information. (3) Included in “Prepaid expenses and other current assets” and “Notes receivable and other long-term assets, net” as of December 31, 2022 and in “Prepaid expenses and other current assets,” and “Notes receivable and other long-term assets, net,” as of September 30, 2023 in the accompanying condensed consolidated balance sheets. See Note 6 for more information. (4) Included in “Notes receivable and other long-term assets, net” as of December 31, 2022 and in “Other receivables” as of September 30, 2023 in the accompanying condensed 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), as well as the change in unrealized gains or losses for the periods included in earnings or other comprehensive income (loss) (in thousands): Assets: Assets: Assets: Liabilities: Liabilities: Commodity Embedded Convertible Commodity Embedded Swap Contracts Derivatives Promissory Note Swap Contracts Derivatives Balance as of June 30, 2022 $ — $ 11,345 $ — $ (11,034) $ (32) Settlements, net — — — 1,942 — Total gain (loss) — (4,899) — 3,486 (21) Balance as of September 30, 2022 $ — $ 6,446 $ — $ (5,606) $ (53) Balance as of June 30, 2023 $ — $ 6,837 $ 4,295 $ (2,779) $ (80) Settlements, net — — — 1,893 — Total gain (loss) — (508) (1,084) (2,837) 80 Purchases — — 1,243 — — Equity method investment loss — — (926) — — Balance as of September 30, 2023 $ — $ 6,329 $ 3,528 $ (3,723) $ — Change in unrealized gain (loss) for the three months ended September 30, 2022 included in earnings $ — $ (4,899) $ — $ 5,428 $ (21) Change in unrealized gain (loss) for the three months ended September 30, 2023 included in earnings $ — $ (508) $ — $ (944) $ 80 Change in unrealized gain (loss) for the three months ended September 30, 2023 included in other comprehensive income (loss) $ — $ — $ (1,084) $ — $ — Assets: Assets: Assets: Liabilities: Liabilities: Commodity Embedded Convertible Commodity Embedded Swap Contracts Derivatives Promissory Note Swap Contracts Derivatives Balance as of December 31, 2021 $ — $ 6,776 $ — $ (4,383) $ — Settlements, net — — — 5,843 — Total gain (loss) — (330) — (7,066) (53) Balance as of September 30, 2022 $ — $ 6,446 $ — $ (5,606) $ (53) Balance as of December 31, 2022 $ — $ 6,755 $ 1,880 $ (3,845) $ — Settlements, net — — — 2,926 — Total gain (loss) — (426) 21 (2,804) — Purchases — — 3,721 — — Equity method investment loss — — (2,094) — — Balance as of September 30, 2023 $ — $ 6,329 $ 3,528 $ (3,723) $ — Change in unrealized gain (loss) for the nine months ended September 30, 2022 included in earnings $ — $ (330) $ — $ (1,223) $ (53) Change in unrealized gain (loss) for the nine months ended September 30, 2023 included in earnings $ — $ (426) $ — $ 122 $ — Change in unrealized gain (loss) for the nine months ended September 30, 2023 included in other comprehensive income (loss) $ — $ — $ 21 $ — $ — Other Financial Assets and Liabilities The carrying amounts of the Company’s cash, cash equivalents, 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, 2022 and September 30, 2023. The fair values of these debt instruments were estimated using a DCF analysis based on interest rates offered on loans with similar terms to borrowers of similar credit quality, which are Level 3 inputs. See Note 12 for more information about the Company’s debt instruments. |
Other Receivables
Other Receivables | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Other Receivables | Note 8—Other Receivables Other receivables as of December 31, 2022 and September 30, 2023 consisted of the following (in thousands): December 31, September 30, 2022 2023 Loans to customers to finance vehicle purchases $ 523 $ 309 Accrued customer billings 4,910 8,703 Fuel tax credits 9,462 15,143 Other 2,131 12,354 Total other receivables $ 17,026 $ 36,509 |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 9—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. Inventory as of December 31, 2022 and September 30, 2023 consisted of the following (in thousands): December 31, September 30, 2022 2023 Raw materials and spare parts $ 37,144 $ 40,472 Total inventory $ 37,144 $ 40,472 |
Land, Property and Equipment
Land, Property and Equipment | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Land, Property and Equipment | Note 10—Land, Property and Equipment Land, property and equipment, net as of December 31, 2022 and September 30, 2023 consisted of the following (in thousands): December 31, September 30, 2022 2023 Land $ 3,476 $ 3,620 LNG liquefaction plants 94,790 96,786 Station equipment 353,104 396,651 Trailers 73,253 72,753 Other equipment 106,184 98,703 Construction in progress 91,105 125,010 721,912 793,523 Less accumulated depreciation (457,844) (487,535) Total land, property and equipment, net $ 264,068 $ 305,988 Included in “Land, property and equipment, net” are capitalized software costs of $35.3 million and $36.3 million as of December 31, 2022 and September 30, 2023, respectively. Accumulated amortization of the capitalized software costs are $32.1 million and $33.5 million as of December 31, 2022 and September 30, 2023, respectively. The Company recorded amortization expense related to capitalized software costs of $0.7 million and $0.5 million in the three months ended September 30, 2022 and 2023, respectively, and $1.3 million and $1.4 million in the nine months ended September 30, 2022 and 2023, respectively. As of December 31, 2022 and September 30, 2023, $12.9 million and $13.0 million, respectively, are included in “Accounts payable” and “Accrued liabilities” in the accompanying condensed consolidated balance sheets, representing amounts related to purchases of property and equipment. These amounts are excluded from the accompanying condensed consolidated statements of cash flows as they are non-cash investing activities. Fueling Station Equipment Removal The Company was requested by Pilot Travel Centers LLC (“Pilot”) to remove LNG station equipment at select Pilot locations to accommodate Pilot making physical changes to the premises, which required the removal of the Company’s LNG station equipment. The premises where the affected fueling stations are located were secured by long-term lease agreements between Pilot and the Company pursuant to which the Company had contractual rights to operate its fueling stations until the expiration of the respective leases. However, in July 2022, the Company entered into an amendment (the “Amendment”) to the Liquefied Natural Gas Fueling Station and LNG Master Sales Agreement between Pilot and Clean Energy, dated August 2, 2010, to decommission and remove LNG station equipment from the premises where the affected fueling stations are located in accordance with a phased removal schedule beginning in the third quarter of 2022. In April 2023, Pilot and the Company agreed to extend the removal completion deadline to provide the Company additional time to obtain the required permits and to complete the decommissioning activities. All removal and decommissioning activities at these selected sites were completed by the end of the third quarter of 2023. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Note 11—Accrued Liabilities Accrued liabilities as of December 31, 2022 and September 30, 2023 consisted of the following (in thousands): December 31, September 30, 2022 2023 Accrued alternative fuels incentives (1) $ 34,239 $ 34,261 Accrued employee benefits 5,128 5,091 Accrued gas and equipment purchases 22,008 16,914 Accrued interest 1,827 1,471 Accrued property and other taxes 3,782 3,898 Accrued salaries and wages 6,857 8,016 Other (2) 16,238 13,490 Total accrued liabilities $ 90,079 $ 83,141 (1) Includes amount for RINs, LCFS Credits, and AFTC payable to third parties. (2) No individual item in “Other” exceeds 5% of total current liabilities . |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 12—Debt Debt obligations as of December 31, 2022 and September 30, 2023 consisted of the following (in thousands): December 31, 2022 Unamortized Debt Balance, Net of Principal Balance Financing Costs Financing Costs Riverstone term loan $ 150,000 $ 4,529 $ 145,471 Other debt 93 — 93 Total debt 150,093 4,529 145,564 Less amounts due within one year (93) — (93) Total long-term debt $ 150,000 $ 4,529 $ 145,471 September 30, 2023 Unamortized Debt Balance, Net of Principal Balance Financing Costs Financing Costs Riverstone term loan $ 150,000 $ 5,304 $ 144,696 Other debt 255 — 255 Total debt 150,255 5,304 144,951 Less amounts due within one year (38) — (38) Total long-term debt $ 150,217 $ 5,304 $ 144,913 Riverstone Credit Agreement On December 22, 2022 (the “Closing Date”), the Company entered into a Senior Secured First Lien Term Loan Credit Agreement (the “Riverstone Credit Agreement”) with a syndicate of lenders. Pursuant to the Riverstone Credit Agreement, the lenders made a $150,000,000 sustainability-linked senior secured term loan (the “Sustainability-Linked Term Loan”) to the Company, a transaction aligned with the five pillars of the Loan Syndications and Trading Association’s sustainability-linked loan principles. Payments for the Sustainability-Linked Term Loan are interest only with a balloon principal payment due on the maturity date, which is December 22, 2026. The Sustainability-Linked Term Loan bears interest, at the option of the Company, at (a) Adjusted Term SOFR or (b) the Alternate Base Rate (“ABR”), which is defined as the greater of (i) the Prime Rate, (ii) the Federal Funds Effective Rate plus 0.50%, and (iii) one-month Adjusted Term SOFR plus 1.00%, plus an applicable margin of 6.50% for interest rate based on SOFR or 5.50% for election under the ABR through the second anniversary of the Closing Date. After the second anniversary of the Closing Date, the applicable margin increases to 7.25% for election under SOFR or 6.25% for election under the ABR. The applicable margin is subject to a sustainability rate adjustment feature, which may increase the applicable margin by 25 basis points if certain KPI metric is not met for fiscal years beginning after December 31, 2024. The sustainability rate adjustment feature shall be applied retroactively to commence as of December 31, 2025. Interest rate for the Sustainability-Linked Term Loan has an interest rate floor of 1.50% for election under SOFR and 2.50% for election under the ABR. Proceeds from the Sustainability-Linked Term Loan were or will be used to repay certain existing indebtedness of the Company, to finance permitted investments from time to time, to pay transaction costs related to the Riverstone Credit Agreement and for other general corporate purposes. In connection with the Sustainability-Linked Term Loan, the Company is obligated to pay other facility fees customary for credit facilities of similar size and type. The Company has the option to prepay all or any portion of the amounts owed prior to the maturity date and is subject to customary mandatory prepayments clauses. All prepayments and all other payments of the Sustainability-Linked Term Loan principal are subject to a call premium (2.0% from the one-year anniversary of the Closing Date to the date that is eighteen months after the Closing Date, 2.5% after the date that is eighteen months after the Closing Date to the date that is twenty-four months after the Closing Date, and 3% at any time thereafter). No call premium applies to any prepayment of the Sustainability-Linked Term Loan made prior to the first anniversary of the Closing Date. In conjunction with the Riverstone Credit Agreement, the Company and certain of its subsidiaries entered into a Guarantee and Collateral Agreement (the “Security Agreement”) in favor of the lenders. Under the Security Agreement, the Company and certain of its subsidiaries granted the lenders a security interest in substantially all of their personal property, rights and assets as collateral for the Sustainability-Linked Term Loan under the Riverstone Credit Agreement. The Company and certain of its subsidiaries also agreed to grant a security interest in certain of their material real property interests. The Riverstone Credit Agreement contains customary representations, warranties, and affirmative and negative covenants, including compliance with certain financial ratios and liquidity test and limitation on the Company’s ability to incur additional indebtedness, make certain payments, and enter into certain transactions. Additionally, the Riverstone Credit Agreement includes a number of events of default clauses. If any event of default occurs (subject, in certain instances, to specified grace periods), the then outstanding principal, premium, if any, interest and any other monetary obligations under the Riverstone Credit Agreement may become due and payable immediately. Other Debt In May 2023, the Company entered into a sale and leaseback arrangement and received $0.3 million pursuant to the arrangement. The transaction did not qualify for sale and leaseback accounting due to a fixed price repurchase option that is not at fair value. As a result, the transaction was recorded under the financing method in which the assets remained on the accompanying condensed consolidated balance sheets, and the proceeds from the transaction were recorded as a financing liability. The sale and leaseback arrangement has a term of five years with interest and principal payable in 60 monthly installments at an annual effective rate of 13.38%. As of December 31, 2022 and September 30, 2023, the Company had other outstanding debt bearing interest at 4.75% and 13.38%, respectively. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Note 13—Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (loss) attributable to Clean Energy Fuels Corp. by the weighted-average number of common shares outstanding and common shares issuable for little or no cash consideration during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to Clean Energy Fuels Corp. by the weighted-average number of common shares outstanding and common shares issuable for little or no cash consideration 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 options and warrants is computed under the treasury stock method. The dilutive effect of convertible notes and restricted stock units is computed under the if-converted method. Potentially dilutive securities are excluded from the computations of diluted net income (loss) per share if their effect would be antidilutive. The following table sets forth the computations of basic and diluted earnings (loss) per share for the three and nine months ended September 30, 2022 and 2023 (in thousands except share and per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2022 2023 2022 2023 Net loss attributable to Clean Energy Fuels Corp. $ (8,973) $ (25,812) $ (46,399) $ (80,810) Weighted-average common shares outstanding 222,239,376 222,973,575 222,409,802 222,867,303 Dilutive effect of potential common shares from restricted stock units, stock options and stock warrants — — — — Weighted-average common shares outstanding - diluted 222,239,376 222,973,575 222,409,802 222,867,303 Basic and diluted loss per share $ (0.04) $ (0.12) $ (0.21) $ (0.36) 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. Three Months Ended Nine Months Ended September 30, September 30, 2022 2023 2022 2023 Stock options 16,170,384 17,955,617 16,170,384 17,955,617 Restricted stock units 680,191 367,145 680,191 367,145 Amazon warrant shares 58,767,714 58,767,714 58,767,714 58,767,714 Total 75,618,289 77,090,476 75,618,289 77,090,476 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Note 14—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 condensed consolidated statements of operations during the three and nine months ended September 30, 2022 and 2023 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2022 2023 2022 2023 Stock-based compensation expense, net of $0 tax in 2022 and 2023 $ 5,964 $ 6,091 $ 20,685 $ 18,280 As of September 30, 2023, there was $16.9 million of total unrecognized compensation costs related to unvested shares subject to outstanding service-based and market-based stock options and service-based restricted stock units. Unrecognized compensation costs associated with these stock-based awards are expected to be expensed over a weighted-average period of approximately 1.3 years. As of September 30, 2023, total unrecognized compensation costs related to unvested shares subject to outstanding performance-based stock options were $4.1 million. Amazon Warrant On April 16, 2021, the Company entered into a Project Addendum to Fuel Pricing Agreement (the “Fuel Agreement”) with Amazon Logistics, Inc., a subsidiary of Amazon.com, Inc. (“Amazon”), and a Transaction Agreement with Amazon (the “Transaction Agreement”), pursuant to which, among other things, the Company issued to Amazon.com NV Investment Holdings LLC, a subsidiary of Amazon (“Amazon Holdings”), a warrant to purchase up to an aggregate of 53,141,755 shares (the “Warrant Shares”) of the Company’s common stock at an exercise price of $13.49 per share. As a result of the issuance of additional shares of common stock under the Company’s at-the-market offering programs in 2021 and in accordance with the terms of the warrant, on June 14, 2021, the number of shares of the Company’s common stock that may be purchased pursuant to the warrant, at an exercise price of $13.49 per share, increased by an aggregate of 5,625,959 shares (the “Additional Warrant Shares”). The Warrant Shares and the Additional Warrant Shares shall vest in multiple tranches, certain of which vested immediately upon execution of the Fuel Agreement. Subsequent tranches will vest over time based on fuel purchases by Amazon and its affiliates, up to a total of $500.0 million, excluding any payments attributable to “Pass Through Costs,” which consist of all costs associated with the delivered cost of gas and applicable taxes determined by reference to the selling price of gallons or gas sold. The right to exercise the warrants and to receive the Warrant Shares and Additional Warrant Shares (the “Amazon Warrant”) that have vested expires on April 16, 2031. Non-cash stock-based sales incentive contra-revenue charges (“Amazon Warrant Charges”) associated with the Amazon Warrant are recognized as Amazon and its affiliates purchase fuel and vesting conditions become probable of being achieved, based on the grant date fair value of the Amazon Warrant. The following table summarizes the Amazon Warrant activity for the nine months ended September 30, 2023: Warrant Shares Outstanding and unvested as of December 31, 2022 42,314,667 Granted — Vested (2,938,520) Outstanding and unvested as of September 30, 2023 39,376,147 2,938,520 shares of the Amazon Warrant vested in the nine months ended September 30, 2023 based on fuel purchases made by Amazon and its affiliates. The Company recognized Amazon Warrant Charges of $7.0 million and $16.8 million in the three months ended September 30, 2022 and 2023, respectively, and $15.5 million and $44.5 million in the nine months ended September 30, 2022 and 2023, respectively, relating to customer fuel purchases. As of December 31, 2022 and September 30, 2023, the Company had a customer incentive asset of $22.2 million and $4.0 million, respectively, classified in “Prepaid expenses and other current assets” in the accompanying condensed consolidated balance sheets. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 15—Stockholders’ Equity Authorized Shares Share Repurchase Program On March 12, 2020, the Company’s Board of Directors approved a share repurchase program of up to $30.0 million (exclusive of fees and commissions) of the Company’s outstanding common stock (the “Repurchase Program”). On December 7, 2021, the Company’s Board of Directors approved an increase in the aggregate purchase amount under the Repurchase Program from $30.0 million to $50.0 million (exclusive of fees and commissions). The Repurchase Program does not have an expiration date, and it may be suspended or discontinued at any time. As of September 30, 2023, the Company has utilized a total of $23.5 million under the Repurchase Program from its inception to repurchase 9,387,340 shares of common stock, and a total of $26.5 million of authorized funds remain available for common stock repurchase under the Repurchase Program. The Repurchase Program does not obligate the Company to acquire any specific number of shares. Repurchases under the Repurchase Program may be effected from time to time through open market purchases, privately negotiated transactions, structured or derivative transactions, including accelerated share repurchase transactions, or other methods of acquiring shares, in each case subject to market conditions, applicable securities laws and other relevant factors. Repurchases may also be made under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 16—Income Taxes The provision for income taxes for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, the Company updates the estimate of the annual effective tax rate, and if the estimated tax rate changes, a cumulative adjustment is recorded. The Company recorded an income tax expense of $0.1 million in the three months ended September 30, 2022 and an income tax benefit of $0.1 The Company increased its unrecognized tax benefits in the nine months ended September 30, 2023 by $3.4 million. This increase is primarily attributable to the portion of AFTC revenue recognized in the period attributed to the federal fuel tax the Company collected from its customers and deductions attributed to the unvested Amazon Warrant during the nine months ended September 30, 2023. The net interest incurred was immaterial for the three and nine months ended September 30, 2022 and 2023. On August 16, 2022, the Inflation Reduction Act of 2022 (the "IRA”) was signed into law. ● Beginning after December 31, 2022, there will be a 1% excise tax on certain share repurchases with certain exceptions. The Company will be subject to the 1% excise tax if it repurchases shares after December 31, 2022. The Company did not repurchase any shares in the current quarter. In addition, the IRA offers significant tax incentives targeting energy transaction and renewables: ● Alternative Fuel Excise Tax Credit (“AFTC”) is reinstated to apply retroactively to fuel sales transactions from January 1, 2022 to December 31, 2024. ● The investment tax credit under Section 48 of the Internal Revenue Code is expanded to include Qualified Biogas Property placed in service after December 31, 2022. The rate of this credit is 6% at base level and increased to 30% if the prevailing wages and apprenticeship requirements are met. Further, this credit is transferrable to an unrelated party. The Company expects the credit to bring significant cash flow for the Renewable Natural Gas projects that it has invested and will invest from year 2024. ● A new tax credit under Section 45Z of the Internal Revenue Code is introduced to apply to transportation fuel produced and sold by the taxpayer from January 1, 2025 through December 31, 2027. The credit is calculated as 20 cents per gallon ($1 per gallon if the prevailing wages and apprenticeship requirements are met) multiplied by an emissions factor which is determined relative to how low the carbon intensity (“CI”) score is against a baseline level, defined as 50 CI (kg CO2e/mmbtu) in statute, under the Argonne Greenhouse gases, Regulated Emissions, and Energy use in Transportation (“GREET”) model for non-aviation fuel. The lower the CI score is, the higher the emissions factor will be. Given the negative CI score for the renewable natural gas, the Company expects that the Renewable Natural Gas projects will be eligible for this credit at a rate over $1 per gallon of fuel sold. ● The alternative fuel refueling property credit under Section 30C of the Internal Revenue Code is reinstated for 2022 and extended an additional 10 years to apply to any property placed in service before January 1, 2033. For business property, the credit amount decreases to 6% (from 30%) with a maximum amount of $100,000 per item (previously $30,000 per location per year). Business property meeting prevailing wage and registered apprenticeship requirements may be eligible for a credit amount of 30% ($100,000 maximum). The Internal Revenue Service and Department of the Treasury have been issuing regulations or other guidance that clarify how these credits will be eligible and calculated. The Company will continue to evaluate the impact of the IRA as additional information becomes available. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 17—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 effect 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 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. Long-Term Take-or-Pay Natural Gas Purchase Contracts The Company has entered into quarterly fixed price natural gas purchase contracts with take-or-pay commitments extending through September 2024. As of September 30, 2023, the fixed commitments under these contracts totaled approximately $7.0 million for the remainder of the year ending December 31, 2023 and $13.2 million for the year ending December 31, 2024. Loan Commitment to an Equity Method Investee In November 2022, the Company entered into a note purchase agreement with a certain equity method investee (the “Note Purchase Agreement”). Pursuant to the Note Purchase Agreement, the Company irrevocably committed to make available up to $5.5 million in delayed draw loans to fund the investee’s working capital requirements. In exchange, the Company received a convertible promissory note with a principal balance equal to the total amount of drawdown on the loan commitment. The convertible promissory note carries an interest rate equal to 7% per annum, compounded quarterly, and is due and payable in May 2024, subject to certain, specified prepayment clauses. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
Leases | Note 18—Leases Lessor Accounting The Company leases fueling station equipment to customers pursuant to agreements that contain an option to extend and an end-of-term purchase option. Receivables from these leases are accounted for as finance leases, specifically sales-type leases, and are included in “Other receivables” and “Notes receivable and other long-term assets, net” in the accompanying condensed consolidated balance sheets. The Company recognizes the net investment in the lease as the sum of the lease receivable and the unguaranteed residual value, both of which are measured at the present value using the interest rate implicit in the lease. During each of the three months ended September 30, 2022 and 2023, the Company recognized $0.1 million in “Interest income” on its lease receivables. During each of the nine months ended September 30, 2022 and 2023, the Company recognized $0.3 million in “Interest income” on its lease receivables. The following schedule represents the Company’s maturities of lease receivables as of September 30, 2023 (in thousands): Fiscal year: Remainder of 2023 $ 240 2024 962 2025 962 2026 985 2027 1,105 Thereafter 1,218 Total minimum lease payments 5,472 Less amount representing interest (1,165) Present value of lease receivables $ 4,307 |
Alternative Fuels Excise Tax Cr
Alternative Fuels Excise Tax Credit | 9 Months Ended |
Sep. 30, 2023 | |
Alternative Fuel Excise Tax Credit | |
Alternative Fuels Excise Tax Credit | Note 19—Alternative Fuel Excise Tax Credit Under separate pieces of U.S. federal legislation, the Company was eligible to receive AFTC for its natural gas vehicle fuel sales made between October 1, 2006 and December 31, 2021. In August 2022, the IRA was enacted, extending AFTC for an additional three years through December 31, 2024, beginning retroactively to January 1, 2022. The AFTC incentive in the extension period under the IRA is equal to $0.50 per gasoline gallon equivalent of CNG and $0.50 per diesel gallon of LNG that the Company sells as vehicle fuel. Based on the service relationship with its customers, either the Company or its customers claim the credit. The Company records its AFTC, if any, as revenue in its condensed 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. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 20—Related Party Transactions TotalEnergies S.E. In the three and nine months ended September 30, 2022, the Company recognized revenue of $2.8 million and $5.7 million, respectively, relating to equipment lease revenue and LNG sold to TotalEnergies and its affiliates in the ordinary course of business. In the nine months ended September 30, 2023, the Company recognized revenue of $1.4 million relating to RINs and LNG sold to TotalEnergies and its affiliates in the ordinary course of business, equipment lease revenue, AFTCs, and settlements on commodity swap contracts (Note 6). Revenue recognized in the three months ended September 30, 2023 was immaterial. As of December 31, 2022, the Company had receivables from TotalEnergies of $2.5 million. Outstanding receivables due from TotalEnergies were immaterial as of September 30, 2023. In the three and nine months ended September 30, 2022, the Company paid TotalEnergies $2.5 million and $6.1 million, respectively, for expenses incurred in the ordinary course of business, settlements on commodity swap contracts (Note 6), and the guaranty fee under the Credit Support Agreement with TotalEnergies Holdings USA Inc., a wholly owned subsidiary of TotalEnergies. In the three and nine months ended September 30, 2023, the Company paid TotalEnergies $1.2 million and $3.7 million, respectively, for settlements on commodity swap contracts (Note 6) and for expenses incurred in the ordinary course of business. As of December 31, 2022 and September 30, 2023, outstanding payables due to TotalEnergies were $0.2 million and $0.7 million, respectively. SAFE&CEC S.r.l. In each of the three months ended September 30, 2022 and September 30, 2023, cash receipts from SAFE&CEC S.r.l were immaterial. In the nine months ended September 30, 2022 and September 30, 2023, the Company received $0.2 million and $0.3 million, respectively, from SAFE&CEC S.r.l. in the ordinary course of business. As of December 31, 2022 and September 30, 2023, the Company had receivables due from SAFE&CEC S.r.l. of $0.3 million and $0.2 million, respectively. In the three and nine months ended September 30, 2022, the Company paid SAFE&CEC S.r.l. $2.8 million and $8.5 million, respectively, for parts and equipment in the ordinary course of business. In the three and nine months ended September 30, 2023, the Company paid SAFE&CEC S.r.l. $1.8 million and $11.1 million, respectively, for parts and equipment in the ordinary course of business. As of December 31, 2022 and September 30, 2023, the Company had payables due to SAFE&CEC S.r.l. of $3.3 million and $5.9 million, respectively. TotalEnergies Joint Venture(s) and bpJV Pursuant to various contractual agreements of the TotalEnergies joint venture(s) and bpJV, the Company manages day-to-day operations of RNG projects in the joint ventures in exchange for an O&M fee and management fee. In the three and nine months ended September 30, 2022, the Company recognized management fee revenue of $0.3 million and $0.9 million, respectively. In the three and nine months ended September 30, 2023, the Company recognized total management and O&M fee revenue of $1.1 million and $2.2 million, respectively. As of December 31, 2022 and September 30, 2023, the Company had management and O&M fee receivables due from the joint ventures with TotalEnergies and bp of $0.5 million and $0.3 million, respectively. In the three and nine months ended September 30, 2022, the Company paid $0.2 million and $0.3 million, respectively, on behalf of the joint ventures for expenses incurred in the ordinary course of business. In the nine months ended September 30, 2023, the Company paid $1.2 million on behalf of the joint ventures for expenses incurred in the ordinary course of business. No amount was paid on behalf of the joint ventures in the three months ended September 30, 2023. As of December 31, 2022 and September 30, 2023, outstanding receivables due from the joint ventures with TotalEnergies and bp were $0.6 million and $0.7 million, respectively, representing outstanding unreimbursed expenses that the Company paid on behalf of the joint ventures. In the three and nine months ended September 30, 2022, the Company received $0.2 million and $1.1 million, respectively, from the joint ventures with TotalEnergies and bp for management fees and reimbursement of expenses incurred in the ordinary course of business. In the three and nine months ended September 30, 2023, the Company received $0.6 million and $3.5 million, respectively, from the joint ventures for management fees and reimbursement of expenses incurred in the ordinary course of business. No amounts were paid to the joint ventures in the three and nine months ended September 30, 2022 and 2023 in the ordinary course of business. In connection with the capital call issued by the DR JV on June 28, 2023, the Company advanced $5.5 million to the DR JV. Proceeds from the advance were used to fund required loan reserves and to paydown outstanding liabilities of the DR JV (see Note 3). As of September 30, 2023, the Company had a receivable due from the DR JV of $5.5 million, which is anticipated to be paid by the DR JV before the end of 2023. As of September 30, 2023, the Company had payables due to the joint ventures with TotalEnergies and bp of $0.4 million relating to sharing of environmental credits pursuant to the various contractual agreements of the TotalEnergies joint venture(s) and bpJV. As of December 31, 2022, no payables were outstanding relating to sharing of environmental credits. Other Equity Method Investees Pursuant to the Note Purchase Agreement, in the three and nine months ended September 30, 2023, the Company provided $1.2 million and $3.5 million, respectively, to a certain equity method investee in connection with the loan commitment (see Note 17). As of December 31, 2022 and September 30, 2023, the carrying amount of the Company’s convertible promissory note measured at fair value was $1.9 million and $3.5 million, respectively, and is included in “Notes receivable and other long-term assets, net” as of December 31, 2022 and in “Other receivables” as of September 30, 2023 in the accompanying condensed consolidated balance sheets. In the three and nine months ended September 30, 2023, the Company recognized management fee revenue of $0.2 million and $0.5 million, respectively, relating to other equity method investees. No management fee revenue was recognized in the three and nine months ended September 30, 2022. As of December 31, 2022 and September 30, 2023, the Company had management fee receivables due from other equity method investees of $0.1 million and $0.5 million, respectively. |
General (Policies)
General (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries, and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s consolidated financial position as of September 30, 2023, results of operations, comprehensive loss, and stockholders’ equity for the three and nine months ended September 30, 2022 and 2023, and cash flows for the nine months ended September 30, 2022 and 2023. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three and nine months ended September 30, 2022 and 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any other interim period or any future year. Certain information and disclosures normally included in the notes to consolidated financial statements have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), but the resultant disclosures contained herein are in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as they apply to interim reporting. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the year ended December 31, 2022 that are included in the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2023. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying condensed 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 condensed 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, stock-based compensation expense and stock-based sales incentive charges. |
Amazon Warrant | Amazon Warrant The Amazon Warrant (defined in Note 14) is accounted for as an equity instrument and measured in accordance with Accounting Standards Codification (“ASC”) 718, Compensation – Stock Compensation Revenue from Contracts with Customers |
Tourmaline Joint Development | Tourmaline Joint Development In April 2023, the Company and Tourmaline Oil Corp. (“Tourmaline”) announced a CAD $70 million Joint Development Agreement to build and operate a network of CNG stations along key highway corridors across Western Canada. Under a 50-50 shared investment, the Company and Tourmaline expect to construct and commission up to 20 CNG fueling stations over the next five years, allowing heavy-duty trucks and other commercial transportation fleets that operate in the area to transition to the use of CNG, a lower carbon alternative to gasoline and diesel. Costs associated with station construction and profit and loss arising from station operation are shared 50-50 between the Company and Tourmaline. This arrangement between the Company and Tourmaline to jointly develop, build and operate CNG fueling stations is accounted for in accordance with ASC 808, Collaborative Arrangements Revenue from Contracts with Customers The Company determined that it is the principal for the revenue generated from third parties under this collaborative arrangement with Tourmaline in accordance with ASC 606; as such, the associated revenue and cost of sales generated and incurred are recognized on a gross basis in the condensed consolidated statements of operations. Net participation of profit and loss owed to or from Tourmaline is recorded as an increase or decrease to cost of sales, respectively, as the transaction is not deemed to be with a customer within the scope of ASC 606. Capitalized station costs are presented at half of the total development and construction costs in the condensed consolidated balance sheets, corresponding to the Company’s 50% ownership in the shared assets. |
Recently Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements In March 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-01, Leases (Topic 842): Common Control Arrangements December 15, 2023, with early adoption allowed. The Company is currently evaluating the impact of adopting this new ASU and does not expect the adoption to have a material effect on the Company’s condensed consolidated financial statements. |
Revenue Recognition | 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. 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. |
Basis of Presentation | Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries, and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s consolidated financial position as of September 30, 2023, results of operations, comprehensive loss, and stockholders’ equity for the three and nine months ended September 30, 2022 and 2023, and cash flows for the nine months ended September 30, 2022 and 2023. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three and nine months ended September 30, 2022 and 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any other interim period or any future year. Certain information and disclosures normally included in the notes to consolidated financial statements have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), but the resultant disclosures contained herein are in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as they apply to interim reporting. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the year ended December 31, 2022 that are included in the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2023. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying condensed 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 condensed 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, stock-based compensation expense and stock-based sales incentive charges. |
Revenue Recognition | 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. 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. |
Amazon Warrant | Amazon Warrant The Amazon Warrant (defined in Note 14) is accounted for as an equity instrument and measured in accordance with Accounting Standards Codification (“ASC”) 718, Compensation – Stock Compensation Revenue from Contracts with Customers |
Recently Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements In March 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-01, Leases (Topic 842): Common Control Arrangements December 15, 2023, with early adoption allowed. The Company is currently evaluating the impact of adopting this new ASU and does not expect the adoption to have a material effect on the Company’s condensed consolidated financial statements. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of revenue | The Company is generally the principal in its customer contracts because it has control over the goods and services prior to their transfer to the customer, and as such, revenue is recognized on a gross basis. Sales and usage-based taxes are excluded from revenue. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities. The table below presents the Company’s revenue disaggregated by revenue source (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2022 2023 2022 2023 Product revenue: Volume-related Fuel sales (1) $ 78,512 $ 60,006 $ 204,224 $ 220,168 Change in fair value of derivative instruments (2) 508 (1,372) (1,606) (304) RIN Credits 9,270 6,784 26,997 16,664 LCFS Credits 2,595 2,846 10,114 7,618 AFTC (3) 16,057 5,422 16,279 14,977 Total volume-related product revenue 106,942 73,686 256,008 259,123 Station construction sales 6,418 7,593 15,712 17,512 Total product revenue 113,360 81,279 271,720 276,635 Service revenue: Volume-related, O&M services 11,982 13,646 33,727 39,603 Other services 345 646 961 2,064 Total service revenue 12,327 14,292 34,688 41,667 Total revenue $ 125,687 $ 95,571 $ 306,408 $ 318,302 (1) Includes non-cash stock-based sales incentive contra-revenue charges associated with the Amazon Warrant. For the three and nine months ended September 30, 2022, contra-revenue charges recognized in fuel revenue were $7.0 million and $15.5 million, respectively. For the three and nine months ended September 30, 2023, contra-revenue charges recognized in fuel revenue were $16.8 million and $44.5 million, respectively. See Note 14 for more information. (2) Represents changes in fair value of derivative instruments related to the Company’s commodity swap and customer fueling contracts associated with the Company’s Zero Now truck financing program. 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 customer fueling contracts under the Company’s Zero Now truck financing program. See Note 6 for more information about these derivative instruments. (3) Represents the federal alternative fuel excise tax credit (“AFTC”). See Note 19 for more information. |
Summary of contract balances | As of December 31, 2022 and September 30, 2023, the Company’s contract balances were as follows (in thousands): December 31, September 30, 2022 2023 Accounts receivable, net $ 91,430 $ 87,550 Contract assets - current $ 6,063 $ 10,374 Contract assets - non-current 2,976 2,563 Contract assets - total $ 9,039 $ 12,937 Contract liabilities - current $ 5,477 $ 2,586 Contract liabilities - non-current — 151 Contract liabilities - total $ 5,477 $ 2,737 |
Cash, Cash Equivalents and Re_2
Cash, Cash Equivalents and Restricted Cash (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of cash and cash equivalents | Cash, cash equivalents and restricted cash as of December 31, 2022 and September 30, 2023 consisted of the following (in thousands): December 31, September 30, 2022 2023 Current assets: Cash and cash equivalents $ 123,950 $ 25,080 Restricted cash - standby letter of credit 2,000 2,019 Total cash, cash equivalents and current portion of restricted cash $ 125,950 $ 27,099 Total cash, cash equivalents and restricted cash $ 125,950 $ 27,099 |
Schedule of components of restricted cash | Cash, cash equivalents and restricted cash as of December 31, 2022 and September 30, 2023 consisted of the following (in thousands): December 31, September 30, 2022 2023 Current assets: Cash and cash equivalents $ 123,950 $ 25,080 Restricted cash - standby letter of credit 2,000 2,019 Total cash, cash equivalents and current portion of restricted cash $ 125,950 $ 27,099 Total cash, cash equivalents and restricted cash $ 125,950 $ 27,099 |
Short-Term Investments (Tables)
Short-Term Investments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of short-term investments | Short-term investments as of December 31, 2022 consisted of the following (in thousands): Gross Amortized Unrealized Estimated Cost Gain (Loss) Fair Value Zero coupon bonds $ 74,524 $ (365) $ 74,159 U.S. government securities 64,861 19 64,880 Certificates of deposit 530 — 530 Total short-term investments $ 139,915 $ (346) $ 139,569 Short-term investments as of September 30, 2023 consisted of the following (in thousands): Gross Amortized Unrealized Estimated Cost Gain (Loss) Fair Value U.S. government securities $ 148,767 $ 28 $ 148,795 Certificates of deposit 530 — 530 Total short-term investments $ 149,297 $ 28 $ 149,325 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of commodity derivative activity | Commodity swaps and embedded derivatives as of December 31, 2022 consisted of the following (in thousands): Gross Amounts Gross Amounts Net Amount Recognized Offset Presented Assets: Fueling agreements: Prepaid expenses and other current assets $ 1,640 $ — $ 1,640 Notes receivable and other long-term assets, net 5,115 — 5,115 Total derivative assets $ 6,755 $ — $ 6,755 Liabilities: Commodity swaps: Current portion of derivative liabilities, related party $ 2,415 $ — $ 2,415 Long-term portion of derivative liabilities, related party 1,430 — 1,430 Total derivative liabilities $ 3,845 $ — $ 3,845 Commodity swaps and embedded derivatives as of September 30, 2023 consisted of the following (in thousands): Gross Amounts Gross Amounts Net Amount Recognized Offset Presented Assets: Fueling agreements: Prepaid expenses and other current assets $ 3,594 $ — $ 3,594 Notes receivable and other long-term assets, net 2,735 — 2,735 Total derivative assets $ 6,329 $ — $ 6,329 Liabilities: Commodity swaps: Current portion of derivative liabilities, related party $ 3,723 $ — $ 3,723 Total derivative liabilities $ 3,723 $ — $ 3,723 |
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, 2022 and September 30, 2023, by year with associated volumes: December 31, 2022 September 30, 2023 Volumes Weighted-Average Price per Volumes Weighted-Average Price per Year (Diesel Gallons) Diesel Gallon (Diesel Gallons) Diesel Gallon 2023 5,000,000 $ 3.18 1,250,000 $ 3.18 2024 1,875,000 $ 3.18 1,875,000 $ 3.18 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Schedule of fair value inputs | The Company estimated the fair value of its outstanding commodity swap contracts based on the following inputs as of December 31, 2022 and September 30, 2023: December 31, 2022 September 30, 2023 Significant Unobservable Inputs Input Range Weighted Average Input Range Weighted Average ULSD Gulf Coast Forward Curve $2.35 - $2.59 $ 2.48 $2.30 - $2.57 $ 2.41 Historical Differential to PADD 3 Diesel $0.88 - $1.62 $ 1.13 $0.92 - $1.62 $ 1.15 Historical Differential to PADD 5 Diesel $1.89 - $3.00 $ 2.30 $1.89 - $3.10 $ 2.41 The Company estimated the fair value of embedded derivatives in its fueling agreements under the Zero Now December 31, 2022 September 30, 2023 Significant Unobservable Inputs Input Range Weighted Average Input Range Weighted Average ULSD Gulf Coast Forward Curve $2.35 - $2.59 $ 2.48 $2.30 - $2.57 $ 2.41 Historical Differential to PADD 3 Diesel $0.88 - $1.62 $ 1.13 $0.92 - $1.62 $ 1.15 Historical Differential to PADD 5 Diesel $1.91 - $3.05 $ 2.31 $1.89 - $3.10 $ 2.41 |
Schedule of information by level for assets and liabilities that are measured at fair value on a recurring basis | The following tables provide information by level for assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and September 30, 2023 (in thousands): December 31, 2022 Level 1 Level 2 Level 3 Assets: Available-for-sale securities: U.S. government securities (1) $ 64,880 $ 64,880 $ — $ — Zero coupon bonds (1) 74,159 — 74,159 — Convertible promissory note (4) 1,880 — — 1,880 Certificates of deposit (1) 530 — 530 — Embedded derivatives (3) 6,755 — — 6,755 Liabilities: Commodity swap contracts (2) $ 3,845 $ — $ — $ 3,845 September 30, 2023 Level 1 Level 2 Level 3 Assets: Available-for-sale securities: U.S. government securities (1) $ 148,795 $ 148,795 $ — $ — Convertible promissory note (4) 3,528 — — 3,528 Certificates of deposit (1) 530 — 530 — Embedded derivatives (3) 6,329 — — 6,329 Liabilities: Commodity swap contracts (2) $ 3,723 $ — $ — $ 3,723 (1) Included in “Short-term investments” in the accompanying condensed consolidated balance sheets. See Note 5 for more information. (2) Included in “Derivative liabilities, related party” and “Long-term portion of derivative liabilities, related party” as of December 31, 2022 and in “Derivative liabilities, related party” as of September 30, 2023 in the accompanying condensed consolidated balance sheets. See Note 6 for more information. (3) Included in “Prepaid expenses and other current assets” and “Notes receivable and other long-term assets, net” as of December 31, 2022 and in “Prepaid expenses and other current assets,” and “Notes receivable and other long-term assets, net,” as of September 30, 2023 in the accompanying condensed consolidated balance sheets. See Note 6 for more information. (4) Included in “Notes receivable and other long-term assets, net” as of December 31, 2022 and in “Other receivables” as of September 30, 2023 in the accompanying condensed consolidated balance sheets. |
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 3), as well as the change in unrealized gains or losses for the periods included in earnings or other comprehensive income (loss) (in thousands): Assets: Assets: Assets: Liabilities: Liabilities: Commodity Embedded Convertible Commodity Embedded Swap Contracts Derivatives Promissory Note Swap Contracts Derivatives Balance as of June 30, 2022 $ — $ 11,345 $ — $ (11,034) $ (32) Settlements, net — — — 1,942 — Total gain (loss) — (4,899) — 3,486 (21) Balance as of September 30, 2022 $ — $ 6,446 $ — $ (5,606) $ (53) Balance as of June 30, 2023 $ — $ 6,837 $ 4,295 $ (2,779) $ (80) Settlements, net — — — 1,893 — Total gain (loss) — (508) (1,084) (2,837) 80 Purchases — — 1,243 — — Equity method investment loss — — (926) — — Balance as of September 30, 2023 $ — $ 6,329 $ 3,528 $ (3,723) $ — Change in unrealized gain (loss) for the three months ended September 30, 2022 included in earnings $ — $ (4,899) $ — $ 5,428 $ (21) Change in unrealized gain (loss) for the three months ended September 30, 2023 included in earnings $ — $ (508) $ — $ (944) $ 80 Change in unrealized gain (loss) for the three months ended September 30, 2023 included in other comprehensive income (loss) $ — $ — $ (1,084) $ — $ — Assets: Assets: Assets: Liabilities: Liabilities: Commodity Embedded Convertible Commodity Embedded Swap Contracts Derivatives Promissory Note Swap Contracts Derivatives Balance as of December 31, 2021 $ — $ 6,776 $ — $ (4,383) $ — Settlements, net — — — 5,843 — Total gain (loss) — (330) — (7,066) (53) Balance as of September 30, 2022 $ — $ 6,446 $ — $ (5,606) $ (53) Balance as of December 31, 2022 $ — $ 6,755 $ 1,880 $ (3,845) $ — Settlements, net — — — 2,926 — Total gain (loss) — (426) 21 (2,804) — Purchases — — 3,721 — — Equity method investment loss — — (2,094) — — Balance as of September 30, 2023 $ — $ 6,329 $ 3,528 $ (3,723) $ — Change in unrealized gain (loss) for the nine months ended September 30, 2022 included in earnings $ — $ (330) $ — $ (1,223) $ (53) Change in unrealized gain (loss) for the nine months ended September 30, 2023 included in earnings $ — $ (426) $ — $ 122 $ — Change in unrealized gain (loss) for the nine months ended September 30, 2023 included in other comprehensive income (loss) $ — $ — $ 21 $ — $ — |
Convertible promissory note | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Schedule of fair value inputs | The following table provides quantitative information about the significant inputs used to estimate the fair value of the convertible promissory note as of December 31, 2022 and September 30, 2023: Significant Unobservable Inputs December 31, 2022 September 30, 2023 Risk-free interest rate 4.57% 5.52% Credit adjustment 8.36% 6.65% Credit adjusted discount rate 12.93% 12.17% |
Other Receivables (Tables)
Other Receivables (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Schedule of other receivables | Other receivables as of December 31, 2022 and September 30, 2023 consisted of the following (in thousands): December 31, September 30, 2022 2023 Loans to customers to finance vehicle purchases $ 523 $ 309 Accrued customer billings 4,910 8,703 Fuel tax credits 9,462 15,143 Other 2,131 12,354 Total other receivables $ 17,026 $ 36,509 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventory as of December 31, 2022 and September 30, 2023 consisted of the following (in thousands): December 31, September 30, 2022 2023 Raw materials and spare parts $ 37,144 $ 40,472 Total inventory $ 37,144 $ 40,472 |
Land, Property and Equipment (T
Land, Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of land, property and equipment | Land, property and equipment, net as of December 31, 2022 and September 30, 2023 consisted of the following (in thousands): December 31, September 30, 2022 2023 Land $ 3,476 $ 3,620 LNG liquefaction plants 94,790 96,786 Station equipment 353,104 396,651 Trailers 73,253 72,753 Other equipment 106,184 98,703 Construction in progress 91,105 125,010 721,912 793,523 Less accumulated depreciation (457,844) (487,535) Total land, property and equipment, net $ 264,068 $ 305,988 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Accrued liabilities as of December 31, 2022 and September 30, 2023 consisted of the following (in thousands): December 31, September 30, 2022 2023 Accrued alternative fuels incentives (1) $ 34,239 $ 34,261 Accrued employee benefits 5,128 5,091 Accrued gas and equipment purchases 22,008 16,914 Accrued interest 1,827 1,471 Accrued property and other taxes 3,782 3,898 Accrued salaries and wages 6,857 8,016 Other (2) 16,238 13,490 Total accrued liabilities $ 90,079 $ 83,141 (1) Includes amount for RINs, LCFS Credits, and AFTC payable to third parties. (2) No individual item in “Other” exceeds 5% of total current liabilities . |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Debt obligations as of December 31, 2022 and September 30, 2023 consisted of the following (in thousands): December 31, 2022 Unamortized Debt Balance, Net of Principal Balance Financing Costs Financing Costs Riverstone term loan $ 150,000 $ 4,529 $ 145,471 Other debt 93 — 93 Total debt 150,093 4,529 145,564 Less amounts due within one year (93) — (93) Total long-term debt $ 150,000 $ 4,529 $ 145,471 September 30, 2023 Unamortized Debt Balance, Net of Principal Balance Financing Costs Financing Costs Riverstone term loan $ 150,000 $ 5,304 $ 144,696 Other debt 255 — 255 Total debt 150,255 5,304 144,951 Less amounts due within one year (38) — (38) Total long-term debt $ 150,217 $ 5,304 $ 144,913 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of information required to compute basic and diluted net loss per share | The following table sets forth the computations of basic and diluted earnings (loss) per share for the three and nine months ended September 30, 2022 and 2023 (in thousands except share and per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2022 2023 2022 2023 Net loss attributable to Clean Energy Fuels Corp. $ (8,973) $ (25,812) $ (46,399) $ (80,810) Weighted-average common shares outstanding 222,239,376 222,973,575 222,409,802 222,867,303 Dilutive effect of potential common shares from restricted stock units, stock options and stock warrants — — — — Weighted-average common shares outstanding - diluted 222,239,376 222,973,575 222,409,802 222,867,303 Basic and diluted loss per share $ (0.04) $ (0.12) $ (0.21) $ (0.36) |
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. Three Months Ended Nine Months Ended September 30, September 30, 2022 2023 2022 2023 Stock options 16,170,384 17,955,617 16,170,384 17,955,617 Restricted stock units 680,191 367,145 680,191 367,145 Amazon warrant shares 58,767,714 58,767,714 58,767,714 58,767,714 Total 75,618,289 77,090,476 75,618,289 77,090,476 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of compensation expense and related income tax benefit related to the stock-based compensation expense recognized | The following table summarizes the compensation expense and related income tax benefit related to the Company’s stock-based compensation arrangements recognized in the accompanying condensed consolidated statements of operations during the three and nine months ended September 30, 2022 and 2023 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2022 2023 2022 2023 Stock-based compensation expense, net of $0 tax in 2022 and 2023 $ 5,964 $ 6,091 $ 20,685 $ 18,280 |
Schedule of warrant activity | The following table summarizes the Amazon Warrant activity for the nine months ended September 30, 2023: Warrant Shares Outstanding and unvested as of December 31, 2022 42,314,667 Granted — Vested (2,938,520) Outstanding and unvested as of September 30, 2023 39,376,147 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Stockholders' Equity Note [Abstract] | |
Summary of compensation expense and related income tax benefit related to the stock-based compensation expense recognized | The following table summarizes the compensation expense and related income tax benefit related to the Company’s stock-based compensation arrangements recognized in the accompanying condensed consolidated statements of operations during the three and nine months ended September 30, 2022 and 2023 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2022 2023 2022 2023 Stock-based compensation expense, net of $0 tax in 2022 and 2023 $ 5,964 $ 6,091 $ 20,685 $ 18,280 |
Schedule of fair value measurement of warrants | The Company estimated the fair value of its outstanding commodity swap contracts based on the following inputs as of December 31, 2022 and September 30, 2023: December 31, 2022 September 30, 2023 Significant Unobservable Inputs Input Range Weighted Average Input Range Weighted Average ULSD Gulf Coast Forward Curve $2.35 - $2.59 $ 2.48 $2.30 - $2.57 $ 2.41 Historical Differential to PADD 3 Diesel $0.88 - $1.62 $ 1.13 $0.92 - $1.62 $ 1.15 Historical Differential to PADD 5 Diesel $1.89 - $3.00 $ 2.30 $1.89 - $3.10 $ 2.41 The Company estimated the fair value of embedded derivatives in its fueling agreements under the Zero Now December 31, 2022 September 30, 2023 Significant Unobservable Inputs Input Range Weighted Average Input Range Weighted Average ULSD Gulf Coast Forward Curve $2.35 - $2.59 $ 2.48 $2.30 - $2.57 $ 2.41 Historical Differential to PADD 3 Diesel $0.88 - $1.62 $ 1.13 $0.92 - $1.62 $ 1.15 Historical Differential to PADD 5 Diesel $1.91 - $3.05 $ 2.31 $1.89 - $3.10 $ 2.41 |
Schedule of warrant activity | The following table summarizes the Amazon Warrant activity for the nine months ended September 30, 2023: Warrant Shares Outstanding and unvested as of December 31, 2022 42,314,667 Granted — Vested (2,938,520) Outstanding and unvested as of September 30, 2023 39,376,147 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
Schedule of maturities of lease receivables | The following schedule represents the Company’s maturities of lease receivables as of September 30, 2023 (in thousands): Fiscal year: Remainder of 2023 $ 240 2024 962 2025 962 2026 985 2027 1,105 Thereafter 1,218 Total minimum lease payments 5,472 Less amount representing interest (1,165) Present value of lease receivables $ 4,307 |
General (Details)
General (Details) - Tourmaline Joint Development - Tourmaline Oil Corp. $ in Millions | 1 Months Ended |
Apr. 30, 2023 CAD ($) item | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Agreement amount | $ | $ 70 |
Ownership interest (as a percent) | 50% |
Maximum number of CNG fueling stations expect to construct and commission | item | 20 |
Period for construction and commission of CNG fueling stations | 5 years |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue from Contracts with Customers | ||||
Revenue | $ 95,571 | $ 125,687 | $ 318,302 | $ 306,408 |
Contra revenue charge | 44,473 | 15,500 | ||
Fuel Sales | ||||
Revenue from Contracts with Customers | ||||
Revenue | 60,006 | 78,512 | 220,168 | 204,224 |
RIN Credits | ||||
Revenue from Contracts with Customers | ||||
Revenue | 6,784 | 9,270 | 16,664 | 26,997 |
LCFS Credits | ||||
Revenue from Contracts with Customers | ||||
Revenue | 2,846 | 2,595 | 7,618 | 10,114 |
AFTC | ||||
Revenue from Contracts with Customers | ||||
Revenue | 5,422 | 16,057 | 14,977 | 16,279 |
Total volume-related product revenue | ||||
Revenue from Contracts with Customers | ||||
Revenue | 73,686 | 106,942 | 259,123 | 256,008 |
Station construction sales | ||||
Revenue from Contracts with Customers | ||||
Revenue | 7,593 | 6,418 | 17,512 | 15,712 |
Product revenue | ||||
Revenue from Contracts with Customers | ||||
Revenue | 81,279 | 113,360 | 276,635 | 271,720 |
Volume-related, O&M services | ||||
Revenue from Contracts with Customers | ||||
Revenue | 13,646 | 11,982 | 39,603 | 33,727 |
Other services | ||||
Revenue from Contracts with Customers | ||||
Revenue | 646 | 345 | 2,064 | 961 |
Service revenue | ||||
Revenue from Contracts with Customers | ||||
Revenue | 14,292 | 12,327 | 41,667 | 34,688 |
Volume-Related | ||||
Revenue from Contracts with Customers | ||||
Gain (loss) due to changes in fair value | (1,372) | 508 | (304) | (1,606) |
Contra revenue charge | $ 16,800 | $ 7,000 | $ 44,500 | $ 15,500 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Remaining Performance Obligations (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Remaining Performance Obligations | |
Revenue, remaining performance obligation, amount | $ 26.1 |
Minimum | |
Remaining Performance Obligations | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months |
Maximum | |
Remaining Performance Obligations | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 24 months |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Contract Balances (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 87,550 | $ 91,430 |
Contract assets - current | 10,374 | 6,063 |
Contract assets - non-current | 2,563 | 2,976 |
Contract assets - total | 12,937 | 9,039 |
Contract liabilities - current | 2,586 | 5,477 |
Contract liabilities - non-current | 151 | 0 |
Contract liabilities - total | $ 2,737 | $ 5,477 |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Contract Liabilities (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Contract with customer, liability, revenue recognized | $ 4.2 | $ 2.5 |
Investments in Other Entities_2
Investments in Other Entities and Noncontrolling Interest in a Subsidiary - TotalEnergies Joint Venture (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Jun. 30, 2023 | Nov. 30, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 28, 2023 | Dec. 31, 2022 | Oct. 12, 2021 | Mar. 03, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||||||||||
Income (loss) from equity method investments | $ (3,304) | $ (728) | $ (7,109) | $ (3,598) | ||||||
Advance to DR JV | 5,500 | 0 | ||||||||
TotalEnergies | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Income (loss) from equity method investments | (500) | $ 0 | (1,900) | $ (100) | ||||||
Investment balance | $ 8,100 | $ 8,100 | $ 4,500 | |||||||
TotalEnergies | ADG RNG Production Facilities | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Investment commitment of equity in production projects | $ 400,000 | |||||||||
Investment commitment in joint venture | 50,000 | |||||||||
TotalEnergies | ADG RNG Production Facilities | TotalEnergies S.E. | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Investment commitment in joint venture | $ 50,000 | |||||||||
TotalEnergies | DR Development Agreement | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Investment commitment in joint venture | $ 5,500 | $ 7,000 | ||||||||
Initial contribution commitment | $ 4,800 | |||||||||
Capital call contribution amount | $ 11,000 | |||||||||
Contribution to joint venture | $ 5,500 | |||||||||
Advance to DR JV | 5,500 | |||||||||
Advance amount expected to refund | $ 5,500 | |||||||||
TotalEnergies | DR Development Agreement | TotalEnergies S.E. | ||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||
Investment commitment in joint venture | $ 7,000 | |||||||||
Initial contribution commitment | $ 4,800 |
Investments in Other Entities_3
Investments in Other Entities and Noncontrolling Interest in a Subsidiary - bp Joint Venture (Details) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Jun. 21, 2021 | Apr. 13, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 18, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Income (loss) from equity method investments | $ (3,304) | $ (728) | $ (7,109) | $ (3,598) | ||||||||
BP Products North America | bp Loan | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Debt issuance amount | $ 50,000 | |||||||||||
bpJV | ADG RNG Production Facilities | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Investment commitment in joint venture | $ 50,200 | $ 30,000 | ||||||||||
Additional commitment in joint venture | $ 20,000 | |||||||||||
Initial contribution commitment | 30,000 | |||||||||||
Ownership interest (as a percent) | 50% | 50% | ||||||||||
Income (loss) from equity method investments | $ (800) | $ (200) | $ (1,400) | $ (2,200) | ||||||||
Investment balance | $ 155,400 | $ 155,400 | $ 156,800 | |||||||||
bpJV | ADG RNG Production Facilities | bpJV Capital Call | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Investment commitment in joint venture | $ 71,600 | |||||||||||
Initial contribution commitment | $ 38,100 | $ 51,600 | 20,000 | |||||||||
Capital call contribution amount | 143,200 | |||||||||||
bpJV | ADG RNG Production Facilities | bpJV Capital Call 2 | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Investment commitment in joint venture | $ 38,100 | |||||||||||
Capital call contribution amount | 76,200 | |||||||||||
bpJV | ADG RNG Production Facilities | Class A Units | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Number of units received | 30 | |||||||||||
Payments to acquire units in joint venture | 20,000 | |||||||||||
Priority Return to acquire additional units | $ 200 | |||||||||||
bpJV | ADG RNG Production Facilities | bp | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Investment commitment in joint venture | $ 50,000 | |||||||||||
bpJV | ADG RNG Production Facilities | bp | bpJV Capital Call | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Investment commitment in joint venture | $ 71,600 | |||||||||||
bpJV | ADG RNG Production Facilities | bp | bpJV Capital Call 2 | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Investment commitment in joint venture | $ 38,100 | |||||||||||
bpJV | ADG RNG Production Facilities | bp | Class A Units | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Number of units received | 30 | |||||||||||
bpJV | ADG RNG Production Facilities | bp | Class B Units | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Number of units received | 20 |
Investments in Other Entities_4
Investments in Other Entities and Noncontrolling Interest in a Subsidiary - SAFE&CEC S.r.l (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 29, 2017 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Income (loss) from equity method investments | $ (3,304) | $ (728) | $ (7,109) | $ (3,598) | ||
SAFE&CEC S.r.l. | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership interest (as a percent) | 49% | |||||
Income (loss) from equity method investments | 1,100 | $ (300) | (1,300) | $ (600) | ||
Investment balance | $ 20,500 | $ 20,500 | $ 21,800 | |||
SAFE&CEC S.r.l. | Landi Renzo S.p.A. | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership interest (as a percent) | 51% |
Investments in Other Entities_5
Investments in Other Entities and Noncontrolling Interest in a Subsidiary - NG Advantage (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Oct. 14, 2014 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Loss from noncontrolling interest | $ (137) | $ (115) | $ (457) | $ (627) | ||
Investments carried at cost | 8,000 | 8,000 | ||||
NG Advantage | NG Advantage | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Noncontrolling interest, fair value | $ 7,000 | 7,000 | $ 7,500 | |||
NG Advantage | NG Advantage | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Loss from noncontrolling interest | $ 500 | $ 600 | ||||
NG Advantage | NG Advantage | NG Advantage | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Loss from noncontrolling interest | $ 100 | |||||
NG Advantage | Common unit purchase agreement | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership interest acquired | 53.30% | |||||
Ownership interest after transaction (as a percent) | 93.30% |
Cash, Cash Equivalents and Re_3
Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Restricted Cash | ||||
Cash and cash equivalents | $ 25,080 | $ 123,950 | ||
Restricted cash | 2,000 | |||
Total cash, cash equivalents and restricted cash | 27,099 | 125,950 | $ 23,123 | $ 106,456 |
Amount in excess of FDIC and CDIC limits | 25,900 | 124,800 | ||
Standby letters of credit | ||||
Restricted Cash | ||||
Restricted cash | 2,019 | 2,000 | ||
Held as collateral | ||||
Restricted Cash | ||||
Restricted cash | $ 2,000 | $ 2,000 |
Short-Term Investments (Details
Short-Term Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 149,297 | $ 139,915 |
Gross Unrealized Gain (Loss) | 28 | |
Gross Unrealized Gain (Loss) | (346) | |
Estimated Fair Value | 149,325 | 139,569 |
Zero coupon bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 74,524 | |
Gross Unrealized Gain (Loss) | (365) | |
Estimated Fair Value | 74,159 | |
U.S. government securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 148,767 | 64,861 |
Gross Unrealized Gain (Loss) | 28 | 19 |
Estimated Fair Value | 148,795 | 64,880 |
Certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 530 | 530 |
Gross Unrealized Gain (Loss) | 0 | |
Gross Unrealized Gain (Loss) | 0 | |
Estimated Fair Value | $ 530 | $ 530 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Narrative (Details) - Not Designated as Hedging Instrument - Commodity swaps gal in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 31, 2018 contract gal | Sep. 30, 2023 $ / gal gal | Dec. 31, 2022 $ / gal gal | |
Derivative [Line Items] | |||
Derivative asset, number of instruments held | contract | 2 | ||
Volumes (Diesel Gallons) | gal | 5 | 3.1 | 6.9 |
Weighted-average price per diesel gallon (in usd per gallon) | $ / gal | 3.18 | 3.18 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Summary of Commodity Derivative Activity (Details) - Not Designated as Hedging Instrument - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Derivative Assets | ||
Gross Amounts Recognized | $ 6,329 | $ 6,755 |
Gross Amounts Offset | 0 | 0 |
Net Amount Presented | 6,329 | 6,755 |
Derivative Liability | ||
Gross Amounts Recognized | 3,723 | 3,845 |
Gross Amounts Offset | 0 | 0 |
Net Amount Presented | 3,723 | 3,845 |
Commodity swaps | ||
Derivative Liability | ||
Gross Amounts Recognized | 3,723 | |
Gross Amounts Offset | 0 | |
Net Amount Presented | $ 3,723 | |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Derivative Liability Current, Related Party | |
Notes receivable and other long-term assets, net | Fueling agreements | ||
Derivative Assets | ||
Gross Amounts Recognized | $ 2,735 | 5,115 |
Gross Amounts Offset | 0 | 0 |
Net Amount Presented | 2,735 | 5,115 |
Prepaid expenses and other current assets | Fueling agreements | ||
Derivative Assets | ||
Gross Amounts Recognized | 3,594 | 1,640 |
Gross Amounts Offset | 0 | 0 |
Net Amount Presented | $ 3,594 | 1,640 |
Current portion of derivative liabilities, related party | Commodity swaps | ||
Derivative Assets | ||
Gross Amounts Offset | 0 | |
Derivative Liability | ||
Gross Amounts Recognized | 2,415 | |
Net Amount Presented | 2,415 | |
Long-term portion of derivative liabilities, related party | Commodity swaps | ||
Derivative Assets | ||
Gross Amounts Offset | 0 | |
Derivative Liability | ||
Gross Amounts Recognized | 1,430 | |
Net Amount Presented | $ 1,430 |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Schedule of Weighted-Average Price of Open Commodity Swap Contracts (Details) - Not Designated as Hedging Instrument | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 $ / gal gal | Dec. 31, 2022 $ / gal gal | |
Commodity Swap 2023 | ||
Derivative [Line Items] | ||
Volumes (Diesel Gallons) | gal | 1,250,000 | 5,000,000 |
Weighted-Average Price per Diesel Gallon (in usd per gallon) | $ / gal | 3.18 | 3.18 |
Commodity Swap 2024 | ||
Derivative [Line Items] | ||
Volumes (Diesel Gallons) | gal | 1,875,000 | 1,875,000 |
Weighted-Average Price per Diesel Gallon (in usd per gallon) | $ / gal | 3.18 | 3.18 |
Fair Value Measurements - Commo
Fair Value Measurements - Commodity Swap Contracts (Details) - Not Designated as Hedging Instrument - Valuation Technique, Discounted Cash Flow - Level 3 | Sep. 30, 2023 | Dec. 31, 2022 |
Commodity swaps | Minimum | ULSD Gulf Coast Forward Curve | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 2.30 | 2.35 |
Commodity swaps | Minimum | Historical Differential to PADD 3 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 0.92 | 0.88 |
Commodity swaps | Minimum | Historical Differential to PADD 5 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.89 | 1.89 |
Commodity swaps | Maximum | ULSD Gulf Coast Forward Curve | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 2.57 | 2.59 |
Commodity swaps | Maximum | Historical Differential to PADD 3 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.62 | 1.62 |
Commodity swaps | Maximum | Historical Differential to PADD 5 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 3.10 | 3 |
Commodity swaps | Weighted Average | ULSD Gulf Coast Forward Curve | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 2.41 | 2.48 |
Commodity swaps | Weighted Average | Historical Differential to PADD 3 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.15 | 1.13 |
Commodity swaps | Weighted Average | Historical Differential to PADD 5 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 2.41 | 2.30 |
Fueling agreements | Minimum | ULSD Gulf Coast Forward Curve | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 2.30 | 2.35 |
Fueling agreements | Minimum | Historical Differential to PADD 3 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 0.92 | 0.88 |
Fueling agreements | Minimum | Historical Differential to PADD 5 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.89 | 1.91 |
Fueling agreements | Maximum | ULSD Gulf Coast Forward Curve | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 2.57 | 2.59 |
Fueling agreements | Maximum | Historical Differential to PADD 3 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.62 | 1.62 |
Fueling agreements | Maximum | Historical Differential to PADD 5 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 3.10 | 3.05 |
Fueling agreements | Weighted Average | ULSD Gulf Coast Forward Curve | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 2.41 | 2.48 |
Fueling agreements | Weighted Average | Historical Differential to PADD 3 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.15 | 1.13 |
Fueling agreements | Weighted Average | Historical Differential to PADD 5 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 2.41 | 2.31 |
Fair Value Measurements - Conve
Fair Value Measurements - Convertible Promissory Note (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Nov. 07, 2022 |
Fair Value Measurements | |||
Interest rate | 7% | ||
Convertible promissory note | |||
Fair Value Measurements | |||
Interest rate | 7% | ||
Convertible promissory note | Risk-free interest rate | |||
Fair Value Measurements | |||
Debt instrument, measurement input | $ 5.52 | $ 4.57 | |
Convertible promissory note | Credit adjustment | |||
Fair Value Measurements | |||
Debt instrument, measurement input | 6.65 | 8.36 | |
Convertible promissory note | Credit adjusted discount rate | |||
Fair Value Measurements | |||
Debt instrument, measurement input | $ 12.17 | $ 12.93 |
Fair Value Measurements - Trans
Fair Value Measurements - Transfers (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Asset transferred level 3 net | $ 0 | $ 0 |
Liabilities transferred level 3 net | $ 0 | $ 0 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Assets: | ||
Available-for-sale securities | $ 149,325 | $ 139,569 |
Short-term investments | 149,325 | 139,569 |
U.S. government securities | ||
Assets: | ||
Available-for-sale securities | 148,795 | 64,880 |
Zero coupon bonds | ||
Assets: | ||
Available-for-sale securities | 74,159 | |
Certificates of deposit | ||
Assets: | ||
Available-for-sale securities | 530 | 530 |
Fair value measured on recurring basis | U.S. government securities | ||
Assets: | ||
Available-for-sale securities | 148,795 | 64,880 |
Fair value measured on recurring basis | Zero coupon bonds | ||
Assets: | ||
Available-for-sale securities | 74,159 | |
Fair value measured on recurring basis | Convertible promissory note | ||
Assets: | ||
Available-for-sale securities | 1,880 | |
Short-term investments | 3,528 | |
Fair value measured on recurring basis | Certificates of deposit | ||
Assets: | ||
Short-term investments | 530 | |
Derivative assets | 530 | |
Fair value measured on recurring basis | Embedded derivatives | ||
Assets: | ||
Derivative assets | 6,329 | 6,755 |
Fair value measured on recurring basis | Commodity swap contracts | ||
Liabilities: | ||
Derivative liabilities | 3,723 | 3,845 |
Fair value measured on recurring basis | Level 1 | U.S. government securities | ||
Assets: | ||
Available-for-sale securities | 148,795 | 64,880 |
Fair value measured on recurring basis | Level 1 | Zero coupon bonds | ||
Assets: | ||
Available-for-sale securities | 0 | |
Fair value measured on recurring basis | Level 1 | Convertible promissory note | ||
Assets: | ||
Available-for-sale securities | 0 | |
Short-term investments | 0 | |
Fair value measured on recurring basis | Level 1 | Certificates of deposit | ||
Assets: | ||
Short-term investments | 0 | |
Derivative assets | 0 | |
Fair value measured on recurring basis | Level 1 | Embedded derivatives | ||
Assets: | ||
Derivative assets | 0 | |
Fair value measured on recurring basis | Level 1 | Commodity swap contracts | ||
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Fair value measured on recurring basis | Level 2 | U.S. government securities | ||
Assets: | ||
Available-for-sale securities | 0 | 0 |
Fair value measured on recurring basis | Level 2 | Zero coupon bonds | ||
Assets: | ||
Available-for-sale securities | 74,159 | |
Fair value measured on recurring basis | Level 2 | Convertible promissory note | ||
Assets: | ||
Available-for-sale securities | 0 | |
Short-term investments | 0 | |
Fair value measured on recurring basis | Level 2 | Certificates of deposit | ||
Assets: | ||
Short-term investments | 530 | |
Derivative assets | 530 | |
Fair value measured on recurring basis | Level 2 | Embedded derivatives | ||
Assets: | ||
Derivative assets | 0 | |
Fair value measured on recurring basis | Level 2 | Commodity swap contracts | ||
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Fair value measured on recurring basis | Level 3 | U.S. government securities | ||
Assets: | ||
Available-for-sale securities | 0 | 0 |
Fair value measured on recurring basis | Level 3 | Zero coupon bonds | ||
Assets: | ||
Available-for-sale securities | 0 | |
Fair value measured on recurring basis | Level 3 | Convertible promissory note | ||
Assets: | ||
Available-for-sale securities | 1,880 | |
Short-term investments | 3,528 | |
Fair value measured on recurring basis | Level 3 | Certificates of deposit | ||
Assets: | ||
Short-term investments | 0 | |
Derivative assets | 0 | |
Fair value measured on recurring basis | Level 3 | Embedded derivatives | ||
Assets: | ||
Derivative assets | 6,329 | 6,755 |
Fair value measured on recurring basis | Level 3 | Commodity swap contracts | ||
Liabilities: | ||
Derivative liabilities | $ 3,723 | $ 3,845 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Recognition - Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Reconciliation of the beginning and ending balances of assets measured at fair value using significant unobservable inputs (Level 3) | ||||
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Revenue from Contract with Customer, Excluding Assessed Tax | Revenue from Contract with Customer, Excluding Assessed Tax | ||
Fair Value, Asset, Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income [Extensible List] | Revenue from Contract with Customer, Excluding Assessed Tax | Revenue from Contract with Customer, Excluding Assessed Tax | ||
Embedded derivatives | ||||
Reconciliation of the beginning and ending balances of assets measured at fair value using significant unobservable inputs (Level 3) | ||||
Beginning balance | $ 6,837 | $ 11,345 | $ 6,755 | $ 6,776 |
Total gain (loss) | (508) | (4,899) | (426) | (330) |
Ending balance | 6,329 | 6,446 | 6,329 | 6,446 |
Change in unrealized gain (loss) included in earnings | (508) | $ (4,899) | (426) | $ (330) |
Convertible promissory note | ||||
Reconciliation of the beginning and ending balances of assets measured at fair value using significant unobservable inputs (Level 3) | ||||
Beginning balance | 4,295 | 1,880 | ||
Total gain (loss) | (1,084) | 21 | ||
Purchases | 1,243 | 3,721 | ||
Ending balance | 3,528 | 3,528 | ||
Change in unrealized gain (loss) included in earnings | (1,084) | 21 | ||
Equity method investment loss | $ (926) | $ (2,094) |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value Recognition - Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Reconciliation of the beginning and ending balances of liabilities measured at fair value using significant unobservable inputs (Level 3) | ||||
Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income [Extensible List] | Revenue from Contract with Customer, Excluding Assessed Tax | Revenue from Contract with Customer, Excluding Assessed Tax | ||
Commodity swap contracts | ||||
Reconciliation of the beginning and ending balances of liabilities measured at fair value using significant unobservable inputs (Level 3) | ||||
Beginning Balance | $ (2,779) | $ (11,034) | $ (3,845) | $ (4,383) |
Settlements, net | 1,893 | 1,942 | 2,926 | 5,843 |
Total gain (loss) | (2,837) | 3,486 | $ (2,804) | $ (7,066) |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Revenue from Contract with Customer, Excluding Assessed Tax | Revenue from Contract with Customer, Excluding Assessed Tax | ||
Ending Balance | (3,723) | (5,606) | $ (3,723) | $ (5,606) |
Change in unrealized gain (loss) included in earnings | (944) | 5,428 | $ 122 | (1,223) |
Embedded derivatives | ||||
Reconciliation of the beginning and ending balances of liabilities measured at fair value using significant unobservable inputs (Level 3) | ||||
Beginning Balance | (80) | (32) | ||
Total gain (loss) | 80 | (21) | (53) | |
Ending Balance | (53) | (53) | ||
Change in unrealized gain (loss) included in earnings | $ 80 | $ (21) | $ (53) |
Other Receivables (Details)
Other Receivables (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Other Receivables | ||
Other receivables | $ 36,509 | $ 17,026 |
Loans to customers to finance vehicle purchases | ||
Other Receivables | ||
Other receivables | 309 | 523 |
Accrued customer billings | ||
Other Receivables | ||
Other receivables | 8,703 | 4,910 |
Fuel tax credits | ||
Other Receivables | ||
Other receivables | 15,143 | 9,462 |
Other | ||
Other Receivables | ||
Other receivables | $ 12,354 | $ 2,131 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials and spare parts | $ 40,472 | $ 37,144 |
Total inventory | $ 40,472 | $ 37,144 |
Land, Property and Equipment (D
Land, Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Land, Property and Equipment | |||||
Land, property and equipment, gross | $ 793,523 | $ 793,523 | $ 721,912 | ||
Less accumulated depreciation | (487,535) | (487,535) | (457,844) | ||
Total land, property and equipment, net | 305,988 | 305,988 | 264,068 | ||
Capitalized software costs, net | 36,300 | 36,300 | 35,300 | ||
Accumulated amortization on the capitalized software costs | 33,500 | 33,500 | 32,100 | ||
Amortization expense related to the capitalized software costs | 500 | $ 700 | 1,400 | $ 1,300 | |
Amount included in accounts payable balances | 13,000 | 12,900 | |||
Land | |||||
Land, Property and Equipment | |||||
Land, property and equipment, gross | 3,620 | 3,620 | 3,476 | ||
LNG liquefaction plants | |||||
Land, Property and Equipment | |||||
Land, property and equipment, gross | 96,786 | 96,786 | 94,790 | ||
Station equipment | |||||
Land, Property and Equipment | |||||
Land, property and equipment, gross | 396,651 | 396,651 | 353,104 | ||
Trailers | |||||
Land, Property and Equipment | |||||
Land, property and equipment, gross | 72,753 | 72,753 | 73,253 | ||
Other equipment | |||||
Land, Property and Equipment | |||||
Land, property and equipment, gross | 98,703 | 98,703 | 106,184 | ||
Construction in progress | |||||
Land, Property and Equipment | |||||
Land, property and equipment, gross | $ 125,010 | $ 125,010 | $ 91,105 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued alternative fuels incentives | $ 34,261 | $ 34,239 |
Accrued employee benefits | 5,091 | 5,128 |
Accrued gas and equipment purchases | 16,914 | 22,008 |
Accrued interest | 1,471 | 1,827 |
Accrued property and other taxes | 3,898 | 3,782 |
Accrued salaries and wages | 8,016 | 6,857 |
Other | 13,490 | 16,238 |
Total accrued liabilities | $ 83,141 | $ 90,079 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Principal Balances | ||
Total debt | $ 150,255 | $ 150,093 |
Less amounts due within one year | (38) | (93) |
Total long-term debt | 150,217 | 150,000 |
Unamortized Debt Financing Costs | ||
Total debt | 5,304 | 4,529 |
Less amounts due within one year | 0 | 0 |
Total long-term debt | 5,304 | 4,529 |
Balance, Net of Financing Costs | ||
Total debt | 144,951 | 145,564 |
Less amounts due within one year | (38) | (93) |
Total long-term debt | 144,913 | 145,471 |
Riverstone Term Loan | ||
Principal Balances | ||
Total debt | 150,000 | 150,000 |
Unamortized Debt Financing Costs | ||
Total debt | 5,304 | 4,529 |
Balance, Net of Financing Costs | ||
Total debt | 144,696 | 145,471 |
Other debt | ||
Principal Balances | ||
Total debt | 255 | 93 |
Unamortized Debt Financing Costs | ||
Total debt | 0 | 0 |
Balance, Net of Financing Costs | ||
Total debt | $ 255 | $ 93 |
Debt - Riverstone Credit Agreem
Debt - Riverstone Credit Agreement (Details) - Riverstone Credit Agreement | Dec. 22, 2022 USD ($) |
Debt Instrument [Line Items] | |
Proceeds from loan | $ 150,000,000 |
Elected under SOFR | |
Debt Instrument [Line Items] | |
Applicable margin (as a percent) | 7.25% |
Floor rate (as a percent) | 1.50% |
Elected under ABR | |
Debt Instrument [Line Items] | |
Applicable margin (as a percent) | 6.25% |
Floor rate (as a percent) | 2.50% |
1 year to 18 months | |
Debt Instrument [Line Items] | |
Call premium (as a percent) | 2% |
18 months to 24 months | |
Debt Instrument [Line Items] | |
Call premium (as a percent) | 2.50% |
Thereafter | |
Debt Instrument [Line Items] | |
Call premium (as a percent) | 3% |
Federal Funds | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 0.50% |
SOFR | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 1.00% |
Applicable margin (as a percent) | 6.50% |
ABR | |
Debt Instrument [Line Items] | |
Interest rate (as a percent) | 5.50% |
Debt - Other Debt (Details)
Debt - Other Debt (Details) $ in Millions | 1 Months Ended | |||
May 31, 2023 USD ($) installment | Sep. 30, 2023 | Dec. 31, 2022 | Nov. 07, 2022 | |
Long-term debt [Line Items] | ||||
Interest rate | 7% | |||
Other debt | ||||
Long-term debt [Line Items] | ||||
Interest rate | 13.38% | 4.75% | ||
Other debt | Sale and leaseback arrangement | ||||
Long-term debt [Line Items] | ||||
Proceeds from sale of equipment in sale-leaseback agreement | $ | $ 0.3 | |||
Number of equal monthly installments | installment | 60 | |||
Sale leaseback transaction, term | 5 years | |||
Annual rate (as a percent) | 13.38% |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net loss attributable to Clean Energy Fuels Corp. | $ (25,812) | $ (8,973) | $ (80,810) | $ (46,399) |
Weighted-average common shares outstanding | 222,973,575 | 222,239,376 | 222,867,303 | 222,409,802 |
Dilutive effect of potential common shares from restricted stock units and stock options | 0 | 0 | 0 | 0 |
Weighted-average common shares outstanding - diluted | 222,973,575 | 222,239,376 | 222,867,303 | 222,409,802 |
Basic loss per share (in dollars per share) | $ (0.12) | $ (0.04) | $ (0.36) | $ (0.21) |
Diluted loss per share (in dollars per share) | $ (0.12) | $ (0.04) | $ (0.36) | $ (0.21) |
Net Loss Per Share - Anti-dilut
Net Loss Per Share - Anti-dilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net Loss Per Share | ||||
Anti-dilutive securities (in shares) | 77,090,476 | 75,618,289 | 77,090,476 | 75,618,289 |
Stock options | ||||
Net Loss Per Share | ||||
Anti-dilutive securities (in shares) | 17,955,617 | 16,170,384 | 17,955,617 | 16,170,384 |
Restricted stock units | ||||
Net Loss Per Share | ||||
Anti-dilutive securities (in shares) | 367,145 | 680,191 | 367,145 | 680,191 |
Amazon warrant shares | ||||
Net Loss Per Share | ||||
Anti-dilutive securities (in shares) | 58,767,714 | 58,767,714 | 58,767,714 | 58,767,714 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Stock-based compensation expense, net of $0 tax in 2022 and 2023 | $ 6,091 | $ 5,964 | $ 18,280 | $ 20,685 |
Stock-based compensation expense, tax | 0 | $ 0 | 0 | $ 0 |
Unrecognized compensation cost | 16,900 | $ 16,900 | ||
Unrecognized compensation cost, weighted-average period | 1 year 3 months 18 days | |||
Total unrecognized compensation cost related to non-vested shares | $ 4,100 | $ 4,100 |
Stock-Based Compensation - Amaz
Stock-Based Compensation - Amazon Warrant (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jun. 14, 2021 | Apr. 16, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Contra revenue charge | $ 44,473 | $ 15,500 | |||||
Amazon Warrant | Transaction Agreement With Amazon | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Aggregate number of warrant shares (in shares) | 5,625,959 | 53,141,755 | |||||
Total discretionary fuel purchases | $ 500,000 | ||||||
Exercise price of the warrant (in dollars per share) | $ 13.49 | $ 13.49 | |||||
Amazon Warrant | Prepaid expenses and other current assets | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Customer incentive assets | $ 4,000 | 4,000 | $ 22,200 | ||||
Amazon Warrant | Vesting over the second year | Transaction Agreement With Amazon | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Contra revenue charge | $ 16,800 | $ 7,000 | $ 44,500 | $ 15,500 |
Stock-Based Compensation - Am_2
Stock-Based Compensation - Amazon Warrant Activity (Details) - Amazon Warrant | 9 Months Ended |
Sep. 30, 2023 USD ($) shares | |
Class of Warrant or Right [Line Items] | |
Outstanding and unvested Beginning Balance | $ | $ 42,314,667 |
Granted | 0 |
Vested | (2,938,520) |
Outstanding and unvested as of Ending Balance | $ | $ 39,376,147 |
Number of warrants vested | 2,938,520 |
Stockholders' Equity - Authoriz
Stockholders' Equity - Authorized Shares (Details) - shares | Sep. 30, 2023 | Dec. 31, 2022 | Jun. 14, 2021 | Jun. 13, 2021 |
Stockholders' Equity Note [Abstract] | ||||
Authorized shares (in shares) | 455,000,000 | 454,000,000 | 304,000,000 | |
Common stock, authorized (in shares) | 454,000,000 | 454,000,000 | ||
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 |
Stockholders' Equity - Share Re
Stockholders' Equity - Share Repurchase Program (Details) - USD ($) $ in Thousands | 3 Months Ended | 43 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Dec. 07, 2021 | Dec. 06, 2021 | Mar. 12, 2020 | |
Stockholders' Equity Note [Abstract] | ||||||
Approved share repurchase program | $ 50,000 | $ 30,000 | $ 30,000 | |||
Cost to repurchase common stock | $ 3,121 | $ 3,001 | ||||
Stock repurchase program total stock repurchased | 9,387,340 | |||||
Amount utilized under the repurchase plan | $ 23,500 | |||||
Authorized funds remaining under the Repurchase Program | $ 26,500 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ (47) | $ 106 | $ (166) | $ 223 |
Income tax benefit | $ 47 | $ (106) | 166 | $ (223) |
Unrecognized tax benefits, increase from portion of AFTC revenue offset by the fuel tax | $ 3,400 |
Commitments and Contingencies -
Commitments and Contingencies - Long-Term Take-or-Pay Natural Gas Purchase Contracts (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Nov. 07, 2022 |
Fixed commitments under the contract payable in future | ||
Interest rate | 7% | |
Loan Commitment to an Equity Method Investee | ||
Fixed commitments under the contract payable in future | ||
Irrevocably committed amount | $ 5.5 | |
Convertible promissory note | ||
Fixed commitments under the contract payable in future | ||
Interest rate | 7% | |
Natural Gas Supply Agreement | DGS | ||
Fixed commitments under the contract payable in future | ||
2023 | $ 7 | |
2024 | $ 13.2 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases | ||||
Sales-type lease, interest income | $ 0.1 | $ 0.1 | $ 0.3 | $ 0.3 |
Leases - Maturities of Lease Re
Leases - Maturities of Lease Receivables (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Fiscal year: | |
Remainder of 2023 | $ 240 |
2024 | 962 |
2025 | 962 |
2026 | 985 |
2027 | 1,105 |
Thereafter | 1,218 |
Total minimum lease payments | 5,472 |
Less amount representing interest | (1,165) |
Present value of lease receivables | $ 4,307 |
Alternative Fuel Excise Tax Cre
Alternative Fuel Excise Tax Credit (Details) | Jan. 01, 2022 $ / gal |
Alternative Fuel Excise Tax Credit | |
Federal alternative fuels tax credit - CNG (in dollars per gasoline gallon equivalent) | 0.50 |
Federal alternative fuels tax credit - LNG (in dollars per liquid gallon) | 0.50 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jun. 28, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||
Advance given | $ 5,500 | $ 0 | ||||
Amount provided for funding in certain equity method investee | $ 1,200 | 3,500 | ||||
Outstanding balance | 144,951 | 144,951 | $ 145,564 | |||
Convertible promissory note | ||||||
Related Party Transaction [Line Items] | ||||||
Outstanding balance | 3,500 | 3,500 | 1,900 | |||
Related Party | TOTALEnergies S.E. | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from related party | $ 2,800 | 1,400 | 5,700 | |||
Receivables from related party | 2,500 | |||||
Related party expense | 1,200 | 2,500 | 3,700 | 6,100 | ||
Payable to related parties | 700 | 700 | 200 | |||
Related Party | SAFE&CEC S.r.l. | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from related party | 300 | 200 | ||||
Receivables from related party | 200 | 200 | 300 | |||
Related party expense | 1,800 | 2,800 | 11,100 | 8,500 | ||
Payable to related parties | 5,900 | 5,900 | 3,300 | |||
Related Party | TotalEnergies JV and bpJV | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from related party | 600 | 200 | 3,500 | 1,100 | ||
Related party expense | 200 | 300 | ||||
Related Party | DR JV | ||||||
Related Party Transaction [Line Items] | ||||||
Advance given | $ 5,500 | |||||
Receivables from related party | 5,500 | 5,500 | ||||
Related Party | Management Fee for Services | TotalEnergies JV and bpJV | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from related party | 1,100 | 300 | 2,200 | 900 | ||
Receivables from related party | 300 | 300 | 500 | |||
Related Party | Business Expenses Reimbursement | TotalEnergies JV and bpJV | ||||||
Related Party Transaction [Line Items] | ||||||
Receivables from related party | 700 | 700 | 600 | |||
Related party expense | 0 | 1,200 | 0 | |||
Related Party | Sharing of Environmental Credits | TotalEnergies JV and bpJV | ||||||
Related Party Transaction [Line Items] | ||||||
Payable to related parties | 400 | 400 | 0 | |||
Other Equity Method Investees | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from related party | 200 | $ 0 | 500 | $ 0 | ||
Receivables from related party | $ 500 | $ 500 | $ 100 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (25,812) | $ (8,973) | $ (80,810) | $ (46,399) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Andrew Littlefair Trading Plan | Andrew J. Littlefair | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | None. |