10-Q: Quarterly report pursuant to Section 13 or 15(d)
Published on August 7, 2024
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 |
(Nasdaq Global Select Market) |
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.
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 July 31, 2024, 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 rights to Clean Energy™. 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, |
June 30, |
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2023 |
2024 |
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Assets |
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Current assets: |
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Cash, cash equivalents and current portion of restricted cash |
$ |
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$ |
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Short-term investments |
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Accounts receivable, net of allowance of $ |
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Other receivables |
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Inventory |
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Prepaid expenses and other current assets |
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Total current assets |
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Operating lease right-of-use assets |
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Land, property and equipment, net |
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Notes receivable and other long-term assets, net |
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Investments in other entities |
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Goodwill |
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Intangible assets, net |
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Total assets |
$ |
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$ |
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Liabilities and Stockholders' Equity |
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Current liabilities: |
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Current portion of debt |
$ |
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$ |
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Current portion of finance lease obligations |
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Current portion of operating lease obligations |
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Accounts payable |
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Accrued liabilities |
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Deferred revenue |
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Derivative liabilities, related party |
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Total current liabilities |
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Long-term portion of debt |
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Long-term portion of finance lease obligations |
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Long-term portion of operating lease obligations |
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Other long-term liabilities |
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Total liabilities |
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Commitments and contingencies (Note 17) |
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Stockholders’ equity: |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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( |
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( |
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Accumulated other comprehensive loss |
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( |
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( |
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Total Clean Energy Fuels Corp. stockholders’ equity |
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Noncontrolling interest in subsidiary |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
$ |
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$ |
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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 |
Six Months Ended |
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June 30, |
June 30, |
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2023 |
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2024 |
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2023 |
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2024 |
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Revenue: |
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Product revenue |
$ |
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$ |
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$ |
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$ |
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Service revenue |
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Total revenue |
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Operating expenses: |
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Cost of sales (exclusive of depreciation and amortization shown separately below): |
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Product cost of sales |
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Service cost of sales |
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Selling, general and administrative |
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Depreciation and amortization |
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Total operating expenses |
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Operating loss |
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( |
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( |
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( |
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( |
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Interest expense |
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( |
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( |
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( |
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( |
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Interest income |
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Other income (expense), net |
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( |
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Loss from equity method investments |
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( |
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( |
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( |
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( |
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Loss before income taxes |
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( |
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( |
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( |
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( |
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Income tax (expense) benefit |
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( |
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( |
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Net loss |
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( |
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( |
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( |
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( |
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Loss attributable to noncontrolling interest |
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Net loss attributable to Clean Energy Fuels Corp. |
$ |
( |
$ |
( |
$ |
( |
$ |
( |
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Net loss attributable to Clean Energy Fuels Corp. per share: |
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Basic and diluted |
( |
( |
( |
( |
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Weighted-average common shares outstanding: |
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Basic and diluted |
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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 |
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June 30, |
June 30, |
June 30, |
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|
2023 |
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2024 |
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2023 |
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2024 |
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2023 |
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2024 |
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Net loss |
$ |
( |
$ |
( |
$ |
( |
$ |
( |
$ |
( |
$ |
( |
||||||
Other comprehensive income (loss), net of tax: |
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Foreign currency translation adjustments, net of $ |
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( |
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( |
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Unrealized gains (losses) on available-for-sale securities, net of $ |
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( |
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( |
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Total other comprehensive income (loss) |
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( |
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( |
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Comprehensive loss |
$ |
( |
$ |
( |
$ |
( |
$ |
( |
$ |
( |
$ |
( |
Clean Energy Fuels Corp. |
Noncontrolling Interest |
Total |
||||||||||||||||
Six Months Ended |
Six Months Ended |
Six Months Ended |
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June 30, |
June 30, |
June 30, |
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|
2023 |
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2024 |
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2023 |
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2024 |
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2023 |
|
2024 |
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Net loss |
$ |
( |
$ |
( |
$ |
( |
$ |
( |
$ |
( |
$ |
( |
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Other comprehensive income (loss), net of tax: |
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Foreign currency translation adjustments, net of $ |
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( |
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( |
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Unrealized gains (losses) on available-for-sale securities, net of $ |
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( |
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( |
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Total other comprehensive income (loss) |
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( |
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( |
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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; Unaudited)
Accumulated |
||||||||||||||||||||
Additional |
Other |
Noncontrolling |
Total |
|||||||||||||||||
Common Stock |
Paid-In |
Accumulated |
Comprehensive |
Interest in |
Stockholders’ |
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Shares |
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Amount |
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Capital |
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Deficit |
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Loss |
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Subsidiary |
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Equity |
|||||||
Balance, December 31, 2022 |
|
|
$ |
|
$ |
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$ |
( |
$ |
( |
$ |
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$ |
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||||||
Issuance of common stock |
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— |
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— |
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— |
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— |
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Shares withheld related to net share settlement |
|
— |
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— |
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( |
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— |
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— |
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— |
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( |
||||||
Stock-based compensation |
|
— |
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— |
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— |
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— |
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— |
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||||||
Stock-based sales incentive charges |
|
— |
— |
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— |
— |
— |
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|||||||||||
Net loss |
|
— |
|
— |
|
— |
|
( |
|
— |
|
( |
|
( |
||||||
Other comprehensive income |
|
— |
|
— |
|
— |
|
— |
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— |
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||||||
Balance, March 31, 2023 |
|
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( |
( |
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||||||||||||
Issuance of common stock |
|
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— |
|
— |
— |
— |
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|||||||||||
Stock-based compensation |
|
— |
— |
|
— |
— |
— |
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|||||||||||
Stock-based sales incentive charges |
|
— |
— |
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— |
— |
— |
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|||||||||||
Net loss |
|
— |
— |
— |
( |
— |
( |
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( |
|||||||||||
Other comprehensive income |
|
— |
— |
— |
— |
|
— |
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|||||||||||
Balance, June 30, 2023 |
|
|
$ |
|
$ |
|
$ |
( |
$ |
( |
$ |
|
$ |
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Accumulated |
||||||||||||||||||||
Additional |
Other |
Noncontrolling |
Total |
|||||||||||||||||
Common Stock |
Paid-In |
Accumulated |
Comprehensive |
Interest in |
Stockholders’ |
|||||||||||||||
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Shares |
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Amount |
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Capital |
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Deficit |
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Loss |
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Subsidiary |
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Equity |
|||||||
Balance, December 31, 2023 |
|
|
$ |
|
$ |
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$ |
( |
$ |
( |
$ |
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$ |
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||||||
Issuance of common stock |
|
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— |
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— |
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— |
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— |
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||||||
Shares withheld related to net share settlement |
— |
— |
( |
— |
— |
— |
( |
|||||||||||||
Stock-based compensation |
|
— |
|
— |
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— |
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— |
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— |
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Stock-based sales incentive charges |
— |
— |
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— |
— |
— |
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|||||||||||||
Net loss |
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— |
|
— |
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— |
|
( |
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— |
|
( |
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( |
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Other comprehensive loss |
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— |
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— |
|
— |
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— |
|
( |
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— |
|
( |
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Balance, March 31, 2024 |
|
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( |
( |
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||||||||||||
Issuance of common stock |
|
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— |
|
— |
|
— |
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— |
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— |
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— |
||||||
Stock-based compensation |
— |
— |
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— |
— |
— |
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|||||||||||||
Stock-based sales incentive charges |
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— |
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— |
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|
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— |
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— |
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— |
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||||||
Issuance of common stock warrants |
— |
— |
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— |
— |
— |
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|||||||||||||
Net loss |
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— |
|
— |
|
— |
|
( |
|
— |
|
( |
|
( |
||||||
Other comprehensive loss |
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— |
|
— |
|
— |
|
— |
|
( |
|
— |
|
( |
||||||
Balance, June 30, 2024 |
|
|
$ |
|
$ |
|
$ |
( |
$ |
( |
$ |
|
$ |
|
See accompanying notes to condensed consolidated financial statements.
6
Clean Energy Fuels Corp. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands; Unaudited)
Six Months Ended June 30, |
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2023 |
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2024 |
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Cash flows from operating activities: |
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Net loss |
$ |
( |
$ |
( |
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
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Depreciation and amortization |
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Provision for credit losses and inventory |
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Stock-based compensation expense |
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Stock-based sales incentive charges |
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Change in fair value of derivative instruments |
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( |
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( |
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Amortization of discount, debt issuance cost and Section 30C tax credit |
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( |
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( |
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Loss (gain) on disposal of property and equipment |
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( |
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Asset impairments and other charges |
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Loss from equity method investments |
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Non-cash lease expense |
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Deferred income taxes |
( |
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Accretion of ARO liabilities |
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Changes in operating assets and liabilities: |
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Accounts and other receivables |
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Inventory |
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( |
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( |
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Prepaid expenses and other assets |
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( |
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Operating lease liabilities |
( |
( |
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Accounts payable |
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( |
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( |
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Deferred revenue |
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( |
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Accrued liabilities and other |
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( |
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( |
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Net cash provided by (used in) operating activities |
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( |
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Cash flows from investing activities: |
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Purchases of short-term investments |
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( |
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( |
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Maturities and sales of short-term investments |
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Payment and deposits on equipment and manure rights for ADG RNG production projects |
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( |
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( |
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Purchases of and deposits on property and equipment |
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( |
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( |
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Grant proceeds for capital projects |
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Proceeds received for joint development and construction of station projects |
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Disbursements for loans receivable |
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( |
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( |
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Proceeds from paydowns, maturities, and sales of loans receivable |
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Investments in other entities |
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( |
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( |
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Advance to DR JV |
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( |
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Proceeds from settlement of insurance claims |
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Proceeds from disposal of property and equipment |
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Net cash (used in) investing activities |
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( |
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( |
|
Cash flows from financing activities: |
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Issuance of common stock |
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Payment of tax withholdings on net settlement of equity awards |
( |
( |
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Fees paid for lender and debt issuance costs |
( |
( |
|||
Proceeds for Adopt-A-Port program |
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Repayment of proceeds for Adopt-A-Port program |
( |
( |
|||
Proceeds from debt instruments |
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