UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Mark One)
For the quarterly period ended
OR
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
(Address of principal executive offices, including zip code)
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
The Nasdaq Select Market LLC ( |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | |
Non-accelerated filer ☐ | Smaller reporting company |
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of October 30, 2020, there were
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
INDEX
Table of Contents
Unless the context indicates otherwise, all references to “Clean Energy,” the “Company,” “we,” “us,” or “our” in this report refer to Clean Energy Fuels Corp. together with its consolidated subsidiaries.
This report contains forward-looking statements. See the cautionary note regarding these statements in Part I, Item 2.-Management’s Discussion and Analysis of Financial Condition and Results of Operations of this report.
We own registered or unregistered trademark or service mark rights to Redeem™, NGV Easy Bay™, Clean Energy™, Clean Energy Renewables™, and Clean Energy Cryogenics™. Although we do not use the “®” or “™” symbol in each instance in which one of our trademarks appears in this report, this should not be construed as any indication that we will not assert our rights thereto to the fullest extent under applicable law. Any other service marks, trademarks and trade names appearing in this report are the property of their respective owners.
2
PART I.—FINANCIAL INFORMATION
Item 1.—Financial Statements (Unaudited)
Clean Energy Fuels Corp. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except share and per share data; Unaudited)
December 31, | September 30, | |||||
2019 | 2020 | |||||
Assets | ||||||
Current assets: |
|
|
|
| ||
Cash, cash equivalents and current portion of restricted cash | $ | | $ | | ||
Short-term investments |
| |
| | ||
Accounts receivable, net of allowance of $ |
| |
| | ||
Other receivables |
| |
| | ||
Inventory |
| |
| | ||
Prepaid expenses and other current assets |
| |
| | ||
Derivative assets, related party |
| — |
| | ||
Total current assets |
| |
| | ||
Operating lease right-of-use assets | | | ||||
Land, property and equipment, net |
| |
| | ||
Long-term portion of restricted cash |
| |
| | ||
Notes receivable and other long-term assets, net |
| |
| | ||
Long-term portion of derivative assets, related party |
| |
| | ||
Investments in other entities |
| |
| | ||
Goodwill |
| |
| | ||
Intangible assets, net |
| |
| | ||
Total assets | $ | | $ | | ||
Liabilities and Stockholders' Equity |
|
|
|
| ||
Current liabilities: |
|
|
|
| ||
Current portion of debt | $ | | $ | | ||
Current portion of finance lease obligations | | | ||||
Current portion of operating lease obligations | | | ||||
Accounts payable |
| |
| | ||
Accrued liabilities |
| |
| | ||
Deferred revenue |
| |
| | ||
Derivative liabilities, related party | | — | ||||
Total current liabilities |
| |
| | ||
Long-term portion of debt | | | ||||
Long-term portion of finance lease obligations | | | ||||
Long-term portion of operating lease obligations | | | ||||
Other long-term liabilities |
| |
| | ||
Total liabilities |
| |
| | ||
Commitments and contingencies (Note 17) |
|
|
|
| ||
Stockholders’ equity: |
|
|
|
| ||
Preferred stock, $ |
| |
| | ||
Common stock, $ |
| |
| | ||
Additional paid-in capital |
| |
| | ||
Accumulated deficit |
| ( |
| ( | ||
Accumulated other comprehensive loss |
| ( |
| ( | ||
Total Clean Energy Fuels Corp. stockholders’ equity |
| |
| | ||
Noncontrolling interest in subsidiary |
| |
| | ||
Total stockholders’ equity |
| |
| | ||
Total liabilities and stockholders’ equity | $ | | $ | |
See accompanying notes to condensed consolidated financial statements.
3
Clean Energy Fuels Corp. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except share and per share data; Unaudited)
Three Months Ended | Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
|
| 2019 |
| 2020 |
| 2019 |
| 2020 | ||||
Revenue: |
|
|
|
|
|
|
|
| ||||
Product revenue | $ | | $ | | $ | | $ | | ||||
Service revenue |
| |
| |
| |
| | ||||
Total revenue |
| |
| |
| |
| | ||||
Operating expenses: |
|
|
|
|
|
|
|
| ||||
Cost of sales (exclusive of depreciation and amortization shown separately below): |
|
|
|
|
|
|
|
| ||||
Product cost of sales |
| |
| |
| |
| | ||||
Service cost of sales |
| |
| |
| |
| | ||||
Change in fair value of derivative warrants |
| ( |
| — |
| |
| ( | ||||
Selling, general and administrative |
| |
| |
| |
| | ||||
Depreciation and amortization |
| |
| |
| |
| | ||||
Total operating expenses |
| |
| |
| |
| | ||||
Operating loss |
| ( |
| ( |
| ( |
| ( | ||||
Interest expense |
| ( |
| ( |
| ( |
| ( | ||||
Interest income |
| |
| |
| |
| | ||||
Other income, net |
| |
| |
| |
| | ||||
Income (loss) from equity method investments |
| |
| ( |
| ( |
| ( | ||||
Loss before income taxes |
| ( |
| ( |
| ( |
| ( | ||||
Income tax expense |
| ( |
| ( |
| ( |
| ( | ||||
Net loss |
| ( |
| ( |
| ( |
| ( | ||||
Loss attributable to noncontrolling interest |
| |
| |
| |
| | ||||
Net loss attributable to Clean Energy Fuels Corp. | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Net loss attributable to Clean Energy Fuels Corp. per share: |
|
|
|
|
|
|
|
| ||||
Basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Weighted-average common shares outstanding: |
|
|
|
|
|
|
|
| ||||
Basic and diluted |
| |
| |
| |
| |
See accompanying notes to condensed consolidated financial statements.
4
Clean Energy Fuels Corp. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Loss
(In thousands; Unaudited)
Clean Energy Fuels Corp. | Noncontrolling Interest | Total | ||||||||||||||||
Three Months Ended | Three Months Ended | Three Months Ended | ||||||||||||||||
September 30, | September 30, | September 30, | ||||||||||||||||
| 2019 |
| 2020 |
| 2019 |
| 2020 |
| 2019 |
| 2020 | |||||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
Other comprehensive income (loss), net of tax: |
|
|
|
|
|
|
|
|
| |||||||||
Foreign currency translation adjustments, net of $ |
| ( |
| |
| — |
| — |
| ( |
| | ||||||
Unrealized gains (losses) on available-for-sale securities, net of $ |
| |
| ( |
| — |
| — |
| |
| ( | ||||||
Total other comprehensive income (loss) |
| ( |
| |
| — |
| — |
| ( |
| | ||||||
Comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( |
Clean Energy Fuels Corp. | Noncontrolling Interest | Total | ||||||||||||||||
Nine Months Ended | Nine Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | September 30, | ||||||||||||||||
| 2019 |
| 2020 |
| 2019 |
| 2020 |
| 2019 |
| 2020 | |||||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
Other comprehensive income (loss), net of tax: |
|
|
|
|
|
|
| |||||||||||
Foreign currency translation adjustments, net of $ |
| |
| ( |
| — |
| — |
| |
| ( | ||||||
Unrealized gains on available-for-sale securities, net of $ |
| |
| |
| — |
| — |
| |
| | ||||||
Total other comprehensive income (loss) |
| |
| ( |
| — |
| — |
| |
| ( | ||||||
Comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( |
See accompanying notes to condensed consolidated financial statements.
5
Clean Energy Fuels Corp. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
(In thousands; except share data)
Accumulated | ||||||||||||||||||||
Additional | Other | Noncontrolling | Total | |||||||||||||||||
Common Stock | Paid-In | Accumulated | Comprehensive | Interest in | Stockholders’ | |||||||||||||||
| Shares |
| Amount |
| Capital |
| Deficit |
| Loss |
| Subsidiary |
| Equity | |||||||
Balance, December 31, 2018 |
| | $ | | $ | | $ | ( | $ | ( | $ | | $ | | ||||||
Issuance of common stock |
| |
| — |
| |
| — |
| — |
| — |
| | ||||||
Stock-based compensation |
| — |
| — |
| |
| — |
| — |
| — |
| | ||||||
Net loss |
| — |
| — |
| — |
| ( |
| — |
| ( |
| ( | ||||||
Other comprehensive income |
| — |
| — |
| — |
| — |
| |
| — |
| | ||||||
Increase in ownership in subsidiary | — | — | | — | — | ( | — | |||||||||||||
Balance, March 31, 2019 |
| | | | ( | ( | | | ||||||||||||
Issuance of common stock |
| |
| — |
| |
| — |
| — |
| — |
| | ||||||
Stock-based compensation |
| — |
| — |
| |
| — |
| — |
| — |
| | ||||||
Net loss |
| — |
| — |
| — |
| ( |
| — |
| ( |
| ( | ||||||
Other comprehensive income |
| — |
| — |
| — |
| — |
| |
| — |
| | ||||||
Balance, June 30, 2019 |
| |
| |
| |
| ( |
| ( |
| |
| | ||||||
Issuance of common stock |
| | — | | — | — | — |
| | |||||||||||
Stock-based compensation |
| — | — | | — | — | — |
| | |||||||||||
Net loss |
| — | — | — | ( | — | ( |
| ( | |||||||||||
Other comprehensive loss |
| — | — | — | — | ( | — |
| ( | |||||||||||
Balance, September 30, 2019 |
| | $ | | $ | | $ | ( | $ | ( | $ | | $ | |
Accumulated | ||||||||||||||||||||
Additional | Other | Noncontrolling | Total | |||||||||||||||||
Common Stock | Paid-In | Accumulated | Comprehensive | Interest in | Stockholders’ | |||||||||||||||
| Shares |
| Amount |
| Capital |
| Deficit |
| Loss |
| Subsidiary |
| Equity | |||||||
Balance, December 31, 2019 |
| | $ | | $ | | $ | ( | $ | ( | $ | | $ | | ||||||
Issuance of common stock |
| |
| — |
| |
| — |
| — |
| — |
| | ||||||
Repurchase of common stock | ( | — | ( | — | — | — | ( | |||||||||||||
Stock-based compensation |
| — |
| — |
| |
| — |
| — |
| — |
| | ||||||
Net income (loss) |
| — |
| — |
| — |
| |
| — |
| ( |
| | ||||||
Other comprehensive loss |
| — |
| — |
| — |
| — |
| ( |
| — |
| ( | ||||||
Increase in ownership in subsidiary |
| — |
| — |
| ( |
| — |
| — |
| |
| — | ||||||
Balance, March 31, 2020 |
| | | | ( | ( | | | ||||||||||||
Issuance of common stock |
| |
| — |
| |
| — |
| — |
| — |
| | ||||||
Repurchase of common stock | ( | — | ( | — | — | — | ( | |||||||||||||
Stock-based compensation |
| — |
| — |
| |
| — |
| — |
| — |
| | ||||||
Net loss |
| — |
| — |
| — |
| ( |
| — |
| ( |
| ( | ||||||
Other comprehensive income |
| — |
| — |
| — |
| — |
| |
| — |
| | ||||||
Balance, June 30, 2020 |
| |
| |
| |
| ( |
| ( |
| |
| | ||||||
Issuance of common stock |
| |
| — |
| |
| — |
| — |
| — |
| | ||||||
Repurchase of common stock | ( | — | ( | — | — | — | ( | |||||||||||||
Stock-based compensation |
| — |
| — |
| |
| — |
| — |
| — |
| | ||||||
Net loss |
| — |
| — |
| — |
| ( |
| — |
| ( |
| ( | ||||||
Other comprehensive income |
| — |
| — |
| — |
| — |
| |
| — |
| | ||||||
Balance, September 30, 2020 |
| | $ | | $ | | $ | ( | $ | ( | $ | | $ | |
See accompanying notes to condensed consolidated financial statements.
6
Clean Energy Fuels Corp. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands; Unaudited)
Nine Months Ended | ||||||
September 30, | ||||||
| 2019 |
| 2020 | |||
Cash flows from operating activities: | ||||||
Net loss | $ | ( | $ | ( | ||
Adjustments to reconcile net loss to net cash provided by operating activities: |
|
| ||||
Depreciation and amortization |
| |
| | ||
Provision for credit losses and inventory |
| |
| | ||
Stock-based compensation expense |
| |
| | ||
Change in fair value of derivative instruments |
| |
| ( | ||
Derivative settlement loss | ( | — | ||||
Amortization of discount and debt issuance cost |
| ( |
| ( | ||
Gain on disposal of property and equipment |
| ( |
| ( | ||
Gain from sale of certain assets of subsidiary |
| — |
| ( | ||
Loss from equity method investments |
| |
| | ||
Non-cash lease expense | | | ||||
Deferred income taxes | — | | ||||
Changes in operating assets and liabilities: |
|
|
| |||
Accounts and other receivables |
| |
| | ||
Inventory |
| |
| | ||
Prepaid expenses and other assets |
| ( |
| | ||
Operating lease liabilities | ( | ( | ||||
Accounts payable |
| ( |
| ( | ||
Deferred revenue |
| ( |
| ( | ||
Accrued liabilities and other |
| ( |
| ( | ||
Net cash provided by operating activities |
| |
| | ||
Cash flows from investing activities: |
|
|
|
| ||
Purchases of short-term investments |
| ( |
| ( | ||
Maturities and sales of short-term investments |
| |
| | ||
Purchases of and deposits on property and equipment |
| ( |
| ( | ||
Loans made to customers |
| — |
| ( | ||
Payments on and proceeds from sales of loans receivable |
| |
| | ||
Cash received from sale of certain assets of subsidiary, net |
| |
| | ||
Investments in other entities |
| — |
| ( | ||
Proceeds from disposal of property and equipment |
| |
| | ||
Net cash provided by (used in) investing activities |
| ( |
| | ||
Cash flows from financing activities: |
|
|
|
| ||
Issuances of common stock |
| |
| | ||
Repurchase of common stock | — | ( | ||||
Proceeds from debt instruments |
| |
| | ||
Repayments of debt instruments and finance lease obligations |
| ( |
| ( | ||
Fees paid for debt issuance costs | ( | — | ||||
Net cash used in financing activities |
| ( |
| ( | ||
Effect of exchange rates on cash, cash equivalents and restricted cash |
| |
| ( | ||
Net increase in cash, cash equivalents and restricted cash |
| |
| | ||
Cash, cash equivalents and restricted cash, beginning of period |
| |
| | ||
Cash, cash equivalents and restricted cash, end of period | $ | | $ | | ||
Supplemental disclosure of cash flow information: |
|
|
|
| ||
Income taxes paid | $ | | $ | | ||
Interest paid, net of $ | $ | | $ | |
See accompanying notes to condensed consolidated financial statements.