Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 22, 2024 | Jun. 30, 2023 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding (in shares) | 223,238,496 | ||
Entity Public Float | $ 879,338,902 | ||
Auditor Name | KPMG LLP | ||
Auditor Firm ID | 185 | ||
Auditor Location | Irvine, California | ||
Entity Central Index Key | 0001368265 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash, cash equivalents and current portion of restricted cash | $ 106,963 | $ 125,950 |
Short-term investments | 158,186 | 139,569 |
Accounts receivable, net of allowance of $1,375 and $1,471 as of December 31, 2022 and September 30, 2023, respectively | 98,426 | 91,430 |
Other receivables | 19,770 | 17,026 |
Inventory | 45,335 | 37,144 |
Prepaid expenses and other current assets | 41,495 | 60,601 |
Total current assets | 470,175 | 471,720 |
Operating lease right-of-use assets | 92,324 | 52,586 |
Land, property and equipment, net | 331,758 | 264,068 |
Notes receivable and other long-term assets, net | 35,735 | 30,467 |
Investments in other entities | 258,773 | 193,273 |
Goodwill | 64,328 | 64,328 |
Intangible assets, net | 6,365 | 5,915 |
Total assets | 1,259,458 | 1,082,357 |
Current liabilities: | ||
Current portion of debt | 38 | 93 |
Current portion of finance lease obligations | 1,758 | 948 |
Current portion of operating lease obligations | 6,687 | 4,206 |
Accounts payable | 56,995 | 44,435 |
Accrued liabilities | 91,534 | 90,079 |
Deferred revenue | 4,936 | 5,970 |
Derivative liabilities, related party | 1,875 | 2,415 |
Total current liabilities | 163,823 | 148,146 |
Long-term portion of debt | 261,123 | 145,471 |
Long-term portion of finance lease obligations | 1,839 | 2,134 |
Long-term portion of operating lease obligations | 89,065 | 48,911 |
Long-term portion of derivative liabilities, related party | 0 | 1,430 |
Other long-term liabilities | 9,961 | 8,794 |
Total liabilities | 525,811 | 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 | 1,658,339 | 1,553,668 |
Accumulated deficit | (929,472) | (829,975) |
Accumulated other comprehensive loss | (2,119) | (3,722) |
Total Clean Energy Fuels Corp. stockholders' equity | 726,770 | 719,993 |
Noncontrolling interest in subsidiary | 6,877 | 7,478 |
Total stockholders' equity | 733,647 | 727,471 |
Total liabilities and stockholders' equity | $ 1,259,458 | $ 1,082,357 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 1,475 | $ 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) | 223,026,966 | 222,437,429 |
Common stock, outstanding (in shares) | 223,026,966 | 222,437,429 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue: | |||
Total revenue | $ 425,159 | $ 420,164 | $ 255,646 |
Cost of sales (exclusive of depreciation and amortization shown separately below): | |||
Selling, general and administrative | 112,265 | 109,456 | 89,906 |
Depreciation and amortization | 45,674 | 54,674 | 45,184 |
Total operating expenses | 501,559 | 471,871 | 350,694 |
Operating loss | (76,400) | (51,707) | (95,048) |
Interest expense | (22,924) | (6,308) | (4,430) |
Interest income | 11,148 | 3,374 | 1,082 |
Other income, net | 165 | 95 | 905 |
Loss from equity method investments | (12,510) | (4,824) | (430) |
Gain from sale of certain assets of subsidiary | 0 | 0 | 3,885 |
Loss before income taxes | (100,521) | (59,370) | (94,036) |
Income tax (expense) benefit | 423 | (220) | (119) |
Net loss | (100,098) | (59,590) | (94,155) |
Loss attributable to noncontrolling interest | 601 | 857 | 1,009 |
Net loss attributable to Clean Energy Fuels Corp. | $ (99,497) | $ (58,733) | $ (93,146) |
Net loss attributable to Clean Energy Fuels Corp. per share: | |||
Basic (in dollars per share) | $ (0.45) | $ (0.26) | $ (0.44) |
Diluted (in dollars per share) | $ (0.45) | $ (0.26) | $ (0.44) |
Weighted-average common shares outstanding: | |||
Basic (in shares) | 222,904,785 | 222,414,790 | 213,118,694 |
Diluted (in shares) | 222,904,785 | 222,414,790 | 213,118,694 |
Product revenue | |||
Revenue: | |||
Total revenue | $ 369,824 | $ 372,995 | $ 213,133 |
Cost of sales (exclusive of depreciation and amortization shown separately below): | |||
Cost of sales | 309,901 | 279,748 | 189,600 |
Service revenue | |||
Revenue: | |||
Total revenue | 55,335 | 47,169 | 42,513 |
Cost of sales (exclusive of depreciation and amortization shown separately below): | |||
Cost of sales | $ 33,719 | $ 27,993 | $ 26,004 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net loss | $ (100,098) | $ (59,590) | $ (94,155) |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustments, net of $0 tax in 2022 and 2023 | 1,261 | (1,773) | (1,394) |
Unrealized gain (loss) on available-for-sale securities, net of $0 tax in 2022 and 2023 | 342 | (327) | (19) |
Total other comprehensive income (loss) | 1,603 | (2,100) | (1,413) |
Comprehensive loss | (98,495) | (61,690) | (95,568) |
Clean Energy Fuels Corp. | |||
Net loss | (99,497) | (58,733) | (93,146) |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustments, net of $0 tax in 2022 and 2023 | 1,261 | (1,773) | (1,394) |
Unrealized gain (loss) on available-for-sale securities, net of $0 tax in 2022 and 2023 | 342 | (327) | (19) |
Total other comprehensive income (loss) | 1,603 | (2,100) | (1,413) |
Comprehensive loss | (97,894) | (60,833) | (94,559) |
Noncontrolling Interest | |||
Net loss | (601) | (857) | (1,009) |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustments, net of $0 tax in 2022 and 2023 | 0 | 0 | 0 |
Unrealized gain (loss) on available-for-sale securities, net of $0 tax in 2022 and 2023 | 0 | 0 | 0 |
Total other comprehensive income (loss) | 0 | 0 | 0 |
Comprehensive loss | $ (601) | $ (857) | $ (1,009) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Foreign currency translation adjustment, tax | $ 0 | $ 0 | $ 0 |
Unrealized gains on available-for sale securities, tax | $ 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, 2020 | $ 20 | $ 1,191,791 | $ (678,096) | $ (209) | $ 9,344 | $ 522,850 |
Beginning balance (in shares) at Dec. 31, 2020 | 198,491,204 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock | $ 2 | 197,919 | 197,921 | |||
Issuance of common stock (in shares) | 24,646,419 | |||||
Repurchase of common stock | (2,916) | (2,916) | ||||
Repurchase of common stock (in shares) | (452,700) | |||||
Stock-based compensation | 14,994 | 14,994 | ||||
Stock-based sales incentive charges | 118,130 | 118,130 | ||||
Net loss | (93,146) | (1,009) | (94,155) | |||
Other comprehensive income (loss) | (1,413) | 0 | (1,413) | |||
Ending balance at Dec. 31, 2021 | $ 22 | 1,519,918 | (771,242) | (1,622) | 8,335 | 755,411 |
Ending balance (in shares) at Dec. 31, 2021 | 222,684,923 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock | $ 0 | 1,365 | 1,365 | |||
Issuance of common stock (in shares) | 942,760 | |||||
Repurchase of common stock | $ 0 | (6,122) | (6,122) | |||
Repurchase of common stock (in shares) | (1,190,254) | |||||
Stock-based compensation | 26,473 | 26,473 | ||||
Stock-based sales incentive charges | 12,034 | 12,034 | ||||
Net loss | (58,733) | (857) | (59,590) | |||
Other comprehensive income (loss) | (2,100) | 0 | (2,100) | |||
Ending balance at Dec. 31, 2022 | $ 22 | 1,553,668 | (829,975) | (3,722) | 7,478 | $ 727,471 |
Ending balance (in shares) at Dec. 31, 2022 | 222,437,429 | 222,437,429 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock | $ 0 | 685 | $ 686 | |||
Issuance of common stock (in shares) | 589,537 | |||||
Repurchase of common stock | (175) | $ (175) | ||||
Repurchase of common stock (in shares) | 0 | |||||
Stock-based compensation | 23,336 | $ 23,336 | ||||
Stock-based sales incentive charges | 38,388 | 38,388 | ||||
Net loss | (99,497) | (601) | (100,098) | |||
Other comprehensive income (loss) | 1,603 | 0 | 1,603 | |||
Issuance of common stock warrants | 42,435 | 42,435 | ||||
Ending balance at Dec. 31, 2023 | $ 22 | $ 1,658,339 | $ (929,472) | $ (2,119) | $ 6,877 | $ 733,647 |
Ending balance (in shares) at Dec. 31, 2023 | 223,026,966 | 223,026,966 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net loss | $ (100,098) | $ (59,590) | $ (94,155) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 45,674 | 54,674 | 45,184 |
Provision for credit losses and inventory | 1,773 | 2,035 | 1,257 |
Stock-based compensation expense | 23,336 | 26,473 | 14,994 |
Stock-based sales incentive charges | 60,609 | 24,302 | 83,641 |
Change in fair value of derivative instruments | 158 | (517) | 3,490 |
Amortization of discount and debt issuance cost | (4,708) | (1,712) | 20 |
Gain on disposal of property and equipment | 863 | 12 | 1,365 |
Loss on extinguishment of debt | 5,367 | 3,413 | 39 |
Gain from sale of certain assets of subsidiary | 0 | 0 | (3,885) |
Asset impairments and other charges | 634 | 0 | 0 |
Loss from equity method investments | 12,510 | 4,824 | 430 |
Non-cash lease expense | 6,854 | 3,400 | 2,945 |
Deferred income taxes | (515) | 173 | 69 |
Expense reimbursement from JV | 0 | 0 | 1,640 |
Changes in operating assets and liabilities: | |||
Accounts and other receivables | (7,711) | (1,072) | (24,260) |
Inventory | (11,391) | (9,318) | (5,704) |
Prepaid expenses and other assets | 510 | (1,366) | (10,498) |
Operating lease liabilities | (3,957) | (3,314) | (3,053) |
Accounts payable | 14,770 | 9,324 | 6,615 |
Deferred revenue | (883) | (1,281) | 4,550 |
Accrued liabilities and other | (18) | 16,271 | 16,614 |
Net cash provided by (used in) operating activities | 43,777 | 66,731 | 41,298 |
Cash flows from investing activities: | |||
Purchases of short-term investments | (491,253) | (410,027) | (324,170) |
Maturities and sales of short-term investments | 479,288 | 401,639 | 223,991 |
Purchases of and deposits on property and equipment | (100,934) | (44,518) | (23,075) |
Grant proceeds for capital projects | 1,947 | 0 | 0 |
Disbursements for loans receivable | (3,500) | (2,310) | (3,905) |
Proceeds from paydowns, maturities, and sales of loans receivables | 2,256 | 1,116 | 421 |
Cash received from sale of certain assets of subsidiary, net | 0 | 3,885 | 887 |
Investments in other entities | (73,450) | (89,700) | (78,919) |
Payment and deposits on equipment and manure rights for RNG production projects | (20,348) | (8,986) | (5,830) |
Proceeds received for joint development and construction of station projects | 3,224 | 0 | 0 |
Advance to DR JV | (5,500) | 0 | 0 |
Proceeds from repayment of advance by DR JV | 5,500 | 0 | 0 |
Proceeds from settlement of insurance claims | 495 | 0 | 0 |
Proceeds from disposal of property and equipment | 262 | 360 | 2,941 |
Net cash (used in) investing activities | (202,013) | (148,541) | (207,659) |
Cash flows from financing activities: | |||
Issuance of common stock | 242 | 1,365 | 204,455 |
Repurchase of common stock | 0 | (6,122) | (2,916) |
Payments of tax withholdings on net settlement of equity awards | (175) | 0 | 0 |
Fees paid for issuance of common stock | 0 | 0 | (6,534) |
Fees paid for lender and debt issuance costs | (9,484) | (486) | (1,277) |
Proceeds for Adopt-a-Port program | 955 | 1,410 | 5,815 |
Repayment of proceeds for Adopt-a-Port program | (1,441) | (1,163) | (360) |
Proceeds from debt instruments | 300,255 | 159,883 | 4,400 |
Proceeds from revolving line of credit | 0 | 1,700 | 1,450 |
Repayments of borrowing under revolving line of credit | 0 | (1,700) | (1,450) |
Repayments of debt instruments and finance lease obligations | (151,148) | (49,999) | (50,737) |
Payments of debt extinguishment costs | (83) | (3,239) | (14) |
Net cash (used in) financing activities | 139,121 | 101,649 | 152,832 |
Effect of exchange rates on cash, cash equivalents and restricted cash | 128 | (345) | 8 |
Net (decrease) in cash, cash equivalents and restricted cash | (18,987) | 19,494 | (13,521) |
Cash, cash equivalents and restricted cash, beginning of period | 125,950 | 106,456 | 119,977 |
Cash, cash equivalents and restricted cash, end of period | 106,963 | 125,950 | 106,456 |
Supplemental disclosure of cash flow information: | |||
Income taxes paid | 77 | 68 | 15 |
Interest paid, net of $0 and $581 capitalized, respectively | $ 16,360 | $ 1,873 | $ 3,907 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Cash Flows [Abstract] | |||
Capitalized interest paid, respectively | $ 2,587 | $ 0 | $ 0 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies | Note 1 —Summary of Significant Accounting Policies The Company and 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 (“U.S.”) 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 (procured from third party sources and from the DR JV, one of the Company’s jointly owned RNG production facilities (see Note 4)) to its customers in the heavy and medium-duty commercial transportation sector. As a comprehensive clean energy solutions 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 consolidated financial statements include the accounts of the Company and its subsidiaries, and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s consolidated financial position, results of operations, comprehensive income (loss), stockholders’ equity, and cash flows in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements and these notes. Actual results could differ from those estimates and may result in material effects on the Company’s operating results and financial position. Significant estimates made in preparing the accompanying consolidated financial statements include (but are not limited to) those related to revenue recognition, fair value measurements, goodwill and long-lived asset valuations and impairment assessments, income tax valuations, stock-based compensation expense and stock-based sales incentive charges. Inventory Inventory consists of raw materials and spare parts, work in process and finished goods and is stated at the lower of cost (first-in, first-out) or net realizable value. The Company evaluates inventory balances for excess quantities and obsolescence by analyzing estimated demand, inventory on hand, sales levels and other information and reduces inventory balances to net realizable value for excess and obsolete inventory based on this analysis. Inventories consisted of the following as of December 31, 2022 and 2023 (in thousands): 2022 2023 Raw materials and spare parts $ 37,144 $ 45,335 Total inventory $ 37,144 $ 45,335 Derivative Instruments and Hedging Activities In connection with the Company’s Zero Now Zero Now Property and Equipment Property and equipment are recorded at cost. Depreciation and amortization are recognized over the estimated useful lives of the assets using the straight-line method. The estimated useful lives of depreciable assets are three LNG trailers three Grant proceeds received for the years ended December 31, 2021 and 2023 were approximately $0.5 million and $1.9 million, respectively. No grant proceeds were received for the year ended December 31, 2022. Gross grant proceeds of $24.9 million and $25.9 million were included in “Land, property and equipment, net” in the accompanying consolidated balance sheets as of December 31, 2022 and 2023, respectively. Related accumulated amortization of the grant proceeds was $16.5 million and $17.0 million as of December 31, 2022 and 2023, respectively. The Company recorded amortization expense relating to grant proceeds of $1.7 million, $1.4 million and $1.5 million for the years ended December 31, 2021, 2022 and 2023, respectively. Leases On January 1, 2019, the Company adopted Accounting Standards Codification (“ASC”) 842, Leases At the inception of a contract the Company assesses whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether the Company has the right to direct the use of the asset. The commencement date of the contract is the date the lessor makes the underlying asset available for use by the lessee. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset during the lease term and lease liabilities represent obligations to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the net present value of fixed lease payments over the lease term. ROU assets also include any initial direct costs and advance lease payments made and exclude lease incentives. Lease liabilities also include terminal purchase options when deemed reasonably certain to exercise. The Company’s lease term includes options to extend when it is reasonably certain that it will exercise that option. The Company has elected not to recognize ROU assets and lease liabilities for short-term leases that have a term of 12 months or less; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. As most of the Company’s operating leases do not have an implicit rate that can be readily determined, the Company uses its secured incremental borrowing rate for the same term as the underlying lease based on information available at lease commencement. For finance leases, the Company uses the rate implicit in the lease. The lease classification affects the expense recognition on the consolidated statements of operations. Operating lease charges are recorded in “Cost of sales, exclusive of depreciation and amortization,” and “Selling, general and administrative” expense. Finance lease charges are split, whereby depreciation on assets under finance leases is recorded in “Depreciation and amortization” expense and an implied interest component is recorded in “Interest expense.” The expense recognition for operating leases and finance leases is substantially consistent with legacy accounting. Long-Lived Assets The Company reviews the carrying value of its long-lived assets, including property and equipment and intangible assets with finite useful lives, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. Events that could result in an impairment review include, among others, a significant decrease in the operating performance of a long-lived asset or asset group or the decision to close a fueling station. Impairment testing involves a comparison of the sum of the undiscounted future cash flows of the asset or asset group to its carrying amount. If the sum of the undiscounted future cash flows exceeds the carrying amount, then no impairment exists. If the carrying amount exceeds the sum of the undiscounted future cash flows, then a second step is performed to determine the amount of impairment, if any, to be recognized. An impairment loss is recognized to the extent that the carrying amount of the asset or asset group exceeds its fair value. The fair value of the asset or asset group is based on estimated discounted future cash flows of the asset or asset group using a discount rate commensurate with the related risk. The estimate of future cash flows requires management to make assumptions and to apply judgment, including forecasting future sales and expenses and estimating useful lives of the assets. These estimates can be affected by a number of factors, including, among others, future results, demand, and economic conditions, many of which can be difficult to predict. There were no impairments of the Company’s long-lived assets in the years ended December 31, 2021, 2022 and 2023. Intangible assets with finite useful lives are amortized over their respective estimated useful lives using the straight-line method. The estimated useful lives of intangible assets with finite useful lives are one one two The Company’s intangible assets as of December 31, 2022 and 2023 were as follows (in thousands): 2022 2023 Customer relationships $ 5,376 $ 5,376 Acquired contracts 10,299 10,749 Trademark and trade names 2,700 2,700 Non-compete agreements 860 860 Total intangible assets 19,235 19,685 Less accumulated amortization (13,320) (13,320) Net intangible assets $ 5,915 $ 6,365 Amortization expense of intangible assets was $0.5 million for the year ended December 31, 2021. No amortization expense relating to intangible assets was recognized for the years ended December 31, 2022 and 2023. In connection with the Company’s investment in anaerobic digester gas (“ADG”) RNG production projects, the Company acquired contractual rights relating to manure feedstock totaling $0.4 million and $0.5 million in 2022 and 2023, respectively. The amounts paid for contractual rights to manure feedstock are classified and included under “Acquired contracts” in the table above. The acquired contractual rights to manure feedstock have a contractual term ranging from 20 Estimated amortization expense subsequent to the year ended December 31, 2023 is expected to be approximately $0.0 million in 2024, $0.2 million in 2025, $0.3 million in 2026, $0.3 million in 2027, $0.3 million in 2028, and $5.3 million thereafter. Goodwill Goodwill represents the excess of costs incurred over the fair value of the net assets of acquired businesses. The Company assesses its goodwill using either a qualitative or quantitative approach to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying value. The Company is required to use judgment when applying the goodwill impairment test, including, among other considerations, the identification of reporting unit(s), the assessment of qualitative factors, and the estimation of fair value of a reporting unit in the quantitative approach. The Company determined that it is a single reporting unit for the purpose of goodwill impairment tests. The Company performs the impairment test annually on October 1, or more frequently if facts and circumstances warrant a review. The qualitative goodwill assessment includes the evaluation of potential impact on a reporting unit’s fair value of certain events and circumstances, including its enterprise value, macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity-specific events. If it is determined, based upon the qualitative assessment, that it is more likely than not that the reporting unit’s fair value is less than its carrying amount, then a quantitative impairment test is performed. The quantitative assessment estimates the reporting unit’s fair value based on its enterprise value plus an assumed control premium as evidence of fair value. The estimates used to determine the fair value of the reporting unit may change based on results of operations, macroeconomic conditions, stock price fluctuations, or other factors. Changes in these estimates could materially affect our assessment of the fair value and goodwill impairment for the reporting unit. During the years ended The following table summarizes the activity related to the carrying amount of goodwill (in thousands): Balance as of December 31, 2021 $ 64,328 Balance as of December 31, 2022 $ 64,328 Balance as of December 31, 2023 $ 64,328 Revenue Recognition 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 them being transferred to the customer, and as such, revenue is recognized on a gross basis. Sales and usage-based taxes are excluded from revenues. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities. Product Revenue Volume-Related The Company’s volume-related product revenue consists of sales of RNG and conventional natural gas, in the form of CNG and LNG, AFTC (defined below) incentives, and sales of RINs and LCFS Credits in addition to Amazon Warrant Charges (defined in Note 13) and changes in fair value of the Company’s derivative instruments associated with providing fuel to customers under contracts. RNG and conventional natural gas are sold pursuant to contractual commitments over defined delivery periods. These contracts typically include a stand-ready obligation to supply natural gas. The Company applies the ‘right to invoice’ practical expedient and recognizes fuel revenue in the amount to which the Company has the right to invoice. The Company has a right to consideration based on the amount of gasoline gallon equivalents (“GGEs”) of fuel dispensed by the customer and current pricing conditions. The Company calculates one GGE to equal 125,000 British Thermal Units (“BTUs”), and, as such, one million BTUs (“MMBTU”) equal eight GGEs. Customers are typically billed on a monthly basis. Since payment terms are less than a year, the Company has elected the practical expedient which allows it to not assess whether a customer contract has a significant financing component. Contract modifications are not distinct from the existing contract and are typically renewals of fuel sales. As a result, these modifications are accounted for as if they were part of the existing contract. The effect of a contract modification on the transaction price is recognized prospectively. The Company sells RINs and LCFS Credits to third parties that need the credits to comply with federal and state requirements. Revenue is recognized on these credits when there is an agreement in place to monetize the credits at a determinable price and the RNG fuel has been sold. The sales price for some environmental credit transactions may not be determinable in the period in which the RNG was sold as pricing is established in the quarter after the RNG was sold. In these circumstances, revenue from RIN and LCFS credits is recognized once the sales price has been established and therefore is considered determinable. Amazon Warrant Charges are determined based on the grant date fair value of the award, and the associated non-cash stock-based sales incentive charges, which are recorded as a reduction of revenue, are recognized as the customer purchases fuel and vesting conditions become probable of being achieved. See discussion under “Amazon Warrant” below and Note 13 for additional information. The changes in fair value of derivative instruments relate to the Company’s commodity swap and customer fueling contracts under the Zero Now Zero Now AFTC is generated when RNG or conventional natural gas is sold for use as fuel to operate a motor vehicle. See discussion under “Alternative Fuel Excise Tax Credit” below for more information about AFTC, which is not recognized as revenue until the period the credit is authorized through federal legislation. Station Construction Sales Station construction contracts are generally short-term, except for certain larger and more complex stations, which can take up to 24 months to complete. For most of the Company’s station construction contracts, the customer contracts with the Company to provide a significant service of integrating a complex set of tasks and components into a single station. Hence, the entire contract is accounted for as one performance obligation. The Company recognizes revenue over time as the Company performs under its station construction contracts because of the continual transfer of control of the goods to the customer, who typically controls the work in process. Revenue is recognized based on the extent of progress towards completion of the performance obligation and is recorded proportionally as costs are incurred. Costs to fulfill the Company’s obligations under these contracts typically include labor, materials and subcontractors’ costs, other direct costs and an allocation of indirect costs. Refinements of estimates to account for changing conditions and new developments are continuous and characteristic of the process. Many factors that can affect contract profitability may change during the performance period of the contract, including differing site conditions, the availability of skilled contract labor, the performance of major suppliers and subcontractors, and unexpected changes in material costs. Because a significant change in one or more of these estimates could affect the profitability of these contracts, the contract price and cost estimates are reviewed periodically as work progresses and adjustments proportionate to the cost-to-cost measure of progress are reflected in contract revenues in the reporting period when such estimates are revised. Provisions for estimated losses on uncompleted contracts are recorded in the period in which the losses become known. Contract modifications are typically expansions in scope of an existing station construction project. As a result, these modifications are accounted for as if they were part of the existing contract. The effect of a contract modification on the transaction price and the Company’s measure of progress for the performance obligation to which it relates is recognized as an adjustment to revenue (either as an increase or a reduction) on a cumulative catch-up basis. Under the typical payment terms of the Company’s station construction contracts, the customer makes either performance-based payments (“PBPs”) or progress payments. PBPs are interim payments of the contract price based on quantifiable measures of performance or the achievement of specified events or milestones. Progress payments are interim payments of costs incurred as the work progresses. For some of these contracts, the Company may be entitled to receive an advance payment. The advance payment typically is not considered a significant financing component because it is used to meet working capital demands that can be higher in the early stages of a construction contract and to protect the Company if the customer fails to adequately complete some or all of its obligations under the contract. In addition, the customer retains a small portion of the contract price until completion of the contract. Such retained portion of the contract price is not considered a significant financing component because the intent is to protect the customer. In certain contracts with its customers, the Company agrees to provide multiple goods or services, including construction of and sale of a station, O&M services, and sale of fuel to the customer. These contracts have multiple performance obligations because the promise to transfer each separate good or service is separately identifiable and distinct. This evaluation requires significant judgment and the decision to combine a group of contracts or separate the combined or single contract into multiple performance obligations could change the amount of revenue recognized in one or more periods. The Company allocates the contract price to each performance obligation using best estimates of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate the standalone selling price for fuel and O&M services is observable standalone sales, and the primary method used to estimate the standalone selling price for station construction sales is the expected cost plus a margin approach because the Company sells customized customer-specific solutions. Under this approach, the Company forecasts expected costs of satisfying a performance obligation and then adds an appropriate margin for the good or service. Service Revenue O&M Services O&M and other services are sold pursuant to contractual commitments over defined performance periods. These contracts typically include a stand-ready obligation to provide O&M and/or other services based on a committed and agreed upon routine maintenance schedule or when and if called upon by the customer. The Company applies the ‘right to invoice’ practical expedient and recognizes O&M and other services revenue in the amount to which the Company has the right to invoice. The Company has a right to consideration based on services rendered or on amount of GGEs of fuel dispensed by the customer multiplied by an agreed-upon rate. Customers are typically billed on a monthly basis. Since payment terms are less than a year, the Company has elected the practical expedient which allows it to not assess whether a customer contract has a significant financing component. Contract modifications are not distinct from the existing contract and are typically renewals of O&M and other service sales. As a result, these modifications are accounted for as if they were part of the existing contract. The effect of a contract modification on the transaction price is recognized prospectively. Other services The majority of other services revenue consist of sales of used natural gas heavy-duty trucks purchased by the Company and management fees relating to management services provided to the Company’s equity method investees and joint ventures with TotalEnergies and bp. Revenue on sales contracts of used natural gas trucks is recognized at the point in time when the customer accepts delivery of the truck. Management fee revenue is recognized over time on a monthly basis as services are rendered by the Company. Alternative Fuel Excise Tax Credit Under separate pieces of U.S. federal legislation, the Company was eligible to receive a federal alternative fuel excise tax credit (“AFTC”) for its natural gas vehicle fuel sales made between October 1, 2006 and December 31, 2021. The AFTC credit was equal to $0.50 per GGE of CNG that the Company sold as vehicle fuel, and $0.50 per diesel gallon of LNG that the Company sold as vehicle fuel in 2020 and 2021. The Inflation Reduction Act of 2022, enacted on August 16, 2022 (the “IRA”), extended AFTC for an additional three years, beginning retroactively to January 1, 2022. AFTC incentive under the extension period remains at $0.50 per GGE of CNG and $0.50 per diesel gallon of LNG that the Company sells as vehicle fuel through December 31, 2024. Based on the service relationship with its customers, either the Company or its customer claims the credit. The Company records its AFTC credits, if any, as revenue in its consolidated statements of operations because the credits are fully payable to the Company and do not offset income tax liabilities. As such, the credits are not deemed income tax credits under the accounting guidance applicable to income taxes. LNG Transportation Costs The Company records the costs incurred to transport LNG to its customers in “Product cost of sales” in the accompanying consolidated statements of operations. Advertising Costs Advertising costs are expensed as incurred. Advertising costs were immaterial for the years ended December 31, 2021, 2022 and 2023. Stock-Based Compensation The Company recognizes compensation expense for all stock‑based payment arrangements over the requisite service period of the award and recognizes forfeitures as they occur. For service and performance-based stock options, the Company determines the grant date fair value using the Black‑Scholes option pricing model, which requires the input of certain assumptions, including the expected life of the stock‑based payment award, stock price volatility and risk‑free interest rate. For market-based stock options, the Company determines the grant date fair value using the Monte Carlo simulation model, which requires the input of certain assumptions, including the derived service period and the volatility of the Company’s stock price. For restricted stock units, the Company determines the grant date fair value based on the closing market price of its common stock on the date of grant. Amazon Warrant The Amazon Warrant (as defined in Note 13) is accounted for as an equity instrument and measured in accordance with ASC 718, Compensation – Stock Compensation Revenue from Contracts with Customers Stonepeak Warrant The Stonepeak Warrant (as defined in Note 13), issued in conjunction with the funding of the Senior Term Loan, is deemed as a separate unit of account from the Loan Facility based on evaluation of the contractual terms of the Stonepeak Credit Agreement and the Warrant Agreement. As a result, amounts are allocated to the Stonepeak Warrant using the relative fair value method and are accounted for as paid-in capital. The Stonepeak Warrant is classified as an equity instrument because the underlying warrants (1) do not embody an obligation of the Company, (2) are deemed to be indexed to the Company’s own common stock, and (3) meet all the conditions for equity classification. As a result, the Stonepeak Warrant is measured at fair value as of the issuance date, and subsequent changes in fair value will not be recognized in earnings. The fair values of the Stonepeak Warrant as of the issuance date were determined using the Black-Scholes option pricing model. In addition, upon the recognition of the Stonepeak Warrant, the Company recognized a warrant asset and additional debt discount to the gross principal of the Senior Term Loan. The additional debt discount relating to the Stonepeak Warrant will be amortized using the interest method in accordance with ASC 835-30, Imputation of Interest 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 In accordance with ASC 606, the Company determined that it is the principal for the revenue generated from third parties under this collaborative arrangement with Tourmaline; as such, the associated revenue and cost of sales generated and incurred are recognized on a gross basis in the 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, because 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 consolidated balance sheets, corresponding to the Company’s 50% ownership in the shared assets. Income Taxes Income taxes are computed using the asset and liability method. Under this method, deferred income taxes are recognized by applying enacted statutory tax rates applicable to future years to differences between the tax bases and financial carrying amounts of existing assets and liabilities. The impact on deferred taxes of changes in tax rates and laws, if any, is applied to the years during which temporary differences are expected to be settled and are reflected in the consolidated financial statements in the period of enactment. Valuation allowances are established when management determines it is more likely than not that deferred tax assets will not be realized. When evaluating the need for a valuation analysis, we use estimates involving a high degree of judgment including projected future U.S. GAAP income and the amounts and estimated timing of the reversal of any deferred tax assets and liabilities. The Company has a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not sustainable upon examination by taxing authorities based on the technical merits of the position. The amount recognized is measured as the largest amount of benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefit in income tax expense. The Company operates within multiple domestic and foreign taxing jurisdictions and is subject to audit in these jurisdictions. These audits can involve complex issues, which may require an extended period of time to resolve. Although the Company believes that adequate consideration has been given to these issues, it is possible that the ultimate resolution of these issues could be significantly different from originally estimated. Net Loss Per Share Basic net loss per share is computed by dividing the net loss attributable to Clean Energy Fuels Corp. by the weighted-average number of common shares outstanding and common shares issuable for little or no cash consideration during the period. Diluted net loss per share is computed by dividing the net loss attributable to Clean Energy Fuels Corp. by the weighted-average number of common shares outstanding and common shares issuable for little or no cash consideration during the period and potentially dilutive securities outstanding during the period, and therefore reflects the dilution from common shares that may be issued upon exercise or conversion of these potentially dilutive securities, such as stock options, warrants, convertible notes and restricted stock units. The dilutive effect of stock awards and warrants is computed under the treasury stock method. The dilutive effect of convertible notes and restricted stock units is computed under the if-converted method. Potentially dilutive securities are excluded from the computations of diluted net loss per share if their effect would be antidilutive. Foreign Currency Translation and Transactions The Company uses the local currency as the functional currency of its foreign subsidiary an |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Note 2 —Revenue from Contracts with Customers Disaggregation of Revenue The table below presents the Company’s revenue disaggregated by revenue source (in thousands): Year Ended December 31, 2021 2022 2023 Product revenue: Volume-related Fuel sales (1) $ 130,973 $ 281,103 $ 286,956 Change in fair value of derivative instruments (2) (3,490) 517 (158) RIN Credits 31,736 34,635 25,860 LCFS Credits 16,808 12,634 9,885 AFTC (3) 20,700 21,760 20,854 Total volume-related product revenue 196,727 350,649 343,397 Station construction sales 16,406 22,346 26,427 Total product revenue 213,133 372,995 369,824 Service revenue: Volume-related, O&M services 41,934 45,901 52,660 Other services 579 1,268 2,675 Total service revenue 42,513 47,169 55,335 Total revenue $ 255,646 $ 420,164 $ 425,159 (1) Includes non-cash stock-based sales incentive contra-revenue charges associated with the Amazon Warrant for the years ended December 31, 2021, 2022 and 2023 of $83.6 million, $24.3 million and $60.6 million, respectively. See Note 13 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 1 and Note 7 for more information about these derivative instruments. (3) Represents AFTC. See Note 1 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 December 31, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was $24.5 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 ‘ Costs to Fulfill a Contract The Company capitalizes costs incurred to fulfill its contracts that (1) relate directly to the contract, (2) are expected to generate resources that will be used to satisfy the Company’s performance obligations under the contract, and (3) are expected to be recovered through revenue generated under the contract. Contract fulfillment costs are recorded to depreciation expense as the Company satisfies its performance obligations over the term of the contract. These costs primarily relate to set-up and other direct installation costs incurred by NG Advantage, LLC (“NG Advantage”) for equipment that must be installed on customers’ land before NG Advantage is able to deliver CNG to the customer because the customer does not have direct access to the natural gas pipelines. These costs are classified in “Land, property, and equipment, net” in the accompanying consolidated balance sheets. As of December 31, 2022 and 2023, these capitalized costs incurred to fulfill contracts were $10.1 million and $8.9 million, respectively, with accumulated depreciation of $7.9 million and $6.9 million, respectively, and related depreciation expense of $0.5 million, $0.3 million and $0.2 million for the years ended December 31, 2021, 2022 and 2023, respectively. Tourmaline Joint Development In April 2023, the Company and Tourmaline announced a Joint Development Agreement to build and operate a network of CNG stations in Western Canada. Costs associated with station construction and profit and loss arising from station operation are shared 50-50 between the Company and Tourmaline (see Note 1). The table below presents the financial information of the Joint Development with Tourmaline included in the consolidated statements of operations (in thousands): Year Ended December 31, 2023 Revenue $ 322 Gross profit 98 Operating loss $ (310) Contract Balances The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) in the accompanying consolidated balance sheets. Changes in the contract asset and liability balances during the year ended December 31, 2023, were not materially affected by any factors outside the normal course of business. As of December 31, 2022 and 2023, the Company’s contract balances were as follows (in thousands): 2022 2023 Accounts receivable, net $ 91,430 $ 98,426 Contract assets - current $ 6,063 $ 7,823 Contract assets - non-current 2,976 2,433 Contract assets - total $ 9,039 $ 10,256 Contract liabilities - current $ 5,477 $ 4,936 Contract liabilities - non-current — 151 Contract liabilities - total $ 5,477 $ 5,087 Accounts Receivable, Net “Accounts receivable, net” in the accompanying consolidated balance sheets include 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 consolidated balance sheets. Contract Liabilities Contract liabilities consist of billings in excess of revenue recognized from the Company’s station construction sale contracts and payments received from customers in advance of the satisfaction of performance obligations and are classified as current or noncurrent based on when the 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 consolidated balance sheets. Contract liabilities of $5.5 million and $4.9 million were classified as current as of December 31, 2022 and 2023, respectively, and $0.2 million was classified as noncurrent as of December 31, 2023. No contract liabilities were classified as noncurrent as of December 31, 2022. Revenue recognized during the year ended December 31, 2022 relating to the Company’s contract liability balances as of December 31, 2021 was $2.6 million. Changes in the contract liability balances between December 31, 2022 and 2023 were primarily driven by $4.9 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 and advances from customers recognized in 2023. |
Divestitures
Divestitures | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Divestitures | Note 3 —Divestitures bp Transaction On February 27, 2017, Clean Energy Renewable Fuels (“Renewables”) entered into an asset purchase agreement (the “APA”) with BP Products North America, Inc. (“bp”). Pursuant to the APA, Renewables agreed to sell to bp its assets relating to its RNG production business (the “bp Transaction”), consisting of Renewables’ two RNG production facilities, Renewables’ interest in joint ventures formed with a third-party to develop new RNG production facilities, and Renewables’ third-party RNG supply contracts (the “Assets”). Under the APA, bp was required, following the closing of the bp Transaction, to pay Renewables up to an additional $25.0 million in cash over a five-year period if certain conditions relating to the Assets were met. In February 2018, the Company received $0.9 million in cash for its satisfaction of the performance criteria for the first period under the APA, which ended on December 31, 2017. Upon its receipt of such cash, the Company paid $0.1 million in cash and issued 15,877 shares of the Company’s common stock with a fair value of $0.0 million to former holders of options to purchase membership units in Renewables. The performance criteria for the second period under the APA, which ended on December 31, 2018, was also satisfied, and the Company received a cash payment of $5.4 million in March 2019. During the year ended December 31, 2019, after receipt of the cash payment, the Company paid $0.6 million in cash to former holders of options to purchase membership units in Renewables. In December 2019, the Company and bp entered into an Amendment to the APA (“Amended APA”) which amended the earn-out for years four five In connection with the bp Transaction, the Company paid $10.3 million in cash and issued 770,269 shares of the Company’s common stock with a fair value of $2.0 million to former holders of options to purchase membership units in Renewables. Following the completion of the bp Transaction, Renewables and the Company continue to procure RNG from bp under a long-term supply contract (the “bp Supply Agreement”) and from other RNG suppliers and resell such RNG through the Company’s fueling infrastructure. On October 1, 2018, Renewables and bp amended the bp Supply Agreement to extend the term and add additional RNG supply. bp and Renewables share in the RINs and LCFS Credits generated from the increased RNG supply sold through the Company’s vehicle fueling infrastructure and to other customers. See Note 1 for information on revenue recognition of these credits. |
Investments in Other Entities a
Investments in Other Entities and Noncontrolling Interest in a Subsidiary | 12 Months Ended |
Dec. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
Investments in Other Entities and Noncontrolling Interest in a Subsidiary | Note 4 —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 ADG RNG production facilities in the U.S. 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 TotalEnergies TotalEnergies June 27, 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 28, 2023, the Company contributed $5.5 million and advanced $5.5 million to the DR JV. In December 2023, the $5.5 million advance was refunded to the Company by the DR JV. 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 $0.1 million, $0.2 million, and $2.5 million from the LLC’s operations for the years ended December 31, 2021, 2022 and 2023, respectively. The Company had an investment balance of $4.5 million and $7.5 million as of December 31, 2022 and 2023, respectively. The following table presents the combined summarized financial information of the TotalEnergies joint venture (in thousands): Year Ended December 31, 2021 2022 2023 Revenue $ — $ — $ 1,462 Gross profit — — 173 Operating loss (119) (454) (3,414) Net loss $ (119) $ (454) $ (4,951) As of December 31, 2022 2023 Current assets $ 11 $ 13,838 Non-current assets 32,773 33,289 Total assets $ 32,784 $ 47,127 Current liabilities $ 4,326 $ 2,518 Non-current liabilities 19,493 29,595 Total liabilities $ 23,819 $ 32,113 bp Joint Venture On April 13, 2021, the Company entered into an agreement (the “bp JV Agreement”) with bp that created a 50/50 joint venture (the “bpJV”) to develop, own and operate new ADG RNG production facilities in the U.S. Pursuant to the bp JV Agreement, bp and the Company committed to provide $50.0 million and $30.0 million, respectively, with bp On December 20, 2023, the bpJV issued a capital call in the amount of $135.9 million. As a result, bp and the Company each contributed $67.95 million to the bpJV by December 31, 2023. Proceeds of this capital call will be used to develop ADG RNG projects and to fund bpJV’s working capital needs. As of December 31, 2023, the Company Year Ended December 31, 2021 2022 2023 Revenue $ — $ — $ — Gross profit — — — Operating loss (678) (7,210) (15,074) Net loss (603) (5,485) (10,241) Net loss attributable to bpJV $ (599) $ (5,426) $ (9,127) As of December 31, 2022 2023 Current assets $ 157,241 $ 209,973 Non-current assets 207,464 296,240 Total assets $ 364,705 $ 506,213 Current liabilities $ 22,698 $ 27,706 Non-current liabilities 2,716 13,558 Total liabilities $ 25,414 $ 41,264 Equity attributable to shareowners of bpJV $ 313,544 $ 440,613 Equity attributable to noncontrolling interest 25,747 24,336 Total equity $ 339,291 $ 464,949 SAFE&CEC S.r.l. 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. As of December 31, 2023, the Company owns a 49% ownership interest in 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 income (loss) from this investment of $0.6 million, $(0.6) million and $(1.7) million for the years ended December 31, 2021, 2022 and 2023, respectively. The Company had an investment balance in SAFE&CEC S.r.l. of $21.8 million and $21.2 million as of December 31, 2022 and 2023, respectively. Summarized financial information of SAFE&CEC S.r.l. is as follows (in thousands): Year Ended December 31, 2021 2022 2023 Revenue $ 109,119 $ 110,104 $ 97,740 Gross profit 25,784 24,902 24,098 Operating income 4,728 2,513 (562) Net income (loss) $ 2,392 $ 951 $ (2,148) As of December 31, 2022 2023 Current assets $ 82,514 $ 79,981 Non-current assets 60,187 59,636 Total assets $ 142,701 $ 139,617 Current liabilities $ 73,931 $ 70,193 Non-current liabilities 20,248 20,888 Total liabilities $ 94,179 $ 91,081 Other Equity Method Investments The Company had investment balances in other equity method investments totaling $2.2 million and $1.8 million as of December 31, 2022 and 2023, respectively. The Company recorded income (loss) from other equity method investments of $(0.6) million, $(1.2) million, and $(3.9) million for the years ended December 31, 2021, 2022 and 2023, respectively. The Company accounts for its interest using the equity method of accounting because the Company does not control but has the ability to exercise significant influence over the investees’ operations. Combined summarized financial information of the Company’s other equity method investments is as follows (in thousands): Year Ended December 31, 2021 2022 2023 Revenue $ 704 $ 1,217 $ 615 Gross profit 216 506 327 Operating loss (1,757) (2,556) (4,513) Net loss $ (1,793) $ (2,585) $ (4,539) As of December 31, 2022 2023 Current assets $ 1,652 $ 1,436 Non-current assets 4,609 4,281 Total assets $ 6,261 $ 5,717 Current liabilities $ 1,169 $ 1,231 Non-current liabilities 2,383 6,312 Total liabilities $ 3,552 $ 7,543 NG Advantage On October 14, 2014, the Company entered into a Common Unit Purchase Agreement (“UPA”) with NG Advantage for a 53.3% controlling interest in NG Advantage. NG Advantage is engaged in the business of transporting CNG in high-capacity trailers to industrial and institutional energy users, such as hospitals, food processors, manufacturers and paper mills that do not have direct access to natural gas pipelines. In connection with the arrangement between NG Advantage and bp for the supply, sale and reservation of a specified volume of CNG transportation capacity until February 2022, on February 28, 2018, the Company entered into a guaranty agreement with NG Advantage and bp pursuant to which the Company guaranteed NG Advantage’s payment obligations to bp in the event of default by NG Advantage under the supply arrangement, in an amount up to an aggregate of $30.0 million plus related fees which was subsequently reduced to $15.0 million effective June 24, 2020. As initial consideration for the guaranty agreement, NG Advantage issued to the Company 19,660 common units, which increased the Company’s controlling interest in NG Advantage from 53.3% to 53.5%. On October 1, 2018, the Company purchased 1,000,001 common units from NG Advantage for an aggregate cash purchase price of $5.0 million. This purchase increased Clean Energy’s controlling interest in NG Advantage from 53.5% to 61.7%. In each month from November 2018 through February 2019, the Company was issued 100,000 additional common units of NG Advantage, for a total of 400,000 common units, pursuant to the guaranty agreement entered in February 2018. The issuance of 400,000 additional common units increased the Company’s controlling interest in NG Advantage to 64.6%. During the year ended December 31, 2019, the Company agreed to lend NG Advantage up to $26.7 million under a series of promissory notes that were incorporated into a delayed draw convertible promissory note (the “November 2019 Convertible Note”). In connection with the promissory notes between NG Advantage and the Company, NG Advantage issued to the Company warrants to purchase 2,086,879 common units. On February 6, 2020, the Company converted the outstanding principal and accrued interest under the November 2019 Convertible Note into common units of NG Advantage, resulting in an increase in the Company’s controlling interest in NG Advantage from 64.6% to 93.2%. On February 29, 2020, NG Advantage issued to the Company 283,019 common units of NG Advantage pursuant to the guaranty agreement entered into in February 2018, increasing the Company’s controlling interest in NG Advantage to 93.3%. On February 28, 2022, the supply arrangement between NG Advantage and bp expired. As a result, the Company’s obligations under the guaranty agreement entered into in February 2018 were fully released. As of December 31, 2023, the Company’s controlling interest in NG Advantage remained at 93.3%. For the year ended December 31, 2022, NG Advantage borrowed $29.1 million from the Company under a series of advance agreements. There were no borrowings by NG Advantage in the year ended December 31, 2023. As of December 31, 2022 and 2023, NG advantage had a total outstanding principal balance of $47.5 million, plus accrued and unpaid interest under the advance agreements. These intercompany transactions have been eliminated in consolidation. The Company recorded a loss attributable to the noncontrolling interest in NG Advantage of $1.0 million, $0.9 million, and $0.6 million for the years ended December 31, 2021, 2022 and 2023, respectively. The noncontrolling interest was $7.5 million and $6.9 million as of December 31, 2022 and 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 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 during the years ended December 31, 2022 and 2023. |
Cash, Cash Equivalents and Rest
Cash, Cash Equivalents and Restricted Cash | 12 Months Ended |
Dec. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | Note 5 —Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash as of December 31, 2022 and 2023 consisted of the following (in thousands): 2022 2023 Current assets: Cash and cash equivalents $ 123,950 $ 104,944 Restricted cash - standby letter of credit 2,000 2,019 Total cash, cash equivalents and current portion of restricted cash $ 125,950 $ 106,963 Total cash, cash equivalents and restricted cash $ 125,950 $ 106,963 The Company considers all highly liquid investments with maturities of three months or less on the date of acquisition to be cash equivalents. The Company places its cash and cash equivalents with high credit quality financial institutions. At times, such investments may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) and Canadian Deposit Insurance Corporation (“CDIC”) 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 $105.6 million as of December 31, 2022 and 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 consolidated balance sheets as of December 31, 2022 and 2023. |
Short-Term Investments
Short-Term Investments | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-Term Investments | Note 6 —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 December 31, 2023, the Company has not recorded a credit loss related to available-for-sale debt securities and believes the carrying values for 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 December 31, 2023 consisted of the following (in thousands): Gross Amortized Unrealized Estimated Cost Gain (Loss) Fair Value U.S. government securities $ 157,628 $ 28 $ 157,656 Certificates of deposit 530 — 530 Total short-term investments $ 158,158 $ 28 $ 158,186 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Note 7 —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 that 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 December 31, 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 $ 2,593 $ — $ 2,593 Notes receivable and other long-term assets, net 2,035 — 2,035 Total derivative assets $ 4,628 $ — $ 4,628 Liabilities: Commodity swaps: Current portion of derivative liabilities, related party $ 1,875 $ — $ 1,875 Total derivative liabilities $ 1,875 $ — $ 1,875 As of December 31, 2022 and 2023, the Company had a total volume on open commodity swap contracts of 6.9 million and 1.9 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 2023, by year with associated volumes: December 31, 2022 December 31, 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 — $ — 2024 1,875,000 $ 3.18 1,875,000 $ 3.18 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 8 —Fair Value Measurements The Company follows the authoritative guidance for fair value measurements with respect to assets and liabilities that are measured at fair value on a recurring basis and non-recurring basis. Under the standard, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as of the measurement date. The standard also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The hierarchy consists of the following three levels: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly; Level 3 inputs are unobservable inputs for the asset or liability. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company’s 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. Zero coupon bonds and certificate of deposits are classified within Level 2 because they are valued using the most recent quoted prices for identical assets in markets that are not active and quoted prices for similar assets in active markets. The Company used the income approach to value its outstanding commodity swap contracts and embedded derivatives in its fueling agreements under the Zero Now The Company estimated the fair value of its outstanding commodity swap contracts based on the following inputs as of December 31, 2022 and 2023: December 31, 2022 December 31, 2023 Significant Unobservable Inputs Input Range Weighted Average Input Range Weighted Average ULSD Gulf Coast Forward Curve $2.35 - $2.59 $ 2.48 $ 1.97 - $ 2.27 $ 2.15 Historical Differential to PADD 3 Diesel $0.88 - $1.62 $ 1.13 $ 0.92 - $ 1.62 $ 1.16 Historical Differential to PADD 5 Diesel $1.89 - $3.00 $ 2.30 $ 1.89 - $ 3.16 $ 2.48 The Company estimated the fair value of embedded derivatives in its fueling agreements under the Zero Now December 31, 2022 December 31, 2023 Significant Unobservable Inputs Input Range Weighted Average Input Range Weighted Average ULSD Gulf Coast Forward Curve $2.35 - $2.59 $ 2.48 $ 1.97 - $ 2.27 $ 2.15 Historical Differential to PADD 3 Diesel $0.88 - $1.62 $ 1.13 $ 0.92 - $ 1.62 $ 1.16 Historical Differential to PADD 5 Diesel $1.91 - $3.05 $ 2.31 $ 1.89 - $ 3.16 $ 2.48 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 15). 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 2023: Significant Unobservable Inputs December 31, 2022 December 31, 2023 Risk-free interest rate 4.57% 5.39% Credit adjustment 8.36% 5.31% Credit adjusted discount rate 12.93% 10.70% 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 those 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 consolidated statements of comprehensive loss. In addition, because the Company has reduced its equity method investment in the investee to zero but has other investment in the investee such as the convertible promissory note, the remeasurement to fair value is applied to the convertible promissory note’s adjusted carrying balance after the recognition of equity method losses, which is calculated based on the Company’s percentage ownership interest in such other investment. There were no transfers of assets or liabilities between Level 1, Level 2, and Level 3 of the fair value hierarchy as of December 31, 2022 or 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 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 December 31, 2023 Level 1 Level 2 Level 3 Assets: Available-for-sale securities: U.S. government securities (1) $ 157,656 $ 157,656 $ — $ — Convertible promissory note (4) 2,330 — — 2,330 Certificates of deposit (1) 530 — 530 — Embedded derivatives (3) 4,628 — — 4,628 Liabilities: Commodity swap contracts (2) $ 1,875 $ — $ — $ 1,875 (1) Included in “Short-term investments” in the accompanying consolidated balance sheets. See Note 6 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 December 31, 2023 in the accompanying consolidated balance sheets. See Note 7 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 2023 in the accompanying consolidated balance sheets. See Note 7 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 December 31, 2023 in the accompanying consolidated balance sheets. The following table provides a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis as shown in the tables above that used significant unobservable inputs (Level 3), 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: Liabilities: Embedded Convertible Commodity Derivatives Promissory Note Swap Contracts Balance as of December 31, 2021 $ 6,776 $ — $ (4,383) Settlements, net — — 7,761 Total gain (loss) (21) (134) (7,223) Purchases — 2,014 — Balance as of December 31, 2022 $ 6,755 $ 1,880 $ (3,845) Balance as of December 31, 2022 $ 6,755 $ 1,880 $ (3,845) Settlements, net — — 4,858 Total gain (loss) (2,127) 103 (2,888) Purchases — 3,822 — Equity method investment loss — (3,475) — Balance as of December 31, 2023 $ 4,628 $ 2,330 $ (1,875) Change in unrealized gain (loss) for the year ended December 31, 2022 included in earnings $ (21) $ — $ 538 Change in unrealized gain (loss) for the year ended December 31, 2023 included in earnings $ (2,127) $ — $ 1,970 Change in unrealized gain (loss) for the year ended December 31, 2022 included in other comprehensive income (loss) $ — $ (134) $ — Change in unrealized gain (loss) for the year ended December 31, 2023 included in other comprehensive income (loss) $ — $ 103 $ — 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. Debt instruments as of December 31, 2023 consisted of the following (in thousands): Net Carrying Estimated Amounts Fair Value Stonepeak Term Loan $ 260,906 $ 253,303 Other Debt 255 255 Total Debt $ 261,161 $ 253,558 The fair values of these debt instruments were estimated using a DCF analysis based on imputed interest rates, which are Level 3 inputs. See Note 12 for more information about the Company’s debt instruments. |
Other Receivables
Other Receivables | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Other Receivables | Note 9 —Other Receivables Other receivables as of December 31, 2022 and 2023 consisted of the following (in thousands): 2022 2023 Loans to customers to finance vehicle purchases $ 523 $ 194 Accrued customer billings 4,910 5,566 Fuel tax credits 9,462 8,876 Other 2,131 5,134 Total other receivables $ 17,026 $ 19,770 |
Land, Property and Equipment
Land, Property and Equipment | 12 Months Ended |
Dec. 31, 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 2023 consisted of the following (in thousands): 2022 2023 Land $ 3,476 $ 7,397 LNG liquefaction plants 94,790 96,786 Station equipment 353,104 418,647 Trailers 73,253 70,542 Other equipment 106,184 105,137 Construction in progress 91,105 125,389 721,912 823,898 Less accumulated depreciation (457,844) (492,140) Total land, property and equipment, net $ 264,068 $ 331,758 Included in “Land, property and equipment, net” are capitalized software costs of $35.3 million and $36.8 million as of December 31, 2022 and 2023, respectively. Accumulated amortization of the capitalized software costs are $32.1 million and $34.0 million as of December 31, 2022 and 2023, respectively. The Company recorded amortization expense related to the capitalized software costs of $1.6 million, $1.7 million and $1.9 million for the years ended December 31, 2021, 2022 and 2023, respectively. As of December 31, 2022 and 2023, $12.9 million and $10.2 million, respectively, are included in “Accounts payable” and “Accrued liabilities” in the accompanying consolidated balance sheets, representing amounts related to purchases of property and equipment. These amounts are excluded from the accompanying consolidated statements of cash flows as they are non-cash investing activities. The Pickens Plant was offline for maintenance and repairs during the year ended December 31, 2023; as a result, the Company recognized $3.9 million of business interruption insurance recoveries for the period, which was included in “Selling, general and administrative” expense in the consolidated statements of operations for the year ended December 31, 2023. 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. 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. Subsequently, all removal and decommissioning activities at these selected sites were completed by the end of the third quarter of 2023. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Note 11 —Accrued Liabilities Accrued liabilities as of December 31, 2022 and 2023 consisted of the following (in thousands): 2022 2023 Accrued alternative fuels incentives (1) $ 34,239 $ 41,609 Accrued employee benefits 5,128 5,315 Accrued gas and equipment purchases 22,008 17,485 Accrued interest 1,827 1,451 Accrued property and other taxes 3,782 4,502 Accrued salaries and wages 6,857 8,697 Other (2) 16,238 12,475 Total accrued liabilities $ 90,079 $ 91,534 (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 | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 12 —Debt Debt obligations as of December 31, 2022 and 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 December 31, 2023 Unamortized Debt Balance, Net of Principal Balance Financing Costs Financing Costs Stonepeak Term Loan $ 300,000 $ 39,094 $ 260,906 Other debt 255 — 255 Total debt 300,255 39,094 261,161 Less amounts due within one year (38) — (38) Total long-term debt $ 300,217 $ 39,094 $ 261,123 The following is a summary of the aggregate maturities of debt obligations for each of the annual periods subsequent to December 31, 2023 (in thousands): 2024 2025 2026 2027 2028 Thereafter Total Stonepeak Term Loan $ — $ — $ — $ — $ — $ 300,000 $ 300,000 Other Debt 38 44 50 57 66 — 255 Total $ 38 $ 44 $ 50 $ 57 $ 66 $ 300,000 $ 300,255 Stonepeak Credit Agreement On December 12, 2023 (the “Stonepeak Closing Date”), the Company entered into a senior secured first lien term loan credit agreement (the “Stonepeak Credit Agreement”) with a syndicate of lenders. Pursuant to the Stonepeak Credit Agreement, the lenders funded a $300,000,000 senior secured term loan (the “Senior Term Loan”) and provided a delayed draw term loan commitment of $100,000,000 (together, with the Senior Term Loan, the “Loan Facility”). Payments related to the Loan Facility are interest only with a balloon principal payment due on the maturity date, which is December 12, 2029. The Loan Facility bears interest at 9.50% per annum, and, during the first two years beginning from the Stonepeak Closing Date, the Company may elect to pay up to 75% of the interest in kind. The delayed draw term loan commitment has a scheduled expiration date of December 12, 2025, and outstanding undrawn principal of the commitment is subject to a commitment fee of 1.00% per annum. The Company has the option to early terminate the delayed draw term loan commitment subject to the payment of certain early termination fees. Proceeds from the Loan Facility 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 Stonepeak Credit Agreement, and for other general corporate purposes. In connection with the Loan Facility, the Company is obligated to pay other customary facility fees for credit facilities of a 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 the Loan Facility is subject to customary mandatory prepayments clauses. All prepayments and all other payments of the Loan Facility principal are subject to a call premium in the minimum amount that, when received by the lenders, would be sufficient to cause both (1) the internal rate of return for each such lender on the Loan Facility to be not less than 11.5% and (2) the multiple on invested capital for each such lender to be not less than 1.40; provided, however, in the event that the Company consummates a change in control transaction, in lieu of the foregoing call premium, the Company is obligated to pay a change in control premium in the amount of (a) the principal amount of the loans outstanding at the time of such change in control multiplied by, if the change in control occurs on or prior to the first anniversary of the Stonepeak Closing Date, 20%, (b) the principal amount of the loans outstanding at the time of such change in control multiplied by, if the change in control occurs after the first anniversary of the Stonepeak Closing Date but on or prior to the second anniversary of the Stonepeak Closing Date, 10%, and (c) if the change in control occurs after the second anniversary of the Stonepeak Closing Date, the minimum amount that, when received by the lenders, would be sufficient to cause the internal rate of return for each such lender to be not less than 11.5%. In conjunction with the Stonepeak Credit Agreement, the Company entered into a Guarantee and Collateral Agreement (the “Security Agreement”) in favor of the lenders. Pursuant to the Security Agreement, the Company granted the lenders a security interest in substantially all of its personal property, rights and assets to secure the payment of all amounts owed to the lenders under the Stonepeak Credit Agreement. Certain material subsidiaries of the Company will be required to join as a party to the Security Agreement from time to time after the Stonepeak Closing Date. The Stonepeak Credit Agreement requires the Company to comply with a maximum total leverage ratio, a minimum interest coverage ratio and a minimum liquidity test. In addition, the Stonepeak Credit Agreement contains customary representations and warranties and affirmative and negative covenants, including covenants that limit or restrict the Company’s ability to incur liens, incur indebtedness, dispose of assets, make investments, make certain restricted payments, merge or consolidate and enter into certain speculative hedging arrangements. Additionally, the Stonepeak Credit Agreement includes a number of events of default contingency clauses, including, among other things, non-payment defaults, covenant defaults, cross-defaults to other materials indebtedness, bankruptcy and insolvency defaults, material judgment defaults, and material breaches of material contracts. If any event of default occurs (subject, in certain instances, to specified grace periods), the principal, premium, if any, interest and any other monetary obligations on all the then outstanding amounts under the Loan Facility may become due and payable immediately. Concurrent with the execution of the Stonepeak Credit Agreement, the Company issued warrants to Stonepeak CLNE-W Holdings LP (“Stonepeak”), pursuant to a Warrant Agreement, dated December 12, 2023, allowing Stonepeak to purchase 10,000,000 shares of the Company’s common stock at an exercise price of $5.50 and an additional 10,000,000 shares of the Company’s common stock at an exercise price of $6.50 (see Note 13). Further, in connection with the funding of the Senior Term Loan pursuant to the Stonepeak Credit Agreement, the Company recognized $39.3 million in debt discount and issuance costs, which consisted of $31.8 million of debt discount attributed to the Stonepeak Warrant, $6.1 million of original issue discount and direct lender fees, and $1.4 million of debt issuance costs. Riverstone Credit Agreement On December 22, 2022 (the “Riverstone 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 Riverstone Closing Date. After the second anniversary of the Riverstone 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 Riverstone Closing Date to the date that is eighteen months after the Riverstone Closing Date, 2.5% after the date that is eighteen months after the Riverstone Closing Date to the date that is twenty-four months after the Riverstone 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 Riverstone 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. On December 12, 2023, concurrent with the execution of the Stonepeak Credit Agreement, the Company repaid the $150.0 million outstanding principal balance of the Sustainability-Linked Term Loan and related accrued and unpaid interest. Upon such payment, the Riverstone Credit Agreement, dated as of December 22, 2022, was terminated. In connection with the extinguishment of the Sustainability-Linked Term Loan pursuant to the Riverstone Credit Agreement, the Company recognized $5.4 million of debt extinguishment loss, which was included in “Interest expense” in the accompanying consolidated statements of operations for the year ended December 31, 2023. 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 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 December 31, 2023, the Company had other outstanding debt bearing interest at 4.75% and 13.38%, respectively. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 13 —Stockholders’ Equity Authorized Shares The Company’s certificate of incorporation authorizes the issuance of two classes of capital stock designated as common stock and preferred stock Dividend Provisions The Company did not declare or pay any dividends during the years ended December 31, 2021, 2022 and 2023. Voting Rights Each holder of common stock has the right to one vote per share owned on matters presented for stockholder action. TotalEnergies Private Placement On May 9, 2018, the Company entered into a stock purchase agreement (the “Purchase Agreement”) with TotalEnergies Marketing Services, S.E. (“TMS”), a wholly owned subsidiary of TotalEnergies. Pursuant to the Purchase Agreement, the Company agreed to sell and issue, and TMS agreed to purchase, up to 50,856,296 shares of the Company’s common stock at a purchase price of $1.64 per share, all in a private placement (the “TotalEnergies Private Placement”). The purchase price per share was determined based on the volume-weighted average price for the Company’s common stock between March 23, 2018 (the day on which discussions began between the Company and TotalEnergies) and May 3, 2018 (the day on which the Company agreed in principle with TotalEnergies regarding the structure and basic terms of its investment). As of the date of the Purchase Agreement, TotalEnergies did not hold or otherwise beneficially own any shares of the Company’s common stock, and TotalEnergies has agreed, until the later of May 9, 2020 or such date when it ceases to hold more than 5.0% of the Company’s common stock then outstanding, among other similar undertakings and subject to customary conditions and exceptions, to not purchase shares of the Company’s common stock or otherwise pursue transactions that would result in TotalEnergies beneficially owning more than 30.0% of the Company’s equity securities without the approval of the Company’s board of directors. On June 13, 2018, the Company and TMS closed the TotalEnergies Private Placement, in which: (1) the Company issued to TMS all of the 50,856,296 shares of its common stock issuable under the Purchase Agreement, resulting in TotalEnergies beneficially holding approximately 25.0% of the outstanding shares of the Company’s common stock and the largest ownership position of the Company as of September 30, 2018; (2) TotalEnergies paid to the Company an aggregate of $83.4 million in gross proceeds, which the Company has used and expects to continue to use for working capital and general corporate purposes, which may include executing its business plans, pursuing opportunities for further growth, and retiring a portion of its outstanding indebtedness; and (3) the Company and TotalEnergies entered into a registration rights agreement, described below. In connection with the issuance of common stock, the Company incurred transaction fees of $1.9 million. Pursuant to the Purchase Agreement, the Company and TotalEnergies also entered into a registration rights agreement on June 13, 2018, upon the closing under the Purchase Agreement. Pursuant to the registration rights agreement, the Company filed a registration statement with the Securities and Exchange Commission to cover the resale of the shares issued and sold under the Purchase Agreement, which was declared effective on August 16, 2018, and is obligated to use its commercially reasonable efforts to maintain the effectiveness of such registration statement until all such shares are sold or may be sold without restriction under Rule 144 under the Securities Act of 1933, as amended. As of December 31, 2023, the Company was in compliance with all of its registration covenants set forth in the registration rights agreement. At-The-Market Offerings On May 10, 2021, the Company entered into an equity distribution agreement with Goldman Sachs & Co. LLC, as sales agent, to sell shares of the Company’s common stock having an aggregate offering price of up to $100.0 million in an at-the-market offering program (the “May ATM Program”). Through June 3, 2021, the Company sold 12,362,237 shares of common stock under the May ATM Program, which exhausted the May ATM Program. On June 7, 2021, the Company entered into a new equity distribution agreement with Goldman Sachs & Co. LLC, as sales agent, to sell additional shares of common stock having an aggregate offering price of up to $100.0 million in a new at-the-market offering program (the “June ATM Program” and, together with the May ATM Program, the “ATM Programs”). On June 8, 2021, the Company sold 10,473,946 shares of common stock under the June ATM Program which exhausted the June ATM Program. For the year ended December 31, 2021, the Company issued 22,836,183 shares of common stock under the ATM Programs for gross proceeds of $200.0 million, and incurred transaction costs of $6.5 million, including $6.0 million in commissions paid to Goldman Sachs & Co. LLC. 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. During the year ended December 31, 2023, there were no repurchases of the Company’s common stock under the Repurchase Program. As of December 31, 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. Stock-Based Compensation The following table summarizes the compensation expense and related income tax benefit related to the Company’s stock-based compensation arrangements recognized in the accompanying consolidated statements of operations during the periods presented (in thousands): Year Ended December 31, 2021 2022 2023 Stock-based compensation expense, net of $0 tax in 2021, 2022 and 2023 $ 14,994 $ 26,473 $ 23,336 Equity Incentive Plans In December 2006, the Company adopted its 2006 Equity Incentive Plan (“2006 Plan”), which became effective on May 24, 2007, the date the Company completed its initial public offering of common stock. In May 2016, the Company adopted its 2016 Performance Incentive Plan (“2016 Plan”), which became effective on May 26, 2016, the date of approval of the 2016 Plan by the Company’s stockholders. The 2006 Plan became unavailable for new awards upon the effectiveness of the 2016 Plan. Unissued awards under the 2006 Plan are not available for future grant under the 2016 Plan. If any outstanding award under the 2006 Plan expires or is canceled, the shares allocable to the unexercised portion of that award will be added to the share reserve under the 2016 Plan and will be available for grant under the 2016 Plan. In May 2020, the Company adopted its Amended and Restated 2016 Performance Incentive Plan (“Amended 2016 Plan”), which increased the aggregate number of shares of the Company’s common stock to be delivered pursuant to all awards granted under the 2016 Performance Incentive Plan by an additional 17,500,000 shares, and became effective on May 15, 2020, the date of approval of the Amended 2016 Plan by the Company’s stockholders. As of December 31, 2023, the Company had 6,250,580 shares available for future grant under the Amended 2016 Plan. Service-Based Stock Options The Company has granted service-based stock options to key employees that vest annually over the three years following the date of grant at a rate of 34%, 33% and 33%, respectively, if the holder is in service to the Company at each vesting date. The service-based stock options granted have contractual terms of 10 years, and exercise price for the options granted is equal to the closing market price of the Company's common stock on the date of grant. The stock options are subject to the terms and conditions of the 2006 and 2016 Plans and a Notice of Grant of Stock Option and Stock Option Agreement. The following table summarizes the Company’s service-based stock option activities for the year ended December 31, 2023: Weighted Average Weighted Remaining Aggregate Average Contractual Intrinsic Number of Exercise Term Value Shares Price (in years) (in thousands) Options outstanding as of December 31, 2022 10,116,340 $ 6.00 Granted 3,030,439 $ 4.78 Exercised (98,592) $ 2.38 Forfeited or expired (487,610) $ 7.29 Options outstanding as of December 31, 2023 12,560,577 $ 5.68 6.71 $ 5,369 Options exercisable as of December 31, 2023 8,117,695 $ 5.54 5.63 $ 5,345 Options vested and expected to vest as of December 31, 2023 12,560,577 $ 5.68 6.71 $ 5,369 As of December 31, 2023, there was $11.0 million of total unrecognized compensation cost related to unvested shares subject to outstanding service-based stock options. That cost is expected to be expensed over a remaining weighted average period of approximately 1.4 years. The total fair value of shares vested during the year ended December 31, 2023 was $11.3 million. The fair value of each service-based stock option granted was estimated as of the date of grant using the Black-Scholes option pricing model and using the following assumptions: Year Ended December 31, 2021 2022 2023 Dividend yield 0.0% 0.0% 0.0% Expected volatility 76.8% to 96.8% 73.7% to 76.9% 75.2% to 76.6% Risk-free interest rate 0.58% to 1.31% 1.52% to 4.34% 3.68% to 4.73% Expected life in years 5.6 to 5.8 5.6 to 5.9 5.9 to 6.2 The volatility amounts used were estimated based on the historical volatility of the Company’s common stock over a term equal to the estimated life of the options. The expected lives used were based on historical exercise experience and the Company’s anticipated exercise periods for its outstanding stock options. The risk-free interest rates used were based on the U.S. Treasury yield curve with terms approximating the expected life of the stock options at the time of grant. The weighted-average grant date fair value per share of service-based stock options granted during the years ended December 31, 2021, 2022 and 2023 were $5.90, $4.40, and $3.30, respectively. The aggregate intrinsic value of service-based options exercised during the years ended December 31, 2021, 2022 and 2023 were $10.1 million, $1.3 million, and $0.2 million, respectively. The Company recorded $9.9 million, $11.9 million, and $11.7 million of stock option expense relating to service-based stock options for the years ended December 31, 2021, 2022 and 2023, respectively. The Company has not recorded any tax benefit related to its service-based stock option expense. Performance-Based Stock Options The Company granted 1,640,000 performance-based stock options to certain executives and key employees in 2021. The options granted vest in multiple tranches in which the vesting of each tranche is contingent upon securing a defined RNG production volume following the date of grant, if the holder is in service to the Company upon the achievement of such performance hurdles. The performance-based stock options have contractual terms of 10 years, and the exercise price for the options granted is equal to the closing market price of the Company's common stock on the date of grant. The stock options are subject to the terms and conditions of the 2016 Plan and a Notice of Grant of Stock Option and Stock Option Agreement. The following table summarizes the Company’s performance-based stock option activities for the year ended December 31, 2023: Weighted Average Weighted Remaining Aggregate Average Contractual Intrinsic Number of Exercise Term Value Shares Price (in years) (in thousands) Options outstanding as of December 31, 2022 1,640,000 $ 6.77 Granted — $ — Exercised — $ — Forfeited or expired (25,000) $ 6.77 Options outstanding as of December 31, 2023 1,615,000 $ 6.77 7.94 $ — Options vested and exercisable as of December 31, 2023 403,750 $ 6.77 7.94 $ — As of December 31, 2023, there was $4.1 million of total unrecognized compensation cost related to unvested shares subject to outstanding performance-based stock options. Compensation cost for the performance-based stock options is recognized when attainment of the performance hurdles is determined to be probable and over a period in which the Company estimates the performance hurdles will be achieved. No shares subject to outstanding performance-based stock options vested in the year ended December 31, 2023; as such, the total fair value of shares vested during the year ended December 31, 2023 was $0.0 million. The fair value of each performance-based stock option granted was estimated as of the date of grant using the Black-Scholes option pricing model and using the following assumptions: December 7, 2021 Dividend yield 0.0% Expected volatility 77.1% Risk-free interest rate 1.36% Expected life in years 6.2 The volatility amount used was estimated based on (i) the historical volatility of the Company’s common stock over a term equal to the estimated life of the options and on (ii) implied volatility of the Company’s traded options. The expected life used was based on historical exercise experience and the Company’s anticipated exercise period for its outstanding performance-based stock options. The risk-free interest rate used was based on the U.S. Treasury yield curve with terms approximating the expected life of the stock options at the time of grant. The weighted-average grant date fair value per share of performance-based stock options granted during the year ended December 31, 2021 was $4.58. No performance-based stock options were granted during the years ended December 31, 2022 and 2023. In addition, there were no performance-based stock options exercised during the years ended December 31, 2021, 2022 and 2023. The Company recognizes the grant date fair value of the options that are probable of being earned over the estimated performance period. Compensation cost relating to performance-based stock options was $1.0 million, $2.0 million, and $0.4 million for the years ended December 31, 2021, 2022 and 2023, respectively. The Company has not recorded any tax benefit related to its performance-based stock option expense. Market-Based Stock Options The Company granted 3,700,000 market-based stock options to select executives and employees in 2021. Market-based stock options vest if (i) the closing price of the Company’s common stock equals or exceeds $14.00 for twenty The following table summarizes the Company’s market-based stock option activities for the year ended December 31, 2023: Weighted Average Weighted Remaining Aggregate Average Contractual Intrinsic Number of Exercise Term Value Shares Price (in years) (in thousands) Options outstanding as of December 31, 2022 3,700,000 $ 6.77 Granted — $ — Exercised — $ — Forfeited or expired (50,000) $ 6.77 Options outstanding as of December 31, 2023 3,650,000 $ 6.77 7.94 $ — Options vested and exercisable as of December 31, 2023 — $ — — $ — As of December 31, 2023, there was no unrecognized compensation cost related to unvested shares subject to outstanding market-based stock options. That cost was fully expensed and recognized over the estimated derived service period of 2 years beginning on the date of grant. The Stock Price Condition was not met during the year ended December 31, 2023; as such, no vesting occurred. The fair value of each market-based stock option granted was estimated on the date of grant using the Monte Carlo simulation model. The Monte Carlo simulation method is subject to variability as certain assumptions must be made, including the derived service period, which is estimated based on likely future stock price performance and volatility of the Company’s common stock price. The fair value of each market-based stock option granted was estimated using the following assumptions: December 7, 2021 Dividend yield 0.0% Expected volatility 67.8% Risk-free interest rate 1.5% Expected life in years 10.0 The volatility amount used was based on the historical volatility of the Company’s common stock over a term equal to the estimated life of the options. The risk-free interest rate used was based on the U.S. Treasury yield curve with terms approximating the expected life of the stock options at the time of grant. The expected life used was based on the Company’s anticipated exercise period for its outstanding market-based stock options as the simulation was run from the valuation date through the end of the contractual life of the options using weekly time steps. The weighted-average grant date fair value per share of market-based stock options granted during the year ended December 31, 2021 was $4.87. No market-based stock options were granted during the years ended December 31, 2022 and 2023. In addition, there were no market-based stock options exercised during the years ended December 31, 2021, 2022 and 2023. The Company recorded $0.2 million, $9.4 million, and $8.2 million of compensation cost relating to market-based stock options during the years ended December 31, 2021, 2022 and 2023, respectively. The Company has not recorded any tax benefit related to its market-based stock option expense. Service-Based Restricted Stock Units The Company has granted service-based restricted stock units (“Service-Based RSUs”) to key employees that vest annually over the three years following the date of grant at a rate of 34%, 33% and 33%, respectively, if the holder is in service to the Company at each vesting date. The Service-Based RSUs are subject to the terms and conditions of the 2016 Plan and a Notice of Grant of Restricted Stock Unit and Restricted Stock Unit Agreement. The following table summarizes the Company’s Service-Based RSU activities for the year ended December 31, 2023: Weighted Average Number of Fair Value at Shares Grant Date RSU outstanding and unvested as of December 31, 2022 694,945 $ 8.41 Granted 129,524 $ 4.19 Vested (418,274) $ 7.38 Forfeited or expired (6,486) $ 10.08 RSU outstanding and unvested as of December 31, 2023 399,709 $ 8.10 The weighted average grant-date fair value of RSUs granted during the years ended December 31, 2021, 2022 and 2023 was $10.24, $6.41 and $4.19, respectively. As of December 31, 2023, there was $0.6 million of total unrecognized compensation cost related to unvested shares subject to outstanding Service-Based RSUs. That cost is expected to be expensed over a remaining weighted-average period of approximately 0.6 years. The Company recorded $3.9 million, $3.1 million, and $3.0 million of expense during the years ended December 31, 2021, 2022 and 2023, respectively, related to the Service-Based RSUs. The Company has not recorded any tax benefit related to its Service-Based RSU expense. Employee Stock Purchase Plan On May 7, 2013, the Company adopted an employee stock purchase plan (the “2013 ESPP”), pursuant to which eligible employees may purchase shares of the Company’s common stock at 85% of the fair market value of the common stock on the last trading day of two consecutive, non-concurrent offering periods each year. The Company has reserved 2,500,000 shares of its common stock for issuance under the 2013 ESPP, and the first offering period under the ESPP commenced on September 1, 2013. At the Company’s annual meeting of stockholders held on May 19, 2022, the Company’s stockholders voted and approved the 2022 Employee Stock Purchase Plan (the “2022 ESPP”), making 2,500,000 shares of the Company's common stock available for issuance under the 2022 ESPP. Upon approval of the 2022 ESPP, the 2013 ESPP was terminated following the conclusion of the offering period dated June 30, 2022. The 2022 ESPP does not have a “pour over” feature; as such, any unissued shares under the 2013 ESPP are no longer available for issuance under the 2022 ESPP. The Company recorded $0.1 million, $0.1 million, and $0.1 million of expense for the years ended December 31, 2021, 2022 and 2023, respectively, related to the Company’s ESPPs. The Company has not recorded any tax benefit related to its ESPP expense. As of December 31, 2023, the Company had issued an aggregate of 102,666 shares pursuant to the 2022 ESPP. Amazon Warrant On April 16, 2021, the Company entered into a Project Addendum to Fuel Pricing Agreement (“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, which was a 21.3% premium to the $11.12 closing price of the common stock on April 15, 2021. The Warrant Shares vest in multiple tranches, the first of which for 13,283,445 Warrant Shares vested 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. Under the Transaction Agreement, the Company was required to use commercially reasonable efforts to obtain the approval of its stockholders with respect to the issuance of Warrant Shares in excess of 50,595,531 shares of common stock, pursuant to The Nasdaq Stock Market LLC’s Listing Rule 5635(b) (the “Stockholder Approval”). On June 14, 2021, the Company obtained Stockholder Approval. As a result of the issuance of additional shares of common stock under the ATM Programs 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 Additional Warrant Shares vest in multiple tranches, the first of which for 1,406,490 Additional Warrant Shares vested on June 14, 2021. Subsequent tranches of the Additional Warrant Shares will vest over time based on fuel purchases by Amazon and its affiliates, consistent with the vesting schedule for the Warrant Shares as described above. The right to exercise the warrants and receive the Warrant Shares and Additional Warrant Shares (the “Amazon Warrant”) that have vested expires April 16, 2031. Amazon Holdings may not exercise the Amazon Warrant to the extent such exercise would cause Amazon Holdings to beneficially own more than 4.999% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise (excluding any unvested portion of the Amazon Warrant) (the “Beneficial Ownership Limitation”). Amazon Holdings may, however, waive or modify the Beneficial Ownership Limitation by providing written notice to the Company sixty-one Non-cash stock-based sales incentive contra-revenue charges (“Amazon Warrant Charges”) associated with the Amazon Warrant are recognized as the customer purchases fuel and vesting conditions become probable of being achieved based on the grant date fair value of the Amazon Warrant. The fair values of the Amazon Warrant were determined as of the grant date in accordance with ASC 718, Compensation – Stock Compensation April 16, 2021 June 14, 2021 Dividend yield 0.0% 0.0% Expected volatility 66.46% 67.97% Risk-free interest rate 1.59% 1.49% Expected term in years 10.0 9.8 The volatility amounts used were estimated based on the historical volatility of the Company’s common stock over a period matching the assumed term of the Amazon Warrant. The expected terms used were based on the term of the Amazon Warrant at the date of issuance. The risk-free interest rates used were based on the U.S. Treasury yield curve for the expected term of the Amazon Warrant at the date of issuance. The following table summarizes the Amazon Warrant activities for the year ended December 31, 2023: Warrant Shares Outstanding and unvested as of December 31, 2022 42,314,667 Granted — Vested (4,701,632) Outstanding and unvested as of December 31, 2023 37,613,035 As a result of the immediate vesting of a portion of the Warrant Shares and Additional Warrant Shares, the Company recognized Amazon Warrant Charges, in the second quarter of 2021, of $76.6 million and a customer incentive asset of $38.4 million representing Amazon Warrant Charges associated with future contractually required minimum fuel purchases which will be recognized as the fuel is purchased. During the years ended December 31, 2021, 2022 and 2023, Amazon Warrant Charges in the consolidated statements of operations were $83.6 million, $24.3 million and $60.6 million, respectively. Amazon Warrant Charges for the year ended December 31, 2021 included $76.6 million from the immediate vesting of a portion of the Warrant Shares and Additional Warrant Shares and $7.0 million associated with fuel purchases. Amazon Warrant Charges for the years ended December 31, 2022 and 2023 were related to customer fuel purchases. As of December 31, 2022, the Company had a customer incentive asset of $22.2 million, classified in “Prepaid expenses and other current assets” in the accompanying consolidated balance sheets. As of December 31, 2023, the customer incentive asset had been fully amortized. Stonepeak Warrant In connection with the Stonepeak Credit Agreement and the related Loan Facility (see Note 12), on December 12, 2023, the Company issued warrants (the “Stonepeak Warrant”) to Stonepeak, pursuant to a warrant agreement, dated December 12, 2023 (the “Warrant Agreement”), allowing Stonepeak to purchase 10,000,000 shares of the Company’s common stock at an exercise price of $5.50 and an additional 10,000,000 shares of the Company’s common stock at an exercise price of $6.50. The Stonepeak Warrant vested upon the execution of the Warrant Agreement and is exercisable at any time after December 12, 2025. The Stonepeak Warrant has an 8.5 Company’s common stock for which the Stonepeak Warrant is exercisable and the associated exercise price are subject to certain customary anti-dilution and continuity adjustments as set forth in the Warrant Agreement. Stonepeak may not exercise the Stonepeak Warrant to the extent such exercise would cause Stonepeak to beneficially own more than 9.999% of the number of shares of the Company’s common stock outstanding immediately after giving effect to such exercise (the “Stonepeak Beneficial Ownership Limitation”). Stonepeak may, however, waive or amend the Stonepeak Beneficial Ownership Limitation by providing written notice to the Company sixty-one The Stonepeak Warrant, issued in conjunction with the funding of the Senior Term Loan, was determined to be a separate unit of account from the Loan Facility based on evaluation of the contractual terms of the Stonepeak Credit Agreement and the Warrant Agreement. As a result, amounts were allocated to the Stonepeak Warrant using the relative fair value method. The Stonepeak Warrant is deemed an equity classified instrument because the underlying warrants (1) do not embody an obligation of the Company, (2) are deemed to be indexed to the Company’s own common stock, and (3) meet all the conditions for equity classification. As such, the Stonepeak Warrant is measured at fair value as of the issuance date, and subsequent changes in fair value will not be recognized in earnings. The fair values of the Stonepeak Warrant as of the issuance date were determined using the Black-Scholes option pricing model and the following assumptions: December 12, 2023 December 12, 2023 Exercise price 5.50 6.50 Dividend yield 0.0% 0.0% Expected volatility 72.96% 72.96% Risk-free interest rate 4.22% 4.22% Expected term in years 8.5 8.5 The volatility amounts used were estimated based on the historical volatility of the Company’s common stock over a period matching the assumed term of the Stonepeak Warrant. The expected terms used were based on the term of the Stonepeak Warrant on the date of issuance. The risk-free interest rates used were based on the U.S. Treasury yield curve for the expected term of the Stonepeak Warrant on the date of issuance. As a result of the issuance and vesting of the Stonepeak Warrant, the Company recognized $42.4 million, representing the fair value of the Stonepeak Warrant, in “Additional paid-in capital” included in “Stockholders’ equity” and recorded $31.8 million, classified as debt discount to the gross principal of the Senior Term Loan, and $10.6 million, classified as a warrant asset included in “Notes receivable and other long-term assets, net” in the consolidated balance sheets as of December 31, 2023. The debt discount relating to the Stonepeak Warrant will be amortized using the interest method in accordance with ASC 835-30, Imputation of Interest The following table summarizes the Stonepeak Warrant activities for the year ended December 31, 2023: Warrant Shares Outstanding and unexercised as of December 31, 2022 — Granted 20,000,000 Exercised — Outstanding and unexercised as of December 31, 2023 20,000,000 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14 —Income Taxes The components of loss before income taxes for the years ended December 31, 2021, 2022 and 2023 are as follows (in thousands): 2021 2022 2023 U.S. $ (93,117) $ (58,431) $ (99,749) Foreign (919) (939) (772) Total loss before income taxes $ (94,036) $ (59,370) $ (100,521) The provision for income taxes for the years ended December 31, 2021, 2022 and 2023 consists of the following (in thousands): 2021 2022 2023 Current: State $ 54 $ 47 $ 92 Foreign (4) — — Total current 50 47 92 Deferred: Federal 18 78 (318) State 51 95 (197) Total deferred 69 173 (515) Total expense $ 119 $ 220 $ (423) A reconciliation of the income tax expense for the years ended December 31, 2021, 2022 and 2023, with the amount computed using the federal income tax rate of 21% as of December 31, 2021, 2022 and 2023, consists of the following (in thousands): 2021 2022 2023 Computed expected tax (benefit) $ (19,747) $ (12,468) $ (21,110) Nondeductible expenses 617 4,218 1,062 Tax rate differential on foreign earnings 189 197 162 Joint ventures (2) 441 1,035 Amazon warrants 3,707 1,134 5,381 Tax credits (5,299) (6,065) (6,250) Other 1,463 843 (48) Change in valuation allowance 19,191 11,920 19,345 Total tax expense $ 119 $ 220 $ (423) The Company recorded a federal tax benefit of $4.9 million, $5.8 million and $6.2 million related to the exclusion of AFTC associated with 2021, 2022 and 2023 fuel sales in excess of its fuel tax obligation, respectively. These amounts increased the Company’s deferred tax asset and the Company’s deferred tax asset valuation allowance. Deferred tax assets and liabilities result from differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The tax effect of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2022 and 2023 are as follows (in thousands): 2022 2023 Deferred tax assets: Accrued expenses $ 5,445 $ 6,178 Lease obligations 14,093 25,574 Alternative minimum tax and general business credits 7,011 7,011 Stock option expense 7,850 11,756 Amazon warrants 16,169 20,002 Other 3,163 6,096 Depreciation and amortization 3,455 4,270 Loss carryforwards 141,381 152,310 Total deferred tax assets 198,567 233,197 Less valuation allowance (177,224) (202,242) Net deferred tax assets 21,343 30,955 Deferred tax liabilities: Right-of-use assets (13,950) (24,650) Commodity swap contracts (784) (741) Goodwill (2,847) (3,160) Investments in joint ventures and partnerships (4,862) (2,989) Total deferred tax liabilities (22,443) (31,540) Net deferred tax liabilities $ (1,100) $ (585) As of December 31, 2023, the Company had federal, state and foreign net operating loss carryforwards of approximately $589.7 million, $460.3 million and $4.5 million, respectively. The Company’s federal, state and foreign net operating loss carryforwards will, if not utilized, expire beginning in 2027, 2028 and 2033, respectively. The Company also has federal tax credit carryforwards of $8.2 million that will expire beginning in 2026. Due to the change of ownership provisions of Internal Revenue Code Section 382, utilization of a portion of the Company’s net operating loss and tax credit carryforwards may be limited in future periods. In assessing the realizability of the net deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers projected future taxable income and tax planning strategies in making this assessment. As of December 31, 2022 and 2023, the Company provided a valuation allowance of $177.2 million and $202.2 million, respectively, to reduce the net deferred tax assets due to uncertainty surrounding the realizability of these assets. The increase in the valuation allowance for the year ended December 31, 2023 of $25.0 million was primarily attributable to an increase in losses without benefit. For the year ended December 31, 2023, the Company did not have any offshore earnings of certain non-U.S. subsidiaries which are permanently reinvested outside the United States. The Company does not recognize the impact of a tax position in its financial statements unless the position is more likely than not to be sustained, based on the technical merits of the position. The Company has unrecognized tax benefits of $59.1 million as of December 31, 2023 that, if recognized, would not result in a tax benefit since it would be fully offset with a valuation allowance. The following is a tabular reconciliation of the total amounts of unrecognized tax benefits for the years ended December 31, 2021, 2022 and 2023 (in thousands): Unrecognized tax benefit—December 31, 2021 $ 50,585 Gross increases—tax positions in current year 4,358 Gross increases—tax positions in prior year — Gross decreases—tax positions in prior year (271) Unrecognized tax benefit—December 31, 2022 54,672 Gross increases—tax positions in current year 4,517 Gross increases—tax positions in prior year — Gross decreases—tax positions in prior year (93) Unrecognized tax benefit—December 31, 2023 $ 59,096 The increase in the Company’s unrecognized tax benefits in the years ended December 31, 2023 and December 31, 2022 is primarily attributable to the portion of AFTC offset by the fuel tax the Company collected from its customers and the warrants issued to its customer. ASC 740, Income Taxes, The Company is subject to taxation in the United States and various states and foreign jurisdictions. The Company’s tax years from 2019 to 2023 are subject to examination by various tax authorities. Although the Company is no longer subject to U.S. examination for years before 2020 and to state tax examinations for years before 2019, taxing authorities can adjust the net operating losses that arose in earlier years if and when the net operating losses reduce future income. In addition, the Company is required to indemnify SAFE&CEC S.r.l. for taxes that are imposed on CEC for pre-contribution tax periods. A number of years may elapse before an uncertain tax position is finally resolved. It is often difficult to predict the final outcome or the timing of resolution of an uncertain tax position, but the Company believes that its reserves for income taxes reflect the most probable outcomes. The Company adjusts the reserve, as well as the related interest and penalties, in light of changing facts and circumstances. The amount of penalties accrued is immaterial. Settlement of any particular position would usually require the use of cash and result in the reduction of the related reserve, or there could be a change in the amount of the Company’s net operating loss. The resolution of a matter would be recognized as an adjustment to the provision for income taxes at the effective tax rate in the period of resolution. The Company does not expect a significant increase or decrease in its uncertain tax positions within the next twelve months. On August 16, 2022, the Inflation Reduction Act of 2022 ("the IRA”) was signed into law. Besides the reinstatement of AFTC for the three year period from January 1, 2022 to December 31, 2024, the IRA offers tax incentives targeting energy transaction and renewables: ● The investment tax credit under Section 48 of the Internal Revenue Code is expanded to include Qualified Biogas Property, which is expected to be available for the RNG dairy projects that the Company has invested or will invest. The investment tax credit rate could range from 6% up to a 50% bonus rate depending on meeting certain wage, apprenticeship, domestic content, and energy community requirements. ● A new tax credit under Section 45Z of the Internal Revenue Code was introduced to apply to low-emissions transportation fuel produced at a qualified facility and sold by the taxpayer after December 31, 2024 through December 31, 2027. The IRA provides a base credit of 20 cents per gallon or $1.00 per gallon multiplied by an applicable emission factor if prevailing wage and apprentices requirements are met. The Company expects its RNG dairy projects will be eligible for this credit, although the rate of the credit per gallon is still pending further guidance from the US Treasury department. ● The alternative fuel refueling property credit under Section 30C of the Internal Revenue Code was reinstated for 2022 and extended an additional 10 years to apply to any property placed in service before January 1, 2033. The base credit amount is 6% with a bonus rate of 30% if wage and registered apprenticeship requirements are met with a maximum credit amount of $100,000 (previously $30,000) per single refueling pump. The Internal Revenue Service has been granted broad authority to issue regulations or other guidance that could clarify how these taxes will be applied and credits will be eligible. The Company is continuing to evaluate the financial impact of the IRA as additional information becomes available. For the year ended December 31, 2023, two RNG projects that the Company invested in were placed in service and are eligible for the Investment Tax Credits. The Company intends to monetize the tax credits by transferring to third parties. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15 —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 it believes the ultimate resolution of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity. 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 December 31, 2023, the fixed commitments under these contracts totaled approximately $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. By the end of the third quarter of 2023, the Company had funded a total of $5.5 million in delayed draw loans with respect to the loan commitment; as a result, its commitment pursuant to the Note Purchase Agreement was satisfied. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Leases | Note 16 —Leases The Company’s operating leases are related to real estate for fueling stations, office spaces, warehouses, a LNG liquefaction plant, and office equipment, and its finance leases are primarily related to vehicles. NG Advantage has provided residual value guarantees on leases of certain vehicles aggregating $1.0 million to the lessors. NG Advantage expects to owe these amounts in full and therefore they have been included in the measurement of the lease liabilities and ROU assets. Certain of the Company’s real estate leases contain variable lease payments, including payments based on a change in the index or gasoline gallon equivalents of natural gas dispensed at fueling stations. These variable lease payments cannot be determined at the commencement of the lease and are not included in the ROU assets and lease liabilities. As such, amounts associated with these variable lease payments are recorded as a period expense when incurred. Lessee Accounting As of December 31, 2022 and 2023, the Company’s finance and operating lease asset and liability balances were as follows (in thousands): 2022 2023 Finance leases: Land, property and equipment, gross $ 5,703 $ 6,436 Accumulated depreciation (2,895) (3,199) Land, property and equipment, net $ 2,808 $ 3,237 Current portion of finance lease obligations $ 948 $ 1,758 Long-term portion of finance lease obligations 2,134 1,839 Total finance lease liabilities $ 3,082 $ 3,597 Operating leases: Operating lease right-of-use assets $ 52,586 $ 92,324 Current portion of operating lease obligations $ 4,206 $ 6,687 Long-term portion of operating lease obligations 48,911 89,065 Total operating lease liabilities $ 53,117 $ 95,752 The components of lease expense for finance and operating leases consisted of the following (in thousands): Year Ended December 31, 2022 2023 Finance leases: Depreciation on assets under finance leases $ 877 $ 928 Interest on lease liabilities 164 183 Total finance leases expense $ 1,041 $ 1,111 Operating leases: Lease expense $ 8,800 $ 15,986 Lease expense on short-term leases 513 503 Variable lease expense 4,306 4,777 Sublease income (636) (636) Total operating leases expense $ 12,983 $ 20,630 Supplemental information on finance and operating leases is as follows (dollars in thousands): Year Ended December 31, 2022 2023 Operating cash outflows from finance leases $ 164 $ 183 Operating cash outflows from operating leases $ 6,582 $ 10,709 Financing cash outflows from finance leases $ 945 $ 1,055 Assets obtained in exchange for new finance lease liabilities (1) $ 774 $ 1,569 ROU assets obtained in exchange for operating lease liabilities (1) $ 13,449 $ 46,592 December 31, December 31, 2022 2023 Weighted-average remaining lease term - finance leases 2.34 years 2.44 years Weighted-average remaining lease term - operating leases 11.29 years 10.14 years Weighted-average discount rate - finance leases 5.71% 7.41% Weighted-average discount rate - operating leases 8.44% 9.82% (1) These amounts are excluded from the accompanying consolidated statements of cash flows as they are non-cash investing, operating and/or financing activities. The following schedule presents the Company’s maturities of finance and operating lease liabilities as of December 31, 2023 (in thousands): Fiscal Year Finance Leases Operating Leases 2024 $ 1,979 $ 15,125 2025 1,073 15,406 2026 593 15,363 2027 362 15,359 2028 3 14,531 Thereafter — 75,759 Total minimum lease payments 4,010 151,543 Less amount representing interest (413) (55,791) Present value of lease liabilities $ 3,597 $ 95,752 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 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 the years ended December 31, 2021, 2022 and 2023, the Company recognized $0.4 million, $0.4 million and $0.4 million, respectively, in “Interest income” on its lease receivables. The following schedule presents the Company’s maturities of lease receivables as of December 31, 2023 (in thousands): Fiscal Year: 2024 $ 962 2025 962 2026 985 2027 1,105 2028 515 Thereafter 703 Total minimum lease payments 5,232 Less amount representing interest (1,087) Present value of lease receivables $ 4,145 |
401(k) Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
401(k) Plan | Note 17 —401(k) Plan The Company has established a savings plan (“Savings Plan”) which is qualified under Section 401(k) of the Internal Revenue Code. Eligible employees may elect to make contributions to the Savings Plan through salary deferrals of up to 90% of their base pay, subject to Internal Revenue Code limitations. The Company may also make discretionary contributions to the Savings Plans, subject to limitations. For each of the years ended December 31, 2021, 2022 and 2023 the Company contributed approximately $1.6 million, $1.9 million and $1.7 million, respectively, of matching contributions to the Savings Plan. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 18 —Net Loss Per Share The following table sets forth the computations of basic and diluted earnings (loss) per share for the years ended December 31, 2021, 2022 and 2023 (in thousands, except share and per share amounts): 2021 2022 2023 Net loss attributable to Clean Energy Fuels Corp. $ (93,146) $ (58,733) $ (99,497) Weighted-average common shares outstanding 213,118,694 222,414,790 222,904,785 Dilutive effect of potential common shares from restricted stock units, stock options and stock warrants — — — Weighted-average common shares outstanding - diluted 213,118,694 222,414,790 222,904,785 Basic loss per share $ (0.44) $ (0.26) $ (0.45) Diluted loss per share $ (0.44) $ (0.26) $ (0.45) The following potentially dilutive securities have been excluded from the diluted net loss per share calculations because their effect would have been antidilutive. Although these securities were antidilutive for these periods, they could be dilutive in future periods. (in shares) 2021 2022 2023 Stock options 17,153,671 15,456,340 17,825,577 Stonepeak warrant shares — — 20,000,000 Restricted stock units 1,126,942 694,945 399,709 Amazon warrant shares 58,767,714 58,767,714 58,767,714 Total 77,048,327 74,918,999 96,993,000 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 19 —Related Party Transactions TotalEnergies S.E. During the years ended December 31, 2021, 2022 and 2023, the Company recognized revenue of $4.9 million, $7.6 million, and $1.4 million, respectively, 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 7). As of December 31, 2022, the Company had receivables from TotalEnergies of $2.5 million. Outstanding receivables due from TotalEnergies were immaterial as of December 31, 2023. During the years ended December 31, 2021, 2022 and 2023, the Company paid TotalEnergies $2.0 million, $8.4 million, and $6.9 million, respectively, for expenses incurred in the ordinary course of business, settlements on commodity swap contracts (Note 7), and the guaranty fee under the Credit Support Agreement with TotalEnergies Holdings USA Inc., a wholly owned subsidiary of TotalEnergies. As of December 31, 2022, outstanding payables due to TotalEnergies were $0.2 million. Outstanding payables due to TotalEnergies were immaterial as of December 31, 2023. SAFE&CEC S.r.l During the years ended December 31, 2021, 2022 and 2023, the Company received $0.2 million, $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 2023, the Company had receivables due from SAFE&CEC S.r.l. of $0.3 million and $0.3 million, respectively. During the years ended December 31, 2021, 2022 and 2023, the Company paid SAFE&CEC S.r.l $9.6 million, $16.7 million, and $12.6 million, respectively, for parts and equipment in the ordinary course of business. As of December 31, 2022 and 2023, the Company had payables due to SAFE&CEC S.r.l. of $3.3 million and $8.1 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. For the years ended December 31, 2021, 2022 and 2023, the Company recognized management and O&M fee revenue of $0.4 million, $1.3 million, and $3.1 million, respectively. As of December 31, 2022 and 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. For the years ended December 31, 2021, 2022 and 2023, the Company paid $0.0 million, $0.6 million, and $1.2 million, respectively, on behalf of the joint ventures for expenses incurred in the ordinary course of business. As of December 31, 2022 and 2023, outstanding receivables due from the joint ventures with TotalEnergies and bp totaled $0.6 million and $0.7 million, respectively, representing outstanding unreimbursed expenses that the Company paid on behalf of the joint ventures. For the years ended December 31, 2021, 2022 and 2023, the Company received $0.0 million, $1.5 million, and $5.0 million, respectively, from the joint ventures with TotalEnergies and bp for management and O&M fees and reimbursement of expenses incurred in the ordinary course of business. No amounts were paid to the joint ventures with TotalEnergies and bp for the years ended December 30, 2021, 2022 and 2023. As of December 31, 2023, the Company had payables due to the joint ventures with TotalEnergies and bp of $0.6 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. 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 4). In December 2023, the $5.5 million advance was refunded to the Company by the DR JV. Other Equity Method Investees For the years ended December 31, 2022 and 2023, the Company provided $2.0 million and $3.5 million, respectively, to a certain equity method investee pursuant to the Note Purchase Agreement (see Note 15). As of December 31, 2022 and 2023, the carrying amount of the Company’s convertible promissory note measured at fair value was $1.9 million and $2.3 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 December 31, 2023 in the accompanying consolidated balance sheets. For the years ended December 31, 2022 and 2023, the Company recognized management fee revenue of $0.1 million and $0.6 million, respectively, from the Company’s other equity method investees. No management fee revenue was recognized for the year ended December 31, 2021. As of December 31, 2022 and 2023, the Company had management fee receivables due from other equity method investees of $0.1 million and $0.7 million, respectively. |
Reportable Segments and Geograp
Reportable Segments and Geographic Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Reportable Segments and Geographic Information | Note 20 —Reportable Segments and Geographic Information Disclosures are required for certain information regarding operating segments, products and services, geographic areas of operation and major customers. Segment reporting is based on the “management approach,” which assesses, how management organizes the Company’s operating segments for which separate financial information is (1) available and (2) evaluated regularly by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company operates in a single segment to supply natural gas. In making operating decisions, the CODM primarily considers consolidated financial information, accompanied by fuel and O&M services volume information. The assessment of operating results and the allocation of resources among the components of the business are made by the CODM and are based on profitability margins and volumes by market sector and by type. Contracts are evaluated based on the economics of a mix of products and services for a customer. The table below presents the Company’s revenue, operating loss and long-lived assets by geographic area (in thousands). Several of the Company’s functions, including marketing, engineering, and finance are performed at the corporate level. As a result, significant interdependence and overlap exist among the Company’s geographic areas. Geographic revenue data reflect internal allocations and are therefore subject to certain assumptions and the Company’s methodology. Accordingly, revenue, operating loss, and long-lived assets shown for each geographic area may not be the amounts that would have been reported if the geographic areas were independent of one another. Revenue by geographic area is categorized based on where services are rendered and finished goods are sold. Operating loss by geographic area is categorized based on the location of the entity selling the finished goods or providing the services. Long-lived assets by geographic area are categorized based on the location of the assets. 2021 2022 2023 Revenue: United States $ 252,310 $ 416,975 $ 418,754 Canada 3,336 3,189 6,405 Total revenue $ 255,646 $ 420,164 $ 425,159 Operating loss: United States $ (94,157) $ (50,796) $ (75,163) Canada (891) (911) (1,237) Total operating loss $ (95,048) $ (51,707) $ (76,400) Long-lived assets: United States $ 440,770 $ 525,682 $ 657,397 Canada 630 1,902 3,827 Total long-lived assets $ 441,400 $ 527,584 $ 661,224 The Company’s goodwill and intangible assets as of December 31, 2021, 2022 and 2023 relate to its U.S. operations, and its subsidiaries, Clean Energy Cryogenics, Clean Energy Renewable Development, and NG Advantage (see Note 4). |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2023 | |
Concentrations [Abstract] | |
Concentrations | Note 21 —Concentrations During the years ended December 31, 2021, 2022 and 2023, zero one one During the years ended December 31, 2021, 2022 and 2023, no single customer accounted for 10% or more of the Company’s total revenue. |
Schedule II_ Valuation and Qual
Schedule II: Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2023 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II: Valuation and Qualifying Accounts | Schedule II - Valuation and Qualifying Accounts (In thousands) Allowance for Allowance for Credit Losses Credit Losses on Accounts on Notes Receivables Receivables Balance as of December 31, 2020 $ 1,335 $ 4,105 Charges (benefit) to operations 77 650 Deductions (207) — Balance as of December 31, 2021 1,205 4,755 Charges (benefit) to operations 571 744 Deductions (401) — Balance as of December 31, 2022 1,375 5,499 Charges (benefit) to operations 439 1,041 Deductions (339) — Balance as of December 31, 2023 $ 1,475 $ 6,540 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s consolidated financial position, results of operations, comprehensive income (loss), stockholders’ equity, and cash flows in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements and these notes. Actual results could differ from those estimates and may result in material effects on the Company’s operating results and financial position. Significant estimates made in preparing the accompanying consolidated financial statements include (but are not limited to) those related to revenue recognition, fair value measurements, goodwill and long-lived asset valuations and impairment assessments, income tax valuations, stock-based compensation expense and stock-based sales incentive charges. |
Amazon Warrant | Amazon Warrant The Amazon Warrant (as defined in Note 13) is accounted for as an equity instrument and measured in accordance with 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 In accordance with ASC 606, the Company determined that it is the principal for the revenue generated from third parties under this collaborative arrangement with Tourmaline; as such, the associated revenue and cost of sales generated and incurred are recognized on a gross basis in the 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, because 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 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. This ASU permits private entities with common control arrangements that may contain or be leases to use any written terms and conditions between the parties, without regard to their legal enforceability, to identify, classify and account for common control leases. In addition, all lessees (public or private), in general, amortize leasehold improvements related to a common control lease over their useful life to the common control group, regardless of the ASC 842 lease term, as long as they continue to control the use of the underlying leased asset. The ASU is effective for fiscal years, including interim periods within those years, beginning after December 15, 2023, with early adoption allowed. The adoption of this new ASU is not anticipated to have a material effect on the Company’s consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU improves financial reporting by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included with each reported measure of significant profit or loss on an annual and interim basis. This ASU also requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. This ASU is required to be applied retrospectively for all prior periods presented in the financial statements and will likely result in additional disclosures when adopted. The Company is evaluating the adoption impact of this ASU on the Company’s consolidated financial statements and related disclosures. |
Revenue Recognition | Revenue Recognition 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 them being transferred to the customer, and as such, revenue is recognized on a gross basis. Sales and usage-based taxes are excluded from revenues. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities. Product Revenue Volume-Related The Company’s volume-related product revenue consists of sales of RNG and conventional natural gas, in the form of CNG and LNG, AFTC (defined below) incentives, and sales of RINs and LCFS Credits in addition to Amazon Warrant Charges (defined in Note 13) and changes in fair value of the Company’s derivative instruments associated with providing fuel to customers under contracts. RNG and conventional natural gas are sold pursuant to contractual commitments over defined delivery periods. These contracts typically include a stand-ready obligation to supply natural gas. The Company applies the ‘right to invoice’ practical expedient and recognizes fuel revenue in the amount to which the Company has the right to invoice. The Company has a right to consideration based on the amount of gasoline gallon equivalents (“GGEs”) of fuel dispensed by the customer and current pricing conditions. The Company calculates one GGE to equal 125,000 British Thermal Units (“BTUs”), and, as such, one million BTUs (“MMBTU”) equal eight GGEs. Customers are typically billed on a monthly basis. Since payment terms are less than a year, the Company has elected the practical expedient which allows it to not assess whether a customer contract has a significant financing component. Contract modifications are not distinct from the existing contract and are typically renewals of fuel sales. As a result, these modifications are accounted for as if they were part of the existing contract. The effect of a contract modification on the transaction price is recognized prospectively. The Company sells RINs and LCFS Credits to third parties that need the credits to comply with federal and state requirements. Revenue is recognized on these credits when there is an agreement in place to monetize the credits at a determinable price and the RNG fuel has been sold. The sales price for some environmental credit transactions may not be determinable in the period in which the RNG was sold as pricing is established in the quarter after the RNG was sold. In these circumstances, revenue from RIN and LCFS credits is recognized once the sales price has been established and therefore is considered determinable. Amazon Warrant Charges are determined based on the grant date fair value of the award, and the associated non-cash stock-based sales incentive charges, which are recorded as a reduction of revenue, are recognized as the customer purchases fuel and vesting conditions become probable of being achieved. See discussion under “Amazon Warrant” below and Note 13 for additional information. The changes in fair value of derivative instruments relate to the Company’s commodity swap and customer fueling contracts under the Zero Now Zero Now AFTC is generated when RNG or conventional natural gas is sold for use as fuel to operate a motor vehicle. See discussion under “Alternative Fuel Excise Tax Credit” below for more information about AFTC, which is not recognized as revenue until the period the credit is authorized through federal legislation. Station Construction Sales Station construction contracts are generally short-term, except for certain larger and more complex stations, which can take up to 24 months to complete. For most of the Company’s station construction contracts, the customer contracts with the Company to provide a significant service of integrating a complex set of tasks and components into a single station. Hence, the entire contract is accounted for as one performance obligation. The Company recognizes revenue over time as the Company performs under its station construction contracts because of the continual transfer of control of the goods to the customer, who typically controls the work in process. Revenue is recognized based on the extent of progress towards completion of the performance obligation and is recorded proportionally as costs are incurred. Costs to fulfill the Company’s obligations under these contracts typically include labor, materials and subcontractors’ costs, other direct costs and an allocation of indirect costs. Refinements of estimates to account for changing conditions and new developments are continuous and characteristic of the process. Many factors that can affect contract profitability may change during the performance period of the contract, including differing site conditions, the availability of skilled contract labor, the performance of major suppliers and subcontractors, and unexpected changes in material costs. Because a significant change in one or more of these estimates could affect the profitability of these contracts, the contract price and cost estimates are reviewed periodically as work progresses and adjustments proportionate to the cost-to-cost measure of progress are reflected in contract revenues in the reporting period when such estimates are revised. Provisions for estimated losses on uncompleted contracts are recorded in the period in which the losses become known. Contract modifications are typically expansions in scope of an existing station construction project. As a result, these modifications are accounted for as if they were part of the existing contract. The effect of a contract modification on the transaction price and the Company’s measure of progress for the performance obligation to which it relates is recognized as an adjustment to revenue (either as an increase or a reduction) on a cumulative catch-up basis. Under the typical payment terms of the Company’s station construction contracts, the customer makes either performance-based payments (“PBPs”) or progress payments. PBPs are interim payments of the contract price based on quantifiable measures of performance or the achievement of specified events or milestones. Progress payments are interim payments of costs incurred as the work progresses. For some of these contracts, the Company may be entitled to receive an advance payment. The advance payment typically is not considered a significant financing component because it is used to meet working capital demands that can be higher in the early stages of a construction contract and to protect the Company if the customer fails to adequately complete some or all of its obligations under the contract. In addition, the customer retains a small portion of the contract price until completion of the contract. Such retained portion of the contract price is not considered a significant financing component because the intent is to protect the customer. In certain contracts with its customers, the Company agrees to provide multiple goods or services, including construction of and sale of a station, O&M services, and sale of fuel to the customer. These contracts have multiple performance obligations because the promise to transfer each separate good or service is separately identifiable and distinct. This evaluation requires significant judgment and the decision to combine a group of contracts or separate the combined or single contract into multiple performance obligations could change the amount of revenue recognized in one or more periods. The Company allocates the contract price to each performance obligation using best estimates of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate the standalone selling price for fuel and O&M services is observable standalone sales, and the primary method used to estimate the standalone selling price for station construction sales is the expected cost plus a margin approach because the Company sells customized customer-specific solutions. Under this approach, the Company forecasts expected costs of satisfying a performance obligation and then adds an appropriate margin for the good or service. Service Revenue O&M Services O&M and other services are sold pursuant to contractual commitments over defined performance periods. These contracts typically include a stand-ready obligation to provide O&M and/or other services based on a committed and agreed upon routine maintenance schedule or when and if called upon by the customer. The Company applies the ‘right to invoice’ practical expedient and recognizes O&M and other services revenue in the amount to which the Company has the right to invoice. The Company has a right to consideration based on services rendered or on amount of GGEs of fuel dispensed by the customer multiplied by an agreed-upon rate. Customers are typically billed on a monthly basis. Since payment terms are less than a year, the Company has elected the practical expedient which allows it to not assess whether a customer contract has a significant financing component. Contract modifications are not distinct from the existing contract and are typically renewals of O&M and other service sales. As a result, these modifications are accounted for as if they were part of the existing contract. The effect of a contract modification on the transaction price is recognized prospectively. Other services The majority of other services revenue consist of sales of used natural gas heavy-duty trucks purchased by the Company and management fees relating to management services provided to the Company’s equity method investees and joint ventures with TotalEnergies and bp. Revenue on sales contracts of used natural gas trucks is recognized at the point in time when the customer accepts delivery of the truck. Management fee revenue is recognized over time on a monthly basis as services are rendered by the Company. |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s consolidated financial position, results of operations, comprehensive income (loss), stockholders’ equity, and cash flows in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements and these notes. Actual results could differ from those estimates and may result in material effects on the Company’s operating results and financial position. Significant estimates made in preparing the accompanying consolidated financial statements include (but are not limited to) those related to revenue recognition, fair value measurements, goodwill and long-lived asset valuations and impairment assessments, income tax valuations, stock-based compensation expense and stock-based sales incentive charges. |
Inventory | Inventory Inventory consists of raw materials and spare parts, work in process and finished goods and is stated at the lower of cost (first-in, first-out) or net realizable value. The Company evaluates inventory balances for excess quantities and obsolescence by analyzing estimated demand, inventory on hand, sales levels and other information and reduces inventory balances to net realizable value for excess and obsolete inventory based on this analysis. Inventories consisted of the following as of December 31, 2022 and 2023 (in thousands): 2022 2023 Raw materials and spare parts $ 37,144 $ 45,335 Total inventory $ 37,144 $ 45,335 |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities In connection with the Company’s Zero Now Zero Now |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost. Depreciation and amortization are recognized over the estimated useful lives of the assets using the straight-line method. The estimated useful lives of depreciable assets are three LNG trailers three Grant proceeds received for the years ended December 31, 2021 and 2023 were approximately $0.5 million and $1.9 million, respectively. No grant proceeds were received for the year ended December 31, 2022. Gross grant proceeds of $24.9 million and $25.9 million were included in “Land, property and equipment, net” in the accompanying consolidated balance sheets as of December 31, 2022 and 2023, respectively. Related accumulated amortization of the grant proceeds was $16.5 million and $17.0 million as of December 31, 2022 and 2023, respectively. The Company recorded amortization expense relating to grant proceeds of $1.7 million, $1.4 million and $1.5 million for the years ended December 31, 2021, 2022 and 2023, respectively. |
Leases | Leases On January 1, 2019, the Company adopted Accounting Standards Codification (“ASC”) 842, Leases At the inception of a contract the Company assesses whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether the Company has the right to direct the use of the asset. The commencement date of the contract is the date the lessor makes the underlying asset available for use by the lessee. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset during the lease term and lease liabilities represent obligations to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the net present value of fixed lease payments over the lease term. ROU assets also include any initial direct costs and advance lease payments made and exclude lease incentives. Lease liabilities also include terminal purchase options when deemed reasonably certain to exercise. The Company’s lease term includes options to extend when it is reasonably certain that it will exercise that option. The Company has elected not to recognize ROU assets and lease liabilities for short-term leases that have a term of 12 months or less; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. As most of the Company’s operating leases do not have an implicit rate that can be readily determined, the Company uses its secured incremental borrowing rate for the same term as the underlying lease based on information available at lease commencement. For finance leases, the Company uses the rate implicit in the lease. The lease classification affects the expense recognition on the consolidated statements of operations. Operating lease charges are recorded in “Cost of sales, exclusive of depreciation and amortization,” and “Selling, general and administrative” expense. Finance lease charges are split, whereby depreciation on assets under finance leases is recorded in “Depreciation and amortization” expense and an implied interest component is recorded in “Interest expense.” The expense recognition for operating leases and finance leases is substantially consistent with legacy accounting. |
Long-Lived Assets | Long-Lived Assets The Company reviews the carrying value of its long-lived assets, including property and equipment and intangible assets with finite useful lives, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. Events that could result in an impairment review include, among others, a significant decrease in the operating performance of a long-lived asset or asset group or the decision to close a fueling station. Impairment testing involves a comparison of the sum of the undiscounted future cash flows of the asset or asset group to its carrying amount. If the sum of the undiscounted future cash flows exceeds the carrying amount, then no impairment exists. If the carrying amount exceeds the sum of the undiscounted future cash flows, then a second step is performed to determine the amount of impairment, if any, to be recognized. An impairment loss is recognized to the extent that the carrying amount of the asset or asset group exceeds its fair value. The fair value of the asset or asset group is based on estimated discounted future cash flows of the asset or asset group using a discount rate commensurate with the related risk. The estimate of future cash flows requires management to make assumptions and to apply judgment, including forecasting future sales and expenses and estimating useful lives of the assets. These estimates can be affected by a number of factors, including, among others, future results, demand, and economic conditions, many of which can be difficult to predict. There were no impairments of the Company’s long-lived assets in the years ended December 31, 2021, 2022 and 2023. Intangible assets with finite useful lives are amortized over their respective estimated useful lives using the straight-line method. The estimated useful lives of intangible assets with finite useful lives are one one two The Company’s intangible assets as of December 31, 2022 and 2023 were as follows (in thousands): 2022 2023 Customer relationships $ 5,376 $ 5,376 Acquired contracts 10,299 10,749 Trademark and trade names 2,700 2,700 Non-compete agreements 860 860 Total intangible assets 19,235 19,685 Less accumulated amortization (13,320) (13,320) Net intangible assets $ 5,915 $ 6,365 Amortization expense of intangible assets was $0.5 million for the year ended December 31, 2021. No amortization expense relating to intangible assets was recognized for the years ended December 31, 2022 and 2023. In connection with the Company’s investment in anaerobic digester gas (“ADG”) RNG production projects, the Company acquired contractual rights relating to manure feedstock totaling $0.4 million and $0.5 million in 2022 and 2023, respectively. The amounts paid for contractual rights to manure feedstock are classified and included under “Acquired contracts” in the table above. The acquired contractual rights to manure feedstock have a contractual term ranging from 20 Estimated amortization expense subsequent to the year ended December 31, 2023 is expected to be approximately $0.0 million in 2024, $0.2 million in 2025, $0.3 million in 2026, $0.3 million in 2027, $0.3 million in 2028, and $5.3 million thereafter. |
Goodwill | Goodwill Goodwill represents the excess of costs incurred over the fair value of the net assets of acquired businesses. The Company assesses its goodwill using either a qualitative or quantitative approach to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying value. The Company is required to use judgment when applying the goodwill impairment test, including, among other considerations, the identification of reporting unit(s), the assessment of qualitative factors, and the estimation of fair value of a reporting unit in the quantitative approach. The Company determined that it is a single reporting unit for the purpose of goodwill impairment tests. The Company performs the impairment test annually on October 1, or more frequently if facts and circumstances warrant a review. The qualitative goodwill assessment includes the evaluation of potential impact on a reporting unit’s fair value of certain events and circumstances, including its enterprise value, macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity-specific events. If it is determined, based upon the qualitative assessment, that it is more likely than not that the reporting unit’s fair value is less than its carrying amount, then a quantitative impairment test is performed. The quantitative assessment estimates the reporting unit’s fair value based on its enterprise value plus an assumed control premium as evidence of fair value. The estimates used to determine the fair value of the reporting unit may change based on results of operations, macroeconomic conditions, stock price fluctuations, or other factors. Changes in these estimates could materially affect our assessment of the fair value and goodwill impairment for the reporting unit. During the years ended The following table summarizes the activity related to the carrying amount of goodwill (in thousands): Balance as of December 31, 2021 $ 64,328 Balance as of December 31, 2022 $ 64,328 Balance as of December 31, 2023 $ 64,328 |
Revenue Recognition | Revenue Recognition 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 them being transferred to the customer, and as such, revenue is recognized on a gross basis. Sales and usage-based taxes are excluded from revenues. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities. Product Revenue Volume-Related The Company’s volume-related product revenue consists of sales of RNG and conventional natural gas, in the form of CNG and LNG, AFTC (defined below) incentives, and sales of RINs and LCFS Credits in addition to Amazon Warrant Charges (defined in Note 13) and changes in fair value of the Company’s derivative instruments associated with providing fuel to customers under contracts. RNG and conventional natural gas are sold pursuant to contractual commitments over defined delivery periods. These contracts typically include a stand-ready obligation to supply natural gas. The Company applies the ‘right to invoice’ practical expedient and recognizes fuel revenue in the amount to which the Company has the right to invoice. The Company has a right to consideration based on the amount of gasoline gallon equivalents (“GGEs”) of fuel dispensed by the customer and current pricing conditions. The Company calculates one GGE to equal 125,000 British Thermal Units (“BTUs”), and, as such, one million BTUs (“MMBTU”) equal eight GGEs. Customers are typically billed on a monthly basis. Since payment terms are less than a year, the Company has elected the practical expedient which allows it to not assess whether a customer contract has a significant financing component. Contract modifications are not distinct from the existing contract and are typically renewals of fuel sales. As a result, these modifications are accounted for as if they were part of the existing contract. The effect of a contract modification on the transaction price is recognized prospectively. The Company sells RINs and LCFS Credits to third parties that need the credits to comply with federal and state requirements. Revenue is recognized on these credits when there is an agreement in place to monetize the credits at a determinable price and the RNG fuel has been sold. The sales price for some environmental credit transactions may not be determinable in the period in which the RNG was sold as pricing is established in the quarter after the RNG was sold. In these circumstances, revenue from RIN and LCFS credits is recognized once the sales price has been established and therefore is considered determinable. Amazon Warrant Charges are determined based on the grant date fair value of the award, and the associated non-cash stock-based sales incentive charges, which are recorded as a reduction of revenue, are recognized as the customer purchases fuel and vesting conditions become probable of being achieved. See discussion under “Amazon Warrant” below and Note 13 for additional information. The changes in fair value of derivative instruments relate to the Company’s commodity swap and customer fueling contracts under the Zero Now Zero Now AFTC is generated when RNG or conventional natural gas is sold for use as fuel to operate a motor vehicle. See discussion under “Alternative Fuel Excise Tax Credit” below for more information about AFTC, which is not recognized as revenue until the period the credit is authorized through federal legislation. Station Construction Sales Station construction contracts are generally short-term, except for certain larger and more complex stations, which can take up to 24 months to complete. For most of the Company’s station construction contracts, the customer contracts with the Company to provide a significant service of integrating a complex set of tasks and components into a single station. Hence, the entire contract is accounted for as one performance obligation. The Company recognizes revenue over time as the Company performs under its station construction contracts because of the continual transfer of control of the goods to the customer, who typically controls the work in process. Revenue is recognized based on the extent of progress towards completion of the performance obligation and is recorded proportionally as costs are incurred. Costs to fulfill the Company’s obligations under these contracts typically include labor, materials and subcontractors’ costs, other direct costs and an allocation of indirect costs. Refinements of estimates to account for changing conditions and new developments are continuous and characteristic of the process. Many factors that can affect contract profitability may change during the performance period of the contract, including differing site conditions, the availability of skilled contract labor, the performance of major suppliers and subcontractors, and unexpected changes in material costs. Because a significant change in one or more of these estimates could affect the profitability of these contracts, the contract price and cost estimates are reviewed periodically as work progresses and adjustments proportionate to the cost-to-cost measure of progress are reflected in contract revenues in the reporting period when such estimates are revised. Provisions for estimated losses on uncompleted contracts are recorded in the period in which the losses become known. Contract modifications are typically expansions in scope of an existing station construction project. As a result, these modifications are accounted for as if they were part of the existing contract. The effect of a contract modification on the transaction price and the Company’s measure of progress for the performance obligation to which it relates is recognized as an adjustment to revenue (either as an increase or a reduction) on a cumulative catch-up basis. Under the typical payment terms of the Company’s station construction contracts, the customer makes either performance-based payments (“PBPs”) or progress payments. PBPs are interim payments of the contract price based on quantifiable measures of performance or the achievement of specified events or milestones. Progress payments are interim payments of costs incurred as the work progresses. For some of these contracts, the Company may be entitled to receive an advance payment. The advance payment typically is not considered a significant financing component because it is used to meet working capital demands that can be higher in the early stages of a construction contract and to protect the Company if the customer fails to adequately complete some or all of its obligations under the contract. In addition, the customer retains a small portion of the contract price until completion of the contract. Such retained portion of the contract price is not considered a significant financing component because the intent is to protect the customer. In certain contracts with its customers, the Company agrees to provide multiple goods or services, including construction of and sale of a station, O&M services, and sale of fuel to the customer. These contracts have multiple performance obligations because the promise to transfer each separate good or service is separately identifiable and distinct. This evaluation requires significant judgment and the decision to combine a group of contracts or separate the combined or single contract into multiple performance obligations could change the amount of revenue recognized in one or more periods. The Company allocates the contract price to each performance obligation using best estimates of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate the standalone selling price for fuel and O&M services is observable standalone sales, and the primary method used to estimate the standalone selling price for station construction sales is the expected cost plus a margin approach because the Company sells customized customer-specific solutions. Under this approach, the Company forecasts expected costs of satisfying a performance obligation and then adds an appropriate margin for the good or service. Service Revenue O&M Services O&M and other services are sold pursuant to contractual commitments over defined performance periods. These contracts typically include a stand-ready obligation to provide O&M and/or other services based on a committed and agreed upon routine maintenance schedule or when and if called upon by the customer. The Company applies the ‘right to invoice’ practical expedient and recognizes O&M and other services revenue in the amount to which the Company has the right to invoice. The Company has a right to consideration based on services rendered or on amount of GGEs of fuel dispensed by the customer multiplied by an agreed-upon rate. Customers are typically billed on a monthly basis. Since payment terms are less than a year, the Company has elected the practical expedient which allows it to not assess whether a customer contract has a significant financing component. Contract modifications are not distinct from the existing contract and are typically renewals of O&M and other service sales. As a result, these modifications are accounted for as if they were part of the existing contract. The effect of a contract modification on the transaction price is recognized prospectively. Other services The majority of other services revenue consist of sales of used natural gas heavy-duty trucks purchased by the Company and management fees relating to management services provided to the Company’s equity method investees and joint ventures with TotalEnergies and bp. Revenue on sales contracts of used natural gas trucks is recognized at the point in time when the customer accepts delivery of the truck. Management fee revenue is recognized over time on a monthly basis as services are rendered by the Company. |
Alternative Fuels Tax Credit | Alternative Fuel Excise Tax Credit Under separate pieces of U.S. federal legislation, the Company was eligible to receive a federal alternative fuel excise tax credit (“AFTC”) for its natural gas vehicle fuel sales made between October 1, 2006 and December 31, 2021. The AFTC credit was equal to $0.50 per GGE of CNG that the Company sold as vehicle fuel, and $0.50 per diesel gallon of LNG that the Company sold as vehicle fuel in 2020 and 2021. The Inflation Reduction Act of 2022, enacted on August 16, 2022 (the “IRA”), extended AFTC for an additional three years, beginning retroactively to January 1, 2022. AFTC incentive under the extension period remains at $0.50 per GGE of CNG and $0.50 per diesel gallon of LNG that the Company sells as vehicle fuel through December 31, 2024. Based on the service relationship with its customers, either the Company or its customer claims the credit. The Company records its AFTC credits, if any, as revenue in its consolidated statements of operations because the credits are fully payable to the Company and do not offset income tax liabilities. As such, the credits are not deemed income tax credits under the accounting guidance applicable to income taxes. |
LNG Transportation Costs | LNG Transportation Costs The Company records the costs incurred to transport LNG to its customers in “Product cost of sales” in the accompanying consolidated statements of operations. |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred. Advertising costs were immaterial for the years ended December 31, 2021, 2022 and 2023. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes compensation expense for all stock‑based payment arrangements over the requisite service period of the award and recognizes forfeitures as they occur. For service and performance-based stock options, the Company determines the grant date fair value using the Black‑Scholes option pricing model, which requires the input of certain assumptions, including the expected life of the stock‑based payment award, stock price volatility and risk‑free interest rate. For market-based stock options, the Company determines the grant date fair value using the Monte Carlo simulation model, which requires the input of certain assumptions, including the derived service period and the volatility of the Company’s stock price. For restricted stock units, the Company determines the grant date fair value based on the closing market price of its common stock on the date of grant. |
Amazon Warrant | Amazon Warrant The Amazon Warrant (as defined in Note 13) is accounted for as an equity instrument and measured in accordance with ASC 718, Compensation – Stock Compensation Revenue from Contracts with Customers |
Income Taxes | Income Taxes Income taxes are computed using the asset and liability method. Under this method, deferred income taxes are recognized by applying enacted statutory tax rates applicable to future years to differences between the tax bases and financial carrying amounts of existing assets and liabilities. The impact on deferred taxes of changes in tax rates and laws, if any, is applied to the years during which temporary differences are expected to be settled and are reflected in the consolidated financial statements in the period of enactment. Valuation allowances are established when management determines it is more likely than not that deferred tax assets will not be realized. When evaluating the need for a valuation analysis, we use estimates involving a high degree of judgment including projected future U.S. GAAP income and the amounts and estimated timing of the reversal of any deferred tax assets and liabilities. The Company has a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not sustainable upon examination by taxing authorities based on the technical merits of the position. The amount recognized is measured as the largest amount of benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefit in income tax expense. The Company operates within multiple domestic and foreign taxing jurisdictions and is subject to audit in these jurisdictions. These audits can involve complex issues, which may require an extended period of time to resolve. Although the Company believes that adequate consideration has been given to these issues, it is possible that the ultimate resolution of these issues could be significantly different from originally estimated. |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is computed by dividing the net loss attributable to Clean Energy Fuels Corp. by the weighted-average number of common shares outstanding and common shares issuable for little or no cash consideration during the period. Diluted net loss per share is computed by dividing the net loss attributable to Clean Energy Fuels Corp. by the weighted-average number of common shares outstanding and common shares issuable for little or no cash consideration during the period and potentially dilutive securities outstanding during the period, and therefore reflects the dilution from common shares that may be issued upon exercise or conversion of these potentially dilutive securities, such as stock options, warrants, convertible notes and restricted stock units. The dilutive effect of stock awards and warrants is computed under the treasury stock method. The dilutive effect of convertible notes and restricted stock units is computed under the if-converted method. Potentially dilutive securities are excluded from the computations of diluted net loss per share if their effect would be antidilutive. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The Company uses the local currency as the functional currency of its foreign subsidiary and equity method investment. Accordingly, all assets and liabilities outside the U.S. are translated into U.S. dollars at the rate of exchange in effect at the balance sheet date. Revenue and expense items are translated at the weighted-average exchange rates prevailing during the period. Foreign currency translation adjustments are recorded in “Accumulated other comprehensive loss” in stockholders’ equity. Foreign currency transactions occur when there is a transaction denominated in other than the respective entity’s functional currency. The Company records the changes in the exchange rate for these transactions in its consolidated statements of operations. For each of the years ended December 31, 2021, 2022 and 2023, foreign exchange transaction gains and (losses) were immaterial and were included in “Other income, net” in the accompanying consolidated statements of operations. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity (net assets) of a business enterprise during the period from transactions and other events and circumstances from non-owner sources. The difference between net loss and comprehensive loss for the years ended December 31, 2021, 2022 and 2023 was comprised of the Company’s foreign currency translation adjustments and unrealized gains and losses on available-for-sale securities. |
Concentration of Credit Risk | Concentration of Credit Risk Credit is extended to all customers based on financial condition, and collateral is generally not required. Concentrations of credit risk with respect to trade receivables are limited because of the large number of customers comprising the Company’s customer base and dispersion across many different industries and geographies. Certain international customers, however, have historically been slower to pay on trade receivables. Accordingly, the Company continually monitors collections and payments from its customers and maintains a provision for estimated credit losses based upon its historical experience and any specific customer collection issues that it has identified. Although credit losses have historically been within the Company’s expectations and the provisions established, the Company cannot guarantee that it will continue to experience the same credit loss rates that it has in the past. |
Recently Adopted Accounting 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. This ASU permits private entities with common control arrangements that may contain or be leases to use any written terms and conditions between the parties, without regard to their legal enforceability, to identify, classify and account for common control leases. In addition, all lessees (public or private), in general, amortize leasehold improvements related to a common control lease over their useful life to the common control group, regardless of the ASC 842 lease term, as long as they continue to control the use of the underlying leased asset. The ASU is effective for fiscal years, including interim periods within those years, beginning after December 15, 2023, with early adoption allowed. The adoption of this new ASU is not anticipated to have a material effect on the Company’s consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU improves financial reporting by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included with each reported measure of significant profit or loss on an annual and interim basis. This ASU also requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. This ASU is required to be applied retrospectively for all prior periods presented in the financial statements and will likely result in additional disclosures when adopted. The Company is evaluating the adoption impact of this ASU on the Company’s consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of inventories | Inventories consisted of the following as of December 31, 2022 and 2023 (in thousands): 2022 2023 Raw materials and spare parts $ 37,144 $ 45,335 Total inventory $ 37,144 $ 45,335 |
Schedule of finite-lived intangible assets | The Company’s intangible assets as of December 31, 2022 and 2023 were as follows (in thousands): 2022 2023 Customer relationships $ 5,376 $ 5,376 Acquired contracts 10,299 10,749 Trademark and trade names 2,700 2,700 Non-compete agreements 860 860 Total intangible assets 19,235 19,685 Less accumulated amortization (13,320) (13,320) Net intangible assets $ 5,915 $ 6,365 |
Schedule of goodwill | The following table summarizes the activity related to the carrying amount of goodwill (in thousands): Balance as of December 31, 2021 $ 64,328 Balance as of December 31, 2022 $ 64,328 Balance as of December 31, 2023 $ 64,328 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of revenue | The table below presents the Company’s revenue disaggregated by revenue source (in thousands): Year Ended December 31, 2021 2022 2023 Product revenue: Volume-related Fuel sales (1) $ 130,973 $ 281,103 $ 286,956 Change in fair value of derivative instruments (2) (3,490) 517 (158) RIN Credits 31,736 34,635 25,860 LCFS Credits 16,808 12,634 9,885 AFTC (3) 20,700 21,760 20,854 Total volume-related product revenue 196,727 350,649 343,397 Station construction sales 16,406 22,346 26,427 Total product revenue 213,133 372,995 369,824 Service revenue: Volume-related, O&M services 41,934 45,901 52,660 Other services 579 1,268 2,675 Total service revenue 42,513 47,169 55,335 Total revenue $ 255,646 $ 420,164 $ 425,159 (1) Includes non-cash stock-based sales incentive contra-revenue charges associated with the Amazon Warrant for the years ended December 31, 2021, 2022 and 2023 of $83.6 million, $24.3 million and $60.6 million, respectively. See Note 13 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 1 and Note 7 for more information about these derivative instruments. (3) Represents AFTC. See Note 1 for more information. |
Summary of contract balances | As of December 31, 2022 and 2023, the Company’s contract balances were as follows (in thousands): 2022 2023 Accounts receivable, net $ 91,430 $ 98,426 Contract assets - current $ 6,063 $ 7,823 Contract assets - non-current 2,976 2,433 Contract assets - total $ 9,039 $ 10,256 Contract liabilities - current $ 5,477 $ 4,936 Contract liabilities - non-current — 151 Contract liabilities - total $ 5,477 $ 5,087 |
Investments in Other Entities_2
Investments in Other Entities and Noncontrolling Interest in a Subsidiary (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Schedule of Equity Method Investments [Line Items] | |
Summary of financial information | Year Ended December 31, 2021 2022 2023 Revenue $ 704 $ 1,217 $ 615 Gross profit 216 506 327 Operating loss (1,757) (2,556) (4,513) Net loss $ (1,793) $ (2,585) $ (4,539) As of December 31, 2022 2023 Current assets $ 1,652 $ 1,436 Non-current assets 4,609 4,281 Total assets $ 6,261 $ 5,717 Current liabilities $ 1,169 $ 1,231 Non-current liabilities 2,383 6,312 Total liabilities $ 3,552 $ 7,543 |
TotalEnergies | |
Schedule of Equity Method Investments [Line Items] | |
Summary of financial information | The following table presents the combined summarized financial information of the TotalEnergies joint venture (in thousands): Year Ended December 31, 2021 2022 2023 Revenue $ — $ — $ 1,462 Gross profit — — 173 Operating loss (119) (454) (3,414) Net loss $ (119) $ (454) $ (4,951) As of December 31, 2022 2023 Current assets $ 11 $ 13,838 Non-current assets 32,773 33,289 Total assets $ 32,784 $ 47,127 Current liabilities $ 4,326 $ 2,518 Non-current liabilities 19,493 29,595 Total liabilities $ 23,819 $ 32,113 |
bpJV | |
Schedule of Equity Method Investments [Line Items] | |
Summary of financial information | Year Ended December 31, 2021 2022 2023 Revenue $ — $ — $ — Gross profit — — — Operating loss (678) (7,210) (15,074) Net loss (603) (5,485) (10,241) Net loss attributable to bpJV $ (599) $ (5,426) $ (9,127) As of December 31, 2022 2023 Current assets $ 157,241 $ 209,973 Non-current assets 207,464 296,240 Total assets $ 364,705 $ 506,213 Current liabilities $ 22,698 $ 27,706 Non-current liabilities 2,716 13,558 Total liabilities $ 25,414 $ 41,264 Equity attributable to shareowners of bpJV $ 313,544 $ 440,613 Equity attributable to noncontrolling interest 25,747 24,336 Total equity $ 339,291 $ 464,949 |
SAFE&CEC S.r.l. | |
Schedule of Equity Method Investments [Line Items] | |
Summary of financial information | Year Ended December 31, 2021 2022 2023 Revenue $ 109,119 $ 110,104 $ 97,740 Gross profit 25,784 24,902 24,098 Operating income 4,728 2,513 (562) Net income (loss) $ 2,392 $ 951 $ (2,148) As of December 31, 2022 2023 Current assets $ 82,514 $ 79,981 Non-current assets 60,187 59,636 Total assets $ 142,701 $ 139,617 Current liabilities $ 73,931 $ 70,193 Non-current liabilities 20,248 20,888 Total liabilities $ 94,179 $ 91,081 |
Cash, Cash Equivalents and Re_2
Cash, Cash Equivalents and Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of cash and cash equivalents | Cash, cash equivalents and restricted cash as of December 31, 2022 and 2023 consisted of the following (in thousands): 2022 2023 Current assets: Cash and cash equivalents $ 123,950 $ 104,944 Restricted cash - standby letter of credit 2,000 2,019 Total cash, cash equivalents and current portion of restricted cash $ 125,950 $ 106,963 Total cash, cash equivalents and restricted cash $ 125,950 $ 106,963 |
Schedule of components of restricted cash | Cash, cash equivalents and restricted cash as of December 31, 2022 and 2023 consisted of the following (in thousands): 2022 2023 Current assets: Cash and cash equivalents $ 123,950 $ 104,944 Restricted cash - standby letter of credit 2,000 2,019 Total cash, cash equivalents and current portion of restricted cash $ 125,950 $ 106,963 Total cash, cash equivalents and restricted cash $ 125,950 $ 106,963 |
Short-Term Investments (Tables)
Short-Term Investments (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2023 consisted of the following (in thousands): Gross Amortized Unrealized Estimated Cost Gain (Loss) Fair Value U.S. government securities $ 157,628 $ 28 $ 157,656 Certificates of deposit 530 — 530 Total short-term investments $ 158,158 $ 28 $ 158,186 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 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 $ 2,593 $ — $ 2,593 Notes receivable and other long-term assets, net 2,035 — 2,035 Total derivative assets $ 4,628 $ — $ 4,628 Liabilities: Commodity swaps: Current portion of derivative liabilities, related party $ 1,875 $ — $ 1,875 Total derivative liabilities $ 1,875 $ — $ 1,875 |
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 2023, by year with associated volumes: December 31, 2022 December 31, 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 — $ — 2024 1,875,000 $ 3.18 1,875,000 $ 3.18 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Schedule of information by level for assets and liabilities that are measured at fair value on a recurring basis | 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 December 31, 2023 Level 1 Level 2 Level 3 Assets: Available-for-sale securities: U.S. government securities (1) $ 157,656 $ 157,656 $ — $ — Convertible promissory note (4) 2,330 — — 2,330 Certificates of deposit (1) 530 — 530 — Embedded derivatives (3) 4,628 — — 4,628 Liabilities: Commodity swap contracts (2) $ 1,875 $ — $ — $ 1,875 (1) Included in “Short-term investments” in the accompanying consolidated balance sheets. See Note 6 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 December 31, 2023 in the accompanying consolidated balance sheets. See Note 7 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 2023 in the accompanying consolidated balance sheets. See Note 7 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 December 31, 2023 in the accompanying 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: Liabilities: Embedded Convertible Commodity Derivatives Promissory Note Swap Contracts Balance as of December 31, 2021 $ 6,776 $ — $ (4,383) Settlements, net — — 7,761 Total gain (loss) (21) (134) (7,223) Purchases — 2,014 — Balance as of December 31, 2022 $ 6,755 $ 1,880 $ (3,845) Balance as of December 31, 2022 $ 6,755 $ 1,880 $ (3,845) Settlements, net — — 4,858 Total gain (loss) (2,127) 103 (2,888) Purchases — 3,822 — Equity method investment loss — (3,475) — Balance as of December 31, 2023 $ 4,628 $ 2,330 $ (1,875) Change in unrealized gain (loss) for the year ended December 31, 2022 included in earnings $ (21) $ — $ 538 Change in unrealized gain (loss) for the year ended December 31, 2023 included in earnings $ (2,127) $ — $ 1,970 Change in unrealized gain (loss) for the year ended December 31, 2022 included in other comprehensive income (loss) $ — $ (134) $ — Change in unrealized gain (loss) for the year ended December 31, 2023 included in other comprehensive income (loss) $ — $ 103 $ — |
Schedule of Debt Instruments at Fair Value | Debt instruments as of December 31, 2023 consisted of the following (in thousands): Net Carrying Estimated Amounts Fair Value Stonepeak Term Loan $ 260,906 $ 253,303 Other Debt 255 255 Total Debt $ 261,161 $ 253,558 |
Commodity swaps | |
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 2023: December 31, 2022 December 31, 2023 Significant Unobservable Inputs Input Range Weighted Average Input Range Weighted Average ULSD Gulf Coast Forward Curve $2.35 - $2.59 $ 2.48 $ 1.97 - $ 2.27 $ 2.15 Historical Differential to PADD 3 Diesel $0.88 - $1.62 $ 1.13 $ 0.92 - $ 1.62 $ 1.16 Historical Differential to PADD 5 Diesel $1.89 - $3.00 $ 2.30 $ 1.89 - $ 3.16 $ 2.48 The Company estimated the fair value of embedded derivatives in its fueling agreements under the Zero Now December 31, 2022 December 31, 2023 Significant Unobservable Inputs Input Range Weighted Average Input Range Weighted Average ULSD Gulf Coast Forward Curve $2.35 - $2.59 $ 2.48 $ 1.97 - $ 2.27 $ 2.15 Historical Differential to PADD 3 Diesel $0.88 - $1.62 $ 1.13 $ 0.92 - $ 1.62 $ 1.16 Historical Differential to PADD 5 Diesel $1.91 - $3.05 $ 2.31 $ 1.89 - $ 3.16 $ 2.48 |
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 2023: Significant Unobservable Inputs December 31, 2022 December 31, 2023 Risk-free interest rate 4.57% 5.39% Credit adjustment 8.36% 5.31% Credit adjusted discount rate 12.93% 10.70% |
Other Receivables (Tables)
Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Schedule of other receivables | Other receivables as of December 31, 2022 and 2023 consisted of the following (in thousands): 2022 2023 Loans to customers to finance vehicle purchases $ 523 $ 194 Accrued customer billings 4,910 5,566 Fuel tax credits 9,462 8,876 Other 2,131 5,134 Total other receivables $ 17,026 $ 19,770 |
Land, Property and Equipment (T
Land, Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of land, property and equipment | Land, property and equipment, net as of December 31, 2022 and 2023 consisted of the following (in thousands): 2022 2023 Land $ 3,476 $ 7,397 LNG liquefaction plants 94,790 96,786 Station equipment 353,104 418,647 Trailers 73,253 70,542 Other equipment 106,184 105,137 Construction in progress 91,105 125,389 721,912 823,898 Less accumulated depreciation (457,844) (492,140) Total land, property and equipment, net $ 264,068 $ 331,758 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Accrued liabilities as of December 31, 2022 and 2023 consisted of the following (in thousands): 2022 2023 Accrued alternative fuels incentives (1) $ 34,239 $ 41,609 Accrued employee benefits 5,128 5,315 Accrued gas and equipment purchases 22,008 17,485 Accrued interest 1,827 1,451 Accrued property and other taxes 3,782 4,502 Accrued salaries and wages 6,857 8,697 Other (2) 16,238 12,475 Total accrued liabilities $ 90,079 $ 91,534 (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) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Debt obligations as of December 31, 2022 and 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 December 31, 2023 Unamortized Debt Balance, Net of Principal Balance Financing Costs Financing Costs Stonepeak Term Loan $ 300,000 $ 39,094 $ 260,906 Other debt 255 — 255 Total debt 300,255 39,094 261,161 Less amounts due within one year (38) — (38) Total long-term debt $ 300,217 $ 39,094 $ 261,123 |
Summary of aggregate maturities of long term debt and capital lease obligations | The following is a summary of the aggregate maturities of debt obligations for each of the annual periods subsequent to December 31, 2023 (in thousands): 2024 2025 2026 2027 2028 Thereafter Total Stonepeak Term Loan $ — $ — $ — $ — $ — $ 300,000 $ 300,000 Other Debt 38 44 50 57 66 — 255 Total $ 38 $ 44 $ 50 $ 57 $ 66 $ 300,000 $ 300,255 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Subsidiary, Sale of Stock [Line Items] | |
Summary of compensation expense and related income tax benefit related to the stock-based compensation expense recognized | The following table summarizes the compensation expense and related income tax benefit related to the Company’s stock-based compensation arrangements recognized in the accompanying consolidated statements of operations during the periods presented (in thousands): Year Ended December 31, 2021 2022 2023 Stock-based compensation expense, net of $0 tax in 2021, 2022 and 2023 $ 14,994 $ 26,473 $ 23,336 |
Summary of the Company's RSU activity | The following table summarizes the Company’s Service-Based RSU activities for the year ended December 31, 2023: Weighted Average Number of Fair Value at Shares Grant Date RSU outstanding and unvested as of December 31, 2022 694,945 $ 8.41 Granted 129,524 $ 4.19 Vested (418,274) $ 7.38 Forfeited or expired (6,486) $ 10.08 RSU outstanding and unvested as of December 31, 2023 399,709 $ 8.10 |
Amazon Warrant | |
Subsidiary, Sale of Stock [Line Items] | |
Schedule of fair value measurement of warrants | April 16, 2021 June 14, 2021 Dividend yield 0.0% 0.0% Expected volatility 66.46% 67.97% Risk-free interest rate 1.59% 1.49% Expected term in years 10.0 9.8 |
Schedule of warrant activity | The following table summarizes the Amazon Warrant activities for the year ended December 31, 2023: Warrant Shares Outstanding and unvested as of December 31, 2022 42,314,667 Granted — Vested (4,701,632) Outstanding and unvested as of December 31, 2023 37,613,035 |
Stonepeak Warrant | |
Subsidiary, Sale of Stock [Line Items] | |
Schedule of fair value measurement of warrants | December 12, 2023 December 12, 2023 Exercise price 5.50 6.50 Dividend yield 0.0% 0.0% Expected volatility 72.96% 72.96% Risk-free interest rate 4.22% 4.22% Expected term in years 8.5 8.5 |
Schedule of warrant activity | Warrant Shares Outstanding and unexercised as of December 31, 2022 — Granted 20,000,000 Exercised — Outstanding and unexercised as of December 31, 2023 20,000,000 |
Service Based Stock Options [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Summary of stock option activity | The following table summarizes the Company’s service-based stock option activities for the year ended December 31, 2023: Weighted Average Weighted Remaining Aggregate Average Contractual Intrinsic Number of Exercise Term Value Shares Price (in years) (in thousands) Options outstanding as of December 31, 2022 10,116,340 $ 6.00 Granted 3,030,439 $ 4.78 Exercised (98,592) $ 2.38 Forfeited or expired (487,610) $ 7.29 Options outstanding as of December 31, 2023 12,560,577 $ 5.68 6.71 $ 5,369 Options exercisable as of December 31, 2023 8,117,695 $ 5.54 5.63 $ 5,345 Options vested and expected to vest as of December 31, 2023 12,560,577 $ 5.68 6.71 $ 5,369 |
Schedule of assumptions used to estimate the fair value of each award using the Black-Scholes option pricing model | The fair value of each service-based stock option granted was estimated as of the date of grant using the Black-Scholes option pricing model and using the following assumptions: Year Ended December 31, 2021 2022 2023 Dividend yield 0.0% 0.0% 0.0% Expected volatility 76.8% to 96.8% 73.7% to 76.9% 75.2% to 76.6% Risk-free interest rate 0.58% to 1.31% 1.52% to 4.34% 3.68% to 4.73% Expected life in years 5.6 to 5.8 5.6 to 5.9 5.9 to 6.2 |
Performance-Based Stock Options [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Summary of stock option activity | The following table summarizes the Company’s performance-based stock option activities for the year ended December 31, 2023: Weighted Average Weighted Remaining Aggregate Average Contractual Intrinsic Number of Exercise Term Value Shares Price (in years) (in thousands) Options outstanding as of December 31, 2022 1,640,000 $ 6.77 Granted — $ — Exercised — $ — Forfeited or expired (25,000) $ 6.77 Options outstanding as of December 31, 2023 1,615,000 $ 6.77 7.94 $ — Options vested and exercisable as of December 31, 2023 403,750 $ 6.77 7.94 $ — |
Schedule of assumptions used to estimate the fair value of each award using the Black-Scholes option pricing model | The fair value of each performance-based stock option granted was estimated as of the date of grant using the Black-Scholes option pricing model and using the following assumptions: December 7, 2021 Dividend yield 0.0% Expected volatility 77.1% Risk-free interest rate 1.36% Expected life in years 6.2 |
Market Based Stock Options [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
Summary of stock option activity | The following table summarizes the Company’s market-based stock option activities for the year ended December 31, 2023: Weighted Average Weighted Remaining Aggregate Average Contractual Intrinsic Number of Exercise Term Value Shares Price (in years) (in thousands) Options outstanding as of December 31, 2022 3,700,000 $ 6.77 Granted — $ — Exercised — $ — Forfeited or expired (50,000) $ 6.77 Options outstanding as of December 31, 2023 3,650,000 $ 6.77 7.94 $ — Options vested and exercisable as of December 31, 2023 — $ — — $ — |
Schedule of assumptions used to estimate the fair value of each award using the Black-Scholes option pricing model | December 7, 2021 Dividend yield 0.0% Expected volatility 67.8% Risk-free interest rate 1.5% Expected life in years 10.0 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income loss before income taxes | The components of loss before income taxes for the years ended December 31, 2021, 2022 and 2023 are as follows (in thousands): 2021 2022 2023 U.S. $ (93,117) $ (58,431) $ (99,749) Foreign (919) (939) (772) Total loss before income taxes $ (94,036) $ (59,370) $ (100,521) |
Schedule of provision for income taxes | The provision for income taxes for the years ended December 31, 2021, 2022 and 2023 consists of the following (in thousands): 2021 2022 2023 Current: State $ 54 $ 47 $ 92 Foreign (4) — — Total current 50 47 92 Deferred: Federal 18 78 (318) State 51 95 (197) Total deferred 69 173 (515) Total expense $ 119 $ 220 $ (423) |
Schedule of reconciliation of federal income tax rate to the actual effective tax rate | A reconciliation of the income tax expense for the years ended December 31, 2021, 2022 and 2023, with the amount computed using the federal income tax rate of 21% as of December 31, 2021, 2022 and 2023, consists of the following (in thousands): 2021 2022 2023 Computed expected tax (benefit) $ (19,747) $ (12,468) $ (21,110) Nondeductible expenses 617 4,218 1,062 Tax rate differential on foreign earnings 189 197 162 Joint ventures (2) 441 1,035 Amazon warrants 3,707 1,134 5,381 Tax credits (5,299) (6,065) (6,250) Other 1,463 843 (48) Change in valuation allowance 19,191 11,920 19,345 Total tax expense $ 119 $ 220 $ (423) |
Schedule of tax effect of temporary differences that give rise to deferred tax assets and liabilities | Deferred tax assets and liabilities result from differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The tax effect of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2022 and 2023 are as follows (in thousands): 2022 2023 Deferred tax assets: Accrued expenses $ 5,445 $ 6,178 Lease obligations 14,093 25,574 Alternative minimum tax and general business credits 7,011 7,011 Stock option expense 7,850 11,756 Amazon warrants 16,169 20,002 Other 3,163 6,096 Depreciation and amortization 3,455 4,270 Loss carryforwards 141,381 152,310 Total deferred tax assets 198,567 233,197 Less valuation allowance (177,224) (202,242) Net deferred tax assets 21,343 30,955 Deferred tax liabilities: Right-of-use assets (13,950) (24,650) Commodity swap contracts (784) (741) Goodwill (2,847) (3,160) Investments in joint ventures and partnerships (4,862) (2,989) Total deferred tax liabilities (22,443) (31,540) Net deferred tax liabilities $ (1,100) $ (585) |
Schedule of reconciliation of the total amounts of unrecognized tax benefits | The following is a tabular reconciliation of the total amounts of unrecognized tax benefits for the years ended December 31, 2021, 2022 and 2023 (in thousands): Unrecognized tax benefit—December 31, 2021 $ 50,585 Gross increases—tax positions in current year 4,358 Gross increases—tax positions in prior year — Gross decreases—tax positions in prior year (271) Unrecognized tax benefit—December 31, 2022 54,672 Gross increases—tax positions in current year 4,517 Gross increases—tax positions in prior year — Gross decreases—tax positions in prior year (93) Unrecognized tax benefit—December 31, 2023 $ 59,096 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Schedule of finance and operating lease asset and liability balances | As of December 31, 2022 and 2023, the Company’s finance and operating lease asset and liability balances were as follows (in thousands): 2022 2023 Finance leases: Land, property and equipment, gross $ 5,703 $ 6,436 Accumulated depreciation (2,895) (3,199) Land, property and equipment, net $ 2,808 $ 3,237 Current portion of finance lease obligations $ 948 $ 1,758 Long-term portion of finance lease obligations 2,134 1,839 Total finance lease liabilities $ 3,082 $ 3,597 Operating leases: Operating lease right-of-use assets $ 52,586 $ 92,324 Current portion of operating lease obligations $ 4,206 $ 6,687 Long-term portion of operating lease obligations 48,911 89,065 Total operating lease liabilities $ 53,117 $ 95,752 |
Schedule of components of lease expense for finance and operating lease liabilities and supplemental information | The components of lease expense for finance and operating leases consisted of the following (in thousands): Year Ended December 31, 2022 2023 Finance leases: Depreciation on assets under finance leases $ 877 $ 928 Interest on lease liabilities 164 183 Total finance leases expense $ 1,041 $ 1,111 Operating leases: Lease expense $ 8,800 $ 15,986 Lease expense on short-term leases 513 503 Variable lease expense 4,306 4,777 Sublease income (636) (636) Total operating leases expense $ 12,983 $ 20,630 Supplemental information on finance and operating leases is as follows (dollars in thousands): Year Ended December 31, 2022 2023 Operating cash outflows from finance leases $ 164 $ 183 Operating cash outflows from operating leases $ 6,582 $ 10,709 Financing cash outflows from finance leases $ 945 $ 1,055 Assets obtained in exchange for new finance lease liabilities (1) $ 774 $ 1,569 ROU assets obtained in exchange for operating lease liabilities (1) $ 13,449 $ 46,592 December 31, December 31, 2022 2023 Weighted-average remaining lease term - finance leases 2.34 years 2.44 years Weighted-average remaining lease term - operating leases 11.29 years 10.14 years Weighted-average discount rate - finance leases 5.71% 7.41% Weighted-average discount rate - operating leases 8.44% 9.82% (1) These amounts are excluded from the accompanying consolidated statements of cash flows as they are non-cash investing, operating and/or financing activities. |
Schedule of maturities of operating lease liabilities | The following schedule presents the Company’s maturities of finance and operating lease liabilities as of December 31, 2023 (in thousands): Fiscal Year Finance Leases Operating Leases 2024 $ 1,979 $ 15,125 2025 1,073 15,406 2026 593 15,363 2027 362 15,359 2028 3 14,531 Thereafter — 75,759 Total minimum lease payments 4,010 151,543 Less amount representing interest (413) (55,791) Present value of lease liabilities $ 3,597 $ 95,752 |
Schedule of maturities of finance lease liabilities | Fiscal Year Finance Leases Operating Leases 2024 $ 1,979 $ 15,125 2025 1,073 15,406 2026 593 15,363 2027 362 15,359 2028 3 14,531 Thereafter — 75,759 Total minimum lease payments 4,010 151,543 Less amount representing interest (413) (55,791) Present value of lease liabilities $ 3,597 $ 95,752 |
Schedule of maturities of lease receivables | The following schedule presents the Company’s maturities of lease receivables as of December 31, 2023 (in thousands): Fiscal Year: 2024 $ 962 2025 962 2026 985 2027 1,105 2028 515 Thereafter 703 Total minimum lease payments 5,232 Less amount representing interest (1,087) Present value of lease receivables $ 4,145 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2021, 2022 and 2023 (in thousands, except share and per share amounts): 2021 2022 2023 Net loss attributable to Clean Energy Fuels Corp. $ (93,146) $ (58,733) $ (99,497) Weighted-average common shares outstanding 213,118,694 222,414,790 222,904,785 Dilutive effect of potential common shares from restricted stock units, stock options and stock warrants — — — Weighted-average common shares outstanding - diluted 213,118,694 222,414,790 222,904,785 Basic loss per share $ (0.44) $ (0.26) $ (0.45) Diluted loss per share $ (0.44) $ (0.26) $ (0.45) |
Schedule of potentially dilutive securities that have been excluded from the diluted net loss per share calculations because their effect would have been antidilutive | The following potentially dilutive securities have been excluded from the diluted net loss per share calculations because their effect would have been antidilutive. Although these securities were antidilutive for these periods, they could be dilutive in future periods. (in shares) 2021 2022 2023 Stock options 17,153,671 15,456,340 17,825,577 Stonepeak warrant shares — — 20,000,000 Restricted stock units 1,126,942 694,945 399,709 Amazon warrant shares 58,767,714 58,767,714 58,767,714 Total 77,048,327 74,918,999 96,993,000 |
Reportable Segments and Geogr_2
Reportable Segments and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of revenue, operating income (loss), and long-lived assets shown for each geographic area | 2021 2022 2023 Revenue: United States $ 252,310 $ 416,975 $ 418,754 Canada 3,336 3,189 6,405 Total revenue $ 255,646 $ 420,164 $ 425,159 Operating loss: United States $ (94,157) $ (50,796) $ (75,163) Canada (891) (911) (1,237) Total operating loss $ (95,048) $ (51,707) $ (76,400) Long-lived assets: United States $ 440,770 $ 525,682 $ 657,397 Canada 630 1,902 3,827 Total long-lived assets $ 441,400 $ 527,584 $ 661,224 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials and spare parts | $ 45,335 | $ 37,144 |
Total inventory | $ 45,335 | $ 37,144 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Grant proceeds | $ 25.9 | $ 24.9 | |
Accumulated amortization of the grant proceeds | 17 | 16.5 | |
Amortization expense relating to grant proceeds | 1.5 | 1.4 | $ 1.7 |
Proceeds from grants | $ 1.9 | $ 0 | $ 0.5 |
LNG liquefaction plants | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 3 years | ||
LNG liquefaction plants | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 20 years | ||
Station equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 10 years | ||
Trailers | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 10 years | ||
Other equipment | Minimum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 3 years | ||
Other equipment | Maximum | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 7 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Long-Lived Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | 24 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2023 | |
Goodwill and intangible assets | ||||
Long-lived intangible impairment | $ 0 | $ 0 | $ 0 | |
Total intangible assets | 19,685 | 19,235 | $ 19,685 | |
Less accumulated amortization | (13,320) | (13,320) | (13,320) | |
Net intangible assets | 6,365 | 5,915 | 6,365 | |
Amortization expense | $ 500 | 0 | ||
Estimated amortization expense | ||||
2024 | 0 | 0 | ||
2025 | 200 | 200 | ||
2026 | 300 | 300 | ||
2027 | 300 | 300 | ||
2028 | 300 | 300 | ||
Thereafter | 5,300 | 5,300 | ||
Customer relationships | ||||
Goodwill and intangible assets | ||||
Total intangible assets | $ 5,376 | 5,376 | $ 5,376 | |
Customer relationships | Minimum | ||||
Goodwill and intangible assets | ||||
Estimated useful lives | 1 year | 1 year | ||
Customer relationships | Maximum | ||||
Goodwill and intangible assets | ||||
Estimated useful lives | 8 years | 8 years | ||
Acquired contracts | ||||
Goodwill and intangible assets | ||||
Total intangible assets | $ 10,749 | 10,299 | $ 10,749 | |
Acquired contracts | Minimum | ||||
Goodwill and intangible assets | ||||
Estimated useful lives | 1 year | 1 year | ||
Acquired contracts | Maximum | ||||
Goodwill and intangible assets | ||||
Estimated useful lives | 50 years | 50 years | ||
Contractual Rights to Manure Feedstock | ||||
Goodwill and intangible assets | ||||
Contractual rights acquired | $ 500 | 400 | $ 500 | |
Contractual Rights to Manure Feedstock | Minimum | ||||
Goodwill and intangible assets | ||||
Initial term of contractual rights acquired | 20 years | |||
Contractual Rights to Manure Feedstock | Maximum | ||||
Goodwill and intangible assets | ||||
Initial term of contractual rights acquired | 50 years | |||
Trademark and trade names | ||||
Goodwill and intangible assets | ||||
Total intangible assets | $ 2,700 | 2,700 | $ 2,700 | |
Trademark and trade names | Minimum | ||||
Goodwill and intangible assets | ||||
Estimated useful lives | 2 years | 2 years | ||
Trademark and trade names | Maximum | ||||
Goodwill and intangible assets | ||||
Estimated useful lives | 10 years | 10 years | ||
Non-compete agreements | ||||
Goodwill and intangible assets | ||||
Estimated useful lives | 3 years | 3 years | ||
Total intangible assets | $ 860 | $ 860 | $ 860 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Goodwill impairment | $ 0 | $ 0 | $ 0 |
Goodwill | $ 64,328 | $ 64,328 | $ 64,328 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commodity Swap and Customer Contract | |||
Gain (loss) due to changes in fair value | $ (0.2) | $ 0.5 | $ (3.5) |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Alternative Fuel Excise Tax Credit (Details) - $ / gal | 12 Months Ended | 24 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2023 | |
Alternative Fuel Excise Tax Credit | |||
Federal alternative fuels tax credit - CNG (in dollars per gasoline gallon equivalent) | 0.50 | 0.50 | 0.50 |
Federal alternative fuels tax credit - LNG (in dollars per liquid gallon) | 0.50 | 0.50 | 0.50 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Tourmaline Joint Development (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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contracts with Customers | |||
Total revenue | $ 425,159 | $ 420,164 | $ 255,646 |
Contra revenue charge | 60,609 | 24,302 | 83,641 |
Fuel Sales | |||
Revenue from Contracts with Customers | |||
Total revenue | 286,956 | 281,103 | 130,973 |
RIN Credits | |||
Revenue from Contracts with Customers | |||
Total revenue | 25,860 | 34,635 | 31,736 |
LCFS Credits | |||
Revenue from Contracts with Customers | |||
Total revenue | 9,885 | 12,634 | 16,808 |
AFTC | |||
Revenue from Contracts with Customers | |||
Total revenue | 20,854 | 21,760 | 20,700 |
Total volume-related product revenue | |||
Revenue from Contracts with Customers | |||
Total revenue | 343,397 | 350,649 | 196,727 |
Station construction sales | |||
Revenue from Contracts with Customers | |||
Total revenue | 26,427 | 22,346 | 16,406 |
Product revenue | |||
Revenue from Contracts with Customers | |||
Total revenue | 369,824 | 372,995 | 213,133 |
Volume-related, O&M services | |||
Revenue from Contracts with Customers | |||
Total revenue | 52,660 | 45,901 | 41,934 |
Other services | |||
Revenue from Contracts with Customers | |||
Total revenue | 2,675 | 1,268 | 579 |
Service revenue | |||
Revenue from Contracts with Customers | |||
Total revenue | 55,335 | 47,169 | 42,513 |
Volume-Related | |||
Revenue from Contracts with Customers | |||
Gain (loss) due to changes in fair value | $ (158) | $ 517 | $ (3,490) |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Remaining Performance Obligations (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Remaining Performance Obligations | |
Revenue, remaining performance obligation, amount | $ 24.5 |
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 - Costs to Fulfill a Contract (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |||
Capitalized contract cost, gross | $ 8.9 | $ 10.1 | |
Capitalized contract cost, accumulated depreciation | 6.9 | 7.9 | |
Capitalized contract cost, amortization | $ 0.2 | $ 0.3 | $ 0.5 |
Revenue from Contracts with C_6
Revenue from Contracts with Customers - Tourmaline Joint Development (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 425,159 | $ 420,164 | $ 255,646 |
Operating loss | (76,400) | $ (51,707) | $ (95,048) |
Tourmaline Joint Development | Tourmaline Oil Corp. | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 322 | ||
Gross profit | 98 | ||
Operating loss | $ (310) |
Revenue from Contracts with C_7
Revenue from Contracts with Customers - Contract Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Revenue from Contracts with Customers | ||
Accounts receivable, net | $ 98,426 | $ 91,430 |
Contract assets - current | 7,823 | 6,063 |
Contract assets - non-current | 2,433 | 2,976 |
Contract assets - total | 10,256 | 9,039 |
Contract liabilities - current | 4,936 | 5,477 |
Contract liabilities - non-current | 151 | 0 |
Contract liabilities - total | 5,087 | 5,477 |
Station construction sales | ||
Revenue from Contracts with Customers | ||
Contract liabilities - current | 4,900 | 5,500 |
Contract liabilities - non-current | $ 200 | $ 0 |
Revenue from Contracts with C_8
Revenue from Contracts with Customers - Contract Liabilities (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Contract with customer, liability, revenue recognized | $ 4.9 | |
Revenue recognized during period | $ 2.6 |
Divestitures - BP Transaction (
Divestitures - BP Transaction (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Mar. 01, 2019 USD ($) | Feb. 27, 2017 USD ($) facility | Dec. 31, 2019 USD ($) | Feb. 28, 2018 USD ($) shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Acquisition and Divestitures | |||||||
Asset purchase agreement, gain from sale of certain assets of subsidiary | $ 0 | $ 0 | $ 3,885 | ||||
Goodwill | 64,328 | 64,328 | 64,328 | ||||
BP Products North America, Inc. | |||||||
Acquisition and Divestitures | |||||||
Production facilities to be developed | facility | 2 | ||||||
Asset purchase agreement, cash paid | $ 5,400 | $ 900 | |||||
Asset purchase agreement, accrued amount | 500 | 100 | 900 | ||||
Asset purchase agreement, gain from sale of certain assets of subsidiary | $ 8,400 | 4,400 | 1,000 | ||||
Asset purchase agreement, contingent consideration (up to) | $ 25,000 | 3,900 | $ 1,100 | 7,500 | |||
Asset purchase agreement, contingent consideration, term | 5 years | ||||||
Asset purchase agreement, payment of transaction costs | $ 2,800 | $ 100 | $ 10,300 | $ 600 | |||
Asset purchase agreement, shares issued (in shares) | shares | 15,877 | 770,269 | |||||
Asset purchase agreement, shares issued, value | $ 0 | $ 2,000 | |||||
Maximum | BP Products North America, Inc. | |||||||
Acquisition and Divestitures | |||||||
Asset purchase agreement, contingent consideration, term | 5 years | ||||||
Minimum | BP Products North America, Inc. | |||||||
Acquisition and Divestitures | |||||||
Asset purchase agreement, contingent consideration, term | 4 years |
Investments in Other Entities_3
Investments in Other Entities and Noncontrolling Interest in a Subsidiary - TotalEnergies Joint Venture (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Jun. 28, 2023 | Nov. 01, 2021 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 27, 2023 | Oct. 12, 2021 | Mar. 03, 2021 | |
Schedule of Equity Method Investments [Line Items] | |||||||||
Income (loss) from equity method investments | $ (12,510) | $ (4,824) | $ (430) | ||||||
Advance to DR JV | 5,500 | 0 | 0 | ||||||
TotalEnergies | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Income (loss) from equity method investments | (2,500) | (200) | $ (100) | ||||||
Investment balance | $ 7,500 | $ 7,500 | $ 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_4
Investments in Other Entities and Noncontrolling Interest in a Subsidiary - bp Joint Venture (Details) - USD ($) $ in Thousands, shares in Millions | 12 Months Ended | |||||||
Dec. 28, 2023 | Dec. 20, 2023 | Jun. 21, 2021 | Apr. 13, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 18, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||||||||
Income (loss) from equity method investments | $ (12,510) | $ (4,824) | $ (430) | |||||
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 | |||||||
Contribution to joint venture | $ 67,950 | |||||||
Ownership interest (as a percent) | 50% | |||||||
Income (loss) from equity method investments | $ (4,400) | (2,700) | $ (400) | |||||
Investment balance | $ 220,300 | $ 156,800 | ||||||
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 | |||||||
Ownership interest (as a percent) | 50% | |||||||
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 | |||||||
bpJV | bpJV | ADG RNG Production Facilities | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Contribution to joint venture | $ 135,900 |
Investments in Other Entities_5
Investments in Other Entities and Noncontrolling Interest in a Subsidiary - SAFE&CEC S.r.l (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | |||
Income (loss) from equity method investments | $ (12,510) | $ (4,824) | $ (430) |
SAFE&CEC S.r.l. | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership interest (as a percent) | 49% | ||
Income (loss) from equity method investments | $ (1,700) | (600) | $ 600 |
Investment balance | $ 21,200 | $ 21,800 |
Investments in Other Entities_6
Investments in Other Entities and Noncontrolling Interest in a Subsidiary - Other Equity Method Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Equity Method Investments [Line Items] | |||
Income (loss) from equity method investments | $ (12,510) | $ (4,824) | $ (430) |
Other Equity Method Investment | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment balance | 1,800 | 2,200 | |
Income (loss) from equity method investments | $ (3,900) | $ (1,200) | $ (600) |
Investments in Other Entities_7
Investments in Other Entities and Noncontrolling Interest in a Subsidiary - NG Advantage (Details) - USD ($) | 1 Months Ended | 4 Months Ended | 12 Months Ended | |||||||||||
Feb. 29, 2020 | Feb. 06, 2020 | Oct. 01, 2018 | Feb. 28, 2018 | Feb. 28, 2019 | Jan. 31, 2019 | Dec. 31, 2018 | Nov. 30, 2018 | Feb. 28, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 24, 2020 | Oct. 14, 2014 | |
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Outstanding balance | $ 261,161,000 | $ 145,564,000 | ||||||||||||
Payments to acquire additional controlling interest | 73,450,000 | 89,700,000 | $ 78,919,000 | |||||||||||
Loss from noncontrolling interest | (601,000) | (857,000) | (1,009,000) | |||||||||||
Investments carried at cost | 8,000,000 | |||||||||||||
NG Advantage | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Purchase of interest by parent, shares purchased (in shares) | 1,000,001 | |||||||||||||
Debt issuance amount | 0 | $ 29,100,000 | ||||||||||||
Outstanding balance | 47,500,000 | |||||||||||||
Ownership interest before transaction (as a percent) | 64.60% | 53.50% | 53.30% | |||||||||||
Ownership interest after transaction (as a percent) | 93.20% | 61.70% | 53.50% | 64.60% | 93.30% | |||||||||
Payments to acquire additional controlling interest | $ 5,000,000 | |||||||||||||
Loss from noncontrolling interest | (600,000) | $ (900,000) | $ 1,000,000 | |||||||||||
Noncontrolling interest, fair value | $ 6,900,000 | $ 7,500,000 | ||||||||||||
NG Advantage | Payment Obligations | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Purchase of interest by parent, shares purchased (in shares) | 19,660 | 100,000 | 100,000 | 100,000 | 100,000 | 400,000 | ||||||||
November 2019 Convertible Note | NG Advantage | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Number of common units to be called by warrants (in shares) | 2,086,879 | |||||||||||||
Debt issuance amount | $ 26,700,000 | |||||||||||||
Common unit purchase agreement | NG Advantage | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Issuance of equity by subsidiary to parent (in shares) | 283,019 | |||||||||||||
Ownership interest acquired | 53.30% | |||||||||||||
Ownership interest after transaction (as a percent) | 93.30% | |||||||||||||
Long-Term Natural Gas Purchase Contracts | BP Products North America | NG Advantage | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Contingent consideration, liability (up to) | $ 30,000,000 | $ 15,000,000 |
Investments in Other Entities_8
Investments in Other Entities and Noncontrolling Interest in a Subsidiary - Financial Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Summarized Financial Information | ||||
Net loss | $ (100,098) | $ (59,590) | $ (94,155) | |
Net income (loss) | (99,497) | (58,733) | (93,146) | |
Current assets | 470,175 | 471,720 | ||
Total assets | 1,259,458 | 1,082,357 | ||
Current liabilities | 163,823 | 148,146 | ||
Total liabilities | 525,811 | 354,886 | ||
Equity attributable to shareholders | 726,770 | 719,993 | ||
Equity attributable to noncontrolling interest | 6,877 | 7,478 | ||
Total equity | 733,647 | 727,471 | 755,411 | $ 522,850 |
TotalEnergies | ||||
Summarized Financial Information | ||||
Revenue | 1,462 | 0 | 0 | |
Gross profit | 173 | 0 | 0 | |
Operating income (loss) | (3,414) | (454) | (119) | |
Net loss | (4,951) | (454) | (119) | |
Current assets | 13,838 | 11 | ||
Non-current assets | 33,289 | 32,773 | ||
Total assets | 47,127 | 32,784 | ||
Current liabilities | 2,518 | 4,326 | ||
Non-current liabilities | 29,595 | 19,493 | ||
Total liabilities | 32,113 | 23,819 | ||
bpJV | ||||
Summarized Financial Information | ||||
Revenue | 0 | 0 | 0 | |
Gross profit | 0 | 0 | 0 | |
Operating income (loss) | (15,074) | (7,210) | (678) | |
Net loss | (10,241) | (5,485) | (603) | |
Net income (loss) | (9,127) | (5,426) | (599) | |
Current assets | 209,973 | 157,241 | ||
Non-current assets | 296,240 | 207,464 | ||
Total assets | 506,213 | 364,705 | ||
Current liabilities | 27,706 | 22,698 | ||
Non-current liabilities | 13,558 | 2,716 | ||
Total liabilities | 41,264 | 25,414 | ||
Equity attributable to shareholders | 440,613 | 313,544 | ||
Equity attributable to noncontrolling interest | 24,336 | 25,747 | ||
Total equity | 464,949 | 339,291 | ||
SAFE&CEC S.r.l. | ||||
Summarized Financial Information | ||||
Revenue | 97,740 | 110,104 | 109,119 | |
Gross profit | 24,098 | 24,902 | 25,784 | |
Operating income (loss) | (562) | 2,513 | 4,728 | |
Net loss | (2,148) | 951 | 2,392 | |
Current assets | 79,981 | 82,514 | ||
Non-current assets | 59,636 | 60,187 | ||
Total assets | 139,617 | 142,701 | ||
Current liabilities | 70,193 | 73,931 | ||
Non-current liabilities | 20,888 | 20,248 | ||
Total liabilities | 91,081 | 94,179 | ||
Other Equity Method Investments | ||||
Summarized Financial Information | ||||
Revenue | 615 | 1,217 | 704 | |
Gross profit | 327 | 506 | 216 | |
Operating income (loss) | (4,513) | (2,556) | (1,757) | |
Net loss | (4,539) | (2,585) | $ (1,793) | |
Current assets | 1,436 | 1,652 | ||
Non-current assets | 4,281 | 4,609 | ||
Total assets | 5,717 | 6,261 | ||
Current liabilities | 1,231 | 1,169 | ||
Non-current liabilities | 6,312 | 2,383 | ||
Total liabilities | $ 7,543 | $ 3,552 |
Cash, Cash Equivalents and Re_3
Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Restricted Cash | ||||
Cash and cash equivalents | $ 104,944 | $ 123,950 | ||
Total cash, cash equivalents and current portion of restricted cash | 106,963 | 125,950 | ||
Total cash, cash equivalents and restricted cash | 106,963 | 125,950 | $ 106,456 | $ 119,977 |
Amount in excess of FDIC and CDIC limits | 105,600 | 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 | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 158,158 | $ 139,915 |
Gross Unrealized Gain (Loss) | 28 | |
Gross Unrealized Gain (Loss) | (346) | |
Estimated Fair Value | 158,186 | 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 | 157,628 | 64,861 |
Gross Unrealized Gain (Loss) | 28 | 19 |
Estimated Fair Value | 157,656 | 64,880 |
Certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 530 | 530 |
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 | 12 Months Ended | |
Oct. 31, 2018 contract gal | Dec. 31, 2023 $ / gal gal | Dec. 31, 2022 $ / gal gal | |
Derivative [Line Items] | |||
Derivative asset, number of instruments held | contract | 2 | ||
Volumes (Diesel Gallons) | gal | 5 | 1.9 | 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) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Commodity swaps | ||
Derivative Liability | ||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Derivative Liability Current, Related Party | |
Not Designated as Hedging Instrument | ||
Derivative Assets | ||
Gross Amounts Recognized | $ 4,628 | $ 6,755 |
Gross Amounts Offset | 0 | |
Net Amount Presented | 4,628 | 6,755 |
Derivative Liability | ||
Gross Amounts Recognized | 1,875 | 3,845 |
Net Amount Presented | 1,875 | 3,845 |
Not Designated as Hedging Instrument | Commodity swaps | ||
Derivative Liability | ||
Gross Amounts Recognized | 1,875 | |
Net Amount Presented | 1,875 | |
Notes receivable and other long-term assets, net | Not Designated as Hedging Instrument | Fueling agreements | ||
Derivative Assets | ||
Gross Amounts Recognized | 2,035 | 5,115 |
Gross Amounts Offset | 0 | |
Net Amount Presented | 2,035 | 5,115 |
Prepaid expenses and other current assets | Not Designated as Hedging Instrument | Fueling agreements | ||
Derivative Assets | ||
Gross Amounts Recognized | 2,593 | 1,640 |
Gross Amounts Offset | 0 | |
Net Amount Presented | $ 2,593 | 1,640 |
Current portion of derivative liabilities, related party | Not Designated as Hedging Instrument | Commodity swaps | ||
Derivative Assets | ||
Gross Amounts Recognized | 2,415 | |
Gross Amounts Offset | 0 | |
Derivative Liability | ||
Net Amount Presented | 2,415 | |
Long-term portion of derivative liabilities, related party | Not Designated as Hedging Instrument | Commodity swaps | ||
Derivative Assets | ||
Gross Amounts Recognized | 1,430 | |
Gross Amounts Offset | 0 | |
Derivative Liability | ||
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 | 12 Months Ended | |
Dec. 31, 2023 $ / gal gal | Dec. 31, 2022 $ / gal gal | |
Commodity Swap 2023 | ||
Derivative [Line Items] | ||
Volumes (Diesel Gallons) | gal | 0 | 5,000,000 |
Weighted-Average Price per Diesel Gallon (in usd per gallon) | $ / gal | 0 | 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 | Dec. 31, 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 | 1.97 | 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 | 2.27 | 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 | 3.16 | 3 |
Commodity swaps | Weighted Average | ULSD Gulf Coast Forward Curve | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 2.15 | 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 | 1.16 | 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 | 2.48 | 2.30 |
Fueling agreements | Minimum | ULSD Gulf Coast Forward Curve | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.97 | 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 | 2.27 | 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 | 3.16 | 3.05 |
Fueling agreements | Weighted Average | ULSD Gulf Coast Forward Curve | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 2.15 | 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 | 1.16 | 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 | 2.48 | 2.31 |
Fair Value Measurements - Conve
Fair Value Measurements - Convertible Promissory Note (Details) - Convertible promissory note | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value Measurements | ||
Interest rate | 7% | |
Risk-free interest rate | ||
Fair Value Measurements | ||
Convertible Promissory Note, Measurement Inputs | 5.39 | 4.57 |
Credit adjustment | ||
Fair Value Measurements | ||
Convertible Promissory Note, Measurement Inputs | 5.31 | 8.36 |
Credit adjusted discount rate | ||
Fair Value Measurements | ||
Convertible Promissory Note, Measurement Inputs | 10.70 | 12.93 |
Fair Value Measurements - Trans
Fair Value Measurements - Transfers (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 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 | Dec. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Available-for-sale securities | $ 158,186 | $ 139,569 |
Short-term investments | 158,186 | 139,569 |
U.S. government securities | ||
Assets: | ||
Available-for-sale securities | 157,656 | 64,880 |
Zero coupon bonds | ||
Assets: | ||
Available-for-sale securities | 74,159 | |
Convertible promissory note | ||
Assets: | ||
Available-for-sale securities | 1,880 | |
Certificates of deposit | ||
Assets: | ||
Available-for-sale securities | 530 | 530 |
Level 3 | Convertible promissory note | ||
Assets: | ||
Available-for-sale securities | 1,880 | |
Fair value measured on recurring basis | U.S. government securities | ||
Assets: | ||
Available-for-sale securities | 157,656 | |
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 | 2,330 | |
Fair value measured on recurring basis | Certificates of deposit | ||
Assets: | ||
Short-term investments | 530 | 530 |
Fair value measured on recurring basis | Embedded derivatives | ||
Assets: | ||
Derivative assets | 4,628 | 6,755 |
Fair value measured on recurring basis | Commodity swap contracts | ||
Liabilities: | ||
Derivative liabilities | 1,875 | 3,845 |
Fair value measured on recurring basis | Municipal bonds and notes | ||
Assets: | ||
Available-for-sale securities | 64,880 | |
Fair value measured on recurring basis | Level 1 | U.S. government securities | ||
Assets: | ||
Available-for-sale securities | 157,656 | |
Fair value measured on recurring basis | Level 1 | Municipal bonds and notes | ||
Assets: | ||
Available-for-sale securities | 64,880 | |
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 | Certificates of deposit | ||
Assets: | ||
Short-term investments | 530 | 530 |
Fair value measured on recurring basis | Level 3 | Convertible promissory note | ||
Assets: | ||
Available-for-sale securities | 2,330 | |
Fair value measured on recurring basis | Level 3 | Embedded derivatives | ||
Assets: | ||
Derivative assets | 4,628 | 6,755 |
Fair value measured on recurring basis | Level 3 | Commodity swap contracts | ||
Liabilities: | ||
Derivative liabilities | $ 1,875 | $ 3,845 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Recognition - Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | 24 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2023 | |
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 | |||
Change in unrealized gain (loss) included in other comprehensive income (loss) | $ 342 | $ (327) | $ (19) | |
Embedded derivatives | ||||
Reconciliation of the beginning and ending balances of assets measured at fair value using significant unobservable inputs (Level 3) | ||||
Beginning balance | (6,755) | (6,776) | $ (6,776) | |
Total gain (loss) | (21) | |||
Ending balance | (4,628) | (6,755) | $ (6,776) | (4,628) |
Change in unrealized gain (loss) included in earnings | (2,127) | (21) | ||
Convertible promissory note | ||||
Reconciliation of the beginning and ending balances of assets measured at fair value using significant unobservable inputs (Level 3) | ||||
Beginning balance | (1,880) | |||
Total gain (loss) | (134) | |||
Purchases | 3,822 | 2,014 | ||
Equity method investment loss | (3,475) | |||
Ending balance | (2,330) | (1,880) | $ (2,330) | |
Change in unrealized gain (loss) included in earnings | $ 103 | |||
Change in unrealized gain (loss) included in other comprehensive income (loss) | $ (134) |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value Recognition - Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | 24 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
Reconciliation of the beginning and ending balances of liabilities measured at fair value using significant unobservable inputs (Level 3) | |||
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 | |
Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income [Extensible List] | 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 | $ (3,845) | $ (4,383) | $ (4,383) |
Settlements, net | 4,858 | 7,761 | |
Total gain (loss) | (2,888) | (7,223) | |
Ending Balance | (1,875) | (3,845) | $ (1,875) |
Change in unrealized gain (loss) included in earnings | 1,970 | $ 538 | |
Embedded derivatives | |||
Reconciliation of the beginning and ending balances of liabilities measured at fair value using significant unobservable inputs (Level 3) | |||
Total gain (loss) | (2,127) | ||
Convertible promissory note | |||
Reconciliation of the beginning and ending balances of liabilities measured at fair value using significant unobservable inputs (Level 3) | |||
Total gain (loss) | $ 103 |
Fair Value Measurements - Other
Fair Value Measurements - Other Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total debt | $ 300,255 | $ 150,093 |
Amortized Cost | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total debt | 261,161,000 | |
Estimated Fair Value | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total debt | 253,558,000 | |
Stonepeak Term Loan | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total debt | 300,000 | |
Stonepeak Term Loan | Amortized Cost | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total debt | 260,906,000 | |
Stonepeak Term Loan | Estimated Fair Value | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total debt | 253,303,000 | |
Other debt | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total debt | 255 | $ 93 |
Other debt | Amortized Cost | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total debt | 255,000 | |
Other debt | Estimated Fair Value | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total debt | $ 255,000 |
Other Receivables (Details)
Other Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Receivables | ||
Other receivables | $ 19,770 | $ 17,026 |
Loans to customers to finance vehicle purchases | ||
Other Receivables | ||
Other receivables | 194 | 523 |
Accrued customer billings | ||
Other Receivables | ||
Other receivables | 5,566 | 4,910 |
Fuel tax credits | ||
Other Receivables | ||
Other receivables | 8,876 | 9,462 |
Other | ||
Other Receivables | ||
Other receivables | $ 5,134 | $ 2,131 |
Land, Property and Equipment (D
Land, Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Land, Property and Equipment | |||
Land, property and equipment, gross | $ 823,898 | $ 721,912 | |
Less accumulated depreciation | (492,140) | (457,844) | |
Total land, property and equipment, net | 331,758 | 264,068 | |
Capitalized software costs, net | 36,800 | 35,300 | |
Accumulated amortization on the capitalized software costs | 34,000 | 32,100 | |
Amortization expense related to the capitalized software costs | 1,900 | 1,700 | $ 1,600 |
Amount included in accounts payable balances | 10,200 | 12,900 | |
Land | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | 7,397 | 3,476 | |
LNG liquefaction plants | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | 96,786 | 94,790 | |
Station equipment | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | 418,647 | 353,104 | |
Trailers | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | 70,542 | 73,253 | |
Other equipment | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | 105,137 | 106,184 | |
Construction in progress | |||
Land, Property and Equipment | |||
Land, property and equipment, gross | 125,389 | $ 91,105 | |
Pickens Plant | |||
Land, Property and Equipment | |||
Insurance Recoveries | $ 3,900 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued alternative fuels incentives | $ 41,609 | $ 34,239 |
Accrued employee benefits | 5,315 | 5,128 |
Accrued gas and equipment purchases | 17,485 | 22,008 |
Accrued interest | 1,451 | 1,827 |
Accrued property and other taxes | 4,502 | 3,782 |
Accrued salaries and wages | 8,697 | 6,857 |
Other | 12,475 | 16,238 |
Total accrued liabilities | $ 91,534 | $ 90,079 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Principal Balances | ||
Total debt | $ 300,255 | $ 150,093 |
Less amounts due within one year | (38) | (93) |
Total long-term debt | 300,217 | 150,000 |
Unamortized Debt Financing Costs | ||
Total debt | 39,094 | 4,529 |
Total long-term debt | 39,094 | 4,529 |
Balance, Net of Financing Costs | ||
Total debt | 261,161 | 145,564 |
Less amounts due within one year | (38) | (93) |
Total long-term debt | 261,123 | 145,471 |
Riverstone Term Loan | ||
Principal Balances | ||
Total debt | 150,000 | |
Unamortized Debt Financing Costs | ||
Total debt | 4,529 | |
Balance, Net of Financing Costs | ||
Total debt | 145,471 | |
Stonepeak Term Loan | ||
Principal Balances | ||
Total debt | 300,000 | |
Unamortized Debt Financing Costs | ||
Total debt | 39,094 | |
Balance, Net of Financing Costs | ||
Total debt | 260,906 | |
Other debt | ||
Principal Balances | ||
Total debt | 255 | 93 |
Balance, Net of Financing Costs | ||
Total debt | $ 255 | $ 93 |
Debt - Aggregate Maturities (De
Debt - Aggregate Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Summary of aggregate maturities of debt obligations | ||
2024 | $ 38 | |
2025 | 44 | |
2026 | 50 | |
2027 | 57 | |
2028 | 66 | |
Thereafter | 300,000 | |
Total debt | 300,255 | $ 150,093 |
Stonepeak Term Loan | ||
Summary of aggregate maturities of debt obligations | ||
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
2028 | 0 | |
Thereafter | 300,000 | |
Total debt | 300,000 | |
Other debt | ||
Summary of aggregate maturities of debt obligations | ||
2024 | 38 | |
2025 | 44 | |
2026 | 50 | |
2027 | 57 | |
2028 | 66 | |
Thereafter | 0 | |
Total debt | $ 255 | $ 93 |
Debt - Stonepeak Credit Agreeme
Debt - Stonepeak Credit Agreement (Details) | Dec. 12, 2023 USD ($) item $ / shares shares |
Stonepeak Warrants | |
Debt Instrument [Line Items] | |
Unamortized debt discount | $ 31,800,000 |
Stonepeak Warrants, With Exercise Price Of Dollars 5.50 | |
Debt Instrument [Line Items] | |
Aggregate number of warrant shares (in shares) | shares | 10,000,000 |
Exercise price of the warrant (in dollars per share) | $ / shares | $ 5.50 |
Stonepeak Warrants, With Exercise Price Of Dollars 6.50 | |
Debt Instrument [Line Items] | |
Aggregate number of warrant shares (in shares) | shares | 10,000,000 |
Exercise price of the warrant (in dollars per share) | $ / shares | $ 6.50 |
Stonepeak Loan Facility | |
Debt Instrument [Line Items] | |
Interest rate | 9.50% |
Percentage of interest company may elect to pay in kind | 75% |
Period of company may elect to payment of interest in kind | 2 years |
Internal rate of return for each lender under loan facility | 11.50% |
Minimum multiple on invested capital for each lender under credit facility | item | 1.40 |
Debt issuance costs net | $ 39,300,000 |
Original issue discount and direct lender fees | 6,100,000 |
Debt issuance costs | $ 1,400,000 |
Stonepeak Loan Facility | If Change In Control Occurs On Or Prior To First Anniversary Of Loan Facility Closing Date [Member] | |
Debt Instrument [Line Items] | |
Change in control premium percentage | 20% |
Stonepeak Loan Facility | If Change In Control Occurs After First Anniversary Of Loan Facility Closing Date But On Or Prior To Second Anniversary Of Loan Facility Closing Date [Member] | |
Debt Instrument [Line Items] | |
Change in control premium percentage | 10% |
Stonepeak Loan Facility | If Change In Control Occurs After Second Anniversary Of Loan Facility Closing Date [Member] | |
Debt Instrument [Line Items] | |
Internal rate of return for each lender under loan facility | 11.50% |
Stonepeak Term Loan | |
Debt Instrument [Line Items] | |
Debt issuance amount | $ 300,000,000 |
Stonepeak delayed draw term loan | |
Debt Instrument [Line Items] | |
Debt issuance amount | $ 100,000,000 |
Commitment fee | 1% |
Debt - Riverstone Credit Agreem
Debt - Riverstone Credit Agreement (Details) - USD ($) | 12 Months Ended | ||||
Dec. 12, 2023 | Dec. 22, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||
Interest expense | $ 22,924,000 | $ 6,308,000 | $ 4,430,000 | ||
Riverstone Credit Agreement | Term loan | |||||
Debt Instrument [Line Items] | |||||
Proceeds from loan | $ 150,000,000 | ||||
Debt Repayment | $ 150,000,000 | ||||
Interest expense | $ 5,400,000 | ||||
Riverstone Credit Agreement | Term loan | Elected under SOFR | |||||
Debt Instrument [Line Items] | |||||
Applicable margin (as a percent) | 7.25% | ||||
Floor rate (as a percent) | 1.50% | ||||
Riverstone Credit Agreement | Term loan | Elected under ABR | |||||
Debt Instrument [Line Items] | |||||
Applicable margin (as a percent) | 6.25% | ||||
Floor rate (as a percent) | 2.50% | ||||
Riverstone Credit Agreement | Term loan | 1 year to 18 months | |||||
Debt Instrument [Line Items] | |||||
Call premium (as a percent) | 2% | ||||
Riverstone Credit Agreement | Term loan | 18 months to 24 months | |||||
Debt Instrument [Line Items] | |||||
Call premium (as a percent) | 2.50% | ||||
Riverstone Credit Agreement | Term loan | Thereafter | |||||
Debt Instrument [Line Items] | |||||
Call premium (as a percent) | 3% | ||||
Riverstone Credit Agreement | Term loan | Federal Funds | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 0.50% | ||||
Riverstone Credit Agreement | Term loan | SOFR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 1.00% | ||||
Applicable margin (as a percent) | 6.50% | ||||
Riverstone Credit Agreement | Term loan | ABR | |||||
Debt Instrument [Line Items] | |||||
Interest rate (as a percent) | 5.50% |
Debt - Other Debt (Details)
Debt - Other Debt (Details) - Other debt $ in Millions | May 31, 2023 USD ($) installment | Dec. 31, 2023 | Dec. 31, 2022 |
Long-term debt [Line Items] | |||
Annual rate (as a percent) | 13.38% | 4.75% | |
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% |
Stockholders' Equity - Authoriz
Stockholders' Equity - Authorized Shares (Details) | Dec. 31, 2023 Vote class $ / shares shares | Dec. 31, 2022 $ / shares shares | Jun. 14, 2021 shares | Jun. 13, 2021 shares |
Stockholders' Equity Note [Abstract] | ||||
Authorized number of classes of capital stock | class | 2 | |||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Authorized shares (in shares) | 455,000,000 | |||
Common stock, authorized (in shares) | 454,000,000 | 454,000,000 | 454,000,000 | 304,000,000 |
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 | ||
Number of votes per share held by holders of common stock | Vote | 1 |
Stockholders' Equity - Share Re
Stockholders' Equity - Share Repurchase program (Details) - USD ($) $ in Thousands | 12 Months Ended | 34 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 07, 2021 | Mar. 12, 2020 | |
Stockholders' Equity Note [Abstract] | ||||||
Approved share repurchase program | $ 50,000 | $ 30,000 | ||||
Repurchase of common stock (in shares) | 0 | |||||
Cost to repurchase common stock | $ 175 | $ 6,122 | $ 2,916 | |||
Amount utilized under the repurchase plan | $ 23,500 | |||||
Stock Repurchase Program Total Stock Repurchased | 9,387,340 |
Stockholders' Equity - TotalEne
Stockholders' Equity - TotalEnergies Private Placement (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Jun. 13, 2018 | May 09, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders' equity | |||||
Fees and issuance costs | $ 0 | $ 0 | $ 6,534 | ||
Purchase Agreement | |||||
Stockholders' equity | |||||
Number of shares issued in transaction (in shares) | 50,856,296 | 50,856,296 | |||
Price per share (in dollars per share) | $ 1.64 | ||||
Percentage of ownership after transaction | 25% | ||||
Consideration received on transaction | $ 83,400 | ||||
Fees and issuance costs | $ 1,900 | ||||
Purchase Agreement | Purchase Percentage Covenant, Threshold | |||||
Stockholders' equity | |||||
Percentage of ownership after transaction | 5% | ||||
Purchase Agreement | Purchase Percentage Covenant, Maximum | |||||
Stockholders' equity | |||||
Percentage of ownership after transaction | 30% |
Stockholders' Equity - At the M
Stockholders' Equity - At the Market Offering (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Jun. 08, 2021 | Jun. 03, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 07, 2021 | May 10, 2021 | |
ATM Program Activity | |||||||
Fees and issuance costs | $ 0 | $ 0 | $ 6,534 | ||||
At The Market Offering | |||||||
ATM Program Activity | |||||||
Fees and issuance costs | 6,500 | ||||||
Goldman Sachs & Co. LLC | At The Market Offering | |||||||
ATM Program Activity | |||||||
Aggregate offering price | $ 100,000 | $ 100,000 | |||||
Gross proceeds | $ 200,000 | ||||||
Shares issued (in shares) | 10,473,946 | 12,362,237 | 22,836,183 | ||||
Fees and issuance costs | $ 6,000 |
Stockholders' Equity - Share _2
Stockholders' Equity - Share Repurchase Program (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | 34 Months Ended | ||||||
Jun. 13, 2018 | May 09, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 07, 2021 | Mar. 12, 2020 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Approved share repurchase program | $ 50,000 | $ 30,000 | ||||||
Cost to repurchase common stock | $ 175 | $ 6,122 | $ 2,916 | |||||
Repurchase of common stock (in shares) | 0 | |||||||
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 | $ 26,500 | ||||||
Purchase Agreement | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of shares issued in transaction (in shares) | 50,856,296 | 50,856,296 | ||||||
Price per share (in dollars per share) | $ 1.64 | |||||||
Percentage of ownership after transaction | 25% | |||||||
Consideration received on transaction | $ 83,400 | |||||||
Purchase Agreement | Purchase Percentage Covenant, Threshold | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Percentage of ownership after transaction | 5% | |||||||
Purchase Agreement | Purchase Percentage Covenant, Maximum | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Percentage of ownership after transaction | 30% |
Stockholders' Equity - Stock Ba
Stockholders' Equity - Stock Based Compensation (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
May 31, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-based compensation | ||||
Stock-based compensation expense, net of $0 tax in 2019, 2020, and 2021 | $ 23,336 | $ 26,473 | $ 14,994 | |
Stock-based compensation expense, tax | $ 0 | $ 0 | $ 0 | |
Amended 2016 Plan | ||||
Stock-based compensation | ||||
Increase in the aggregate number of shares | 17,500,000 | |||
Number of shares available for future grant | 6,250,580 |
Stockholders' Equity - Service-
Stockholders' Equity - Service-Based Stock Options (Details) - Service Based Stock Options [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-based compensation | |||
Vesting period | 3 years | ||
Contractual term | 10 years | ||
Number of Shares | |||
Outstanding at the beginning of the period (in shares) | 10,116,340 | ||
Granted (in shares) | 3,030,439 | ||
Exercised (in shares) | (98,592) | ||
Forfeited or expired (in shares) | (487,610) | ||
Outstanding at the end of the period (in shares) | 12,560,577 | 10,116,340 | |
Exercisable at the end of the period (in shares) | 8,117,695 | ||
Vested and expected to vest at the end of the period (in shares) | 12,560,577 | ||
Weighted Average Exercise Price | |||
Outstanding at the beginning of the period (in dollars per share) | $ 6 | ||
Granted (in dollars per share) | 4.78 | ||
Exercised (in dollars per share) | 2.38 | ||
Forfeited or expired (in dollars per share) | 7.29 | ||
Outstanding at the end of the period (in dollars per share) | 5.68 | $ 6 | |
Exercisable at the end of the period (in dollars per share) | 5.54 | ||
Vested and expected to vest at the end of the period (in dollars per share) | $ 5.68 | ||
Additional option disclosures | |||
Outstanding at the end of the period, weighted average remaining contractual term | 6 years 8 months 15 days | ||
Exercisable at the end of the period, weighted average remaining contractual term | 5 years 7 months 17 days | ||
Vested and expected to vest at the end of the period, weighted average remaining contractual term | 6 years 8 months 15 days | ||
Outstanding at the end of the period, aggregate intrinsic value | $ 5,369 | ||
Exercisable at the end of the period, aggregate intrinsic value | 5,345 | ||
Vested and expected to vest at the end of the period, aggregate intrinsic value | 5,369 | ||
Total unrecognized compensation cost related to non-vested shares | $ 11,000 | ||
Unrecognized compensation cost, weighted-average period | 1 year 4 months 24 days | ||
Total fair value of shares vested | $ 11,300 | ||
Weighted-average assumption used for grants | |||
Dividend yield | 0% | 0% | 0% |
Expected volatility, minimum | 75.20% | 73.70% | 76.80% |
Expected volatility, maximum | 76.60% | 76.90% | 96.80% |
Risk-free interest rate, minimum | 3.68% | 1.52% | 0.58% |
Risk-free interest rate, maximum | 4.73% | 4.34% | 1.31% |
Stock-based compensation | |||
Weighted-average grant date fair values of options granted (in dollars per share) | $ 3.30 | $ 4.40 | $ 5.90 |
Exercised during the period, aggregate intrinsic value | $ 200 | $ 1,300 | $ 10,100 |
Stock-based compensation expense | $ 11,700 | $ 11,900 | $ 9,900 |
Minimum | |||
Weighted-average assumption used for grants | |||
Expected life | 5 years 10 months 24 days | 5 years 7 months 6 days | 5 years 7 months 6 days |
Maximum | |||
Weighted-average assumption used for grants | |||
Expected life | 6 years 2 months 12 days | 5 years 10 months 24 days | 5 years 9 months 18 days |
Vesting over the first year | |||
Stock-based compensation | |||
Vesting percentage | 34% | ||
Vesting over the second year | |||
Stock-based compensation | |||
Vesting percentage | 33% | ||
Vesting over the third year | |||
Stock-based compensation | |||
Vesting percentage | 33% |
Stockholders' Equity - Performa
Stockholders' Equity - Performance-Based Stock Options (Details) - Performance-Based Stock Options [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 07, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-based compensation | ||||
Contractual term | 10 years | |||
Number of Shares | ||||
Outstanding at the beginning of the period (in shares) | 1,640,000 | |||
Granted (in shares) | 0 | 1,640,000 | ||
Exercised (in shares) | 0 | |||
Forfeited or expired (in shares) | (25,000) | |||
Outstanding at the end of the period (in shares) | 1,615,000 | 1,640,000 | ||
Exercisable at the end of the period (in shares) | 403,750 | |||
Weighted Average Exercise Price | ||||
Outstanding at the beginning of the period (in dollars per share) | $ 6.77 | |||
Granted (in dollars per share) | 0 | |||
Exercised (in dollars per share) | 0 | |||
Forfeited or expired (in dollars per share) | 6.77 | |||
Outstanding at the end of the period (in dollars per share) | 6.77 | $ 6.77 | ||
Exercisable at the end of the period (in dollars per share) | $ 6.77 | |||
Additional option disclosures | ||||
Outstanding at the end of the period, weighted average remaining contractual term | 7 years 11 months 8 days | |||
Exercisable at the end of the period, weighted average remaining contractual term | 7 years 11 months 8 days | |||
Outstanding at the end of the period, aggregate intrinsic value | $ 0 | |||
Exercisable at the end of the period, aggregate intrinsic value | 0 | |||
Total unrecognized compensation cost related to non-vested shares | $ 4,100 | |||
Number of shares vested | 0 | |||
Total fair value of shares vested | $ 0 | |||
Weighted-average assumption used for grants | ||||
Dividend yield | 0% | |||
Expected volatility | 77.10% | |||
Risk-free interest rate | 1.36% | |||
Expected life | 6 years 2 months 12 days | |||
Stock-based compensation | ||||
Weighted-average grant date fair values of options granted (in dollars per share) | $ 4.58 | |||
Exercised during the period, aggregate intrinsic value | $ 0 | |||
Stock-based compensation expense | $ 400 | $ 2,000 | $ 1,000 |
Stockholders' Equity - Market-B
Stockholders' Equity - Market-Based Stock Options (Details) - Market Based Stock Options [Member] - USD ($) | 12 Months Ended | |||
Dec. 07, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-based compensation | ||||
Share price | $ 14 | |||
Threshold period of specified consecutive trading days within which common stock price to be trade to vest stock options | 20 days | |||
Minimum percentage of closing price of the Company's common stock on the market-based stock option grant date | 207% | |||
Contractual term | 10 years | |||
Number of Shares | ||||
Outstanding at the beginning of the period (in shares) | 3,700,000 | |||
Granted (in shares) | 0 | 3,700,000 | ||
Exercised (in shares) | 0 | |||
Forfeited or expired (in shares) | (50,000) | |||
Outstanding at the end of the period (in shares) | 3,650,000 | 3,700,000 | ||
Exercisable at the end of the period (in shares) | 0 | |||
Weighted Average Exercise Price | ||||
Outstanding at the beginning of the period (in dollars per share) | $ 6.77 | |||
Granted (in dollars per share) | 0 | |||
Exercised (in dollars per share) | 0 | |||
Forfeited or expired (in dollars per share) | 6.77 | |||
Outstanding at the end of the period (in dollars per share) | 6.77 | $ 6.77 | ||
Exercisable at the end of the period (in dollars per share) | $ 0 | |||
Additional option disclosures | ||||
Outstanding at the end of the period, weighted average remaining contractual term | 7 years 11 months 8 days | |||
Outstanding at the end of the period, aggregate intrinsic value | $ 0 | |||
Exercisable at the end of the period, aggregate intrinsic value | 0 | |||
Total unrecognized compensation cost related to non-vested shares | $ 0 | |||
Unrecognized compensation cost, weighted-average period | 2 years | |||
Total fair value of shares vested | $ 0 | |||
Weighted-average assumption used for grants | ||||
Dividend yield | 0% | |||
Expected volatility | 67.80% | |||
Risk-free interest rate | 1.50% | |||
Expected life | 10 years | |||
Stock-based compensation | ||||
Weighted-average grant date fair values of options granted (in dollars per share) | $ 4.87 | |||
Exercised during the period, aggregate intrinsic value | 0 | $ 0 | ||
Stock-based compensation expense | $ 8,200,000 | $ 9,400,000 | $ 200,000 |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock Units (Details) - Service-Based RSUs - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares | |||
Outstanding at the beginning of the period (in shares) | 694,945 | ||
Granted (in shares) | 129,524 | ||
Vested (in shares) | (418,274) | ||
Forfeited or expired (in shares) | (6,486) | ||
Outstanding at the end of the period (in shares) | 399,709 | 694,945 | |
Weighted Average Fair Value at Grant Date | |||
Outstanding at the beginning of the period (in dollars per share) | $ 8.41 | ||
Granted (in dollars per share) | 4.19 | $ 6.41 | $ 10.24 |
Vested (in dollars per share) | 7.38 | ||
Forfeited or expired (in dollars per share) | 10.08 | ||
Outstanding at the end of the period (in dollars per share) | $ 8.10 | $ 8.41 | |
Unrecognized compensation cost | $ 0.6 | ||
Unrecognized compensation cost, weighted-average period | 7 months 6 days | ||
Stock-based compensation expense | $ 3 | $ 3.1 | $ 3.9 |
Vesting over the first year | |||
Stock-based compensation | |||
Vesting percentage | 34% | ||
Vesting over the second year | |||
Stock-based compensation | |||
Vesting percentage | 33% | ||
Vesting over the third year | |||
Stock-based compensation | |||
Vesting percentage | 33% |
Stockholders' Equity - Employee
Stockholders' Equity - Employee Stock Purchase Plan (Details) - Employee Stock Purchase Plan $ in Millions | 12 Months Ended | ||||
May 07, 2013 period shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | May 07, 2022 shares | |
Stock-based compensation | |||||
Purchase price of shares expressed as percentage of fair market value of common stock | 85% | ||||
Number of non-concurrent offering periods | period | 2 | ||||
Number of shares available for future grant | 2,500,000 | ||||
Number of shares reserved (in shares) | 2,500,000 | ||||
Stock-based compensation expense | $ | $ 0.1 | $ 0.1 | $ 0.1 | ||
Shares sold pursuant to the ESPP (in shares) | 102,666 |
Stockholders' Equity - Fair Val
Stockholders' Equity - Fair Value of Amazon Warrant (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||
Apr. 16, 2021 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2021 USD ($) | Jun. 14, 2021 $ / shares shares | Apr. 15, 2021 $ / shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Contra revenue charge | $ 60,609 | $ 24,302 | $ 83,641 | ||||
Amazon Warrant | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Aggregate number of warrant shares (in shares) | shares | 53,141,755 | 5,625,959 | |||||
Total discretionary fuel purchases | $ 500,000 | ||||||
Exercise price of the warrant (in dollars per share) | $ / shares | $ 13.49 | $ 13.49 | |||||
Exercise price premium (as a percent) | 21.30% | ||||||
Common stock price (in dollars per share) | $ / shares | $ 11.12 | ||||||
Aggregate number of warrant shares that may require stockholder approval (in shares) | shares | 50,595,531 | ||||||
Contra revenue charge | $ 60,600 | $ 24,300 | $ 83,600 | ||||
Customer incentive assets | $ 38,400 | ||||||
Notification period to waive or modify Beneficial Ownership Limitation | 61 days | ||||||
Amazon Warrant | Black-Scholes option pricing model | Dividend yield | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants, Measurement Input | 0 | 0 | |||||
Amazon Warrant | Black-Scholes option pricing model | Expected volatility | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants, Measurement Input | 0.6646 | 0.6797 | |||||
Amazon Warrant | Black-Scholes option pricing model | Risk-free interest rate | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants, Measurement Input | 0.0159 | 0.0149 | |||||
Amazon Warrant | Black-Scholes option pricing model | Expected term in years | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Warrants, Measurement Input | 10 | 9.8 |
Stockholders' Equity - Amazon W
Stockholders' Equity - Amazon Warrant Activity (Details) - Amazon Warrant - USD ($) | 12 Months Ended | ||
Jun. 14, 2021 | Apr. 16, 2021 | Dec. 31, 2023 | |
Class of Warrant or Right [Line Items] | |||
Outstanding and unvested Beginning Balance | $ 42,314,667 | ||
Granted | 0 | ||
Vested | (4,701,632) | ||
Outstanding and unvested as of Ending Balance | $ 37,613,035 | ||
Number of warrants vested | 4,701,632 | ||
Vesting over the first year | |||
Class of Warrant or Right [Line Items] | |||
Vested | (1,406,490) | (13,283,445) | |
Number of warrants vested | 1,406,490 | 13,283,445 |
Shareholders' Equity - Amazon W
Shareholders' Equity - Amazon Warrant (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Apr. 16, 2021 | Jun. 30, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 14, 2021 | Apr. 15, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||||
Contra revenue charge | $ 60,609 | $ 24,302 | $ 83,641 | ||||
Amazon Warrant | Maximum | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Percentage of common stock outstanding owned (as a percent) | 4.999% | ||||||
Amazon Warrant | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Aggregate number of warrant shares (in shares) | 53,141,755 | 5,625,959 | |||||
Total discretionary fuel purchases | $ 500,000 | ||||||
Exercise price of the warrant (in dollars per share) | $ 13.49 | $ 13.49 | |||||
Exercise price premium (as a percent) | 21.30% | ||||||
Common stock price (in dollars per share) | $ 11.12 | ||||||
Aggregate number of warrant shares that may require stockholder approval (in shares) | 50,595,531 | ||||||
Notification period to waive or modify Beneficial Ownership Limitation | 61 days | ||||||
Contra revenue charge | 60,600 | 24,300 | $ 83,600 | ||||
Customer incentive assets | $ 38,400 | ||||||
Amazon Warrant | Prepaid expenses and other current assets | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Customer incentive assets | $ 22,200 | ||||||
Amazon Warrant | Vesting over the first year | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Contra revenue charge | $ 76,600 | 76,600 | |||||
Amazon Warrant | Vesting over the second year | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Contra revenue charge | $ 7,000 |
Stockholders' Equity - Stonepea
Stockholders' Equity - Stonepeak Warrant (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 12, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair value of warrant | $ 42,435,000 | ||
Stonepeak Loan Facility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt issuance costs net | $ 39,300,000 | ||
Debt Instrument, Original Issue Discount And Direct Lender Fees | 6,100,000 | ||
Debt issuance costs | 1,400,000 | ||
Stonepeak Term Loan | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt issuance amount | 300,000,000 | ||
Stonepeak delayed draw term loan | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt issuance amount | $ 100,000,000 | ||
Stonepeak Warrant | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt Instrument, Original Issue Discount And Direct Lender Fees | $ 31,800,000 | 31,800,000 | |
Warrant outstanding term | 8 years 6 months | ||
Beneficial ownership percentage | 9.999% | ||
Number of days written notice required to waive beneficial ownership limitation | 61 days | ||
Fair value of warrant | 42,400,000 | ||
Warrant asset | 10,600,000 | 10,600,000 | |
Debt issuance amount | $ 100,000,000 | $ 100,000,000 | |
Stonepeak Warrant | Stonepeak Warrant Agreement at $5.50 Exercise Price | Black-Scholes option pricing model | Exercise price | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, Measurement Input | 5.50 | ||
Stonepeak Warrant | Stonepeak Warrant Agreement at $5.50 Exercise Price | Black-Scholes option pricing model | Dividend yield | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, Measurement Input | 0 | ||
Stonepeak Warrant | Stonepeak Warrant Agreement at $5.50 Exercise Price | Black-Scholes option pricing model | Expected volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, Measurement Input | 72.96 | ||
Stonepeak Warrant | Stonepeak Warrant Agreement at $5.50 Exercise Price | Black-Scholes option pricing model | Risk-free interest rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, Measurement Input | 4.22 | ||
Stonepeak Warrant | Stonepeak Warrant Agreement at $5.50 Exercise Price | Black-Scholes option pricing model | Expected term in years | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, Measurement Input | 8.5 | ||
Stonepeak Warrant | Stonepeak Warrant Agreement at $6.50 Exercise Price | Black-Scholes option pricing model | Exercise price | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, Measurement Input | 6.50 | ||
Stonepeak Warrant | Stonepeak Warrant Agreement at $6.50 Exercise Price | Black-Scholes option pricing model | Dividend yield | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, Measurement Input | 0 | ||
Stonepeak Warrant | Stonepeak Warrant Agreement at $6.50 Exercise Price | Black-Scholes option pricing model | Expected volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, Measurement Input | 72.96 | ||
Stonepeak Warrant | Stonepeak Warrant Agreement at $6.50 Exercise Price | Black-Scholes option pricing model | Risk-free interest rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, Measurement Input | 4.22 | ||
Stonepeak Warrant | Stonepeak Warrant Agreement at $6.50 Exercise Price | Black-Scholes option pricing model | Expected term in years | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, Measurement Input | 8.5 | ||
Stonepeak Warrants, With Exercise Price Of Dollars 5.50 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Aggregate number of warrant shares (in shares) | 10,000,000 | ||
Exercise price of the warrant (in dollars per share) | $ 5.50 | ||
Stonepeak Warrants, With Exercise Price Of Dollars 6.50 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Aggregate number of warrant shares (in shares) | 10,000,000 | ||
Exercise price of the warrant (in dollars per share) | $ 6.50 |
Stockholders' Equity - Stonep_2
Stockholders' Equity - Stonepeak Warrant Activity (Details) - Stonepeak Warrant | 12 Months Ended |
Dec. 31, 2023 USD ($) shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Outstanding and unvested Beginning Balance | $ | $ 0 |
Granted | shares | 20,000,000 |
Exercised | shares | 0 |
Outstanding and unvested as of Ending Balance | $ | $ 20,000,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Components of loss before income taxes | |||
U.S. | $ (99,749) | $ (58,431) | $ (93,117) |
Foreign | (772) | (939) | (919) |
Loss before income taxes | (100,521) | (59,370) | (94,036) |
Current: | |||
State | 92 | 47 | 54 |
Foreign | (4) | ||
Total current | 92 | 47 | 50 |
Deferred: | |||
Federal | (318) | 78 | 18 |
State | (197) | 95 | 51 |
Total deferred | (515) | 173 | 69 |
Total tax expense | $ (423) | $ 220 | $ 119 |
Federal income tax rate | 21% | 21% | 21% |
Reconciliation of the income tax provision | |||
Computed expected tax (benefit) | $ (21,110) | $ (12,468) | $ (19,747) |
Nondeductible expenses | 1,062 | 4,218 | 617 |
Tax rate differential on foreign earnings | 162 | 197 | 189 |
Joint ventures | 1,035 | 441 | (2) |
Amazon warrants | 5,381 | 1,134 | 3,707 |
Tax credits | (6,250) | (6,065) | (5,299) |
Other | (48) | 843 | 1,463 |
Change in valuation allowance | 19,345 | 11,920 | 19,191 |
Total tax expense | (423) | 220 | 119 |
Tax benefit related to exclusion of AFTC | 6,200 | 5,800 | $ 4,900 |
Deferred tax assets: | |||
Accrued expenses | 6,178 | 5,445 | |
Lease obligations | 25,574 | 14,093 | |
Alternative minimum tax and general business credits | 7,011 | 7,011 | |
Stock option expense | 11,756 | 7,850 | |
Amazon warrants | 20,002 | 16,169 | |
Other | 6,096 | 3,163 | |
Depreciation and amortization | 4,270 | 3,455 | |
Loss carryforwards | 152,310 | 141,381 | |
Total deferred tax assets | 233,197 | 198,567 | |
Less valuation allowance | (202,242) | (177,224) | |
Net deferred tax assets | 30,955 | 21,343 | |
Deferred tax liabilities: | |||
Right-of-use assets | (24,650) | (13,950) | |
Commodity swap contracts | (741) | (784) | |
Goodwill | (3,160) | (2,847) | |
Investments in joint ventures and partnerships | (2,989) | (4,862) | |
Total deferred tax liabilities | (31,540) | (22,443) | |
Net deferred tax liabilities | $ (585) | $ (1,100) |
Income Taxes (Details)_2
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense | $ (423) | $ 220 | $ 119 |
Income tax benefit | 423 | (220) | (119) |
Tax benefit | 59,096 | 54,672 | 50,585 |
Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Impact of Warrants, Amount | $ 5,381 | $ 1,134 | $ 3,707 |
Income Taxes - Tax Credit Carry
Income Taxes - Tax Credit Carryforwards (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Federal | |
Income Taxes | |
Operating loss carryforwards | $ 589.7 |
Federal | General | |
Income Taxes | |
Tax credit carryforwards | 8.2 |
State | |
Income Taxes | |
Operating loss carryforwards | 460.3 |
Foreign | |
Income Taxes | |
Operating loss carryforwards | $ 4.5 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Valuation allowance | |||
Deferred tax assets, valuation allowance | $ 202,242 | $ 177,224 | |
Net increase in valuation allowance | 25,000 | ||
Reconciliation of the total amounts of unrecognized tax benefits | |||
Unrecognized tax benefits, if recognized, fully offset with valuation allowance | 59,100 | ||
Unrecognized tax benefit at the beginning of the period | 54,672 | 50,585 | |
Gross increases-tax positions in current year | 4,517 | 4,358 | |
Gross decreases-tax positions in prior year | (93) | (271) | |
Unrecognized tax benefit at the end of the period | 59,096 | 54,672 | $ 50,585 |
Additional information on income tax | |||
Interest expense related to uncertain tax positions | $ 0 | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Long-Term Take-or-Pay Natural Gas Purchase Contracts (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Sep. 30, 2023 | Nov. 07, 2022 |
Loan Commitment to an Equity Method Investee | |||
Fixed commitments under the contract payable in future | |||
Irrevocably committed amount | $ 5.5 | $ 5.5 | |
Interest rate | 7% | ||
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 | |||
2024 | $ 13.2 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | |||
Sales-type lease, interest income | $ 0.4 | $ 0.4 | $ 0.4 |
NG Advantage [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Residual value of leased asset | $ 1 |
Leases - Finance and Operating
Leases - Finance and Operating Lease Asset and Liability Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finance leases: | ||
Land, property and equipment, gross | $ 823,898 | $ 721,912 |
Accumulated depreciation | (492,140) | (457,844) |
Total land, property and equipment, net | 331,758 | 264,068 |
Current portion of finance lease obligations | $ 1,758 | $ 948 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Current portion of finance lease obligations | Current portion of finance lease obligations |
Long-term portion of finance lease obligations | $ 1,839 | $ 2,134 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-term portion of finance lease obligations | Long-term portion of finance lease obligations |
Total finance lease liabilities | $ 3,597 | $ 3,082 |
Operating leases: | ||
Operating lease right-of-use assets | $ 92,324 | $ 52,586 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Operating lease right-of-use assets | Operating lease right-of-use assets |
Current portion of operating lease obligations | $ 6,687 | $ 4,206 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Current portion of operating lease obligations | Current portion of operating lease obligations |
Long-term portion of operating lease obligations | $ 89,065 | $ 48,911 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-term portion of operating lease obligations | Long-term portion of operating lease obligations |
Total operating lease liabilities | $ 95,752 | $ 53,117 |
Finance Leased Assets | ||
Finance leases: | ||
Land, property and equipment, gross | 6,436 | 5,703 |
Accumulated depreciation | (3,199) | (2,895) |
Total land, property and equipment, net | $ 3,237 | $ 2,808 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finance leases: | ||
Depreciation on assets under finance leases | $ 928 | $ 877 |
Interest on lease liabilities | 183 | 164 |
Total finance leases expense | 1,111 | 1,041 |
Operating leases: | ||
Lease expense | 15,986 | 8,800 |
Lease expense on short-term leases | 503 | 513 |
Variable lease expense | 4,777 | 4,306 |
Sublease income | (636) | (636) |
Total operating leases expense | $ 20,630 | $ 12,983 |
Leases - Supplemental Informati
Leases - Supplemental Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Operating cash outflows from finance leases | $ 183 | $ 164 |
Operating cash outflows from operating leases | 10,709 | 6,582 |
Financing cash outflows from finance leases | 1,055 | 945 |
Assets obtained in exchange for new finance lease liabilities | 1,569 | 774 |
ROU assets obtained in exchange for operating lease liabilities | $ 46,592 | $ 13,449 |
Weighted-average remaining lease term - finance leases | 2 years 5 months 8 days | 2 years 4 months 2 days |
Weighted-average remaining lease term - operating leases | 10 years 1 month 20 days | 11 years 3 months 14 days |
Weighted-average discount rate - finance leases | 7.41% | 5.71% |
Weighted-average discount rate - operating leases | 9.82% | 8.44% |
Leases - Maturities of Finance
Leases - Maturities of Finance and Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finance Leases | ||
2023 | $ 1,979 | |
2024 | 1,073 | |
2025 | 593 | |
2026 | 362 | |
2027 | 3 | |
Total minimum lease payments | 4,010 | |
Less amount representing interest | (413) | |
Present value of lease liabilities | 3,597 | $ 3,082 |
Operating Leases | ||
2023 | 15,125 | |
2024 | 15,406 | |
2025 | 15,363 | |
2026 | 15,359 | |
2027 | 14,531 | |
Thereafter | 75,759 | |
Total minimum lease payments | 151,543 | |
Less amount representing interest | (55,791) | |
Present value of lease liabilities | $ 95,752 | $ 53,117 |
Leases - Maturities of Lease Re
Leases - Maturities of Lease Receivables (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Fiscal year: | |
2024 | $ 962 |
2025 | 962 |
2026 | 985 |
2027 | 1,105 |
2027 | 515 |
Thereafter | 703 |
Total minimum lease payments | 5,232 |
Less amount representing interest | (1,087) |
Present value of lease receivables | $ 4,145 |
401(k) Plan (Details)
401(k) Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Maximum percentage of base pay that can be contributed by employees through salary deferrals | 90% | ||
Contribution by the company | $ 1.7 | $ 1.9 | $ 1.6 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |||
Net loss attributable to Clean Energy Fuels Corp. | $ (99,497) | $ (58,733) | $ (93,146) |
Weighted-average common shares outstanding | 222,904,785 | 222,414,790 | 213,118,694 |
Dilutive effect of potential common shares from restricted stock units and stock options | 0 | 0 | 0 |
Weighted-average common shares outstanding - diluted | 222,904,785 | 222,414,790 | 213,118,694 |
Basic loss per share (in dollars per share) | $ (0.45) | $ (0.26) | $ (0.44) |
Diluted loss per share (in dollars per share) | $ (0.45) | $ (0.26) | $ (0.44) |
Net Loss Per Share - Anti-dilut
Net Loss Per Share - Anti-dilutive Securities (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net Loss Per Share | |||
Anti-dilutive securities (in shares) | 96,993,000 | 74,918,999 | 77,048,327 |
Stock options | |||
Net Loss Per Share | |||
Anti-dilutive securities (in shares) | 17,825,577 | 15,456,340 | 17,153,671 |
Convertibles notes | |||
Net Loss Per Share | |||
Anti-dilutive securities (in shares) | 20,000,000 | ||
Restricted stock units | |||
Net Loss Per Share | |||
Anti-dilutive securities (in shares) | 399,709 | 694,945 | 1,126,942 |
Amazon warrant shares | |||
Net Loss Per Share | |||
Anti-dilutive securities (in shares) | 58,767,714 | 58,767,714 | 58,767,714 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | 36 Months Ended | |||
Jun. 28, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | ||||||
Advance to DR JV | $ 5,500 | $ 0 | $ 0 | |||
Proceeds from repayment of advance by DR JV | 5,500 | 0 | 0 | |||
Receivables from related party | 2,500 | |||||
Outstanding balance | $ 261,161 | 261,161 | 145,564 | $ 261,161 | ||
Related Party | TOTALEnergies S.E. | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from related party | 1,400 | 7,600 | 4,900 | |||
Related party expense | 6,900 | 8,400 | 2,000 | |||
Payable to related parties | 200 | |||||
Related Party | SAFE&CEC S.r.l. | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from related party | 300 | 200 | 200 | |||
Receivables from related party | 300 | 300 | 300 | 300 | ||
Related party expense | 12,600 | 16,700 | 9,600 | |||
Payable to related parties | 8,100 | 8,100 | 3,300 | 8,100 | ||
Related Party | TotalEnergies JV and bpJV | ||||||
Related Party Transaction [Line Items] | ||||||
Related party expense | 1,200 | 600 | 0 | |||
Related Party | DR JV | ||||||
Related Party Transaction [Line Items] | ||||||
Advance to DR JV | $ 5,500 | |||||
Proceeds from repayment of advance by DR JV | 5,500 | |||||
Related Party | Management Fee for Services | TotalEnergies JV and bpJV | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from related party | 3,100 | 1,300 | 400 | |||
Receivables from related party | 300 | 300 | 500 | 300 | ||
Related Party | Business Expenses Reimbursement | TotalEnergies JV and bpJV | ||||||
Related Party Transaction [Line Items] | ||||||
Receivables from related party | 700 | 700 | 600 | 700 | ||
Related party expense | 0 | |||||
Related Party | Management Fee for Services & Business Expenses Reimbursement | TotalEnergies JV and bpJV | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from related party | 5,000 | 1,500 | 0 | |||
Related Party | Sharing of Environmental Credits | TotalEnergies JV and bpJV | ||||||
Related Party Transaction [Line Items] | ||||||
Payable to related parties | 600 | 600 | 0 | 600 | ||
Other Equity Method Investees | ||||||
Related Party Transaction [Line Items] | ||||||
Receivables from related party | 700 | 700 | 100 | 700 | ||
Amount provided for funding in certain equity method investee | 3,500 | 2,000 | ||||
Other Equity Method Investees | Convertible promissory note | ||||||
Related Party Transaction [Line Items] | ||||||
Outstanding balance | $ 2,300 | 2,300 | 1,900 | $ 2,300 | ||
Other Equity Method Investees | Management Fee for Services | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from related party | $ 600 | $ 100 | $ 0 |
Reportable Segments and Geogr_3
Reportable Segments and Geographic Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Geographic Information | |||
Total revenue | $ 425,159 | $ 420,164 | $ 255,646 |
Total operating income (loss) | (76,400) | (51,707) | (95,048) |
Total long-lived assets | 661,224 | 527,584 | 441,400 |
United States | |||
Geographic Information | |||
Total revenue | 418,754 | 416,975 | 252,310 |
Total operating income (loss) | (75,163) | (50,796) | (94,157) |
Total long-lived assets | 657,397 | 525,682 | 440,770 |
Canada | |||
Geographic Information | |||
Total revenue | 6,405 | 3,189 | 3,336 |
Total operating income (loss) | (1,237) | (911) | (891) |
Total long-lived assets | $ 3,827 | $ 1,902 | $ 630 |
Concentrations (Details)
Concentrations (Details) - Minimum - Natural gas expense - Supplier concentration | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Three supplier | |||
Supplier Concentrations | |||
Concentration risk, percentage | 10% | ||
Zero supplier | |||
Supplier Concentrations | |||
Concentration risk, percentage | 10% | ||
One supplier | |||
Supplier Concentrations | |||
Concentration risk, percentage | 10% |
Schedule II_ Valuation and Qu_2
Schedule II: Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Allowances for Doubtful Trade Receivables | |||
Movement in valuation and qualifying accounts | |||
Balance at the beginning of the period | $ 1,375 | $ 1,205 | $ 1,335 |
Charges (benefit) to operations | 439 | 571 | 77 |
Deductions | (339) | (401) | (207) |
Balance at the end of the period | 1,475 | 1,375 | 1,205 |
Allowance for Doubtful Notes Receivables | |||
Movement in valuation and qualifying accounts | |||
Balance at the beginning of the period | 5,499 | 4,755 | 4,105 |
Charges (benefit) to operations | 1,041 | 744 | 650 |
Balance at the end of the period | $ 6,540 | $ 5,499 | $ 4,755 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ (99,497) | $ (58,733) | $ (93,146) |
Insider Trading Arrangements
Insider Trading Arrangements - Andrew Littlefair Trading Plan - Andrew J. Littlefair | 12 Months Ended |
Dec. 31, 2023 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | Rule 10b5-1 Plan Elections On November 22, 2023, Andrew J. Littlefair, Chief Executive Officer, adopted a Rule 10b5-1 trading plan for the purpose of establishing a sales plan of the Company’s common stock that is intended to comply with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended. Mr. Littlefair’s Rule 10b5-1 trading plan is in effect from March 15, 2024 to the earlier of (1) December 31, 2024 and (2) the date on which an aggregate of 450,000 shares of the Company’s common stock have been sold pursuant to the Rule 10b5-1 trading plan. |
Name | Andrew J. Littlefair |
Title | Chief Executive Officer |
Rule 10b5-1 Arrangement Adopted | true |
Non-Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | November 22, 2023 |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Aggregate Available | 450,000 |