UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended: December 31, 2024
or
☐
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)
(IRS 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)
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 the 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect
the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any
of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b - 2 of the Act). Yes ☐ No ☒
The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2024, the last business day of the registrant’s most recently
completed second fiscal quarter, was approximately $460,704,631. The treatment of persons as affiliates of the registrant for purposes of this calculation is not, and shall
not be considered, a determination as to whether any such person is an affiliate of the registrant for any other purpose.
As of February 14, 2025, there were 223,605,152 shares of the registrant’s common stock, par value $0.0001 per share, issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement for its 2024 annual meeting of stockholders are incorporated by reference in Part III of this report.
1
Clean Energy Fuels Corp.
Annual Report on Form 10 - K
For the Fiscal Year Ended December 31, 2024
TABLE OF CONTENTS
Page
Cautionary Note Regarding Forward-Looking Statements
2
Part I
3
Item 1.
Business
3
Item 1A. Risk Factors
17
Item 1B. Unresolved Staff Comments
31
Item 1C. Cybersecurity
31
Item 2.
Properties
32
Item 3.
Legal Proceedings
32
Item 4.
Mine Safety Disclosures
32
Part II
33
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
33
Item 6.
[Reserved]
34
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
34
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
52
Item 8.
Financial Statements and Supplementary Data
53
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
111
Item 9A. Controls and Procedures
111
Item 9B. Other Information
111
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
111
Part III
112
Item 10. Directors, Executive Officers and Corporate Governance
112
Item 11. Executive Compensation
112
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
112
Item 13. Certain Relationships and Related Transactions, and Director Independence
112
Item 14. Principal Accountant Fees and Services
112
Part IV
113
Item 15. Exhibits and Financial Statement Schedules
113
Item 16. Form 10-K Summary
113
2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This annual report on Form 10 - K (“this report”) contains “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are statements other than historical facts.
These statements relate to future events or circumstances or our future performance, and they are based on our current
assumptions, expectations and beliefs concerning future developments and their potential effect on our business. In some
cases, you can identify forward-looking statements by the following words: “if,” “may,” “might,” “shall,” “will,” “can,”
“could,” “would,” “should,” “expect,” “intend,” “plan,” “goal,” “objective,” “initiative,” “anticipate,” “believe,”
“estimate,” “predict,” “project,” “forecast,” “potential,” “continue,” “ongoing” or the negative of these terms or other
comparable terminology. The absence of these words, however, does not mean that a statement is not forward-looking.
The forward-looking statements we make in this report include statements about, among other things, our future financial
and operating performance, our growth strategies, including expectations regarding our delivery and sales of RNG (as
defined below), station construction and development, our California Fleet Fund, and sale of U.S. federal, state and local
government credits, and anticipated trends in our industry and our business.
The preceding list is not intended to be an exhaustive list of all of the topics addressed by our forward-looking
statements. Although the forward-looking statements we make reflect our good faith judgment based on available
information, they are only predictions of future events and conditions. Accordingly, our forward-looking statements
involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels
of activity, performance or achievements to be materially different from any future results, levels of activity, performance
or achievements expressed or implied by our forward-looking statements. Factors that might cause or contribute to such
differences include, among others, those discussed in Item 1A. Risk Factors of this report, as such factors may be amended,
supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission (the
“SEC”). In addition, we operate in a competitive and rapidly evolving industry in which new risks emerge from time to
time, and it is not possible for us to predict all of the risks we may face. Nor can we assess the impact of all factors on our
business or the extent to which any factor or combination of factors could cause actual results to differ from our
expectations. As a result of these and other potential risks and uncertainties, our forward-looking statements should not be
relied on or viewed as guarantees of future events or conditions.
All of our forward-looking statements in this report are made only as of the date of this report and, except as required
by law, we undertake no obligation to update publicly any forward-looking statements for any reason, including to conform
these statements to actual results or to changes in our expectations. You should, however, review the factors and risks we
describe in the reports we will file from time to time with the SEC for the most recent information about our forward-
looking statements and the risks and uncertainties related to these statements.
We qualify all of our forward-looking statements by this cautionary note.
* * * * * * *
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 majority and wholly owned subsidiaries.
We own registered or unregistered trademark or service mark rights to Clean Energy™ and Clean Energy
Renewables™. 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.
Investors and others should note that we disseminate information to the public about our Company, our products,
services and other matters through various channels, including our website (www.cleanenergyfuels.com), SEC filings,
press releases, public conference calls and webcasts, in order to achieve broad, non-exclusionary distribution of
information to the public. We encourage investors and others to review the information we make public through these
channels, as such information could be deemed to be material information.
3
PART I
Item 1. Business.
Overview
Clean Energy Fuels Corp., a Delaware corporation, is a leading renewable energy company focused on the
procurement and distribution of renewable natural gas (“RNG”) and conventional natural gas, in the form of compressed
natural gas (“CNG”) and liquefied natural gas (“LNG”), for the United States (“U.S.”) and Canadian transportation
markets. RNG, which is delivered as either CNG or LNG, is created by the recovery and processing of naturally occurring,
environmentally detrimental waste methane (“biogas”) from non-fossil fuel sources – such as dairy and other livestock
waste and landfills – for environmentally beneficial use as a replacement for fossil-based transportation fuels at an
affordable price. Methane is one of the most potent climate-harming greenhouse gases (“GHG”) with a comparative impact
on global warming that is about 28 times more powerful than that of carbon dioxide. We are focused on developing,
owning, and operating dairy and other livestock waste RNG projects and supplying RNG (currently procured from third
party sources and from our anaerobic digester gas (“ADG”) RNG joint venture project with TotalEnergies S.E. (the
“DR JV”) (see Note 3)) to our customers in the heavy and medium-duty commercial transportation sectors. We have
participated in the alternative vehicle fuels industry for over 20 years. We believe we are in a unique position because the
valuable Environmental Credits (as defined below) are generated by the party that dispenses RNG into vehicle fuel tanks,
and we believe we have access to more dispensers than any other market participant.
We believe we were the first organization to sell RNG as a vehicle fuel in the U.S., and sales of our RNG for such
purpose have increased from 13.0 million gasoline gallon equivalents (“GGEs”) in 2013 to 236.7 million GGEs in 2024.
We calculate one GGE to equal 125,000 British Thermal Units (“BTUs”) and, as such, one million BTUs (“MMBTU”)
equals eight GGEs. We are North America’s leading provider of the cleanest fuel for the commercial transportation market,
based on both the number of stations we operate and the amount of GGEs serviced and GGEs sold of RNG and
conventional natural gas, in the form of CNG and LNG, which amounted to a total of 477.9 million GGEs in 2024. With
the Company’s focus on RNG, our sales of RNG volume have grown from 12% of our vehicle fuel sales in 2013 to 89%
of our vehicle fuel sales in 2024 (excluding GGEs from O&M (as defined below) services sales and non-vehicle sales).
We believe that during 2024 we provided 50% and 39% of the RNG used for transportation fuel in California and the U.S.,
respectively.
As a comprehensive clean energy solutions provider, we also design and build, as well as operate and maintain
(“O&M”), public and private vehicle fueling stations in the U.S. and Canada; sell and service compressors and other
equipment used in RNG production and at fueling stations; transport and sell RNG and conventional natural gas via
“virtual” natural gas pipelines and interconnects; sell U.S. federal, state and local government credits (collectively,
“Environmental Credits”) we generate by selling RNG 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 obtain federal, state and local tax credits,
grants and incentives. We serve fleet vehicle operators in a variety of markets, including heavy-duty trucking, airports,
refuse, public transit, industrial and institutional energy users, and government fleets. We believe these fleet markets will
continue to present a growth opportunity for our vehicle fuels for the foreseeable future.
Commercial transportation, including heavy-duty trucking, generates a significant portion of the emissions of overall
carbon dioxide and other climate-harming GHGs, and transitioning this sector to low and negative carbon fuels is a critical
step towards reducing overall global GHG emissions. According to the Global Carbon Project’s Global Carbon Budget
published in December 2024 and International Energy Agency’s topic analysis on transport, 37.0 billion metric tons of
carbon dioxide were emitted globally in 2023, of which 8.0 billion metric tons, or 22%, came from the transportation
sector. There is a global demand for reducing GHG emissions, as evidenced by 98% of the world’s countries having
committed to the Paris Agreement according to The United Nations Framework Convention in Climate Change, and 98.6%
of S&P 500 companies focusing on sustainability metrics, including GHG emissions, according to the Governance &
Accountability Institute’s Flash Report published in 2024.
4
Biogas, the primary source of RNG, is produced by microbes as they break down organic matter in the absence of
oxygen. Our sources of commercial scale biogas are ADG, which is produced inside an airtight tank used to breakdown
organic matter such as dairy and other livestock waste, and landfill gas (“LFG”), which is produced by the decomposition
of organic waste at landfills.
Given the potential growth and positive environmental impact of RNG, our mission is to secure and sell as much RNG
supply as possible. To that end we are pursuing development and ownership of dairy and other livestock waste ADG
projects on our own and with partners including TotalEnergies S.E. (“TotalEnergies”) and BP Products North America
(“bp”). Further, we enter long-term RNG supply offtake agreements with well-known third parties that own RNG
production facilities. Because our business transforms waste methane into a renewable source of energy, our RNG
generates valuable Environmental Credits under federal and state initiatives.
Depending on the source, the California Air Resources Board (“CARB”) has determined that RNG can have a
significantly negative carbon intensity score, enabling our customers to achieve a net carbon negative emissions profile.
California Air Resources Board “Current Fuel Pathways” Q2 2021 to Q3 2024
At present, we see the best use of RNG as a replacement for fossil-based fuel in the transportation sector. We believe
the most attractive market for RNG is U.S. heavy-duty Class 8 trucking and, based on information from the American
Trucking Association and our own internal estimates, we believe there are approximately 4.1 million Class 8 heavy-duty
trucks operating in the U.S. that use over 40 billion gallons of fuel per year. As of December 31, 2024, we deliver RNG to
the transportation market through 582 fueling stations we own, operate or supply in 43 states and the District of Columbia
in the U.S., including over 200 stations in California. We also own, operate, or supply 25 fueling stations in Canada as of
December 31, 2024. Critically, to generate valuable Environmental Credits, the RNG must be placed in vehicle fuel tanks.
We believe our stations and customer relationships allow us to sell substantially more RNG to vehicle operators than any
other participant in the market – we calculate that we have access to more fueling stations and vehicle fleets than all our
competitors combined. As of December 31, 2024, we served over 1,000 fleet customers operating over 50,000 vehicles on
our fuels. We believe we are the only company in the U.S. that provides RNG vehicle fuel at scale in California and
nationally.
5
Recently, we have expanded our offering to include hydrogen fuel for vehicle fleets and have won multiple
competitive bids to build hydrogen stations for California transit agencies. As more operators deploy hydrogen powered
vehicles, we can modify our fueling stations to reform our RNG and deliver clean hydrogen to customers. We also believe
our RNG can be used to generate clean electricity to power electric vehicles, and we have the capability to add electric
vehicle charging at our station sites, although the cost of adding electric vehicle charging capacity may be significant.
Our Principal Products, Services and Other Business Activities
Our principal products, services and other business activities are described below. Information about the revenue we
receive from these activities is discussed in this report in Item 7. “Management’s Discussion and Analysis of Financial
Condition and Results of Operations.”
Fuel Sales
We sell RNG and conventional natural gas, in the form of CNG and LNG, as fuel for medium and heavy-duty vehicles.
•
RNG is injected into natural gas pipelines, which allows RNG to be transported to vehicle fueling stations
where it can be compressed and dispensed as CNG, and to liquefaction facilities where it is liquified and
made into LNG. We source RNG from the DR JV, one of our jointly owned RNG production facilities, and
purchase RNG from bp and other third-party producers, comprising over 150 supply sources, typically under
long-term RNG supply offtake agreements. In exchange for the agreement to offtake RNG supply, we and
the supplier negotiate to determine what percentage share of the value of the Environmental Credit each party
will retain. The value of the Environmental Credit is based on the realized value after the credit is sold to
(purchased by) an obligated party or as agreed by the supplier and us as part of the negotiation. Our supply
offtake agreements are variable and are based on actual RNG produced by the third-party producers, up to
various maximum volume levels as governed by the arrangement. In 2024, our third-party sourced RNG
consisted of 34% ADG and 66% LFG.
Conventional natural gas is typically sourced from local utilities or third-party conventional natural gas
marketers. We purchase conventional natural gas under North American Energy Standards Board base
contracts on a spot market or short-term forward index basis or forward purchase contracts under take - or - pay
arrangements that require us to purchase minimum volumes of conventional natural gas. Conventional
natural gas is purchased on a normal purchase normal sale basis, as the conventional natural gas we purchase
is for physical delivery of the commodity to our fueling stations for sale to customers.
•
CNG is RNG or conventional natural gas that is compressed and dispensed in gaseous form. CNG is typically
sold by obtaining RNG from our own RNG production facilities, third-party RNG suppliers or third-party
RNG marketers or conventional natural gas from local utilities or third-party conventional natural gas
marketers, compressing and storing it at a fueling station, and dispensing it directly into a vehicle. Our CNG
vehicle fuel sales are primarily made through contracts with our customers or on a per fill-up basis at prices
we set at public access fueling stations based on prevailing market conditions. Through our subsidiary NG
Advantage, LLC (“NG Advantage”), we also transport and sell CNG for non-vehicle purposes via virtual
natural gas pipelines and interconnects to industrial and institutional energy users that do not have direct
access to natural gas pipelines. NG Advantage also has the capability to transport CNG from production
facilities to pipeline injection sites using its fleet of 96 high-capacity trailers.
•
LNG is RNG or conventional natural gas that is cooled at a liquefaction facility to approximately negative
260 degrees Fahrenheit until it condenses into a liquid. We obtain LNG from our own liquefaction plants and
from third-party suppliers. For LNG obtained from our own liquefaction plants, we supply the RNG, sourced
from our own RNG production facilities, third-party RNG suppliers or third-party RNG marketers, or
conventional natural gas, sourced from local utilities or third-party conventional natural gas marketers, to
our liquefaction plants. We own and operate LNG liquefaction plants near Boron, California and Houston,
Texas, which we refer to as the “Boron Plant” and the “Pickens Plant,” respectively. The Boron Plant can
produce 98.5 million gallons of LNG per year and has a dual tanker trailer loading system and a 1.8 million
6
gallon storage tank that can hold up to 1.5 million usable gallons. The Pickens Plant can produce 36.5 million
gallons of LNG per year and includes a tanker trailer loading system and a storage tank that can hold up to
830,000 usable gallons. In 2024, we produced 93% of our LNG at our plants and purchased the remainder
of our LNG from third-party suppliers. We sell LNG for use as a vehicle fuel on a bulk basis to fleet customers
and through our network of public access fueling stations. We deliver LNG with our fleet of 74 tanker trailers
to fueling stations, where it is stored and then dispensed in liquid form into vehicles. The need to liquefy and
transport LNG generally causes LNG to cost more than CNG. We sell LNG through supply contracts and on
a per fill-up basis at prices we set at public access fueling stations based on prevailing market conditions.
Additionally, we sell LNG for non-vehicle purposes, including to customers who use LNG in rocket
propulsion and oil fields, and for utility, industrial, marine and rail applications.
Sales of Environmental Credits. We generate Environmental Credits consisting of RINs and LCFS Credits when we
sell RNG for use as a vehicle fuel in the U.S. We sell these Environmental Credits to third parties who must comply with
federal and state emissions requirements. Generally, the number of Environmental Credits we generate increases as we
sell higher volumes of RNG as a vehicle fuel. The number of Environmental Credits we sell and our revenue from these
sales can vary depending on a number of factors, including the market for these credits, which has been volatile and subject
to significant price fluctuations in recent periods (for example, in 2024, market prices for RINs were as high as $3.57 and
as low as $2.08 and market prices for LCFS Credits were as high as $78.50 and low as $40.00), any changes to the federal
and state programs under which the credits are generated and sold, and our ability to strictly comply with these programs.
O&M Services. We perform maintenance service on Clean Energy-owned and customer-owned fueling stations. Our
maintenance program is backed by over 200 company employed service technicians and support personnel, an in-house
24/7 remote monitoring center, technician training center, computerized maintenance management system and inventory
warehouses throughout the U.S. and Canada. For maintenance services, we generally charge a fixed fee or per gallon fee
based on volume of fuel dispensed at the station.
Station Construction and Engineering. We design and construct fueling stations and sell or lease some of these
stations to our customers. Since 2008, we have served as the general contractor or supervised qualified third-party
contractors to build over 470 natural gas fueling stations.
Grant Programs. We apply for and help our fleet customers apply for federal, state and local grant programs in areas
in which we operate. These programs can provide funding for vehicle purchases, fueling station construction and vehicle
fuel sales.
Our Company’s Sustainability Program
Our vision is to deliver renewable transportation fuel for a cleaner, safer, more equitable tomorrow. We have a bold
program, supported by ambitious goals to drive progress across four key pillars: fueling the transition to renewable energy
in transportation, building the workforce for the future of renewable energy, advancing smart policies that drive the
transformation to zero carbon fuels, and earning stakeholder trust.
Fueling transportation’s transition to renewable energy.
The fuel we provide enables our customers to transition from diesel to a solution with significantly lower GHG
emissions and air quality impacts today. We are committed to pushing ourselves and our partners further by helping to
produce and distribute 100% RNG, which can have a low carbon profile. We are also committed to doing our part to
reduce our own emissions across our operations and supply chain.
Building the workforce for the future of renewable energy.
At Clean Energy we have always had a strong focus on employee and contractor safety and strive to be a zero-incident
workplace for our service technicians and staff, as well as our customers using our facilities. Looking towards the future,
we will continue to focus on employee recruitment, retention, and engagement. It is important that we build a leadership
team and supplier base that are reflective of the communities in which we operate.
7
Advancing smart policies that drive the transformation to zero carbon fuels.
Widespread change will be necessary across all industries to achieve our collective climate goals while maintaining a
vibrant economy. We recognize that some physical climate impacts are unavoidable in the near-term and that the transition
to a low carbon economy may bring new risks to our business. We also recognize that natural gas extraction and processing
causes environmental and social impacts that must be appropriately managed. By investing in the energy transition, our
aim is to reduce our own risks and provide lasting benefits to society. To enable lasting change, we must ensure the
adoption of performance-driven state and federal policies that accelerate the shift from diesel and other transportation fuels
with high GHG emissions and negative air quality impacts to zero net carbon emission transportation fuels. We are also
committed to contributing to quality of life improvement and economic development in the communities where we conduct
business, many of which are disadvantaged communities that suffer from poor air quality due to the use of transportation
fuels, including diesel, that have high GHG emissions and significantly negative air quality impacts.
Earn stakeholder trust.
To realize our ambitious goals we are building trusted partnerships with our stakeholders. We strive to act ethically
and responsibly in all aspects of our business, seeking to meet expectations related to human rights, labor standards, air
quality, water stewardship, operational energy efficiency, biodiversity and land use, disaster preparedness, business ethics,
and other material topics.
Market Opportunity
Increasing demand for RNG
Demand for RNG produced from biogas is significant and growing in large part due to an increased focus by the U.S.
public and investors, as well as federal, state, and local regulatory authorities, on reducing the emission of GHG, such as
methane. According to the U.S. Environmental Protection Agency (“EPA”), methane is a significant GHG, which
accounted for roughly 12% of all U.S. GHG emissions from human activities in 2022 and which has a comparative impact
on global warming that is about 28 times more powerful than that of carbon dioxide over a 100-year period. Biogas
processing facilities substantially reduce methane emissions at livestock farms and landfills, which together accounted for
approximately 41% of U.S. methane emissions in 2022 according to the EPA.
Over the past decade we have seen the transportation sector be the fastest growing end market for RNG, where RNG
is used as a replacement for fossil-based fuel. This growth has been principally driven by an increased focus on reducing
GHGs, as well as Environmental Credits to support the production of renewable transportation fuels. According to The
Transport Project, a national organization dedicated to the development of a growing, profitable, and sustainable market
for vehicles powered by alternative fuels, in 2023, “RNG use as a transportation fuel increased 92% from 2019 levels, and
RNG use as a motor fuel displaced 6.96 million metric tons of carbon dioxide equivalent.” Further, RNG engines now
commercially available for heavy-duty, regional-haul, refuse, transit, and vocational applications have been certified to
satisfy CARB’s optional low nitrogen oxide (“NOx”) emission standard of 0.02 g/bhp-hr. This means that these engines
emit 90% less smog-forming NOx than the existing regulatory standards, making them the lowest certified ultra-low NOx
emission engines in the U.S.
Given public and investor calls for, and U.S. federal, state, and local regulatory trends and policies aimed at, reducing
GHG emissions, we expect continued regulatory support for RNG as a replacement for fossil-based fuels and therefore
continued and growing demand for RNG in the foreseeable future.
Increasing vehicle availability
RNG is a replacement for fossil-based fuel consumed by vehicles that use internal combustion engines like those used
in gasoline- or diesel-powered vehicles. Virtually any car, truck, bus, or other vehicle is capable of being manufactured to
run on RNG. Many types and models of heavy- and medium-duty RNG vehicles and engines are available in the U.S.,
including, among others, long-haul tractors, refuse trucks, regional tractors, transit buses, ready-mix trucks, delivery
trucks, vocational work trucks, school buses, shuttles, pickup trucks and cargo and passenger vans. Most notably,
8
Cummins, one of the largest engine manufacturers in the world, has recently brought to market the X15N, a 15-liter natural
gas engine designed for the heavy-duty truck market.
More broadly, many companies are developing and commercializing hydrogen and electric commercial vehicles,
particularly as the commercial transportation sector increasingly shifts toward low-emission, zero-emission, or carbon
neutral vehicle solutions. Various manufacturers have announced their plans to bring long-haul Class 8 commercial
hydrogen- and battery-powered vehicles to the market over the coming years.
Availability of long-term feedstock supply
Biogas is collected and processed to remove impurities for use as RNG and injected into existing natural gas pipelines.
RNG is fully interchangeable with and chemically identical to conventional natural gas. Common sources of biogas include
livestock farms, landfills, and wastewater resource recovery facilities.
Livestock- and landfill-sourced biogas represent a significant opportunity to produce RNG and reduce GHG
emissions. Although LFG has accounted for most of the growth in biogas projects to date, biogas from dairy and other
livestock farm waste represents significant opportunities for RNG production that remain largely untapped. According to
ICF Consulting, Inc., the global consulting services company, by 2040, the U.S. has the technical potential to annually
produce up to 34.4 billion GGEs of RNG, including up to 20.6 billion GGEs of ADG RNG.
All-in prices paid for RNG from livestock farms can be significantly higher than prices for RNG from landfills due to
higher value available from state-level low-carbon fuel incentives for these projects. Given our market leadership in RNG,
we believe we are well-positioned to take advantage of this market.
TotalEnergies Joint Venture
On March 3, 2021, we entered into an agreement (the “TotalEnergies JV Agreement”) with TotalEnergies to create
50-50 joint ventures to develop ADG RNG production facilities in the U.S. 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. Pursuant to the TotalEnergies JV Agreement, the Company and TotalEnergies have given
each party a limited right of first opportunity to invest in ADG RNG projects they respectively originate. Currently, there
is one ADG RNG joint venture project (the “DR JV”) in operation pursuant to the TotalEnergies JV Agreement. This
project is estimated to produce up to 0.8 million GGEs of RNG annually, all of which is available to the Company for sale
to the vehicle fuels market.
bp Joint Venture
On April 13, 2021, pursuant to a memorandum of understanding we entered into with bp in December 2020, we
entered into an agreement (“bp JV Agreement”) with bp that created a 50-50 joint venture (the “bpJV”) to develop, own
and operate new ADG RNG production facilities in the U.S. From inception to December 31, 2024, we and bp have
collectively contributed approximately $455.5 million of equity to the bpJV. Currently, there are five ADG RNG projects
in operation and one large ADG RNG project under construction, which is planned to be completed by the fourth quarter
of 2025. Collectively, the six ADG RNG projects in the bpJV are currently estimated to produce up to 8.2 million GGEs
of RNG annually, and 100% of the RNG produced from these projects will be available to us for sale as vehicle fuel
pursuant to our existing marketing agreement with bp.
The Company’s RNG projects
As of December 31, 2024, we had three 100% owned ADG RNG projects under development, which are anticipated
to be substantially complete between the second and third quarter of 2025. In accordance with the TotalEnergies JV
Agreement, we will provide TotalEnergies with the right of first opportunity to invest in these ADG RNG projects
alongside the Company. Collectively, our three 100% owned ADG RNG projects will have an estimated RNG production
volume of 3.6 million GGEs per year, all of which will be available to us for sale to the vehicle fuels market.
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Tourmaline Joint Development
On April 18, 2023, we and Tourmaline Oil Corp. (“Tourmaline”) announced a CAD $70 million Joint Development
Agreement (“the Tourmaline JDA”) to build and operate a network of CNG stations along key highway corridors across
Western Canada. Under a 50-50 shared investment, the construction of these CNG fueling stations will allow heavy-duty
trucks and other commercial transportation fleets that operate in the area to transition to the use of CNG, a lower carbon
and NOx alternative to gasoline and diesel. From inception to December 31, 2024, we and Tourmaline have collectively
contributed approximately CAD$29.9 million of equity to the Tourmaline JDA. We are operating a CNG fueling station
in Edmonton, Alberta, as part of the Tourmaline JDA and have since opened two more stations in the municipalities of
Calgary and Grande Prairie in Alberta. We expect to open additional CNG fueling stations in Chilliwack and Kamloops
in British Columbia and Fort McMurray in Alberta in 2025, with additional locations being evaluated.
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 will record all the associated income/loss in earnings until a certain rate of return is achieved and
then receive 49% of the income/loss in earnings with Maas receiving 51%. The Company contemplates investing up to
$132.0 million of equity capital in production projects in connection with the Maas joint development. 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. In the year ended December 31, 2024, the Project LLC issued capital calls totaling $32.6 million, which has
been contributed by the Company. Proceeds of the capital calls will be used to develop and construct ADG RNG projects.
Use of environmental credits to promote RNG growth
When used as a transportation fuel, RNG generates additional revenue streams through Environmental Credits. These
Environmental Credits are provided under a variety of programs, including the national Renewable Fuel Standards
(“RFS”), and state-level Low Carbon Fuel Standard (“LCFS”) programs.
The RFS program requires transportation fuel to contain a minimum volume of renewable fuel. To fulfill this
regulatory mandate, the EPA obligates refiners and importers (“Obligated Parties”) to blend renewable fuel with standard
fuel to meet renewable volume obligations (“RVOs”). Obligated Parties can comply with RVOs by either blending RNG
into their existing fuel supply or purchasing Renewable Identification Numbers, or RINs. RINs are generated when eligible
renewable fuels are produced or imported and blended with a petroleum product for use as a transportation fuel. The RFS
program has been a key driver of growth in the RNG industry since 2014 when the EPA ruled that RNG, when used as a
transportation fuel, would qualify for D3 RINs (for cellulosic biofuels), which are generally the most valuable among the
four categories of RINs. In 2024, we estimate that we generated 39% of all D3 RINs in the U.S.
The monetization of RNG also benefits from low-carbon fuel initiatives at the state-level, specifically from established
programs in California, Oregon, New Mexico, and Washington. California’s LCFS (“CA LCFS”) program requires fuel
producers and importers to reduce the carbon intensity (“CI”) of their products, with goals of a 10% reduction in carbon
emissions from 1990 levels by 2020 and a 20% reduction by 2030. CARB awards CA LCFS credits to RNG projects based
on each project’s CI score relative to the target CI score for gasoline and diesel fuels. The CI score represents the overall
net impact of carbon emissions for each RNG pathway and is determined on a project-by-project basis. Because our
business involves the capture and transformation of waste methane into a renewable source of energy, our customers are
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able to significantly reduce, if not eliminate, GHG emissions from their commercial transportation activities. Further,
CARB calculates RNG produced by livestock farms as carbon negative, generating substantial incremental CA LCFS
credits. Multiple other states, including New York and Illinois are considering LCFS initiatives like those implemented in
California, Oregon, New Mexico, and Washington. In 2024, we estimate that we generated 42% of all LCFS credits under
Bio-CNG and Bio-LNG pathways in the CA LCFS.
Our Strategy
We aim to maintain and increase our position as the leading provider of RNG to the commercial vehicle market in
North America, and our goal is to deliver 100% RNG to our entire fueling infrastructure. We support this objective through
a multi-pronged strategy of:
•
promoting the adoption by fleets of the Cummins X15N natural gas engine;
•
promoting the environmental and economic benefits of RNG for fleet vehicles;
•
increasing supply of RNG through the development of new project investment opportunities, expanding our
existing supplier portfolio, and leveraging our existing fuel network and customer relationships;
•
empowering our customers to achieve their sustainability and carbon reduction objectives;
•
leveraging our management expertise; and
•
utilizing our environmental, health and safety and compliance leadership.
Promoting the adoption by fleets of the Cummins X15N natural gas engine.
In 2024, Cummins Inc. released the anticipated X15N engine. The X15N engine is the first 15-liter natural gas engine
to come to market, in the United States and Canada, and is expected to match the performance and reliability of its diesel
counterpart. The X15N engine has power ratings up to 500hp, torque up to 1850 lb-ft, and a 700+ mile range and is
designed to suit the needs of long-haul applications. We believe the adoption of the X15N engine by existing and
prospective customers presents many opportunities for us and our existing network of natural gas fueling stations. We
believe we are uniquely positioned to facilitate the adoption of the X15N engine, and increase the take-up of RNG as a
fueling solution in the long-haul transportation space.
Promoting the environmental and economic benefits of RNG for fleet vehicles.
We believe that RNG has unique characteristics to both reduce harmful greenhouse gas emissions and be a fuel that
can be priced less than incumbent fuels like diesel. Not only is RNG produced at dairies scored by CARB as having a
much lower CI, but it also, on average, costs less per gallon than a gallon of diesel. By simultaneously replacing
fossil - based fuels and reducing overall methane emissions, our business has a substantial positive environmental impact.
In addition to its methane emission benefits, the increased production and use of RNG have several other environmental
benefits. Anaerobically digested livestock waste produces significantly less odor than conventional storage and land
application systems. The odor of stored livestock waste mainly comes from volatile organic acids and hydrogen sulfide,
which has a “rotten egg” smell. In an anaerobic digester, volatile organic compounds are reduced to methane and carbon
dioxide, which are odorless gases. The volatized fraction of hydrogen sulfide is captured with the collected ADG and
destroyed. Anaerobic digestion provides several water quality and land conservation benefits as well. Digesters,
particularly heated digesters, can destroy more than 90% of disease-causing bacteria that might otherwise enter surface
waters and pose a risk to human and animal health. Digesters also reduce biochemical oxygen demand (“BOD”). BOD is
one measure of the potential for organic wastes to reduce dissolved oxygen in natural waters. Because fish and other
aquatic organisms need minimum levels of dissolved oxygen for survival, farm practices that reduce BOD protect the
health of aquatic ecosystems. In addition to protecting local water resources, implementing anaerobic digesters on livestock
facilities improves soil health. Adding digestate to soil increases the organic matter content, reduces the need for chemical
fertilizers, improves plant growth and alleviates soil compaction. Further, digestion converts nutrients in manure to a more
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accessible form for plants to use. The risks of water and soil contamination from flooding of open lagoons are also
mitigated by digesters.
Increasing supply of RNG through the development of new project investment opportunities, expanding our existing
supplier portfolio, and leveraging our extensive fueling station network and customer relationships.
In our view, the market has not yet unlocked the full potential of RNG. We believe we were the first company to
deliver RNG to the commercial vehicle fuels market, have the most extensive RNG fueling infrastructure and customer
relationships, and our stations and customer relationships allow us to obtain and deliver substantially more RNG to vehicle
operators than any other participant in the market. This is important because RNG must be placed in vehicle fuel tanks to
generate the valuable Environmental Credits.
Dependable and economic sources of RNG are critical to our success. We continue to leverage our relationships built
over the past several decades to identify and execute new RNG project development and supply offtake opportunities.
These come from our relationships with feedstock owners and project developers who value our long operating history,
strong reputation in the industry and unmatched access to fueling infrastructure and vehicle operators for certainty of
Environmental Credit generation. Based on the foregoing, we believe that we are presented with nearly every material
development, supply and distribution opportunity in the market.
We exercise financial discipline in pursuing projects by targeting project returns that are in line with the relative risk
of the specific projects and associated feedstock costs and any related attributes that can be monetized. We also support
third parties that own RNG production facilities by entering into long-term RNG supply offtake agreements. As these
facility owners expand their operations, we provide additional access to our fueling infrastructure and customer
relationships.
As of December 31, 2024, we obtain RNG from over 150 supply sources. We believe that we have one of the largest
and most diverse supply portfolios in the RNG industry, which allows us to provide certainty of RNG supply to our vehicle
operator customers.
In our view, all the foregoing gives us a competitive advantage relative to existing and new market entrants.
Empowering our customers to achieve their sustainability and carbon reduction objectives.
We believe we are uniquely positioned to empower our customers to achieve their sustainability and carbon reduction
goals and do it affordably. Because our business involves the capture and transformation of waste methane into a renewable
source of energy, we believe our customers can significantly reduce, if not eliminate, GHG emissions from their
commercial transportation activities. Further, our RNG is available today to reduce climate harming GHG and meet
sustainability objectives and at a cost to customers that is very competitive to other fuels like diesel. We also assist our
customers in their transition to cleaner transportation fuels by helping them obtain federal, state and local tax credits, grants
and incentives, providing vehicle financing, including through multiple marketing and incentive programs, engineering
and constructing fueling stations, and facilitating customer selection of vehicle specifications that best meet their needs.
Management expertise
Our management team has decades of combined experience in the alternative vehicle fueling industry. We believe
our team’s proven track record in alternative vehicle fuels and focus on RNG gives us a strategic advantage in continuing
to grow our business profitably. Our diverse experience and integration of key technical, environmental, and administrative
support functions, along with our first-to-market advantage, further our ability to successfully deliver RNG to the
commercial vehicle fuels market.
Environmental, health and safety and compliance leadership
Our executive team places the highest priority on the health and safety of our staff and third parties, as well as the
preservation of the environment. Our corporate culture is built around supporting these priorities, as reflected in our well-
established practices and policies. By setting and maintaining high standards in the renewable energy field, we are often
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able to contribute positively to the safety practices and policies of our partners and customers. Our high safety standards
include use of wireless gas monitoring safety devices, active monitoring of all field workers, performing environmental
health and safety (“EHS”) audits and using technology throughout our safety processes from employee training in
compliance with operational processes and procedures to emergency preparedness. By extension, we incorporate our EHS
standards into our subcontractor selection qualifications to ensure that our commitment to high EHS standards is shared
by our subcontractors. For 2024, our Total Recordable Incident Rate (“TRIR”) was 1.98, which is lower than the 2023
national average of 2.7 TRIR for all industries. As of December 31, 2024, we have not received any U.S. Occupational
Health and Safety Administration (“OSHA”) or state OSHA citations in the last five years.
How We Generate Revenue
We generate revenue from selling RNG and conventional natural gas as a vehicle fuel, as well as by selling the
associated Environmental Credits. RNG volume made up 89% of our vehicle fuel sales in 2024, and our goal is for 100%
of our vehicle fuel sales to be RNG. Although RNG has the same chemical composition as natural gas from fossil sources,
it has unique Environmental Credits assigned to it due to its origin from low- and negative-carbon, renewable sources. The
Environmental Credits that we sell are composed of RINs and state low-carbon fuel credits, including CA LCFS credits,
which are generated from the conversion of biogas to RNG that is used as a transportation fuel.
In addition to revenues generated from sales of RNG and conventional natural gas as a vehicle fuel and Environmental
Credits, we also generate revenues by providing O&M services for public and private RNG, natural gas and hydrogen
vehicle fleet customer stations; selling and servicing compressors and other equipment used in RNG production and at
RNG, natural gas and hydrogen stations; and obtaining federal, state and local tax credits, grants and incentives.
We are experts in the engineering, design and construction of fueling stations. When we build stations for customers,
we charge construction, other fees, or lease rates based on the size and complexity of the project. Since 2008, we have
served as the general contractor or supervised qualified third-party contractors to build over 460 fueling stations.
•
Equipment for RNG stations consists of compressors, storage tanks, and dispensers.
•
As operators deploy hydrogen-powered vehicles, we can modify our fueling stations and build additional stations
to dispense clean hydrogen produced from our RNG. The equipment for hydrogen stations includes compressors,
storage tanks, and dispensers, provided that the cost of adding hydrogen fueling may be significant.
•
We also have the capability to add high speed level 3 electric vehicle charging at our station sites, and our RNG
can be used as a clean resource to power electric vehicles via on-site generation and/or routing to the electric grid
serving our stations, although the cost of adding electric vehicle charging capacity may be significant.
Key Customer Markets
We serve customers in a variety of markets, including trucking, airports, refuse and public transit. We believe these
customer markets are well-suited for the adoption of RNG and other alternative vehicle fuels because they consume
relatively high volumes of fuel, refuel at centralized locations or along well-defined routes and/or are facing increasingly
stringent emissions or other environmental requirements. During the years ended December 31, 2022, 2023 and 2024,
zero, zero and one customer accounted for 10% or more of our total revenue, respectively.
Trucking
We believe heavy-duty trucking represents the greatest opportunity for the expansion of RNG fueling. We estimate
there are approximately 4.1 million Class 8 heavy-duty trucks operating in the U.S. using over 40 billion gallons of fuel
each year. Because these high-mileage vehicles consume substantial amounts of fuel, operators can derive significant
benefits from the carbon and GHG reductions associated with our vehicle fuels, while doing it at competitive costs versus
diesel. We are focused on fueling more heavy-duty trucks, and many well-known shippers, manufacturers, retailers and
other truck fleet operators have started to use RNG fueled trucks to move their freight, including, among others, Amazon,
Pepsi Frito-Lay, FedEx, Anheuser-Busch, USPS, UPS, Kroger, KeHe Distributors, Kenan Advantage Group, and Estes
Express.
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California RNG Fleet Fund
Clean Energy’s California Fleet Fund is an incentive program to help California fleets transition to RNG. Fleets can
receive up to $50,000 for a Freightliner or Peterbilt truck equipped with an X15N engine. These trucks must fuel at the
Clean Energy network of stations in California. In 2024, customers contracted 37 trucks under the California Fleet Fund,
and we expect 100 additional trucks to be ordered in 2025.
Airports
We estimate that vehicles serving airports in the U.S., including airport delivery fleets, rental car and parking
passenger shuttles and taxis, consume an aggregate of approximately two billion gallons of fuel per year. Additionally,
many U.S. airports face emissions challenges and are under regulatory directives and political pressure to reduce pollution,
particularly as part of any expansion plans. As a result, many of these airports have adopted various strategies to address
tailpipe emissions, including rental car and hotel shuttle consolidation and requiring or encouraging service vehicle
operators to switch their fleets to our vehicle fuels.
Refuse
We believe that there are nearly 200,000 refuse trucks in the U.S. that collect and haul refuse and recyclables, which
aggregately consume approximately two billion gallons of fuel per year. We estimate that approximately 60% of new
refuse trucks are capable of operating on RNG, up from approximately 3% of new refuse trucks in 2008. Refuse haulers
are increasingly adopting trucks that run on our vehicle fuels to realize operational savings and to address demands for
reduced emissions from the public, investors, and governmental agencies. As of December 31, 2024, we fuel
approximately 16,100 refuse vehicles for customers including Waste Management, Republic Services, Waste Connections,
GFL Environmental, Atlas Disposal, Burrtec, CR&R, Recology and Waste Pro, among others. We also provide vehicle
fueling services to municipal refuse fleets.
Public Transit
We believe that there are over 72,000 municipal transit buses operating in the U.S. In many areas, increasingly
stringent emissions standards have limited the fueling options available to public transit operators. Also, transit agencies
typically fuel at a central location and use high volumes of fuel. We estimate that transit agencies in the U.S. consume
approximately one billion gallons of fuel per year. Many transit agencies have been early adopters of vehicles using our
fuels, and approximately 30% of existing transit buses and approximately 35% of new transit buses can operate on RNG.
As of December 31, 2024, public transit customers for which we serve include the Los Angeles County Metropolitan
Transit Authority, New York MTA, Foothill Transit (Los Angeles County, California), Orange County Transit Authority,
Santa Monica Big Blue Bus, Dallas Area Rapid Transit, Phoenix Transit, New Jersey Transit, Jacksonville Transportation
Authority, NICE Bus (Nassau County, New York) and Washington Metro Area Transportation Authority.
Competition
There are many other companies operating in the renewable energy and waste-to-energy space. Regarding RNG
production and supply, our primary competition is from other companies or solutions for access to biogas from waste.
Evolving customer preferences, regulatory conditions, ongoing waste industry trends, and project economics have a strong
effect on the competitive landscape. We have demonstrated a track record of strategic flexibility across our history which
has allowed us to pivot towards projects and markets that we believe deliver optimal returns and stockholder value in
response to changes in market, regulatory and competitive pressures. The biogas and RNG markets are heavily fragmented.
We believe we are in a strong position to compete for new project development and supply opportunities. Competition for
such opportunities, however, including the prices being offered for fuel supply, affect the profitability of the opportunities
we pursue, and may make opportunities unsuitable to pursue.
The market for vehicle fuels is highly competitive. The biggest competition for RNG use as a vehicle fuel is diesel
because most vehicles in our key markets are powered by this fuel. Many established businesses are in the market for RNG
and other alternatives for use as vehicle fuel, including alternative vehicle and alternative fuel companies, refuse collectors,
14
industrial gas companies, truck stop and fuel station owners, fuel providers, utilities and their affiliates and other
organizations. We also compete with suppliers of other alternative vehicle fuels, including renewable diesel, biodiesel and
ethanol, as well as producers and fuelers of alternative vehicles, including hybrid, electric and hydrogen-powered vehicles.
Additionally, our stations compete directly with other natural gas fueling stations and indirectly with electric vehicle
charging stations and fueling stations for other vehicle fuels. In addition, we transport and sell CNG through NG
Advantage’s virtual natural gas pipelines and interconnects and compete with other participants in this market.
If the alternative vehicle fuel market grows then the number and type of participants in this market and their level of
capital and commitments to alternative vehicle fuel programs will increase. We compete for vehicle fuel users based on
demand for the type of fuel, which may be affected by a variety of factors, including, among others, cost, supply,
availability, quality, cleanliness, and safety of the fuel; cost, availability and reputation of vehicles and engines;
convenience and accessibility of fueling stations; regulatory mandates and other requirements; and recognition of the
brand. We believe we compare favorably with our competitors based on these factors; however, some of our competitors
have substantially greater financial, marketing, and other resources than we have. As a result, these competitors may be
able to respond more quickly to changes in customer preferences, legal requirements or other industry or regulatory trends;
devote greater resources to the development, promotion and sale of their products; adopt more aggressive pricing policies,
dedicate more effort to infrastructure and systems development in support of their business or product development
activities; implement more robust or creative initiatives to advance customer acceptance of their products; or exert more
influence on the regulatory landscape that impacts the vehicle fuels market.
Governmental Regulation
We are subject to a variety of federal, state and local laws and regulations relating to the environment, health and
safety, labor and employment, building codes and construction, zoning and land use, the government procurement process,
any political activities or lobbying in which we may engage, public reporting and taxation, among others. Many of these
laws and regulations are complex, change frequently and have become more stringent over time. Any changes to existing
regulations, adoption of new regulations or failure by us to comply with applicable regulations may result in significant
additional expense to us or to our customers or a variety of administrative, civil, and criminal enforcement measures, any
of which could have a material adverse effect on our business, reputation, financial condition and results of operations.
Certain regulations that significantly affect our various operating activities are described below. Compliance with these
regulations has not had a material effect on our capital expenditures, earnings, or competitive position to date, but new
regulations or amendments to existing regulations to make them more stringent could have such an effect in the future.
We cannot estimate the expenses we may incur to comply with potential new laws or changes to existing laws, or the other
potential effects these laws may have on our business, and these unknown costs and effects are not specifically
contemplated by our existing customer agreements or our budgets and cost estimates.
We are subject to federal, state, and local air quality, solid waste, and water quality regulations and permitting
requirements. Specific construction and operating permit requirements may differ among states. Specific permits we
frequently must obtain include air permits, nonhazardous waste management permits, pollutant discharge elimination
permits, and beneficial use permits. We must also maintain compliance with relevant federal, state and local
environmental, health and safety requirements.
RNG projects are subject to federal RFS program regulations. The EPA administers the RFS program with volume
requirements for several categories of renewable fuels. The EPA’s RFS regulations establish rules for fuel supplied and
administer the RIN system for compliance, trading credits and rules for waivers. The EPA calculates a blending standard
for each year based on estimates of gasoline usage from the Department of Energy’s Energy Information Agency. Separate
quotas and blending requirements are determined for cellulosic biofuels, biomass-based diesel, advanced biofuels, and
total renewable fuel. Further, we are required to register each RNG project with the EPA and relevant state regulatory
agencies. We qualify our RINs through a voluntary Quality Assurance Plan, which typically takes from three to five
months from first injection of RNG into the commercial pipeline system. Further, we may make a large project investment
prior to receiving the regulatory approval and RIN qualification. In addition to registering each RNG project, we are subject
to quarterly audits under the Quality Assurance Plan of our projects to validate our qualification.
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Our operations are also subject to state renewable fuel standard regulations. The CA LCFS program requires producers
of petroleum-based fuels to reduce the CI of their products, which began with a quarter of a percent in 2011 to a 10% total
reduction by 2020, and a 20% total reduction by 2030. Petroleum importers, refiners and wholesalers can either develop
their own low-carbon fuel products or buy CA LCFS credits from other companies that develop and
sell low - carbon alternative fuels, such as biofuels, electricity, natural gas, or hydrogen. We are subject to a qualification
process like that for RINs, including verification of CI levels and other requirements existing for CA LCFS credits.
Before an RNG project can be developed, all Resource Conservation and Recovery Act (“RCRA”) Subtitle D
requirements (requirements for nonhazardous solid waste management) must be satisfied. In particular, because methane
is explosive in certain concentrations and poses a hazard if it migrates, biogas collection systems must meet RCRA Subtitle
D standards for gas control. RNG projects may be subject to other federal, state and local regulations that impose
requirements for nonhazardous solid waste management.
Certain of our operations may be subject to federal requirements to prepare for and respond to spills or releases from
tanks and other equipment and provide training on operation, maintenance and discharge prevention procedures and the
applicable pollution control laws. We may be required to develop spill prevention, control and countermeasure plans to
memorialize our preparation and response plans and to update them on a regular basis.
Our operations may result in liability for hazardous substances or other materials placed into soil or groundwater.
Pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or other federal, state,
or local laws governing the investigation and cleanup of sites contaminated with hazardous substances, we may be required
to investigate and/or remediate soil and groundwater contamination at our projects, contiguous and adjacent properties and
other properties owned and/or operated by third parties.
Additionally, biogas projects may need to obtain National Pollutant Discharge Elimination System permits if
wastewater is discharged directly to a receiving water body. If wastewater is discharged to a local sewer system, biogas
projects may need to obtain an industrial wastewater permit from a local regulatory authority for discharges to a Publicly
Owned Treatment Works. The authority to issue these permits may be delegated to state or local governments by the EPA.
The permits, which typically last five years, limit the quantity and concentration of pollutants that may be discharged.
Permits may require wastewater treatment or impose other operating conditions to ensure compliance with the limits. In
addition, the Clean Water Act and implementing state laws and regulations require individual permits or coverage under
general permits for discharges of storm water runoff from certain types of facilities.
On September 23, 2020, the California Governor issued an Executive Order N-79-20 setting goals for expanding the
sale and use of zero-emission vehicles within California, including 100% of in-state sales of new passenger cars and trucks
to be zero-emission by 2035, and 100% of medium- and heavy-duty truck vehicles in California to be zero-emission by
2045 for all operations where feasible. The Governor also directed CARB to develop and propose regulations to achieve
these goals consistent with state and federal law. As a result, CARB adopted the Advanced Clean Truck (“ACT”) rule in
June 2020 which mandates the manufacture of zero emissions trucks (“ZETs”) by January 2024, and the Advanced Clean
Fleet (“ACF”) rule, adopted in April of 2023, which mandates fleets to increasingly purchase ZETs starting in 2025. ACT
received an EPA waiver from the Biden Administration whereas the ACF rule did not. Consequently, CARB chose to
withdraw the ACF’s waiver application on January 13, 2025. It is possible that the Trump Administration may withdraw
the EPA waiver given to California over the ACT. We expect California will face difficulties in implementing the ACT
without significant fleet purchase requirements. Currently, ACF can only legally mandate state and local government fleets
to purchase ZETs which may be insufficient to sustain the manufacturing numbers required by ACT over time. To succeed,
ACT may need to be significantly modified to include low NOx trucks that meet a minimum of 50mg NOx emissions
standard as set by CARB’s Omnibus rule. Executive Order B55-18 sets a statewide target to achieve carbon neutrality no
later than 2045. The transitioning of California’s energy markets to increased reliance on renewable and carbon-free
sources has the potential to create favorable market conditions for RNG but could also harm our vehicle fueling business.
Future regulatory actions will be required to meet the state’s zero-emission and carbon neutrality targets.
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Employees and our Human Capital
As of December 31, 2024, we employed 577 people. We have not experienced any work stoppages, and none of our
employees are subject to collective bargaining agreements.
The success and growth of our business is significantly correlated with our ability to recruit, train, promote and retain
talented individuals at all levels of our organization. To succeed in a competitive labor market, we have developed and
maintain key recruitment and retention strategies. These include competitive salary structures, including bonus
compensation programs, and competitive benefits policies, including paid time off for vacations, sick leave and holidays,
short-term disability coverage, group term life insurance, and various retirement savings and incentive plans.
Safety of our personnel is a core value of Clean Energy and maintaining a safe work environment is critical to an
energy company’s ability to attract and retain employees.
Sales and Marketing
We market our brands, products and services primarily through our direct sales force, which includes sales
representatives covering all of our major geographic and customer markets, as well as attendance at trade shows and
participation in industry conferences and events. Our sales and marketing team also work closely with federal, state and
local government agencies to provide education about the value of our vehicle fuels and to keep abreast of proposed and
newly adopted regulations that affect our industry. We also do paid advertising in outlets that reach the transportation
markets and have an active social media presence.
Seasonality
To some extent, our business may experience seasonality. For more information, see the discussion under “Seasonality
and Inflation” in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Intellectual Property
Our intellectual property rights primarily consist of trade secrets, patents, know-how, trademarks and copyrights, and
we rely on a combination of trademark laws, patent laws, trade secret laws, copyrights laws, confidentiality provisions and
other contractual provisions to protect these rights and our proprietary information. These intellectual property rights help
us to protect our innovations, retain existing business and secure new relationships with customers.
We have a total of 13 issued patents currently active, including 10 patents issued by the United States Patent and
Trademark Office (“USPTO”) and 3 patents issued by the Canadian Intellectual Property Office (“CIPO”), expiring
between 2027 and 2036. Additionally, we have 12 registered trademarks, including 9 trademarks registered with the
USPTO and 3 trademarks registered with the CIPO, expiring between 2025 and 2034, and 6 trademark applications
pending, including 3 trademark applications pending with the USPTO and 3 trademark applications pending with the
CIPO.
More Information
Our website is located at www.cleanenergyfuels.com. We make available, free of charge on our website, our annual
reports on Form 10 - K, quarterly reports on Form 10 - Q, current reports on Form 8 - K and amendments to those reports
filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we
electronically file such material with, or furnish it to, the SEC. The SEC maintains a website at www.sec.gov that contains
reports, proxy and information statements and other information regarding issuers that file electronically with the SEC,
including us. All references to our website in this report are inactive textual references, and the contents of our website are
not incorporated into this report.
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Item 1A. Risk Factors
An investment in our Company involves a high degree of risk of loss. You should carefully consider the risk factors
discussed below and all of the other information included in this report before you make any investment decision regarding
our securities. We believe the risks and uncertainties described below are the most significant we face, but additional risks
and uncertainties not known to us or that we currently deem immaterial could also be or become significant. The
occurrence of any of these risks could harm our business, financial condition, results of operations, prospects and
reputation and could cause the trading price of our common stock to decline.
Risks Related to Our Business
Our success is dependent on the willingness of fleets and other customers to adopt our vehicle fuels, which may not
occur in a timely manner, at expected levels or at all.
Our success is highly dependent on the adoption by fleets and other customers of our RNG and conventional natural
gas vehicle fuels. The market for our vehicle fuels has experienced slow, volatile and unpredictable growth in many sectors.
For example, adoption and deployment of our vehicle fuels in heavy-duty trucking has been slower and more limited than
we anticipated. Also, other important fleet markets, including airports, refuse, and public transit, had slower volume and
customer growth in recent years that may continue. If the market for our vehicle fuels does not develop at improved rates
or levels, or if a market develops but we are not able to capture a significant share of the market or the market subsequently
declines, our business, prospects, financial condition, and operating results would be harmed.
Factors that may influence the adoption of our vehicle fuels, many of which are beyond our control, include, among
others: lack of demand for trucks that use our vehicle fuels; adoption or expansion of government policies, programs,
funding or incentives, or increased publicity or popular sentiment in favor of vehicles or fuels other than RNG and natural
gas, including long-standing support for diesel-powered vehicles, changes to emissions requirements applicable to vehicles
and fleets powered by diesel, RNG, natural gas, or other vehicle fuels and/or growing support for renewable diesel, electric
and hydrogen-powered vehicles; and limitations on the capabilities of utilities to provide services to meet our requirements.
For example, natural gas utilities may be unable to expand piping or provide services for new expansions, and electric
utilities may lack the capacity to provide service for our projects; perceptions about the benefits of our vehicle fuels relative
to diesel and other alternative vehicle fuels, including with respect to factors such as supply, cost savings, environmental
benefits and safety; increases, decreases or volatility in the supply, demand, use and prices of crude oil, diesel, RNG,
natural gas and other vehicle fuels, such as electricity, hydrogen, renewable diesel, biodiesel and ethanol; inertia among
fleets and fleet vehicle operators, who may be unable or unwilling to prioritize converting a fleet to our vehicle fuels over
an operator’s other general business concerns, particularly if the operator is not sufficiently incentivized by emissions
regulations or other requirements or lacks demand for the conversion from its customers, drivers, or other stakeholders;
vehicle cost, fuel efficiency, availability, quality, safety, convenience (to fuel and service), design, performance and
residual value, as well as operator perception with respect to these factors, generally and in our key customer markets and
relative to comparable vehicles powered by other fuels; the development, production, cost, availability, performance, sales
and marketing and reputation of engines that are well-suited for the vehicles used in our key customer markets, including
heavy-duty trucks and other fleets; increasing competition in the market for vehicle fuels generally, and the nature and
effect of competitive developments in this market, including improvements in or perceived advantages of other vehicle
fuels and engines powered by these fuels; the impact of federal or state laws, orders or regulations mandating new or
additional limits on GHG emissions, “tailpipe” emissions or internal combustion engines, including the Advanced Clean
Trucks regulation, the September 2020 Executive Order, the Advanced Clean Fleets regulation and the 2021 Executive
Order (each as defined below); the availability and effect of environmental, tax or other government regulations, programs
or incentives that promote our products or other alternatives as a vehicle fuel, including certain programs under which we
generate credits by selling RNG as a vehicle fuel, as well as the market prices for such credits; and emissions and other
environmental regulations and pressures on producing, transporting, and dispensing our fuels.
In addition, as our customers and partners react to economic conditions and the potential for a global recession, they
may reduce spending and take additional precautionary measures to limit or delay expenditures and preserve capital and
liquidity. Reductions in spending, delays in purchasing decisions, lack of renewals, inability to attract new customers,
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uncertainty about business continuity as well as pressure for extended billing terms or pricing discounts, could limit our
ability to grow our business and negatively affect our operating results and financial condition.
We are dependent on the production of vehicles and engines in our key customer and geographic markets by
manufacturers, over which we have no control.
Vehicle and engine manufacturers control the development, production, quality assurance, cost and sales and
marketing of their products, which shapes the performance, availability and reputation of these products in the marketplace.
We are dependent on these manufacturers to succeed in our target markets, and we have no influence or control over their
activities. A small number of manufacturers, chiefly Cummins, produce engines that use our vehicle fuels. The number of
manufacturers making vehicles that use our fuels is limited as well. These manufacturers may decide not to expand or
maintain, or may decide to discontinue or curtail, their engine or vehicle product lines for a variety of reasons, including
as a result of the cost of development and production as a result of increased tariffs in the U.S. or retaliatory tariffs against
the U.S., or adoption or modification of government policies or programs such as the Advanced Clean Trucks regulation,
the September 2020 Executive Order, the Advanced Clean Fleets regulation, and the January 2025 Executive Order (as
defined below). The limited production of engines and vehicles that use our fuels increases their cost and limits availability,
which restricts large-scale adoption, and may reduce resale value, which may contribute to operator reluctance to convert
their fleets to vehicles that use our fuels. In addition, some operators have communicated to us that earlier models of
heavy - duty truck engines using our fuels have a reputation for unsatisfactory performance, and that this reputation or their
first-hand experiences of such performance may be a factor in operator decisions regarding whether to convert their fleets
to vehicles that use our fuels. If manufactures of vehicles and engines that use our fuels develop unsatisfactory vehicles or
engines, then our business, financial condition, and results of operations may be adversely affected.
Our RNG business may not be successful.
Our RNG business consists of procuring RNG from projects we plan to develop and own or from projects owned by
third-party producers and reselling this RNG through our fueling infrastructure. The success of our RNG business depends
on our ability to secure, on acceptable terms, a sufficient supply of RNG; sell this RNG in adequate volumes and at prices
that are attractive to customers and produce acceptable margins for us; and sell Environmental Credits we may generate
under applicable federal or state programs from our sale of RNG as a vehicle fuel at favorable prices, as well as our ability
to appropriately balance supply we take with demand from customers. Our ability to maintain an adequate supply of RNG
is subject to risks affecting RNG production, including unpredictable production levels or other difficulties due to, among
others, problems with equipment, severe weather, droughts, financial condition or bankruptcy or insolvency of the
applicable ADG and LFG source owner, health crises and pandemics, construction delays, technical difficulties, high
operating costs, limited availability, unfavorable composition of collected feedstock gas, and plant shutdowns caused by
upgrades, expansion, required maintenance, or other operational issues. The agriculture industry generally, and the dairy
industry in particular, are subject to risks and uncertainties that may lead to financial and other challenges impacting RNG
production levels and potentially our future investments in RNG projects. For example, the dairy farm partner with whom
we have contracted for our project in East Valley, Idaho filed for Chapter 11 bankruptcy protection in April 2024, which
could have a material adverse impact on our RNG production, contractual rights, and investment for that project.
Our ability to balance supply with demand from customers is subject to risk where we are committed to acquire RNG
produced by third-party producers that could exceed the level of demand of our customers. If we are unable to maintain
an adequate supply of RNG or are oversupplied with RNG versus customer demand, our business, financial condition, and
performance could be negatively affected. In addition, increasing demand for RNG will result in more robust competition
for supplies of RNG, including from other vehicle fuel providers, gas utilities and other users and providers. If we or any
of our RNG suppliers experience these or other difficulties in RNG production processes, or if competition for RNG
development projects and supply increases, then our supply of RNG and our ability to resell it as a vehicle fuel could be
jeopardized.
Our ability to generate revenue from our sale of RNG or our generation and sale of Environmental Credits depends
on many factors, including the markets for RNG as a vehicle fuel and for Environmental Credits. The markets for
Environmental Credits have been volatile and unpredictable in recent periods, and the prices for these credits are subject
to fluctuations (see “Our Principal Products, Services and Other Business Activities—Sales of Environmental Credits” in
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Part I, Item 1 of this report for more information on the fluctuations in 2024). Additionally, the value of Environmental
Credits, and consequently the revenue levels we may receive from our sale of these credits, may be adversely affected by
changes to the federal and state programs under which these credits are generated and sold, prices for and use of oil, diesel
or gasoline, the inclusion of additional qualifying fuels in the programs, increased production and use of other fuels in the
programs, or other conditions. Our ability to generate revenue from sales of Environmental Credits depends on our strict
compliance with these federal and state programs, which are complex and can involve a significant degree of judgment. If
the agencies that administer and enforce these programs disagree with our judgments, otherwise determine we are not in
compliance, conduct reviews of our activities or make changes to the programs, then our ability to generate or sell these
credits could be restricted, permanently limited, or lost entirely, and we could also be subject to fines or other sanctions.
Any of these outcomes could force us to purchase credits in the open market to cover any credits we have contracted to
sell, retire credits we may have generated but not yet sold, reduce or eliminate a significant revenue stream, or incur
substantial additional and unplanned expenses. Any permanent or temporary discontinuation or suspension of federal and
state programs that provide credits, grants and incentives, such as the AFTC, which expired on December 31, 2024 and
has not been renewed, or the Section 45Z Production Tax Credit would also adversely impact our revenue. Moreover, in
the absence of programs that allow us to generate and sell Environmental Credits or other federal and state programs that
support the RNG vehicle fuel market, or if our customers are not willing to pay a premium for RNG, we may be unable to
operate our RNG business profitably or at all.
Our commercial success depends on our ability and the ability of our third-party supply sources to successfully develop
and operate projects and produce expected volumes of RNG.
Our specific focus on RNG exposes us to risks related to the supply of and demand for RNG and Environmental
Credits, the cost of capital expenditures, government regulation, including increased and/or new tariffs on equipment
supply and raw materials, and economic conditions, among other factors. As an RNG supplier we may also be negatively
affected by lower RNG production resulting from lack of feedstock, mechanical breakdowns, faulty technology,
competitive markets, or changes to the laws and regulations that mandate the use of renewable energy sources.
In addition, other factors related to the development and operation of renewable energy projects could adversely affect
our business, including: (i) changes in pipeline gas quality standards or other regulatory changes that may limit our ability
to transport RNG on pipelines for delivery to vehicles or increase the costs of processing RNG to allow for such deliveries;
(ii) construction risks, including the risk of delay, that may arise because of inclement weather, natural disasters, accidents,
labor disruptions, disputes, or increases in costs for or shortages of equipment and construction materials; (iii) operating
risks; (iv) weather conditions; (v) financial condition of the applicable source owner, including obstacles to their ability to
adequately fund their operations or pay vendors and creditors; (vi) health of the applicable dairy herd; (vii) consolidation
in the dairy industry; (viii) budget overruns; (ix) possible liabilities because of unforeseen environmental, construction,
technological or other complications; (x) failures or delays in obtaining desired or necessary rights, including leases and
feedstock agreements; (xi) diseases and health crises; and (xii) failures or delays in obtaining and keeping in good standing
permits, authorizations and consents from local city, county, state and U.S. federal governments as well as local and U.S.
federal governmental organizations. Any of these factors could prevent completion or operation of projects, or otherwise
adversely affect our business, financial condition, and results of operations.
Acquisition, financing, construction, and development of projects by us or our partners that own projects and
divestitures, investments or other strategic relationships, may not commence on anticipated timelines or at all, may not
meet expectations, and may otherwise harm our business.
Our strategy is to continue to expand, including through the acquisition of additional projects and by signing additional
supply agreements with third-party project owners. From time to time, we and our partners enter into nonbinding letters
of intent for projects. Until the negotiations are final, however, and the parties have executed definitive documentation,
we or our partners may not be able to consummate any development or acquisition transactions, or any other similar
arrangements, on the terms set forth in the applicable letter of intent or at all. The acquisition, financing, construction and
development of projects involves numerous risks, including: the ability to obtain financing for a project on acceptable
terms or at all; difficulties in identifying, obtaining, and permitting suitable sites for new projects; failure to obtain all
necessary rights to land access and use; inaccuracy of assumptions with respect to the cost and schedule for completing
construction; inaccuracy of assumptions with respect to the biogas potential, including quality, volume, and asset life;
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delays in deliveries or increases in the price of equipment; permitting and other regulatory issues, license revocation and
changes in legal requirements; increases in the cost of labor, labor disputes and work stoppages; potential business,
financial stress or bankruptcy of partners or applicable source owners; failure to receive quality and timely performance
of third-party or utility services; unforeseen engineering and environmental problems; cost overruns, including as a result
of increased and/or new tariffs on equipment supply and raw materials; accidents involving personal injury or the loss of
life; and weather conditions, catastrophic events, including fires, explosions, earthquakes, droughts and acts of terrorism,
and other force majeure events.
Additionally, we may acquire or invest in other companies or businesses or pursue other strategic transactions or
relationships, such as joint ventures, collaborations, divestitures, or other similar arrangements. These strategic
transactions and relationships and any others we may pursue in the future involve numerous risks, any of which could
harm our business, performance and liquidity, including, among others, the following: (i) difficulties integrating the
operations, personnel, contracts, service providers and technologies of an acquired company or partner; (ii) diversion of
financial and management resources from existing operations or other opportunities; (iii) failure to realize the anticipated
synergies or other benefits of a transaction or relationship; (iv) risks of entering new customer or geographic markets in
which we may have limited or no experience; (v) potential loss of our or an acquired company’s or partner’s key
employees, customers, vendors or assets in the event of an acquisition or investment; and (vi) incurrence of substantial
costs or debt or equity dilution to fund an acquisition, investment or other transaction or relationship, as well as possible
write-offs or impairment charges relating to any businesses we partner with, invest in or acquire. Further, our partners,
including TotalEnergies, bp and Chevron, may reallocate their resources from RNG to other renewable or low carbon
vehicle fuels. Any such action would have a material adverse effect on our plans, results of operations and financial
condition.
To secure ADG RNG from new projects we develop, we typically face a long and variable development cycle that
requires significant resource commitments and a long lead time before we realize revenue.
The development, design and construction process for ADG RNG projects generally lasts between 12 to 24 months
on average. Prior to entering into a letter of intent with respect to an ADG RNG project, we typically conduct a preliminary
assessment of whether the site is commercially viable based on our expected return on investment, investment payback
period, and other operating metrics, as well as whether the necessary permits to develop a project on that site are available.
After entering into a project letter of intent, we perform a more detailed review of the site’s facilities, including a life-cycle
assessment, which serves as the basis for the final specifications of the project. Finally, we negotiate and execute contracts
with the site owner and other parties. This extended development process requires the dedication of significant time and
resources from our personnel, with no certainty of success or recovery of our expenses. Further, upon commencement of
operations, it takes about 15-18 months for the project to ramp up to expected production level, receive necessary
registrations and approvals from the Environmental Protection Agency (“EPA”) and CARB, and begin generating revenue.
All these factors, and in particular, expenditures on development of projects that will not generate significant revenue in
the near term, can contribute to fluctuations in our financial performance and increase the likelihood that our operating
results in a particular period will fall below investor expectations.
Livestock waste and dairy farm projects are dependent on LCFS credits and RINS.
Livestock waste and dairy farm projects are heavily dependent on the LCFS credits and, to a lesser extent, RINs for
commercial viability. If CARB reduces the CI score that it applies to waste conversion projects, such as dairy digesters,
the number of LCFS credits for RNG generated at livestock waste and dairy farm projects will decline. Additionally,
revenue from LCFS credits also depends on the price per LCFS credit. LCFS credit prices are driven by various market
forces, including the supply of and demand for LCFS credits, which depends on the demand for traditional and other
renewable fuels and mandated CI targets, which determine the number of LCFS credits required to offset LCFS deficits.
Fluctuations in the price of LCFS credits or the number of LCFS credits assigned will significantly affect the success of
our livestock waste and dairy farm projects. RINs and LCFS Credit prices have fluctuated in recent years and will likely
continue to be volatile. A significant decline in the value of LCFS credits could adversely affect our business, financial
condition, and results of operations.
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We have a history of losses and may incur additional losses in the future.
We have incurred pre-tax losses in the past, may incur losses in the future, and may never sustain profitability, any of
which would adversely affect our business, prospects and financial condition and may cause the price of our common
stock to fall. Furthermore, historical losses may not be indicative of future losses, and our future losses may be greater
than our past losses. In addition, to try to achieve or sustain profitability, we may choose or be forced to take actions that
result in material costs or material asset or goodwill impairments. For instance, we have recorded significant charges in
connection with our closure of certain fueling stations, our determination that certain assets were impaired because of the
foregoing, and other actions. We review our assets for impairment whenever events or changes in circumstances indicate
that the carrying value of an asset or asset group may not be recoverable, and we perform a goodwill impairment test on
an annual basis and between annual tests in certain circumstances, in each case in accordance with applicable accounting
guidance and as described in the financial statements and related notes included in this report. For example, due to a decline
in the market price of our common stock, we determined that an indicator of potential goodwill impairment existed as of
March 31, June 30, September 30, 2024, and December 31, 2024 and as such, we performed interim goodwill impairment
tests during each of the quarters ended March 31, June 30, September 30, 2024 and December 31, 2024 of our single
reporting unit.
In addition, changes to the use of our assets, divestitures, changes to the structure of our business, significant negative
industry or economic trends, disruptions to our operations, inability to effectively integrate any acquired businesses, further
market capitalization declines, or other similar actions or conditions could result in additional asset impairment or goodwill
impairment charges or other adverse consequences, any of which could have material negative effects on our financial
condition, our results of operations and the trading price of our common stock.
Our plans for hydrogen and electric vehicle stations will require significant cash investments and management
resources and may not meet our expectations.
As operators deploy hydrogen powered vehicles, we plan to modify our fueling stations, build additional hydrogen
stations, and deliver clean hydrogen. Further, we have the capability to add electric charging at our sites, and we believe
our RNG can be used to generate clean electricity to power vehicles. Our plans will require significant cash investments
and management resources and may not meet our expectations with respect to additional sales of our vehicle fuels. We
have experience constructing hydrogen fueling stations, but such facilities cost significantly more than traditional RNG
vehicle fueling stations. In addition, we have not yet added electric charging capability to any of our stations, and the cost
of such capability may be significant. We will need to ensure compliance with all applicable regulatory requirements,
including obtaining any required permits and land use rights, which could take considerable time and expense and is
subject to the risk that government support in certain areas may be discontinued. If we are unable to modify our stations
to provide hydrogen or add electric charging to our stations, or if we experience delays in doing so, our stations may be
unable to meet our customer demand, which may negatively impact our business, prospects, financial condition, and
operating results. Additionally, even if we are able to successfully modify our stations to provide hydrogen or electric
charging stations, we will be dependent on the manufacturers of hydrogen and electric vehicles to succeed in our target
markets, and we will have no influence over their activities. See the risks discussed under “We are dependent on the
production of vehicles and engines in our key customer and geographic markets by original equipment manufacturers,
over which we have no control,” above and elsewhere in these risk factors.
Increases, decreases and general volatility in oil, diesel, renewable diesel, natural gas, RNG and Environmental Credit
prices could adversely affect our business.
The prices of RNG, natural gas, crude oil, diesel, renewable diesel, and Environmental Credits can be volatile, and
this volatility may continue to increase. Factors that may cause volatility in the prices of RNG, natural gas, crude oil,
diesel, renewable diesel, and Environmental Credits include, among others, changes in supply and availability of crude
oil, RNG and other renewable transportation fuels, and natural gas, government regulations, inventory levels, customer
demand, price and availability of alternatives, weather conditions, negative publicity about crude oil or natural gas drilling,
production or transportation techniques and methods, worldwide economic, military, health and political conditions,
transportation costs and the price of foreign imports. If the prices of crude oil and diesel are low or decline, or if the price
of RNG or natural gas increases without corresponding increases in the prices of crude oil and diesel or Environmental
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Credits, we may not be able to offer our customers an attractive price for our vehicle fuels, market adoption of our vehicle
fuels could be slowed or limited and/or we may be forced to reduce the prices at which we sell our vehicle fuels in order
to try to attract new customers or prevent the loss of demand from existing customers. Natural gas and crude oil prices are
expected to remain volatile for the near future because of market uncertainties over supply and demand, including due to
the state of the world economy, geopolitical conditions, military conflicts such as the wars in Ukraine and the Middle East,
energy infrastructure and other factors. Fluctuations in natural gas prices affect the cost to us of the natural gas commodity.
High natural gas prices adversely affect our operating margins when we cannot pass the increased costs through to our
customers. Conversely, lower natural gas prices reduce our revenue when the commodity cost is passed through to our
customers.
Pricing conditions may also exacerbate the cost differential between vehicles that use our fuels and diesel-powered
vehicles, which may lead operators to delay or refrain from purchasing or converting to our vehicle fuels. Generally,
vehicles that use our fuels cost more initially than diesel-powered vehicles because the components needed for a vehicle
to use our fuels add to the vehicle’s base cost. Operators then seek to recover the additional base cost over time through a
lower cost to use our fuels. Operators may, however, perceive an inability to timely recover these additional initial costs
if our vehicle fuels are not available at prices sufficiently lower than diesel. Such an outcome could decrease our potential
customer base and harm our business prospects.
We face increasing competition from competitors, many of which have far greater resources, customer bases and brand
awareness than we have, and we may not be able to compete effectively with these businesses.
The market for vehicle fuels is highly competitive. The biggest competition for our products is diesel because most
vehicles in our key markets are powered by these fuels. We also compete with suppliers of other alternative vehicle fuels,
including renewable diesel, biodiesel, and ethanol, as well as producers and fuelers of alternative vehicles, including
hybrid, electric and hydrogen-powered vehicles. Additionally, our stations compete directly with other natural gas fueling
stations and indirectly with electric vehicle charging stations and fueling stations for other vehicle fuels. Many businesses
are in the market for RNG and other alternatives for use as vehicle fuel, including alternative vehicle and alternative fuel
companies, refuse collectors, industrial gas companies, private equity groups, commodity traders, truck stop and fuel
station owners, fuel providers, gas marketers, utilities and their affiliates and other organizations. If the alternative vehicle
fuel market grows, the number and type of participants in this market and their level of capital and other commitments to
alternative vehicle fuel programs could increase. Many of our competitors have substantially greater customer bases, brand
awareness and financial, marketing and other resources than we have. As a result, these competitors may be able to respond
more quickly to changes in customer preferences, legal requirements or other industry or regulatory trends; devote greater
resources to the development, promotion and sale of their products; adopt more aggressive pricing policies; dedicate more
effort to infrastructure and systems development in support of their business or product development activities; implement
more robust or creative initiatives to advance customer acceptance of their products; or exert more influence on the
regulatory landscape that affects the vehicle fuels market. We expect competition to increase in the vehicle fuels market
generally. In addition, if the demand for alternative vehicle fuels, including RNG, increases, then we expect competition
to also increase. Any such increased competition may reduce our customer base and revenue and may lead to increased
pricing pressure, reduced operating margins and fewer expansion opportunities.
We rely on information technology in our operations, and any material failure, inadequacy, interruption, or security
failure of that technology could harm our business.
Increased global cybersecurity threats and more sophisticated and targeted computer crime pose a risk to the security
of our information systems and the confidentiality, availability and integrity of our data. There have been several recent,
highly publicized cases in which organizations of various types and sizes have reported the unauthorized disclosure of
customer or other confidential information, as well as cybersecurity incidents involving the dissemination, theft and
destruction of corporate information, intellectual property, cash or other valuable assets. There have also been several
highly publicized cases in which hackers have requested “ransom” payments in exchange for not disclosing customer or
other confidential information or for not disabling the target company’s computer or other systems. Implementing security
measures designed to prevent, detect, mitigate or correct these or other cybersecurity threats involves significant costs.
Despite implementing security measures, we have, from time to time, experienced cyberattacks or other cybersecurity
incidents that have threatened our data and information systems. It is possible that future cybersecurity incidents could
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materially and adversely affect our business. We cannot provide assurance that our safety and security measures will
prevent our information systems from improper functioning or damage, or the improper access or disclosure of personally
identifiable information such as in the event of cybersecurity incidents. Any IT security threats that are successful against
our security measures could, depending on their nature and scope, lead to the compromise of confidential information,
improper use of our systems and networks, manipulation and destruction of data, operational disruptions, and substantial
financial outlays. A cybersecurity incident could occur and persist for an extended period without detection, and an
investigation of any successful cybersecurity incident would likely require significant time, costs and other resources to
complete. We may be required to expend significant financial resources to protect against or to remediate such
cybersecurity incidents. In addition, our information technology infrastructure and information systems are vulnerable to
damage or interruption from natural disasters, power loss and telecommunications failures.
The company relies on third party service providers, software as a service providers, and technologies to operate
critical business systems and process sensitive information. Our ability to monitor these third parties’ information security
practices is limited, and they may not have adequate information security measures in place, or they may suffer unexpected
downtime due to power loss, computer system or data network failures. Any security incident or other type of interruption,
our information systems may become disabled or inaccessible, disrupting our operations.
The integration of Internet of Things (“IoT”) and Artificial Intelligence (“AI”) technologies into our business
operations presents both significant opportunities and inherent risks. While these technologies offer the potential to
enhance efficiency, improve decision-making, and create value, they also expose the company to various operational,
cybersecurity, and regulatory risks. The reliance on IoT and AI systems for critical business operations necessitates high
levels of system reliability and performance. Any malfunction, failure, or suboptimal performance of these systems can
disrupt business activities, resulting in downtime, reduced productivity, and financial losses. Inaccurate, incomplete, or
corrupted data can lead to flawed decision-making, inefficiencies, and potential financial and operational risks. IoT and
AI systems are vulnerable to cyber threats, including data breaches, hacking, and unauthorized access. A successful
cyber - attack can compromise sensitive company information, customer data, and intellectual property, leading to financial
losses, legal liabilities, and reputational damage. The use of IoT and AI technologies involves collecting and processing
large volumes of personal and proprietary data. Any mishandling or unauthorized access to this data can result in privacy
breaches, regulatory penalties, and loss of customer trust. The regulatory landscape for IoT and AI technologies is evolving
rapidly. The company must ensure compliance with existing and emerging regulations related to data protection, privacy,
and cybersecurity. Non-compliance can result in significant legal and financial penalties and impact business operations
Any failure to maintain proper function, security and availability of the information systems and the data maintained
in those systems we use could interrupt our operations, damage our reputation, subject us to liability claims or regulatory
penalties, harm our business relationships or increase our security and insurance costs, which could have a material adverse
effect on our business, financial condition and results of operations.
NG Advantage may not be successful.
NG Advantage provides “virtual pipelines” to transport CNG by truck from compression facilities to pipeline
interconnects and to industrial and commercial customer users that do not have direct access to natural gas pipelines. NG
Advantage faces unique risks, including among others: (i) it has a history of net losses; (ii) NG Advantage may need to
raise additional capital, which may not be available, may only be available on onerous terms, or may only be available
from the Company; (iii) the labor market for truck drivers is very competitive, which increases NG Advantage’s difficulty
in meeting its delivery obligations; (iv) NG Advantage often transports CNG in trailers over long distances and these
trailers may be involved in accidents; and (v) NG Advantage’s CNG trailers may become subject to new or changed
regulations that could adversely affect its business. If NG Advantage fails to manage any of these risks, our business,
financial condition, liquidity, results of operations, prospects and reputation may be harmed. In addition, we have been a
significant source of financing for NG Advantage. If NG Advantage needs to raise additional capital and is not able to
obtain financing from external sources, we may need to provide additional debt or equity capital to allow NG Advantage
to satisfy its commitments and maintain operations.
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Our station construction activities subject us to business and operational risks.
As part of our business activities, we design and construct vehicle fueling stations that we either own and operate
ourselves or sell to our customers. These activities require a significant amount of judgment in determining where to build
and open fueling stations, including predictions about fuel demand that may not be accurate for any of the locations we
target. As a result, we have built stations that we may not open for fueling operations, and we may open stations that fail
to generate the volume or profitability levels we anticipate, either or both of which could occur due to a lack of sufficient
customer demand at the station locations or for other reasons. For any stations that are completed but unopened, we would
have substantial investments in assets that do not produce revenue, and for any stations that are open and underperforming,
we may decide to close the stations. We have nearly completed stations that are not open for fueling operations. Some of
these stations are subject to agreements that will expire prior to us being able to open such stations and, as a result, we will
incur substantial additional costs and non-cash asset impairments or other charges to remove or abandon equipment located
at such stations, which could cause the price of our common stock to decline. For example, our Liquified Natural Gas
Fueling Station and LNG Master Sales Agreement with Pilot Travel Centers, LLC (“Pilot”) may expire in August 2025
per its terms, and may not be renewed. If a new agreement is not reached, the Company would abandon and remove its
assets located at 55 Pilot stations. In connection with the potential removal of station equipment and site improvements,
the Company may recognize up to approximately $55.0 million in accelerated depreciation expense relating to the change
in depreciable life of the 55 station assets. Amounts associated with the accelerated depreciation expense would be
included in “Depreciation and amortization” at the time the Company decides to abandon the station assets.
We also face many operational challenges in connection with our station design and construction activities. For
example, we may not be able to identify suitable locations for the stations we or our customers seek to build. Additionally,
even if preferred sites can be located, we may encounter land use or zoning difficulties, problems with utility services,
challenges obtaining and retaining required permits and approvals or local resistance, including due to reduced operations
of permitting agencies because of health crises, any of which could prevent us or our customers from building new stations
on these sites or limit or restrict the use of new or existing stations. Any such difficulties, resistance or limitations or any
failure to comply with local permit, land use or zoning requirements could restrict our activities or expose us to fines,
reputational damage or other liabilities, which would harm our business and results of operations. In addition, we act as
the general contractor and construction manager for new station construction and facility modification projects, and we
typically rely on licensed subcontractors to perform the construction work. We may be liable for any damage we or our
subcontractors cause or for injuries suffered by our employees or our subcontractors’ employees during the course of work
on our projects.
Additionally, increased and/or new tariffs on equipment supply and raw materials, and shortages of skilled
subcontractor labor could significantly delay a project or otherwise increase our costs. For example, the Trump
Administration has imposed and announced plans to impose broad-based tariffs on imports from many countries, including
China, Mexico, and Canada, as well as countries of the European Union, Japan. Such tariffs could cause the cost of
procuring material and equipment used in the construction and development of our stations to significantly increase.
Further, our expected profit from a project is based in part on assumptions about the cost of the project, and cost overruns,
delays or other execution issues may, in the case of projects we complete and sell to customers, result in our failure to
achieve our expected margins or cover our costs, and in the case of projects we build and own, result in our failure to
achieve an acceptable rate of return. If any of these events occur, our business, operating results and liquidity could be
negatively affected.
We have significant contracts with government entities, which are subject to unique risks.
We have, and expect to continue to seek, long-term fueling station construction, maintenance and fuel sale contracts
with various government bodies, which accounted for 27%, 30% and 22% of our revenue in 2022, 2023 and 2024,
respectively. In addition to normal business risks, including the other risks discussed in these risk factors, our contracts
with government entities are often subject to unique risks, some of which are beyond our control. For example, long-term
government contracts and related orders are subject to cancellation if adequate appropriations for subsequent performance
periods are not made. Further, the termination of funding for a government program supporting any of our government
contracts or any other governmental action that results in reduced support for our government contracts could result in the
loss of anticipated future revenue attributable to the contract. Moreover, government entities with which we contract are
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often able to modify, curtail or terminate contracts with us at their convenience and without prior notice, and would only
be required to pay for work completed and commitments made at or prior to the time of termination.
In addition, government contracts are frequently awarded only after competitive bidding processes, which are often
protracted. In many cases, unsuccessful bidders for government contracts are provided the opportunity to formally protest
the contract awards through various agencies or other administrative and judicial channels. The protest process may
substantially delay a successful bidder’s contract performance, result in cancellation of the contract award entirely and
distract management. As a result, we may not be awarded contracts for which we bid, and substantial delays or cancellation
of contracts may follow any successful bids as a result of any protests by other bidders. The occurrence of any of these
risks would have a material adverse effect on our results of operations and financial condition.
Our results of operations fluctuate significantly and are difficult to predict.
Our results of operations have historically experienced, and may continue to experience, significant fluctuations as a
result of a variety of factors, including, among others, the amount and timing of our vehicle fuel sales, Environmental
Credit sales and recognition of government credits, station construction sales, grants and incentives, such as AFTC, which
expired on December 31, 2024 and has not been renewed (for example, we recorded all of the AFTC revenue associated
with our vehicle fuel sales made in the first and second quarters of 2022 during the third quarter of 2022); fluctuations in
commodity, station construction and labor costs, including as a result of increased and/or new tariffs on equipment supply
and raw materials; fluctuations in expenditures and resource commitments due to new ADG RNG project developments;
variations in the fair value of certain of our derivative instruments that are recorded in revenue; sales of compressors and
other equipment used in RNG production and at fueling stations; the amount and timing of our billing, collections and
liability payments; weather and seasonality; and the other factors described in these risk factors.
Our performance in certain periods has also been affected by transactions or events that have resulted in significant
cash or non-cash gains or losses. These or other similar gains or losses may not recur, in the same amounts or at all in
future periods. These significant fluctuations in our operating results may render period-to-period comparisons less
meaningful, such as with respect to periods heavily impacted by effects of the COVID-19 pandemic or periods impacted
by non-cash asset impairment charges related to station closures, and investors in our securities should not rely on the
results of one period as an indicator of performance in any other period. Additionally, these fluctuations in our operating
results could cause our performance in any period to fall below the financial guidance we may have provided to the public
or the estimates and projections of the investment community, which could negatively affect the price of our common
stock.
A pandemic, epidemic or other infectious disease outbreaks, such as the COVID-19 pandemic, may adversely harm our
business.
Our business may be adversely impacted by a future pandemic or epidemic, such as the COVID-19 pandemic. For
example, as a result of the COVID-19 pandemic, we experienced increased costs on equipment and construction services,
and longer lead times on equipment and materials orders. Any future pandemic, epidemic, or infectious disease outbreak
could also adversely affected our business through delaying the adoption of our RNG and natural gas vehicle fuels by
heavy-duty trucks and/or a delaying increased usage of our vehicle fuels; decreasing the volume of truck and fleet
operations, including shuttle buses at airports, refuse trucks, and public transportation generally, and disrupting production
of vehicles and engines that use our fuels. Any of the foregoing may result in decreased demand for our vehicle fuels, plant
closures, decreased manufacturing capacity, and delays in deliveries, which would negatively impact our business,
operations, and financial condition.
Our future success will depend on our ability to attract and retain qualified management, technical, and other
personnel.
Our future success is dependent on the services and performance of our executive officers and other key management,
engineering, information technology, scientific, manufacturing and operating personnel. The loss of the services of any
such personnel could materially adversely affect our business. Our ability to achieve our strategic plans will also depend
on our ability to attract and retain additional qualified personnel. Recruiting key personnel in our industry is highly
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competitive and we cannot assure you that we will be able to do so. Our inability to attract and retain additional qualified
personnel, or the departure of key employees, could materially and adversely affect our strategic plans and, therefore, our
business, results of operations and financial condition. In addition, our inability to attract and retain sufficient personnel
to quickly increase production at our facilities when and if needed to meet increased demand may adversely impact our
ability to respond rapidly to any new product, growth or revenue opportunities.
Risks Related to Our Indebtedness and Other Capital Resources.
We may need to raise additional capital to continue to fund our business, which could have negative effects and may
not be available when needed, on acceptable terms or at all.
We require capital to pay for capital expenditures, operating expenses, any mergers, acquisitions or strategic
investments, capital calls related to our joint ventures, transactions or relationships we may pursue, and to make principal
and interest payments on our indebtedness. If we cannot fund any of these activities with capital on-hand or cash provided
by our operations, we may seek additional capital from other sources, such as by selling assets or pursuing debt or equity
financing.
Asset sales and equity or debt financing may not be available when needed, on terms favorable to us or at all. Any
sale of our assets to generate cash proceeds may limit our operational capacity and could limit or eliminate any revenue
streams or business plans that are dependent on the sold assets. Any issuances of our common stock or securities
convertible into our common stock to raise capital would dilute the ownership interest of our existing stockholders. Any
additional debt financing we may pursue could require us to make significant interest or other payments. In addition, higher
levels of indebtedness could increase our risk of non-repayment, adversely affect our creditworthiness, and amplify the
other risks associated with our existing debt, which are discussed elsewhere in these risk factors. Further, we may incur
substantial costs in pursuing any capital-raising transactions, including investment banking, legal and accounting fees. On
the other hand, if we are unable to obtain capital in amounts sufficient to fund our obligations, expenses, and strategic
initiatives, we could be forced to suspend, delay or curtail our business plans or operating activities or could default on
our contractual commitments. Any such outcome could negatively affect our business, performance, liquidity, and
prospects.
Our indebtedness could adversely affect our financial condition or operating flexibility and prevent us from fulfilling
our obligations under our credit agreement and other indebtedness we may incur, and we may not generate sufficient
cash flow from our business to pay our debt.
On December 12, 2023, we and our wholly-owned direct subsidiary Clean Energy entered into a senior secured first
lien term loan agreement (as amended, supplemented or otherwise modified, the “Stonepeak Credit Agreement”) with the
lenders from time to time party thereto, including certain affiliates of Stonepeak Partners LP (“Stonepeak Partners”), a
leading alternative investment firm specializing in infrastructure and real assets, and Alter Domus Products Corp., as the
administrative agent for the lenders and collateral agent for the secured parties, pursuant to which the Lenders funded a
$300,000,000 senior secured term loan and committed to making an additional $100,000,000 of delayed draw term loans
available for the two-year period after closing. As of December 31, 2024, we had total consolidated indebtedness of
$268.1 million, net of debt discount, and we may incur additional debt in the future. Our outstanding and any future
indebtedness could make us more vulnerable to adverse changes in general U.S. and worldwide economic conditions,
including rising interest rates, regulatory, and competitive conditions, limit our flexibility to plan for or react to changes
in our business or industry, place us at a disadvantage compared to our competitors that have less debt, or limit our ability
to borrow or otherwise raise additional capital as needed.
Our payments of amounts owed under our various debt instruments will reduce our cash resources available for other
purposes, including pursuing strategic initiatives, transactions or other opportunities, satisfying our other commitments,
and generally supporting our operations. Moreover, our ability to make these payments depends on our future performance,
which is subject to economic, financial, competitive and other factors, including those described in these risk factors, and
many of which are beyond our control. Our business may not generate sufficient cash from operations to service our debt.
If we cannot meet our debt obligations from our operating cash flows, we may pursue one or more alternative measures.
Any repayment of our debt with equity, however, would dilute the ownership interests of our existing stockholders. We
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are permitted under the Stonepeak Credit Agreement to incur additional debt under certain conditions. If new debt were
to be incurred in the future, the related risks that we now face could intensify. The Stonepeak Credit Agreement requires
us and our subsidiaries, on a consolidated basis, to comply with a maximum total net leverage ratio, a minimum interest
coverage ratio, and a minimum liquidity test. In addition, the Stonepeak Credit Agreement contains certain covenants that
limit or restrict our and our subsidiaries’ ability to incur liens, incur indebtedness, dispose of assets, make investments,
make certain restricted payments, merge or consolidate, amend our charter documents and certain other agreements, and
enter into speculative hedging arrangements. In the event of any default on our debt obligations, the holders of the
indebtedness could, among other things, declare all amounts owed immediately due and payable and foreclose on our
assets that serve as collateral. Any such declaration could deplete all or a large portion of our available cash flow, and
thereby reduce the amount of cash available to pursue our business plans or force us into bankruptcy or liquidation.
Our warranty reserves may not adequately cover our warranty obligations, which could result in unexpected costs.
We provide product warranties with varying terms and durations for the stations we build and sell, and we establish
reserves for the estimated liability associated with these warranties. Our warranty reserves are based on historical trends
and any specifically identified warranty issues known to us, and the amounts estimated for these reserves could differ
materially from the warranty costs we may actually incur. We would be adversely affected by an increase in the rate or
volume of warranty claims or the amounts involved in warranty claims, any of which could increase our costs beyond our
established reserves and cause our cash position and financial condition to suffer.
Risks Related to Environmental Health and Safety and Governmental and Environmental Regulations
Our business is influenced by environmental, tax and other government regulations, programs and incentives that
promote our vehicle fuels, and their modification or repeal could negatively affect our business.
Our business is influenced by federal, state, and local tax credits, rebates, grants and other government programs and
incentives that promote or exclude the use of our vehicle fuels. These include various government programs that make
grant funds available from the purchase of vehicles and construction of fueling stations or dairy digesters, as well as the
AFTC, which expired on December 31, 2024 and has not been renewed, under which we generated revenue for our vehicle
fuel sales. Additionally, our business is influenced by laws, rules and regulations that require reductions in carbon
emissions and/or the use of renewable fuels, such as the programs under which we generate Environmental Credits.
These programs and regulations, which have the effect of encouraging the use of RNG as a vehicle fuel, could expire
or be repealed or amended for a variety of reasons. For example, parties with an interest in gasoline and diesel, electric or
other alternative vehicles or vehicle fuels, including lawmakers, regulators, policymakers, environmental or advocacy
organizations, producers of alternative vehicles or vehicle fuels, or other powerful groups, may invest significant time and
money in efforts to delay, repeal or otherwise negatively influence regulations and programs that promote RNG. Many of
these parties have substantially greater resources and influence than we have. Further, challenges to agencies’ rules and
regulations and their interpretations of such rules and regulations, and changes in federal, state or local political, social or
economic conditions, including as a result of a lack of legislative focus on these programs and regulations or prolonged
U.S. government shutdown, could result in their modification, delayed adoption or repeal. For example, the Inflation
Reduction Act of 2022 (“IRA”) contains credits and tax incentives that have been and may in the future be beneficial to
us but an executive order issued by President Trump in January 2025 (the “January 2025 Executive Order”) has paused
disbursement of certain funds under the IRA and there can be no assurance that we will be able to continue to benefit from
such credits in the future.
Additionally, in its June 2024 decision in Loper Bright Enterprises v. Raimondo (the “Loper decision”), the U.S.
Supreme Court overturned the longstanding Chevron doctrine, under which courts were required to give deference to
regulatory agencies’ reasonable interpretations of ambiguous federal statutes. The Loper decision could result in additional
legal challenges to regulations and guidance issued by federal agencies applicable to our operations. Further, the Loper
decision may result in increased regulatory uncertainty, inconsistent judicial interpretations and other impacts to the agency
rulemaking process. We cannot predict which additional measures may be adopted or the impact of current and additional
measures on the programs and regulations we rely on, Environmental Credits, which could have a material adverse effect
on our business, financial condition and results of operations. Any failure to adopt, delay in implementing, expiration,
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repeal or modification of these programs and regulations, or the adoption of any programs or regulations that encourage
the use of other alternative fuels or alternative vehicles over RNG, could reduce the market for RNG as a vehicle fuel and
harm our operating results, liquidity, and financial condition.
To benefit from Environmental Credits, RNG projects are required to be registered and are subject to audit.
RNG projects are required to register with the EPA and relevant state regulatory agencies. Further, we qualify our
RINs through a voluntary Quality Assurance Plan, which typically takes from three to five months from first injection of
RNG into the commercial pipeline system. We also must certify RNG pathways with CARB, which typically takes from
15 to 18 months from first injection of RNG into the commercial pipeline system. Delays in obtaining registration, RIN
qualification, and any LCFS credit qualification of a new project could delay future revenues from a project and could
adversely affect our cash flow. Further, we may make large investments in projects prior to receiving the regulatory
approval and RIN qualification. By registering RNG projects with the EPA’s voluntary Quality Assurance Plan and by
establishing RNG pathways under CARB’s LCFS program, we are subject to third-party audits and on-site visits of
projects to validate generated RINs and overall compliance with the federal renewable fuel standard and the LCFS. We
are also subject to a separate third party’s annual attestation review. The Quality Assurance Plan provides a process for
RIN owners to follow, for an affirmative defense to civil liability, if used or transferred Quality Assurance Plan verified
RINs were invalidly generated. A project’s failure to comply could result in remedial action, including penalties, fines,
retirement of RINs, or termination of the project’s registration, any of which could adversely affect our business, financial
condition and results of operations.
Our business could be negatively affected by federal or state laws, orders or regulations mandating new or additional
limits on GHG emissions, “tailpipe” emissions or internal combustion engines.
Federal or state laws, orders or regulations have been adopted, such as California’s AB 32 cap and trade law, and may
in the future be adopted that impose limits on GHG emissions or otherwise require the adoption of zero-emission electric
vehicles. The effects of GHG emission limits on our business are subject to significant uncertainties based on, among other
things, the timing of any requirements, the required levels of emission reductions, the nature of any market-based or
tax - based mechanisms adopted to facilitate reductions, the relative availability of GHG emission reduction offsets, the
development of cost-effective, commercial-scale carbon capture and storage technology and supporting regulations and
liability mitigation measures, the range of available compliance alternatives, and our ability to demonstrate that our vehicle
fuels qualify as a compliance alternative under any statutory or regulatory programs to limit GHG emissions. If our vehicle
fuels are not able to meet GHG emission limits or perform as well as other alternative fuels and vehicles, our solutions
could be less competitive. Furthermore, additional federal or state taxes could be implemented on “tailpipe” emissions or
on methane emissions generally, which would have a negative impact on the cost of our vehicle fuels, as compared to
vehicle fuels that do not generate tailpipe emissions.
In June 2020, CARB adopted the Advanced Clean Trucks regulation, which requires manufacturers to sell a gradually
increasing proportion of zero-emission electric trucks, vans and pickup trucks from 2024 onwards. By the year 2045, the
Advanced Clean Trucks (the “ACT”) regulation seeks to have every new commercial vehicle sold in California be
zero - emissions. Further, in September 2020, the Governor of the State of California issued an executive order (the
“September 2020 Executive Order”) providing that it shall be the goal of California that (i) 100% of in-state sales of new
passenger cars and trucks will be zero-emission by 2035, (ii) 100% of medium- and heavy-duty vehicles in California will
be zero-emission by 2045 for all operations, where feasible, and by 2035 for drayage trucks, and (iii) the state will transition
to 100% zero-emission off-road vehicles and equipment by 2035 where feasible. The September 2020 Executive Order
also directed CARB to develop and propose regulations and strategies aimed at achieving the foregoing goals. Resulting
regulations mandate increasing adoption of zero-emission vehicles. The ACT received a federal EPA waiver from the
Biden administration. It is possible that the Trump Administration may withdraw the federal EPA waiver given to
California over the ACT. California will face difficulties in implementing the ACT without significant fleet purchase
requirements. To succeed, ACT may need to be significantly modified to include low NOx trucks that meet a minimum
of 50mg NOx emissions standard as set by CARB’s Omnibus rule.
In April 2023, CARB adopted the Advanced Clean Fleets (the “ACF”) regulation, which requires all public transit
truck fleets, including municipal and other governments, be zero emission by 2042. The ACF regulation also sought to
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end the sale of combustion trucks in California in 2036. The ACF did not received a federal EPA waiver and CARB chose
to withdraw the ACF’s waiver application in January 2025. As it stands now, ACF can only legally mandate state and
local government fleets to purchase ZETs which may be insufficient to sustain the manufacturing numbers required by
ACT over time.
Among other things, we believe the intent of the ACT, the September 2020 Executive Order, and the ACF regulation
is to limit and ultimately discontinue the production and use of internal combustion engines because such engines have
“tailpipe” emissions. Implementation of such regulations and executive actions may slow, delay or prevent the adoption
by fleets and other commercial customers of our vehicle fuels, particularly in California. Moreover, other states have
enacted, or have taken steps to enact, similar regulations, which may slow, delay, change, or prevent the adoption of our
vehicle fuels in those states as well. These actions could result in state funding and incentive programs being directed only
to the adoption of zero emission vehicles. In December 2021, President Biden signed an executive order (the “2021
Executive Order”) that directs the federal government to achieve certain goals, including purchasing 100% zero-emission
vehicles by 2035 for its fleet of over 600,000 cars and trucks.
Our business is subject to a variety of government regulations, including environmental regulations, which may restrict
our operations and result in costs and penalties or otherwise adversely affect our business and ability to compete.
We are subject to a variety of federal, state and local laws and regulations relating to the environment, health and
safety, labor and employment, building codes and construction, zoning and land use, the government procurement process,
any political activities or lobbying in which we may engage, public reporting and taxation, among others. It is difficult and
costly to manage the requirements of every authority having jurisdiction over our various activities and to comply with
their varying standards. Many of these laws and regulations are complex, change frequently, may be unclear and difficult
to interpret and have become more stringent over time. Any changes to existing regulations, adoption of new regulations,
or judicial rulings regarding such regulations, may result in significant additional expense to us or our customers. For
example, our operations are and will be subject to federal, state and local environmental laws and regulations, including
laws relating to the use, handling, storage, disposal of and human exposure to hazardous materials. Contamination at
properties we own or operate, will own or operate, or formerly owned or operated to which hazardous substances were
sent by us, are subject to the Comprehensive Environmental Response, Compensation and Liability Act, which can impose
liability for the full amount of remediation-related costs without regard to fault, for the investigation and cleanup of
contaminated soil and ground water, for impacts to human health and for damages to natural resources.
Further, from time to time, as part of the regular evaluation of our operations, including newly acquired or developing
operations, we may be subject to compliance audits by regulatory authorities, which may distract management from our
revenue-generating activities and involve significant costs and use of other resources. Also, we often need to obtain facility
permits or licenses to address, among other things, storm water or wastewater discharges, waste handling and air emissions
in connection with our operations, which may subject us to onerous or costly permitting conditions or delays if permits
cannot be timely obtained. Our failure to comply with any applicable laws and regulations could result in property damage,
bodily injury or a variety of administrative, civil and criminal enforcement measures, including, among others, assessment
of monetary penalties, imposition of corrective requirements, including cleanup costs, or prohibition from providing
services to government entities. If any of these enforcement measures were imposed on us, our business, financial
condition, and performance could be negatively affected.
Our operations entail inherent safety and environmental risks, which may result in substantial liability to us.
Our operations entail inherent safety risks, including risks associated with equipment defects, malfunctions, failures,
and misuses. For example, operation of LNG pumps requires special training because of the extremely low temperatures
of LNG. Also, LNG tanker trailers and CNG fuel tanks and trailers could rupture if involved in accidents or improper
maintenance or installation. Further, improper refueling of vehicles that use our fuels or operation of vehicle fueling
stations could result in sudden releases of pressure that could cause explosions. In addition, our operations may result in
the venting of methane, which is flammable and is a potent GHG. These safety and environmental risks could result in
uncontrollable flows of our fuels, fires, explosions, death, or serious injury, any of which may expose us to liability for
personal injury, wrongful death, property damage, pollution and other environmental damage. We may incur substantial
liability and costs if any such damages are not covered by insurance or are more than our policy limits, or if environmental
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damage causes us to violate applicable GHG emissions or other environmental laws. Additionally, the occurrence of any
of these events with respect to our fueling stations or our other operations could materially harm our business and
reputation. Moreover, the occurrence of any of these events to any other organization in our vehicle fuel business could
harm our industry generally by negatively affecting perceptions about, and adoption levels of, our vehicle fuels.
Risks Related to Our Common Stock
A significant portion of our outstanding common stock is owned or otherwise subject to acquisition by three
equityholders, each of which may have interests that differ from the Company’s other stockholders and which now or
in the future may be able to influence the Company’s corporate decisions, including a change of control.
After giving effect to the issuance of the Amazon Warrant and the Stonepeak Warrant (defined below), Total
Marketing Services, S.A.S (“TMS”), a wholly owned subsidiary of TotalEnergies, owns approximately 19% of our
outstanding shares of common stock as of December 31, 2024. In addition, TotalEnergies was granted certain special
rights that our other stockholders do not have in connection with its acquisition of this ownership position, including the
right to designate two individuals to serve as directors of our Company and a third individual to serve as an observer on
certain of our board committees.
The Amazon Warrant was immediately exercisable by Amazon Holdings for 4.999% of our outstanding common
stock when issued. Subject to additional vesting through fuel purchase from the Company pursuant to the Fuel Agreement,
the Amazon Warrant will be exercisable for up to 19.999% of our outstanding common stock on a fully diluted basis
(determined at the time of issuance), subject to certain anti-dilution provisions, and Amazon Holding’s beneficial
ownership will initially be contractually limited to the beneficial ownership limitation unless Amazon Holdings gives the
Company 61 days’ notice that it is waiving such limitation.
The Stonepeak Warrant is exercisable at any time after December 12, 2025 for up to 9.999% of our common stock
outstanding immediately after giving effect to such exercise, and Stonepeak’s beneficial ownership will initially be
contractually limited to such beneficial ownership limitation unless Stonepeak gives the Company 61 days’ notice that it
is waiving such limitation.
TotalEnergies or other current or future large stockholders may be able to influence or control matters requiring
approval by our stockholders, including the election of directors, mergers and acquisitions, or other extraordinary
transactions. Large stockholders may have interests that differ from other stockholders and may vote or otherwise act in
ways with which the Company or other stockholders disagree or that may be adverse to your interests. A concentration of
stock ownership may also have the effect of delaying, preventing or deterring a change of control of our Company, which
could deprive our stockholders of an opportunity to receive a premium for their shares of our common stock as part of a
sale of our Company and could affect the market price of our common stock. Conversely, such a concentration of stock
ownership may facilitate a change of control under terms other stockholders may not find favorable or at a time when other
stockholders may prefer not to sell.
Sales of our common stock, or the perception that such sales may occur, could cause the market price of our stock to
drop significantly, regardless of the state of our business.
All outstanding shares of our common stock are eligible for sale in the public market, subject in certain cases to the
requirements of Rule 144 under the Securities Act. Also, shares of our common stock that may be issued upon the exercise,
vesting or conversion of our outstanding stock options and restricted stock units may be eligible for sale in the public
market, to the extent permitted by Rule 144 and the provisions of the applicable stock option and restricted stock unit
agreements or if such shares have been registered under the Securities Act. Sales of large amounts of our common stock
by large stockholders, or the perception that such sales may occur, could cause the market price of our common stock to
decline, regardless of the state of the Company’s business. Our common stock held by TMS, our common stock underlying
the Amazon Warrant, and our common stock underlying the Stonepeak Warrant may be sold in the public market under
Rule 144 or in registered sales or offerings pursuant to registration rights held by each stockholder. If these shares are sold,
or if it is perceived that they may be sold, in the public market, the trading price of our common stock could decline.
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The price of our common stock may continue to fluctuate significantly, and you could lose all or part of your investment.
The market price of our common stock has experienced, and may continue to experience, significant volatility. Factors
that may cause volatility in the price of our common stock, many of which are beyond our control, include, among others,
the following: (i) the factors that may influence the adoption of our vehicle fuels, as discussed elsewhere in these risk
factors; (ii) our ability to implement our business plans and initiatives and their anticipated, perceived or actual level of
success; (iii) failure to meet or exceed any financial guidance we have provided to the public or the estimates and
projections of the investment community; (iv) the market’s perception of the success and importance of any of our
acquisitions, divestitures, investments or other strategic relationships or transactions; (v) the amount and timing of sales
of, and prices for, Environmental Credits; (vi) actions taken by state or federal governments to mandate or otherwise
promote or incentivize alternative vehicles or vehicle fuels over, or to the exclusion of, RNG; (vii) technical factors in the
public trading market for our common stock that may produce price movements that may or may not comport with macro,
industry or company-specific fundamentals, including, without limitation, the sentiment of retail investors (including as
may be expressed on financial trading and other social media sites), the amount and status of short interest in our common
stock, access to margin debt, and trading in options and other derivatives on our common stock; (viii) changes in political,
regulatory, health, economic and market conditions; and (ix) a change in the trading volume of our common stock.
In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that
are unrelated to the operating performance of particular companies, but which have affected the market prices of these
companies’ securities. These market fluctuations may also materially and adversely affect the market price of our common
stock. Volatility or declines in the market price of our common stock could have other negative consequences, including,
among others, further impairments to our assets, potential impairments to our goodwill and a reduced ability to use our
common stock for capital-raising, acquisitions or other purposes. The occurrence of any of these risks could materially
and adversely affect our financial condition, results of operations and liquidity and could cause further declines in the
market price of our common stock.
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity.
We maintain an information security program as part of our enterprise-wide risk management system. Our information
security program is managed by our Group Vice President, whose portfolio includes top level oversight of information
technology, information security and IT risk management. The Group Vice president is responsible, along with his team,
for leading company-wide cybersecurity strategy, policy, standards, architecture, and processes. Our Group Vice President
has served in that role since 2012 and has been in cybersecurity related roles for 25 years. Our Group Vice President and
IT Director provide periodic updates to our Board of Directors, Audit Committee, and other senior management members.
These updates include, among other risk management issues, updates on the Company’s cybersecurity risks and threats,
the status of projects to strengthen our information security systems, assessments of the information security program, and
the emerging threat landscape.
Our program is regularly evaluated by internal and external experts with the results of those reviews reported to the
Board of Directors, Audit Committee, and senior management. We also collaborate with thought leaders in cybersecurity
including with key vendors, business partners, cybersecurity and data breach response counsel, and industry participants
as part of our continuing efforts to evaluate and improve the effectiveness of our information security policies and
procedures. This collaboration allows us to rapidly adopt industry best practices developed through firsthand experience
mitigating cyber incidents.
When reviewing potential threats or cybersecurity incidents, our Board of Directors has delegated the authority to the
Audit Committee to setup crisis incident management teams comprised of senior management and appropriate specialists.
These crisis incident management teams report on an as needed basis to the Audit Committee and full Board of Directors
to keep them informed and seek direction where necessary.
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We are not aware of any risks from cybersecurity threats, including as a result of any cybersecurity incidents, which
have materially affected or are reasonably likely to materially affect our company, including our business strategy, results
of operations, or financial condition. Refer to “Item 1A. Risk Factors” in this annual report on Form 10-K, including “We
rely on information technology in our operations, and any material failure, inadequacy, interruption, or security failure
of that technology could harm our business,” for additional discussion about cybersecurity-related risks.
Item 2. Properties.
Our corporate headquarters are located at 4675 MacArthur Court, Suite 800, Newport Beach, California 92660, where
we occupy approximately 48,000 square feet of office space. Our lease for this facility expires in June 2028.
We own and operate the Boron Plant in Boron, California, approximately 125 miles from Los Angeles. In
November 2006, we entered into a 30-year ground lease for the 36 acres on which this plant is situated. The Boron Plant
can produce 98.5 million gallons of LNG per year and has a dual tanker trailer loading system and a 1.8 million gallon
storage tank that can hold up to 1.5 million usable gallons. The plant had a production utilization rate of 78% and 94% for
the years ended December 31, 2023 and 2024, respectively.
We own and operate the Pickens Plant located in Willis, Texas, approximately 50 miles north of Houston. We own
approximately 24 acres of land on which this plant is situated, along with approximately 34 acres surrounding the plant.
The Pickens Plant can produce 36.5 million gallons of LNG per year and includes a tanker trailer loading system and a
830,000 gallon storage tank that can hold up to 830,000 usable gallons. During the years ended December 31, 2023 and
2024, the Pickens Plant was offline for maintenance and repairs; hence, the plant had no LNG production in 2023 and
2024.
We own, operate or supply 582 fueling stations in the U.S. and 25 in Canada. Fueling stations are facilities where
RNG or conventional natural gas is dispensed in the form of CNG or LNG into the fuel tanks of vehicles for use as
transportation fuel. We own station equipment throughout the U.S. (See Note 9) that is used for dispensing CNG or LNG
at properties we lease under long-term lease arrangements (See Note 15). Additionally, we operate fueling stations or
supply CNG or LNG to fueling stations where our customer owns the fueling station equipment. At these stations, we
operate under the following arrangements: (i) provide O&M services on a per gallon or fixed fee basis and do not directly
sell CNG or LNG, or (ii) provide O&M services and also have a fuel supply sales agreement for CNG or LNG with our
customer.
Item 3. Legal Proceedings.
From time to time, we may become involved in various legal proceedings that arise in the ordinary course of our
business, including lawsuits, claims, audits, government enforcement actions and related matters. It is not possible to
predict when or if these proceedings may arise, nor is it possible to predict the outcome of any proceedings that do arise,
including, among other things, the amount or timing of any liabilities we may incur, and any such proceedings could have
a material effect on us regardless of outcome. In the opinion of management, however, we are not a party, and our
properties are not subject, to any pending legal proceedings that are material to us.
Item 4. Mine Safety Disclosures.
None.
33
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.
Market Information
Our common stock trades on The Nasdaq Global Select Market under the symbol “CLNE.”
Holders
There were approximately 53 holders of record of our common stock as of February 14, 2025. The actual number of
holders of our common stock is greater than this number of record holders and includes stockholders who are beneficial
owners, but whose shares are held in street name by brokers or held by other nominees.
Issuer Purchases of Equity Securities
On March 12, 2020, our Board of Directors approved a share repurchase program of up to $30.0 million (exclusive of
fees and commissions) of our outstanding common stock (the “Repurchase Program”). On December 7, 2021, our Board
of Directors approved an increase in the aggregate amount of our common stock to be repurchased 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 may be suspended or discontinued at any time. As of December 31, 2024, approximately
$26.5 million remained available under the Repurchase Program.
The Repurchase Program does not obligate us 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 set up pursuant to Rule 10b5-1 promulgated under the Exchange Act.
The Company did not repurchase any shares in the years ended December 31, 2023 and 2024. Any share repurchases
under the Repurchase Program will require consent from the Company’s creditor, Stonepeak Partners LP, to remain in
compliance with covenants under the Credit Agreement.
Performance Graph
This performance graph shall not be deemed “soliciting material” or “filed” with the SEC or subject to Regulation
14A or 14C or to the liabilities of Section 18 of the Exchange Act, or incorporated by reference into any filing under the
Securities Act or the Exchange Act, except to the extent that we specifically request that such information be treated as
soliciting material or specifically incorporate it by reference into such a filing. The graph is required by applicable rules of
the SEC and is not intended to forecast, predict or be indicative of the possible future performance of our common stock.
34
The following graph compares the five-year total return to holders of our common stock relative to the cumulative
total returns of the Nasdaq Global Market Index and the Russell 2000 Index. The graph assumes that $100 was invested
in our common stock and in each of these indices at the close of market on December 31, 2019 (the last trading day before
the beginning of our fifth preceding fiscal year). We chose to include the Russell 2000 Index because it includes issuers
with similar market capitalizations and due to the lack of a comparable industry or line-of-business index or peer group,
as we are the only actively traded public company whose only line of business is to sell natural gas for use as a vehicle
fuel and the associated equipment and services necessary to use natural gas as a vehicle fuel.
Item 6. [Reserved].
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (this
discussion, as well as discussions under the same heading in our other periodic reports, are referred to as the “MD&A”)
should be read together with our audited consolidated financial statements and the related notes included in this report,
and all cross references to notes included in this MD&A refer to the identified note in such consolidated financial
statements. This section of the Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons of 2024
to 2023. Discussions of 2022 items and year-to-year comparisons of 2023 and 2022 that are not included in this Form 10 - K
can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II,
Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29,
2024.
Cautionary Note Regarding Forward-Looking Statements
This MD&A contains forward-looking statements. See the discussion about these statements under “Cautionary
Note Regarding Forward-Looking Statements” at the beginning of this report.
-100.00%
0.00%
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200.00%
300.00%
400.00%
500.00%
600.00%
700.00%
800.00%
NASDAQ Composite Index (^COMP) - Index Value
Clean Energy Fuels Corp. (NasdaqGS:CLNE) - Share Pricing
Russell 2000 Index (^RUT) - Index Value
35
Overview
We are North America’s leading provider of the cleanest fuel for the transportation market, based on the number of
stations operated and the amount of gasoline gallon equivalents (“GGEs”) of renewable natural gas (“RNG”) and
conventional natural gas sold. We calculate one GGE to equal 125,000 British Thermal Units (“BTUs”) and, as such, one
million BTUs (“MMBTU”) equals eight GGEs. Through our sales of RNG, which is derived from biogenic methane
produced by the breakdown of organic waste, we help thousands of vehicles, from airport shuttles to city buses to waste
and heavy-duty trucks, reduce their amount of climate-harming greenhouse gases (“GHG”) from 60% to over 400% based
on determinations by the California Air Resources Board (“CARB”), depending on the source of the RNG, while also
reducing criteria pollutants such as Nitrogen Oxides, or NOx. RNG is either delivered as compressed natural gas (“CNG”)
or liquefied natural gas (“LNG”).
As a clean energy solutions provider, we supply RNG (sourced from third party sources and from our anaerobic
digester gas (“ADG”) RNG joint venture project with TotalEnergies S.E. (the “DR JV”) (see Note 3)) and conventional
natural gas (sourced from third party suppliers), in the form of CNG and LNG, for medium and heavy-duty vehicles;
design and build, as well as operate and maintain (“O&M”), public and private vehicle fueling stations in the United States
(“U.S.”) and Canada; develop and own dairy anaerobic digester gas (“ADG”) RNG production facilities; sell and service
compressors and other equipment used in RNG production and at fueling stations; transport and sell RNG and conventional
natural gas via “virtual” natural gas pipelines and interconnects; sell U.S. federal, state and local government credits
(collectively, “Environmental Credits”) we generate by selling RNG 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 obtain federal, state and local
tax credits, grants and incentives.
At present, we see the best use of RNG as a replacement for fossil-based fuel in the transportation sector. We believe
the most attractive market for RNG is U.S. heavy-duty Class 8 trucking and, based on information from the American
Trucking Association and our own internal estimates, we believe there are approximately 4.1 million Class 8 heavy-duty
trucks operating in the U.S. that use over 40 billion gallons of fuel per year. As of December 31, 2024, we deliver RNG to
the transportation market through 582 fueling stations we own, operate or supply in 43 states and the District of Columbia
in the U.S., including over 200 stations in California. We also own, operate, or supply 25 fueling stations in Canada as of
December 31, 2024.
Critically, to generate the valuable Environmental Credits, RNG must be placed in vehicle fuel tanks. We believe our
stations and customer relationships allow us to deliver substantially more RNG to vehicle operators than any other
participant in the market – we calculate that we have access to more fueling stations and vehicle fleets than all our
competitors combined. As of December 31, 2024, we served over 1,000 fleet customers operating over 50,000 vehicles on
our fuels.
Longer term, we plan to expand availability of hydrogen fuel for vehicle fleets. As operators deploy more hydrogen
powered vehicles, we can modify our fueling stations to reform our RNG and deliver clean hydrogen to customers. We
also believe our RNG can be used to generate clean electricity to power electric vehicles, and we have the capability to
add electric vehicle charging at our station sites, although the cost of adding electric vehicle charging capacity may be
significant.
Impact of COVID-19, Inflation, Labor Shortage, Material Availability and Interest Rate
The COVID-19 pandemic had an adverse effect on the volume of our sales, which we saw bottom in the second
quarter of 2020. The subsequent surge in cases driven by the omicron variant negatively affected the demand recovery for
our vehicle fuels in the first quarter of 2022. Since that time, we have seen improvement in volumes in all customer
markets, and the residual effects of the COVID-19 pandemic have not been a significant headwind to our business
operations. For more information, see “Risk Factors” in Part I, Item 1A of this report.
In recent periods, we have experienced increases in commodity and supply chain costs due to inflationary pressures.
Additionally, effects stemming from disruptions in labor supply and in supply chains, leading to shortages of certain
36
materials and equipment and higher labor costs that have continued to linger to some extent. The future duration and extent
of these pressures and effects are difficult to predict. Although we have partially offset these increased costs through price
increases for our products and services, our efforts to manage the current inflationary pressure and to recover
inflation - based cost increases from our customers may be hampered by the structure of our contracts as well as the
competitive and economic conditions of the markets in which we serve. For more information, see “Risk Factors” in Part I,
Item 1A of this report.
As of December 31, 2024, the majority of our debt outstanding represents a long-term loan bearing a fixed rate of
interest. Changes in market interest rates do not affect the interest expense incurred from this outstanding long-term debt
instrument. However, changes in market interest rates may affect the interest rate and corresponding interest expense on
any new issuance of short-term and long-term debt securities. See “Quantitative and Qualitative Disclosures about Market
Risk” in Part II, Item 7A of this report for more information.
We believe we have sufficient liquidity to support business operations through this volatile period, including total
cash and cash equivalents and short-term investments of $217.5 million, excluding current portion of restricted cash, as of
December 31, 2024 and $1.0 million of current debt.
Performance Overview
This performance overview discusses matters on which our management focuses in evaluating our financial condition
and our operating results.
Sources of Revenue
The following table presents our sources of revenue:
Year Ended December 31,
Revenue (in millions)
2022
2023
2024
Product revenue(1):
Volume-related(2)
Fuel sales(3) (5)
$
281.1
$
287.0
$
258.9
Change in fair value of derivative instruments(4)
0.5
(0.2)
(0.1)
RIN Credits
34.7
25.9
39.0
LCFS Credits
12.6
9.9
9.9
AFTC(6)
21.8
20.9
23.8
Total volume-related product revenue
350.7
343.5
331.5
Station construction sales
22.3
26.4
25.2
Total product revenue
373.0
369.9
356.7
Service revenue(7):
Volume-related, O&M services
45.9
52.7
56.9
Other services
1.3
2.6
2.3
Total service revenue
47.2
55.3
59.2
Total revenue
$
420.2
$
425.2
$
415.9
(1)
A discussion of product revenue is included below under “Results of Operations.”
(2)
Our volume-related product revenue primarily consists of sales of RNG and conventional natural gas, in the form of CNG and LNG, and sales of
RINs and LCFS Credits in addition to changes in fair value of our derivative instruments. More information about our GGEs of fuel sold in the
periods is included below under “Key Operating Data,” and more information about our derivative instruments, which consist of commodity swap
and customer fueling contracts, is included in Note 6.
(3)
Includes $24.3 million, $60.6 million and $60.8 million of non-cash stock-based sales incentive contra-revenue charges related to the Amazon
Warrant (as defined in Note 12) for the years ended December 31, 2022, 2023 and 2024, respectively.
37
(4)
The change in fair value of derivative instruments is related to the Company’s commodity swap and customer fueling contracts. The amounts are
classified as revenue because the Company’s commodity swap contracts are used to economically offset the risk associated with the
diesel - to - natural gas price spread resulting from customer fueling contracts under the Company’s Zero Now truck financing program.
(5)
Includes net settlement of the Company’s commodity swap derivative instruments. For the years ended December 31, 2022, 2023 and 2024, net
settlement payments recognized in fuel revenue were $7.8 million, $4.9 million and $2.4 million, respectively.
(6)
Represents AFTC. AFTC is available for vehicle fuel sales made through December 31, 2024.
(7)
Our service revenue primarily represents sales from performance of O&M services. More information about our GGEs serviced in the periods
relating to O&M services is included below under “Key Operating Data.” Additionally, a discussion of service revenue is included below under
“Results of Operations.”
Key Operating Data
In evaluating our operating performance, we focus primarily on: (1) the amount of total fuel volume we sell to our
customers with particular focus on RNG volume as a subset of total fuel volume, (2) O&M services volume dispensed at
facilities we do not own but where we provide O&M services on a per-gallon or fixed fee basis, (3) our station construction
cost of sales, and (4) net income (loss) attributable to us. The following tables present our key operating data for the years
ended December 31, 2022, 2023 and 2024. Certain gallons are included in both fuel and service volumes when the
Company sells fuel (product revenue) to a customer and provides maintenance services (service revenue) to the same
customer.
Year Ended
Fuel volume, GGEs(1) sold (in millions),
December 31,
correlating to total volume-related product revenue
2022
2023
2024
RNG
198.2
225.7
236.7
Conventional natural gas
69.6
62.5
60.8
Total fuel volume
267.8
288.2
297.5
Year Ended
O&M services volume, GGEs(1) serviced (in millions),
December 31,
correlating to volume-related O&M services revenue
2022
2023
2024
O&M services volume
240.4
256.9
263.2
Year Ended
December 31,
Other operating data (in millions)
2022
2023
2024
Station construction cost of sales
$
19.4 $
24.4 $
24.4
Net loss attributable to Clean Energy Fuels Corp. (2) (3) (4)
$
(58.7) $
(99.5) $
(83.1)
(1)
GGEs are calculated based on the conversion rate of one MMBTU equaling eight GGEs.
(2)
Includes $21.8 million, $20.9 million, and $23.8 million of AFTC revenue for the years ended December 31, 2022, 2023 and 2024, respectively.
(3)
Includes $24.3 million, $60.6 million and $60.8 million of non-cash stock-based sales incentive contra-revenue charges relating to the Amazon
Warrant (as defined in Note 12) for the years ended December 31, 2022, 2023 and 2024, respectively.
(4)
Includes an unrealized gain (loss) from the change in fair value of commodity swap and customer fueling contracts of $0.5 million, $(0.2) million
and $(0.1) million for the years ended December 31, 2022, 2023 and 2024, respectively. See Note 6 for more information regarding the commodity
swap and customer contracts.
2023 – 2024 Key Developments
TotalEnergies Joint Venture. In the first quarter of 2023, the DR JV began producing RNG and made its first injection
into the natural gas pipeline; since then, the production of RNG at the DR JV has continued to ramp up. On June 27, 2023,
the DR JV issued a capital call for $11.0 million of 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.
The $5.5 million advance was subsequently refunded to the Company by the DR JV in December 2023. Funds from the
capital call were primarily used to fund required loan reserves and to paydown outstanding liabilities of the DR JV. bp
Joint Venture. The RNG production facility at Drumgoon Dairy was placed into service in the fourth quarter of 2023. This
38
RNG project is designed to supply approximately 1.7 million GGEs of RNG annually when at full capacity. As of
December 31, 2024, there were five RNG projects in the bp Joint Venture (“bpJV”) that were completed. All RNG
produced from projects in the bpJV will be available to us for sale as vehicle fuel pursuant to our existing marketing
agreement with bp.
In connection with the capital call issued by the bpJV in December 2021, on June 30, 2022, we paid the remaining
outstanding contribution balance of $51.6 million to the bpJV and satisfied our capital contribution commitment under
this capital call. On March 30, 2022, the bpJV issued a capital call in the amount of $76.2 million, and, on September 30,
2022, we and bp each contributed $38.1 million to the bpJV in connection with this capital call. On December 20, 2023,
the bpJV issued a capital call in the amount of $135.9 million, and, on December 28, 2023, we and bp each contributed
$67.95 million to the bpJV. Proceeds from these capital calls are used to develop ADG RNG projects and to fund bpJV’s
working capital needs.
Tourmaline Joint Development. On April 18, 2023, we and Tourmaline Oil Corp. (“Tourmaline”) announced a CAD
$70 million Joint Development Agreement (the “Tourmaline JDA”) to build and operate a network of CNG stations along
key highway corridors across Western Canada. Under a 50-50 shared investment, the construction of these CNG fueling
stations will allow 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. We are operating a CNG fueling station in Edmonton,
Alberta, as part of the Tourmaline JDA and have opened two more stations in the municipalities of Calgary and Grande
Prairie in Alberta. We expect to open additional CNG fueling stations in Chilliwack and Kamloops in British Columbia
and Fort McMurray in Alberta in 2025, with additional locations being evaluated.
Winter 2022–2023 California Natural Gas Prices. From December 2022 to February 2023, the wholesale prices of
natural gas in California spiked to historic levels. The January 2023 monthly index for Southern California settled at
$54.31, and Henry Hub settled at $4.71, or 11.5 times higher than the industry benchmark index. December 2022 and
February 2023 bookended the historic spike with the Southern California monthly index settled at $15.11 and $13.21,
respectively, while Henry Hub settled at $6.71 and $3.11, respectively. These settlement prices reflect the monthly index
established during the week leading up to the actual delivery month, also known as the bidweek. Drivers of the price
increase were a combination of record below normal temperatures, production freeze-offs, pipeline maintenance, and an
accelerated depletion of stored natural gas reserves. As a result, we experienced significantly higher gas supply costs,
which affected our fueling stations in California in January 2023 and into February 2023. Although we have partially offset
the increased costs through price increases from our customers, not all increased costs were recovered due to the
competitive nature and market dynamics of the markets in which we serve. We estimate that the natural gas price spike in
California from December 2022 to February 2023 resulted in a reduction in gross profit of approximately $10.0 million
for the three months ended March 31, 2023. Since then, we have seen wholesale prices of natural gas in California largely
revert to normal levels.
South Fork Dairy Farm Project. On April 10, 2023, an accident resulted in a fire at the South Fork Dairy farm in
Dimmitt, Texas, the location of one of our consolidated ADG RNG projects under development. The fire killed the dairy
cows and burned down the milking facilities. Our partner, South Fork Dairy, is rebuilding the dairy farm and replenishing
the dairy cattle. At the time of the incident, we had not commenced onsite construction activities. Rebuilding efforts were
initiated in late 2023. Since then, we have begun to prepare for the construction of the ADG RNG project. In July 2024,
the Company broke ground on construction of the RNG production facility at South Fork Farm Dairy. The construction
of the digesters and processing plant is expected to be completed in 2025 at a cost of approximately $85 million, which
will be home to a 16,000-cow herd with an anticipated 2.6 million GGEs of RNG to be produced annually.
EPA Renewable Fuels Standard Update. On June 21, 2023, the Environmental Protection Agency (“EPA”) announced
a final rule to establish the renewable volume obligation (“RVO”) for 2023 through 2025, increasing the RVO demand
targets by an average of approximately 30% per year over the next three years. We believe this action by the EPA is
constructive to the development and use of RNG as a low-carbon fuel for the transportation sector.
Stonepeak Credit Agreement. On December 12, 2023, we entered into a six-year $300 million senior secured first lien
term loan (as amended, supplement or otherwise modified, the “Stonepeak Credit Agreement”) with the lenders from time
to time party thereto, including certain affiliates of Stonepeak Partners LP (“Stonepeak Partners”), and Alter Domus
39
Products Corp., as the administrative agent for the lenders and collateral agent for the secured parties. The Stonepeak
Credit Agreement also provides for a two-year delayed draw term loan commitment of an additional $100 million. In
addition to repaying existing loans, the Stonepeak Credit Agreement will provide us with capital for new RNG production
facilities, as well as the expansion of our fueling infrastructure targeting the heavy-duty truck market. In connection with
this transaction, we issued warrants to Stonepeak (the “Stonepeak Warrant”) providing the right to purchase 10 million
shares of common stock at an exercise price of $5.50 per share and 10 million shares of common stock at an exercise price
of $6.50 per share. The Stonepeak Warrant expires on June 15, 2032 and is exercisable at any time after December 12,
2025. See Note 11 for more information about our outstanding debt and Note 12 for additional information about the
Stonepeak Warrant.
AFTC. The IRA reinstated and extended the AFTC incentive for three years through December 31, 2024, which
expired on December 31, 2024. Additionally, the executive order issued by President Trump in January 2025 has paused
disbursement of certain funds under the IRA and there can be no assurance that we will be able to continue to benefit from
AFTC in the future.
Joint Development Agreement with Maas Energy Works, LLC. In May 2024, we entered into a joint development
agreement (the “Maas JDA”) with Maas Energy Works, LLC (“Maas”) that granted us exclusive rights to acquire, fund
and participate in the development of certain ADG RNG production projects at dairy farms. Pursuant to the Maas JDA,
we have the option to exercise our exclusive development rights with respect to these projects subject to our due diligence.
We will record all the associated income/loss in earnings until a certain rate of return is achieved and then receive 49% of
the income/loss in earnings with Maas receiving 51%. We contemplate investing up to $132.0 million of equity capital in
production projects in connection with the Maas joint development. RNG produced from the ADG RNG project(s) will be
available to us for sale as vehicle fuel. As of December 31, 2024, the Company has invested $33.8 million to the Project
LLC.
East Valley Dairy Farm Bankruptcy. In April 2024, the dairy farm partner to an ADG RNG production project located
in East Valley, Idaho that is currently under construction by the 50-50 joint venture between us and BP Products North
America Inc. (the “bpJV”) filed for Chapter 11 bankruptcy protection in the Bankruptcy Court for the District of Idaho
(the “Bankruptcy Court”). The bpJV is party to contracts with the dairy farm partner to lease land and to receive manure
feedstock for the ADG RNG production facility currently in construction.
The dairy farm partner, in accordance with the Bankruptcy Code, had the exclusive right to propose a plan of
reorganization for a limited period of time (the “Exclusivity Period”). In December 2024, the Exclusivity Period expired
and was not extended. As a result, creditors of the dairy farm partner became eligible to submit competing plans of
reorganization.
In February 2025, the dairy farm partner filed a second amended Chapter 11 bankruptcy plan of reorganization,
amending the previous Chapter 11 bankruptcy plan of reorganization filed in December 2024 (the “Plan of
Reorganization”), which proposes to accept and continue to perform under the contracts with the bpJV. However, the Plan
of Reorganization has not been solicited to creditors or confirmed by the Bankruptcy Court. A secured creditor of the dairy
farm has filed a competing plan of reorganization, which also contemplates the acceptance and performance of the
contracts with the bpJV in most scenarios. This competing plan of reorganization has also not been solicited to creditors
or confirmed by the Bankruptcy Court.
At present, substantial uncertainty exists and a wide range of potential outcomes are possible, including taking a loss
of a substantial part of our investment due to the outcome of the proceedings. The Company is gathering facts, closely
monitoring the bankruptcy proceedings, and assessing possible future developments and alternatives and the bankruptcy’s
potential impact on our business, financial condition or results of operations.
Pilot Fueling Station Equipment Removal. In January 2025, we received notice of non-renewal from Pilot Travel
Centers, LLC (“Pilot”) of the Liquified Natural Gas Fueling Station and LNG Master Sales Agreement, dated August 2,
2010, which will expire in August 2025 per its terms. If a new agreement is not reached, the Company would abandon and
remove its assets located at 55 Pilot stations. In connection with the potential removal of station equipment and site
improvements, the Company may recognize up to approximately $55.0 million in accelerated depreciation expense
40
relating to the change in depreciable life of the 55 station assets. Amounts associated with the accelerated depreciation
expense would be included in “Depreciation and amortization” at the time the Company decides to abandon the station
assets.
Debt Level and Debt Compliance
As of December 31, 2024, we had total indebtedness, excluding finance lease obligations, of $300.2 million in
principal amount, of which $0.1 million is expected to become due in 2025. Certain of the agreements governing our
outstanding debt, which are discussed in Note 11, have certain financial and non-financial covenants with which we must
comply. As of December 31, 2024, we were in compliance with all of these covenants.
Key Trends
Market for RNG and conventional natural gas as a Vehicle Fuel
According to CARB, RNG and conventional natural gas are cleaner than gasoline and diesel fuel based on the GHG
emissions produced by vehicles operated by these fuels. Additionally, RNG and conventional natural gas are generally
less expensive for vehicle operators than gasoline and diesel on an energy equivalent basis. According to the U.S. Energy
Information Administration, demand for renewable and conventional natural gas fuels in the U.S. has increased in
recent years and is expected to continue to increase. We expect our sales of RNG and conventional natural gas to grow as
more companies look to operate in an increasingly sustainable way. In addition to pressure from politicians, regulators and
non-governmental organizations, the investment community has dramatically increased demands on companies to
diminish their contributions to climate change. We believe that RNG is the best tool available today to reduce climate-
harming GHG and meet sustainability objectives.
The market for our vehicle fuels, however, is a relatively new and developing market. As a result, it is difficult to
accurately predict demand for our vehicle fuels, in general and in any specific geographic and customer markets, and
consequently our timing and level of investment in particular markets may not be consistent with any growth in demand
in these markets. Further, the new and developing nature of the market for our vehicle fuels has led to slow, volatile or
unpredictable growth in many sectors. For example, to date, adoption and deployment of natural gas vehicles, both in
general and in certain of our key customer markets, including heavy-duty trucking, have been slower than we anticipated.
We believe challenging market conditions are caused by a number of factors, including the following:
•
Volatile prices for oil and diesel, which may decrease the price advantage of our fuels. In addition, these pricing
conditions have led us to reduce the prices we charge some customers for our fuels, which has reduced our profit
margins.
•
There has been increased focus by some parties, including lawmakers, regulators, policymakers, environmental
and advocacy organizations and other powerful groups, on electric or other alternative vehicles or vehicle fuels.
For example, the executive order signed by President Biden in December 2021 directs the federal government to
achieve certain goals, including replacing its fleet of over 600,000 cars and trucks with 100% zero-emission
vehicles by 2035. In addition, California lawmakers and regulators have implemented various measures designed
to increase the use of electric, hydrogen and other zero-emission vehicles, including establishing firm goals for
the number of these vehicles operating on state roads by specified dates and enacting various laws and other
programs in support of these goals. Among other things, we believe many California lawmakers and regulators’
desire to limit and ultimately discontinue the production and use of internal combustion engines is because such
engines have “tailpipe” emissions.
41
•
We believe the lack of substantial growth in the heavy-duty trucking market has been driven in part by the
experience of operators with, or perceptions of, unsatisfactory performance by prior models of heavy-duty natural
gas truck engines, actual or perceived insufficiencies in the financial incentives to convert, and improvements in
diesel engine technology. If these conditions continue, then the growth levels in this market will continue to be
low. We believe the newest models of heavy-duty natural gas truck engines have substantially addressed concerns
with prior models. To the extent these or other factors have contributed to curtailed demand or slowing growth
in the market for our vehicle fuels, we believe they have also contributed to decreases in station construction
activity in certain periods, as the success of this activity is dependent on the success of the market for our vehicle
fuels generally. Moreover, we believe these factors have materially contributed to the volatility and declines in
our stock price and market capitalization in recent years, which has and could in the future lead to decreased cash
flows and indications of asset or goodwill impairment. If these adverse macroeconomic conditions and other
uncertainties in our industry persist, our financial results and stock price may continue to be adversely affected.
In spite of these market conditions, we believe our key customer markets, including heavy-duty trucking, airports,
refuse, and public transit, are well-suited for the adoption of our vehicle fuels because they consume relatively high
volumes of fuel, refuel at centralized locations or along well-defined routes and/or are facing increasingly stringent
emissions or other environmental requirements. We also expect the lower GHG emissions associated with our RNG vehicle
fuel will result in increased demand for this fuel, resulting in our continued delivery of increasing volumes of RNG to our
vehicle fleet customers. Additionally, we anticipate that, over time, cities and communities in the U.S. and Canada will
follow large cities in Europe in banning diesel vehicles. If these projections materialize, we believe there will be growth
in the consumption of our vehicle fuels in our key customer and geographic markets, and our goal is to capitalize on this
growth if and when it materializes. In that event, we expect our operating costs and capital expenditures would increase in
connection with any growth of our business in the future.
Our Performance
Overview. Our gross revenue mostly consists of volume-related product and service revenue and station construction
sales. Our revenue can vary between periods due to a variety of factors, including, among others, the amount and timing
of vehicle fuel sales, natural gas commodity prices, station construction sales, sales of Environmental Credits, and
recognition of government credits, grants and incentives, such as AFTC, which expired on December 31, 2024 and has
not been renewed. In addition, our volume-related product revenue has been subject to fluctuations as a result of our entry
into certain commodity swap arrangements in October 2018 and ended in June 2024, because the changes in fair value of
these and certain other derivative instruments, including existing and anticipated fueling contracts under our Zero Now
truck financing program, are included in volume-related product revenue. Furthermore, our volume-related product
revenue has been affected by the Amazon Warrant Charges resulting from immediate vesting of a portion of the Amazon
Warrant and subsequent vesting associated with fuel purchases made by Amazon and its affiliates.
Our cost of sales can also vary between periods due to a variety of factors, including fluctuations in natural gas
commodity prices, station construction and labor costs, as well as the other factors that impact our revenue levels described
above.
In addition, our performance in certain periods has been affected by transactions or events that have resulted in
significant cash or non-cash gains or losses. Such gains or losses may not recur regularly, in the same amounts or at all in
future periods and, with respect to non-cash gains and losses, do not impact our liquidity.
These significant fluctuations in our operating results may render period-to-period comparisons less meaningful,
especially given the current uncertainties relating to macro-economic growth and inflation trends, and investors in our
securities should not rely on the results of one period as an indicator of performance in any other period. Additionally,
these fluctuations in our operating results could cause our performance in any period to fall below the financial guidance
we may have provided to the public or the estimates and projections of the investment community, which could negatively
affect the price of our common stock.
See “Results of Operations” below for more information about our performance in 2023 and 2024.
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Fuel Volume. The amount of RNG and conventional natural gas, in the form of CNG and LNG, that we sold increased
by 3.3% from 2023 to 2024 primarily due to an increase in economic activities and travel generally and growth in our key
customer markets.
The amount of RNG we sell as vehicle fuel, which is delivered in the form of CNG or LNG, has continued to
experience robust growth, and increased by 4.9% from 2023 to 2024. We believe the increased demand for RNG is
attributable to the belief in the dramatic reduction in the amount of climate-harming GHG that can be achieved through
the use of RNG and pressure from politicians, regulators, non-governmental organizations and the investment community
directed at companies to reduce their contributions to GHG emissions. To the extent demand for RNG continues to
increase, we expect our joint ventures with TotalEnergies and bp and our expanded supply agreements to increase our
volume-related product revenue due to increased volumes of RNG vehicle fuel sold and increased generation of RINs and
LCFS Credits. In addition, such an increase in RNG demand could also result in more robust competition for supplies of
RNG, including from other vehicle fuel providers, gas utilities (which may have distinct advantages in accessing RNG
supply, including potential use of ratepayer funds to fund RNG purchases if approved by a utility’s regulatory commission)
and other users and providers. We expect to invest in production projects to help ensure that we have adequate supply of
RNG, and we are pursuing development and ownership of livestock waste ADG projects on our own and with partners
including TotalEnergies and bp.
Environmental Credits. When we sell RNG for use as a vehicle fuel, we are eligible to generate RINs and LCFS
Credits, which we then seek to sell to third parties.
The markets for RINs and LCFS Credits have been volatile and unpredictable in recent periods, and the prices for
these credits have been subject to significant fluctuations. For example, in 2024, market prices for RINs have been as high
as $3.57 and as low as $2.08. Additionally, the value of RINs and LCFS Credits, and consequently the revenue levels we
may receive from our sale of these credits, may be adversely affected by changes to the federal and state programs under
which these credits are generated and sold, prices for and use of oil, diesel or gasoline, the inclusion of additional qualifying
fuels in the programs, increased production levels of other fuels in the programs, or other conditions. See the risks discussed
under “Our business is influenced by environmental, tax and other government regulations, programs and incentives that
promote our vehicle fuels, and their modification or repeal could negatively affect our business,” in Part I, Item 1A of this
report for more information. Further, our ability to generate revenue from sales of these credits depends on our strict
compliance with these federal and state programs, which are complex and can involve a significant degree of judgment. If
the agencies that administer and enforce these programs disagree with our judgments, otherwise determine we are not in
compliance, conduct reviews of our activities or make changes to the programs, then our ability to generate or sell these
credits could be temporarily restricted pending completion of reviews or as a penalty, permanently limited or lost entirely,
and we could be subject to fines or other sanctions. Any of these outcomes could force us to purchase credits in the open
market to cover any credits we have contracted to sell, retire credits we may have generated but not yet sold, reduce or
eliminate a significant revenue stream or incur substantial additional and unplanned expenses.
Risk Management Activities
From time to time, we enter into fuel sales contracts that require us to sell CNG or LNG to our customers at a fixed
price. These contracts expose us to the risk that the price of natural gas commodity may increase above the natural gas
commodity cost component included in the price at which we are committed to sell the natural gas to our customers.
In an effort to mitigate the volatility of our earnings related to any futures contracts and to reduce our risk related to
our fixed price sales contracts, we operate under a policy pursuant to which we purchase future physical delivery, fixed
price contracts to hedge our exposure to variability in expected future cash flows related to a particular fixed price contract
or bid. Subject to the conditions set forth in the policy, we purchase physical delivery fixed price contracts in quantities
reasonably expected to effectively hedge our exposure to cash flow variability related to fixed price sales contracts entered
into after the date of the policy.
Unless otherwise agreed in advance by our Board of Directors and the derivatives committee thereof, we will conduct
our futures contract activities and enter into fixed price sales contracts only in accordance with our policy.
43
Due to the restrictions of our policy, we expect to offer few fixed price sales contracts to our customers. If we do offer
a fixed price sales contract, we anticipate including a price component that would cover our estimated cash requirements
over the duration of the future physical delivery fixed price contracts. The amount of this price component will vary based
on the anticipated volume and the natural gas price component to be covered under the fixed price sales contract.
In October 2018, in support of our Zero Now truck financing program, we executed two commodity swap contracts
with TotalEnergies Gas & Power North America, an affiliate of TotalEnergies, for a total of five million diesel gallons
annually from April 1, 2019 to June 30, 2024. These commodity swap contracts were intended to manage risks related to
the diesel-to-natural gas price spread in connection with the natural gas fuel supply commitments we have made and expect
to make in our current and anticipated fueling agreements with fleet operators that participate in the Zero Now program.
Critical Accounting Policies and Estimates
This discussion is based upon our consolidated financial statements included in this report, which have been prepared
in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The
preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates
and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual
results could differ from those estimates and may result in material effects on our operating results and financial position.
We believe the critical accounting policies discussed below affect our more significant estimates made in preparing
our consolidated financial statements. See Notes 1 and 2 for more information about these and our other significant
accounting policies.
Revenue Recognition
In general, revenue is recognized when control of the promised goods or services is transferred to our customers, in
an amount that reflects the consideration to which we expect 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 we
satisfy 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.
We recognize revenue on various products and services.
Our volume-related product revenue consists of sales of RNG and conventional natural gas, in the form of CNG and
LNG, AFTC incentives, and sales of RINs and LCFS Credits in addition to Amazon Warrant Charges (as defined in Note
12) and changes in fair value of our derivative instruments.
RNG and conventional natural gas are sold pursuant to contractual commitments over defined delivery periods. These
contracts typically include a stand-ready obligation to supply natural gas. We recognize fuel revenue in the amount to
which we have the right to invoice. We have a right to consideration based on the amount of GGEs of fuel dispensed by
the customer and current pricing conditions. Customers are typically billed on a monthly basis. Since payment terms are
less than a year, we have elected the practical expedient which allows us to not assess whether a customer contract has a
significant financing component.
Our service revenue consists of sales of O&M and other services. O&M and other services are sold pursuant to
contractual commitments over defined performance periods. These contracts typically include a stand-ready obligation to
provide O&M and/or other services based on a committed and agreed upon routine maintenance schedule or when and if
called upon by the customer.
44
We recognize O&M and other services revenue in the amount to which we have the right to invoice. We have a right
to consideration based on services rendered or on the amount of GGEs of fuel dispensed by the customer multiplied by an
agreed-upon rate. Customers are typically billed on a monthly basis. Since payment terms are less than a year, we have
elected the practical expedient which allows us to not assess whether a customer contract has a significant financing
component.
We sell RIN Credits and LCFS Credits to third parties that need the credits to comply with federal and state
requirements. Revenue is recognized on these credits when there is an agreement in place to monetize the credits at a
determinable price and the RNG fuel has been sold. The sales price for some environmental credit transactions may not
be determinable in the period during which the RNG was sold as pricing is established in the quarter after the RNG was
sold. In these circumstances, revenue from RIN and LCFS credits is recognized once the sales price has been established
and therefore is considered determinable.
Changes in fair value of derivative instruments relates to our commodity swap and certain customer fueling contracts
under our Zero Now truck financing program. The contracts are measured at fair value with changes in the fair value
recorded in our consolidated statements of operations in the period incurred. The amounts are classified as revenue because
our commodity swap contracts are used to economically offset the risk associated with the diesel-to-natural gas price
spread resulting from existing and anticipated customer fueling contracts under our Zero Now truck financing program.
Amazon Warrant Charges are determined based on the grant date fair value of the award, and the associated non-cash
stock-based sales incentive charges, which are recorded as a reduction of revenue, are recognized as the customer
purchases fuel and vesting conditions become probable of being achieved. See Note 1 for additional information.
Station construction contracts are generally short-term, except for certain larger and more complex stations, which
can take up to 24 months to complete. For most of our station construction contracts, the customer contracts with us to
provide a significant service of integrating a complex set of tasks and components into a single station. Hence, the entire
contract is accounted for as one performance obligation.
We recognize station construction revenue over time as we perform under these contracts because of the continual
transfer of control of the goods to the customer, who typically controls the work in process. Revenue is recognized based
on the extent of progress towards completion of the performance obligation and is recorded proportionally as costs are
incurred. Costs to fulfill our obligations under these contracts typically include labor, materials and subcontractors’ costs,
other direct costs and an allocation of indirect costs.
Refinements of estimates to account for changing conditions and new developments are continuous and characteristic
of the process. Many factors that can affect contract profitability may change during the performance period of the contract,
including differing site conditions, the availability of skilled contract labor, the performance of major suppliers and
subcontractors, and unexpected changes in material costs. Because a significant change in one or more of these estimates
could affect the profitability of these contracts, the contract price and cost estimates are reviewed periodically as work
progresses and adjustments proportionate to the cost-to-cost measure of progress are reflected in contract revenues in the
reporting period when such estimates are revised as discussed above. Provisions for estimated losses on uncompleted
contracts are recorded in the period in which the losses become known.
In certain contracts with our customers, we agree to provide multiple goods or services, including construction of and
sale of a station, O&M services, and sale of fuel to the customer. These contracts have multiple performance obligations
because the promise to transfer each separate good or service is separately identifiable and distinct. This evaluation requires
significant judgment and the decision to combine a group of contracts or separate the combined or single contract into
multiple performance obligations could change the amount of revenue recognized in one or more periods.
We allocate the contract price to each performance obligation using best estimates of the standalone selling price of
each distinct good or service in the contract. The primary method used to estimate the standalone selling price for fuel and
O&M services is observable standalone sales, and the primary method used to estimate the standalone selling price for
station construction sales is the expected cost plus a margin approach because we sell customized customer-specific
45
solutions. Under this approach, we forecast expected costs of satisfying a performance obligation and then add an
appropriate margin for the good or service.
AFTC is considered variable consideration because it can either increase or decrease the transaction price based on
volumes of vehicle fuel sold. Additionally, AFTC is not recognized as revenue until it is authorized through federal
legislation, which also provides a determinable price. We recognize revenue in the period the credit is authorized through
federal legislation.
We collect and remit taxes assessed by various governmental authorities that are imposed on and concurrent with
revenue-producing transactions between us and our customers. These taxes may include, among others, fuel, sales and
value-added taxes. We report the collection of these taxes on a net basis and they are excluded from revenue and cost of
sales.
Fair Value Measurements
We have established a framework that 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 framework,
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 framework also establishes a hierarchy
for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable
inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market
participants would use in valuing the asset or liability and are developed based on market data obtained from sources
independent of our Company. Unobservable inputs are inputs that reflect our assumptions about the factors market
participants would use in valuing the asset or liability and are developed based upon the best information available in the
circumstances. The hierarchy consists of the following three levels: Level 1 inputs are quoted prices (unadjusted) in active
markets for identical assets or liabilities; Level 2 inputs include quoted prices for similar assets or liabilities in active
markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than
quoted prices) that are observable for the asset or liability, either directly or indirectly; Level 3 inputs are unobservable
inputs for the asset or liability. Categorization within the valuation hierarchy is based upon the lowest level of input that
is significant to the fair value measurement.
Impairment of Goodwill and Long-Lived Assets
Goodwill represents the excess of costs incurred over the fair value of the net assets of acquired businesses. We assess
our goodwill using either a qualitative or quantitative approach to determine whether it is more likely than not that the fair
value of our reporting unit is less than its carrying value. We are required to use judgment when applying the goodwill
impairment test, including, among other considerations, the identification of reporting unit(s), the assessment of qualitative
factors, and the estimation of fair value of a reporting unit in the quantitative approach. We determined that we are a single
reporting unit for the purpose of performing the goodwill impairment test. We perform the impairment test annually on
October 1st, or more frequently if facts or circumstances change that would indicate that the carrying amount may be
impaired.
The qualitative goodwill assessment includes the potential effect on a reporting unit’s fair value of certain events and
circumstances, including its enterprise value, macroeconomic conditions, industry and market considerations, cost factors,
and other relevant entity-specific events. If it is determined, based upon the qualitative assessment, that it is more likely
than not that the reporting unit’s fair value is less than its carrying amount, then a quantitative impairment test is performed.
Alternatively, we may bypass the qualitative assessment for a reporting unit and directly perform the quantitative goodwill
impairment test.
The quantitative goodwill impairment test estimates the reporting unit’s fair value based on its market value of
invested capital plus a market participant acquisition premium derived from recent merger and acquisition transactions in
comparable industry and market sectors as those in which the Company operates. The estimates, including the estimation
methodology, used to determine the fair value of the reporting unit may change based on results of operations,
46
macroeconomic conditions, stock price fluctuations or other factors. Changes in these estimates could materially affect
our assessment of the fair value and goodwill impairment for the reporting unit.
In 2024, we bypassed the qualitative assessment and directly perform the quantitative goodwill impairment test on
October 1, 2024, for our single reporting unit, as described above, due to a decline in the market price of our common
stock, which resulted in a fair value, based on its market value of invested capital plus a market participant acquisition
premium, that exceeded carrying value by 16% or $165.1 million.
Due to a decline in the market price of our common stock subsequent to October 1, 2024, we performed an interim
quantitative goodwill impairment test as of December 31, 2024 for our single reporting unit as described above, which
resulted in a fair value, based on its market value of invested capital plus a market participant acquisition premium, that
exceeded carrying value by 4% or $39.8 million.
Since December 31, 2024, our stock price has increased from the price at December 31, 2024, increasing our market
capitalization. As such, we determined that declines experienced in 2024 are not currently sustained. We have not
identified other events or circumstances that would more likely than not reduce the fair value of our reporting unit to below
its carrying value on a sustained basis. As such, we believe the reporting unit’s goodwill as of December 31, 2024 was not
impaired. It is possible that our goodwill could become impaired if we determine in a subsequent period that the fair value
of our reporting unit was less than its carrying amount on a sustained basis, which could result in a material charge and
adversely affect our results of operations.
We had also performed interim quantitative goodwill impairment tests as of March 31, 2024, June 30, 2024, and
September 30, 2024 for the single reporting unit. Each of the tests performed indicated that the fair value of the reporting
unit exceeded its carrying value.
We review the carrying value of our long-lived assets, including property and equipment and intangible assets with
finite useful lives, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset
or asset group may not be recoverable. Events that could result in an impairment review include, among others, a significant
decrease in the operating performance of a long-lived asset or asset group or the decision to close a fueling station.
Impairment testing involves a comparison of the sum of the undiscounted future cash flows of the asset or asset group to
its carrying amount. If the sum of the undiscounted future cash flows exceeds the carrying amount, then no impairment
exists. If the carrying amount exceeds the sum of the undiscounted future cash flows, then a second step is performed to
determine the amount of impairment, if any, to be recognized. An impairment loss is recognized to the extent that the
carrying amount of the asset or asset group exceeds its fair value. The fair value of the asset or asset group is based on
estimated discounted future cash flows of the asset or asset group using a discount rate commensurate with the related risk.
The estimate of future cash flows requires management to make assumptions and to apply judgment, including forecasting
future sales and expenses and estimating useful lives of the assets. These estimates can be affected by a number of factors,
including, among others, future results, demand and economic conditions, many of which can be difficult to predict.
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements.
See Note 1 for information about recently adopted accounting pronouncements and recently issued accounting
pronouncements.
Results of Operations
The discussions below compare our results of operations in 2024 and 2023. Historical results are not indicative of the
results to be expected in the current period or any future period.
47
2024 Compared to 2023
The table below presents, for each period, each line item of our statement of operations as a percentage of our total
revenue for the period. The narrative that follows provides a comparative discussion of certain of these line items between
periods.
Year Ended
December 31,
2023
2024
Statements of Operations Data:
Revenue:
Product revenue
87.0 %
85.8 %
Service revenue
13.0
14.2
Total revenue
100.0
100.0
Operating expenses:
Cost of sales (exclusive of depreciation and amortization shown separately below):
Product cost of sales
72.9
60.0
Service cost of sales
7.9
9.1
Selling, general and administrative
26.4
26.9
Depreciation and amortization
10.7
10.8
Impairment of Investments in Equity Securities
—
1.9
Total operating expenses
117.9
108.7
Operating loss
(18.0)
(8.7)
Interest expense
(5.4)
(7.7)
Interest income
2.6
3.4
Other income (expense), net
—
—
Loss from equity method investments
(2.9)
(6.4)
Loss before income taxes
(23.7)
(19.4)
Income tax (expense) benefit
0.1
(0.6)
Net loss
(23.6)
(20.0)
Loss attributable to noncontrolling interest
0.1
0.1
Net loss attributable to Clean Energy Fuels Corp.
(23.5)%
(19.9)%
Product revenue. Product revenue for 2024 decreased by $13.1 million to $356.7 million, representing 85.8% of total
revenue, compared to $369.8 million, representing 87.0% of total revenue, for 2023. The decrease was primarily due to
lower average prices on fuel sold driven by a decrease in the prices of natural gas, along with a $0.2 million increase in
non-cash stock-based sales incentive contra-revenue charges relating to the Amazon Warrant driven by higher customer
fuel purchases, partially offset by an increase in total GGEs of fuel sold, resulting in a $28.1 million net decrease in fuel
sales in 2024 compared to 2023. In addition, a decrease in station construction sales of $1.2 million resulting from
decreased construction activities also contributed to the decrease in product revenue in 2024 compared to 2023. The
decrease in product revenue between periods was partially offset by (1) an increase in RIN revenue of $13.1 million
primarily resulting from higher average RIN prices and higher share of RIN values in 2024 when compared to those in
2023, (2) an increase in AFTC revenue of $2.9 million due to higher fuel volumes in 2024 compared to 2023, (3) an
increase in LCFS revenue of $0.1 million primarily resulting from increased LCFS revenue sharing with customers in
2024 when compared to those in 2023, partially offset by lower average LCFS prices, and (4) a change in fair value of our
commodity swap and customer contracts entered into in connection with our Zero Now truck financing program, as we
recognized an unrealized loss of $0.1 million in 2024 compared to an unrealized loss of $0.2 million in 2023.
Service revenue. Service revenue for 2024 increased $3.9 million to $59.2 million, representing 14.2% of total
revenue, compared to $55.3 million, representing 13.0% of total revenue, for 2023. The increase was primarily due to an
increase in GGEs serviced in 2024 when compared to those in 2023.
Product cost of sales. Product cost of sales for 2024 decreased by $60.3 million to $249.6 million, representing 60.0%
of total revenue, from $309.9 million, representing 72.9% of total revenue, in 2023. The decrease was primarily due to
48
lower average prices of natural gas in 2024 compared to 2023. In 2023, there was a significant rise in cost of natural gas
in California during January and February. The effects of lower natural gas prices in 2024 were partially offset by an
increase in GGEs of fuel sold.
Service cost of sales. Service cost of sales for 2024 increased by $4.2 million to $37.9 million, representing 9.1% of
total revenue, from $33.7 million, representing 7.9% of total revenue, in 2023. The increase was primarily due to an
increase in GGEs serviced in 2024 when compared to those serviced in 2023.
Selling, general and administrative. Selling, general and administrative expenses decreased by $0.5 million to
$111.8 million in 2024, from $112.3 million in 2023. The decrease was mostly driven by a $12.5 million decrease in
stock - based compensation expense due to current year vesting and forfeiture of equity awards granted in prior years,
partially offset by equity awards granted in the current year, partially offset by a $5.4 million increase in salaries and
benefits as a result of higher headcount and a $6.6 million increase in general business, selling and administrative expenses.
Depreciation and amortization. Depreciation and amortization decreased by $1.0 million to $44.7 million in 2024,
from $45.7 million in 2023. The decrease was primarily due to more assets being fully depreciated partially offset by
higher amount of depreciable assets.
Impairment of Investments in Equity Securities. Impairment of Investments in equity securities increased by
$8.1 million to $8.1 million in 2024, from $0.0 million in 2023. The impairment was primarily due to the investee’s
deteriorating financial results in late 2024.
Interest expense. Interest expense increased by $9.3 million to $32.2 million in 2024 from $22.9 million in 2023,
primarily due to (1) a 11.5 million increase due to higher outstanding indebtedness, (2) a $3.2 million increase due to
higher amortization of debt discount and issuance costs, partially offset by a $5.4 million debt extinguishment loss relating
to extinguishment of the Sustainability-Linked Term Loan pursuant to the Riverstone Credit Agreement (each as defined
and described in Note 11 to the note to consolidated financial statements) in 2023.
Interest income. Interest income increased by $2.9 million to $14.0 million in 2024 from $11.1 million in 2023,
primarily due to higher average interest rates of the Company’s short-term investments and loan receivables.
Loss from equity method investments. Loss from equity method investments increased by $14.1 million to
$26.6 million in 2024 from $12.5 million in 2023, due to the operating results of SAFE S.p.A., Rimere and our joint
venture(s) with TotalEnergies and bp, and our other equity method investees.
Income tax (expense) benefit. Income tax expense was $2.7 million in 2024 compared to income tax benefit of
$0.4 million in 2023. Income tax expense and/or benefit is primarily related to deferred taxes associated with goodwill and
other indefinite-lived deferred tax liabilities, and the Company’s expected state tax expense.
Loss attributable to noncontrolling interest. In 2024 and 2023, we recorded a gain of $0.6 million and $0.6 million,
respectively, for the noncontrolling interest in the net loss of NG Advantage. The noncontrolling interest in NG Advantage
represents a 6.7% minority interest that was held by third parties during both the 2024 and 2023 periods.
Seasonality and Inflation
To some extent, we experience seasonality in our results of operations. Some of our customers tend to consume more
of our vehicle fuels in the summer months, when buses and other fleet vehicles use more fuel to power their air conditioning
systems, which typically translate to an increased volume of fuel sold in the summer months. In addition, natural gas
commodity prices tend to be higher in the fall and winter months, due to increased overall demand for natural gas for
heating during these periods.
Historically, inflation has not significantly affected our operating results; however, costs for construction, repairs,
maintenance, electricity and insurance are all subject to inflationary pressures, which could affect our ability to maintain
49
our stations adequately, build new stations, expand our existing facilities or pursue additional facilities, and could
materially impact our operating costs.
Liquidity and Capital Resources
Liquidity
Liquidity is the ability to meet present and future financial obligations through operating cash flows, the sale or
maturity of investments or the acquisition of additional funds through capital management. Our financial position and
liquidity are, and will continue to be, influenced by a variety of factors, including the level of our outstanding indebtedness
and the principal and interest we are obligated to pay on our indebtedness; the amount and timing of any capital calls
related to the joint venture(s) with TotalEnergies and/or bp, or any other joint venture we may enter into in the future; the
amount and timing of any additional debt or equity financing we may pursue; our capital expenditure requirements; any
merger, divestiture or acquisition activity; and our ability to generate cash flows from our operations. We expect cash
provided by our operating activities to fluctuate as a result of a number of factors, including our operating results and the
factors that affect these results, including the amount and timing of our vehicle fuel sales, station construction sales, sales
of RINs and LCFS Credits and recognition of government credits, grants and incentives, if any; fluctuations in commodity,
station construction and labor costs; supply chain issues and unfavorable macroeconomic events, including inflationary
pressures; environmental credit prices; variations in the fair value of certain of our derivative instruments that are recorded
in revenue; and the amount and timing of our billing, collections and liability payments.
Cash Flows
Operating Activities. Cash provided by operating activities was $64.6 million in 2024, compared to cash provided by
operating activities of $43.8 million in 2023. The increase in cash provided by operating activities in 2024 was primarily
attributable to higher contributions relating to the procurement and sales of natural gas in 2024 compared to that in 2023.
The increase is partially offset by higher net cash interest payments and changes in working capital resulting from the
timing of cash receipts, accruals, billings and payments of cash.
Investing Activities. Cash used in investing activities was $77.7 million in 2024, compared to cash used in investing
activities of $202.0 million in 2023. The decrease in cash used in investing activities in 2024 was primarily attributable to
a $48.4 million increase in net maturities of short-term investments in 2024 when compared to that in 2023, a $44.4 million
net decrease in capital expenditures on property and equipment and on RNG production projects, and a $40.6 million
decrease in investments in other entities. The decrease is partially offset by an $8.8 million increase in net disbursements
for loans receivables.
Financing Activities. Cash used in financing activities was $1.9 million in 2024, compared to $139.1 million provided
by financing activities in 2023. The change between periods was primarily attributable to proceeds received from the
issuance of debt in connection with the Stonepeak Credit Agreement (Note 11) in 2023, while there were no such debt
issuance activities in 2024.
Capital Expenditures, Indebtedness and Other Uses of Cash
We require cash to fund our capital expenditures, operating expenses and working capital and other requirements,
including costs associated with fuel sales; outlays for the design and construction of new fueling stations; additions or
other modifications to existing fueling stations; RNG production facilities; debt repayments and repurchases; repurchases
of common stock; purchases of heavy-duty trucks that use our fuels; additions or modifications of LNG production
facilities; supporting our operations, including maintenance and improvements of our infrastructure; supporting our sales
and marketing activities, including support of legislative and regulatory initiatives; financing vehicles for our customers;
any investments in other entities; any mergers or acquisitions, including acquisitions to expand our RNG production
capacity; pursuing market expansion as opportunities arise, including geographically and to new customer markets; and to
fund other activities or pursuits and for other general corporate purposes.
Our business plan calls for approximately $30.0 million in capital expenditures in 2025. These capital expenditures
primarily relate to the construction of fueling stations, IT software and equipment and LNG plant costs, and we expect to
50
fund these expenditures primarily through cash on hand and cash generated from operations. Further, in 2025, we anticipate
deploying up to approximately $104.0 million to develop ADG RNG production facilities. As of December 31, 2024, we
have invested $321.8 million in the development of ADG RNG production facilities, which includes $271.9 million
contributed to our joint ventures.
We had total indebtedness, consisting of our debt and finance leases, of approximately $302.9 million in principal
amount as of December 31, 2024, of which approximately $1.0 million, $0.9 million, $0.7 million, $0.3 million,
$300.0 million and $0.0 million are expected to become due in 2025, 2026, 2027, 2028, 2029 and thereafter, respectively.
Based on our outstanding indebtedness and applicable interest rates as of December 31, 2024, we expect our total interest
payment obligations relating to our indebtedness to be approximately $29.1 million for the year ending December 31,
2025. We plan to and believe we are able to make all expected principal and interest payments in the next 12 months.
We also have indebtedness, including the amount representing interest, from our operating leases of approximately
$149.2 million as of December 31, 2024, of which approximately $16.7 million, $16.6 million, $16.6 million,
$15.8 million, $15.1 million and $68.4 million are expected to become due in 2025, 2026, 2027, 2028, 2029 and thereafter,
respectively.
We intend to make payments under our various debt instruments when due and pursue opportunities for earlier
repayment and/or refinancing if and when these opportunities arise. Although we believe we have sufficient liquidity and
capital resources to repay our debt coming due in the next 12 months, we may elect to suspend, or limit repurchases under,
our share repurchase program or pursue alternatives, such as refinancing, or debt or equity offerings, to increase our cash
management flexibility.
Sources of Cash
Historically, our principal sources of liquidity have consisted of cash on hand, cash provided by our operations,
including, if available, AFTC and other government credits, grants and incentives, cash provided by financing activities,
and sales of assets. As of December 31, 2024, excluding current portion of restricted cash, we had total cash and cash
equivalents and short-term investments of $217.5 million, compared to $263.1 million as of December 31, 2023.
We expect cash provided by our operating activities to fluctuate depending on our operating results, which can be
affected by the factors described above, such as the non-renewal of AFTC, as well as the other factors described in this
MD&A and Item 1A. “Risk Factors” of this report.
Subject to the following paragraph, we believe our cash and cash equivalents and short-term investments and
anticipated cash provided by our operating and current or future financing activities will satisfy our expected business
requirements for at least the 12 months following the date of this report. Subsequent to that period, we may need to raise
additional capital to fund any planned or unanticipated capital expenditures, investments, debt repayments, share
repurchases or other expenses that we cannot fund through cash on-hand, cash provided by our operations or other sources.
Moreover, we may use our cash resources faster than we predict due to unexpected expenditures or higher-than-expected
expenses due to unfavorable macroeconomic events, including inflationary pressures or otherwise, in which case we may
need to seek capital from alternative sources sooner than we anticipate. The timing and necessity of any future capital raise
would depend on various factors, including our rate and volume of, and prices for, natural gas fuel sales and other
volume - related activity, new station construction, debt repayments (either before or at maturity) and any potential mergers,
acquisitions, investments, divestitures or other strategic relationships we may pursue, as well as the other factors that affect
our revenue and expense levels as described in this MD&A and elsewhere in this report.
If we deploy additional capital to develop ADG RNG production facilities and fueling stations to support contracted
RNG fueling volume, we could be required to raise additional capital.
We may raise additional capital through one or more sources, including, among others, obtaining equity capital,
including through offerings of our common stock or other securities, obtaining new or restructuring existing debt, selling
assets, or any combination of these or other potential sources of capital. We may not be able to raise capital when needed,
on terms that are favorable to us or our stockholders or at all. Any inability to raise necessary capital may impair our ability
51
to develop and maintain fueling infrastructure, invest in strategic transactions or acquisitions or repay our outstanding
indebtedness and may reduce our ability to support and build our business and generate sustained or increased revenue.
Material Cash Requirements
The table below presents our material cash requirements, including the scheduled maturities of our contractual
obligations and our commitments for capital expenditures as of December 31, 2024. This table excludes certain potential
cash requirements because they may involve future cash payments that are considered uncertain and cannot be estimated
because they vary based upon future conditions; however, the exclusion of these obligations should not be construed as an
implication that they are immaterial, as they could significantly affect our short- and long-term liquidity and capital
resource needs depending on a variety of future events, facts and conditions.
Payments Due by Period
Less than
More than
Contractual Obligations: (in thousands)
Total
1 year
1 - 3 years 3 - 5 years
5 years
Long-term debt (1)
$ 443,302 $ 28,960 $ 57,933 $ 356,409 $
—
Finance lease obligations (2)
3,110
1,143
1,725
242
—
Operating lease commitments (3)
149,233
16,663
33,229
30,925
68,416
Long-term take-or-pay contracts (4)
1,463
1,463
—
—
—
Construction contracts (5)
17,356
17,356
—
—
—
Capital expenditure for RNG project (6)
24,997
24,997
—
—
—
Total
$ 639,461 $ 90,582 $ 92,887 $ 387,576 $ 68,416
(1)
Represents long-term debt, including future interest payments, to finance acquisitions, equipment purchases and development of RNG production
projects.
(2)
Consist of finance lease obligations, including future interest payments, relating to financing of equipment purchases.
(3)
Represent various leases including ground leases for our Boron, California plant and fueling stations, property leases relating to our office spaces,
and leases for equipment.
(4)
Represent estimated commitment relating to our long-term, quarterly natural gas purchase contracts with a take-or-pay commitment.
(5)
Consist of our obligations to fund various fueling station construction projects including our commitment to construct certain fueling stations in
Canada pursuant to the Joint Development Agreement with Tourmaline of which 50% of the station construction costs is expected to be reimbursed
by Tourmaline. The amount presented is net of amounts funded through December 31, 2024 and excludes contractual commitments relating to
station sales contracts.
(6)
Represents our capital expenditure commitment to fund the development and construction of ADG RNG projects, net of amounts funded through
December 31, 2024. The project is expected to be substantially complete in the third quarter of 2025.
Off-Balance Sheet Arrangements
As of December 31, 2024, we had the following off-balance sheet arrangements that have had, or are reasonably likely
to have, a material current or future effect on our financial condition, changes in financial condition, revenue or expenses,
results of operations, liquidity, capital expenditures or capital resources:
•
Outstanding surety bonds for construction contracts and general corporate purposes totaling $93.8 million;
•
A loan commitment to an equity method investee;
•
Quarterly fixed-price natural gas purchase contracts with take-or-pay commitments, the amount of which is
shown under “Contractual Obligations” above;
•
One long-term natural gas sale contract with a fixed supply commitment.
We provide surety bonds primarily for construction contracts in the ordinary course of our business, as a form of
guarantee. No liability has been recorded in connection with our surety bonds because, based on historical experience and
52
available information, we do not believe it is probable that any amounts will be required to be paid under these
arrangements for which we will not be reimbursed.
We entered into a note purchase agreement, dated January 8, 2024, with Rimere, an equity method investee, pursuant
to which we committed to make available up to $10.0 million in delayed draw loans to support Rimere’s working capital
requirements (see Note 18).
As of December 31, 2024, we had quarterly fixed-price natural gas purchase contracts with take-or-pay commitments
extending through March 2025.
In addition, as of December 31, 2024, we had a fixed supply arrangement with UPS for the supply and sale of
170.0 million GGEs of RNG through March 2026.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
In the ordinary course of our business, we are exposed to various market risks, including commodity price risks, risks
related to foreign currency exchange rates, and risks related to fluctuations in interest rates.
Commodity Price Risk
We are subject to market risk with respect to our sales of natural gas, which have historically been subject to volatile
market conditions. Our exposure to market risk is heightened when we have a fixed-price sales contract with a customer
that is not covered by a futures contract, or when we are otherwise unable to pass through natural gas price increases to
customers. Natural gas prices and availability are affected by many factors, including, among others, drilling activity,
supply, weather conditions, overall economic conditions and foreign and domestic government regulations.
Natural gas costs represented $182.4 million, $190.6 million, and $124.0 million of our cost of sales in 2022, 2023,
and 2024, respectively.
We have prepared a sensitivity analysis to estimate our exposure to price risk with respect to our commodity swap
contracts. If the diesel-to-natural gas price spread were to fluctuate by 10% as of December 31, 2024, we would expect a
corresponding fluctuation in the fair value of our commodity swap contracts of approximately $0.4 million.
Foreign Currency Exchange Rate Risk
For the year ended December 31, 2024, our primary exposure to foreign currency exchange rates relates to our
Canadian operations that had certain outstanding accounts receivable and accounts payable denominated in Canadian
dollar, which were not hedged.
We have performed a sensitivity analysis to estimate our exposure to market risk with respect to our monetary
transactions denominated in a foreign currency. If the exchange rates on these assets and liabilities were to fluctuate by
10% from the rates as of December 31, 2024, we would expect a corresponding fluctuation in the value of the net assets
to be $0.1 million.
Interest Rate Risk
As of December 31, 2024, we had no debt that bears a variable rate of interest. Certain LIBOR tenors were
discontinued after 2021 with other London Inter-bank Offered Rate (“LIBOR”) tenors discontinued after June 2023. We
intend to monitor the developments with respect to the discontinuance of LIBOR and work with our lenders to minimize
the effect of such a discontinuance on our financial condition and results of operations. To date, the effect of the
discontinuance of LIBOR on us and on our debt instruments has not been material. However, if our lenders have increased
costs due to changes in LIBOR, we may experience potential increases in interest rates on our variable rate debt or fees on
our fixed rate debt, which could adversely affect our interest expense, results of operations and cash flows.
53
Item 8. Financial Statements and Supplementary Data.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm (PCAOB ID 185)
54
Consolidated Balance Sheets
57
Consolidated Statements of Operations
58
Consolidated Statements of Comprehensive Loss
59
Consolidated Statements of Stockholders’ Equity
60
Consolidated Statements of Cash Flows
61
Notes to Consolidated Financial Statements
62
Financial Statement Schedule
Schedule II—Valuation and Qualifying Accounts
113
54
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Clean Energy Fuels Corp.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Clean Energy Fuels Corp. and subsidiaries (the
Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss,
stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the
related notes and financial statement schedule II (collectively, the consolidated financial statements). In our opinion, based
on our audits and the report of Plante & Moran, PLLC, the consolidated financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its
cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally
accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria
established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission, and our report dated February 24, 2025 expressed an unqualified opinion on the effectiveness
of the Company’s internal control over financial reporting.
We did not audit the consolidated financial statements for the year then ended December 31, 2022 of CE bp Renew Co,
LLC a 50 percent owned investee company. The Company’s investment in CE bp Renew Co, LLC was $156.8 million as
of December 31, 2022 and its loss from equity method investment of CE bp Renew Co, LLC was $2.7 million for the year
then ended. The December 31, 2022 consolidated financial statements of CE bp Renew Co, LLC were audited by Plante &
Moran, PLLC, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for CE
bp Renew Co, LLC, is based solely on the report of Plante & Moran, PLLC.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to
express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial
statements. We believe that our audits provide and the report of the other auditors provide a reasonable basis for our
opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts
or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on
the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
55
Goodwill impairment assessment
As discussed in Note 1 to the consolidated financial statements, the Company’s goodwill balance was $64,328 thousand
as of December 31, 2024. The Company performs an impairment test annually on October 1, or more frequently if facts
and circumstances warrant a review. For purposes of this test, the Company determined that it has a single reporting unit.
Due to a decline in the market price of the Company’s common stock, the Company performed a quantitative impairment
test as of December 31, 2024. For 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 derived from
recent merger and acquisition transactions. The results of the quantitative goodwill impairment test performed as of
December 31, 2024 indicated that the fair value of the Company’s reporting unit exceeded its carrying value, and as such,
no impairment charges relating to goodwill were recorded.
We identified the evaluation of the fair value of the Company’s reporting unit as a critical audit matter. A high degree of
subjective auditor judgment was required to evaluate management’s market participant acquisition premium used to
estimate the fair value of the reporting unit. Specifically, evaluating the market participant acquisition premium involved
subjective assessment of the selection of recent mergers and acquisitions. Additionally, changes to the market participant
acquisition premium could have had a significant effect on the fair value of the reporting unit.
The following are the primary procedures we performed to address the critical audit matter. We evaluated the design and
tested the operating effectiveness of certain internal controls related to the goodwill impairment process, including a
control related to the estimation of the market participant acquisition premium and the selection of recent mergers and
acquisitions. We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating
management’s market participant acquisition premium by comparing it against a market participant acquisition premium
independently developed using publicly available third-party market data, including recent mergers and acquisitions, of
comparable entities.
/s/ KPMG LLP
We have served as the Company’s auditor since 2001.
Irvine, California
February 24, 2025
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Clean Energy Fuels Corp.:
Opinion on Internal Control Over Financial Reporting
We have audited Clean Energy Fuels Corp. and subsidiaries’ (the Company) internal control over financial reporting as of
December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all
material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established
in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related
consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the years in
the three-year period ended December 31, 2024, and the related notes and financial statement schedule II (collectively, the
consolidated financial statements), and our report dated February 24, 2025 expressed an unqualified opinion on those
consolidated financial statements.
56
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s
Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained
in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such
other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with authorizations of management
and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Irvine, California
February 24, 2025
57
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
December 31,
December 31,
2023
2024
Assets
Current assets:
Cash, cash equivalents and current portion of restricted cash
$
106,963
$
91,562
Short-term investments
158,186
127,970
Accounts receivable, net of allowance of $1,475 and $1,965 as of December 31, 2023 and
December 31, 2024, respectively
98,426
107,683
Other receivables
17,440
14,630
Inventory
45,335
43,434
Notes receivable - related party
2,330
2,372
Prepaid expenses and other current assets
41,495
26,117
Total current assets
470,175
413,768
Operating lease right-of-use assets
92,324
90,598
Land, property and equipment, net
331,758
365,319
Notes receivable and other long-term assets, net
35,735
38,245
Investments in other entities
258,773
265,268
Goodwill
64,328
64,328
Intangible assets, net
6,365
6,365
Total assets
$
1,259,458
$
1,243,891
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of debt
$
38
$
40
Current portion of finance lease obligations
1,758
920
Current portion of operating lease obligations
6,687
8,027
Accounts payable
56,995
33,301
Accrued liabilities
91,534
105,563
Deferred revenue
4,936
6,871
Derivative liabilities, related party
1,875
—
Total current liabilities
163,823
154,722
Long-term portion of debt
261,123
265,327
Long-term portion of finance lease obligations
1,839
1,766
Long-term portion of operating lease obligations
89,065
89,049
Other long-term liabilities
9,961
13,496
Total liabilities
525,811
524,360
Commitments and contingencies (Note 16)
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 223,456,994
shares issued and outstanding as of December 31, 2023 and December 31, 2024, respectively
22
22
Additional paid-in capital
1,658,339
1,730,090
Accumulated deficit
(929,472)
(1,012,542)
Accumulated other comprehensive loss
(2,119)
(4,297)
Total Clean Energy Fuels Corp. stockholders’ equity
726,770
713,273
Noncontrolling interest in subsidiary
6,877
6,258
Total stockholders’ equity
733,647
719,531
Total liabilities and stockholders’ equity
$
1,259,458
$
1,243,891
See accompanying notes to consolidated financial statements.
58
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
Year Ended December 31,
2022
2023
2024
Revenue:
Product revenue
$
372,995 $
369,824 $
356,709
Service revenue
47,169
55,335
59,156
Total revenue
420,164
425,159
415,865
Operating expenses:
Cost of sales (exclusive of depreciation and amortization shown
separately below):
Product cost of sales
279,748
309,901
249,627
Service cost of sales
27,993
33,719
37,918
Selling, general and administrative
109,456
112,265
111,834
Depreciation and amortization
54,674
45,674
44,737
Impairment of investments in equity securities
—
—
8,102
Total operating expenses
471,871
501,559
452,218
Operating loss
(51,707)
(76,400)
(36,353)
Interest expense
(6,308)
(22,924)
(32,179)
Interest income
3,374
11,148
14,005
Other income (expense), net
95
165
106
Loss from equity method investments
(4,824)
(12,510)
(26,576)
Loss before income taxes
(59,370)
(100,521)
(80,997)
Income tax (expense) benefit
(220)
423
(2,692)
Net loss
(59,590)
(100,098)
(83,689)
Loss attributable to noncontrolling interest
857
601
619
Net loss attributable to Clean Energy Fuels Corp.
$
(58,733) $
(99,497) $
(83,070)
Net loss attributable to Clean Energy Fuels Corp. per share:
Basic and diluted
$
(0.26) $
(0.45) $
(0.37)
Weighted-average common shares outstanding:
Basic and diluted
222,414,790 222,904,785 223,346,127
See accompanying notes to consolidated financial statements.
59
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands)
Year Ended December 31, 2022
Year Ended December 31, 2023
Year Ended December 31, 2024
Clean Energy Noncontrolling
Clean Energy Noncontrolling
Clean Energy Noncontrolling
Fuels Corp.
Interest
Total
Fuels Corp.
Interest
Total
Fuels Corp.
Interest
Total
Net loss
$
(58,733)
$
(857) $ (59,590)
$
(99,497)
$
(601)
$ (100,098)
$
(83,070)
$
(619)
$ (83,689)
Other
comprehensive
income (loss), net
of tax:
Foreign
currency
translation
adjustments net
of $0 tax in
2022, 2023 and
2024
(1,773)
— (1,773)
1,261
—
1,261
(2,397)
—
(2,397)
Unrealized gain
(loss) on
available-for-
sale securities,
net of $0 tax in
2022, 2023 and
2024
(327)
—
(327)
342
—
342
219
—
219
Total other
comprehensive
income (loss), net
of tax
(2,100)
— (2,100)
1,603
—
1,603
(2,178)
—
(2,178)
Comprehensive
loss
$
(60,833)
$
(857) $ (61,690)
$
(97,894)
$
(601)
$ (98,495)
$
(85,248)
$
(619)
$ (85,867)
See accompanying notes to consolidated financial statements.
60
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except share data)
Accumulated
Common stock
Additional
Other
Noncontrolling
Total
Paid-In
Accumulated Comprehensive
Interest in
Stockholders’
Shares
Amount
Capital
Deficit
Income (Loss)
Subsidiary
Equity
Balance, December 31, 2021
222,684,923
$
22
$ 1,519,918
$
(771,242)
$
(1,622)
$
8,335
$
755,411
Issuance of common stock,
net of issuance costs
942,760
0
1,365
—
—
—
1,365
Repurchase of common
stock
(1,190,254)
(0)
(6,122)
—
—
—
(6,122)
Stock-based compensation
—
—
26,473
—
—
—
26,473
Stock-based sales incentive
charges
—
—
12,034
—
—
—
12,034
Net loss
—
—
—
(58,733)
—
(857)
(59,590)
Other comprehensive loss
—
—
—
—
(2,100)
—
(2,100)
Balance, December 31, 2022
222,437,429
22
1,553,668
(829,975)
(3,722)
7,478
727,471
Issuance of common stock
589,537
0
685
—
—
—
686
Shares withheld related to
net share settlement
—
—
(175)
—
—
—
(175)
Stock-based compensation
—
—
23,336
—
—
—
23,336
Stock-based sales incentive
charges
—
—
38,388
—
—
—
38,388
Issuance of common stock
warrants
—
—
42,435
—
—
—
42,435
Net loss
—
—
—
(99,497)
—
(601)
(100,098)
Other comprehensive loss
—
—
—
—
1,603
—
1,603
Balance, December 31, 2023
223,026,966
22
1,658,339
(929,472)
(2,119)
6,877
733,647
Issuance of common stock
430,028
0
474
—
—
—
474
Shares withheld related to
net share settlement
—
—
(340)
—
—
—
(340)
Stock-based compensation
—
—
10,803
—
—
—
10,803
Stock-based sales incentive
charges
—
—
60,764
—
—
—
60,764
Issuance of common stock
warrants
—
—
50
—
—
—
50
Net loss
—
—
—
(83,070)
—
(619)
(83,689)
Other comprehensive
income
—
—
—
—
(2,178)
—
(2,178)
Balance, December 31, 2024
223,456,994
$
22
$ 1,730,090
$ (1,012,542)
$
(4,297)
$
6,258
$
719,531
See accompanying notes to consolidated financial statements.
61
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended December 31,
2022
2023
2024
Cash flows from operating activities:
Net loss
$
(59,590)
$
(100,098)
$
(83,689)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization
54,674
45,674
44,737
Provision for credit losses and inventory
2,035
1,773
2,682
Stock-based compensation expense
26,473
23,336
10,803
Stock-based sales incentive charges
24,302
60,609
60,764
Change in fair value of derivative instruments
(517)
158
131
Amortization of debt issuance costs
58
1,571
4,775
Amortization of discounts and Section 30C tax credit
(1,770)
(6,279)
(6,343)
Loss (gain) on disposal of property and equipment
12
863
468
Loss on extinguishment of debt
3,413
5,367
—
Asset impairments and other charges
—
634
380
Impairment of investments in equity securities
—
—
8,102
Loss from equity method investments
4,824
12,510
26,576
Non-cash lease expense
3,400
6,854
9,385
Deferred income taxes
173
(515)
2,630
Changes in operating assets and liabilities:
Accounts and other receivables
(1,072)
(7,711)
(8,177)
Inventory
(9,318)
(11,391)
(57)
Prepaid expenses and other assets
(1,366)
510
6,033
Operating lease liabilities
(3,314)
(3,957)
(6,087)
Accounts payable
9,324
14,770
(18,784)
Deferred revenue
(1,281)
(883)
2,205
Accrued liabilities and other
16,271
(18)
8,045
Net cash provided by operating activities
66,731
43,777
64,579
Cash flows from investing activities:
Purchases of short-term investments
(410,027)
(491,253)
(914,210)
Maturities and sales of short-term investments
401,639
479,288
950,644
Payment and deposits on equipment and manure rights for ADG RNG production projects
(8,986)
(20,348)
(14,959)
Purchases of and deposits on property and equipment
(44,518)
(100,934)
(64,997)
Grant proceeds for capital projects
—
1,947
952
Proceeds received for joint development and construction of station projects
—
3,224
6,980
Disbursements for loans receivable
(2,310)
(3,500)
(10,398)
Proceeds from paydowns, maturities, and sales of loans receivable
1,116
2,256
310
Cash received from sale of certain assets of subsidiary, net
3,885
—
—
Investments in other entities
(89,700)
(73,450)
(32,892)
Advance to DR JV
—
(5,500)
—
Proceeds from repayment of advance by DR JV
—
5,500
—
Proceeds from settlement of insurance claims
—
495
314
Proceeds from disposal of property and equipment
360
262
576
Net cash (used in) investing activities
(148,541)
(202,013)
(77,680)
Cash flows from financing activities:
Issuance of common stock
1,365
242
64
Payment of tax withholdings on net settlement of equity awards
—
(175)
(340)
Fees paid for lender and debt issuance costs
(486)
(9,484)
(890)
Proceeds for Adopt-A-Port program
1,410
955
3,390
Repayment of proceeds for Adopt-A-Port program
(1,163)
(1,441)
(1,934)
Proceeds from debt instruments
159,883
300,255
—
Proceeds from revolving line of credit
1,700
—
—
Repayments of borrowing under revolving line of credit
(1,700)
—
—
Repayments of debt instruments and finance lease obligations
(49,999)
(151,148)
(2,234)
Payments of debt extinguishment costs
(3,239)
(83)
—
Net cash provided by (used in) financing activities
101,649
139,121
(1,944)
Effect of exchange rates on cash, cash equivalents and restricted cash
(345)
128
(356)
Net increase (decrease) in cash, cash equivalents and restricted cash
19,494
(18,987)
(15,401)
Cash, cash equivalents and restricted cash, beginning of period
106,456
125,950
106,963
Cash, cash equivalents and restricted cash, end of period
$
125,950
$
106,963
$
91,562
Supplemental disclosure of cash flow information:
Income taxes paid
$
68
$
77
$
60
Interest paid, net of $0, $2,587 and $2,057 capitalized, respectively
$
1,873
$
16,360
$
27,402
See accompanying notes to consolidated financial statements.
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
62
Note 1 —Summary of Significant Accounting Policies
The Company and Nature of Business
Clean Energy Fuels Corp., together with its majority and wholly owned subsidiaries (hereinafter collectively referred
to as the “Company,” unless the context or the use of the term indicates or requires otherwise) is engaged in the business
of selling renewable and conventional natural gas as alternative fuels for vehicle fleets and related fueling solutions to its
customers, primarily in the United States (“U.S.”) and Canada. The Company’s principal business is supplying renewable
natural gas (“RNG”) and conventional natural gas, in the form of compressed natural gas (“CNG”) and liquefied natural
gas (“LNG”), for medium and heavy-duty vehicles and providing operation and maintenance (“O&M”) services to public
and private vehicle fleet customer stations. The Company is also focused on developing, owning, and operating dairy and
other livestock waste RNG projects and supplying RNG (procured from third party sources and from the DR JV (as defined
below), one of 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 solutions provider, the Company also designs and builds, as well as operates and
maintains, public and private vehicle fueling stations in the United States and Canada; sells and services compressors and
other equipment used in RNG production and at fueling stations; transports and sells RNG and conventional natural gas,
in the form of CNG and LNG, via “virtual” natural gas pipelines and interconnects; sells U.S. federal, state and local
government credits it generates by selling RNG in the form of CNG and LNG as a vehicle fuel, including Renewable
Identification Numbers (“RIN Credits” or “RINs”) under the federal Renewable Fuel Standard Phase 2 and credits under
the California, Oregon, and Washington Low Carbon Fuel Standards (collectively, “LCFS Credits”); and obtains federal,
state and local tax credits, grants and incentives.
Basis of Presentation
The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, and,
in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state
fairly the Company’s consolidated financial position, results of operations, comprehensive income (loss), stockholders’
equity, and cash flows in accordance with accounting principles generally accepted in the United States of America
(“U.S. GAAP”). All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make
estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements and
these notes. Actual results could differ from those estimates and may result in material effects on the Company’s operating
results and financial position. Significant estimates made in preparing the accompanying consolidated financial statements
include (but are not limited to) those related to revenue recognition, fair value measurements, goodwill and long-lived
asset valuations and impairment assessments, income tax valuations, stock-based compensation expense and stock-based
sales incentive charges.
Inventory
Inventory consists of raw materials and spare parts, work in process and finished goods and is stated at the lower of
cost (first-in, first-out) or net realizable value. The Company evaluates inventory balances for excess quantities and
obsolescence by analyzing estimated demand, inventory on hand, sales levels and other information and reduces inventory
balances to net realizable value for excess and obsolete inventory based on this analysis.
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
63
Inventories consisted of the following as of December 31, 2023 and 2024 (in thousands):
December 31, December 31,
2023
2024
Raw materials and spare parts
$
45,335
$
43,434
Total inventory
$
45,335
$
43,434
Derivative Instruments and Hedging Activities
In connection with the Company’s Zero Now truck financing program, the Company entered into commodity swap
contracts in October 2018 intended to manage risks related to the diesel-to-natural gas price spread in connection with the
natural gas fuel supply commitments the Company makes in its fueling agreements with fleet operators that participate in
the Zero Now program. The Company has not designated any derivative instruments as hedges for accounting purposes
and does not enter into such instruments for speculative trading purposes. These derivative instruments are recorded in the
accompanying consolidated balance sheets and are measured as either an asset or liability at fair value with changes in fair
value recognized in earnings. See Note 6 for more information.
Property and Equipment
Property and equipment are recorded at cost. Depreciation and amortization are recognized over the estimated useful
lives of the assets using the straight-line method. The estimated useful lives of depreciable assets are three to twenty years
for LNG liquefaction plant assets, up to ten years for station equipment and LNG trailers, and three to seven years for all
other depreciable assets. Leasehold improvements are amortized over the shorter of their estimated useful lives or related
lease terms. Periodically, the Company receives cash grant funding to assist in the financing of fueling station construction.
The Company initially records the grant proceeds as a reduction of the cost of the respective asset and subsequently
amortizes the grant proceeds over the estimated useful life of the asset, resulting in lower total depreciation expense
recognized over the estimated useful life of the asset.
Grant proceeds received for the years ended December 31, 2023 and 2024 were approximately $1.9 million and
$1.0 million, respectively. No grant proceeds were received for the year ended December 31, 2022. Gross grant proceeds
of $25.9 million and $26.8 million were included in “Land, property and equipment, net” in the accompanying consolidated
balance sheets as of December 31, 2023 and 2024, respectively. Related accumulated amortization of the grant proceeds
was $17.0 million and $18.0 million as of December 31, 2023 and 2024, respectively. The Company recorded amortization
expense relating to grant proceeds of $1.4 million, $1.5 million and $1.1 million for the years ended December 31, 2022,
2023 and 2024, respectively.
Leases
On January 1, 2019, the Company adopted Accounting Standards Codification (“ASC”) 842, Leases, whereby leases
are classified as either operating leases or finance leases.
At the inception of a contract the Company assesses whether the contract is, or contains, a lease. The Company’s
assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company
obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether
the Company has the right to direct the use of the asset. The commencement date of the contract is the date the lessor
makes the underlying asset available for use by the lessee.
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
64
Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset during the lease term and lease
liabilities represent obligations to make lease payments arising from the lease. ROU assets and lease liabilities are
recognized at the commencement date based on the net present value of fixed lease payments over the lease term. ROU
assets also include any initial direct costs and advance lease payments made and exclude lease incentives. Lease liabilities
also include terminal purchase options when deemed reasonably certain to exercise. The Company’s lease term includes
options to extend when it is reasonably certain that it will exercise that option. The Company has elected not to recognize
ROU assets and lease liabilities for short-term leases that have a term of 12 months or less; the Company recognizes lease
expense for these leases on a straight-line basis over the lease term.
As most of the Company’s operating leases do not have an implicit rate that can be readily determined, the Company
uses its secured incremental borrowing rate for the same term as the underlying lease based on information available at
lease commencement. For finance leases, the Company uses the rate implicit in the lease.
The lease classification affects the expense recognition on the consolidated statements of operations. Operating lease
charges are recorded in “Cost of sales, exclusive of depreciation and amortization,” and “Selling, general and
administrative” expense. Finance lease charges are split, whereby depreciation on assets under finance leases is recorded
in “Depreciation and amortization” expense and an implied interest component is recorded in “Interest expense.” The
expense recognition for operating leases and finance leases is substantially consistent with legacy accounting.
Long-Lived Assets
The Company reviews the carrying value of its long-lived assets, including property and equipment and intangible
assets with finite useful lives, for impairment whenever events or changes in circumstances indicate that the carrying value
of an asset or asset group may not be recoverable. Events that could result in an impairment review include, among others,
a significant decrease in the operating performance of a long-lived asset or asset group or the decision to close a fueling
station. Impairment testing involves a comparison of the sum of the undiscounted future cash flows of the asset or asset
group to its carrying amount. If the sum of the undiscounted future cash flows exceeds the carrying amount, then no
impairment exists. If the carrying amount exceeds the sum of the undiscounted future cash flows, then a second step is
performed to determine the amount of impairment, if any, to be recognized. An impairment loss is recognized to the extent
that the carrying amount of the asset or asset group exceeds its fair value. The fair value of the asset or asset group is based
on estimated discounted future cash flows of the asset or asset group using a discount rate commensurate with the related
risk. The estimate of future cash flows requires management to make assumptions and to apply judgment, including
forecasting future sales and expenses and estimating useful lives of the assets. These estimates can be affected by a number
of factors, including, among others, future results, demand, and economic conditions, many of which can be difficult to
predict.
There were no impairments of the Company’s long-lived assets in the years ended December 31, 2022, 2023 and
2024.
Intangible assets with finite useful lives are amortized over their respective estimated useful lives using the
straight - line method. The estimated useful lives of intangible assets with finite useful lives are one to eight years for
customer relationships, one to fifty years for acquired contracts, two to ten years for trademarks and trade names, and three
years for non-compete agreements.
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
65
The Company’s intangible assets as of December 31, 2023 and 2024 were as follows (in thousands):
2023
2024
Customer relationships
$
5,376
$
5,376
Acquired contracts
10,749
10,749
Trademark and trade names
2,700
2,700
Non-compete agreements
860
860
Total intangible assets
19,685
19,685
Less accumulated amortization
(13,320)
(13,320)
Net intangible assets
$
6,365
$
6,365
No amortization expense relating to intangible assets was recognized for the years ended December 31, 2022, 2023
and 2024.
In connection with the Company’s investment in anaerobic digester gas (“ADG”) RNG production projects, the
Company acquired contractual rights relating to manure feedstock totaling $0.5 million and $0.0 million in 2023 and 2024,
respectively. The amounts paid for contractual rights to manure feedstock are classified and included under “Acquired
contracts” in the table above. The acquired contractual rights to manure feedstock have a contractual term ranging from
20 to 50 years and will be amortized over the contractual term using the straight-line method of amortization, commencing
on the date of commercial operation of the ADG RNG facility.
Estimated amortization expense subsequent to the year ended December 31, 2024 is expected to be approximately
$0.1 million in 2025, $0.3 million in 2026, $0.3 million in 2027, $0.3 million in 2028, $0.3 million in 2029, and
$5.1 million thereafter.
Goodwill
Goodwill represents the excess of costs incurred over the fair value of the net assets of acquired businesses. The
Company assesses its goodwill using either a qualitative or quantitative approach to determine whether it is more likely
than not that the fair value of its reporting unit is less than its carrying value. The Company is required to use judgment
when applying the goodwill impairment test, including, among other considerations, the identification of reporting unit(s),
the assessment of qualitative factors, and the estimation of fair value of a reporting unit in the quantitative approach. The
Company determined that it is a single reporting unit for the purpose of goodwill impairment tests. The Company performs
the impairment test annually on October 1, or more frequently if facts and circumstances warrant a review.
The qualitative goodwill assessment includes the potential effect on a reporting unit’s fair value of certain events and
circumstances, including its enterprise value, macroeconomic conditions, industry and market considerations, cost factors,
and other relevant entity-specific events. If it is determined, based upon the qualitative assessment, that it is more likely
than not that the reporting unit’s fair value is less than its carrying amount, then a quantitative impairment test is performed.
Alternatively, the Company may bypass the qualitative assessment for a reporting unit and directly perform the quantitative
goodwill impairment test.
The quantitative goodwill impairment test estimates the reporting unit’s fair value based on its market value of
invested capital plus a market participant acquisition premium derived from recent merger and acquisition transactions in
comparable industry and market sectors as those in which the Company operates. The estimates, including the estimation
methodology, used to determine the fair value of the reporting unit may change based on results of operations,
macroeconomic conditions, stock price fluctuations or other factors. Changes in these estimates could materially affect the
assessment of the fair value and goodwill impairment for the reporting unit.
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
66
In 2024, the Company bypassed the qualitative assessment and directly performed the quantitative goodwill
impairment test on October 1, 2024, for the single reporting unit, as described above, due to a decline in the market price
of the Company’s common stock, which resulted in a fair value, based on its market value of invested capital plus a market
participant acquisition premium, that exceeded carrying value by 16% or $165.1 million.
Due to another decline in the market price of the Company’s common stock subsequent to October 1, 2024, an interim
quantitative goodwill impairment test was performed as of December 31, 2024 for the single reporting unit as described
above, which resulted in a fair value, based on its market value of invested capital plus a market participant acquisition
premium, that exceeded carrying value by 4% or $39.8 million.
Subsequent to December 31, 2024, there have been increases in the market price of the Company’s common stock
and in the Company’s market capitalization. As such, the Company determined that declines experienced in 2024 are not
sustained. The Company has not identified other events or circumstances that would more likely than not reduce the fair
value of the reporting unit to below its carrying value on a sustained basis. As such, the reporting unit’s goodwill as of
December 31, 2024 was not impaired. It is possible that goodwill could become impaired if it is determined in a subsequent
period that the fair value of the reporting unit was less than its carrying amount on a sustained basis, which could result in
a material charge and adversely affect results of operations.
The Company had also performed interim quantitative goodwill impairment tests as of March 31, 2024, June 30, 2024,
and September 30, 2024 for its single reporting unit. Each of the tests performed indicated that the fair value of the
Company’s reporting unit exceeded its carrying value.
The following table summarizes the activity related to the carrying amount of goodwill (in thousands):
Balance as of December 31, 2022
$
64,328
Balance as of December 31, 2023
$
64,328
Balance as of December 31, 2024
$
64,328
Revenue Recognition
The Company recognizes revenue when control of the promised goods or services is transferred to its customers, in
an amount that reflects the consideration to which it expects to be entitled in exchange for the goods or services. To achieve
that core principle, a five-step approach is applied: (1) identify the contract with a customer, (2) identify the performance
obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance
obligations in the contract, and (5) recognize revenue allocated to each performance obligation when the Company satisfies
the performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to
the customer and is the unit of account for revenue recognition.
The Company is generally the principal in its customer contracts because it has control over the goods and services
prior to them being transferred to the customer, and as such, revenue is recognized on a gross basis. Sales and usage-based
taxes are excluded from revenues. Revenue is recognized net of allowances for returns and any taxes collected from
customers, which are subsequently remitted to governmental authorities.
Product Revenue
Volume-Related
The Company’s volume-related product revenue consists of sales of RNG and conventional natural gas, in the form
of CNG and LNG, AFTC (defined below) incentives, and sales of RINs and LCFS Credits in addition to Amazon Warrant
Charges (defined in Note 12) and changes in fair value of the Company’s derivative instruments associated with providing
fuel to customers under contracts.
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
67
RNG and conventional natural gas are sold pursuant to contractual commitments over defined delivery periods. These
contracts typically include a stand-ready obligation to supply natural gas. The Company applies the ‘right to invoice’
practical expedient and recognizes fuel revenue in the amount to which the Company has the right to invoice. The Company
has a right to consideration based on the amount of gasoline gallon equivalents (“GGEs”) of fuel dispensed by the customer
and current pricing conditions. The Company calculates one GGE to equal 125,000 British Thermal Units (“BTUs”), and,
as such, one million BTUs (“MMBTU”) equal eight GGEs. Customers are typically billed on a monthly basis. Since
payment terms are less than a year, the Company has elected the practical expedient which allows it to not assess whether
a customer contract has a significant financing component.
Contract modifications are not distinct from the existing contract and are typically renewals of fuel sales. As a result,
these modifications are accounted for as if they were part of the existing contract. The effect of a contract modification on
the transaction price is recognized prospectively.
The Company sells RINs and LCFS Credits to third parties that need the credits to comply with federal and state
requirements. Revenue is recognized on these credits when there is an agreement in place to monetize the credits at a
determinable price and the RNG fuel has been sold. The sales price for some environmental credit transactions may not
be determinable in the period in which the RNG was sold as pricing is established in the quarter after the RNG was sold.
In these circumstances, revenue from RIN and LCFS credits is recognized once the sales price has been established and
therefore is considered determinable.
Amazon Warrant Charges are determined based on the grant date fair value of the award, and the associated non-cash
stock-based sales incentive charges, which are recorded as a reduction of revenue, are recognized as the customer
purchases fuel and vesting conditions become probable of being achieved. See discussion under “Amazon Warrant” below
and Note 12 for additional information.
The changes in fair value of derivative instruments relate to the Company’s commodity swap and customer fueling
contracts under the Zero Now truck financing program. The contracts are measured at fair value with changes in fair value
recorded in the accompanying consolidated statements of operations in the period incurred. 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 existing and anticipated customer fueling contracts under the Company’s
Zero Now truck financing program. See Note 6 for more information about these derivative instruments. For the years
ended December 31, 2022, 2023 and 2024, changes in the fair value of commodity swaps and customer contracts amounted
to a gain (loss) of $0.5 million, $(0.2) million, and ($0.1) million, respectively.
AFTC is generated when RNG or conventional natural gas is sold for use as fuel to operate a motor vehicle. See
discussion under “Alternative Fuel Excise Tax Credit” below for more information about AFTC, which is not recognized
as revenue until the period the credit is authorized through federal legislation.
Station Construction Sales
Station construction contracts are generally short-term, except for certain larger and more complex stations, which
can take up to 24 months to complete. For most of the Company’s station construction contracts, the customer contracts
with the Company to provide a significant service of integrating a complex set of tasks and components into a single
station. Hence, the entire contract is accounted for as one performance obligation.
The Company recognizes revenue over time as the Company performs under its station construction contracts because
of the continual transfer of control of the goods to the customer, who typically controls the work in process. Revenue is
recognized based on the extent of progress towards completion of the performance obligation and is recorded
proportionally as costs are incurred. Costs to fulfill the Company’s obligations under these contracts typically include
labor, materials and subcontractors’ costs, other direct costs and an allocation of indirect costs.
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
68
Refinements of estimates to account for changing conditions and new developments are continuous and characteristic
of the process. Many factors that can affect contract profitability may change during the performance period of the contract,
including differing site conditions, the availability of skilled contract labor, the performance of major suppliers and
subcontractors, and unexpected changes in material costs. Because a significant change in one or more of these estimates
could affect the profitability of these contracts, the contract price and cost estimates are reviewed periodically as work
progresses and adjustments proportionate to the cost-to-cost measure of progress are reflected in contract revenues in the
reporting period when such estimates are revised. Provisions for estimated losses on uncompleted contracts are recorded
in the period in which the losses become known.
Contract modifications are typically expansions in scope of an existing station construction project. As a result, these
modifications are accounted for as if they were part of the existing contract. The effect of a contract modification on the
transaction price and the Company’s measure of progress for the performance obligation to which it relates is recognized
as an adjustment to revenue (either as an increase or a reduction) on a cumulative catch-up basis.
Under the typical payment terms of the Company’s station construction contracts, the customer makes either
performance-based payments (“PBPs”) or progress payments. PBPs are interim payments of the contract price based on
quantifiable measures of performance or the achievement of specified events or milestones. Progress payments are interim
payments of costs incurred as the work progresses. For some of these contracts, the Company may be entitled to receive
an advance payment. The advance payment typically is not considered a significant financing component because it is
used to meet working capital demands that can be higher in the early stages of a construction contract and to protect the
Company if the customer fails to adequately complete some or all of its obligations under the contract. In addition, the
customer retains a small portion of the contract price until completion of the contract. Such retained portion of the contract
price is not considered a significant financing component because the intent is to protect the customer.
In certain contracts with its customers, the Company agrees to provide multiple goods or services, including
construction of and sale of a station, O&M services, and sale of fuel to the customer. These contracts have multiple
performance obligations because the promise to transfer each separate good or service is separately identifiable and
distinct. This evaluation requires significant judgment and the decision to combine a group of contracts or separate the
combined or single contract into multiple performance obligations could change the amount of revenue recognized in one
or more periods.
The Company allocates the contract price to each performance obligation using best estimates of the standalone selling
price of each distinct good or service in the contract. The primary method used to estimate the standalone selling price for
fuel and O&M services is observable standalone sales, and the primary method used to estimate the standalone selling
price for station construction sales is the expected cost plus a margin approach because the Company sells customized
customer-specific solutions. Under this approach, the Company forecasts expected costs of satisfying a performance
obligation and then adds an appropriate margin for the good or service.
Service Revenue
O&M Services
O&M and other services are sold pursuant to contractual commitments over defined performance periods. These
contracts typically include a stand-ready obligation to provide O&M and/or other services based on a committed and
agreed upon routine maintenance schedule or when and if called upon by the customer.
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
69
The Company applies the ‘right to invoice’ practical expedient and recognizes O&M and other services revenue in
the amount to which the Company has the right to invoice. The Company has a right to consideration based on services
rendered or on amount of GGEs of fuel dispensed by the customer multiplied by an agreed-upon rate. Customers are
typically billed on a monthly basis. Since payment terms are less than a year, the Company has elected the practical
expedient which allows it to not assess whether a customer contract has a significant financing component.
Contract modifications are not distinct from the existing contract and are typically renewals of O&M and other service
sales. As a result, these modifications are accounted for as if they were part of the existing contract. The effect of a contract
modification on the transaction price is recognized prospectively.
Other services
The majority of other services revenue consist of sales of used natural gas heavy-duty trucks purchased by the
Company and management fees relating to management services provided to the Company’s equity method investees and
joint ventures with TotalEnergies and bp. Revenue on sales contracts of used natural gas trucks is recognized at the point
in time when the customer accepts delivery of the truck. Management fee revenue is recognized over time on a monthly
basis as services are rendered by the Company.
Alternative Fuel Excise Tax Credit
Under separate pieces of U.S. federal legislation, the Company was eligible to receive a federal alternative fuel excise
tax credit (“AFTC”) for its natural gas vehicle fuel sales made between October 1, 2006 and December 31, 2021. The
AFTC credit was equal to $0.50 per GGE of CNG that the Company sold as vehicle fuel, and $0.50 per diesel gallon of
LNG that the Company sold as vehicle fuel in 2020 and 2021. The Inflation Reduction Act of 2022, enacted on August 16,
2022 (the “IRA”), extended AFTC for an additional three years, beginning retroactively to January 1, 2022. AFTC
incentive under the extension period remains at $0.50 per GGE of CNG and $0.50 per diesel gallon of LNG that the
Company sells as vehicle fuel through December 31, 2024.
Based on the service relationship with its customers, either the Company or its customer claims the credit. The
Company records its AFTC credits, if any, as revenue in its consolidated statements of operations because the credits are
fully payable to the Company and do not offset income tax liabilities. As such, the credits are not deemed income tax
credits under the accounting guidance applicable to income taxes.
LNG Transportation Costs
The Company records the costs incurred to transport LNG to its customers in “Product cost of sales” in the
accompanying consolidated statements of operations.
Advertising Costs
Advertising costs are expensed as incurred. Advertising costs were immaterial for the years ended December 31, 2022,
2023 and 2024.
Stock-Based Compensation
The Company recognizes compensation expense for all stock - based payment arrangements over the requisite service
period of the award and recognizes forfeitures as they occur. For service and performance-based stock options, the
Company determines the grant date fair value using the Black - Scholes option pricing model, which requires the input of
certain assumptions, including the expected life of the stock - based payment award, stock price volatility and risk - free
interest rate. For market-based stock options, the Company determines the grant date fair value using the Monte Carlo
simulation model, which requires the input of certain assumptions, including the derived service period and the volatility
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
70
of the Company’s stock price. For restricted stock units, the Company determines the grant date fair value based on the
closing market price of its common stock on the date of grant.
Amazon Warrant
The Amazon Warrant (as defined in Note 12) is accounted for as an equity instrument and measured in accordance
with ASC 718, Compensation – Stock Compensation. To determine the fair value of the Amazon Warrant, the Company
used the Black-Scholes option pricing model, which is based in part on assumptions that require management to use
judgment. For awards granted to a customer, which are not in exchange for distinct goods or services, the fair value of the
awards earned based on service or performance conditions is recorded as a reduction of the transaction price in accordance
with ASC 606, Revenue from Contracts with Customers. Based on the fair value of the award, the Company determines
the amount of non-cash stock-based sales incentive charges on the customer’s pro-rata achievement of vesting conditions,
which is recorded as a reduction of revenue in the consolidated statements of operations.
Stonepeak Warrant
The Stonepeak Warrant (as defined in Note 12), issued in conjunction with the funding of the Senior Term Loan, is
deemed as a separate unit of account from the Loan Facility based on evaluation of the contractual terms of the Stonepeak
Credit Agreement and the Warrant Agreement. As a result, amounts are allocated to the Stonepeak Warrant using the
relative fair value method and are accounted for as paid-in capital. The Stonepeak Warrant is classified as an equity
instrument because the underlying warrants (1) do not embody an obligation of the Company, (2) are deemed to be indexed
to the Company’s own common stock, and (3) meet all the conditions for equity classification. As a result, the Stonepeak
Warrant is measured at fair value as of the issuance date, and subsequent changes in fair value will not be recognized in
earnings. The fair values of the Stonepeak Warrant as of the issuance date were determined using the Black-Scholes option
pricing model. In addition, upon the recognition of the Stonepeak Warrant, the Company recognized a warrant asset and
additional debt discount to the gross principal of the Senior Term Loan. The additional debt discount relating to the
Stonepeak Warrant will be amortized using the interest method in accordance with ASC 835-30, Imputation of Interest,
over the contractual term of the Loan Facility and will be recognized in earnings as interest expense in the consolidated
statements of operations. The warrant asset will be proportionately reclassified to debt discount when amounts are drawn
from the delayed draw term loan commitment, reducing the initial net carrying amount of the funded debt.
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, which states that (1) costs incurred
and revenue generated from transactions with third parties be separately recorded by each participant in its own financial
statements, (2) the participant who is deemed to be the principal for a given transaction under ASC 606, Revenue from
Contracts with Customers, will record the transaction on a gross basis in its financial statements, and (3) payments between
participants that are within the scope of other authoritative accounting literature on income statement classification shall
be accounted for using the relevant provisions of that literature. If the payments are not within the scope of other
authoritative accounting literature, then the income statement classification for the payments shall be based on an analogy
to authoritative accounting literature or if there is no appropriate analogy, a reasonable, rational, and consistently applied
accounting policy election.
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
71
In accordance with ASC 606, the Company determined that it is the principal for the revenue generated from third
parties under this collaborative arrangement with Tourmaline; as such, the associated revenue and cost of sales generated
and incurred are recognized on a gross basis in the consolidated statements of operations. Net participation of profit and
loss owed to or from Tourmaline is recorded as an increase or decrease to cost of sales, respectively, because the transaction
is not deemed to be with a customer within the scope of ASC 606. Capitalized station costs are presented at half of the
total development and construction costs in the consolidated balance sheets, corresponding to the Company’s 50%
ownership in the shared assets.
Income Taxes
Income taxes are computed using the asset and liability method. Under this method, deferred income taxes are
recognized by applying enacted statutory tax rates applicable to future years to differences between the tax bases and
financial carrying amounts of existing assets and liabilities. The impact on deferred taxes of changes in tax rates and laws,
if any, is applied to the years during which temporary differences are expected to be settled and are reflected in the
consolidated financial statements in the period of enactment. Valuation allowances are established when management
determines it is more likely than not that deferred tax assets will not be realized. When evaluating the need for a valuation
analysis, we use estimates involving a high degree of judgment including projected future U.S. GAAP income and the
amounts and estimated timing of the reversal of any deferred tax assets and liabilities.
The Company has a recognition threshold and a measurement attribute for the financial statement recognition and
measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax
position must be more likely than not sustainable upon examination by taxing authorities based on the technical merits of
the position. The amount recognized is measured as the largest amount of benefit that has a greater than 50 percent
likelihood of being realized upon ultimate settlement. The Company recognizes potential accrued interest and penalties
related to unrecognized tax benefit in income tax expense.
The Company operates within multiple domestic and foreign taxing jurisdictions and is subject to audit in these
jurisdictions. These audits can involve complex issues, which may require an extended period of time to resolve. Although
the Company believes that adequate consideration has been given to these issues, it is possible that the ultimate resolution
of these issues could be significantly different from originally estimated.
Net Loss Per Share
Basic net loss per share is computed by dividing the net loss attributable to Clean Energy Fuels Corp. by the
weighted - average number of common shares outstanding and common shares issuable for little or no cash consideration
during the period. Diluted net loss per share is computed by dividing the net loss attributable to Clean Energy Fuels Corp.
by the weighted-average number of common shares outstanding and common shares issuable for little or no cash
consideration during the period and potentially dilutive securities outstanding during the period, and therefore reflects the
dilution from common shares that may be issued upon exercise or conversion of these potentially dilutive securities, such
as stock options, warrants, convertible notes and restricted stock units. The dilutive effect of stock awards and warrants is
computed under the treasury stock method. The dilutive effect of convertible notes and restricted stock units is computed
under the if-converted method. Potentially dilutive securities are excluded from the computations of diluted net loss per
share if their effect would be antidilutive.
Foreign Currency Translation and Transactions
The Company uses the local currency as the functional currency of its foreign subsidiary and equity method
investment. Accordingly, all assets and liabilities outside the U.S. are translated into U.S. dollars at the rate of exchange
in effect at the balance sheet date. Revenue and expense items are translated at the weighted-average exchange rates
prevailing during the period. Foreign currency translation adjustments are recorded in “Accumulated other comprehensive
loss” in stockholders’ equity.
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
72
Foreign currency transactions occur when there is a transaction denominated in other than the respective entity’s
functional currency. The Company records the changes in the exchange rate for these transactions in its consolidated
statements of operations. For each of the years ended December 31, 2022, 2023 and 2024, foreign exchange transaction
gains and (losses) were immaterial and were included in “Other income, net” in the accompanying consolidated statements
of operations.
Comprehensive Loss
Comprehensive loss is defined as the change in equity (net assets) of a business enterprise during the period from
transactions and other events and circumstances from non-owner sources. The difference between net loss and
comprehensive loss for the years ended December 31, 2022, 2023 and 2024 was comprised of the Company’s foreign
currency translation adjustments and unrealized gains and losses on available-for-sale securities.
Concentration of Credit Risk
Credit is extended to all customers based on financial condition, and collateral is generally not required.
Concentrations of credit risk with respect to trade receivables are limited because of the large number of customers
comprising the Company’s customer base and dispersion across many different industries and geographies. Certain
international customers, however, have historically been slower to pay on trade receivables. Accordingly, the Company
continually monitors collections and payments from its customers and maintains a provision for estimated credit losses
based upon its historical experience and any specific customer collection issues that it has identified. Although credit losses
have historically been within the Company’s expectations and the provisions established, the Company cannot guarantee
that it will continue to experience the same credit loss rates that it has in the past.
Recently Adopted Accounting Pronouncements
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 amendments do not change how
reportable segments are determined. We adopted ASU No. 2023-07 during the year ended December 31, 2024. See
Note 19 “Reportable Segments and Geographic Information” in the accompanying notes to the consolidated financial
statements for further detail.
Recent Accounting Pronouncements Not Yet Adopted
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
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
73
adoption allowed. The Company is evaluating the adoption impact of this ASU on the Company’s consolidated financial
statements and related disclosures.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive
Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This
ASU requires disclosure, in the notes to financial statements, of specific information about certain costs and expenses. The
ASU is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15,
2027, with early adoption allowed. The Company is evaluating the adoption impact of this ASU on the Company’s
consolidated financial statements and related disclosures.
Note 2 —Revenue from Contracts with Customers
Disaggregation of Revenue
The table below presents the Company’s revenue disaggregated by revenue source (in thousands):
Year Ended December 31,
2022
2023
2024
Product revenue:
Volume-related
Fuel sales(1) (3)
$
281,103
$
286,956
$
258,858
Change in fair value of derivative instruments(2)
517
(158)
(131)
RIN Credits
34,635
25,860
39,019
LCFS Credits
12,634
9,885
9,954
AFTC (4)
21,760
20,854
23,817
Total volume-related product revenue
350,649
343,397
331,517
Station construction sales
22,346
26,427
25,192
Total product revenue
372,995
369,824
356,709
Service revenue:
Volume-related, O&M services
45,901
52,660
56,886
Other services
1,268
2,675
2,270
Total service revenue
47,169
55,335
59,156
Total revenue
$
420,164
$
425,159
$
415,865
(1)
Includes non-cash stock-based sales incentive contra-revenue charges associated with the Amazon Warrant for the years ended December 31, 2022,
2023 and 2024 of $24.3 million, $60.6 million and $60.8 million, respectively. See Note 12 for more information.
(2)
Represents changes in fair value of derivative instruments related to the Company’s commodity swap and customer fueling contracts associated
with the Company’s Zero Now truck financing program. The amounts are classified as revenue because the Company’s commodity swap contracts
are used to economically offset the risk associated with the diesel-to-natural gas price spread resulting from customer fueling contracts under the
Company’s Zero Now truck financing program. See Note 1 and Note 6 for more information about these derivative instruments.
(3)
Includes net settlement of the Company’s commodity swap derivative instruments. For the year ended December 31, 2022, 2023 and 2024, net
settlement payments recognized in fuel revenue were $7.8 million, $4.9 million and $2.4 million, respectively
(4)
Represents AFTC. See Note 1 for more information.
Remaining Performance Obligations
Remaining performance obligations represent the transaction price of customer orders for which the work has not
been performed. As of December 31, 2024, the aggregate amount of the transaction price allocated to remaining
performance obligations was $46.4 million, which related to the Company’s station construction sale contracts. The
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
74
Company expects to recognize revenue on the remaining performance obligations under these contracts over the next 12
to 24 months.
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 ‘right to invoice’ practical expedient.
Costs to Fulfill a Contract
The Company capitalizes costs incurred to fulfill its contracts that (1) relate directly to the contract, (2) are expected
to generate resources that will be used to satisfy the Company’s performance obligations under the contract, and (3) are
expected to be recovered through revenue generated under the contract. Contract fulfillment costs are recorded to
depreciation expense as the Company satisfies its performance obligations over the term of the contract. These costs
primarily relate to set-up and other direct installation costs incurred by NG Advantage, LLC (“NG Advantage”) for
equipment that must be installed on customers’ land before NG Advantage is able to deliver CNG to the customer because
the customer does not have direct access to the natural gas pipelines. These costs are classified in “Land, property, and
equipment, net” in the accompanying consolidated balance sheets. As of December 31, 2023 and 2024, these capitalized
costs incurred to fulfill contracts were $8.9 million and $7.8 million, respectively, with accumulated depreciation of
$6.9 million and $6.3 million, respectively, and related depreciation expense of $0.3 million, $0.2 million and $0.5 million
for the years ended December 31, 2022, 2023 and 2024, respectively.
Tourmaline Joint Development
In April 2023, the Company and Tourmaline announced a Joint Development Agreement to build and operate a
network of CNG stations in Western Canada. Costs associated with station construction and profit and loss arising from
station operation are shared 50-50 between the Company and Tourmaline (see Note 1).
The table below presents the financial information of the Joint Development with Tourmaline included in the
consolidated statements of operations (in thousands):
Year Ended December 31,
2023
2024
Revenue
$
322 $
588
Gross profit
98
203
Operating loss
(310) $
(511)
Contract Balances
The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled
receivables (contract assets), and customer advances and deposits (contract liabilities) in the accompanying consolidated
balance sheets. Changes in the contract asset and liability balances during the year ended December 31, 2024, were not
materially affected by any factors outside the normal course of business.
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
75
As of December 31, 2023 and 2024, the Company’s contract balances were as follows (in thousands):
December 31, December 31,
2023
2024
Accounts receivable, net
$
98,426
$
107,683
Contract assets - current
$
7,823
$
2,987
Contract assets - non-current
2,433
1,945
Contract assets - total
$
10,256
$
4,932
Contract liabilities - current
$
4,936
$
6,870
Contract liabilities - non-current
151
76
Contract liabilities - total
$
5,087
$
6,946
Accounts Receivable, Net
“Accounts receivable, net” in the accompanying consolidated balance sheets include billed and accrued amounts that
are currently due from customers. The amounts due are stated at their net estimated realizable value. The Company
maintains an allowance to provide for the estimated amount of receivables that will not be collected. The allowance is
based on an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables,
and economic conditions that may affect a customer’s ability to pay.
Contract Assets
Contract assets include unbilled amounts typically resulting from the Company’s station construction sale contracts,
when the cost-to-cost method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the
customer, and right to payment is not just subject to the passage of time. Amounts may not exceed their net realizable
value. Contract assets are classified as current or noncurrent based on the timing of billings. The current portion is included
in “Other receivables” and in “Prepaid expenses and other current assets” and the noncurrent portion is included in
“Notes receivable and other long-term assets, net” in the accompanying consolidated balance sheets.
Contract Liabilities
Contract liabilities consist of billings in excess of revenue recognized from the Company’s station construction sale
contracts and payments received from customers in advance of the satisfaction of performance obligations and are
classified as current or noncurrent based on when the revenue is expected to be recognized. The current portion and
noncurrent portion of contract liabilities are included in “Deferred revenue” and in “Other long-term liabilities,”
respectively, in the accompanying consolidated balance sheets. Contract liabilities of $4.9 million and $6.9 million were
classified as current as of December 31, 2023 and 2024, respectively, and $0.2 million and $0.1 million was classified as
noncurrent as of December 31, 2023 and 2024, respectively.
Revenue recognized during the year ended December 31, 2023 relating to the Company’s contract liability balances
as of December 31, 2022 was $4.9 million. Changes in the contract liability balances between December 31, 2023 and
2024 were primarily driven by $3.4 million of revenue recognized relating to the Company’s contract liability balances as
of December 31, 2023, partially offset by billings in excess of revenue and advances from customers recognized in 2024.
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
76
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 ADG RNG production facilities in the U.S. Pursuant to
the TotalEnergies JV Agreement, each ADG RNG production facility project will be formed as a separate limited liability
company (“LLC”) that is owned 50-50 by the Company and TotalEnergies, and contributions to such LLCs count toward
the TotalEnergies JV Equity Obligations (as defined below). The TotalEnergies JV Agreement contemplates investing up
to $400.0 million of equity in production projects, and TotalEnergies and the Company each committed to initially provide
$50.0 million (the “TotalEnergies JV Equity Obligations”). In October 2021, TotalEnergies and the Company executed an
LLC agreement (the “DR Development Agreement”) for an ADG RNG production facility project (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. Funds from the capital call will be used to fund required loan reserves and to
paydown outstanding liabilities of the DR JV. On June 28, 2023, the Company contributed $5.5 million and advanced
$5.5 million to the DR JV. In December 2023, the $5.5 million advance was refunded to the Company by the DR JV.
The Company accounts for its interest in the LLC using the equity method of accounting because the Company does
not control but has the ability to exercise significant influence over the LLC’s operations. The Company recorded a loss
of $0.2 million, $2.5 million, and $1.7 million from the LLC’s operations for the years ended December 31, 2022, 2023
and 2024, respectively. The Company had an investment balance of $7.5 million and $5.8 million as of December 31,
2023 and 2024, respectively.
The following table presents the combined summarized financial information of the TotalEnergies joint venture (in
thousands):
Year Ended December 31,
2022
2023
2024
Revenue
$
—
$
1,462
$
4,489
Gross profit
—
173
2,540
Operating loss
(454)
(3,414)
(1,363)
Net loss
$
(454)
$
(4,951)
$
(3,372)
As of December 31,
2023
2024
Current assets
$
13,838
$
2,268
Non-current assets
33,289
32,200
Total assets
$
47,127
$
34,468
Current liabilities
$
2,518
$
2,315
Non-current liabilities
29,595
20,511
Total liabilities
$
32,113
$
22,826
bp Joint Venture
On April 13, 2021, the Company entered into an agreement (the “bp JV Agreement”) with bp that created a 50-50
joint venture (the “bpJV”) to develop, own and operate new ADG RNG production facilities in the U.S.
On December 20, 2023, the bpJV issued a capital call in the amount of $135.9 million. As a result, bp and the Company
each contributed $67.95 million to the bpJV by December 31, 2023. Proceeds of this capital call will be used to develop
ADG RNG projects and to fund bpJV’s working capital needs.
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
77
As of December 31, 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 $2.7 million, $4.4 million, and $13.8 million from this investment for the years ended
December 31, 2022, 2023 and 2024, respectively. The Company had an investment balance in the bpJV of $220.3 million
and $206.5 million as of December 31, 2023 and 2024, respectively. Combined summarized financial information of the
bpJV is as follows (in thousands):
Year Ended December 31,
2022
2023
2024
Revenue
$
—
$
—
$
6,129
Gross profit
—
—
(6,507)
Operating loss
(7,210)
(15,074)
(40,165)
Net loss
(5,485)
(10,241)
(32,268)
Net loss attributable to bpJV
$
(5,426)
$
(9,127)
$ (27,669)
As of December 31,
2023
2024
Current assets
$ 209,973
$ 142,505
Non-current assets
296,240
351,016
Total assets
$ 506,213
$ 493,521
Current liabilities
$
27,706
$
19,132
Non-current liabilities
13,558
41,708
Total liabilities
$
41,264
$
60,840
Equity attributable to shareowners of bpJV
$ 440,613
$ 412,944
Equity attributable to noncontrolling interest
24,336
19,737
Total equity
$ 464,949
$ 432,681
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 will record all the associated income/loss in earnings until a certain rate of return is achieved and
then receive 49% of the income/loss in earnings with Maas receiving 51%. The Company contemplates investing up to
$132.0 million of equity capital in production projects in connection with the Maas joint development. 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. In the year ended December 31, 2024, the Project LLC issued capital calls totaling $32.6 million, which has
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
78
been contributed by the Company. Proceeds of the capital calls will be used to develop and construct ADG RNG projects.
No income or loss was recorded from the Project LLC’s operations for the year ended December 31, 2024. The Company
had an investment balance of $0.0 million and $33.8 million as of December 31, 2023 and 2024, respectively.
SAFE S.p.A
In December 2024, in order to effect a change in corporate form, SAFE&CEC S.r.l. was merged into its wholly owned
subsidiary SAFE S.p.A., with SAFE S.p.A. as the surviving entity. Our rights and ownership in the combined entity were
not impacted. SAFE S.p.A. is focused on manufacturing, selling and servicing natural gas fueling compressors and related
equipment for the global natural gas fueling market. As of December 31, 2024, the Company owns a 49% ownership
interest in SAFE S.p.A. The Company accounts for its interest in SAFE S.p.A. using the equity method of accounting
because the Company does not control but has the ability to exercise significant influence over SAFE S.p.A.’s operations.
The Company recorded losses from this investment of $0.6 million, $1.7 million and $2.2 million for the years ended
December 31, 2022, 2023 and 2024, respectively. The Company had an investment balance in SAFE S.p.A. of
$21.2 million and $17.4 million as of December 31, 2023 and 2024, respectively. Summarized financial information of
SAFE S.p.A. is as follows (in thousands):
Year Ended December 31,
2022
2023
2024
Revenue
$ 110,104
$
97,740
$
89,345
Gross profit
24,902
24,098
26,557
Operating income (loss)
2,513
(562)
(2,714)
Net income (loss)
$
951
$
(2,148)
$
(3,791)
As of December 31,
2023
2024
Current assets
$
79,981
$
59,628
Non-current assets
59,636
54,985
Total assets
$ 139,617
$ 114,613
Current liabilities
$
70,193
$
58,410
Non-current liabilities
20,888
14,667
Total liabilities
$
91,081
$
73,077
Other Equity Method Investments
The Company had investment balances in other equity method investments totaling $1.8 million as of December 31,
2023 and 2024. The Company recorded income (loss) from other equity method investments of $(1.2) million,
$(3.9) million, and $(8.8) million for the years ended December 31, 2022, 2023 and 2024, respectively. The Company
accounts for its interest using the equity method of accounting because the Company does not control but has the ability
to exercise significant influence over the investees’ operations. Combined summarized financial information of the
Company’s other equity method investments is as follows (in thousands):
Year Ended December 31,
2022
2023
2024
Revenue
$
1,217
$
615
$
574
Gross profit
506
327
287
Operating loss
(2,556)
(4,513)
(9,150)
Net loss
$
(2,585)
$
(4,539)
$
(9,173)
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
79
As of December 31,
2023
2024
Current assets
$
1,436
$
1,445
Non-current assets
4,281
811
Total assets
$
5,717
$
2,256
Current liabilities
$
1,231
$
232
Non-current liabilities
6,312
13,023
Total liabilities
$
7,543
$
13,255
NG Advantage
On October 14, 2014, the Company entered into a Common Unit Purchase Agreement (“UPA”) with NG Advantage
for a 53.3% controlling interest in NG Advantage. Subsequently, the Company’s controlling interest increased in
connection with various equity and financing arrangements with NG Advantage. As of December 31, 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.
In connection with the arrangement between NG Advantage and bp for the supply, sale and reservation of a specified
volume of CNG transportation capacity until February 2022, on February 28, 2018, the Company entered into a guaranty
agreement with NG Advantage and bp pursuant to which the Company guaranteed NG Advantage’s payment obligations
to bp in the event of default by NG Advantage under the supply arrangement, in an amount up to an aggregate of
$30.0 million plus related fees which was subsequently reduced to $15.0 million effective June 24, 2020. As initial
consideration for the guaranty agreement, NG Advantage issued to the Company 19,660 common units, which increased
the Company’s controlling interest in NG Advantage from 53.3% to 53.5%.
On October 1, 2018, the Company purchased 1,000,001 common units from NG Advantage for an aggregate cash
purchase price of $5.0 million. This purchase increased Clean Energy’s controlling interest in NG Advantage from 53.5%
to 61.7%.
In each month from November 2018 through February 2019, the Company was issued 100,000 additional common
units of NG Advantage, for a total of 400,000 common units, pursuant to the guaranty agreement entered in February 2018.
The issuance of 400,000 additional common units increased the Company’s controlling interest in NG Advantage to
64.6%.
During the year ended December 31, 2019, the Company agreed to lend NG Advantage up to $26.7 million under a
series of promissory notes that were incorporated into a delayed draw convertible promissory note (the “November 2019
Convertible Note”). In connection with the promissory notes between NG Advantage and the Company, NG Advantage
issued to the Company warrants to purchase 2,086,879 common units. On February 6, 2020, the Company converted the
outstanding principal and accrued interest under the November 2019 Convertible Note into common units of NG
Advantage, resulting in an increase in the Company’s controlling interest in NG Advantage from 64.6% to 93.2%.
On February 29, 2020, NG Advantage issued to the Company 283,019 common units of NG Advantage pursuant to
the guaranty agreement entered into in February 2018, increasing the Company’s controlling interest in NG Advantage to
93.3%. On February 28, 2022, the supply arrangement between NG Advantage and bp expired. As a result, the Company’s
obligations under the guaranty agreement entered into in February 2018 were fully released. As of December 31, 2023,
the Company’s controlling interest in NG Advantage remained at 93.3%.
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
80
For the year ended December 31, 2022, NG Advantage borrowed $29.1 million from the Company under a series of
advance agreements. There were no borrowings by NG Advantage in the years ended December 31, 2023 and 2024,
respectively. As of December 31, 2023 and 2024, NG advantage had a total outstanding principal balance of $47.5 million,
plus accrued and unpaid interest under the advance agreements. These intercompany transactions have been eliminated in
consolidation.
The Company recorded a loss attributable to the noncontrolling interest in NG Advantage of $0.9 million, $0.6 million,
and $0.6 million for the years ended December 31, 2022, 2023 and 2024, respectively. The noncontrolling interest was
$6.9 million and $6.3 million as of December 31, 2023 and 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. The Company reviews the carrying value of its cost method
investments for impairment at each reporting period, to identify whenever events or changes in circumstances indicate that
the investment amount may not be recoverable. As a result of the investees’ deteriorating financial results in late 2024,
including continuing losses and operating cash outflows, the Company concluded that its investments are impaired as of
December 31, 2024 and recognized an impairment loss of $8.1 million. As of December 31, 2023 and 2024, the Company
had an investment balance recorded at cost of $8.0 million and $0.0 million, respectively.
Note 4 —Cash, Cash Equivalents and Restricted Cash
Cash, cash equivalents and restricted cash as of December 31, 2023 and 2024 consisted of the following (in
thousands):
December 31, December 31,
2023
2024
Current assets:
Cash and cash equivalents
$
104,944
$
89,512
Restricted cash - standby letter of credit
2,019
2,050
Total cash, cash equivalents and current portion of restricted cash
$
106,963
$
91,562
The Company considers all highly liquid investments with maturities of three months or less on the date of acquisition
to be cash equivalents, except for U.S. government securities.
The Company places its cash and cash equivalents with high credit quality financial institutions. At times, such
investments may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) and Canadian Deposit Insurance
Corporation (“CDIC”) limits. Financial instruments that potentially subject the Company to concentrations of credit risk
consist principally of cash deposits. The amounts in excess of FDIC and CDIC limits were approximately $105.6 million
and $91.3 million as of December 31, 2023 and 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 and $2.1 million certificate of deposit is classified as short-term restricted cash and a current
asset and is included in “Cash, cash equivalents and current portion of restricted cash” in the accompanying consolidated
balance sheets as of December 31, 2023 and 2024, respectively.
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
81
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
December 31, 2024, the Company has not recorded a credit loss related to available-for-sale debt securities and believes
the carrying values for its available-for-sale debt securities are properly recorded.
Short-term investments as of December 31, 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 December 31, 2024 consisted of the following (in thousands):
Gross
Amortized
Unrealized
Estimated
Cost
Gain (Loss)
Fair Value
U.S. government securities
$ 127,413 $
16 $ 127,429
Certificates of deposit
541
—
541
Total short-term investments
$ 127,954 $
16 $ 127,970
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 that participate in the Zero Now
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 consolidated statements of
operations.
The Company has entered into fueling agreements with fleet operators under the Zero Now 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 consolidated statements of operations.
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
82
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
Commodity swaps and embedded derivatives as of December 31, 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
$
1,546 $
— $
1,546
Notes receivable and other long-term assets, net
1,075
—
1,075
Total derivative assets
$
2,621 $
— $
2,621
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. There was no volume on open commodity swap contracts as
of December 31, 2024 as the contracts ended June 30, 2024.
The following table reflects the weighted-average price of open commodity swap contracts as of December 31, 2023
and 2024, by year with associated volumes:
December 31, 2023
December 31, 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
— $
—
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 market participants would use in valuing the
asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs
are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or
liability developed based upon the best information available in the circumstances. The hierarchy consists of the following
three levels: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs
include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or
liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability,
either directly or indirectly; Level 3 inputs are unobservable inputs for the asset or liability. Categorization within the
valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
83
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 are classified within Level 2
because they are valued using the most recent quoted prices for identical assets in markets that are not active and quoted
prices for similar assets in active markets.
The Company used the income approach to value its outstanding commodity swap contracts and embedded derivatives
in its fueling agreements under the Zero Now 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 or 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 Zero Now truck
financing program based on the following inputs as of December 31, 2023 and 2024:
December 31, 2023
December 31, 2024
Significant Unobservable Inputs
Input Range Weighted Average Input Range Weighted Average
ULSD Gulf Coast Forward Curve
$1.97 - $2.27 $
2.15
$ 2.06 - $ 2.14 $
2.10
Historical Differential to PADD 3 Diesel
$0.92 - $1.62 $
1.16
$ 0.73 - $ 1.62 $
1.18
Historical Differential to PADD 5 Diesel
$1.89 - $3.16 $
2.48
$ 2.16 - $ 3.16 $
2.59
Convertible Promissory Note
In connection with the Company’s loan commitment (See Note 14) to Rimere, LLC (“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.
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
84
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 2024:
Significant Unobservable Inputs
December 31, 2023 December 31, 2024
Risk-free interest rate
5.39%
4.24%
Credit adjustment
5.31%
4.64%
Credit adjusted discount rate
10.70%
8.88%
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 December 31, 2024:
Significant Unobservable Inputs
December 31, 2024
Risk-free interest rate
4.31%
Credit adjustment
8.64%
Credit adjusted discount rate
12.95%
The above significant unobservable inputs are subject to change based on changes in economic and market conditions.
The use of significant unobservable inputs creates uncertainty in the measurement of fair value as of the reporting date.
Significant increase or decrease in any of those inputs in isolation would result in a significantly lower or higher fair value
measurement. Generally, a change in market interest rates is accompanied by a directionally opposite change in the
estimated fair value of fixed-rate debt securities. The Company records changes in the fair value of available-for-sale debt
securities in “Unrealized gain (loss) on available-for-sale securities” within other comprehensive income (loss) in the
accompanying consolidated statements of comprehensive loss. In addition, because the Company has reduced its equity
method investment in the investee to zero but has other investment in the investee such as the convertible promissory note,
the remeasurement to fair value is applied to the convertible promissory note’s adjusted carrying balance after the
recognition of equity method losses, which is calculated based on the Company’s percentage ownership interest in such
other investment.
There were no transfers of assets or liabilities between Level 1, Level 2, and Level 3 of the fair value hierarchy as of
December 31, 2023 or 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 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
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
85
December 31, 2024
Level 1
Level 2
Level 3
Assets:
Available-for-sale securities:
U.S. government securities(1)
$
127,429 $ 127,429 $
— $
—
Convertible promissory notes(4)
2,372
—
—
2,372
Certificates of deposit (1)
541
—
541
—
Embedded derivatives (3)
$
2,621 $
— $
— $
2,621
(1)
Included in “Short-term investments” in the accompanying consolidated balance sheets. See Note 5 for more information.
(2)
Included in “Derivative liabilities, related party” and “Long-term portion of derivative liabilities, related party” as of December 31, 2023 and in
“Derivative liabilities, related party” as of December 31, 2024 in the accompanying 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 2024
in the accompanying consolidated balance sheets. See Note 6 for more information.
(4)
Included in “Notes receivable – related party” as of December 31, 2023 and 2024 in the accompanying consolidated balance sheets.
The following table provides a reconciliation of the beginning and ending balances of items measured at fair value on
a recurring basis as shown in the tables above that used significant unobservable inputs (Level 3), as well as the change in
unrealized gains or losses for the periods included in earnings or other comprehensive income (loss) (in thousands):
Assets:
Assets:
Liabilities:
Embedded
Convertible
Commodity
Derivatives
Promissory Notes Swap Contracts
Balance as of December 31, 2022
$
6,755
$
1,880
$
(3,845)
Settlements, net
—
—
4,858
Total gain (loss)
(2,127)
103
(2,888)
Purchases
—
3,822
—
Equity method investment loss(1)
—
(3,475)
—
Balance as of December 31, 2023
$
4,628
$
2,330
$
(1,875)
Balance as of December 31, 2023
$
4,628
$
2,330
$
(1,875)
Settlements, net
—
—
2,366
Total gain (loss)
(2,007)
230
(491)
Purchases
—
8,666
—
Equity method investment loss(1)
—
(8,854)
—
Balance as of December 31, 2024
$
2,621
$
2,372
$
—
Change in unrealized gain (loss) for the year ended December 31,
2023 included in earnings
$
(2,127)
$
—
$
1,970
Change in unrealized gain (loss) for the year ended December 31,
2024 included in earnings
$
(2,007)
$
—
$
1,875
Change in unrealized gain (loss) for the year ended December 31,
2023 included in other comprehensive income (loss)
$
—
$
103
$
—
Change in unrealized gain (loss) for the year ended December 31,
2024 included in other comprehensive income (loss)
$
—
$
230
$
—
(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.
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
86
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 December 31, 2024 consisted of the following (in thousands):
Net Carrying
Estimated
Amounts
Fair Value
Stonepeak Term Loan
$
265,173 $
260,123
Other Debt
194
194
Total Debt
$
265,367 $
260,317
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 11 for more information about the Company’s debt instruments.
Note 8 —Other Receivables
Other receivables as of December 31, 2023 and 2024 consisted of the following (in thousands):
December 31, December 31,
2023
2024
Loans to customers to finance vehicle purchases
$
194 $
81
Accrued customer billings
5,566
1,929
Fuel tax credits
8,876
10,751
Other
2,804
1,869
Total other receivables
$
17,440 $
14,630
Note 9 —Land, Property and Equipment
Land, property and equipment, net as of December 31, 2023 and 2024 consisted of the following (in thousands):
December 31, December 31,
2023
2024
Land
$
7,397 $
19,193
LNG liquefaction plants
96,786
96,812
Station equipment
418,647
468,983
Trailers
70,542
70,363
Other equipment
105,137
107,475
Construction in progress
125,389
134,057
823,898
896,883
Less accumulated depreciation
(492,140)
(531,564)
Total land, property and equipment, net
$
331,758 $
365,319
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
87
Included in “Land, property and equipment, net” are capitalized software costs of $36.8 million and $38.5 million as
of December 31, 2023 and 2024, respectively. Accumulated amortization of the capitalized software costs are
$34.0 million and $35.8 million as of December 31, 2023 and 2024, respectively.
The Company recorded amortization expense related to the capitalized software costs of $1.7 million, $1.9 million
and $1.8 million for the years ended December 31, 2022, 2023 and 2024, respectively.
As of December 31, 2023 and 2024, $10.2 million and $9.0 million, respectively, are included in “Accounts payable”
and “Accrued liabilities” in the accompanying consolidated balance sheets, representing amounts related to purchases of
property and equipment. These amounts are excluded from the accompanying consolidated statements of cash flows as
they are non-cash investing activities.
Note 10 —Accrued Liabilities
Accrued liabilities as of December 31, 2023 and 2024 consisted of the following (in thousands):
December 31,
December 31,
2023
2024
Accrued alternative fuels incentives (1)
$
41,609 $
42,565
Accrued employee benefits
5,315
5,271
Accrued gas and equipment purchases
17,485
17,764
Accrued interest
1,451
1,451
Accrued property and other taxes
4,502
5,628
Accrued salaries and wages
8,697
11,902
Other (2)
12,475
20,982
Total accrued liabilities
$
91,534 $
105,563
(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.
Note 11 —Debt
Debt obligations as of December 31, 2023 and 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
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
88
December 31, 2024
Unamortized Debt Balance, Net of
Principal Balance
Financing Costs Financing Costs
Stonepeak Term Loan
$
300,000 $
34,827 $
265,173
Other debt
194
—
194
Total debt
300,194
34,827
265,367
Less amounts due within one year
(40)
—
(40)
Total long-term debt
$
300,154 $
34,827 $
265,327
The following is a summary of the aggregate maturities of debt obligations for each of the annual periods subsequent
to December 31, 2024 (in thousands):
2025
2026
2027
2028
2029
Thereafter
Total
Stonepeak Term Loan
$
— $
— $
— $
— $ 300,000 $
— $ 300,000
Other Debt
40
53
60
41
—
—
194
Total
$
40 $
53 $
60 $
41 $ 300,000 $
— $ 300,194
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 subsidiary of the Company as a borrower (the “Borrower”), the Company as parent guarantor, a
syndicate of lenders including certain affiliates of Stonepeak Partners LP (“Stonepeak Partners”), 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,
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
89
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”), an affiliate of Stonepeak Partners, 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 12). Further,
in connection with the funding of the Senior Term Loan pursuant to the Stonepeak Credit Agreement, the Company
recognized $39.3 million in debt discount and issuance costs, which consisted of $31.8 million of debt discount attributed
to the Stonepeak Warrant, $6.1 million of original issue discount and direct lender fees, and $1.4 million of debt issuance
costs.
Riverstone Credit Agreement
On December 22, 2022 (the “Riverstone Closing Date”), the Company entered into a senior secured first lien term
loan credit agreement (the “Riverstone Credit Agreement”) with a syndicate of lenders and Riverstone Credit Management
LLC, as administrative agent and collateral agent. Pursuant to the Riverstone Credit Agreement, the lenders made a
$150,000,000 sustainability-linked senior secured term loan (the “Sustainability-Linked Term Loan”) to the Company, a
transaction aligned with the five pillars of the Loan Syndications and Trading Association’s sustainability-linked loan
principles.
On December 12, 2023, concurrent with the execution of the Stonepeak Credit Agreement, the Company repaid the
$150.0 million outstanding principal balance of the Sustainability-Linked Term Loan and related accrued and unpaid
interest. Upon such payment, the Riverstone Credit Agreement, dated as of December 22, 2022, was terminated. In
connection with the extinguishment of the Sustainability-Linked Term Loan pursuant to the Riverstone Credit Agreement,
the Company recognized $5.4 million of debt extinguishment loss, which was included in “Interest expense” in the
accompanying consolidated statements of operations for the year ended December 31, 2023.
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
90
Note 12 —Stockholders’ Equity
Authorized Shares
The Company’s certificate of incorporation authorizes the issuance of two classes of capital stock designated as
common stock and preferred stock, each having $0.0001 par value per share. On June 14, 2021, the Company’s
stockholders approved an increase in the number of shares of Common Stock the Company is authorized to issue from
304,000,000 to 454,000,000. As of December 31, 2024, the Company is authorized to issue 455,000,000 shares, of which
454,000,000 shares of capital stock are designated common stock and 1,000,000 shares are designated preferred stock.
Dividend Provisions
The Company did not declare or pay any dividends during the years ended December 31, 2022, 2023 and 2024.
Voting Rights
Each holder of common stock has the right to one vote per share owned on matters presented for stockholder action.
TotalEnergies Private Placement
On May 9, 2018, the Company entered into a stock purchase agreement (the “Purchase Agreement”) with
TotalEnergies Marketing Services, S.E. (“TMS”), a wholly owned subsidiary of TotalEnergies. Pursuant to the Purchase
Agreement, the Company agreed to sell and issue, and TMS agreed to purchase, up to 50,856,296 shares of the Company’s
common stock at a purchase price of $1.64 per share, all in a private placement (the “TotalEnergies Private Placement”).
The purchase price per share was determined based on the volume-weighted average price for the Company’s common
stock between March 23, 2018 (the day on which discussions began between the Company and TotalEnergies) and May 3,
2018 (the day on which the Company agreed in principle with TotalEnergies regarding the structure and basic terms of its
investment). As of the date of the Purchase Agreement, TotalEnergies did not hold or otherwise beneficially own any
shares of the Company’s common stock, and TotalEnergies has agreed, until the later of May 9, 2020 or such date when
it ceases to hold more than 5.0% of the Company’s common stock then outstanding, among other similar undertakings and
subject to customary conditions and exceptions, to not purchase shares of the Company’s common stock or otherwise
pursue transactions that would result in TotalEnergies beneficially owning more than 30.0% of the Company’s equity
securities without the approval of the Company’s board of directors.
On June 13, 2018, the Company and TMS closed the TotalEnergies Private Placement, in which: (1) the Company
issued to TMS all of the 50,856,296 shares of its common stock issuable under the Purchase Agreement, resulting in
TotalEnergies beneficially holding approximately 25.0% of the outstanding shares of the Company’s common stock and
the largest ownership position of the Company as of September 30, 2018; (2) TotalEnergies paid to the Company an
aggregate of $83.4 million in gross proceeds, which the Company has used and expects to continue to use for working
capital and general corporate purposes, which may include executing its business plans, pursuing opportunities for further
growth, and retiring a portion of its outstanding indebtedness; and (3) the Company and TotalEnergies entered into a
registration rights agreement, described below. In connection with the issuance of common stock, the Company incurred
transaction fees of $1.9 million.
Pursuant to the Purchase Agreement, the Company and TotalEnergies also entered into a registration rights agreement
on June 13, 2018, upon the closing under the Purchase Agreement. Pursuant to the registration rights agreement, the
Company filed a registration statement with the Securities and Exchange Commission to cover the resale of the shares
issued and sold under the Purchase Agreement, which was declared effective on August 16, 2018, and is obligated to use
its commercially reasonable efforts to maintain the effectiveness of such registration statement until all such shares are
sold or may be sold without restriction under Rule 144 under the Securities Act of 1933, as amended. As of December 31,
2024, the Company was in compliance with all of its registration covenants set forth in the registration rights agreement.
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
91
At-The-Market Offerings
On May 10, 2021, the Company entered into an equity distribution agreement with Goldman Sachs & Co. LLC, as
sales agent, to sell shares of the Company’s common stock having an aggregate offering price of up to $100.0 million in
an at-the-market offering program (the “May ATM Program”). Through June 3, 2021, the Company sold 12,362,237
shares of common stock under the May ATM Program, which exhausted the May ATM Program. On June 7, 2021, the
Company entered into a new equity distribution agreement with Goldman Sachs & Co. LLC, as sales agent, to sell
additional shares of common stock having an aggregate offering price of up to $100.0 million in a new at-the-market
offering program (the “June ATM Program” and, together with the May ATM Program, the “ATM Programs”). On June 8,
2021, the Company sold 10,473,946 shares of common stock under the June ATM Program which exhausted the
June ATM Program.
For the year ended December 31, 2021, the Company issued 22,836,183 shares of common stock under the ATM
Programs for gross proceeds of $200.0 million, and incurred transaction costs of $6.5 million, including $6.0 million in
commissions paid to Goldman Sachs & Co. LLC.
Share Repurchase Program
On March 12, 2020, the Company’s Board of Directors approved a share repurchase program of up to $30.0 million
(exclusive of fees and commissions) of the Company’s outstanding common stock (the “Repurchase Program”). On
December 7, 2021, the Company’s Board of Directors approved an increase in the aggregate purchase amount under the
Repurchase Program from $30.0 million to $50.0 million (exclusive of fees and commissions). The Repurchase Program
does not have an expiration date, and it may be suspended or discontinued at any time. During the year ended December 31,
2024, there were no repurchases of the Company’s common stock under the Repurchase Program. As of December 31,
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. Any share repurchases under the Repurchase Program will require
consent from the Company’s creditor, Stonepeak Partners LP, to remain in compliance with covenants under the Credit
Agreement. See Note 11 – Debt for details on the customary representations and warranties, and covenants associated with
the Credit Agreement.
Stock-Based Compensation
The following table summarizes the compensation expense and related income tax benefit related to the Company’s
stock-based compensation arrangements recognized in the accompanying consolidated statements of operations during the
periods presented (in thousands):
Year Ended December 31,
2022
2023
2024
Stock-based compensation expense, net of $0 tax in 2022, 2023 and 2024
$
26,473 $
23,336 $
10,803
Equity Incentive Plans
In December 2006, the Company adopted its 2006 Equity Incentive Plan (“2006 Plan”), which became effective on
May 24, 2007, the date the Company completed its initial public offering of common stock.
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
92
In May 2016, the Company adopted its 2016 Performance Incentive Plan (“2016 Plan”), which became effective on
May 26, 2016, the date of approval of the 2016 Plan by the Company’s stockholders. The 2006 Plan became unavailable
for new awards upon the effectiveness of the 2016 Plan. Unissued awards under the 2006 Plan are not available for future
grant under the 2016 Plan. If any outstanding award under the 2006 Plan expires or is canceled, the shares allocable to the
unexercised portion of that award will be added to the share reserve under the 2016 Plan and will be available for grant
under the 2016 Plan.
In May 2020, the Company adopted its Amended and Restated 2016 Performance Incentive Plan (“Amended 2016
Plan”), which increased the aggregate number of shares of the Company’s common stock to be delivered pursuant to all
awards granted under the 2016 Performance Incentive Plan by an additional 17,500,000 shares, and became effective on
May 15, 2020, the date of approval of the Amended 2016 Plan by the Company’s stockholders.
In May 2024, the Company adopted its 2024 Performance Incentive Plan (“2024 Plan”), which became effective on
May 20, 2024, the date of approval of the 2024 Plan by the Company’s stockholders. The 2016 Plan became unavailable
for new awards upon the effectiveness of the 2024 Plan. Unissued awards under the 2016 Plan will be added to the share
reserve under the 2024 Plan and will be available for grant under the 2024 Plan. If any outstanding award under the 2006
or 2016 Plan expires or is canceled, the shares allocable to the unexercised portion of that award will be added to the share
reserve under the 2024 Plan and will be available for grant under the 2024 Plan. As of December 31, 2024, the Company
had 5,070,074 shares available for future grant under the 2024 Plan.
Service-Based Stock Options
The Company has granted service-based stock options to key employees that vest annually over the three years
following the date of grant at a rate of 34%, 33% and 33%, respectively, if the holder is in service to the Company at each
vesting date. The service-based stock options granted have contractual terms of 10 years, and exercise price for the options
granted is equal to the closing market price of the Company’s common stock on the date of grant. The stock options are
subject to the terms and conditions of the 2006, 2016 and 2024 Plans and a Notice of Grant of Stock Option and Stock
Option Agreement.
The following table summarizes the Company’s service-based stock option activities for the year ended December 31,
2024:
Weighted
Average
Weighted
Remaining
Aggregate
Average
Contractual
Intrinsic
Number of
Exercise
Term
Value
Shares
Price
(in years) (in thousands)
Options outstanding as of December 31, 2023
12,560,577 $
5.68
Granted
3,216,932 $
2.83
Exercised
(35,911) $
1.71
Forfeited or expired
(825,986) $
7.40
Options outstanding as of December 31, 2024
14,915,612 $
4.98
6.56 $
1,215
Options exercisable as of December 31, 2024
9,879,896 $
5.69
5.42 $
1,213
Options vested and expected to vest as of December 31, 2024
14,915,612 $
4.98
6.56 $
1,215
As of December 31, 2024, there was $8.1 million of total unrecognized compensation cost related to unvested shares
subject to outstanding service-based stock options. That cost is expected to be expensed over a remaining weighted average
period of approximately 1.6 years. The total fair value of options vested during the year ended December 31, 2024 was
$11.7 million.
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
93
The fair value of each service-based stock option granted was estimated as of the date of grant using the Black-Scholes
option pricing model and using the following assumptions:
Year Ended December 31,
2022
2023
2024
Dividend yield
0.0%
0.0%
0.0%
Expected volatility
73.7% to 76.9%
75.2% to 76.6%
76.5% to 76.9%
Risk-free interest rate
1.52% to 4.34%
3.68% to 4.73%
4.18% to 4.39%
Expected life in years
5.6 to 5.9
5.9 to 6.2
6.1 to 6.2
The volatility amounts used were estimated based on the historical volatility of the Company’s common stock over a
term equal to the estimated life of the options. The expected lives used were based on historical exercise experience and
the Company’s anticipated exercise periods for its outstanding stock options. The risk-free interest rates used were based
on the U.S. Treasury yield curve with terms approximating the expected life of the stock options at the time of grant.
The weighted-average grant date fair value per share of service-based stock options granted during the years ended
December 31, 2022, 2023 and 2024 were $4.40, $3.30, and $1.98, respectively. The aggregate intrinsic value of
service - based options exercised during the years ended December 31, 2022, 2023 and 2024 were $1.3 million,
$0.2 million, and $0.1 million, respectively. The Company recorded $11.9 million, $11.7 million, and $8.7 million of stock
option expense relating to service-based stock options for the years ended December 31, 2022, 2023 and 2024,
respectively. The Company has not recorded any tax benefit related to its service-based stock option expense.
Performance-Based Stock Options
The Company granted 1,640,000 performance-based stock options to certain executives and key employees in 2021.
The options granted vest in multiple tranches in which the vesting of each tranche is contingent upon securing a defined
RNG production volume following the date of grant, if the holder is in service to the Company upon the achievement of
such performance hurdles. The performance-based stock options have contractual terms of 10 years, and the exercise price
for the options granted is equal to the closing market price of the Company’s common stock on the date of grant. The stock
options are subject to the terms and conditions of the 2016 Plan and a Notice of Grant of Stock Option and Stock Option
Agreement.
The following table summarizes the Company’s performance-based stock option activities for the year ended
December 31, 2024:
Weighted
Average
Weighted
Remaining
Aggregate
Average
Contractual
Intrinsic
Number of
Exercise
Term
Value
Shares
Price
(in years) (in thousands)
Options outstanding as of December 31, 2023
1,615,000 $
6.77
Granted
— $
—
Exercised
— $
—
Forfeited or expired
(25,000) $
6.77
Options outstanding as of December 31, 2024
1,590,000 $
6.77
6.94 $
—
Options vested and exercisable as of December 31, 2024
397,500 $
6.77
6.94 $
—
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
94
As of December 31, 2024, there was $3.9 million of total unrecognized compensation cost related to unvested shares
subject to outstanding performance-based stock options. Compensation cost for the performance-based stock options is
recognized when attainment of the performance hurdles is determined to be probable and over a period in which the
Company estimates the performance hurdles will be achieved. No shares subject to outstanding performance-based stock
options vested in the year ended December 31, 2024; as such, the total fair value of options vested during the year ended
December 31, 2024 was $0.0 million.
The fair value of each performance-based stock option granted was estimated as of the date of grant using the
Black - Scholes option pricing model and using the following assumptions:
December 7, 2021
Dividend yield
0.0%
Expected volatility
77.1%
Risk-free interest rate
1.36%
Expected life in years
6.2
The volatility amount used was estimated based on (i) the historical volatility of the Company’s common stock over
a term equal to the estimated life of the options and on (ii) implied volatility of the Company’s traded options. The expected
life used was based on historical exercise experience and the Company’s anticipated exercise period for its outstanding
performance-based stock options. The risk-free interest rate used was based on the U.S. Treasury yield curve with terms
approximating the expected life of the stock options at the time of grant.
The weighted-average grant date fair value per share of performance-based stock options granted during the year
ended December 31, 2021 was $4.58. No performance-based stock options were granted during the years ended
December 31, 2022, 2023 and 2024. In addition, there were no performance-based stock options exercised during the years
ended December 31, 2022, 2023 and 2024. The Company recognizes the grant date fair value of the options that are
probable of being earned over the estimated performance period. Compensation cost relating to performance-based stock
options was $2.0 million, $0.4 million, and $0.0 million for the years ended December 31, 2022, 2023 and 2024,
respectively. The Company has not recorded any tax benefit related to its performance-based stock option expense.
Market-Based Stock Options
The Company granted 3,700,000 market-based stock options to select executives and employees in 2021.
Market - based stock options vest if (i) the closing price of the Company’s common stock equals or exceeds $14.00 for
twenty consecutive trading days, representing 207% of the closing market price of the Company’s common stock on the
option grant date (the “Stock Price Condition”) and (ii) the holder is employed by the Company at the time the Stock Price
Condition is satisfied. The market-based stock options have contractual terms of 10 years, and the exercise price for the
options granted is equal to the closing market price of the Company’s common stock on the date of grant. The stock options
are subject to the terms and conditions of the 2016 Plan and a Notice of Grant of Stock Option and Stock Option
Agreement.
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
95
The following table summarizes the Company’s market-based stock option activities for the year ended December 31,
2024:
Weighted
Average
Weighted
Remaining
Aggregate
Average
Contractual
Intrinsic
Number of
Exercise
Term
Value
Shares
Price
(in years) (in thousands)
Options outstanding as of December 31, 2023
3,650,000 $
6.77
Granted
— $
—
Exercised
— $
—
Forfeited or expired
— $
6.77
Options outstanding as of December 31, 2024
3,650,000 $
6.77
6.94 $
—
Options vested and exercisable as of December 31, 2024
— $
—
— $
—
As of December 31, 2024, there was no unrecognized compensation cost related to unvested shares subject to
outstanding market-based stock options. That cost was fully expensed and recognized over the estimated derived service
period of 2 years beginning on the date of grant. The Stock Price Condition was not met during the year ended
December 31, 2024; as such, no vesting occurred.
The fair value of each market-based stock option granted was estimated on the date of grant using the Monte Carlo
simulation model. The Monte Carlo simulation method is subject to variability as certain assumptions must be made,
including the derived service period, which is estimated based on likely future stock price performance and volatility of
the Company’s common stock price. The fair value of each market-based stock option granted was estimated using the
following assumptions:
December 7, 2021
Dividend yield
0.0%
Expected volatility
67.8%
Risk-free interest rate
1.5%
Expected life in years
10.0
The volatility amount used was based on the historical volatility of the Company’s common stock over a term equal
to the estimated life of the options. The risk-free interest rate used was based on the U.S. Treasury yield curve with terms
approximating the expected life of the stock options at the time of grant. The expected life used was based on the
Company’s anticipated exercise period for its outstanding market-based stock options as the simulation was run from the
valuation date through the end of the contractual life of the options using weekly time steps.
The weighted-average grant date fair value per share of market-based stock options granted during the year ended
December 31, 2021 was $4.87. No market-based stock options were granted during the years ended December 31, 2022,
2023 and 2024. In addition, there were no market-based stock options exercised during the years ended December 31,
2022, 2023 and 2024. The Company recorded $9.4 million, $8.2 million, and $0.0 million of compensation cost relating
to market-based stock options during the years ended December 31, 2022, 2023 and 2024, respectively. The Company has
not recorded any tax benefit related to its market-based stock option expense.
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
96
Service-Based Restricted Stock Units
The Company has granted service-based restricted stock units (“Service-Based RSUs”) to key employees that vest
annually over the three years following the date of grant at a rate of 34%, 33% and 33%, respectively, if the holder is in
service to the Company at each vesting date. The Service-Based RSUs are subject to the terms and conditions of the 2016
and 2024 Plan and a Notice of Grant of Restricted Stock Unit and Restricted Stock Unit Agreement.
The following table summarizes the Company’s Service-Based RSU activities for the year ended December 31, 2024:
Weighted
Average
Number of
Fair Value at
Shares
Grant Date
RSU outstanding and unvested as of December 31, 2023
399,709 $
8.10
Granted
1,889,502 $
2.83
Vested
(347,482) $
8.64
Forfeited or expired
(13,129) $
4.57
RSU outstanding and unvested as of December 31, 2024
1,928,600 $
2.86
The weighted average grant-date fair value of RSUs granted during the years ended December 31, 2022, 2023 and
2024 was $6.41, $4.19 and $2.83, respectively.
As of December 31, 2024, there was $3.9 million of total unrecognized compensation cost related to unvested shares
subject to outstanding Service-Based RSUs. That cost is expected to be expensed over a remaining weighted-average
period of approximately 2.0 years.
The Company recorded $3.1 million, $3.0 million, and $2.0 million of expense during the years ended December 31,
2022, 2023 and 2024, respectively, related to the Service-Based RSUs. The Company has not recorded any tax benefit
related to its Service-Based RSU expense.
Employee Stock Purchase Plan
On May 7, 2013, the Company adopted an employee stock purchase plan (the “2013 ESPP”), pursuant to which
eligible employees may purchase shares of the Company’s common stock at 85% of the fair market value of the common
stock on the last trading day of two consecutive, non-concurrent offering periods each year. The Company has reserved
2,500,000 shares of its common stock for issuance under the 2013 ESPP, and the first offering period under the ESPP
commenced on September 1, 2013. At the Company’s annual meeting of stockholders held on May 19, 2022, the
Company’s stockholders voted and approved the 2022 Employee Stock Purchase Plan (the “2022 ESPP”), making
2,500,000 shares of the Company’s common stock available for issuance under the 2022 ESPP. Upon approval of the 2022
ESPP, the 2013 ESPP was terminated following the conclusion of the offering period dated June 30, 2022. The 2022 ESPP
does not have a “pour over” feature; as such, any unissued shares under the 2013 ESPP are no longer available for issuance
under the 2022 ESPP.
The Company recorded $0.1 million, $0.1 million, and $0.1 million of expense for the years ended December 31,
2022, 2023 and 2024, respectively, related to the Company’s ESPPs. The Company has not recorded any tax benefit related
to its ESPP expense. As of December 31, 2024, the Company had issued an aggregate of 337,190 shares pursuant to the
2022 ESPP.
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
97
Amazon Warrant
On April 16, 2021, the Company entered into a Project Addendum to Fuel Pricing Agreement (“Fuel Agreement”)
with Amazon Logistics, Inc., a subsidiary of Amazon.com, Inc. (“Amazon”), and a Transaction Agreement with Amazon
(the “Transaction Agreement”), pursuant to which, among other things, the Company issued to Amazon.com NV
Investment Holdings LLC, a subsidiary of Amazon (“Amazon Holdings”), a warrant to purchase up to an aggregate of
53,141,755 shares (the “Warrant Shares”) of the Company’s common stock at an exercise price of $13.49 per share, which
was a 21.3% premium to the $11.12 closing price of the common stock on April 15, 2021.
The Warrant Shares vest in multiple tranches, the first of which for 13,283,445 Warrant Shares vested upon execution
of the Fuel Agreement. Subsequent tranches will vest over time based on fuel purchases by Amazon and its affiliates, up
to a total of $500.0 million, excluding any payments attributable to “Pass Through Costs,” which consist of all costs
associated with the delivered cost of gas and applicable taxes determined by reference to the selling price of gallons or gas
sold.
Under the Transaction Agreement, the Company was required to use commercially reasonable efforts to obtain the
approval of its stockholders with respect to the issuance of Warrant Shares in excess of 50,595,531 shares of common
stock, pursuant to The Nasdaq Stock Market LLC’s Listing Rule 5635(b) (the “Stockholder Approval”). On June 14, 2021,
the Company obtained Stockholder Approval.
As a result of the issuance of additional shares of common stock under the ATM Programs and in accordance with
the terms of the warrant, on June 14, 2021, the number of shares of the Company’s common stock that may be purchased
pursuant to the warrant, at an exercise price of $13.49 per share, increased by an aggregate of 5,625,959 shares (the
“Additional Warrant Shares”). The Additional Warrant Shares vest in multiple tranches, the first of which for 1,406,490
Additional Warrant Shares vested on June 14, 2021. Subsequent tranches of the Additional Warrant Shares will vest over
time based on fuel purchases by Amazon and its affiliates, consistent with the vesting schedule for the Warrant Shares as
described above. The right to exercise the warrants and receive the Warrant Shares and Additional Warrant Shares (the
“Amazon Warrant”) that have vested expires April 16, 2031.
Amazon Holdings may not exercise the Amazon Warrant to the extent such exercise would cause Amazon Holdings
to beneficially own more than 4.999% of the number of shares of Common Stock outstanding immediately after giving
effect to such exercise (excluding any unvested portion of the Amazon Warrant) (the “Beneficial Ownership Limitation”).
Amazon Holdings may, however, waive or modify the Beneficial Ownership Limitation by providing written notice to the
Company sixty-one (61) days before such waiver or modification becomes effective (or immediately upon written notice
to the Company to the extent the Company is subject to certain acquisition transactions pursuant to a tender or exchange
offer).
Non-cash stock-based sales incentive contra-revenue charges (“Amazon Warrant Charges”) associated with the
Amazon Warrant are recognized as the customer purchases fuel and vesting conditions become probable of being achieved
based on the grant date fair value of the Amazon Warrant. The fair values of the Amazon Warrant were determined as of
the grant date in accordance with ASC 718, Compensation – Stock Compensation, using the Black-Scholes option pricing
model and the following assumptions:
April 16, 2021 June 14, 2021
Dividend yield
0.0%
0.0%
Expected volatility
66.46%
67.97%
Risk-free interest rate
1.59%
1.49%
Expected term in years
10.0
9.8
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
98
The volatility amounts used were estimated based on the historical volatility of the Company’s common stock over a
period matching the assumed term of the Amazon Warrant. The expected terms used were based on the term of the Amazon
Warrant at the date of issuance. The risk-free interest rates used were based on the U.S. Treasury yield curve for the
expected term of the Amazon Warrant at the date of issuance.
The following table summarizes the Amazon Warrant activities for the year ended December 31, 2024:
Warrant
Shares
Outstanding and unvested as of December 31, 2023
37,613,035
Granted
—
Vested
(7,640,152)
Outstanding and unvested as of December 31, 2024
29,972,883
As a result of the immediate vesting of a portion of the Warrant Shares and Additional Warrant Shares, the Company
recognized Amazon Warrant Charges, in the second quarter of 2021, of $76.6 million and a customer incentive asset of
$38.4 million representing Amazon Warrant Charges associated with future contractually required minimum fuel
purchases which will be recognized as the fuel is purchased.
During the years ended December 31, 2022, 2023 and 2024, Amazon Warrant Charges in the consolidated statements
of operations were $24.3 million, $60.6 million and $60.8 million, respectively. Amazon Warrant Charges for the year
ended December 31, 2021 included $76.6 million from the immediate vesting of a portion of the Warrant Shares and
Additional Warrant Shares and $7.0 million associated with fuel purchases. Amazon Warrant Charges for the years ended
December 31, 2022, 2023 and 2024 were related to customer fuel purchases. As of December 31, 2022, the Company had
a customer incentive asset of $22.2 million, classified in “Prepaid expenses and other current assets” in the accompanying
consolidated balance sheets. As of December 31, 2023 and 2024, the customer incentive asset had been fully amortized.
Stonepeak Warrant
In connection with the Stonepeak Credit Agreement and the related Loan Facility (see Note 11), 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 upon 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.
Stonepeak may not exercise the Stonepeak Warrant to the extent such exercise would cause Stonepeak to beneficially
own more than 9.999% of the number of shares of the Company’s common stock outstanding immediately after giving
effect to such exercise (the “Stonepeak Beneficial Ownership Limitation”). Stonepeak may, however, waive or amend the
Stonepeak Beneficial Ownership Limitation by providing written notice to the Company sixty-one (61) days before such
waiver or amendment becomes effective (or immediately upon written notice to the Company to the extent the Company
is subject to certain acquisition transactions pursuant to a tender or exchange offer).
The Stonepeak Warrant, issued in conjunction with the funding of the Senior Term Loan, was determined to be a
separate unit of account from the Loan Facility based on evaluation of the contractual terms of the Stonepeak Credit
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
99
Agreement and the Warrant Agreement. As a result, amounts were allocated to the Stonepeak Warrant using the relative
fair value method. The Stonepeak Warrant is deemed an equity classified instrument because the underlying warrants
(1) do not embody an obligation of the Company, (2) are deemed to be indexed to the Company’s own common stock,
and (3) meet all the conditions for equity classification. As such, the Stonepeak Warrant is measured at fair value as of the
issuance date, and subsequent changes in fair value will not be recognized in earnings. The fair values of the Stonepeak
Warrant as of the issuance date were determined using the Black-Scholes option pricing model and the following
assumptions:
December 12, 2023 December 12, 2023
Exercise price
5.50
6.50
Dividend yield
0.0%
0.0%
Expected volatility
72.96%
72.96%
Risk-free interest rate
4.22%
4.22%
Expected term in years
8.5
8.5
The volatility amounts used were estimated based on the historical volatility of the Company’s common stock over a
period matching the assumed term of the Stonepeak Warrant. The expected terms used were based on the term of the
Stonepeak Warrant on the date of issuance. The risk-free interest rates used were based on the U.S. Treasury yield curve
for the expected term of the Stonepeak Warrant on the date of issuance.
As a result of the issuance and vesting of the Stonepeak Warrant, the Company recognized $42.4 million, representing
the fair value of the Stonepeak Warrant, in “Additional paid-in capital” included in “Stockholders’ equity” and recorded
$31.8 million, classified as debt discount to the gross principal of the Senior Term Loan, and $10.6 million, classified as
a warrant asset included in “Notes receivable and other long-term assets, net” in the consolidated balance sheets as of
December 31, 2023. The debt discount relating to the Stonepeak Warrant will be amortized using the interest method in
accordance with ASC 835-30, Imputation of Interest, over the contractual term of the Loan Facility and will be recognized
in earnings as interest expense in the consolidated statements of operations. The warrant asset represents value the
Company obtained from the issuance of the Stonepeak Warrant in exchange for the $100.0 million delayed draw term loan
commitment (see Note 11). The warrant asset will be proportionately reclassified to debt discount when amounts are drawn
from the delayed draw term loan commitment, reducing the initial net carrying amount of the funded debt. These amounts
recognized in connection with the Stonepeak Warrant were excluded from the accompanying consolidated statements of
cash flows as they were non-cash financing activities. 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 year ended December 31,
2024, the number of shares of the Company’s common stock that may be purchased pursuant to the Stonepeak Warrant
increased by 28,918 shares, consisting of 14,459 shares at an exercise price of $5.50 per share and 14,459 shares at an
exercise price of $6.50 per share.
The following table summarizes the Stonepeak Warrant activities for the year ended December 31, 2024:
Warrant
Shares
Outstanding and unexercised as of December 31, 2023
20,000,000
Granted
28,918
Exercised
—
Outstanding and unexercised as of December 31, 2024
20,028,918
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
100
Note 13 —Income Taxes
The components of loss before income taxes for the years ended December 31, 2022, 2023 and 2024 are as follows
(in thousands):
2022
2023
2024
U.S.
$ (58,431) $ (99,749) $ (79,710)
Foreign
(939)
(772) (1,287)
Total loss before income taxes
$ (59,370) $ (100,521) $ (80,997)
The provision for income taxes for the years ended December 31, 2022, 2023 and 2024 consists of the following (in
thousands):
2022
2023
2024
Current:
State
$
47 $
92 $
62
Foreign
—
—
—
Total current
47
92
62
Deferred:
Federal
78
(318)
876
State
95
(197)
1,754
Total deferred
173
(515)
2,630
Total expense
$
220 $
(423) $ 2,692
A reconciliation of the income tax expense for the years ended December 31, 2022, 2023 and 2024, with the amount
computed using the federal income tax rate of 21% as of December 31, 2022, 2023 and 2024, consists of the following (in
thousands):
2022
2023
2024
Computed expected tax (benefit)
$ (12,468) $ (21,110) $ (17,009)
Nondeductible expenses
4,218
1,062
2,892
Tax rate differential on foreign earnings
197
162
270
Joint ventures
441
1,035
2,297
Amazon warrants
1,134
5,381 10,114
Tax credits
(6,065) (6,250) (7,208)
Other
843
(48)
1,447
Change in valuation allowance
11,920 19,345
9,889
Total tax expense
$
220 $
(423) $ 2,692
The Company recorded a federal tax benefit of $5.8 million, $6.2 million and $7.2 million related to the exclusion of
AFTC associated with 2022, 2023 and 2024 fuel sales in excess of its fuel tax obligation, respectively. These amounts
increased the Company’s deferred tax asset and the Company’s deferred tax asset valuation allowance.
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
101
Deferred tax assets and liabilities result from differences between the financial statement carrying amounts and the
tax bases of existing assets and liabilities. The tax effect of temporary differences that give rise to deferred tax assets and
liabilities as of December 31, 2023 and 2024 are as follows (in thousands):
2023
2024
Deferred tax assets:
Accrued expenses
$
6,178
$
6,915
Lease obligations
25,574
25,993
Alternative minimum tax and general business credits
7,011
7,011
Stock option expense
11,756
11,280
Amazon warrants
20,002
18,271
Other
6,096
7,455
Depreciation and amortization
4,270
4,404
Loss carryforwards
152,310
161,931
Total deferred tax assets
233,197
243,260
Less valuation allowance
(202,242)
(211,709)
Net deferred tax assets
30,955
31,551
Deferred tax liabilities:
Right-of-use assets
(24,650)
(24,196)
Commodity swap contracts
(741)
(706)
Goodwill
(3,160)
(3,473)
Investments in joint ventures and partnerships
(2,989)
(6,391)
Total deferred tax liabilities
(31,540)
(34,766)
Net deferred tax liabilities
$
(585)
$
(3,215)
As of December 31, 2024, the Company had federal, state and foreign net operating loss carryforwards of
approximately $618.6 million, $512.6 million and $6.1 million, respectively. The Company’s federal, state and foreign
net operating loss carryforwards will, if not utilized, expire beginning in 2027, 2028 and 2033, respectively. The Company
also has federal tax credit carryforwards of $8.2 million that will expire beginning in 2026. Due to the change of ownership
provisions of Internal Revenue Code Section 382, utilization of a portion of the Company’s net operating loss and tax
credit carryforwards may be limited in future periods.
In assessing the realizability of the net deferred tax assets, management considers whether it is more likely than not
that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent
upon the generation of future taxable income during the periods in which those temporary differences become deductible.
Management considers projected future taxable income and tax planning strategies in making this assessment. As of
December 31, 2023 and 2024, the Company provided a valuation allowance of $202.2 million and $211.7 million,
respectively, to reduce the net deferred tax assets due to uncertainty surrounding the realizability of these assets. The
increase in the valuation allowance for the year ended December 31, 2024 of $9.5 million was primarily attributable to an
increase in losses without benefit.
For the year ended December 31, 2024, the Company did not have any offshore earnings of certain non-U.S.
subsidiaries which are permanently reinvested outside the United States.
The Company does not recognize the impact of a tax position in its financial statements unless the position is more
likely than not to be sustained, based on the technical merits of the position. The Company has unrecognized tax benefits
of $64.3 million as of December 31, 2024 that, if recognized, would not result in a tax benefit since it would be fully offset
with a valuation allowance.
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
102
The following is a tabular reconciliation of the total amounts of unrecognized tax benefits for the years ended
December 31, 2022, 2023 and 2024 (in thousands):
Unrecognized tax benefit—December 31, 2022
$
54,672
Gross increases—tax positions in current year
4,517
Gross increases—tax positions in prior year
—
Gross decreases—tax positions in prior year
(93)
Unrecognized tax benefit—December 31, 2023
59,096
Gross increases—tax positions in current year
5,285
Gross increases—tax positions in prior year
—
Gross decreases—tax positions in prior year
(92)
Unrecognized tax benefit—December 31, 2024
$
64,289
The increase in the Company’s unrecognized tax benefits in the years ended December 31, 2024 and December 31,
2023 is primarily attributable to the portion of AFTC offset by the fuel tax the Company collected from its customers and
the warrants issued to its customer.
ASC 740, Income Taxes, requires the Company to accrue interest and penalties where there is an underpayment of
taxes based on the Company’s best estimate of the amount ultimately to be paid. The Company’s policy is to recognize
interest accrued related to unrecognized tax benefits and penalties as income tax expense. The Company recognized
interest and penalties related to uncertain tax positions of $0.0 million for each of the years ended December 31, 2022,
2023 and 2024.
The Company is subject to taxation in the United States and various states and foreign jurisdictions. The Company’s
tax years from 2020 to 2024 are subject to examination by various tax authorities. Although the Company is no longer
subject to U.S. examination for years before 2021 and to state tax examinations for years before 2020, taxing authorities
can adjust the net operating losses that arose in earlier years if and when the net operating losses reduce future income. In
addition, the Company is required to indemnify SAFE S.p.A. for taxes that are imposed on CEC for pre-contribution tax
periods.
A number of years may elapse before an uncertain tax position is finally resolved. It is often difficult to predict the
final outcome or the timing of resolution of an uncertain tax position, but the Company believes that its reserves for income
taxes reflect the most probable outcomes. The Company adjusts the reserve, as well as the related interest and penalties,
in light of changing facts and circumstances. The amount of penalties accrued is immaterial. Settlement of any particular
position would usually require the use of cash and result in the reduction of the related reserve, or there could be a change
in the amount of the Company’s net operating loss. The resolution of a matter would be recognized as an adjustment to
the provision for income taxes at the effective tax rate in the period of resolution. The Company does not expect a
significant increase or decrease in its uncertain tax positions within the next twelve months.
On August 16, 2022, the Inflation Reduction Act of 2022 (“the IRA”) was signed into law. Besides the reinstatement
of AFTC for the three year period from January 1, 2022 to December 31, 2024, the IRA offers tax incentives targeting
energy transaction and renewables:
•
The investment tax credit under Section 48 of the Internal Revenue Code is expanded to include Qualified Biogas
Property, which is expected to be available for the RNG dairy projects that the Company has invested or will
invest. The investment tax credit rate could range from 6% up to a 50% bonus rate depending on meeting certain
wage, apprenticeship, domestic content, and energy community requirements.
•
A new tax credit under Section 45Z of the Internal Revenue Code was introduced to apply to low-emissions
transportation fuel produced at a qualified facility and sold by the taxpayer after December 31, 2024 through
December 31, 2027. The IRA provides a base credit of 20 cents per gallon or $1.00 per gallon multiplied by an
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
103
applicable emission factor if prevailing wage and apprentices requirements are met. The Company’s RNG dairy
projects will be eligible for this credit at an increased rate of $1/gallon.
•
The alternative fuel refueling property credit under Section 30C of the Internal Revenue Code was reinstated for
2022 and extended an additional 10 years to apply to any property placed in service before January 1, 2033. The
base credit amount is 6% with a bonus rate of 30% if wage and registered apprenticeship requirements are met
with a maximum credit amount of $100,000 (previously $30,000) per single refueling pump.
The Internal Revenue Service has been granted broad authority to issue regulations or other guidance that could clarify
how these taxes will be applied and credits will be eligible. The Company is continuing to evaluate the financial impact of
the IRA as additional information becomes available. For the year ended December 31, 2024, four RNG projects that the
Company invested in were placed in service and are eligible for the Investment Tax Credits. The Company intends to
monetize the tax credits by transferring to third parties. In addition, the Company’s six RNG projects that were placed in
service will be eligible for Clean Fuel Production Tax Credit beginning January 1, 2025.
Note 14 —Commitments and Contingencies
Environmental Matters
The Company is subject to federal, state, local and foreign environmental laws and regulations. The Company does
not anticipate any expenditures to comply with such laws and regulations that would have a material effect on the
Company’s consolidated financial position, results of operations or liquidity. The Company believes that its operations
comply, in all material respects, with applicable federal, state, local and foreign environmental laws and regulations.
Litigation, Claims and Contingencies
The Company may become party to various legal actions that arise in the ordinary course of its business. The Company
is also subject to audit by tax and other authorities for varying periods in various federal, state, local and foreign
jurisdictions, and disputes may arise during the course of these audits. It is impossible to determine the ultimate liabilities
that the Company may incur resulting from any of these lawsuits, claims, proceedings, audits, commitments, contingencies
and related matters or the timing of these liabilities, if any. If these matters were to ultimately be resolved unfavorably, it
is possible that such an outcome could have a material adverse effect upon the Company’s consolidated financial position,
results of operations or liquidity. The Company does not, however, anticipate such an outcome and it believes the ultimate
resolution of these matters will not have a material adverse effect on the Company’s consolidated financial position, results
of operations or liquidity.
Long-Term Take-or-Pay Natural Gas Purchase Contracts
The Company has entered into quarterly fixed price natural gas purchase contracts with take-or-pay commitments
extending through March 2025. As of December 31, 2024, the fixed commitments under these contracts totaled
approximately $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 was to 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
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
104
of December 2024. In December 2024, the 2022 Note Purchase Agreement was amended, extending the maturity date to
the end of June 2025.
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 December 31, 2024, $6.0 million has been funded by the Company pursuant to the 2024 Note
Purchase Agreement. In December 2024, the 2024 Note Purchase Agreement was amended, extending the maturity date
to the end of June 2025.
Note 15 —Leases
The Company’s operating leases are related to real estate for fueling stations, office spaces, warehouses, a LNG
liquefaction plant, and office equipment, and its finance leases are primarily related to vehicles.
Certain of the Company’s real estate leases contain variable lease payments, including payments based on a change
in the index or gasoline gallon equivalents of natural gas dispensed at fueling stations. These variable lease payments
cannot be determined at the commencement of the lease and are not included in the ROU assets and lease liabilities. As
such, amounts associated with these variable lease payments are recorded as a period expense when incurred.
Lessee Accounting
As of December 31, 2023 and 2024, the Company’s finance and operating lease asset and liability balances were as
follows (in thousands):
2023
2024
Finance leases:
Land, property and equipment, gross
$
6,436
$
4,389
Accumulated depreciation
(3,199)
(1,869)
Land, property and equipment, net
$
3,237
$
2,520
Current portion of finance lease obligations
$
1,758
$
920
Long-term portion of finance lease obligations
1,839
1,766
Total finance lease liabilities
$
3,597
$
2,686
Operating leases:
Operating lease right-of-use assets
$
92,324
$
90,598
Current portion of operating lease obligations
$
6,687
$
8,027
Long-term portion of operating lease obligations
89,065
89,049
Total operating lease liabilities
$
95,752
$
97,076
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
105
The components of lease expense for finance and operating leases consisted of the following (in thousands):
Year Ended December 31,
2023
2024
Finance leases:
Depreciation on assets under finance leases
$
928
$
1,122
Interest on lease liabilities
183
331
Total finance leases expense
$
1,111
$
1,453
Operating leases:
Lease expense
$
15,986
$
22,355
Lease expense on short-term leases
503
661
Variable lease expense
4,777
5,057
Sublease income
(636)
(636)
Total operating leases expense
$
20,630
$
27,437
Supplemental information on finance and operating leases is as follows (dollars in thousands):
Year Ended December 31,
2023
2024
Operating cash outflows from finance leases
$
183
$
331
Operating cash outflows from operating leases
$
10,709
$
15,765
Financing cash outflows from finance leases
$
1,055
$
2,162
Assets obtained in exchange for new finance lease liabilities (1)
$
1,569
$
1,237
ROU assets obtained in exchange for operating lease liabilities (1)
$
46,592
$
11,861
December 31, December 31,
2023
2024
Weighted-average remaining lease term - finance leases
2.44 years
2.92 years
Weighted-average remaining lease term - operating leases
10.14 years
9.41 years
Weighted-average discount rate - finance leases
7.41%
9.90%
Weighted-average discount rate - operating leases
9.82%
9.70%
(1)
These amounts are excluded from the accompanying consolidated statements of cash flows as they are non-cash investing, operating and/or
financing activities.
The following schedule presents the Company’s maturities of finance and operating lease liabilities as of
December 31, 2024 (in thousands):
Fiscal Year
Finance Leases Operating Leases
2025
$
1,143
$
16,663
2026
980
16,603
2027
745
16,626
2028
242
15,827
2029
—
15,098
Thereafter
—
68,416
Total minimum lease payments
3,110
149,233
Less amount representing interest
(424)
(52,157)
Present value of lease liabilities
$
2,686
$
97,076
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
106
Lessor Accounting
The Company leases fueling station equipment to customers pursuant to agreements that contain an option to extend
and an end-of-term purchase option. Receivables from these leases are accounted for as finance leases, specifically
sales - type leases, and are included in “Other receivables” and “Notes receivable and other long-term assets, net” in the
accompanying consolidated balance sheets.
The Company recognizes the net investment in the lease as the sum of the lease receivable and the unguaranteed
residual value, both of which are measured at the present value using the interest rate implicit in the lease.
During the years ended December 31, 2022, 2023 and 2024, the Company recognized $0.4 million, $0.4 million and
$0.4 million, respectively, in “Interest income” on its lease receivables.
The following schedule presents the Company’s maturities of lease receivables as of December 31, 2024 (in
thousands):
Fiscal Year:
2025
$
1,264
2026
1,287
2027
1,408
2028
692
2029
522
Thereafter
181
Total minimum lease payments
5,354
Less amount representing interest
(1,038)
Present value of lease receivables
$
4,316
Note 16 —401(k) Plan
The Company has established a savings plan (“Savings Plan”) which is qualified under Section 401(k) of the Internal
Revenue Code. Eligible employees may elect to make contributions to the Savings Plan through salary deferrals of up to
90% of their base pay, subject to Internal Revenue Code limitations. The Company may also make discretionary
contributions to the Savings Plans, subject to limitations. For each of the years ended December 31, 2022, 2023 and 2024
the Company contributed approximately $1.9 million, $1.7 million and $1.4 million, respectively, of matching
contributions to the Savings Plan.
Note 17 —Net Loss Per Share
The following table sets forth the computations of basic and diluted earnings (loss) per share for the years ended
December 31, 2022, 2023 and 2024 (in thousands, except share and per share amounts):
2022
2023
2024
Net loss attributable to Clean Energy Fuels Corp.
$
(58,733) $
(99,497) $
(83,070)
Weighted-average common shares outstanding
222,414,790 222,904,785 223,346,127
Dilutive effect of potential common shares from restricted stock
units, stock options and stock warrants
—
—
—
Weighted-average common shares outstanding - diluted
222,414,790 222,904,785 223,346,127
Basic loss per share
$
(0.26) $
(0.45) $
(0.37)
Diluted loss per share
$
(0.26) $
(0.45) $
(0.37)
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
107
The following potentially dilutive securities have been excluded from the diluted net loss per share calculations
because their effect would have been antidilutive. Although these securities were antidilutive for these periods, they could
be dilutive in future periods.
(in shares)
2022
2023
2024
Stock options
15,456,340 17,825,577 20,155,612
Stonepeak warrant shares
— 20,000,000 20,028,918
Restricted stock units
694,945
399,709
1,928,600
Amazon warrant shares
58,767,714 58,767,714
58,767,714
Total
74,918,999 96,993,000 100,880,844
Note 18 —Related Party Transactions
TotalEnergies S.E.
During the years ended December 31, 2022, 2023 and 2024, the Company recognized revenue of $7.6 million,
$1.4 million, and $0.0 million, respectively, relating to RINs and LNG sold to TotalEnergies and its affiliates in the
ordinary course of business, equipment lease revenue, AFTCs, and settlements on commodity swap contracts (Note 6).
Outstanding receivables due from TotalEnergies were immaterial as of December 31, 2023 and 2024.
During the years ended December 31, 2022, 2023 and 2024, the Company paid TotalEnergies $8.4 million,
$6.9 million, and $3.6 million, respectively, for expenses incurred in the ordinary course of business, settlements on
commodity swap contracts (Note 6), and the guaranty fee under the Credit Support Agreement with TotalEnergies
Holdings USA Inc., a wholly owned subsidiary of TotalEnergies. Outstanding payables due to TotalEnergies were
immaterial as of December 31, 2023 and 2024.
SAFE S.p.A
During the years ended December 31, 2022, 2023 and 2024, the Company received $0.2 million, $0.3 million, and
$0.1 million, respectively, from SAFE&CEC S.r.l. (and its successor entity, SAFE S.p.A.) in the ordinary course of
business. As of December 31, 2023, the Company had receivables due from SAFE&CEC S.r.l. of $0.3 million.
Outstanding receivables due from SAFE S.p.A. were immaterial as of 2024.
During the years ended December 31, 2022, 2023 and 2024, the Company paid SAFE&CEC S.r.l (and its successor
entity SAFE S.p.A.) $16.7 million, $12.6 million, and $6.0 million, respectively, for parts and equipment in the ordinary
course of business. As of December 31, 2023 and 2024, the Company had payables due to SAFE S.p.A. of $8.1 million
and $0.3 million, respectively.
TotalEnergies Joint Venture(s) and bpJV
Pursuant to various contractual agreements of the TotalEnergies joint venture(s) and bpJV, the Company manages
day-to-day operations of RNG projects in the joint ventures in exchange for an O&M fee and management fee. For the
years ended December 31, 2022, 2023 and 2024, the Company recognized management and O&M fee revenue of
$1.3 million, $3.1 million, and $3.1 million, respectively. As of December 31, 2023 and 2024, the Company had
management and O&M fee receivables due from the joint ventures with TotalEnergies and bp of $0.3 million and
$0.4 million, respectively.
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
108
For the years ended December 31, 2022, 2023 and 2024, the Company paid $0.6 million, $1.2 million, and
$0.0 million, respectively, on behalf of the joint ventures for expenses incurred in the ordinary course of business. As of
December 31, 2023 and 2024, outstanding receivables due from the joint ventures with TotalEnergies and bp totaled
$0.7 million and $0.4 million, respectively, representing outstanding unreimbursed expenses that the Company paid on
behalf of the joint ventures.
For the years ended December 31, 2022, 2023 and 2024, the Company received $1.5 million, $5.0 million, and
$4.1 million, respectively, from the joint ventures with TotalEnergies and bp for management and O&M fees and
reimbursement of expenses incurred in the ordinary course of business. No amounts were paid to the joint ventures with
TotalEnergies and bp for the years ended December 30, 2022 and 2023. For the year ended December 31, 2024, the
Company paid $4.5 million 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. As of December 31, 2023 and 2024, the
Company had payables due to the joint ventures with TotalEnergies and bp of $0.6 million and $0.6 million, respectively,
relating to sharing of environmental credits pursuant to the various contractual agreements of the TotalEnergies joint
venture(s) and bpJV. As of December 31, 2022, no payables were outstanding relating to sharing of environmental credits.
Rimere
For the years ended December 31, 2023 and 2024, the Company provided $3.5 million and $6.0 million, respectively,
to Rimere in connection with its loan commitments (see Note 14). As of December 31, 2023 and 2024, the carrying amount
of the Company’s convertible promissory notes measured at fair value was $2.3 million and $0.3 million, respectively,
and is included in “Notes receivable – related party” as of December 31, 2023 and 2024 in the accompanying consolidated
balance sheets.
For the years ended December 31, 2023 and 2024, the Company recognized management fee revenue of $0.6 million
and $0.6 million, respectively. As of December 31, 2023 and 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 year ended December 31,
2023. In the year ended December 31, 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. There were no outstanding receivables,
excluding management fee receivables, due from Rimere as of December 31, 2023 and 2024, respectively.
Note 19 —Reportable Segments and Geographic Information
The Company operates as one reportable segment. The Company’s chief operating decision maker (“CODM”) is its
Chief Executive Officer, who reviews financial information presented on a consolidated basis.
The CODM uses profitability metrics, including net income/(loss) to evaluate financial performance, as well as Cost
of Sales and SG&A (excluding stock compensation) in the achievement towards the Company’s strategy, and to make key
operating decisions such as the determination of the markets in which the Company seeks to make capital investments and
the allocation of budget between cost of revenues, selling, general and administrative expenses.
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
109
The following table presents selected financial information with respect to the Company’s single reportable segment
for the years ended December 31, 2022, 2023 and 2024. As the Company’s single reportable segment represents the
consolidated entity, amounts are traceable to the Consolidated Statements of Operations.
2022
2023
2024
Revenue:
Total revenue
(1) $ 420,164 $ 425,159 $ 415,865
Cost of Sales (excluding depreciation):
(2)
Commodity product cost of sales
182,419
190,616
123,999
Other product cost of sales
97,329
119,285
125,628
Product cost of sales
279,748
309,901
249,627
Service cost of sales
27,993
33,719
37,918
Operating expenses:
Selling, general and administrative, excluding stock compensation
82,983
88,929
101,031
Stock compensation
26,473
23,336
10,803
Selling, general and administrative
109,456
112,265
111,834
Depreciation and amortization
54,674
45,674
44,737
Impairment of investments in equity securities
—
—
8,102
Interest
(3)
(2,934)
(11,776)
(18,174)
Other income (expense), net
95
165
106
Loss from equity method investments
(4,824)
(12,510)
(26,576)
Loss before income taxes
(59,370) (100,521)
(80,997)
Income tax (expense) benefit
(220)
423
(2,692)
Net loss
(59,590) (100,098)
(83,689)
Loss attribute to noncontrolling interest
857
601
619
Net loss attribute to Clean Energy Corp.
$ (58,733) $ (99,497) $ (83,070)
(1)
The CODM is provided revenue information disaggregated by product and service type in exactly the same manner as provided in footnote 2 -
Revenue from Contracts with Customers, Disaggregation of Revenue.
The Company had one major customer that accounted for 10% of 2024 consolidated revenue.
(2)
Costs of sales provided to the CODM are displayed here. Commodity cost of sales represents costs associated with natural gas and its transportation,
and is included in the Product Cost of Sales financial statement caption on the Consolidated Statements of Operations. Total Product Cost of Sales
and Service Cost of Sales reconcile to the amounts in the Consolidated Statements of Operations.
(3)
Interest, net is computed as the net of interest income and interest expense. Refer to the Consolidated Statements of Operations.
2022
2023
2024
Interest expense
$
(6,308) $ (22,924) $ (32,179)
Interest income
3,374
11,148
14,005
(2,934)
(11,776)
(18,174)
CLEAN ENERGY FUELS CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
110
The Company’s revenue and long-lived tangible assets, including the Company’s operating lease assets recognized
on the consolidated balance sheets were located as follows:
2022
2023
2024
Revenue:
United States
$ 416,975 $ 418,754 $ 410,150
Canada
3,189
6,405
5,715
Total revenue
$ 420,164 $ 425,159 $ 415,865
Long-lived assets:
United States
$ 525,682 $ 657,397 $ 691,398
Canada
1,902
3,827
9,882
Total long-lived assets
$ 527,584 $ 661,224 $ 701,280
Note 20 —Concentrations
During the years ended December 31, 2022, 2023 and 2024, one, one, and three supplier, respectively, each accounted
for 10% or more of the Company’s natural gas expense relating to CNG and LNG purchases.
During the years ended December 31, 2022 and 2023, no customer accounted for 10% or more of the Company’s total
revenue. During the year ended December 31, 2024, one customer accounted for 10% or more of the Company’s total
revenue.
Note 21 – Subsequent Event
On January 20, 2025, the Company received notice from Pilot Travel Centers, LLC (“Pilot”) of non-renewal of the
Liquified Natural Gas Fueling Station and LNG Master Sales Agreement, dated August 2, 2010 (“the agreement” or “Pilot
Agreement”), which expires August 1, 2025, in accordance with the agreement. In the correspondence, Pilot indicated the
willingness to negotiate terms to a new agreement.
If a new agreement is not reached, the Company would abandon and remove its assets located at 55 Pilot stations. In
connection with the potential removal of station equipment and site improvements, the Company may recognize up to
approximately $55.0 million in accelerated depreciation expense relating to the change in depreciable life of the 55 station
assets. Amounts associated with the accelerated depreciation expense would be included in “Depreciation and
amortization” at the time the Company decides to abandon the station assets.
111
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed
in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is
recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities
and Exchange Commission, and that such information is accumulated and communicated to our management, including
our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required
disclosure.
Our management carried out an evaluation, with the participation of our Chief Executive Officer and Chief Financial
Officer (our principal executive and principal financial officers, respectively), of the effectiveness of our disclosure
controls and procedures as of December 31, 2024, the end of the period covered by this report. Based on this evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were
effective as of December 31, 2024.
Changes in Internal Control Over Financial Reporting
We regularly review and evaluate our internal control over financial reporting, and from time to time we may make
changes to our processes and systems to improve controls or increase efficiencies. Such changes may include, among
others, implementing new and more efficient systems, consolidating activities, and migrating processes.
There were no changes in our internal control over financial reporting that occurred during the quarter ended
December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as
defined in Rule 13a - 15(f) under the Exchange Act) for our Company. Our management, with the participation of our Chief
Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting
as of December 31, 2024. In making this assessment, our management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013). Based on
this assessment, our management concluded that, as of December 31, 2024, our internal control over financial reporting
was effective. Our independent registered public accounting firm, KPMG LLP, has issued an attestation report on our
internal control over financial reporting, which is included in Item 8. “Financial Statements and Supplementary Data” of
this report.
Inherent Limitations of Disclosure Controls and Procedures and Internal Control Over Financial Reporting
In designing our disclosure controls and procedures and internal control over financial reporting, management
recognizes that any controls and procedures, no matter how well-designed and operated, can provide only reasonable
assurance of achieving the desired control objectives. In addition, the design of our controls and procedures must reflect
the fact that there are resource constraints, and management necessarily applies its judgment in evaluating the benefits of
possible controls and procedures relative to their costs. Because of these inherent limitations, our disclosure and internal
controls may not prevent or detect all instances of fraud, misstatements or other control issues. In addition, projections of
any evaluation of the effectiveness of disclosure or internal controls to future periods are subject to risks, including, among
others, that controls may become inadequate because of changes in conditions or that compliance with policies or
procedures may deteriorate.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
112
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
We have adopted a written code of ethics that applies to our employees, officers and directors, including our principal
executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar
functions. A current copy of the code is posted under “Corporate Governance” on the Investor Relations section of our
website, www.cleanenergyfuels.com. To the extent required by applicable rules adopted by the Securities and Exchange
Commission (the “SEC”) and the Nasdaq Stock Market LLC, we intend to disclose future amendments to certain
provisions of the code, or waivers of such provisions granted to executive officers and directors, in this location on our
website at www.cleanenergyfuels.com.
The remaining information required by Item 10 is incorporated by reference to our definitive proxy statement for our
2024 annual meeting of stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended
December 31, 2024.
Item 11. Executive Compensation.
The information required by Item 11 is incorporated by reference to our definitive proxy statement for our 2025 annual
meeting of stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31,
2024.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by Item 12 is incorporated by reference to our definitive proxy statement for our 2025 annual
meeting of stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31,
2024.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by Item 13 is incorporated by reference to our definitive proxy statement for our 2025 annual
meeting of stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31,
2024.
Item 14. Principal Accountant Fees and Services.
Our independent registered public accounting firm is KPMG LLP, Irvine, CA, Auditor Firm ID: 185.
The information required by Item 14 is incorporated by reference to our definitive proxy statement for our 2025 annual
meeting of stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31,
2024.
113
PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a)(1) Consolidated Financial Statements
The following items are filed in Item 8. Financial Statements and Supplementary Data of this report:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income (Loss)
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(a)(2) Financial Statement Schedules
The financial statement schedule set forth below is filed as a part of this report. All other schedules have been omitted
because they are not required, not applicable, or the required information is otherwise included.
Schedule II - Valuation and Qualifying Accounts
(In thousands)
Allowance for Allowance for
Credit Losses
Credit Losses
on Accounts
on Notes
Receivables
Receivables
Balance as of December 31, 2021
$
1,205
$
4,755
Charges (benefit) to operations
571
744
Deductions
(401)
—
Balance as of December 31, 2022
1,375
5,499
Charges (benefit) to operations
439
1,041
Deductions
(339)
—
Balance as of December 31, 2023
1,475
6,540
Charges (benefit) to operations
584
—
Deductions
(94)
—
Balance as of December 31, 2024
$
1,965
$
6,540
(a)(3) Exhibits
The information required by this Item 15(a)(3) is set forth on the exhibit index, which immediately precedes the
signature page to this report and is incorporated herein by reference.
Item 16. Form 10 - K Summary.
We have elected not to provide summary information.
114
EXHIBIT INDEX
Exhibit
Incorporated by Reference
Number
Description
Form
Filing Date
3.1
Restated Certificate of Incorporation, as amended
by the Certificate of Amendment to the Restated
Certificate of Incorporation of Clean Energy Fuels
Corp. dated May 28, 2010, as further amended by
the Certificate of Amendment to the Restated
Certificate of Incorporation of Clean Energy Fuels
Corp. dated May 8, 2014.
Filed as Exhibit 3.1 to the
Quarterly Report on Form 10-Q
for the quarter ended June 30,
2018.
August 7, 2018
3.1.1
Certificate
of Amendment
to
the
Restated
Certificate of Incorporation of Clean Energy Fuels
Corp. dated June 8, 2018.
Filed as Exhibit 3.1.1 to the
Quarterly Report on Form 10-Q
for the quarter ended June 30,
2018.
August 7, 2018
3.1.2
Certificate of Amendment to Restated Certificate of
Incorporation, dated June 14, 2021.
Filed as Exhibit 3.1 to the
Current Report on Form 8-K
June 15, 2021
3.2
Amended and Restated Bylaws.
Filed as Exhibit 3.2 to the
Current Report on Form 8-K.
February 23, 2011
3.2.1
Amendment No. 1 to Amended and Restated
Bylaws.
Filed as Exhibit 3.2.1 to the
Current Report on Form 8-K.
February 27, 2014
4.1
Specimen Common Stock Certificate.
Filed as Exhibit 4.1 to the
Registration
Statement
on
Form S-1, as amended.
March 27, 2007
4.3
Description of Clean Energy Fuels Corp. Capital
Stock.
Filed as Exhibit 4.3 to the
Annual Report on Form 10-K
for
the
year
ended
December 31, 2021.
February 24, 2022
4.4†
Warrant to Purchase Common Stock of Clean
Energy Fuels Corp., between Clean Energy Fuels
Corp. and Amazon.com NV Investment Holdings
LLC, dated as of April 16, 2021.
Filed as Exhibit 4.4 to the
Current Report on Form 8-K.
April 19, 2021
4.5
Warrant Agreement, dated December 12, 2023, by
and between Clean Energy Fuels Corp. and
Stonepeak CLNE-W Holdings LP.
Filed as Exhibit 10.3 to the
Current Report on Form 8-K.
December 13, 2023
115
Exhibit
Incorporated by Reference
Number
Description
Form
Filing Date
10.1+
Form of Indemnification Agreement.
Filed as Exhibit 10.1 to the
Quarterly Report on Form 10-Q
for
the
quarter
ended
September 30, 2024
November 6, 2024
10.2††
Ground Lease dated November 3, 2006 among
Clean
Energy
Fuels
Corp.,
Clean
Energy
Construction and U.S. Borax, Inc.
Filed as Exhibit 10.3 to the
Annual Report on Form 10-K
for
the
year
ended
December 31, 2021
February 24, 2022
10.3
First
Amendment
to
Ground
Lease
dated
October 28, 2008 among Clean Energy LNG, LLC,
Clean Energy Construction and U.S. Borax, Inc.
Filed as Exhibit 10.4 to the
Annual Report on Form 10-K
for
the
year
ended
December 31, 2021
February 24, 2022
10.4+
Amended and Restated 2006 Equity Incentive Plan.
Filed as Exhibit 10.63 to the
Annual Report on Form 10-K
for
the
year
ended
December 31, 2011.
March 12, 2012
10.5+
2006 Equity Incentive Plan - Form of Notice of
Stock Option Grant.
Filed as Exhibit 10.104 to the
Quarterly Report on Form 10 - Q
for the quarter ended March 31,
2015.
May 11, 2015
10.6+
2006 Equity Incentive Plan—Form of Notice of
Stock Option Grant and Stock Option Agreement.
Filed as Exhibit 99.5 to the
Registration
Statement
on
Form S-8.
August 14, 2007
10.7+
Amended and Restated Employment Agreement
dated December 31, 2015, between Clean Energy
Fuels Corp. and Andrew J. Littlefair.
Filed as Exhibit 10.106 to the
Current Report on Form 8 - K.
December 31, 2015
10.8+
Amended and Restated Employment Agreement
dated December 31, 2015, between Clean Energy
Fuels Corp. and Robert M. Vreeland.
Filed as Exhibit 10.107 to the
Current Report on Form 8 - K.
December 31, 2015
10.9+
Amended and Restated Employment Agreement
dated December 31, 2015, between Clean Energy
Fuels Corp. and Barclay F. Corbus.
Filed as Exhibit 10.109 to the
Current Report on Form 8 - K.
December 31, 2015
10.10+
Clean Energy Fuels Corp. 2016 Performance
Incentive Plan.
Filed as Exhibit 10.114 to the
Current Report on Form 8-K.
May 27, 2016
116
Exhibit
Incorporated by Reference
Number
Description
Form
Filing Date
10.11+
Clean Energy Fuels Corp. 2016 Performance
Incentive Plan-Form of Notice of Stock Option
Grant and Terms and Conditions of Nonqualified
Stock Option.
Filed as Exhibit 10.117 to the
Quarterly Report on Form 10-Q
for the quarter ended June 30,
2016.
August 9, 2016
10.12+
Clean Energy Fuels Corp. 2016 Performance
Incentive Plan-Form of Notice of Stock Unit Award
and Terms and Conditions of Stock Unit Award.
Filed as Exhibit 10.118 to the
Quarterly Report on Form 10-Q
for the quarter ended June 30,
2016.
August 9, 2016
10.13
Series A Preferred Units Issuance Agreement dated
July 14, 2017, by and between Clean Energy and
NG Advantage LLC.
Filed as Exhibit 10.122 to the
Quarterly Report on Form 10-Q
for
the
quarter
ended
September 30, 2017.
November 2, 2017
10.14
Stock Purchase Agreement dated May 9, 2018,
between Clean Energy Fuels Corp. and Total Market
Services, S.A.
Filed as Exhibit 10.125 to the
Quarterly Report on Form 10-Q
for the quarter ended March 31,
2018.
May 10, 2018
10.15
Voting Agreement dated May 9, 2018, among Clean
Energy Fuels Corp., Total Market Services, S.A.,
and the directors and officers of Clean Energy Fuels
Corp. signatory.
Filed as Exhibit 10.126 to the
Quarterly Report on Form 10-Q
for the quarter ended March 31,
2018.
May 10, 2018
10.16
Form of Registration Rights Agreement dated
June 13, 2018, between Clean Energy Fuels Corp.
and Total Market Services, S.A.
Filed as Exhibit 10.127 to the
Quarterly Report on Form 10-Q
for the quarter ended March 31,
2018.
May 10, 2018
10.17
Credit Support Agreement, dated as of January 2,
2019, by and between Clean Energy Fuels Corp. and
Total Holdings USA, Inc.
Filed as Exhibit 10.130 to the
Annual Report on Form 10-K
for
the
year
ended
December 31, 2018.
March 12, 2019
10.18
Amended and Restated 2016 Performance Incentive
Plan.
Filed as Exhibit 10.1 to the
Current Report on Form 8-K.
May 18, 2020
10.19†† Memorandum
of
Understanding,
dated
December 18, 2020, between Clean Energy and BP
Products North America Inc.
Filed as Exhibit 10.24 to the
Annual Report on Form 10-K
for
the
year
ended
December 31, 2020.
March 9, 2021
117
Exhibit
Incorporated by Reference
Number
Description
Form
Filing Date
10.20†† USD
$50,000,000
Loan
Agreement,
dated
December 18, 2020, between Clean Energy and BP
Products North America Inc.
Filed as Exhibit 10.25 to the
Annual Report on Form 10-K
for
the
year
ended
December 31, 2020.
March 9, 2021
10.21†† Joint Venture Agreement, dated March 3, 2021,
between Clean Energy Renewable Fuels, LLC and
Total Biogas Holdings USA, LLC.
Filed as Exhibit 10.26 to the
Annual Report on Form 10-K
for
the
year
ended
December 31, 2020.
March 9, 2021
10.22†† Limited Liability Company Agreement of CE
Renewco, LLC between Clean Energy and BP
Products North America Inc.
Filed as Exhibit 10.27 to the
Current Report on Form 8-K.
April 15, 2021
10.23†† Transaction Agreement, between Clean Energy
Fuels Corp. and Amazon.com, Inc., dated as of
April 16, 2021.
Filed as Exhibit 10.27 to the
Current Report on Form 8-K.
April 19, 2021
10.24+
Clean Energy Fuels Corp. 2022 Employee Stock
Purchase Plan.
Filed as Exhibit Annex A to
Schedule 14A Definitive Proxy
Statement.
April 7, 2022
10.25
Amendment No. 1 to Credit Support Agreement,
dated as of March 12, 2021, between Clean Energy
Fuels Corp. and Total Holdings USA Inc.
Filed as Exhibit 10.1 to the
Quarterly Report on Form 10-Q
for the quarter ended March 31,
2022
May 5, 2022
10.26+
CLNE PlasmaFlow Holdings, LLC 2023 Equity
Incentive Plan.
Filed as Exhibit 10.30 to the
Annual Report on Form 10-K
for
the
year
ended
December 31, 2022
February 28, 2023
10.27+
CLNE PlasmaFlow Holdings, LLC 2023 Equity
Incentive Plan – Form of Option Award.
Filed as Exhibit 10.31 to the
Annual Report on Form 10-K
for
the
year
ended
December 31, 2022
February 28, 2023
10.28+
CLNE PlasmaFlow Holdings, LLC 2023 Equity
Incentive Plan – Form of Profits Interest Award.
Filed as Exhibit 10.32 to the
Annual Report on Form 10-K
for
the
year
ended
December 31, 2022
February 28, 2023
118
Exhibit
Incorporated by Reference
Number
Description
Form
Filing Date
10.29
Senior Secured First Lien Term Loan Credit
Agreement, dated December 12, 2023, among Clean
Energy Fuels Corp, Clean Energy, the lenders from
time to time party thereto, and Stonepeak CLNE-L
Holdings LP, as the administrative agent for the
lenders, collateral agent for the secured parties and
as sole lead arranger.
Filed as Exhibit 10.1 to the
Current Report on Form 8-K
December 13, 2023
10.30†† Successor Agent Agreement and First Amendment
to Senior Secured First Lien Term Loan Agreement,
dated March 22, 2024, among Clean Energy, the
other Loan Parties party thereto, Stonepeak CLNE-
L Holdings LP, Alter Domus Products Corp. and the
Lenders party thereto.
Filed as Exhibit 10.1 to the
Quarterly Report on Form 10-Q
for the quarter ended June 30,
2024
August 7, 2024
10.31†† Limited Consent and Second Amendment to Senior
Secured First Lien Term Loan Credit Agreement,
dated May 8, 2024, among Clean Energy, Clean
Energy Fuels Corp., the Subsidiary Guarantors,
Alter Domus Products Corp., and the Lenders
thereto.
Filed as Exhibit 10.2 to the
Quarterly Report on Form 10-Q
for the quarter ended June 30,
2024
August 7, 2024
10.32†† Limited Consent and Third Amendment to Senior
Secured First Lien Term Loan Credit Agreement,
dated July 22, 2024, among Clean Energy, Clean
Energy Fuels Corp., the Subsidiary Guarantors,
Alter Domus Products Corp., and the Lenders
thereto.
Filed as Exhibit 10.3 to the
Quarterly Report on Form 10-Q
for the quarter ended June 30,
2024
August 7, 2024
10.33
Guarantee
and
Collateral Agreement,
dated
December 12, 2023, among Clean Energy Fuels
Corp, Clean Energy, and each of the other Grantors
in favor of Stonepeak CLNE-L Holdings LP, as
collateral agent for the secured parties.
Filed as Exhibit 10.2 to the
Current Report on Form 8-K
December 13, 2023
10.34
Registration Rights Agreement, dated December 12,
2023, by and between Clean Energy Fuels Corp. and
Stonepeak CLNE-W Holdings LP.
Filed as Exhibit 10.4 to the
Current Report on Form 8-K
December 13, 2023
10.35+
Clean Energy Fuels Corp. 2024 Performance
Incentive Plan.
Filed as Annex A to the Proxy
Statement on Schedule 14A
April 4, 2024
10.36+
Clean Energy Fuels Corp. 2024 Performance
Incentive
Plan -
Form of
Option Agreement
(Director).
Filed as Exhibit 10.5 to the
Quarterly Report on Form 10-Q
for the quarter ended June 30,
2024
August 7, 2024
119
Exhibit
Incorporated by Reference
Number
Description
Form
Filing Date
10.37+
Clean Energy Fuels Corp. 2024 Performance
Incentive
Plan -
Form of
Option Agreement
(Executive).
Filed as Exhibit 10.6 to the
Quarterly Report on Form 10-Q
for the quarter ended June 30,
2024
August 7, 2024
10.38+
Clean Energy Fuels Corp. 2024 Performance
Incentive Plan - Form of Option Agreement (Non-
Executive).
Filed as Exhibit 10.7 to the
Quarterly Report on Form 10-Q
for the quarter ended June 30,
2024
August 7, 2024
10.39+
Clean Energy Fuels Corp. 2024 Performance
Incentive Plan - Form of RSU Grant Agreement
(Director).
Filed as Exhibit 10.8 to the
Quarterly Report on Form 10-Q
for the quarter ended June 30,
2024
August 7, 2024
10.40+
Clean Energy Fuels Corp. 2024 Performance
Incentive Plan - Form of RSU Grant Agreement
(Executive).
Filed as Exhibit 10.9 to the
Quarterly Report on Form 10-Q
for the quarter ended June 30,
2024
August 7, 2024
10.41+
Clean Energy Fuels Corp. 2024 Performance
Incentive Plan - Form of RSU Grant Agreement
(Non-Executive).
Filed as Exhibit 10.10 to the
Quarterly Report on Form 10-Q
for the quarter ended June 30,
2024
August 7, 2024
19.1*
Clean Energy Fuels Corp. Insider Trading Policy
21.1*
Subsidiaries.
23.1*
Consent
of
Independent
Registered
Public
Accounting Firm KPMG LLP.
24.1*
Power of Attorney (included on the signature page
to this report).
31.1*
Certification of Andrew J. Littlefair, President and
Chief
Executive
Officer,
pursuant
to
Rule
13a-14(a) or 15d-14(a) of the Securities Exchange
Act of 1934, as adopted pursuant to Section 302 of
the Sarbanes- Oxley Act of 2002.
31.2*
Certification of Robert M. Vreeland, Chief Financial
Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of
the Securities Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
120
Exhibit
Incorporated by Reference
Number
Description
Form
Filing Date
32.1**
Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, executed by Andrew J. Littlefair,
President and Chief Executive Officer, and Robert
M. Vreeland Chief Financial Officer.
97
Clean Energy Fuels Corp. Clawback Policy
Filed as Exhibit 97 to the
Annual Report on Form 10-K
for
the
year
ended
December 31, 2023
February 29, 2024
101*
The following materials from Clean Energy Fuels
Corp.’s Annual Report on Form 10-K for the year
ended December 31, 2024, formatted in iXBRL
(Inline eXtensible Business Reporting Language):
(i) Consolidated Balance Sheets;
(ii) Consolidated Statements of Operations;
(iii) Consolidated Statements of Comprehensive
Income (Loss);
(iv) Consolidated Statements of Stockholders’
Equity;
(v) Consolidated Statements of Cash Flows; and
(vi) Notes to Consolidated Financial Statements.
104*
Cover Page Interactive Data File (formatted as
iXBRL and contained in Exhibit 101)
+
Management contract or compensatory plan or arrangement.
†
Portions of this exhibit have been omitted pursuant to the grant of a request for confidential treatment and the non-
public information has been filed separately with the SEC.
††
Certain portions of this document that constitute confidential information have been redacted in accordance with
Item 601(b)(10) of Regulation S-K.
*
Filed herewith.
**
Furnished herewith.
121
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CLEAN ENERGY FUELS CORP.
By:
/s/ ANDREW J. LITTLEFAIR
Andrew J. Littlefair
President and Chief Executive Officer
Date: February 24, 2025
POWER OF ATTORNEY
IN WITNESS WHEREOF, each person whose signature appears below constitutes and appoints Andrew J. Littlefair
and Robert M. Vreeland as his true and lawful agent, proxy and attorney-in-fact, each acting alone, with full power of
substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on and sign
any amendments to this report, with exhibits thereto and other documents in connection therewith, (ii) act on and sign such
certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, and
in each case file the same with the Securities and Exchange Commission, hereby approving, ratifying and confirming all
that such agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or cause to be done by virtue thereof.
122
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ ANDREW J. LITTLEFAIR
President, Chief Executive Officer (Principal
Executive Officer) and Director
February 24, 2025
Andrew J. Littlefair
/s/ ROBERT M. VREELAND
Chief Financial Officer (Principal Financial
Officer and Principal Accounting Officer)
February 24, 2025
Robert M. Vreeland
/s/ STEPHEN A. SCULLY
Chairman of the Board and Director
February 24, 2025
Stephen A. Scully
/s/ LIZABETH ARDISANA
Director
February 24, 2025
Lizabeth Ardisana
/s/ KARINE BOISSY-ROUSSEAU
Director
February 24, 2025
Karine Boissy-Rousseau
/s/ PATRICK FORD
Director
February 24, 2025
Patrick Ford
/s/ JAMES C. MILLER III
Director
February 24, 2025
James C. Miller III
/s/ KENNETH M. SOCHA
Director
February 24, 2025
Kenneth M. Socha
/s/ MATHIEU SOULAS
Director
February 24, 2025
Mathieu Soulas
/s/ VINCENT C. TAORMINA
Director
February 24, 2025
Vincent C. Taormina