Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 31, 2024 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Year Focus | 2024 | |
Securities Act File Number | 001-33480 | |
Entity Registrant Name | CLEAN ENERGY FUELS CORP. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 33-0968580 | |
Entity Address, Address Line One | 4675 MacArthur Court | |
Entity Address, Address Line Two | Suite 800 | |
Entity Address, City or Town | Newport Beach | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92660 | |
City Area Code | 949 | |
Local Phone Number | 437-1000 | |
Title of 12(b) Security | Common stock, $0.0001 par value per share | |
Trading Symbol | CLNE | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 223,427,400 | |
Entity Central Index Key | 0001368265 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash, cash equivalents and current portion of restricted cash | $ 125,142 | $ 106,963 |
Short-term investments | 126,212 | 158,186 |
Accounts receivable, net of allowance of $1,475 and $1,536 as of December 31, 2023 and June 30, 2024, respectively | 92,108 | 98,426 |
Other receivables | 25,041 | 19,770 |
Inventory | 49,406 | 45,335 |
Prepaid expenses and other current assets | 32,975 | 41,495 |
Total current assets | 450,884 | 470,175 |
Operating lease right-of-use assets | 99,673 | 92,324 |
Land, property and equipment, net | 340,278 | 331,758 |
Notes receivable and other long-term assets, net | 34,501 | 35,735 |
Investments in other entities | 250,257 | 258,773 |
Goodwill | 64,328 | 64,328 |
Intangible assets, net | 6,365 | 6,365 |
Total assets | 1,246,286 | 1,259,458 |
Current liabilities: | ||
Current portion of debt | 43 | 38 |
Current portion of finance lease obligations | 1,923 | 1,758 |
Current portion of operating lease obligations | 7,678 | 6,687 |
Accounts payable | 33,842 | 56,995 |
Accrued liabilities | 91,158 | 91,534 |
Deferred revenue | 7,794 | 4,936 |
Derivative liabilities, related party | 0 | 1,875 |
Total current liabilities | 142,438 | 163,823 |
Long-term portion of debt | 262,912 | 261,123 |
Long-term portion of finance lease obligations | 1,534 | 1,839 |
Long-term portion of operating lease obligations | 96,962 | 89,065 |
Other long-term liabilities | 12,869 | 9,961 |
Total liabilities | 516,715 | 525,811 |
Commitments and contingencies | ||
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; 223,026,966 shares and 223,332,502 shares issued and outstanding as of December 31, 2023 and June 30, 2024, respectively | 22 | 22 |
Additional paid-in capital | 1,690,762 | 1,658,339 |
Accumulated deficit | (964,208) | (929,472) |
Accumulated other comprehensive loss | (3,535) | (2,119) |
Total Clean Energy Fuels Corp. stockholders' equity | 723,041 | 726,770 |
Noncontrolling interest in subsidiary | 6,530 | 6,877 |
Total stockholders' equity | 729,571 | 733,647 |
Total liabilities and stockholders' equity | $ 1,246,286 | $ 1,259,458 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 1,643 | $ 1,475 |
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) | 223,332,502 | 223,026,966 |
Common stock, outstanding (in shares) | 223,332,502 | 223,026,966 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue: | ||||
Total revenue | $ 97,954 | $ 90,548 | $ 201,663 | $ 222,731 |
Cost of sales (exclusive of depreciation and amortization shown separately below): | ||||
Selling, general and administrative | 28,342 | 28,548 | 54,579 | 58,197 |
Depreciation and amortization | 11,264 | 10,893 | 22,446 | 21,571 |
Total operating expenses | 103,546 | 103,603 | 216,566 | 271,198 |
Operating loss | (5,592) | (13,055) | (14,903) | (48,467) |
Interest expense | (7,921) | (4,365) | (15,683) | (8,719) |
Interest income | 3,639 | 2,766 | 7,218 | 5,483 |
Other income (expense), net | (40) | 28 | 58 | 71 |
Loss from equity method investments | (5,795) | (1,915) | (11,193) | (3,805) |
Loss before income taxes | (15,709) | (16,541) | (34,503) | (55,437) |
Income tax benefit | (758) | 55 | (580) | 119 |
Net loss | (16,467) | (16,486) | (35,083) | (55,318) |
Loss attributable to noncontrolling interest | 174 | 185 | 347 | 320 |
Net loss attributable to Clean Energy Fuels Corp. | $ (16,293) | $ (16,301) | $ (34,736) | $ (54,998) |
Net loss attributable to Clean Energy Fuels Corp. per share: | ||||
Basic (in dollars per share) | $ (0.07) | $ (0.07) | $ (0.16) | $ (0.25) |
Diluted (in dollars per share) | $ (0.07) | $ (0.07) | $ (0.16) | $ (0.25) |
Weighted-average common shares outstanding: | ||||
Basic (in shares) | 223,289,936 | 222,908,402 | 223,250,123 | 222,813,286 |
Diluted (in shares) | 223,289,936 | 222,908,402 | 223,250,123 | 222,813,286 |
Product revenue | ||||
Revenue: | ||||
Total revenue | $ 82,960 | $ 75,629 | $ 172,374 | $ 195,356 |
Cost of sales (exclusive of depreciation and amortization shown separately below): | ||||
Cost of sales | 53,914 | 55,570 | 120,339 | 175,228 |
Service revenue | ||||
Revenue: | ||||
Total revenue | 14,994 | 14,919 | 29,289 | 27,375 |
Cost of sales (exclusive of depreciation and amortization shown separately below): | ||||
Cost of sales | $ 10,026 | $ 8,592 | $ 19,202 | $ 16,202 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Net loss | $ (16,467) | $ (16,486) | $ (35,083) | $ (55,318) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments, net of $0 tax in 2023 and 2024 | (527) | 585 | (1,336) | 1,046 |
Unrealized gains (losses) on available-for-sale securities, net of $0 tax in 2023 and 2024 | (14) | 1,113 | (80) | 1,357 |
Total other comprehensive income (loss) | (541) | 1,698 | (1,416) | 2,403 |
Comprehensive loss | (17,008) | (14,788) | (36,499) | (52,915) |
Clean Energy Fuels Corp. | ||||
Net loss | (16,293) | (16,301) | (34,736) | (54,998) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments, net of $0 tax in 2023 and 2024 | (527) | 585 | (1,336) | 1,046 |
Unrealized gains (losses) on available-for-sale securities, net of $0 tax in 2023 and 2024 | (14) | 1,113 | (80) | 1,357 |
Total other comprehensive income (loss) | (541) | 1,698 | (1,416) | 2,403 |
Comprehensive loss | (16,834) | (14,603) | (36,152) | (52,595) |
Noncontrolling Interest | ||||
Net loss | (174) | (185) | (347) | (320) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments, net of $0 tax in 2023 and 2024 | 0 | 0 | 0 | 0 |
Unrealized gains (losses) on available-for-sale securities, net of $0 tax in 2023 and 2024 | 0 | 0 | 0 | 0 |
Total other comprehensive income (loss) | 0 | 0 | 0 | 0 |
Comprehensive loss | $ (174) | $ (185) | $ (347) | $ (320) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Foreign currency translation adjustment, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Unrealized gains on available-for sale securities, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest | Total |
Beginning balance at Dec. 31, 2022 | $ 22 | $ 1,553,668 | $ (829,975) | $ (3,722) | $ 7,478 | $ 727,471 |
Beginning balance (in shares) at Dec. 31, 2022 | 222,437,429 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock | 332 | 332 | ||||
Issuance of common stock (in shares) | 470,351 | |||||
Shares withheld related to net share settlement | (175) | (175) | ||||
Stock-based compensation | 6,096 | 6,096 | ||||
Stock-based sales incentive charges | 8,172 | 8,172 | ||||
Net loss | (38,697) | (135) | (38,832) | |||
Other comprehensive income (loss) | 705 | 705 | ||||
Ending balance at Mar. 31, 2023 | $ 22 | 1,568,093 | (868,672) | (3,017) | 7,343 | 703,769 |
Ending balance (in shares) at Mar. 31, 2023 | 222,907,780 | |||||
Beginning balance at Dec. 31, 2022 | $ 22 | 1,553,668 | (829,975) | (3,722) | 7,478 | 727,471 |
Beginning balance (in shares) at Dec. 31, 2022 | 222,437,429 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (320) | (55,318) | ||||
Other comprehensive income (loss) | 0 | 2,403 | ||||
Ending balance at Jun. 30, 2023 | $ 22 | 1,582,009 | (884,973) | (1,319) | 7,158 | 702,897 |
Ending balance (in shares) at Jun. 30, 2023 | 222,910,057 | |||||
Beginning balance at Mar. 31, 2023 | $ 22 | 1,568,093 | (868,672) | (3,017) | 7,343 | 703,769 |
Beginning balance (in shares) at Mar. 31, 2023 | 222,907,780 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock | 3 | 3 | ||||
Issuance of common stock (in shares) | 2,277 | |||||
Stock-based compensation | 6,093 | 6,093 | ||||
Stock-based sales incentive charges | 7,820 | 7,820 | ||||
Net loss | (16,301) | (185) | (16,486) | |||
Other comprehensive income (loss) | 1,698 | 0 | 1,698 | |||
Ending balance at Jun. 30, 2023 | $ 22 | 1,582,009 | (884,973) | (1,319) | 7,158 | 702,897 |
Ending balance (in shares) at Jun. 30, 2023 | 222,910,057 | |||||
Beginning balance at Dec. 31, 2023 | $ 22 | 1,658,339 | (929,472) | (2,119) | 6,877 | $ 733,647 |
Beginning balance (in shares) at Dec. 31, 2023 | 223,026,966 | 223,026,966 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock | 231 | $ 231 | ||||
Issuance of common stock (in shares) | 236,089 | |||||
Shares withheld related to net share settlement | (304) | (304) | ||||
Stock-based compensation | 2,629 | 2,629 | ||||
Stock-based sales incentive charges | 12,897 | 12,897 | ||||
Net loss | (18,443) | (173) | (18,616) | |||
Other comprehensive income (loss) | (875) | (875) | ||||
Ending balance at Mar. 31, 2024 | $ 22 | 1,673,792 | (947,915) | (2,994) | 6,704 | 729,609 |
Ending balance (in shares) at Mar. 31, 2024 | 223,263,055 | |||||
Beginning balance at Dec. 31, 2023 | $ 22 | 1,658,339 | (929,472) | (2,119) | 6,877 | $ 733,647 |
Beginning balance (in shares) at Dec. 31, 2023 | 223,026,966 | 223,026,966 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (347) | $ (35,083) | ||||
Other comprehensive income (loss) | 0 | (1,416) | ||||
Ending balance at Jun. 30, 2024 | $ 22 | 1,690,762 | (964,208) | (3,535) | 6,530 | $ 729,571 |
Ending balance (in shares) at Jun. 30, 2024 | 223,332,502 | 223,332,502 | ||||
Beginning balance at Mar. 31, 2024 | $ 22 | 1,673,792 | (947,915) | (2,994) | 6,704 | $ 729,609 |
Beginning balance (in shares) at Mar. 31, 2024 | 223,263,055 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock (in shares) | 69,447 | |||||
Stock-based compensation | 2,862 | 2,862 | ||||
Stock-based sales incentive charges | 14,079 | 14,079 | ||||
Net loss | (16,293) | (174) | (16,467) | |||
Other comprehensive income (loss) | (541) | 0 | (541) | |||
Issuance of common stock warrants | 29 | 29 | ||||
Ending balance at Jun. 30, 2024 | $ 22 | $ 1,690,762 | $ (964,208) | $ (3,535) | $ 6,530 | $ 729,571 |
Ending balance (in shares) at Jun. 30, 2024 | 223,332,502 | 223,332,502 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (35,083) | $ (55,318) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 22,446 | 21,571 |
Provision for credit losses and inventory | 628 | 1,006 |
Stock-based compensation expense | 5,491 | 12,189 |
Stock-based sales incentive charges | 26,976 | 27,652 |
Change in fair value of derivative instruments | (1,683) | (1,068) |
Amortization of discount and debt issuance cost | (1,239) | (2,190) |
Gain on disposal of property and equipment | 497 | (101) |
Asset impairments and other charges | 0 | 333 |
Loss from equity method investments | 11,193 | 3,805 |
Non-cash lease expense | 4,516 | 2,919 |
Deferred income taxes | 534 | (165) |
Accretion of ARO liabilities | 180 | 149 |
Changes in operating assets and liabilities: | ||
Accounts and other receivables | 4,177 | 16,518 |
Inventory | (4,714) | (3,489) |
Prepaid expenses and other assets | 5,599 | (6,956) |
Operating lease liabilities | (2,977) | (2,075) |
Accounts payable | (17,276) | (6,351) |
Deferred revenue | 2,820 | (1,050) |
Accrued liabilities and other | (730) | (14,341) |
Net cash provided by (used in) operating activities | 21,355 | (6,962) |
Cash flows from investing activities: | ||
Purchases of short-term investments | (408,899) | (186,273) |
Maturities and sales of short-term investments | 444,337 | 190,500 |
Purchases of and deposits on property and equipment | (32,147) | (42,754) |
Grant proceeds for capital projects | 952 | 1,947 |
Disbursements for loans receivable | (5,397) | (2,340) |
Proceeds from paydowns, maturities, and sales of loans receivables | 272 | 1,612 |
Investments in other entities | (165) | (5,500) |
Payment and deposits on equipment and manure rights for RNG production projects | (4,259) | (15,080) |
Proceeds received for joint development and construction of station projects | 1,028 | 1,172 |
Advance to DR JV | 0 | (5,500) |
Proceeds from settlement of insurance claims | 314 | 0 |
Proceeds from disposal of property and equipment | 42 | 198 |
Net cash (used in) investing activities | (3,922) | (62,018) |
Cash flows from financing activities: | ||
Issuance of common stock | 36 | 335 |
Payments of tax withholdings on net settlement of equity awards | (304) | (175) |
Fees paid for lender and debt issuance costs | (845) | (1,440) |
Proceeds for Adopt-a-Port program | 3,390 | 150 |
Repayment of proceeds for Adopt-a-Port program | (792) | (705) |
Proceeds from debt instruments | 0 | 255 |
Repayments of debt instruments and finance lease obligations | (625) | (612) |
Net cash (used in) financing activities | 860 | (2,192) |
Effect of exchange rates on cash, cash equivalents and restricted cash | (114) | 384 |
Net (decrease) in cash, cash equivalents and restricted cash | 18,179 | (70,788) |
Cash, cash equivalents and restricted cash, beginning of period | 106,963 | 125,950 |
Cash, cash equivalents and restricted cash, end of period | 125,142 | 55,162 |
Supplemental disclosure of cash flow information: | ||
Income taxes paid | 48 | 57 |
Interest paid, net of $138 and $661 capitalized, respectively | $ 13,216 | $ 8,279 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Cash Flows [Abstract] | ||
Capitalized interest paid, respectively | $ 1,229 | $ 581 |
General
General | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | Note 1—General Nature of Business Clean Energy Fuels Corp., together with its majority and wholly owned subsidiaries (hereinafter collectively referred to as the “Company,” unless the context or the use of the term indicates or requires otherwise) is engaged in the business of selling renewable and conventional natural gas as alternative fuels for vehicle fleets and related fueling solutions to its customers, primarily in the United States and Canada. The Company’s principal business is supplying renewable natural gas (“RNG”) and conventional natural gas, in the form of compressed natural gas (“CNG”) and liquefied natural gas (“LNG”), for medium and heavy-duty vehicles and providing operation and maintenance (“O&M”) services to public and private vehicle fleet customer stations. The Company is also focused on developing, owning, and operating dairy and other livestock waste RNG projects and supplying RNG (procured from third party sources and from the Company’s jointly owned RNG production facilities (see Note 3)) to its customers in the heavy and medium-duty commercial transportation sector. As a comprehensive clean energy solution provider, the Company also designs and builds, as well as operates and maintains, public and private vehicle fueling stations in the United States and Canada; sells and services compressors and other equipment used in RNG production and at fueling stations; transports and sells RNG and conventional natural gas, in the form of CNG and LNG, via “virtual” natural gas pipelines and interconnects; sells U.S. federal, state and local government credits it generates by selling RNG in the form of CNG and LNG as a vehicle fuel, including Renewable Identification Numbers (“RIN Credits” or “RINs”) under the federal Renewable Fuel Standard Phase 2 and credits under the California, Oregon, and Washington Low Carbon Fuel Standards (collectively, “LCFS Credits”); and obtains federal, state and local tax credits, grants and incentives. Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries, and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s consolidated financial position as of June 30, 2024, results of operations, comprehensive loss, and stockholders’ equity for the three and six months ended June 30, 2023 and 2024, and cash flows for the six months ended June 30, 2023 and 2024. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three and six months ended June 30, 2023 and 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any other interim period or any future year. Certain information and disclosures normally included in the notes to consolidated financial statements have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), but the resultant disclosures contained herein are in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as they apply to interim reporting. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the year ended December 31, 2023 that are included in the Company’s Annual Report on Form 10-K filed with the SEC on February 29, 2024. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying condensed consolidated financial statements and these notes. Actual results could differ from those estimates and may result in material effects on the Company’s operating results and financial position. Significant estimates made in preparing the accompanying condensed consolidated financial statements include (but are not limited to) those related to revenue recognition, fair value measurements, goodwill and long-lived asset valuations and impairment assessments, income tax valuations, stock-based compensation expense and stock-based sales incentive charges. Amazon Warrant The Amazon Warrant (defined in Note 14) is accounted for as an equity instrument and measured in accordance with Accounting Standards Codification (“ASC”) 718, Compensation – Stock Compensation Revenue from Contracts with Customers Tourmaline Joint Development In April 2023, the Company and Tourmaline Oil Corp. (“Tourmaline”) announced a CAD $70 million Joint Development Agreement to build and operate a network of CNG stations along key highway corridors across Western Canada. Under a 50-50 shared investment, the Company and Tourmaline expect to construct and commission up to 20 CNG fueling stations over the next five years, allowing heavy-duty trucks and other commercial transportation fleets that operate in the area to transition to the use of CNG, a lower carbon alternative to gasoline and diesel. Costs associated with station construction and profit and loss arising from station operation are shared 50-50 between the Company and Tourmaline. This arrangement between the Company and Tourmaline to jointly develop, build and operate CNG fueling stations is accounted for in accordance with ASC 808, Collaborative Arrangements Revenue from Contracts with Customers The Company determined that it is the principal for the revenue generated from third parties under this collaborative arrangement with Tourmaline in accordance with ASC 606; as such, the associated revenue and cost of sales generated and incurred are recognized on a gross basis in the condensed consolidated statements of operations. Net participation of profit and loss owed to or from Tourmaline is recorded as an increase or decrease to cost of sales, respectively, as the transaction is not deemed to be with a customer within the scope of ASC 606. Capitalized station costs are presented at half of the total development and construction costs in the condensed consolidated balance sheets, corresponding to the Company’s 50% ownership in the shared assets. Impairment of Goodwill and Long-Lived Assets Due to a decline in the market price of the Company's common stock subsequent to December 31, 2023, the Company performed an interim quantitative goodwill impairment test as of June 30, 2024 for its single reporting unit. In connection with the quantitative goodwill impairment test, the Company estimated the fair value of its reporting unit based on its market value of invested capital plus a market participant acquisition premium. The results of the quantitative goodwill impairment test performed as of June 30, 2024 indicated that the fair value of the Company’s reporting unit exceeded its carrying value by 6% or $59.4 million; as such, no impairment charges relating to goodwill were recorded in the three and six months ended June 30, 2024. In addition, due to a decline in share price of the Company's common stock, the Company assessed whether such event or any other events or changes in circumstances indicated that the carrying value of the Company’s long-lived assets may not be recoverable. Based on the Company’s assessment, no impairment triggering events were identified as of June 30, 2024. Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Recently Adopted 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 Company adopted this new ASU in the first quarter of 2024. The adoption of this ASU did not have a material effect on the Company’s consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements 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. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures. This ASU enhances annual income tax disclosures by requiring entities to disclose specific categories and greater disaggregation of information in the rate reconciliation table and income taxes paid disaggregated by jurisdiction. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the adoption impact of this ASU on the Company’s consolidated financial statements and related disclosures. In March 2024, the FASB issued ASU No. 2024-01, Compensation-Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. This ASU improves U.S. GAAP by adding an illustrative example to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether profits interest and similar awards should be accounted for in accordance with Topic 718, Compensation-Stock Compensation. The ASU is effective for annual periods, including interim periods within those years, beginning after December 15, 2024, with early adoption allowed. The Company is evaluating the adoption impact of this ASU on the Company’s consolidated financial statements and related disclosures. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Note 2—Revenue from Contracts with Customers Revenue Recognition Overview The Company recognizes revenue when control of the promised goods or services is transferred to its customers, in an amount that reflects the consideration to which it expects to be entitled in exchange for the goods or services. To achieve that core principle, a five-step approach is applied: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue allocated to each performance obligation when the Company satisfies the performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account for revenue recognition. The Company is generally the principal in its customer contracts because it has control over the goods and services prior to their transfer to the customer, and as such, revenue is recognized on a gross basis. Sales and usage-based taxes are excluded from revenue. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities. The table below presents the Company’s revenue disaggregated by revenue source (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2023 2024 2023 2024 Product revenue: Volume-related Fuel sales (1) (3) $ 53,267 $ 57,398 $ 160,162 $ 125,601 Change in fair value of derivative instruments (2) 3,600 61 1,068 1,683 RIN Credits 5,377 9,523 9,880 18,335 LCFS Credits 2,474 4,319 4,772 4,155 AFTC (4) 5,059 6,003 9,555 11,360 Total volume-related product revenue 69,777 77,304 185,437 161,134 Station construction sales 5,852 5,656 9,919 11,240 Total product revenue 75,629 82,960 195,356 172,374 Service revenue: Volume-related, O&M services 13,913 14,422 25,957 28,157 Other services 1,006 572 1,418 1,132 Total service revenue 14,919 14,994 27,375 29,289 Total revenue $ 90,548 $ 97,954 $ 222,731 $ 201,663 (1) Includes non-cash stock-based sales incentive contra-revenue charges associated with the Amazon Warrant. For the three and six months ended June 30, 2023, contra-revenue charges recognized in fuel revenue were $13.9 million and $27.7 million, respectively. For the three and six months ended June 30, 2024, contra-revenue charges recognized in fuel revenue were $14.1 million and $27.0 million, respectively. See Note 14 for more information. (2) Represents changes in fair value of unsettled derivative instruments relating to the Company’s commodity swap and customer fueling contracts associated with the Company’s 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 truck financing program. See Note 6 for more information about these derivative instruments. (3) Includes net settlement of the Company’s commodity swap derivative instruments. For the three and six months ended June 30, 2023, net settlement payments recognized in fuel revenue were $1.4 million and $1.0 million, respectively. For the three and six months ended June 30, 2024, net settlement payments recognized in fuel revenue were $0.9 million and $2.4 million, respectively. (4) Represents the federal alternative fuel excise tax credit (“AFTC”). See Note 19 for more information. Remaining Performance Obligations Remaining performance obligations represent the transaction price of customer orders for which the work has not been performed. As of June 30, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was $39.7 million, which related to the Company’s station construction sale contracts. The Company expects to recognize revenue on the remaining performance obligations under these contracts over the next 12 For volume-related revenue, the Company has elected to apply an optional exemption, which waives the requirement to disclose the remaining performance obligation for revenue recognized through the ‘ Contract Balances The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) in the accompanying condensed consolidated balance sheets. As of December 31, 2023 and June 30, 2024, the Company’s contract balances were as follows (in thousands): December 31, June 30, 2023 2024 Accounts receivable, net $ 98,426 $ 92,108 Contract assets - current $ 7,823 $ 6,317 Contract assets - non-current 2,433 2,174 Contract assets - total $ 10,256 $ 8,491 Contract liabilities - current $ 4,936 $ 7,794 Contract liabilities - non-current 151 113 Contract liabilities - total $ 5,087 $ 7,907 Accounts Receivable, Net “Accounts receivable, net” in the accompanying condensed consolidated balance sheets includes billed and accrued amounts that are currently due from customers. The amounts due are stated at their net estimated realizable value. The Company maintains an allowance to provide for the estimated amount of receivables that will not be collected. The allowance is based on an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables, and economic conditions that may affect a customer’s ability to pay. Contract Assets Contract assets include unbilled amounts typically resulting from the Company’s station construction sale contracts, when the cost-to-cost method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer, and right to payment is not just subject to the passage of time. Amounts may not exceed their net realizable value. Contract assets are classified as current or noncurrent based on the timing of billings. The current portion is included in “Other receivables” and in “Prepaid expenses and other current assets” and the noncurrent portion is included in “Notes receivable and other long-term assets, net” in the accompanying condensed consolidated balance sheets. Contract Liabilities Contract liabilities 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 condensed consolidated balance sheets. Revenue recognized in the six months ended June 30, 2023 relating to the Company’s contract liability balances as of December 31, 2022 was $3.3 million. The increase in the contract liability balance in the six months ended June 30, 2024 is mainly driven by billings in excess of revenue recognized and customer advances in the six months ended June 30, 2024, partially offset by $2.6 million of revenue recognized relating to the Company’s contract liability balances as of December 31, 2023. |
Investments in Other Entities a
Investments in Other Entities and Noncontrolling Interest in a Subsidiary | 6 Months Ended |
Jun. 30, 2024 | |
Investments, All Other Investments [Abstract] | |
Investments in Other Entities and Noncontrolling Interest in a Subsidiary | Note 3— Investments in Other Entities and Noncontrolling Interest in a Subsidiary TotalEnergies Joint Venture On March 3, 2021, the Company entered into an agreement (the “TotalEnergies JV Agreement”) with TotalEnergies S.E. (“TotalEnergies”) to create 50 -50 joint ventures to develop anaerobic digester gas (“ADG”) RNG production facilities in the United States. Pursuant to the TotalEnergies JV Agreement, each ADG RNG production facility project will be formed as a separate limited liability company (“LLC”) that is owned 50 -50 by the Company and TotalEnergies, and contributions to such LLCs count toward the TotalEnergies JV Equity Obligations (as defined below). The TotalEnergies JV Agreement contemplates investing up to $400.0 million of equity in production projects, and TotalEnergies and the Company each committed to initially provide $50.0 million (the “TotalEnergies JV Equity Obligations”). In October 2021, TotalEnergies and the Company executed a LLC agreement (the “DR Development Agreement”) for an ADG RNG production facility project (the “DR JV”), and, in November 2021, TotalEnergies and the Company each contributed an initial $4.8 million to the DR JV. On 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. On June 28, 2023, the Company contributed $5.5 million and advanced $5.5 million to the DR JV. Funds from the capital call were used to fund required loan reserves and to paydown outstanding liabilities of 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 $1.0 million and $0.5 million from the LLC’s operations in the three months ended June 30, 2023 and 2024, respectively, and a loss of $1.4 million and $0.9 million from the LLC’s operations in the six months ended June 30, 2023 and 2024, respectively. The Company had an investment balance of $7.5 million and $6.6 million as of December 31, 2023 and June 30, 2024, respectively. bp Joint Venture On April 13, 2021, the Company entered into an agreement (the “bp JV Agreement”) with BP Products North America, Inc. (“bp”) that created a 50-50 joint venture (the “bpJV”) to develop, own and operate new ADG RNG production facilities in the 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 have been used to develop ADG RNG projects and to fund bpJV’s working capital needs. As of June 30, 2024, the Company and bp each own 50% of the bpJV, and all of the RNG produced from projects developed and owned by the bpJV will be available to the Company for sale as vehicle fuel pursuant to the Company’s marketing agreement with bp. The Company accounts for its interest in the bpJV using the equity method of accounting because the Company does not control but has the ability to exercise significant influence over the bpJV’s operations. The Company recorded a loss of $0.2 million and $3.1 million from this investment in the three months ended June 30, 2023 and 2024, respectively, and a loss of $0.6 million and $5.9 million from this investment in the six months ended June 30, 2023 and 2024, respectively. The Company had an investment balance in the bpJV of $220.3 million and $214.4 million as of December 31, 2023 and June 30, 2024, respectively. Maas Energy Works, LLC Joint Development On May 8, 2024, the Company entered into a joint development agreement (the “Maas JDA”) with Maas Energy Works, LLC (“Maas”), granting the Company exclusive right to acquire, fund and participate in the development of certain ADG RNG production projects at dairy farms subject to its due diligence. Pursuant to the Maas JDA, the Company will provide financing to fund the development, construction, operation and maintenance of approved ADG RNG production projects, and Maas will manage and oversee the development, construction, operations and maintenance of such approved projects. The Company contemplates investing up to $132.0 million of equity capital in production projects in connection with the Maas joint development. Any RNG produced from projects developed and constructed in connection with the Maas joint development will be available to the Company for sale as vehicle fuel. Pursuant to the Maas JDA, each approved ADG RNG production project will be formed as a separate, special purpose project limited liability company that will be wholly-owned by a holding company (collectively, the “Project LLC”), which is jointly controlled by Maas and the Company. The Company accounts for its interest in the Project LLC using the equity method of accounting because it has the ability to exercise significant influence but does not control the Project LLC’s operations. No income or loss was recorded from the Project LLC’s operations in the three and six months ended June 30, 2023 and 2024. Subsequent to June 30, 2024, the Project LLC issued a capital call in the amount of $2.0 million, which was contributed by the Company in July 2024. Proceeds of the capital call will be used to develop and construct ADG RNG projects. The Company had an investment balance of $0.0 million and $1.1 million as of December 31, 2023 and June 30, 2024, respectively. SAFE&CEC S.r.l. On November 26, 2017, the Company, through its former subsidiary, IMW Industries Ltd. (formerly known as Clean Energy Compression Corp.) (“CEC”), entered into an investment agreement with Landi Renzo S.p.A. (“LR”), an alternative fuels company based in Italy. Pursuant to the investment agreement, the Company and LR agreed to combine their respective natural gas compressor fueling systems manufacturing subsidiaries, CEC and SAFE S.p.A, into a new company, SAFE&CEC S.r.l. (such combination transaction is referred to as the “CEC Combination”). SAFE&CEC S.r.l. is focused on manufacturing, selling and servicing natural gas fueling compressors and related equipment for the global natural gas fueling market. At the closing of the CEC Combination on December 29, 2017, the Company owned 49% of SAFE&CEC S.r.l., and LR owned 51% of SAFE&CEC S.r.l. The Company accounts for its interest in SAFE&CEC S.r.l. using the equity method of accounting because the Company does not control but has the ability to exercise significant influence over SAFE&CEC S.r.l.’s operations. The Company recorded a gain of $0.2 million and a loss of $0.8 million in the three months ended June 30, 2023 and 2024, respectively, and a loss of $0.3 million and $1.9 million in the six months ended June 30, 2023 and 2024, respectively. The Company had an investment balance in SAFE&CEC S.r.l. of $21.2 million and $18.2 million as of December 31, 2023 and June 30, 2024, respectively. NG Advantage On October 14, 2014, the Company entered into a Common Unit Purchase Agreement (“UPA”) with NG Advantage, LLC (“NG Advantage”) for a 53.3% controlling interest in NG Advantage. Subsequently, the Company’s controlling interest increased in connection with various equity and financing arrangements with NG Advantage. As of June 30, 2024, the Company’s controlling interest in NG Advantage was 93.3%. NG Advantage is engaged in the business of transporting CNG in high-capacity trailers to industrial and institutional energy users, such as hospitals, food processors, manufacturers and paper mills that do not have direct access to natural gas pipelines. The Company recorded a loss attributable to the noncontrolling interest in NG Advantage of $0.2 million in the three months ended June 30, 2023 and 2024, and a loss attributable to the noncontrolling interest in NG Advantage of $0.3 million in the six months ended June 30, 2023 and 2024. The carrying value of the noncontrolling interest was $6.9 million and $6.5 million as of December 31, 2023 and June 30, 2024, 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, 2023 and June 30, 2024, the Company had an investment balance recorded at cost of $8.0 million and $8.1 million, respectively. The Company did not recognize any adjustments to the recorded cost basis in the three and six months ended June 30, 2023 and 2024. |
Cash, Cash Equivalents and Rest
Cash, Cash Equivalents and Restricted Cash | 6 Months Ended |
Jun. 30, 2024 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | Note 4—Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash as of December 31, 2023 and June 30, 2024 consisted of the following (in thousands): December 31, June 30, 2023 2024 Current assets: Cash and cash equivalents $ 104,944 $ 123,092 Restricted cash - standby letter of credit 2,019 2,050 Total cash, cash equivalents and current portion of restricted cash $ 106,963 $ 125,142 Total cash, cash equivalents and restricted cash $ 106,963 $ 125,142 The Company considers all highly liquid investments with maturities of three months or less on the date of acquisition to be cash equivalents. The Company places its cash and cash equivalents with high credit quality financial institutions. At times, such balances may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) and Canadian Deposit Insurance Corporation (“CDIC”) limits. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. The amounts in excess of FDIC and CDIC limits were approximately $105.6 million and $124.1 million as of December 31, 2023 and June 30, 2024, respectively. The Company classifies restricted cash as short-term and a current asset if the cash is expected to be used in operations within a year or to acquire a current asset. Otherwise, the restricted cash is classified as long-term. The Company deposited $2.0 million, in the form of a certificate of deposit, at PlainsCapital Bank as collateral for the standby letter of credit issued to Chevron Products Company, a division of Chevron U.S.A. Inc., in connection with the Company’s Adopt-A-Port program. The $2.0 million certificate of deposit is classified as short-term restricted cash and a current asset and is included in “Cash, cash equivalents and current portion of restricted cash” in the accompanying condensed consolidated balance sheets as of December 31, 2023 and June 30, 2024. |
Short-Term Investments
Short-Term Investments | 6 Months Ended |
Jun. 30, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-Term Investments | Note 5—Short-Term Investments Short-term investments include available-for-sale debt securities, excluded from cash equivalents, that have maturities of one year or less on the date of acquisition and certificates of deposit. Available-for-sale debt securities are carried at fair value, inclusive of unrealized gains and losses. Unrealized gains and losses on available-for-sale debt securities are recognized in other comprehensive income (loss), net of applicable income taxes. Gains or losses on sales of available-for-sale debt securities are recognized on the specific identification basis. The Company reviews available-for-sale debt securities for declines in fair value below their cost basis each quarter and whenever events or changes in circumstances indicate that the cost basis of an asset may not be recoverable and evaluates the current expected credit loss. This evaluation is based on a number of factors, including historical experience, market data, issuer-specific factors, economic conditions, and any changes to the credit rating of the security. As of June 30, 2024, the Company has not recorded a credit loss related to available-for-sale debt securities and believes the carrying values of its available-for-sale debt securities are properly recorded. Short-term investments as of December 31, 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 Short-term investments as of June 30, 2024 consisted of the following (in thousands): Gross Amortized Unrealized Estimated Cost Gain (Loss) Fair Value U.S. government securities $ 125,671 $ — $ 125,671 Certificates of deposit 541 — 541 Total short-term investments $ 126,212 $ — $ 126,212 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 6 Months Ended |
Jun. 30, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Note 6—Derivative Instruments and Hedging Activities In October 2018, the Company executed two commodity swap contracts with TotalEnergies Gas & Power North America, an affiliate of TotalEnergies, for a total of 5.0 million diesel gallons annually from April 1, 2019 to June 30, 2024. These commodity swap contracts are used to manage diesel price fluctuation risks related to the natural gas fuel supply commitments the Company makes in its fueling agreements with fleet operators who participate in the Company’s truck financing program. These contracts are not designated as accounting hedges and as a result, changes in the fair value of these derivative instruments are recognized in “Product revenue” in the accompanying condensed consolidated statements of operations. The Company has entered into fueling agreements with fleet operators under the Company’s truck financing program. Certain of these fueling agreements contain a pricing feature indexed to diesel, which the Company determined to be an embedded derivative and is recorded at fair value at the time of execution, with the changes in fair value of the embedded derivative recognized in “Product revenue” in the accompanying condensed consolidated statements of operations. 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 Embedded derivatives as of June 30, 2024 consisted of the following (in thousands): Gross Amounts Gross Amounts Net Amount Recognized Offset Presented Assets: Fueling agreements: Prepaid expenses and other current assets $ 2,656 $ — $ 2,656 Notes receivable and other long-term assets, net 1,780 — 1,780 Total derivative assets $ 4,436 $ — $ 4,436 As of December 31, 2023, the Company had a total volume on open commodity swap contracts of 1.9 million at a weighted-average price of approximately $3.18 per gallon. As of June 30, 2024, the Company’s commodity swap contracts had expired, and there was no volume on commodity swap contracts. The following table reflects the weighted-average price of open commodity swap contracts as of December 31, 2023 and June 30, 2024, by year with associated volumes: December 31, 2023 June 30, 2024 Volumes Weighted-Average Price per Volumes Weighted-Average Price per Year (Diesel Gallons) Diesel Gallon (Diesel Gallons) Diesel Gallon 2024 1,875,000 $ 3.18 — $ — |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7—Fair Value Measurements The Company follows the authoritative guidance for fair value measurements with respect to assets and liabilities that are measured at fair value on a recurring basis and non-recurring basis. Under the standard, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as of the measurement date. The standard also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs developed based on market data obtained from sources independent of the Company that market participants would use in valuing the asset or liability. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The hierarchy consists of the following three levels: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly; and Level 3 inputs are unobservable inputs for the asset or liability. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company’s U.S. government issued debt securities are classified within Level 1 because they are valued using the most recent quoted prices for identical assets in active markets. Certificate of deposits is classified within Level 2 because it is valued using the most recent quoted prices for identical assets in markets that are not active and quoted prices for similar assets in active markets. The Company used the income approach to value its outstanding commodity swap contracts and embedded derivatives in its fueling agreements under the Company’s truck financing program (see Note 6). Under the income approach, the Company used a discounted cash flow (“DCF”) model in which cash flows anticipated over the term of the contracts are discounted to their present value using an expected discount rate. The discount rate used for cash flows reflects the specific risks in spot and forward rates and credit valuation adjustments. This valuation approach is considered a Level 3 fair value measurement. The significant unobservable inputs used in the fair value measurement of the Company’s derivative instruments are Ultra-Low Sulfur Diesel (“ULSD”) forward prices and differentials from ULSD to Petroleum Administration for Defense District (“PADD”) regions. Significant increases (decreases) in any of those inputs in isolation would result in a significantly (lower) higher fair value measurement. Generally, a change in the ULSD forward prices is accompanied by a directionally opposite but less extreme change in the ULSD-PADD differential. The Company estimated the fair value of its outstanding commodity swap contracts based on the following inputs as of December 31, 2023: December 31, 2023 Significant Unobservable Inputs Input Range Weighted Average ULSD Gulf Coast Forward Curve $1.97 - $2.27 $ 2.15 Historical Differential to PADD 3 Diesel $0.92 - $1.62 $ 1.16 Historical Differential to PADD 5 Diesel $1.89 - $3.16 $ 2.48 The Company estimated the fair value of embedded derivatives in its fueling agreements under the Company’s truck financing program based on the following inputs as of December 31, 2023 and June 30, 2024: December 31, 2023 June 30, 2024 Significant Unobservable Inputs Input Range Weighted Average Input Range Weighted Average ULSD Gulf Coast Forward Curve $1.97 - $2.27 $ 2.15 $ 2.25 - $ 2.42 $ 2.34 Historical Differential to PADD 3 Diesel $0.92 - $1.62 $ 1.16 $ 0.93 - $ 1.62 $ 1.17 Historical Differential to PADD 5 Diesel $1.89 - $3.16 $ 2.48 $ 1.98 - $ 3.16 $ 2.56 Convertible Promissory Notes In connection with the Company’s loan commitments (see Note 17) to Rimere, an equity method investee, the Company acquired convertible promissory notes with aggregate principal balances equaling the total amount of drawdowns on the loan commitments. In addition, in May 2024, the Company invested in a convertible promissory note with a principal balance of $2.0 million issued by Bridge to Renewables, Inc. (“BTR”). These convertible promissory notes are classified as available-for-sale and are 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 notes are discounted to their present value using an expected discount rate. The discount rate used reflected the interest rates offered on loans of similar term 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 notes from Rimere as of December 31, 2023 and June 30, 2024: Significant Unobservable Inputs December 31, 2023 June 30, 2024 Risk-free interest rate 5.39% 5.33% Credit adjustment 5.31% 7.32% Credit adjusted discount rate 10.70% 12.65% The following table provides quantitative information about the significant inputs used to estimate the fair value of the convertible promissory note from BTR as of June 30, 2024: Significant Unobservable Inputs June 30, 2024 Risk-free interest rate 5.16% Credit adjustment 11.34% Credit adjusted discount rate 16.50% The above significant unobservable inputs are subject to change based on changes in economic and market conditions. The use of significant unobservable inputs creates uncertainty in the measurement of fair value as of the reporting date. Significant increase or decrease in any of the inputs in isolation would result in a significantly lower or higher fair value measurement. Generally, a change in market interest rates is accompanied by a directionally opposite change in the estimated fair value of fixed-rate debt securities. The Company records changes in the fair value of available-for-sale debt securities in “Unrealized gain (loss) on available-for-sale securities” within other comprehensive income (loss) in the accompanying condensed consolidated statements of comprehensive loss. There were no transfers of assets or liabilities between Level 1, Level 2, and Level 3 of the fair value hierarchy as of December 31, 2023 or June 30, 2024. 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, 2023 and June 30, 2024 (in thousands): 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 notes (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 June 30, 2024 Level 1 Level 2 Level 3 Assets: Available-for-sale securities: U.S. government securities (1) $ 125,671 $ 125,671 $ — $ — Convertible promissory notes (4) 5,460 — — 5,460 Certificates of deposit (1) 541 — 541 — Embedded derivatives (3) $ 4,436 $ — $ — $ 4,436 (1) Included in “Short-term investments” in the accompanying condensed consolidated balance sheets. See Note 5 for more information. (2) Included in “Derivative liabilities, related party” as of December 31, 2023 in the accompanying condensed consolidated balance sheets. See Note 6 for more information. (3) Included in “Prepaid expenses and other current assets” and “Notes receivable and other long-term assets, net” as of December 31, 2023 and June 30, 2024 in the accompanying condensed consolidated balance sheets. See Note 6 for more information. (4) Included in “Other receivables” as of December 31, 2023 and June 30, 2024 in the accompanying condensed consolidated balance sheets. The following table provides a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis as shown in the tables above that used significant unobservable inputs (Level 3), as well as the change in unrealized gains or losses for the periods included in earnings or other comprehensive income (loss) (in thousands): Assets: Assets: Assets: Liabilities: Liabilities: Commodity Embedded Convertible Commodity Embedded Swap Contracts Derivatives Promissory Note Swap Contracts Derivatives Balance as of March 31, 2023 $ — $ 4,949 $ 3,048 $ (3,875) $ (696) Settlements, net — — — 1,441 — Total gain (loss) — 1,888 889 (345) 616 Purchases — — 1,268 — — Equity method investment loss (1) — — (910) — — Balance as of June 30, 2023 $ — $ 6,837 $ 4,295 $ (2,779) $ (80) Balance as of March 31, 2024 $ — $ 5,252 $ 4,744 $ (877) $ — Settlements, net — — — 873 — Total gain (loss) — (816) — 4 — Purchases — — 2,072 — — Equity method investment loss (1) — — (1,356) — — Balance as of June 30, 2024 $ — $ 4,436 $ 5,460 $ — $ — Change in unrealized gain (loss) for the three months ended June 30, 2023 included in earnings $ — $ 1,888 $ — $ 1,096 $ 616 Change in unrealized gain (loss) for the three months ended June 30, 2024 included in earnings $ — $ (816) $ — $ 877 $ — Change in unrealized gain (loss) for the three months ended June 30, 2023 included in other comprehensive income (loss) $ — $ — $ 889 $ — $ — Change in unrealized gain (loss) for the three months ended June 30, 2024 included in other comprehensive income (loss) $ — $ — $ — $ — $ — Assets: Assets: Assets: Liabilities: Liabilities: Commodity Embedded Convertible Commodity Embedded Swap Contracts Derivatives Promissory Notes Swap Contracts Derivatives Balance as of December 31, 2022 $ — $ 6,755 $ 1,880 $ (3,845) $ — Settlements, net (1,424) — — 2,456 — Total gain (loss) 1,424 82 1,105 (1,390) (80) Purchases — — 2,478 — — Equity method investment loss (1) — — (1,168) — — Balance as of June 30, 2023 $ — $ 6,837 $ 4,295 $ (2,779) $ (80) Balance as of December 31, 2023 $ — $ 4,628 $ 2,330 $ (1,875) $ — Settlements, net — — — 2,366 — Total gain (loss) — (192) (53) (491) — Purchases — — 5,727 — — Equity method investment loss (1) — — (2,544) — — Balance as of June 30, 2024 $ — $ 4,436 $ 5,460 $ — $ — Change in unrealized gain (loss) for the six months ended June 30, 2023 included in earnings $ — $ 82 $ — $ 1,066 $ (80) Change in unrealized gain (loss) for the six months ended June 30, 2024 included in earnings $ — $ (192) $ — $ 1,875 $ — Change in unrealized gain (loss) for the six months ended June 30, 2023 included in other comprehensive income (loss) $ — $ — $ 1,105 $ — $ — Change in unrealized gain (loss) for the six months ended June 30, 2024 included in other comprehensive income (loss) $ — $ — $ (53) $ — $ — (1) Represents the Company’s proportionate share of Rimere’s losses. These losses are recorded as adjustments to the carrying value of the convertible promissory notes because the Company’s equity investment in Rimere had been reduced to zero. 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. 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 Debt instruments as of June 30, 2024 consisted of the following (in thousands): Net Carrying Estimated Amounts Fair Value Stonepeak Term Loan $ 262,734 $ 243,848 Other Debt 221 221 Total Debt $ 262,955 $ 244,069 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 | 6 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
Other Receivables | Note 8—Other Receivables Other receivables as of December 31, 2023 and June 30, 2024 consisted of the following (in thousands): December 31, June 30, 2023 2024 Loans to customers to finance vehicle purchases $ 194 $ 78 Accrued customer billings 5,566 4,886 Fuel tax credits 8,876 12,685 Other 5,134 7,392 Total other receivables $ 19,770 $ 25,041 |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 9—Inventory Inventory consists of raw materials and spare parts, work in process and finished goods and is stated at the lower of cost (first-in, first-out) or net realizable value. The Company evaluates inventory balances for excess quantities and obsolescence by analyzing estimated demand, inventory on hand, sales levels and other information and reduces inventory balances to net realizable value for excess and obsolete inventory based on this analysis. Inventory as of December 31, 2023 and June 30, 2024 consisted of the following (in thousands): December 31, June 30, 2023 2024 Raw materials and spare parts $ 45,335 $ 49,406 Total inventory $ 45,335 $ 49,406 |
Land, Property and Equipment
Land, Property and Equipment | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Land, Property and Equipment | Note 10—Land, Property and Equipment Land, property and equipment, net as of December 31, 2023 and June 30, 2024 consisted of the following (in thousands): December 31, June 30, 2023 2024 Land $ 7,397 $ 10,331 LNG liquefaction plants 96,786 96,786 Station equipment 418,647 459,748 Trailers 70,542 71,070 Other equipment 105,137 103,800 Construction in progress 125,389 112,203 823,898 853,938 Less accumulated depreciation (492,140) (513,660) Total land, property and equipment, net $ 331,758 $ 340,278 Included in “Land, property and equipment, net” are capitalized software costs of $36.8 million and $37.3 million as of December 31, 2023 and June 30, 2024, respectively. Accumulated amortization of the capitalized software costs are $34.0 million and $34.9 million as of December 31, 2023 and June 30, 2024, respectively. The Company recorded amortization expense related to capitalized software costs of $0.5 million in each of the three months ended June 30, 2023 and 2024 and $0.9 million in each of the six months ended June 30, 2023 and 2024. As of December 31, 2023 and June 30, 2024, $10.2 million and $4.4 million, respectively, are included in “Accounts payable” and “Accrued liabilities” in the accompanying condensed consolidated balance sheets, representing amounts related to purchases of property and equipment. These amounts are excluded from the accompanying condensed consolidated statements of cash flows as they are non-cash investing activities. |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Note 11—Accrued Liabilities Accrued liabilities as of December 31, 2023 and June 30, 2024 consisted of the following (in thousands): December 31, June 30, 2023 2024 Accrued alternative fuels incentives (1) $ 41,609 $ 43,488 Accrued employee benefits 5,315 4,996 Accrued gas and equipment purchases 17,485 11,423 Accrued interest 1,451 1,610 Accrued property and other taxes 4,502 8,428 Accrued salaries and wages 8,697 6,276 Other (2) 12,475 14,937 Total accrued liabilities $ 91,534 $ 91,158 (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 | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Note 12—Debt Debt obligations as of December 31, 2023 and June 30, 2024 consisted of the following (in thousands): 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 June 30, 2024 Unamortized Debt Balance, Net of Principal Balance Financing Costs Financing Costs Stonepeak Term Loan $ 300,000 $ 37,266 $ 262,734 Other debt 221 — 221 Total debt 300,221 37,266 262,955 Less amounts due within one year (43) — (43) Total long-term debt $ 300,178 $ 37,266 $ 262,912 Stonepeak Credit Agreement On December 12, 2023 (the “Stonepeak Closing Date”), the Company entered into a senior secured first lien term loan credit agreement (as amended, supplemented or otherwise modified, the “Stonepeak Credit Agreement”) with Clean Energy, a wholly-owned direct subsidiary of the Company, as borrower (the “Borrower”), the Company, as parent guarantor, a syndicate of lenders and Alter Domus Products Corp., as administrative agent and collateral agent. 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 Borrower 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 Borrower 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 Borrower, 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 Borrower is obligated to pay other customary facility fees for credit facilities of a similar size and type. The Borrower 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 Borrower 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 Alter Domus Products Corp., as collateral agent (in such capacity, the “Agent”) for the ratable benefit of the lenders. Pursuant to the Security Agreement, the Company and certain of the Company’s subsidiaries guaranteed the Borrower’s obligation owing to the lenders and the Borrower, the Company and such subsidiary guarantors granted the Agent a security interest in substantially all of their personal property 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 and the Borrower 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, the Borrower’s and their subsidiaries’ 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 15). 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, consisting 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. Other Debt In May 2023, the Company entered into a sale and leaseback arrangement and received $0.3 million pursuant to the arrangement. The transaction did not qualify for sale and leaseback accounting due to a fixed price repurchase option that is not at fair value. As a result, the transaction was recorded under the financing method in which the assets remained on the accompanying condensed consolidated balance sheets, and the proceeds from the transaction were recorded as a financing liability. The sale and leaseback arrangement has a term of five years with interest and principal payable in 60 monthly installments at an annual effective rate of 13.49%. As of December 31, 2023 and June 30, 2024, the Company had other outstanding debt bearing interest at 13.49%. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 13—Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (loss) attributable to Clean Energy Fuels Corp. by the weighted-average number of common shares outstanding and common shares issuable for little or no cash consideration during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to Clean Energy Fuels Corp. by the weighted-average number of common shares outstanding and common shares issuable for little or no cash consideration during the period and potentially dilutive securities outstanding during the period, and therefore reflects the dilution from common shares that may be issued upon exercise or conversion of these potentially dilutive securities, such as stock options, warrants, convertible notes and restricted stock units. The dilutive effect of stock options and warrants is computed under the treasury stock method. The dilutive effect of convertible notes and restricted stock units is computed under the if-converted method. Potentially dilutive securities are excluded from the computations of diluted net income (loss) per share if their effect would be antidilutive. The following table sets forth the computations of basic and diluted earnings (loss) per share for the three and six months ended June 30, 2023 and 2024 (in thousands except share and per share amounts): Three Months Ended Six Months Ended June 30, June 30, 2023 2024 2023 2024 Net loss attributable to Clean Energy Fuels Corp. $ (16,301) $ (16,293) $ (54,998) $ (34,736) Weighted-average common shares outstanding 222,908,402 223,289,936 222,813,286 223,250,123 Dilutive effect of potential common shares from restricted stock units, stock options and stock warrants — — — — Weighted-average common shares outstanding - diluted 222,908,402 223,289,936 222,813,286 223,250,123 Basic and diluted loss per share $ (0.07) $ (0.07) $ (0.25) $ (0.16) The following potentially dilutive securities have been excluded from the diluted net loss per share calculations because their effect would have been antidilutive. Although these securities were antidilutive for these periods, they could be dilutive in future periods. Three Months Ended Six Months Ended June 30, June 30, 2023 2024 2023 2024 Stock options 18,154,864 20,430,347 18,154,864 20,430,347 Stonepeak warrant shares — 20,017,040 — 20,017,040 Restricted stock units 367,145 1,955,950 367,145 1,955,950 Amazon warrant shares 58,767,714 58,767,714 58,767,714 58,767,714 Total 77,289,723 101,171,051 77,289,723 101,171,051 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Note 14—Stock-Based Compensation The following table summarizes the compensation expense and related income tax benefit related to the Company’s stock-based compensation arrangements recognized in the accompanying condensed consolidated statements of operations during the three and six months ended June 30, 2023 and 2024 (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2023 2024 2023 2024 Stock-based compensation expense, net of $0 tax in 2023 and 2024 $ 6,093 $ 2,862 $ 12,189 $ 5,491 As of June 30, 2024, there was $17.6 million of total unrecognized compensation costs related to unvested shares subject to outstanding service-based stock options and restricted stock units. Unrecognized compensation costs associated with these stock-based awards are expected to be expensed over a weighted-average period of approximately 2.0 years. As of June 30, 2024, total unrecognized compensation costs related to unvested shares subject to outstanding performance-based stock options were $3.8 million. Amazon Warrant On April 16, 2021, the Company entered into a Project Addendum to Fuel Pricing Agreement (the “Fuel Agreement”) with Amazon Logistics, Inc., a subsidiary of Amazon.com, Inc. (“Amazon”), and a Transaction Agreement with Amazon (the “Transaction Agreement”), pursuant to which, among other things, the Company issued to Amazon.com NV Investment Holdings LLC, a subsidiary of Amazon (“Amazon Holdings”), a warrant to purchase up to an aggregate of 53,141,755 shares (the “Warrant Shares”) of the Company’s common stock at an exercise price of $13.49 per share. As a result of the issuance of additional shares of common stock under the Company’s at-the-market offering programs in 2021 and in accordance with the terms of the warrant, on June 14, 2021, the number of shares of the Company’s common stock that may be purchased pursuant to the warrant, at an exercise price of $13.49 per share, increased by an aggregate of 5,625,959 shares (the “Additional Warrant Shares”). The Warrant Shares and the Additional Warrant Shares shall vest in multiple tranches, certain of which vested immediately upon execution of the Fuel Agreement. Subsequent tranches will vest over time based on fuel purchases by Amazon and its affiliates, up to a total of $500.0 million, excluding any payments attributable to “Pass Through Costs,” which consist of all costs associated with the delivered cost of gas and applicable taxes determined by reference to the selling price of gallons or gas sold. The right to exercise the warrants and to receive the Warrant Shares and Additional Warrant Shares (the “Amazon Warrant”) that have vested expires on April 16, 2031. Non-cash stock-based sales incentive contra-revenue charges (“Amazon Warrant Charges”) associated with the Amazon Warrant are recognized as Amazon and its affiliates purchase fuel and vesting conditions become probable of being achieved, based on the grant date fair value of the Amazon Warrant. The following table summarizes the Amazon Warrant activities for the six months ended June 30, 2024: Warrant Shares Outstanding and unvested as of December 31, 2023 37,613,035 Granted — Vested (3,526,224) Outstanding and unvested as of June 30, 2024 34,086,811 3,526,224 shares of the Amazon Warrant vested in the six months ended June 30, 2024 based on fuel purchases made by Amazon and its affiliates. The Company recognized Amazon Warrant Charges of $13.9 million and $14.1 million in the three months ended June 30, 2023 and 2024, respectively, and $27.7 million and $27.0 million in the six months ended June 30, 2023 and 2024, respectively, relating to customer fuel purchases. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 15—Stockholders’ Equity Authorized Shares Share Repurchase Program On March 12, 2020, the Company’s Board of Directors approved a share repurchase program of up to $30.0 million (exclusive of fees and commissions) of the Company’s outstanding common stock (the “Repurchase Program”). On December 7, 2021, the Company’s Board of Directors approved an increase in the aggregate purchase amount under the Repurchase Program from $30.0 million to $50.0 million (exclusive of fees and commissions). The Repurchase Program does not have an expiration date, and it may be suspended or discontinued at any time. As of June 30, 2024, 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. Stonepeak Warrant In connection with the Stonepeak Credit Agreement and 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 year term, and the right to exercise the warrants expires on June 15, 2032. The Stonepeak Warrant contains a “cashless exercise” feature that allows the holder(s) to exercise the warrants without a cash payment to the Company pursuant to the terms set forth in the Warrant Agreement. The number of shares of the 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. 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.” This amount was excluded from the condensed consolidated statements of cash flows because it was a non-cash financing activity. In accordance with the terms of the Warrant Agreement, due to issuance of additional shares of common stock under the Company’s equity incentive plans in the six months ended June 30, 2024, the number of shares of the Company’s common stock that may be purchased pursuant to the Stonepeak Warrant increased by 17,040 shares, consisting of 8,520 shares at an exercise price of $5.50 per share and 8,520 shares at an exercise price of $6.50 per share. The following table summarizes the Stonepeak Warrant activities for the six months ended June 30, 2024: Warrant Shares Outstanding and unexercised as of December 31, 2023 20,000,000 Granted 17,040 Exercised — Outstanding and unexercised as of June 30, 2024 20,017,040 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 16—Income Taxes The provision for income taxes for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, the Company updates the estimate of the annual effective tax rate, and if the estimated tax rate changes, a cumulative adjustment is recorded. The Company recorded an income tax benefit of $0.1 million and income tax expense of $0.8 million in the three months ended June 30, 2023 and 2024, respectively. The Company recorded an income tax benefit of $0.1 million and income tax expense of $0.6 million in the six months ended June 30, 2023 and 2024, respectively. Income tax benefit and/or expense in each period is related to the Company’s U.S. and foreign operations. The effective tax rates for the three and six months ended June 30, 2023 and 2024 are different from the federal statutory tax rate primarily due to losses for which no tax benefit has been recognized. The Company increased its unrecognized tax benefits in the six months ended June 30, 2024 by $2.7 million. This increase is primarily attributable to the portion of AFTC revenue recognized in the period attributed to the federal fuel tax the Company collected from its customers and deductions attributed to the unvested Amazon Warrant during the six months ended June 30, 2024. The net interest incurred was immaterial for the six months ended June 30, 2023 and 2024. 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 in or will invest in. 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 apprenticeship 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 six months ended June 30, 2024, the Company’s RNG equity method investee transferred the investment tax credits on one of the two RNG projects that were placed in service in 2023 and received $9.3 million of total cash proceeds. The Company’s RNG equity method investee is in the process of transferring the tax credit of the other RNG project. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 17—Commitments and Contingencies Environmental Matters The Company is subject to federal, state, local and foreign environmental laws and regulations. The Company does not anticipate any expenditures to comply with such laws and regulations that would have a material effect on the Company’s consolidated financial position, results of operations or liquidity. The Company believes that its operations comply, in all material respects, with applicable federal, state, local and foreign environmental laws and regulations. Litigation, Claims and Contingencies The Company may become party to various legal actions that arise in the ordinary course of its business. The Company is also subject to audit by tax and other authorities for varying periods in various federal, state, local and foreign jurisdictions, and disputes may arise during the course of these audits. It is impossible to determine the ultimate liabilities that the Company may incur resulting from any of these lawsuits, claims, proceedings, audits, commitments, contingencies and related matters or the timing of these liabilities, if any. If these matters were to ultimately be resolved unfavorably, it is possible that such an outcome could have a material adverse effect upon the Company’s consolidated financial position, results of operations, or liquidity. The Company does not, however, anticipate such an outcome and believes the ultimate resolution of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity. Long-Term Take-or-Pay Natural Gas Purchase Contracts The Company has entered into quarterly fixed price natural gas purchase contracts with take-or-pay commitments extending through March 2025. As of June 30, 2024, the fixed commitments under these contracts totaled approximately $1.3 million for the remainder of the year ending December 31, 2024 and $1.5 million for the year ending December 31, 2025. Rimere Loan Commitment In November 2022, the Company entered into a note purchase agreement (the “2022 Note Purchase Agreement”) with Rimere. Pursuant to the 2022 Note Purchase Agreement, the Company irrevocably committed to make available up to $5.5 million in delayed draw loans in exchange for convertible promissory notes issued by Rimere. The convertible promissory notes carry an interest rate of 7% per annum, compounded quarterly, and mature in May 2024, subject to certain, specified prepayment clauses. Funding from the loan commitment was used to meet Rimere’s working capital requirements, and, by the end of the third quarter of 2023, the Company had fully funded the $5.5 million loan commitment. In January 2024, the 2022 Note Purchase Agreement was amended, extending the maturity date to the end of December 2024. Concurrently, through a separately executed note purchase agreement, dated January 8, 2024 (the “2024 Note Purchase Agreement”), the Company agreed to make available up to $10.0 million in additional delayed draw loans to fund Rimere’s working capital needs. In connection with the $10.0 million loan commitment, the related convertible promissory notes issued by Rimere bear interest at 8% per annum, compounded quarterly, and have a maturity date of December 31, 2024, subject to certain, specified prepayment and event of default clauses set forth in the 2024 Note Purchase Agreement. As of June 30, 2024, $3.5 million has been funded by the Company pursuant to the 2024 Note Purchase Agreement. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Leases | |
Leases | Note 18—Leases Lessor Accounting The Company leases fueling station equipment to customers pursuant to agreements that contain an option to extend and an end-of-term purchase option. Receivables from these leases are accounted for as finance leases, specifically sales-type leases, and are included in “Other receivables” and “Notes receivable and other long-term assets, net” in the accompanying condensed consolidated balance sheets. The Company recognizes the net investment in the lease as the sum of the lease receivable and the unguaranteed residual value, both of which are measured at the present value using the interest rate implicit in the lease. During each of the three months ended June 30, 2023 and 2024, the Company recognized $0.1 million in “Interest income” on its lease receivables. During each of the six months ended June 30, 2023 and 2024, the Company recognized $0.2 million in “Interest income” on its lease receivables. The following schedule represents the Company’s maturities of lease receivables as of June 30, 2024 (in thousands): Fiscal Year: Remainder of 2024 $ 481 2025 962 2026 985 2027 1,105 2028 515 Thereafter 703 Total minimum lease payments 4,751 Less amount representing interest (925) Present value of lease receivables $ 3,826 |
Alternative Fuels Excise Tax Cr
Alternative Fuels Excise Tax Credit | 6 Months Ended |
Jun. 30, 2024 | |
Volumetric Excise Tax Credit Disclosure [Abstract] | |
Alternative Fuels Excise Tax Credit | Note 19—Alternative Fuel Excise Tax Credit Under separate pieces of U.S. federal legislation, the Company was eligible to receive AFTC for its natural gas vehicle fuel sales made between October 1, 2006 and December 31, 2021. In August 2022, the IRA was enacted, extending AFTC for an additional three years through December 31, 2024, beginning retroactively to January 1, 2022. The AFTC incentive in the extension period under the IRA is equal to $0.50 per gasoline gallon equivalent of CNG and $0.50 per diesel gallon of LNG that the Company sells as vehicle fuel. Based on the service relationship with its customers, either the Company or its customers claim the credit. The Company records its AFTC, if any, as revenue in its condensed consolidated statements of operations because the credits are fully payable to the Company and do not offset income tax liabilities. As such, the credits are not deemed income tax credits under the accounting guidance applicable to income taxes. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 20—Related Party Transactions TotalEnergies S.E. In the six months ended June 30, 2023, the Company recognized revenue of $1.4 million relating to RINs and LNG sold to TotalEnergies and its affiliates in the ordinary course of business, equipment lease revenue, AFTCs, and settlements on commodity swap contracts (Note 6). Revenue recognized in the three months ended June 30, 2023 was immaterial. No revenue from TotalEnergies was recognized in the three and six months ended June 30, 2024. Outstanding receivables due from TotalEnergies were immaterial as of December 31, 2023 and June 30, 2024. In the three and six months ended June 30, 2023, the Company paid TotalEnergies $1.8 million and $2.5 million, respectively, for expenses incurred in the ordinary course of business and for settlements on commodity swap contracts (Note 6). In the three and six months ended June 30, 2024, the Company paid TotalEnergies $1.6 million and $3.2 million, respectively, for expenses incurred in the ordinary course of business and for settlements on commodity swap contracts (Note 6). Outstanding payables due to TotalEnergies were immaterial as of June 30, 2024 and December 31, 2023. SAFE&CEC S.r.l. In the three and six months ended June 30, 2023, the Company received $0.1 million and $0.3 million, respectively, from SAFE&CEC S.r.l. in the ordinary course of business. Cash receipts from SAFE&CEC S.r.l. were immaterial in the three and six months ended June 30, 2024. As of December 31, 2023 and June 30, 2024, the Company had receivables due from SAFE&CEC S.r.l. of $0.3 million and $0.5 million, respectively. In the three and six months ended June 30, 2023, the Company paid SAFE&CEC S.r.l. $6.2 million and $9.2 million, respectively, for parts and equipment in the ordinary course of business. In the three months ended June 30, 2024, cash payments to SAFE&CEC S.r.l. were immaterial. In the six months ended June 30, 2024, the Company paid SAFE&CEC S.r.l. $2.5 million for parts and equipment in the ordinary course of business. As of December 31, 2023 and June 30, 2024, the Company had payables due to SAFE&CEC S.r.l. of $8.1 million and $3.4 million, respectively. TotalEnergies Joint Venture(s) and bpJV Pursuant to the contractual agreements of the TotalEnergies joint venture(s) and bpJV, the Company manages day-to-day operations of RNG projects in the joint ventures in exchange for an O&M fee and management fee. In the three and six months ended June 30, 2023, the Company recognized total management and O&M fee revenue of $0.5 million and $0.9 million, respectively. In the three and six months ended June 30, 2024, the Company recognized total management and O&M fee revenue of $0.8 million and $1.6 million, respectively. As of December 31, 2023 and June 30, 2024, the Company had management and O&M fee receivables due from the joint ventures with TotalEnergies and bp of $0.3 million and $0.7 million, respectively. In the three and six months ended June 30, 2023, the Company paid $0.8 million and $1.2 million, respectively, on behalf of the joint ventures for expenses incurred in the ordinary course of business. In the six months ended June 30, 2024, the Company paid $0.1 million on behalf of the joint ventures for expenses incurred in the ordinary course of business, and, in the three months ended June 30, 2024, amounts paid on behalf of the joint ventures for expenses incurred in the ordinary course of business were immaterial. As of December 31, 2023 and June 30, 2024, outstanding receivables due from the joint ventures with TotalEnergies and bp were $0.7 million and $0.6 million, respectively, representing outstanding unreimbursed expenses that the Company paid on behalf of the joint ventures. In the three and six months ended June 30, 2023, the Company received $2.7 million and $3.0 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. In the three and six months ended June 30, 2024, the Company received $1.0 million and $1.9 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. In the three and six months ended June 30, 2024, the Company paid $1.2 million and $2.3 million, respectively, to the joint ventures with TotalEnergies and bp, relating to environmental credits pursuant to the contractual agreements of the TotalEnergies joint venture(s) and bpJV. No amounts were paid to the joint ventures with TotalEnergies and bp in the three and six months ended June 30, 2023. As of December 31, 2023 and June 30, 2024, the Company had payables due to the joint ventures with TotalEnergies and bp of $0.6 million and $0.4 million, respectively, relating to environmental credits pursuant to the contractual agreements of the TotalEnergies joint venture(s) and bpJV. Rimere In the three and six months ended June 30, 2023, the Company provided $1.2 million and $2.3 million, respectively, to Rimere in connection with its loan commitments (see Note 17). In the three and six months ended June 30, 2024, the Company provided $0.0 million and $3.5 million, respectively, to Rimere in connection with its loan commitments. As of December 31, 2023 and June 30, 2024, the carrying amount of the Company’s convertible promissory notes measured at fair value was $2.3 million and $3.5 million, respectively, and is included in “Other receivables” as of December 31, 2023 and June 30, 2024 in the accompanying condensed consolidated balance sheets. In the three and six months ended June 30, 2023, the Company recognized management fee revenue of $0.2 million and $0.3 million, respectively. In the three and six months ended June 30, 2024, the Company recognized management fee revenue of $0.2 million and $0.3 million, respectively. As of December 31, 2023 and June 30, 2024, the Company had management fee receivables due from Rimere of $0.7 million and $0.1 million, respectively. Excluding management fee revenue, no other revenue from Rimere was recognized in the three and six months ended June 30, 2023. In the three and six months ended June 30, 2024, excluding management fee revenue, the Company recognized $0.1 million of revenue relating to equipment sold to Rimere in the ordinary course of business. Outstanding receivables due from Rimere, excluding management fee receivables, were $0.1 million as of June 30, 2024. There were no outstanding receivables, excluding management fee receivables, due from Rimere as of December 31, 2023. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (16,293) | $ (16,301) | $ (34,736) | $ (54,998) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
General (Policies)
General (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries, and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s consolidated financial position as of June 30, 2024, results of operations, comprehensive loss, and stockholders’ equity for the three and six months ended June 30, 2023 and 2024, and cash flows for the six months ended June 30, 2023 and 2024. All intercompany accounts and transactions have been eliminated in consolidation. The results of operations for the three and six months ended June 30, 2023 and 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any other interim period or any future year. Certain information and disclosures normally included in the notes to consolidated financial statements have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), but the resultant disclosures contained herein are in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as they apply to interim reporting. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the year ended December 31, 2023 that are included in the Company’s Annual Report on Form 10-K filed with the SEC on February 29, 2024. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying condensed consolidated financial statements and these notes. Actual results could differ from those estimates and may result in material effects on the Company’s operating results and financial position. Significant estimates made in preparing the accompanying condensed consolidated financial statements include (but are not limited to) those related to revenue recognition, fair value measurements, goodwill and long-lived asset valuations and impairment assessments, income tax valuations, stock-based compensation expense and stock-based sales incentive charges. |
Amazon Warrant | Amazon Warrant The Amazon Warrant (defined in Note 14) is accounted for as an equity instrument and measured in accordance with Accounting Standards Codification (“ASC”) 718, Compensation – Stock Compensation Revenue from Contracts with Customers |
Tourmaline Joint Development | Tourmaline Joint Development In April 2023, the Company and Tourmaline Oil Corp. (“Tourmaline”) announced a CAD $70 million Joint Development Agreement to build and operate a network of CNG stations along key highway corridors across Western Canada. Under a 50-50 shared investment, the Company and Tourmaline expect to construct and commission up to 20 CNG fueling stations over the next five years, allowing heavy-duty trucks and other commercial transportation fleets that operate in the area to transition to the use of CNG, a lower carbon alternative to gasoline and diesel. Costs associated with station construction and profit and loss arising from station operation are shared 50-50 between the Company and Tourmaline. This arrangement between the Company and Tourmaline to jointly develop, build and operate CNG fueling stations is accounted for in accordance with ASC 808, Collaborative Arrangements Revenue from Contracts with Customers The Company determined that it is the principal for the revenue generated from third parties under this collaborative arrangement with Tourmaline in accordance with ASC 606; as such, the associated revenue and cost of sales generated and incurred are recognized on a gross basis in the condensed consolidated statements of operations. Net participation of profit and loss owed to or from Tourmaline is recorded as an increase or decrease to cost of sales, respectively, as the transaction is not deemed to be with a customer within the scope of ASC 606. Capitalized station costs are presented at half of the total development and construction costs in the condensed consolidated balance sheets, corresponding to the Company’s 50% ownership in the shared assets. |
Impairment of Goodwill and Long-Lived Assets | Impairment of Goodwill and Long-Lived Assets Due to a decline in the market price of the Company's common stock subsequent to December 31, 2023, the Company performed an interim quantitative goodwill impairment test as of June 30, 2024 for its single reporting unit. In connection with the quantitative goodwill impairment test, the Company estimated the fair value of its reporting unit based on its market value of invested capital plus a market participant acquisition premium. The results of the quantitative goodwill impairment test performed as of June 30, 2024 indicated that the fair value of the Company’s reporting unit exceeded its carrying value by 6% or $59.4 million; as such, no impairment charges relating to goodwill were recorded in the three and six months ended June 30, 2024. In addition, due to a decline in share price of the Company's common stock, the Company assessed whether such event or any other events or changes in circumstances indicated that the carrying value of the Company’s long-lived assets may not be recoverable. Based on the Company’s assessment, no impairment triggering events were identified as of June 30, 2024. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Recently Adopted 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 Company adopted this new ASU in the first quarter of 2024. The adoption of this ASU did not have a material effect on the Company’s consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements 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. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures. This ASU enhances annual income tax disclosures by requiring entities to disclose specific categories and greater disaggregation of information in the rate reconciliation table and income taxes paid disaggregated by jurisdiction. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the adoption impact of this ASU on the Company’s consolidated financial statements and related disclosures. In March 2024, the FASB issued ASU No. 2024-01, Compensation-Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. This ASU improves U.S. GAAP by adding an illustrative example to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether profits interest and similar awards should be accounted for in accordance with Topic 718, Compensation-Stock Compensation. The ASU is effective for annual periods, including interim periods within those years, beginning after December 15, 2024, with early adoption allowed. The Company is evaluating the adoption impact of this ASU on the Company’s consolidated financial statements and related disclosures. |
Revenue From Contracts With C_2
Revenue From Contracts With Customers (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Revenue Recognition | Revenue Recognition Overview The Company recognizes revenue when control of the promised goods or services is transferred to its customers, in an amount that reflects the consideration to which it expects to be entitled in exchange for the goods or services. To achieve that core principle, a five-step approach is applied: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue allocated to each performance obligation when the Company satisfies the performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account for revenue recognition. |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of revenue | Three Months Ended Six Months Ended June 30, June 30, 2023 2024 2023 2024 Product revenue: Volume-related Fuel sales (1) (3) $ 53,267 $ 57,398 $ 160,162 $ 125,601 Change in fair value of derivative instruments (2) 3,600 61 1,068 1,683 RIN Credits 5,377 9,523 9,880 18,335 LCFS Credits 2,474 4,319 4,772 4,155 AFTC (4) 5,059 6,003 9,555 11,360 Total volume-related product revenue 69,777 77,304 185,437 161,134 Station construction sales 5,852 5,656 9,919 11,240 Total product revenue 75,629 82,960 195,356 172,374 Service revenue: Volume-related, O&M services 13,913 14,422 25,957 28,157 Other services 1,006 572 1,418 1,132 Total service revenue 14,919 14,994 27,375 29,289 Total revenue $ 90,548 $ 97,954 $ 222,731 $ 201,663 (1) Includes non-cash stock-based sales incentive contra-revenue charges associated with the Amazon Warrant. For the three and six months ended June 30, 2023, contra-revenue charges recognized in fuel revenue were $13.9 million and $27.7 million, respectively. For the three and six months ended June 30, 2024, contra-revenue charges recognized in fuel revenue were $14.1 million and $27.0 million, respectively. See Note 14 for more information. (2) Represents changes in fair value of unsettled derivative instruments relating to the Company’s commodity swap and customer fueling contracts associated with the Company’s 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 truck financing program. See Note 6 for more information about these derivative instruments. (3) Includes net settlement of the Company’s commodity swap derivative instruments. For the three and six months ended June 30, 2023, net settlement payments recognized in fuel revenue were $1.4 million and $1.0 million, respectively. For the three and six months ended June 30, 2024, net settlement payments recognized in fuel revenue were $0.9 million and $2.4 million, respectively. (4) Represents the federal alternative fuel excise tax credit (“AFTC”). See Note 19 for more information. |
Summary of contract balances | As of December 31, 2023 and June 30, 2024, the Company’s contract balances were as follows (in thousands): December 31, June 30, 2023 2024 Accounts receivable, net $ 98,426 $ 92,108 Contract assets - current $ 7,823 $ 6,317 Contract assets - non-current 2,433 2,174 Contract assets - total $ 10,256 $ 8,491 Contract liabilities - current $ 4,936 $ 7,794 Contract liabilities - non-current 151 113 Contract liabilities - total $ 5,087 $ 7,907 |
Cash, Cash Equivalents and Re_2
Cash, Cash Equivalents and Restricted Cash (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of cash and cash equivalents | Cash, cash equivalents and restricted cash as of December 31, 2023 and June 30, 2024 consisted of the following (in thousands): December 31, June 30, 2023 2024 Current assets: Cash and cash equivalents $ 104,944 $ 123,092 Restricted cash - standby letter of credit 2,019 2,050 Total cash, cash equivalents and current portion of restricted cash $ 106,963 $ 125,142 Total cash, cash equivalents and restricted cash $ 106,963 $ 125,142 |
Schedule of components of restricted cash | Cash, cash equivalents and restricted cash as of December 31, 2023 and June 30, 2024 consisted of the following (in thousands): December 31, June 30, 2023 2024 Current assets: Cash and cash equivalents $ 104,944 $ 123,092 Restricted cash - standby letter of credit 2,019 2,050 Total cash, cash equivalents and current portion of restricted cash $ 106,963 $ 125,142 Total cash, cash equivalents and restricted cash $ 106,963 $ 125,142 |
Short-Term Investments (Tables)
Short-Term Investments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of short-term investments | 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 Short-term investments as of June 30, 2024 consisted of the following (in thousands): Gross Amortized Unrealized Estimated Cost Gain (Loss) Fair Value U.S. government securities $ 125,671 $ — $ 125,671 Certificates of deposit 541 — 541 Total short-term investments $ 126,212 $ — $ 126,212 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of commodity derivative activity | 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 Embedded derivatives as of June 30, 2024 consisted of the following (in thousands): Gross Amounts Gross Amounts Net Amount Recognized Offset Presented Assets: Fueling agreements: Prepaid expenses and other current assets $ 2,656 $ — $ 2,656 Notes receivable and other long-term assets, net 1,780 — 1,780 Total derivative assets $ 4,436 $ — $ 4,436 |
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, 2023 and June 30, 2024, by year with associated volumes: December 31, 2023 June 30, 2024 Volumes Weighted-Average Price per Volumes Weighted-Average Price per Year (Diesel Gallons) Diesel Gallon (Diesel Gallons) Diesel Gallon 2024 1,875,000 $ 3.18 — $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 | 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, 2023 and June 30, 2024 (in thousands): 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 notes (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 June 30, 2024 Level 1 Level 2 Level 3 Assets: Available-for-sale securities: U.S. government securities (1) $ 125,671 $ 125,671 $ — $ — Convertible promissory notes (4) 5,460 — — 5,460 Certificates of deposit (1) 541 — 541 — Embedded derivatives (3) $ 4,436 $ — $ — $ 4,436 (1) Included in “Short-term investments” in the accompanying condensed consolidated balance sheets. See Note 5 for more information. (2) Included in “Derivative liabilities, related party” as of December 31, 2023 in the accompanying condensed consolidated balance sheets. See Note 6 for more information. (3) Included in “Prepaid expenses and other current assets” and “Notes receivable and other long-term assets, net” as of December 31, 2023 and June 30, 2024 in the accompanying condensed consolidated balance sheets. See Note 6 for more information. (4) Included in “Other receivables” as of December 31, 2023 and June 30, 2024 in the accompanying condensed consolidated balance sheets. |
Schedule of reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis that used significant unobservable inputs (Level 3) | The following table provides a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis as shown in the tables above that used significant unobservable inputs (Level 3), as well as the change in unrealized gains or losses for the periods included in earnings or other comprehensive income (loss) (in thousands): Assets: Assets: Assets: Liabilities: Liabilities: Commodity Embedded Convertible Commodity Embedded Swap Contracts Derivatives Promissory Note Swap Contracts Derivatives Balance as of March 31, 2023 $ — $ 4,949 $ 3,048 $ (3,875) $ (696) Settlements, net — — — 1,441 — Total gain (loss) — 1,888 889 (345) 616 Purchases — — 1,268 — — Equity method investment loss (1) — — (910) — — Balance as of June 30, 2023 $ — $ 6,837 $ 4,295 $ (2,779) $ (80) Balance as of March 31, 2024 $ — $ 5,252 $ 4,744 $ (877) $ — Settlements, net — — — 873 — Total gain (loss) — (816) — 4 — Purchases — — 2,072 — — Equity method investment loss (1) — — (1,356) — — Balance as of June 30, 2024 $ — $ 4,436 $ 5,460 $ — $ — Change in unrealized gain (loss) for the three months ended June 30, 2023 included in earnings $ — $ 1,888 $ — $ 1,096 $ 616 Change in unrealized gain (loss) for the three months ended June 30, 2024 included in earnings $ — $ (816) $ — $ 877 $ — Change in unrealized gain (loss) for the three months ended June 30, 2023 included in other comprehensive income (loss) $ — $ — $ 889 $ — $ — Change in unrealized gain (loss) for the three months ended June 30, 2024 included in other comprehensive income (loss) $ — $ — $ — $ — $ — Assets: Assets: Assets: Liabilities: Liabilities: Commodity Embedded Convertible Commodity Embedded Swap Contracts Derivatives Promissory Notes Swap Contracts Derivatives Balance as of December 31, 2022 $ — $ 6,755 $ 1,880 $ (3,845) $ — Settlements, net (1,424) — — 2,456 — Total gain (loss) 1,424 82 1,105 (1,390) (80) Purchases — — 2,478 — — Equity method investment loss (1) — — (1,168) — — Balance as of June 30, 2023 $ — $ 6,837 $ 4,295 $ (2,779) $ (80) Balance as of December 31, 2023 $ — $ 4,628 $ 2,330 $ (1,875) $ — Settlements, net — — — 2,366 — Total gain (loss) — (192) (53) (491) — Purchases — — 5,727 — — Equity method investment loss (1) — — (2,544) — — Balance as of June 30, 2024 $ — $ 4,436 $ 5,460 $ — $ — Change in unrealized gain (loss) for the six months ended June 30, 2023 included in earnings $ — $ 82 $ — $ 1,066 $ (80) Change in unrealized gain (loss) for the six months ended June 30, 2024 included in earnings $ — $ (192) $ — $ 1,875 $ — Change in unrealized gain (loss) for the six months ended June 30, 2023 included in other comprehensive income (loss) $ — $ — $ 1,105 $ — $ — Change in unrealized gain (loss) for the six months ended June 30, 2024 included in other comprehensive income (loss) $ — $ — $ (53) $ — $ — (1) Represents the Company’s proportionate share of Rimere’s losses. These losses are recorded as adjustments to the carrying value of the convertible promissory notes because the Company’s equity investment in Rimere had been reduced to zero. |
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 Debt instruments as of June 30, 2024 consisted of the following (in thousands): Net Carrying Estimated Amounts Fair Value Stonepeak Term Loan $ 262,734 $ 243,848 Other Debt 221 221 Total Debt $ 262,955 $ 244,069 |
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, 2023: December 31, 2023 Significant Unobservable Inputs Input Range Weighted Average ULSD Gulf Coast Forward Curve $1.97 - $2.27 $ 2.15 Historical Differential to PADD 3 Diesel $0.92 - $1.62 $ 1.16 Historical Differential to PADD 5 Diesel $1.89 - $3.16 $ 2.48 |
Embedded derivatives | |
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 embedded derivatives in its fueling agreements under the Company’s truck financing program based on the following inputs as of December 31, 2023 and June 30, 2024: December 31, 2023 June 30, 2024 Significant Unobservable Inputs Input Range Weighted Average Input Range Weighted Average ULSD Gulf Coast Forward Curve $1.97 - $2.27 $ 2.15 $ 2.25 - $ 2.42 $ 2.34 Historical Differential to PADD 3 Diesel $0.92 - $1.62 $ 1.16 $ 0.93 - $ 1.62 $ 1.17 Historical Differential to PADD 5 Diesel $1.89 - $3.16 $ 2.48 $ 1.98 - $ 3.16 $ 2.56 |
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 notes from Rimere as of December 31, 2023 and June 30, 2024: Significant Unobservable Inputs December 31, 2023 June 30, 2024 Risk-free interest rate 5.39% 5.33% Credit adjustment 5.31% 7.32% Credit adjusted discount rate 10.70% 12.65% The following table provides quantitative information about the significant inputs used to estimate the fair value of the convertible promissory note from BTR as of June 30, 2024: Significant Unobservable Inputs June 30, 2024 Risk-free interest rate 5.16% Credit adjustment 11.34% Credit adjusted discount rate 16.50% |
Other Receivables (Tables)
Other Receivables (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
Schedule of other receivables | Other receivables as of December 31, 2023 and June 30, 2024 consisted of the following (in thousands): December 31, June 30, 2023 2024 Loans to customers to finance vehicle purchases $ 194 $ 78 Accrued customer billings 5,566 4,886 Fuel tax credits 8,876 12,685 Other 5,134 7,392 Total other receivables $ 19,770 $ 25,041 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventory as of December 31, 2023 and June 30, 2024 consisted of the following (in thousands): December 31, June 30, 2023 2024 Raw materials and spare parts $ 45,335 $ 49,406 Total inventory $ 45,335 $ 49,406 |
Land, Property and Equipment (T
Land, Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Summary of land, property and equipment | Land, property and equipment, net as of December 31, 2023 and June 30, 2024 consisted of the following (in thousands): December 31, June 30, 2023 2024 Land $ 7,397 $ 10,331 LNG liquefaction plants 96,786 96,786 Station equipment 418,647 459,748 Trailers 70,542 71,070 Other equipment 105,137 103,800 Construction in progress 125,389 112,203 823,898 853,938 Less accumulated depreciation (492,140) (513,660) Total land, property and equipment, net $ 331,758 $ 340,278 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Accrued liabilities as of December 31, 2023 and June 30, 2024 consisted of the following (in thousands): December 31, June 30, 2023 2024 Accrued alternative fuels incentives (1) $ 41,609 $ 43,488 Accrued employee benefits 5,315 4,996 Accrued gas and equipment purchases 17,485 11,423 Accrued interest 1,451 1,610 Accrued property and other taxes 4,502 8,428 Accrued salaries and wages 8,697 6,276 Other (2) 12,475 14,937 Total accrued liabilities $ 91,534 $ 91,158 (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) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Debt obligations as of December 31, 2023 and June 30, 2024 consisted of the following (in thousands): 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 June 30, 2024 Unamortized Debt Balance, Net of Principal Balance Financing Costs Financing Costs Stonepeak Term Loan $ 300,000 $ 37,266 $ 262,734 Other debt 221 — 221 Total debt 300,221 37,266 262,955 Less amounts due within one year (43) — (43) Total long-term debt $ 300,178 $ 37,266 $ 262,912 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of information required to compute basic and diluted net loss per share | The following table sets forth the computations of basic and diluted earnings (loss) per share for the three and six months ended June 30, 2023 and 2024 (in thousands except share and per share amounts): Three Months Ended Six Months Ended June 30, June 30, 2023 2024 2023 2024 Net loss attributable to Clean Energy Fuels Corp. $ (16,301) $ (16,293) $ (54,998) $ (34,736) Weighted-average common shares outstanding 222,908,402 223,289,936 222,813,286 223,250,123 Dilutive effect of potential common shares from restricted stock units, stock options and stock warrants — — — — Weighted-average common shares outstanding - diluted 222,908,402 223,289,936 222,813,286 223,250,123 Basic and diluted loss per share $ (0.07) $ (0.07) $ (0.25) $ (0.16) |
Schedule of potentially dilutive securities that have been excluded from the diluted net loss per share calculations because their effect would have been antidilutive | The following potentially dilutive securities have been excluded from the diluted net loss per share calculations because their effect would have been antidilutive. Although these securities were antidilutive for these periods, they could be dilutive in future periods. Three Months Ended Six Months Ended June 30, June 30, 2023 2024 2023 2024 Stock options 18,154,864 20,430,347 18,154,864 20,430,347 Stonepeak warrant shares — 20,017,040 — 20,017,040 Restricted stock units 367,145 1,955,950 367,145 1,955,950 Amazon warrant shares 58,767,714 58,767,714 58,767,714 58,767,714 Total 77,289,723 101,171,051 77,289,723 101,171,051 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Measurement Inputs and Valuation Techniques [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 condensed consolidated statements of operations during the three and six months ended June 30, 2023 and 2024 (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2023 2024 2023 2024 Stock-based compensation expense, net of $0 tax in 2023 and 2024 $ 6,093 $ 2,862 $ 12,189 $ 5,491 |
Amazon Warrant | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Schedule of warrant activity | The following table summarizes the Amazon Warrant activities for the six months ended June 30, 2024: Warrant Shares Outstanding and unvested as of December 31, 2023 37,613,035 Granted — Vested (3,526,224) Outstanding and unvested as of June 30, 2024 34,086,811 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Stonepeak Warrant | |
Subsidiary, Sale of Stock [Line Items] | |
Schedule of warrant activity | Warrant Shares Outstanding and unexercised as of December 31, 2023 20,000,000 Granted 17,040 Exercised — Outstanding and unexercised as of June 30, 2024 20,017,040 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases | |
Schedule of maturities of lease receivables | The following schedule represents the Company’s maturities of lease receivables as of June 30, 2024 (in thousands): Fiscal Year: Remainder of 2024 $ 481 2025 962 2026 985 2027 1,105 2028 515 Thereafter 703 Total minimum lease payments 4,751 Less amount representing interest (925) Present value of lease receivables $ 3,826 |
General - Tourmaline Joint Deve
General - 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 |
General - Impairment of Goodwil
General - Impairment of Goodwill and Long-Lived Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Excess of fair value over carrying amount, percentage | 6% | ||
Excess of fair value over carrying amount | $ 59,400 | ||
Goodwill impairment | 0 | ||
Impairment of long-lived assets held and used | 0 | $ 333 | |
Goodwill | $ 64,328 | $ 64,328 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue from Contracts with Customers | ||||
Total revenue | $ 97,954 | $ 90,548 | $ 201,663 | $ 222,731 |
Contra revenue charge | 26,976 | 27,652 | ||
Not Designated as Hedging Instrument | Commodity swaps | ||||
Revenue from Contracts with Customers | ||||
Net settlement of commodity swap derivative instruments | 900 | 1,400 | 2,400 | 1,000 |
Fuel Sales | ||||
Revenue from Contracts with Customers | ||||
Total revenue | 57,398 | 53,267 | 125,601 | 160,162 |
RIN Credits | ||||
Revenue from Contracts with Customers | ||||
Total revenue | 9,523 | 5,377 | 18,335 | 9,880 |
LCFS Credits | ||||
Revenue from Contracts with Customers | ||||
Total revenue | 4,319 | 2,474 | 4,155 | 4,772 |
AFTC | ||||
Revenue from Contracts with Customers | ||||
Total revenue | 6,003 | 5,059 | 11,360 | 9,555 |
Total volume-related product revenue | ||||
Revenue from Contracts with Customers | ||||
Total revenue | 77,304 | 69,777 | 161,134 | 185,437 |
Station construction sales | ||||
Revenue from Contracts with Customers | ||||
Total revenue | 5,656 | 5,852 | 11,240 | 9,919 |
Product revenue | ||||
Revenue from Contracts with Customers | ||||
Total revenue | 82,960 | 75,629 | 172,374 | 195,356 |
Volume-related, O&M services | ||||
Revenue from Contracts with Customers | ||||
Total revenue | 14,422 | 13,913 | 28,157 | 25,957 |
Other services | ||||
Revenue from Contracts with Customers | ||||
Total revenue | 572 | 1,006 | 1,132 | 1,418 |
Service revenue | ||||
Revenue from Contracts with Customers | ||||
Total revenue | 14,994 | 14,919 | 29,289 | 27,375 |
Volume-Related | ||||
Revenue from Contracts with Customers | ||||
Gain (loss) due to changes in fair value | 61 | 3,600 | 1,683 | 1,068 |
Contra revenue charge | $ 14,100 | $ 13,900 | $ 27,000 | $ 27,700 |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Remaining Performance Obligations (Details) $ in Millions | Jun. 30, 2024 USD ($) |
Remaining Performance Obligations | |
Revenue, remaining performance obligation, amount | $ 39.7 |
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_6
Revenue from Contracts with Customers - Tourmaline Joint Development (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | ||||
Revenue | $ 97,954 | $ 90,548 | $ 201,663 | $ 222,731 |
Operating loss | $ (5,592) | $ (13,055) | $ (14,903) | $ (48,467) |
Revenue from Contracts with C_7
Revenue from Contracts with Customers - Contract Balances (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 92,108 | $ 98,426 |
Contract assets - current | 6,317 | 7,823 |
Contract assets - non-current | 2,174 | 2,433 |
Contract assets - total | 8,491 | 10,256 |
Contract liabilities - current | 7,794 | 4,936 |
Contract liabilities - non-current | 113 | 151 |
Contract liabilities - total | $ 7,907 | $ 5,087 |
Revenue from Contracts with C_8
Revenue from Contracts with Customers - Contract Liabilities (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
Contract with customer, liability, revenue recognized | $ 2.6 | $ 3.3 |
Investments in Other Entities_2
Investments in Other Entities and Noncontrolling Interest in a Subsidiary - TotalEnergies Joint Venture (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Jun. 28, 2023 | Mar. 03, 2021 | Dec. 31, 2023 | Nov. 30, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 27, 2023 | |
Schedule of Equity Method Investments [Line Items] | |||||||||
Advance to DR JV | $ 0 | $ 5,500 | |||||||
Income (loss) from equity method investments | $ (5,795) | $ (1,915) | $ (11,193) | (3,805) | |||||
TotalEnergies | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Ownership interest (as a percent) | 50% | 50% | |||||||
Investment commitment in joint venture | $ 400,000 | ||||||||
Initial contribution commitment | 50,000 | ||||||||
Capital call, contribution amount requested | $ 11,000 | ||||||||
Contribution to joint venture | $ 5,500 | $ 4,800 | |||||||
Advance to DR JV | $ 5,500 | ||||||||
Proceeds from repayment of advance | $ 5,500 | ||||||||
Income (loss) from equity method investments | $ (500) | $ (1,000) | $ 900 | $ 1,400 | |||||
Investment balance | $ 7,500 | $ 6,600 | $ 6,600 | ||||||
TotalEnergies | TotalEnergies S.E. | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Investment commitment in joint venture | $ 50,000 | ||||||||
Capital call, contribution amount requested | $ 5,500 | ||||||||
Contribution to joint venture | $ 4,800 |
Investments in Other Entities_3
Investments in Other Entities and Noncontrolling Interest in a Subsidiary - bp Joint Venture (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 6 Months Ended | |||||||
Dec. 20, 2023 | Jun. 21, 2021 | Apr. 13, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 18, 2020 | |
Schedule of Equity Method Investments [Line Items] | |||||||||
Income (loss) from equity method investments | $ (5,795) | $ (1,915) | $ (11,193) | $ (3,805) | |||||
BP Products North America | bp Loan | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Debt issuance amount | $ 50,000 | ||||||||
bpJV | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Ownership interest (as a percent) | 50% | 50% | |||||||
Investment commitment in joint venture | $ 30,000 | ||||||||
Additional commitment in joint venture | 20,000 | ||||||||
Initial contribution commitment | $ 30,000 | ||||||||
Contribution to joint venture | $ 67,950 | $ 50,200 | |||||||
Capital call, contribution amount requested | $ 135,900 | ||||||||
Income (loss) from equity method investments | $ (3,100) | $ (200) | $ (5,900) | $ (600) | |||||
Investment balance | $ 214,400 | $ 214,400 | $ 220,300 | ||||||
bpJV | Class A Units | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Number of units received | 30 | ||||||||
Additional commitment in joint venture | 20,000 | ||||||||
Priority Return to acquire additional units | $ 200 | ||||||||
bpJV | bp | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Investment commitment in joint venture | $ 50,000 | ||||||||
bpJV | bp | Class A Units | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Number of units received | 30 | ||||||||
bpJV | bp | Class B Units | |||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||
Number of units received | 20 |
Investments in Other Entities_4
Investments in Other Entities and Noncontrolling Interest in a Subsidiary - Maas Energy Works (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | May 08, 2024 | Dec. 31, 2023 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Advance to DR JV | $ 0 | $ 5,500 | ||||
Income (loss) from equity method investments | $ (5,795) | $ (1,915) | (11,193) | $ (3,805) | ||
Maas Energy Works, LLC [Member] | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Investment commitment in joint venture | $ 132,000 | |||||
Capital call, contribution amount requested | 2,000 | 2,000 | ||||
Investment balance | $ 1,100 | $ 1,100 | $ 0 |
Investments in Other Entities_5
Investments in Other Entities and Noncontrolling Interest in a Subsidiary - SAFE&CEC S.r.l (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 29, 2017 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Income (loss) from equity method investments | $ (5,795) | $ (1,915) | $ (11,193) | $ (3,805) | ||
SAFE&CEC S.r.l. | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership interest (as a percent) | 49% | |||||
Income (loss) from equity method investments | 800 | 200 | 1,900 | (300) | ||
Investment balance | $ 18,200 | $ 18,200 | $ 21,200 | |||
SAFE&CEC S.r.l. | Landi Renzo S.p.A. | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership interest (as a percent) | 51% | |||||
bpJV | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership interest (as a percent) | 50% | 50% | ||||
Income (loss) from equity method investments | $ (3,100) | $ (200) | $ (5,900) | $ (600) | ||
Investment balance | $ 214,400 | $ 214,400 | $ 220,300 |
Investments in Other Entities_6
Investments in Other Entities and Noncontrolling Interest in a Subsidiary - NG Advantage (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Oct. 14, 2014 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Outstanding balance | $ 262,955 | $ 262,955 | $ 261,161 | |||
Payments to acquire additional controlling interest | 165 | $ 5,500 | ||||
Loss from noncontrolling interest | (174) | $ (185) | $ (347) | (320) | ||
NG Advantage | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership interest after transaction (as a percent) | 93.30% | |||||
Loss from noncontrolling interest | (200) | $ (200) | $ (300) | $ (300) | ||
Investments carried at cost | $ 6,500 | $ 6,500 | $ 6,900 | |||
NG Advantage | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership interest acquired | 53.30% |
Investments in Other Entities_7
Investments in Other Entities and Noncontrolling Interest in a Subsidiary - Other Equity Method Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Schedule of Equity Method Investments [Line Items] | |||||
Income (loss) from equity method investments | $ (5,795) | $ (1,915) | $ (11,193) | $ (3,805) | |
Other Equity Method Investment | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Investment balance | $ 8,100 | $ 8,100 | $ 8,000 |
Cash, Cash Equivalents and Re_3
Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Cash and cash equivalents | $ 123,092 | $ 104,944 | ||
Restricted cash | 2,050 | 2,019 | ||
Total cash, cash equivalents and restricted cash | 125,142 | 106,963 | $ 55,162 | $ 125,950 |
Amount in excess of FDIC and CDIC limits | 124,100 | 105,600 | ||
Certificates of Deposit [Member] | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash | $ 2,000 | $ 2,000 |
Short-Term Investments (Details
Short-Term Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 126,212 | $ 158,158 |
Gross Unrealized Gain | 0 | 28 |
Estimated Fair Value | 126,212 | 158,186 |
U.S. government securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 125,671 | 157,628 |
Gross Unrealized Gain | 0 | 28 |
Estimated Fair Value | 125,671 | 157,656 |
Certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 541 | 530 |
Gross Unrealized Gain | 0 | 0 |
Estimated Fair Value | $ 541 | $ 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 | Jun. 30, 2024 $ / gal | |
Derivative [Line Items] | |||
Derivative asset, number of instruments held | contract | 2 | ||
Volumes (Diesel Gallons) | gal | 5 | 1.9 | |
Weighted-average price per diesel gallon (in usd per gallon) | $ / gal | 3.18 | 3.18 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Summary of Commodity Derivative Activity (Details) - Not Designated as Hedging Instrument - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Derivative Assets | ||
Gross Amounts Recognized | $ 4,436 | $ 4,628 |
Gross Amounts Offset | 0 | 0 |
Net Amount Presented | 4,436 | 4,628 |
Derivative Liability | ||
Gross Amounts Recognized | 1,875 | |
Gross Amounts Offset | 0 | |
Net Amount Presented | 1,875 | |
Commodity swaps | ||
Derivative Assets | ||
Gross Amounts Offset | 0 | |
Derivative Liability | ||
Gross Amounts Recognized | 1,875 | |
Net Amount Presented | 1,875 | |
Notes receivable and other long-term assets, net | Embedded derivatives | ||
Derivative Assets | ||
Gross Amounts Recognized | 1,780 | 2,035 |
Gross Amounts Offset | 0 | 0 |
Net Amount Presented | 1,780 | 2,035 |
Prepaid expenses and other current assets | Embedded derivatives | ||
Derivative Assets | ||
Gross Amounts Recognized | 2,656 | 2,593 |
Gross Amounts Offset | 0 | 0 |
Net Amount Presented | $ 2,656 | $ 2,593 |
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 - Commodity Swap 2024 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 $ / gal gal | Dec. 31, 2023 $ / gal gal | |
Derivative [Line Items] | ||
Volumes (Diesel Gallons) | gal | 0 | 1,875,000 |
Weighted-Average Price per Diesel Gallon (in usd per gallon) | $ / gal | 0 | 3.18 |
Fair Value Measurements - Commo
Fair Value Measurements - Commodity Swap Contracts (Details) - Valuation Technique, Discounted Cash Flow - Level 3 | Jun. 30, 2024 | Dec. 31, 2023 |
Commodity swaps | Minimum | ULSD Gulf Coast Forward Curve | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.97 | |
Commodity swaps | Minimum | Historical Differential to PADD 3 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 0.92 | |
Commodity swaps | Minimum | Historical Differential to PADD 5 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 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 | |
Commodity swaps | Maximum | Historical Differential to PADD 3 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 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 | |
Commodity swaps | Weighted Average | ULSD Gulf Coast Forward Curve | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 2.15 | |
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 | |
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 | |
Embedded derivatives | Minimum | ULSD Gulf Coast Forward Curve | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 2.25 | 1.97 |
Embedded derivatives | Minimum | Historical Differential to PADD 3 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 0.93 | 0.92 |
Embedded derivatives | Minimum | Historical Differential to PADD 5 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.98 | 1.89 |
Embedded derivatives | Maximum | ULSD Gulf Coast Forward Curve | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 2.42 | 2.27 |
Embedded derivatives | Maximum | Historical Differential to PADD 3 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.62 | 1.62 |
Embedded derivatives | Maximum | Historical Differential to PADD 5 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 3.16 | 3.16 |
Embedded derivatives | Weighted Average | ULSD Gulf Coast Forward Curve | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 2.34 | 2.15 |
Embedded derivatives | Weighted Average | Historical Differential to PADD 3 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 1.17 | 1.16 |
Embedded derivatives | Weighted Average | Historical Differential to PADD 5 Diesel | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative asset, measurement input | 2.56 | 2.48 |
Fair Value Measurements - Conve
Fair Value Measurements - Convertible Promissory Note (Details) $ in Thousands | Jun. 30, 2024 USD ($) | May 31, 2024 USD ($) | Dec. 31, 2023 USD ($) |
Fair Value Measurements | |||
Available-for-sale securities | $ 126,212 | $ 158,186 | |
Convertible promissory note | Fair value measured on recurring basis | |||
Fair Value Measurements | |||
Available-for-sale securities | 5,460 | 2,330 | |
Convertible promissory note | Fair value measured on recurring basis | Level 3 | |||
Fair Value Measurements | |||
Available-for-sale securities | $ 5,460 | $ 2,330 | |
Rimere | Risk-free interest rate | |||
Fair Value Measurements | |||
Convertible Promissory Note, Measurement Input | 5.33 | 5.39 | |
Rimere | Credit adjustment | |||
Fair Value Measurements | |||
Convertible Promissory Note, Measurement Input | 7.32 | 5.31 | |
Rimere | Credit adjusted discount rate | |||
Fair Value Measurements | |||
Convertible Promissory Note, Measurement Input | 12.65 | 10.70 | |
Bridge To Renewables, BTR | Fair value measured on recurring basis | Level 3 | |||
Fair Value Measurements | |||
Available-for-sale securities | $ 2,000 | ||
Bridge To Renewables, BTR | Risk-free interest rate | |||
Fair Value Measurements | |||
Convertible Promissory Note, Measurement Input | 5.16 | ||
Bridge To Renewables, BTR | Credit adjustment | |||
Fair Value Measurements | |||
Convertible Promissory Note, Measurement Input | 11.34 | ||
Bridge To Renewables, BTR | Credit adjusted discount rate | |||
Fair Value Measurements | |||
Convertible Promissory Note, Measurement Input | 16.50 |
Fair Value Measurements - Trans
Fair Value Measurements - Transfers (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
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 | Jun. 30, 2024 | Dec. 31, 2023 |
Assets: | ||
Available-for-sale securities | $ 126,212 | $ 158,186 |
Short-term investments | 126,212 | 158,186 |
U.S. government securities | ||
Assets: | ||
Available-for-sale securities | 125,671 | 157,656 |
Certificates of deposit | ||
Assets: | ||
Available-for-sale securities | 541 | 530 |
Fair value measured on recurring basis | U.S. government securities | ||
Assets: | ||
Available-for-sale securities | 125,671 | 157,656 |
Fair value measured on recurring basis | Convertible promissory note | ||
Assets: | ||
Available-for-sale securities | 5,460 | 2,330 |
Fair value measured on recurring basis | Certificates of deposit | ||
Assets: | ||
Short-term investments | 541 | 530 |
Fair value measured on recurring basis | Embedded derivatives | ||
Assets: | ||
Derivative assets | 4,436 | 4,628 |
Fair value measured on recurring basis | Commodity swap contracts | ||
Liabilities: | ||
Derivative liabilities | 1,875 | |
Fair value measured on recurring basis | Level 1 | U.S. government securities | ||
Assets: | ||
Available-for-sale securities | 125,671 | 157,656 |
Fair value measured on recurring basis | Level 1 | Convertible promissory note | ||
Assets: | ||
Available-for-sale securities | 0 | 0 |
Fair value measured on recurring basis | Level 1 | Certificates of deposit | ||
Assets: | ||
Short-term investments | 0 | 0 |
Fair value measured on recurring basis | Level 1 | Embedded derivatives | ||
Assets: | ||
Derivative assets | 0 | 0 |
Fair value measured on recurring basis | Level 1 | Commodity swap contracts | ||
Liabilities: | ||
Derivative liabilities | 0 | |
Fair value measured on recurring basis | Level 2 | U.S. government securities | ||
Assets: | ||
Available-for-sale securities | 0 | 0 |
Fair value measured on recurring basis | Level 2 | Convertible promissory note | ||
Assets: | ||
Available-for-sale securities | 0 | 0 |
Fair value measured on recurring basis | Level 2 | Certificates of deposit | ||
Assets: | ||
Short-term investments | 541 | 530 |
Fair value measured on recurring basis | Level 2 | Embedded derivatives | ||
Assets: | ||
Derivative assets | 0 | 0 |
Fair value measured on recurring basis | Level 2 | Commodity swap contracts | ||
Liabilities: | ||
Derivative liabilities | 0 | |
Fair value measured on recurring basis | Level 3 | U.S. government securities | ||
Assets: | ||
Available-for-sale securities | 0 | 0 |
Fair value measured on recurring basis | Level 3 | Convertible promissory note | ||
Assets: | ||
Available-for-sale securities | 5,460 | 2,330 |
Fair value measured on recurring basis | Level 3 | Certificates of deposit | ||
Assets: | ||
Short-term investments | 0 | 0 |
Fair value measured on recurring basis | Level 3 | Embedded derivatives | ||
Assets: | ||
Derivative assets | $ 4,436 | 4,628 |
Fair value measured on recurring basis | Level 3 | Commodity swap contracts | ||
Liabilities: | ||
Derivative liabilities | $ 1,875 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Recognition - Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 18 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | |
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 | ||||
Fair Value, Asset, Recurring Basis, Still Held, Unrealized 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 | Revenue from Contract with Customer, Excluding Assessed Tax | Revenue from Contract with Customer, Excluding Assessed Tax | |
Change in unrealized gain (loss) included in other comprehensive income (loss) | $ (14) | $ 1,113 | $ (80) | $ 1,357 | |
Commodity swap contracts | |||||
Reconciliation of the beginning and ending balances of assets measured at fair value using significant unobservable inputs (Level 3) | |||||
Settlements, net | (1,424) | ||||
Total gain (loss) | 1,424 | ||||
Embedded derivatives | |||||
Reconciliation of the beginning and ending balances of assets measured at fair value using significant unobservable inputs (Level 3) | |||||
Beginning balance | 5,252 | 4,949 | 4,628 | 6,755 | $ 6,755 |
Total gain (loss) | (816) | 1,888 | (192) | 82 | |
Ending balance | 4,436 | 6,837 | 4,436 | 6,837 | 4,436 |
Change in unrealized gain (loss) included in earnings | (816) | 1,888 | (192) | 82 | |
Convertible promissory note | |||||
Reconciliation of the beginning and ending balances of assets measured at fair value using significant unobservable inputs (Level 3) | |||||
Beginning balance | 4,744 | 3,048 | 2,330 | 1,880 | 1,880 |
Total gain (loss) | 889 | (53) | 1,105 | ||
Purchases | 2,072 | 1,268 | 5,727 | 2,478 | |
Equity method investment loss | (1,356) | (910) | (2,544) | (1,168) | |
Ending balance | $ 5,460 | 4,295 | 5,460 | 4,295 | $ 5,460 |
Change in unrealized gain (loss) included in other comprehensive income (loss) | $ 889 | $ (53) | $ 1,105 |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Value Recognition - Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 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 | 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 or Comprehensive Income [Extensible Enumeration] | Revenue from Contract with Customer, Excluding Assessed Tax | Revenue from Contract with Customer, Excluding Assessed Tax | Revenue from Contract with Customer, Excluding Assessed Tax | Revenue from Contract with Customer, Excluding Assessed Tax |
Commodity swap contracts | ||||
Reconciliation of the beginning and ending balances of liabilities measured at fair value using significant unobservable inputs (Level 3) | ||||
Beginning Balance | $ (877) | $ (3,875) | $ (1,875) | $ (3,845) |
Settlements, net | 873 | 1,441 | 2,366 | 2,456 |
Total gain (loss) | 4 | (345) | (491) | (1,390) |
Ending Balance | (2,779) | (2,779) | ||
Change in unrealized gain (loss) included in earnings | $ 877 | 1,096 | $ 1,875 | 1,066 |
Embedded derivatives | ||||
Reconciliation of the beginning and ending balances of liabilities measured at fair value using significant unobservable inputs (Level 3) | ||||
Beginning Balance | (696) | |||
Total gain (loss) | 616 | (80) | ||
Ending Balance | (80) | (80) | ||
Change in unrealized gain (loss) included in earnings | $ 616 | $ (80) |
Fair Value Measurements - Other
Fair Value Measurements - Other Financial Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total debt | $ 300,221 | $ 300,255 |
Amortized Cost | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total debt | 262,955 | 261,161 |
Estimated Fair Value | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total debt | 244,069 | 253,558 |
Stonepeak Term Loan | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total debt | 300,000 | 300,000 |
Stonepeak Term Loan | Amortized Cost | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total debt | 262,734 | 260,906 |
Stonepeak Term Loan | Estimated Fair Value | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total debt | 243,848 | 253,303 |
Other Debt | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total debt | 221 | 255 |
Other Debt | Amortized Cost | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total debt | 221 | 255 |
Other Debt | Estimated Fair Value | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total debt | $ 221 | $ 255 |
Other Receivables (Details)
Other Receivables (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Other Receivables | ||
Other receivables | $ 25,041 | $ 19,770 |
Loans to customers to finance vehicle purchases | ||
Other Receivables | ||
Other receivables | 78 | 194 |
Accrued customer billings | ||
Other Receivables | ||
Other receivables | 4,886 | 5,566 |
Fuel tax credits | ||
Other Receivables | ||
Other receivables | 12,685 | 8,876 |
Other | ||
Other Receivables | ||
Other receivables | $ 7,392 | $ 5,134 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials and spare parts | $ 49,406 | $ 45,335 |
Total inventory | $ 49,406 | $ 45,335 |
Land, Property and Equipment (D
Land, Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Land, Property and Equipment | ||||
Land, property and equipment, gross | $ 853,938 | $ 823,898 | ||
Less accumulated depreciation | (513,660) | (492,140) | ||
Total land, property and equipment, net | 340,278 | 331,758 | ||
Capitalized software costs, net | 37,300 | 36,800 | ||
Accumulated amortization on the capitalized software costs | 34,900 | 34,000 | ||
Amortization expense related to the capitalized software costs | $ 500 | $ 900 | ||
Amount included in accounts payable balances | 4,400 | 10,200 | ||
Land | ||||
Land, Property and Equipment | ||||
Land, property and equipment, gross | 10,331 | 7,397 | ||
LNG liquefaction plants | ||||
Land, Property and Equipment | ||||
Land, property and equipment, gross | 96,786 | 96,786 | ||
Station equipment | ||||
Land, Property and Equipment | ||||
Land, property and equipment, gross | 459,748 | 418,647 | ||
Trailers | ||||
Land, Property and Equipment | ||||
Land, property and equipment, gross | 71,070 | 70,542 | ||
Other equipment | ||||
Land, Property and Equipment | ||||
Land, property and equipment, gross | 103,800 | 105,137 | ||
Construction in progress | ||||
Land, Property and Equipment | ||||
Land, property and equipment, gross | $ 112,203 | $ 125,389 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued alternative fuels incentives | $ 43,488 | $ 41,609 |
Accrued employee benefits | 4,996 | 5,315 |
Accrued gas and equipment purchases | 11,423 | 17,485 |
Accrued interest | 1,610 | 1,451 |
Accrued property and other taxes | 8,428 | 4,502 |
Accrued salaries and wages | 6,276 | 8,697 |
Other | 14,937 | 12,475 |
Total accrued liabilities | $ 91,158 | $ 91,534 |
Debt - Schedule of Debt Obligat
Debt - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Principal Balances | ||
Total debt | $ 300,221 | $ 300,255 |
Less amounts due within one year | (43) | (38) |
Total long-term debt | 300,178 | 300,217 |
Unamortized Debt Financing Costs | ||
Total debt | 37,266 | 39,094 |
Less amounts due within one year | 0 | 0 |
Total long-term debt | 37,266 | 39,094 |
Balance, Net of Financing Costs | ||
Total debt | 262,955 | 261,161 |
Less amounts due within one year | (43) | (38) |
Total long-term debt | 262,912 | 261,123 |
Stonepeak Term Loan | ||
Principal Balances | ||
Total debt | 300,000 | 300,000 |
Unamortized Debt Financing Costs | ||
Total debt | 37,266 | 39,094 |
Balance, Net of Financing Costs | ||
Total debt | 262,734 | 260,906 |
Other Debt | ||
Principal Balances | ||
Total debt | 221 | 255 |
Unamortized Debt Financing Costs | ||
Total debt | 0 | 0 |
Balance, Net of Financing Costs | ||
Total debt | $ 221 | $ 255 |
Debt - Stonepeak Credit Agreeme
Debt - Stonepeak Credit Agreement (Details) | Dec. 12, 2023 USD ($) item $ / shares shares | Jun. 30, 2024 $ / shares |
Debt Instrument [Line Items] | ||
Percentage of interest company may elect to pay in kind | 75% | |
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 | $ 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 | $ 6.50 |
Stonepeak Loan Facility | ||
Debt Instrument [Line Items] | ||
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 | ||
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 | ||
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 | ||
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 | |
Interest rate | 9.50% | |
Period of company may elect to payment of interest in kind | 2 years | |
Stonepeak delayed draw term loan | ||
Debt Instrument [Line Items] | ||
Debt issuance amount | $ 100,000,000 | |
Commitment fee | 1% |
Debt - Other Debt (Details)
Debt - Other Debt (Details) - Other Debt $ in Millions | 1 Months Ended | |
May 31, 2023 USD ($) installment | Jun. 30, 2024 | |
Long-term debt [Line Items] | ||
Effective interest rate (as a percent) | 13.49% | |
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 | |
Effective interest rate (as a percent) | 13.49% |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Earnings Per Share [Abstract] | ||||
Net loss attributable to Clean Energy Fuels Corp. | $ (16,293) | $ (16,301) | $ (34,736) | $ (54,998) |
Weighted-average common shares outstanding | 223,289,936 | 222,908,402 | 223,250,123 | 222,813,286 |
Dilutive effect of potential common shares from restricted stock units, stock options and stock warrants | 0 | 0 | 0 | 0 |
Weighted-average common shares outstanding - diluted | 223,289,936 | 222,908,402 | 223,250,123 | 222,813,286 |
Basic loss per share (in dollars per share) | $ (0.07) | $ (0.07) | $ (0.16) | $ (0.25) |
Diluted loss per share (in dollars per share) | $ (0.07) | $ (0.07) | $ (0.16) | $ (0.25) |
Net Loss Per Share - Anti-dilut
Net Loss Per Share - Anti-dilutive Securities (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Net Loss Per Share | ||||
Anti-dilutive securities (in shares) | 101,171,051 | 77,289,723 | 101,171,051 | 77,289,723 |
Employee Stock Option | ||||
Net Loss Per Share | ||||
Anti-dilutive securities (in shares) | 20,430,347 | 18,154,864 | 20,430,347 | 18,154,864 |
Stonepeak Warrant | ||||
Net Loss Per Share | ||||
Anti-dilutive securities (in shares) | 20,017,040 | 0 | 20,017,040 | 0 |
Restricted stock units | ||||
Net Loss Per Share | ||||
Anti-dilutive securities (in shares) | 1,955,950 | 367,145 | 1,955,950 | 367,145 |
Amazon Warrant | ||||
Net Loss Per Share | ||||
Anti-dilutive securities (in shares) | 58,767,714 | 58,767,714 | 58,767,714 | 58,767,714 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Stock-based compensation expense, net of $0 tax in 2023 and 2024 | $ 2,862 | $ 6,093 | $ 5,491 | $ 12,189 |
Stock-based compensation expense, tax | 0 | $ 0 | 0 | $ 0 |
Unrecognized compensation cost | 17,600 | $ 17,600 | ||
Unrecognized compensation cost, weighted-average period | 2 years | |||
Total unrecognized compensation cost related to non-vested shares | $ 3,800 | $ 3,800 |
Stock-Based Compensation - Amaz
Stock-Based Compensation - Amazon Warrant (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 14, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Apr. 16, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||||
Contra revenue charge | $ 26,976,000 | $ 27,652,000 | ||||
Amazon Warrant | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Aggregate number of warrant shares (in shares) | 53,141,755 | |||||
Increase in the aggregate number of shares | 5,625,959 | |||||
Total discretionary fuel purchases | $ 500,000,000 | |||||
Exercise price of the warrant (in dollars per share) | $ 13.49 | $ 13.49 | ||||
Outstanding and unvested Beginning Balance | $ 37,613,035 | |||||
Granted | 0 | |||||
Vested | (3,526,224) | |||||
Outstanding and unvested as of Ending Balance | $ 34,086,811 | $ 34,086,811 | ||||
Number of warrants vested | 3,526,224 | |||||
Contra revenue charge | $ 14,100,000 | $ 13,900,000 | $ 27,000,000 | $ 27,700,000 |
Stockholders' Equity - Authoriz
Stockholders' Equity - Authorized Shares (Details) - shares | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 14, 2021 | Jun. 13, 2021 |
Stockholders' Equity Note [Abstract] | ||||
Authorized shares (in shares) | 455,000,000 | 454,000,000 | 304,000,000 | |
Common stock, authorized (in shares) | 454,000,000 | 454,000,000 | ||
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 |
Stockholders' Equity - Share Re
Stockholders' Equity - Share Repurchase Program (Details) - USD ($) $ in Millions | 52 Months Ended | |||
Jun. 30, 2024 | Dec. 07, 2021 | Dec. 06, 2021 | Mar. 12, 2020 | |
Stockholders' Equity Note [Abstract] | ||||
Approved share repurchase program | $ 50 | $ 30 | $ 30 | |
Stock repurchase program total stock repurchased | 9,387,340 | |||
Amount utilized under the repurchase plan | $ 23.5 | |||
Authorized funds remaining under the Repurchase Program | $ 26.5 |
Stockholders' Equity - Stonepea
Stockholders' Equity - Stonepeak Warrant (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2024 | Dec. 12, 2023 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value of warrant | $ 29,000 | |||
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] | ||||
Warrant outstanding term | 8 years 6 months | |||
Fair value of warrant | $ 42,400,000 | |||
Increase in number of warrants | 17,040 | |||
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 | $ 5.50 | $ 5.50 | |
Increase in number of warrants | 8,520 | |||
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 | $ 6.50 | $ 6.50 | |
Increase in number of warrants | 8,520 |
Stockholders' Equity - Stonep_2
Stockholders' Equity - Stonepeak Warrant Activity (Details) - Stonepeak Warrant | 6 Months Ended |
Jun. 30, 2024 USD ($) shares | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Outstanding and unvested Beginning Balance | $ | $ 20,000,000 |
Granted | shares | 17,040 |
Exercised | shares | 0 |
Outstanding and unvested as of Ending Balance | $ | $ 20,017,040 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 758 | $ (55) | $ 580 | $ (119) |
Income tax benefit | (758) | $ 55 | (580) | $ 119 |
Unrecognized tax benefits, increase from portion of AFTC revenue offset by the fuel tax | 2,700 | |||
Alternative fuel tax credit | $ 9,300 | $ 9,300 |
Commitments and Contingencies -
Commitments and Contingencies - Long-Term Take-or-Pay Natural Gas Purchase Contracts (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Jan. 08, 2024 | Sep. 30, 2023 | Nov. 07, 2022 |
2022 Note Purchase Agreement | ||||
Fixed commitments under the contract payable in future | ||||
Amount of funding commitment | $ 5.5 | |||
Amount Funded | $ 5.5 | |||
Promissory notes interest rate | 7% | |||
2024 Note Purchase Agreement | ||||
Fixed commitments under the contract payable in future | ||||
Amount of funding commitment | $ 10 | |||
Amount Funded | $ 3.5 | |||
Promissory notes interest rate | 8% | |||
Natural Gas Supply Agreement | ||||
Fixed commitments under the contract payable in future | ||||
Remainder of 2024 | 1.3 | |||
2025 | $ 1.5 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Leases | ||||
Sales-type lease, interest income | $ 0.1 | $ 0.1 | $ 0.2 | $ 0.2 |
Leases - Maturities of Lease Re
Leases - Maturities of Lease Receivables (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Fiscal year: | |
Remainder of 2024 | $ 481 |
2025 | 962 |
2026 | 985 |
2027 | 1,105 |
2028 | 515 |
Thereafter | 703 |
Total minimum lease payments | 4,751 |
Less amount representing interest | (925) |
Present value of lease receivables | $ 3,826 |
Alternative Fuel Excise Tax Cre
Alternative Fuel Excise Tax Credit (Details) | Jan. 01, 2022 $ / gal |
Volumetric Excise Tax Credit Disclosure [Abstract] | |
Federal alternative fuels tax credit - CNG (in dollars per gasoline gallon equivalent) | 0.50 |
Federal alternative fuels tax credit - LNG (in dollars per liquid gallon) | 0.50 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | |||||
Outstanding balance | $ 262,955 | $ 262,955 | $ 261,161 | ||
Related Party | TOTALEnergies S.E. | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from related party | $ 1,400 | ||||
Related Party | SAFE&CEC S.r.l. | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from related party | $ 100 | 300 | |||
Receivables from related party | 500 | 500 | 300 | ||
Payable to related parties | 8,100 | ||||
Outstanding balance | 3,400 | 3,400 | |||
Related Party | Management Fee for Services | TotalEnergies JV and bpJV | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from related party | 800 | 500 | 1,600 | 900 | |
Receivables from related party | 700 | 700 | 300 | ||
Related Party | Business Expenses Reimbursement | TOTALEnergies S.E. | |||||
Related Party Transaction [Line Items] | |||||
Related party expense | 1,600 | 1,800 | 3,200 | 2,500 | |
Related Party | Business Expenses Reimbursement | SAFE&CEC S.r.l. | |||||
Related Party Transaction [Line Items] | |||||
Related party expense | 6,200 | 2,500 | 9,200 | ||
Related Party | Business Expenses Reimbursement | TotalEnergies JV and bpJV | |||||
Related Party Transaction [Line Items] | |||||
Receivables from related party | 600 | 600 | 700 | ||
Related party expense | 800 | 100 | 1,200 | ||
Related Party | Management Fee for Services & Business Expenses Reimbursement | TotalEnergies JV and bpJV | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from related party | 1,000 | 2,700 | 1,900 | 3,000 | |
Related party expense | 0 | 0 | |||
Related Party | Sharing of Environmental Credits | TotalEnergies JV and bpJV | |||||
Related Party Transaction [Line Items] | |||||
Related party expense | 1,200 | 2,300 | |||
Payable to related parties | 400 | 400 | 600 | ||
Other Equity Method Investees | Rimere | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from related party | 0 | 0 | |||
Receivables from related party | 100 | 100 | 0 | ||
Other Equity Method Investees | Management Fee for Services | Rimere | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from related party | 200 | 200 | 300 | 300 | |
Receivables from related party | 100 | 100 | 700 | ||
Other Equity Method Investees | Loan Commitment | Rimere | |||||
Related Party Transaction [Line Items] | |||||
Amount provided for funding in certain equity method investee | 0 | $ 1,200 | 3,500 | $ 2,300 | |
Other Equity Method Investees | Loan Commitment | Convertible promissory note | Rimere | |||||
Related Party Transaction [Line Items] | |||||
Receivables from related party | 3,500 | 3,500 | $ 2,300 | ||
Other Equity Method Investees | Equipment Sold | Rimere | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from related party | $ 100 | $ 100 |