August 7, 2024 - 10-Q: Quarterly report pursuant to Section 13 or 15(d)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-33480

CLEAN ENERGY FUELS CORP.

(Exact name of registrant as specified in its charter)

Delaware	33-0968580
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4675 MacArthur Court, Suite 800, Newport Beach, CA 92660

(Address of principal executive offices, including zip code)

(949) 437-1000

(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

Common stock, $0.0001 par value per share

CLNE

The Nasdaq Stock Market LLC

(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. Yes ☒ No ☐

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). Yes ☒ No ☐

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 ☒	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 ☐ No ☒

As of July 31, 2024, there were 223,427,400 shares of the registrant’s common stock, par value $0.0001 per share, issued and outstanding.

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CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES

INDEX

Table of Contents

PART I.—FINANCIAL INFORMATION	3
Item 1.—Financial Statements (Unaudited)	3
Item 2.—Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3.—Quantitative and Qualitative Disclosures about Market Risk	45
Item 4.—Controls and Procedures	46

PART II.—OTHER INFORMATION	47
Item 1.—Legal Proceedings	47
Item 1A.—Risk Factors	47
Item 2.—Unregistered Sales of Equity Securities and Use of Proceeds	60
Item 3.—Defaults Upon Senior Securities	60
Item 4.—Mine Safety Disclosures	60
Item 5.—Other Information	60
Item 6.—Exhibits	60

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.

Table of Contents

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,
	2023		2024
Assets
Current assets:
Cash, cash equivalents and current portion of restricted cash	$	106,963	$	125,142
Short-term investments		158,186		126,212
Accounts receivable, net of allowance of $1,475 and $1,643 as of December 31, 2023 and June 30, 2024, respectively		98,426		92,108
Other receivables		19,770		25,041
Inventory		45,335		49,406
Prepaid expenses and other current assets		41,495		32,975
Total current assets		470,175		450,884
Operating lease right-of-use assets		92,324		99,673
Land, property and equipment, net		331,758		340,278
Notes receivable and other long-term assets, net		35,735		34,501
Investments in other entities		258,773		250,257
Goodwill		64,328		64,328
Intangible assets, net		6,365		6,365
Total assets	$	1,259,458	$	1,246,286
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of debt	$	38	$	43
Current portion of finance lease obligations		1,758		1,923
Current portion of operating lease obligations		6,687		7,678
Accounts payable		56,995		33,842
Accrued liabilities		91,534		91,158
Deferred revenue		4,936		7,794
Derivative liabilities, related party		1,875		—
Total current liabilities		163,823		142,438
Long-term portion of debt		261,123		262,912
Long-term portion of finance lease obligations		1,839		1,534
Long-term portion of operating lease obligations		89,065		96,962
Other long-term liabilities		9,961		12,869
Total liabilities		525,811		516,715
Commitments and contingencies (Note 17)
Stockholders’ equity:
Preferred stock, $0.0001 par value. 1,000,000 shares authorized; no shares issued and outstanding		—		—
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		1,658,339		1,690,762
Accumulated deficit		(929,472)		(964,208)
Accumulated other comprehensive loss		(2,119)		(3,535)
Total Clean Energy Fuels Corp. stockholders’ equity		726,770		723,041
Noncontrolling interest in subsidiary		6,877		6,530
Total stockholders’ equity		733,647		729,571
Total liabilities and stockholders’ equity	$	1,259,458	$	1,246,286

See accompanying notes to condensed consolidated financial statements.

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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
	June 30,				June 30,
	2023		2024		2023		2024
Revenue:
Product revenue	$	75,629	$	82,960	$	195,356	$	172,374
Service revenue		14,919		14,994		27,375		29,289
Total revenue		90,548		97,954		222,731		201,663
Operating expenses:
Cost of sales (exclusive of depreciation and amortization shown separately below):
Product cost of sales		55,570		53,914		175,228		120,339
Service cost of sales		8,592		10,026		16,202		19,202
Selling, general and administrative		28,548		28,342		58,197		54,579
Depreciation and amortization		10,893		11,264		21,571		22,446
Total operating expenses		103,603		103,546		271,198		216,566
Operating loss		(13,055)		(5,592)		(48,467)		(14,903)
Interest expense		(4,365)		(7,921)		(8,719)		(15,683)
Interest income		2,766		3,639		5,483		7,218
Other income (expense), net		28		(40)		71		58
Loss from equity method investments		(1,915)		(5,795)		(3,805)		(11,193)
Loss before income taxes		(16,541)		(15,709)		(55,437)		(34,503)
Income tax (expense) benefit		55		(758)		119		(580)
Net loss		(16,486)		(16,467)		(55,318)		(35,083)
Loss attributable to noncontrolling interest		185		174		320		347
Net loss attributable to Clean Energy Fuels Corp.	$	(16,301)	$	(16,293)	$	(54,998)	$	(34,736)
Net loss attributable to Clean Energy Fuels Corp. per share:
Basic and diluted	$	(0.07)	$	(0.07)	$	(0.25)	$	(0.16)
Weighted-average common shares outstanding:
Basic and diluted		222,908,402		223,289,936		222,813,286		223,250,123

See accompanying notes to condensed consolidated financial statements.

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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
	June 30,				June 30,				June 30,
	2023		2024		2023		2024		2023		2024
Net loss	$	(16,301)	$	(16,293)	$	(185)	$	(174)	$	(16,486)	$	(16,467)

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net of $0 tax in 2023 and 2024		585		(527)		—		—		585		(527)
Unrealized gains (losses) on available-for-sale securities, net of $0 tax in 2023 and 2024		1,113		(14)		—		—		1,113		(14)
Total other comprehensive income (loss)		1,698		(541)		—		—		1,698		(541)
Comprehensive loss	$	(14,603)	$	(16,834)	$	(185)	$	(174)	$	(14,788)	$	(17,008)


	Clean Energy Fuels Corp.				Noncontrolling Interest				Total
	Six Months Ended				Six Months Ended				Six Months Ended
	June 30,				June 30,				June 30,
	2023		2024		2023		2024		2023		2024
Net loss	$	(54,998)	$	(34,736)	$	(320)	$	(347)	$	(55,318)	$	(35,083)

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments, net of $0 tax in 2023 and 2024		1,046		(1,336)		—		—		1,046		(1,336)
Unrealized gains (losses) on available-for-sale securities, net of $0 tax in 2023 and 2024		1,357		(80)		—		—		1,357		(80)
Total other comprehensive income (loss)		2,403		(1,416)		—		—		2,403		(1,416)
Comprehensive loss	$	(52,595)	$	(36,152)	$	(320)	$	(347)	$	(52,915)	$	(36,499)

See accompanying notes to condensed consolidated financial statements.

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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’
	Shares	Amount		Capital		Deficit		Loss		Subsidiary		Equity
Balance, December 31, 2022	222,437,429	$	22	$	1,553,668	$	(829,975)	$	(3,722)	$	7,478	$	727,471
Issuance of common stock	470,351		—		332		—		—		—		332
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	—		—		—		—		705		—		705
Balance, March 31, 2023	222,907,780		22		1,568,093		(868,672)		(3,017)		7,343		703,769
Issuance of common stock	2,277		—		3		—		—		—		3
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	—		—		—		—		1,698		—		1,698
Balance, June 30, 2023	222,910,057	$	22	$	1,582,009	$	(884,973)	$	(1,319)	$	7,158	$	702,897


								Accumulated
				Additional				Other		Noncontrolling		Total
	Common Stock			Paid-In		Accumulated		Comprehensive		Interest in		Stockholders’
	Shares	Amount		Capital		Deficit		Loss		Subsidiary		Equity
Balance, December 31, 2023	223,026,966	$	22	$	1,658,339	$	(929,472)	$	(2,119)	$	6,877	$	733,647
Issuance of common stock	236,089		—		231		—		—		—		231
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 loss	—		—		—		—		(875)		—		(875)
Balance, March 31, 2024	223,263,055		22		1,673,792		(947,915)		(2,994)		6,704		729,609
Issuance of common stock	69,447		—		—		—		—		—		—
Stock-based compensation	—		—		2,862		—		—		—		2,862
Stock-based sales incentive charges	—		—		14,079		—		—		—		14,079
Issuance of common stock warrants	—		—		29		—		—		—		29
Net loss	—		—		—		(16,293)		—		(174)		(16,467)
Other comprehensive loss	—		—		—		—		(541)		—		(541)
Balance, June 30, 2024	223,332,502	$	22	$	1,690,762	$	(964,208)	$	(3,535)	$	6,530	$	729,571

See accompanying notes to condensed consolidated financial statements.

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Clean Energy Fuels Corp. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands; Unaudited)


		Six Months Ended June 30,
	2023		2024
Cash flows from operating activities:
Net loss	$	(55,318)	$	(35,083)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		21,571		22,446
Provision for credit losses and inventory		1,006		628
Stock-based compensation expense		12,189		5,491
Stock-based sales incentive charges		27,652		26,976
Change in fair value of derivative instruments		(1,068)		(1,683)
Amortization of discount, debt issuance cost and Section 30C tax credit		(2,190)		(1,239)
Loss (gain) on disposal of property and equipment		(101)		497
Asset impairments and other charges		333		—
Loss from equity method investments		3,805		11,193
Non-cash lease expense		2,919		4,516
Deferred income taxes		(165)		534
Accretion of ARO liabilities		149		180
Changes in operating assets and liabilities:
Accounts and other receivables		16,518		4,177
Inventory		(3,489)		(4,714)
Prepaid expenses and other assets		(6,956)		5,599
Operating lease liabilities		(2,075)		(2,977)
Accounts payable		(6,351)		(17,276)
Deferred revenue		(1,050)		2,820
Accrued liabilities and other		(14,341)		(730)
Net cash provided by (used in) operating activities		(6,962)		21,355
Cash flows from investing activities:
Purchases of short-term investments		(186,273)		(408,899)
Maturities and sales of short-term investments		190,500		444,337
Payment and deposits on equipment and manure rights for ADG RNG production projects		(15,080)		(4,259)
Purchases of and deposits on property and equipment		(42,754)		(32,147)
Grant proceeds for capital projects		1,947		952
Proceeds received for joint development and construction of station projects		1,172		1,028
Disbursements for loans receivable		(2,340)		(5,397)
Proceeds from paydowns, maturities, and sales of loans receivable		1,612		272
Investments in other entities		(5,500)		(165)
Advance to DR JV		(5,500)		—
Proceeds from settlement of insurance claims		—		314
Proceeds from disposal of property and equipment		198		42
Net cash (used in) investing activities		(62,018)		(3,922)
Cash flows from financing activities:
Issuance of common stock		335		36
Payment of tax withholdings on net settlement of equity awards		(175)		(304)
Fees paid for lender and debt issuance costs		(1,440)		(845)
Proceeds for Adopt-A-Port program		150		3,390
Repayment of proceeds for Adopt-A-Port program		(705)		(792)
Proceeds from debt instruments		255		—

Form: 10-Q

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