Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 26, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | Clean Energy Fuels Corp. | |
Entity Central Index Key | 1,368,265 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding (in shares) | 151,085,558 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 45,312 | $ 36,119 |
Restricted cash | 1,463 | 6,996 |
Short-term investments | 151,521 | 73,718 |
Accounts receivable, net of allowance for doubtful accounts of $1,063 and $2,336 as of December 31, 2016 and September 30, 2017, respectively | 61,001 | 79,432 |
Other receivables | 16,253 | 21,934 |
Inventory | 44,624 | 29,544 |
Prepaid expenses and other current assets | 10,838 | 14,021 |
Total current assets | 331,012 | 261,764 |
Land, property and equipment, net | 363,773 | 483,923 |
Notes receivable and other long-term assets, net | 25,619 | 16,377 |
Investments in other entities | 2,542 | 3,475 |
Goodwill | 68,082 | 93,018 |
Intangible assets, net | 7,491 | 38,700 |
Total assets | 798,519 | 897,257 |
Current liabilities: | ||
Current portion of debt and capital lease obligations | 29,247 | 5,943 |
Accounts payable | 16,215 | 23,637 |
Accrued liabilities | 41,990 | 52,601 |
Deferred revenue | 6,487 | 7,041 |
Total current liabilities | 93,939 | 89,222 |
Long-term portion of debt and capital lease obligations | 185,597 | 241,433 |
Long-term debt, related party | 40,000 | 65,000 |
Other long-term liabilities | 13,416 | 7,915 |
Total liabilities | 332,952 | 403,570 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value. Authorized 1,000,000 shares; issued and outstanding no shares | 0 | 0 |
Common stock, $0.0001 par value. Authorized 224,000,000 shares; issued and outstanding 145,538,063 shares and 151,009,700 shares at December 31, 2016 and September 30, 2017, respectively | 15 | 15 |
Additional paid-in capital | 1,110,158 | 1,090,361 |
Accumulated deficit | (655,223) | (603,836) |
Accumulated other comprehensive loss | (12,392) | (17,675) |
Total Clean Energy Fuels Corp. stockholders’ equity | 442,558 | 468,865 |
Noncontrolling interest in subsidiary | 23,009 | 24,822 |
Total stockholders’ equity | 465,567 | 493,687 |
Total liabilities and stockholders’ equity | $ 798,519 | $ 897,257 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 2,336 | $ 1,063 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 224,000,000 | 224,000,000 |
Common stock, issued (in shares) | 151,009,700 | 145,538,063 |
Common stock, outstanding (in shares) | 151,009,700 | 145,538,063 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue: | ||||
Product revenue | $ 67,669 | $ 84,456 | $ 211,747 | $ 263,179 |
Service revenue | 14,123 | 12,561 | 40,552 | 37,645 |
Total revenue | 81,792 | 97,017 | 252,299 | 300,824 |
Cost of sales (exclusive of depreciation and amortization shown separately below): | ||||
Product cost of sales | 52,884 | 55,481 | 158,306 | 170,746 |
Service cost of sales | 7,283 | 6,377 | 20,066 | 19,095 |
Inventory valuation provision | 13,158 | 0 | 13,158 | 0 |
Selling, general and administrative | 24,798 | 25,888 | 71,875 | 76,744 |
Depreciation and amortization | 14,104 | 14,801 | 43,757 | 44,682 |
Asset impairments and other charges | 60,666 | 0 | 60,666 | 0 |
Total operating expenses | 172,893 | 102,547 | 367,828 | 311,267 |
Operating loss | (91,101) | (5,530) | (115,529) | (10,443) |
Interest expense | (4,270) | (6,406) | (13,466) | (23,843) |
Interest income | 465 | 123 | 1,156 | 579 |
Other income (expense), net | 4 | (109) | (28) | (6) |
Loss from equity method investments | (30) | (13) | (100) | (20) |
Gain (loss) from extinguishment of debt | 0 | (668) | 3,195 | 25,375 |
Gain from sale of certain assets of subsidiary | 0 | 0 | 69,886 | 0 |
Loss before income taxes | (94,932) | (12,603) | (54,886) | (8,358) |
Income tax benefit (expense) | 44 | (416) | 2,183 | (1,229) |
Net loss | (94,888) | (13,019) | (52,703) | (9,587) |
Loss attributable to noncontrolling interest | 747 | 391 | ||
Net loss attributable to Clean Energy Fuels Corp. | $ (94,141) | $ (12,628) | $ (50,890) | $ (8,270) |
Loss per share: | ||||
Basic (in dollars per share) | $ (0.62) | $ (0.10) | $ (0.34) | $ (0.07) |
Diluted (in dollars per share) | $ (0.62) | $ (0.10) | $ (0.34) | $ (0.07) |
Weighted-average common shares outstanding: | ||||
Basic (in shares) | 150,927,825 | 130,436,038 | 150,128,204 | 112,819,041 |
Diluted (in shares) | 150,927,825 | 130,436,038 | 150,128,204 | 112,819,041 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net loss | $ (94,888) | $ (13,019) | $ (52,703) | $ (9,587) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments, net of $0 tax in 2016 and 2017 | 252 | (449) | 289 | 2,185 |
Foreign currency adjustments on intra-entity long-term investments, net of $0 tax in 2016 and 2017 | 2,919 | (885) | 5,033 | 3,024 |
Unrealized gains (losses) on available-for-sale securities, net of $0 tax in 2016 and 2017 | 70 | (11) | (39) | 66 |
Total other comprehensive income (loss) | 3,241 | (1,345) | 5,283 | 5,275 |
Comprehensive loss | (91,647) | (14,364) | (47,420) | (4,312) |
Clean Energy Fuels Corp. | ||||
Net loss | (94,141) | (12,628) | (50,890) | (8,270) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustments, net of $0 tax in 2016 and 2017 | 252 | (449) | 289 | 2,185 |
Foreign currency adjustments on intra-entity long-term investments, net of $0 tax in 2016 and 2017 | 2,919 | (885) | 5,033 | 3,024 |
Unrealized gains (losses) on available-for-sale securities, net of $0 tax in 2016 and 2017 | 70 | (11) | (39) | 66 |
Total other comprehensive income (loss) | 3,241 | (1,345) | 5,283 | 5,275 |
Comprehensive loss | (90,900) | (13,973) | (45,607) | (2,995) |
Noncontrolling Interest | ||||
Net loss | (747) | (391) | (1,813) | (1,317) |
Other comprehensive income (loss), net of tax: | ||||
Comprehensive loss | $ (747) | $ (391) | $ (1,813) | $ (1,317) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Foreign currency translation adjustments, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Foreign currency adjustments on intra-entity long-term investments, tax | 0 | 0 | 0 | 0 |
Unrealized (losses) gains on available-for-sale securities, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (52,703) | $ (9,587) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 43,757 | 44,682 |
Provision for doubtful accounts, notes and inventory | 16,156 | 2,504 |
Stock-based compensation expense | 6,604 | 6,533 |
Amortization of debt issuance cost | 647 | 1,217 |
Gain on extinguishment of debt | (3,195) | (25,375) |
Gain from sale of certain assets of subsidiary | (69,886) | 0 |
Non-cash portion of asset impairments and other charges | 58,119 | 0 |
Changes in operating assets and liabilities: | ||
Accounts and other receivables | 23,936 | 31,134 |
Inventory | 494 | (1,043) |
Prepaid expenses and other assets | 794 | (178) |
Accounts payable | (9,426) | (940) |
Accrued expenses and other | (20,148) | (4,702) |
Net cash provided by (used in) operating activities | (4,851) | 44,245 |
Cash flows from investing activities: | ||
Purchases of short-term investments | (227,212) | (88,660) |
Maturities and sales of short-term investments | 149,044 | 113,852 |
Purchases and deposits on property and equipment | (27,529) | (16,663) |
Loans made to customers | (535) | (2,326) |
Payments on and proceeds from sales of loans receivable | 978 | 575 |
Restricted cash | 1,578 | (267) |
Cash received from sale of certain assets of subsidiary, net of cash transferred | 154,489 | 0 |
Investments in other entities | (1,929) | 0 |
Capital from equity method investment | 0 | 3,031 |
Nonrefundable customer deposit | 8,350 | 0 |
Net cash provided by investing activities | 57,234 | 9,542 |
Cash flows from financing activities: | ||
Issuances of common stock | 10,767 | 68,867 |
Fees paid for issuances of common stock | (638) | (1,340) |
Payment to holders of stock options in subsidiary | (8,605) | 0 |
Proceeds from debt instruments | 7,561 | 2,460 |
Proceeds from revolving line of credit | 308 | 50,008 |
Repayment of borrowing under revolving line of credit | (23,670) | (50,014) |
Repayment of capital lease obligations and debt instruments | (29,664) | (127,213) |
Net cash used in financing activities | (43,941) | (57,232) |
Effect of exchange rates on cash and cash equivalents | 751 | 1,276 |
Net increase in cash and cash equivalents | 9,193 | (2,169) |
Cash and cash equivalents, beginning of period | 36,119 | 43,724 |
Cash and cash equivalents, end of period | 45,312 | 41,555 |
Supplemental disclosure of cash flow information: | ||
Income taxes paid | 363 | 1,176 |
Interest paid, net of approximately $712 and $73 capitalized, respectively | $ 14,351 | $ 21,275 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Cash Flows [Abstract] | ||
Interest paid, capitalized | $ 73 | $ 712 |
General
General | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | General Nature of Business Clean Energy Fuels Corp., together with its majority and wholly owned subsidiaries (hereinafter collectively referred to as the "Company," unless the context or the use of the term indicates or requires otherwise) is engaged in the business of selling natural gas as an alternative fuel for vehicle fleets and related natural gas fueling solutions to its customers, primarily in the United States and Canada. The Company's principal business is supplying renewable natural gas ("RNG"), compressed natural gas (“CNG”) and liquefied natural gas (“LNG”) for light, medium and heavy-duty vehicles and providing operation and maintenance ("O&M") services for natural gas fueling stations. As a comprehensive solution provider, the Company also designs, builds, operates, and maintains fueling stations; manufactures, sells and services non-lubricated natural gas fueling compressors and other equipment used in CNG stations and LNG stations; offers assessment, design and modification solutions to provide operators with code-compliant service and maintenance facilities for natural gas vehicle fleets; transports and sells CNG and LNG to industrial and institutional energy users who do not have direct access to natural gas pipelines; procures and sells RNG; sells tradable credits it generates by selling natural gas and RNG as a vehicle fuel, including credits under the California and the Oregon Low Carbon Fuel Standards (collectively, "LCFS Credits") and Renewable Identification Numbers ("RIN Credits" or "RINs") under the federal Renewable Fuel Standard Phase 2; helps its customers acquire and finance natural gas vehicles; and obtains federal, state and local credits, grants and incentives. Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries, and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial position, results of operations, comprehensive loss and cash flows as of and for the three and nine months ended September 30, 2016 and 2017 . All intercompany accounts and transactions have been eliminated in consolidation. The three and nine month periods ended September 30, 2016 and 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017 or for any other interim period or for any future year. Certain information and disclosures normally included in the notes to the financial statements have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), but the resultant disclosures contained herein are in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) as they apply to interim reporting. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the year ended December 31, 2016 that are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 7, 2017. Reclassifications Certain prior period line items in the condensed consolidated statements of operations have been reclassified to conform to the classifications used to prepare the condensed consolidated financial statements for the period ended September 30, 2017 . These reclassifications had no material impact on the Company’s financial position, results of operations, or cash flows as previously reported. Use of Estimates The preparation of condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying unaudited condensed consolidated financial statements and these notes. Actual results could differ from those estimates and may result in material effects on the Company’s operating results and financial position. |
Asset Impairments, Other Charge
Asset Impairments, Other Charges, and Inventory Valuation Provision | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Asset Impairments, Other Charges, and Inventory Valuation Provision | Asset Impairments, Other Charges, and Inventory Valuation Provision In light of continuing low oil prices and the current state of natural gas vehicle adoption, during the three months ended September 30, 2017, the Company undertook an evaluation of its operations with the intent of minimizing and eliminating assets it believes are underperforming. As a result of this evaluation, the Company identified certain of its fueling stations where the current and projected natural gas volume and profitability levels are not expected to be sufficient to support the Company’s investment in the fueling station assets, and the Company decided to close these stations by the end of 2017. The Company also reduced its workforce and took other steps to reduce overhead costs in the three months ended September 30, 2017 as a result of this evaluation, in an effort to lower its operating expenses going forward. In addition, this evaluation resulted in a strategic shift in how the Company viewed its natural gas compressor business, Clean Energy Compression Corp. ("CECC").The Company determined to seek a strategic partner for CECC and to position CECC to benefit from consolidation in the natural gas compressor sector, in an effort to increase CECC’s scale and reach and improve the financial prospects of the Company’s investment in CECC. As a result of these decisions and the steps taken to implement them, the Company incurred, on a pre-tax basis, aggregate cash and non-cash charges of $60,666 related to asset impairments and other charges in addition to a $13,158 non-cash inventory valuation charge (see Note 9 for more information), during the three and nine months ended September 30, 2017 . The following table summarizes these charges: Three and Nine Months Ended Workforce reduction and related charges $ 3,057 CECC asset impairments 32,274 Station closures and related charges 25,335 Total asset impairments and other charges $ 60,666 Inventory valuation provision 13,158 Total charges $ 73,824 Workforce Reduction and Related Charges As a result of the workforce reduction, severance of $2,757 was incurred for terminated employees and $300 in stock-based compensation expense was incurred for the acceleration of certain stock options and awards. Impairments of Long-Lived Assets The Company reviews the carrying value of its long-lived assets, including 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 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. CECC: Asset Impairment Charges Due to the continued low global demand for compressors, and the decision to seek a strategic partner for CECC, the Company’s management determined that an impairment indicator was present for the long-lived assets of CECC. Recoverability was tested using future cash flow projections based on management’s long-term estimates of market conditions. Based on the results of this test, the sum of the undiscounted future cash flows was less than the carrying value of the CECC asset group. As a result, these long-lived assets were written down to their respective fair values, resulting in an impairment charge of $32,274 . Fair value was based on expected future cash flows using Level 3 inputs under the Financial Accounting Standards Board’s (“FASB”) Accounting Standard Codification (“ASC”) Topic 820. The cash flows are those expected to be generated by market participants, discounted at an appropriate rate for the risks inherent in those cash flow projections. If actual results, market and economic conditions, including interest rates, and other factors are not consistent with management’s estimates and assumptions used in these calculations, the Company may be exposed to additional impairment losses. The following table represents intangible assets of CECC as of December 31, 2016 and September 30, 2017 , respectively, as well as their useful lives, which continued to be appropriate and were not changed: December 31, September 30, Remaining Useful Life (Years) Technology $ 29,060 $ 3,151 13 Customer relationships 2,239 117 1 Trademark and trade names 1,842 201 3 Total $ 33,141 $ 3,469 Station Closures and Related Charges In the three months ended September 30, 2017, the Company decided to close 42 fueling stations by December 31, 2017 which are performing below management’s expectations based on volume and profitability levels. As a result, these station assets, which had an aggregate carrying value of $ 23,270 were written down to their respective fair values of $ 2,886 on an aggregate basis, resulting in charges of $ 20,384 . The fair values of these assets were determined using the cost approach. Due to these stations being closed before their initially intended date the Company's management assessed whether impairment indicators were present for the long-lived assets of the remaining stations. The Company determined there were no indicators of impairment present amongst the remaining stations and no further steps were required for evaluation. In addition, certain of these station closures triggered related other charges totaling $ 4,951 , which consists of write-offs for any deferred losses, lease termination fees, and an increase in asset retirement obligations ("AROs"). Inventory Valuation Provision 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 market. The Company writes down the carrying value of its inventory to net realizable value for estimated obsolescence or unmarketable inventory in an amount equal to the difference between the cost of inventory and its estimated realizable value based upon assumptions about future demand and market conditions, among other factors. As a result of the Company's valuation process to minimize and eliminate under-performing station assets, the Company determined that $27,198 of certain station parts which historically were classified as construction in progress within Land, property, and equipment, net in the condensed consolidated balance sheets, are now reported as Inventory as they will primarily be used for stations to be sold. Subsequently, the Company determined a lower of cost or market non-cash charge of $7,804 for these station parts. Additionally, in conjunction with its decision to seek a strategic partner for CECC, the Company incurred a lower of cost or market non-cash charge of $5,354 for the inventory of CECC. The aggregate amount of $ 13,158 is reported as Inventory valuation provision in the condensed consolidated statements of operations during the three and nine months ended September 30, 2017 . Cash Related Charges The following table summarizes the total charges that will be settled with cash payments and their related liability balances as of September 30, 2017: Charges Cash Payments Made in the Three Months Ended September 30, 2017 Balance as of September 30, 2017 Employee severance $ 2,757 $ (2,547 ) $ 210 Lease termination fees and AROs for station closures 3,861 — 3,861 $ 6,618 $ 4,071 Goodwill As a result of the asset impairments described above, the Company determined that sufficient indicators of potential impairment existed to require an interim goodwill test of its one reporting unit prior to the annual test performed in the fourth quarter of 2017. The goodwill test is performed by computing the fair value of the reporting unit and comparing it to the carrying value. Based on the results of this test, the Company has determined that it continues to be a single reporting unit and, based upon step one of the two-step goodwill test, has concluded it is more likely than not that the fair value of its reporting unit exceeds its carrying amount and thus no further quantitative analysis was warranted. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | Acquisitions and Divestitures On February 27, 2017, Clean Energy Renewable Fuels ("Renewables"), a subsidiary of the Company, entered into an asset purchase agreement (the “APA”) with BP Products North America, Inc. (“BP”), pursuant to which Renewables agreed to sell to BP certain assets relating to its RNG production business (the “Asset Sale”), consisting of Renewables’ two existing RNG production facilities, Renewables’ interest in the RNG Ventures (as defined in Note 11 ) and Renewables’ third-party RNG supply contracts (the “Assets”). The Asset Sale was completed on March 31, 2017 for a sale price of $ 155,511 , plus BP assumed the obligations under the Canton Bonds (as defined in Note 13 ), which totaled $8,820 as of March 31, 2017. On March 31, 2017 BP paid Renewables $30,000 in cash and delivered to Renewables a promissory note with a principal amount of $123,487 (the "BP Note") which was paid in full on April 3, 2017. In addition, as a result of the determination of certain post-closing adjustments, (i) BP paid Renewables an additional $2,010 on June 22, 2017, and (ii) the gain recorded from the Asset Sale was reduced by $762 . Pursuant to the APA, the valuation date of the Asset Sale was January 1, 2017, and as a result, the APA included certain adjustments to the purchase price to reflect a determination of the amount of cash accumulated by Renewables from the valuation date to the closing date, net of permitted cash outflows. Control of the Assets was not transferred until the Asset Sale was completed on March 31, 2017. Accordingly, the full operating results of Renewables are included in the condensed consolidated statement of operations through the three months ended March 31, 2017. In addition, under the APA, BP is required, following the closing of the Asset Sale, to pay Renewables up to an additional $25,000 in cash over a five -year period if certain performance criteria relating to the Assets are met. The Company incurred $3,695 in transaction fees in connection with the Asset Sale, and subsequent to March 31, 2017, the Company paid $8,605 in cash and issued 770,269 shares of the Company's common stock, collectively valued at $1,964 , to holders of options to purchase membership units in Renewables. The net proceeds from the Asset Sale, net of $ 1,007 cash transferred to BP, were $142,190 . Following completion of the Asset Sale, Renewables and the Company are continuing to procure RNG from BP under a long-term supply contract and from other RNG suppliers, and resell such RNG through the Company's natural gas fueling infrastructure as Redeem™, the Company's RNG vehicle fuel. The Company also collects royalties from BP on gas purchased from BP and sold as Redeem™ at the Company's stations, which royalty is in addition to any payment obligation of BP under the APA. The Asset Sale resulted in a total gain of $69,886 that was recorded in gain from sale of certain assets of subsidiary in the Company's condensed consolidated statement of operations for the nine months ended September 30, 2017 . Included in the determination of the total gain is goodwill of $26,576 that was allocated to the disposed assets based on the relative fair values of the assets disposed and the portion of the reporting unit that was retained. The Company determined that the Asset Sale did not meet the definition of a discontinued operation because the disposal did not represent a significant disposal nor was the disposal a strategic shift in the Company's strategy. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 9 Months Ended |
Sep. 30, 2017 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less on the date of acquisition to be cash equivalents. The Company places its cash and cash equivalents with high credit quality financial institutions. At times, such investments may be in excess of the Federal Deposit Insurance Corporation (“FDIC”), Canadian Deposit Insurance Corporation (“CDIC”) and other foreign insurance limits. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. The amounts in excess of FDIC, CDIC and other foreign insurance limits were approximately $34,439 and $43,200 at December 31, 2016 and September 30, 2017 , respectively. |
Restricted Cash
Restricted Cash | 9 Months Ended |
Sep. 30, 2017 | |
Restricted Cash and Investments, Current [Abstract] | |
Restricted Cash | Restricted Cash 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. Short-term restricted cash at December 31, 2016 and September 30, 2017 consisted of the following: December 31, September 30, Short-term restricted cash: Standby letters of credit $ 1,753 $ 1,463 Canton Bonds (see Note 13) 3,665 — Held in escrow 1,578 — Total short-term restricted cash $ 6,996 $ 1,463 |
Investments
Investments | 9 Months Ended |
Sep. 30, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Available-for-sale securities are carried at fair value, inclusive of unrealized gains and losses. Unrealized gains and losses are included in other comprehensive income (loss), net of applicable income taxes. Gains or losses on sales of available-for-sale securities are recognized on the specific identification basis. All of the Company's short-term investments are classified as available-for-sale securities. The Company reviews available-for-sale securities for other-than-temporary 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. This evaluation is based on a number of factors, including the length of time and the extent to which the fair value has been below its cost basis and adverse conditions related specifically to the security, including any changes to the credit rating of the security. As of September 30, 2017 , the Company believes its carrying values for its available-for-sale securities are properly recorded. Short-term investments as of December 31, 2016 consisted of the following: Amortized Cost Gross Unrealized Losses Estimated Fair Value Municipal bonds and notes $ 8,791 $ (4 ) $ 8,787 Corporate bonds 21,517 (7 ) 21,510 Certificate of deposits 43,421 — 43,421 Total short-term investments $ 73,729 $ (11 ) $ 73,718 Short-term investments as of September 30, 2017 consisted of the following: Amortized Cost Gross Unrealized Losses Estimated Fair Value Municipal bonds and notes $ 21,470 $ (73 ) $ 21,397 Zero coupon bonds 69,192 (59 ) 69,133 Corporate bonds 39,596 (13 ) 39,583 Certificate of deposits 21,408 — 21,408 Total short-term investments $ 151,666 $ (145 ) $ 151,521 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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. As of September 30, 2017 , the Company's financial instruments consisted of available-for-sale securities, liability-classified warrants, and debt instruments. The Company’s available-for-sale securities 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 liability-classified warrants are classified within Level 3 because the Company uses the Black-Scholes option pricing model to estimate the fair value based on inputs that are not observable in any market. The fair values of the Company's debt instruments approximated their carrying values as of December 31, 2016 and September 30, 2017 . See Note 13 for more information about the Company's debt instruments. There were no transfers of assets between Level 1, Level 2, or Level 3 of the fair value hierarchy as of December 31, 2016 and September 30, 2017 , respectively. 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, 2016 and September 30, 2017 , respectively: Description Balance at Level 1 Level 2 Level 3 Assets: Available-for-sale securities(1): Municipal bonds and notes $ 8,787 $ — $ 8,787 $ — Corporate bonds 21,510 — 21,510 — Certificate of deposits 43,421 — 43,421 — Liabilities: Warrants(2) 581 — — 581 Description Balance at Level 1 Level 2 Level 3 Assets: Available-for-sale securities(1): Municipal bonds and notes $ 21,397 $ — $ 21,397 $ — Zero coupon bonds 69,133 — 69,133 — Corporate bonds 39,583 — 39,583 — Certificate of deposits 21,408 — 21,408 — Liabilities: Warrants(2) 543 — — 543 (1) Included in short-term investments in the condensed consolidated balance sheets. See Note 6 for more information. (2) Included in accrued liabilities and other long-term liabilities in the condensed consolidated balance sheets. Non-Financial Assets During the three and nine months ended September 30, 2017 , long-lived assets held and used with a carrying value of $ 59,367 were written down to their fair value of $ 6,709 , resulting in charges of $ 52,658 . The fair value of these assets was determined using Level 3 inputs. See Note 2 for more information. No impairments were incurred during 2016. |
Other Receivables
Other Receivables | 9 Months Ended |
Sep. 30, 2017 | |
Receivables [Abstract] | |
Other Receivables | Other Receivables Other receivables as of December 31, 2016 and September 30, 2017 consisted of the following: December 31, September 30, Loans to customers to finance vehicle purchases $ 7,416 $ 6,896 Accrued customer billings 4,308 6,328 Fuel tax credits 6,358 — Other 3,852 3,029 Total other receivables $ 21,934 $ 16,253 |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory | 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 market. The Company writes down the carrying value of its inventory to net realizable value for estimated obsolescence or unmarketable inventory in an amount equal to the difference between the cost of inventory and its estimated realizable value based upon assumptions about future demand and market conditions, among other factors. Inventories as of December 31, 2016 and September 30, 2017 consisted of the following: December 31, September 30, Raw materials and spare parts (1) $ 24,843 $ 42,487 Work in process 845 806 Finished goods 3,856 1,331 Total inventories $ 29,544 $ 44,624 (1) As of September 30, 2017 , this amount also includes $19,394 for certain station parts which historically were classified as construction in progress within Land, property, and equipment, net, that are now reported in Inventory in the condensed consolidated balance sheets because they will primarily be used for stations to be sold. See Note 2 for more information. |
Land, Property and Equipment
Land, Property and Equipment | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Land, Property and Equipment | Land, Property and Equipment Land, property and equipment as of December 31, 2016 and September 30, 2017 consisted of the following: December 31, September 30, Land $ 2,858 $ 2,858 LNG liquefaction plants 94,634 94,633 RNG plants (1) 47,545 — Station equipment (2) 341,605 298,681 Trailers 54,985 59,312 Other equipment (2) 93,118 94,389 Construction in progress (2) (3) 117,662 79,366 752,407 629,239 Less: accumulated depreciation (268,484 ) (265,466 ) Total land, property and equipment, net $ 483,923 $ 363,773 (1) The RNG plants were sold in the Asset Sale (see Note 3 for more information). (2) Certain of these assets were written down during the three months ended September 30, 2017 (see Note 2 for more information). (3) As of September 30, 2017 , $19,394 of certain station parts which historically were classified as construction in progress within Land, property, and equipment, net, that are now reported in Inventory in the condensed consolidated balance sheets because they will primarily be used for stations to be sold. Included in land, property and equipment are capitalized software costs of $25,728 and $27,056 as of December 31, 2016 and September 30, 2017 , respectively. The accumulated amortization of the capitalized software costs is $17,237 and $20,371 as of December 31, 2016 and September 30, 2017 , respectively. The Company recorded amortization expense related to the capitalized software costs of $824 and $1,140 during the three months ended September 30, 2016 and 2017 , respectively, and $2,609 and $3,134 during the nine months ended September 30, 2016 and 2017 , respectively. As of September 30, 2016 and 2017 , $4,139 and $2,007 , respectively, are included in accounts payable and accrued liabilities balances, which amounts are related to purchases of property and equipment. These amounts are excluded from the condensed consolidated statements of cash flows as they are non-cash investing activities. |
Investments in Other Entities a
Investments in Other Entities and Noncontrolling Interest in a Subsidiary | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Investments in Other Entities and Noncontrolling Interest in a Subsidiary | Investments in Other Entities and Noncontrolling Interest in a Subsidiary RNG Ventures In November 2016, Renewables entered into agreements to form joint ventures with Aria Energy Operating LLC ("Aria"), a developer of RNG production facilities, to develop RNG production facilities at a Republic Services landfill in Oklahoma City, Oklahoma and an Advanced Disposal landfill near Atlanta, Georgia. These joint ventures are referred to as the "RNG Ventures." Renewables' interest in the RNG Ventures was transferred to BP upon completion of the Asset Sale (see Note 3 for more information); however, Renewables retained the right to purchase 100% of the RNG that will be produced by the production facilities to be developed by the RNG Ventures for the vehicle fuels market. The Company accounted for its interest in the RNG Ventures using the equity method of accounting as the Company had the ability to exercise significant influence over these operations. The Company had an investment balance of $833 and $0 in the RNG Ventures as of December 31, 2016 and September 30, 2017 , respectively. MCEP On September 16, 2014, the Company formed a joint venture with Mansfield Ventures LLC (“Mansfield”) called Mansfield Clean Energy Partners LLC (“MCEP”), which is designed to provide natural gas fueling solutions to bulk fuel haulers in the United States. The Company and Mansfield each have a 50% ownership interest in MCEP. The Company accounts for its interest in MCEP using the equity method of accounting, as the Company has the ability to exercise significant influence over MCEP’s operations. The Company recorded loss from this investment of $13 and $30 for the three months ended September 30, 2016 and 2017 , respectively, and $20 and $100 for the nine months ended September 30, 2016 and 2017 , respectively. Additionally, on June 28, 2016, the Company received a return of capital of $3,031 with no change in ownership interest. The Company has an investment balance of $ 1,642 and $1,542 at December 31, 2016 and September 30, 2017 , respectively. NG Advantage On October 14, 2014, the Company entered into a Common Unit Purchase Agreement (“UPA”) with NG Advantage, LLC (“NG Advantage”) for a 53.3% controlling interest in NG Advantage. NG Advantage is engaged in the business of transporting CNG in high-capacity trailers to industrial and institutional energy users, such as hospitals, food processors, manufacturers and paper mills that do not have direct access to natural gas pipelines. The Company viewed the acquisition as a strategic investment in the expansion of the Company’s initiative to deliver natural gas to industrial and institutional energy users. The results of NG Advantage’s operations have been included in the Company’s consolidated financial statements since October 14, 2014. On July 14, 2017, the Company contributed to NG Advantage all of its right, title and interest in and to a CNG station located in Milton, Vermont. The Company had purchased this CNG station from NG Advantage in October 2014 in connection with the UPA, and at that time, the Company entered into a lease agreement with NG Advantage to lease the station back to NG Advantage. This lease agreement was terminated contemporaneously with the contribution of the station to NG Advantage in July 2017. As consideration for the contribution, NG Advantage issued to the Company Series A Preferred Units with an aggregate value of $7,500 . The Series A Preferred Units provide for an accrued return in the event of a liquidation event with respect to NG Advantage and will convert into common units of NG Advantage if and when it completes a future equity financing that satisfies certain specified conditions, but the Series A Preferred Units do not, in themselves, increase the Company's controlling interest in NG Advantage. As a result, following the contribution, the Company's controlling interest in NG Advantage remains at 53.3% . The Company recorded a loss from the noncontrolling interest in NG Advantage of $391 and $747 for the three months ended September 30, 2016 and 2017 , respectively, and $1,317 and $1,813 for the nine months ended September 30, 2016 and 2017 , respectively. The noncontrolling interest was $24,822 and $23,009 as of December 31, 2016 and September 30, 2017 , respectively. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities as of December 31, 2016 and September 30, 2017 consisted of the following: December 31, September 30, Accrued alternative fuels incentives (1) $ 9,840 $ 2,270 Accrued employee benefits 4,317 3,999 Accrued interest 1,849 39 Accrued gas and equipment purchases 11,657 10,220 Accrued property and other taxes 4,572 4,164 Salaries and wages (2) 12,293 8,636 Other (3) 8,073 12,662 Total accrued liabilities $ 52,601 $ 41,990 (1) Includes the amount of RINs and LCFS Credits and, as of December 31, 2016, the amount of a federal alternative fuels tax credit ("VETC") payable to third parties. VETC expired as of December 31, 2016, and as a result, no VETC amounts were accrued as of September 30, 2017 (see Note 18 for more information about VETC). (2) The amount as of September 30, 2017 includes severance accruals related to a workforce reduction during the three months ended September 30, 2017 (see Note 2 for more information). (3) The amount as of September 30, 2017 also includes lease termination fees and AROs related to closure of certain fueling stations (see Note 2 for more information). |
Debt
Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt and capital lease obligations as of December 31, 2016 and September 30, 2017 consisted of the following and are further discussed below: December 31, 2016 Principal Balances Unamortized Debt Financing Costs Balance, Net of Financing Costs 7.5% Notes (1) $ 150,000 $ 274 $ 149,726 5.25% Notes 110,450 1,088 109,362 Plains Credit Facility 23,500 — 23,500 Canton Bonds 9,520 373 9,147 Capital lease obligations 6,028 — 6,028 NG Advantage debt 13,068 237 12,831 Other debt 1,782 — 1,782 Total debt and capital lease obligations 314,348 1,972 312,376 Less amounts due within one year (6,126 ) (183 ) (5,943 ) Total long-term debt and capital lease obligations $ 308,222 $ 1,789 $ 306,433 September 30, 2017 Principal Balances Unamortized Debt Financing Costs Balance Net of Financing Costs 7.5% Notes (1) $ 125,000 $ 155 $ 124,845 5.25% Notes 110,450 609 109,841 Capital lease obligations 868 — 868 NG Advantage debt 18,070 236 17,834 Other debt 1,456 — 1,456 Total debt and capital lease obligations 255,844 1,000 254,844 Less amounts due within one year (29,305 ) (58 ) (29,247 ) Total long-term debt and capital lease obligations $ 226,539 $ 942 $ 225,597 (1) Includes $65,000 and $ 40,000 in principal amount held by T. Boone Pickens ("Mr. Pickens"), as of December 31, 2016 and September 30, 2017 , respectively, which is classified as “Long-term debt, related party” on the condensed consolidated balance sheet. See the description below for more information. 7.5% Notes On July 11, 2011, the Company entered into a loan agreement (the “CHK Agreement”) with Chesapeake NG Ventures Corporation (“Chesapeake”), an indirect wholly owned subsidiary of Chesapeake Energy Corporation, whereby Chesapeake agreed to purchase from the Company up to $150,000 of debt securities pursuant to the issuance of three convertible promissory notes over a three -year period, each having a principal amount of $50,000 (each a “CHK Note” and collectively the “CHK Notes” and, together with the CHK Agreement and other transaction documents, the “CHK Loan Documents”). The first CHK Note was issued on July 11, 2011 and the second CHK Note was issued on July 10, 2012. On June 14, 2013 (the “Transfer Date”), Mr. Pickens and Green Energy Investment Holdings, LLC ("GEIH"), an affiliate of Leonard Green & Partners, L.P. (collectively, the “Buyers”), and Chesapeake entered into a note purchase agreement (“Note Purchase Agreement”) pursuant to which Chesapeake sold the outstanding CHK Notes (the “Sale”) to the Buyers. Chesapeake assigned to the Buyers all of its right, title and interest under the CHK Loan Documents (the “Assignment”), and each Buyer severally assumed all of the obligations of Chesapeake under the CHK Loan Documents arising after the Sale and the Assignment including, without limitation, the obligation to advance an additional $50,000 to the Company in June 2013 (the “Assumption”). The Company also entered into the Note Purchase Agreement for the purpose of consenting to the Sale, the Assignment and the Assumption. Contemporaneously with the execution of the Note Purchase Agreement, the Company entered into a loan agreement with each Buyer (collectively, the “Amended Agreements”). The Amended Agreements have the same terms as the CHK Agreement, other than changes to reflect the new holders of the CHK Notes. Immediately following execution of the Amended Agreements, the Buyers delivered $50,000 to the Company in satisfaction of the funding requirement they had assumed from Chesapeake (the “2013 Advance”). In addition, the Company canceled the existing CHK Notes and issued replacement notes, and the Company also issued notes to the Buyers in exchange for the 2013 Advance (the replacement notes and the notes issued in exchange for the 2013 Advance are referred to herein as the “ 7.5% Notes”). The 7.5% Notes have the same terms as the original CHK Notes, other than changes to reflect their different holders. They bear interest at the rate of 7.5% per annum and are convertible at the option of the holder into shares of the Company’s common stock at a conversion price of $15.80 per share (the “ 7.5% Notes Conversion Price”). Upon written notice to the Company, each holder of a 7.5% Note has the right to exchange all or any portion of the principal and accrued and unpaid interest under its 7.5% Notes for shares of the Company’s common stock at the 7.5% Notes Conversion Price. Additionally, subject to certain restrictions, the Company can force conversion of each 7.5% Note into shares of its common stock if, following the second anniversary of the issuance date of a 7.5% Note, such shares trade at a 40% premium to the 7.5% Notes Conversion Price for at least 20 trading days in any consecutive 30 trading day period. The entire principal balance of each 7.5% Note is due and payable seven years following its issuance and the Company may repay each 7.5% Note at maturity in shares of its common stock (with a value determined by the per share volume weighted-average price for the 20 trading days prior to the maturity date) or cash. All of the shares issuable upon conversion of the 7.5% Notes have been registered for resale by their holders pursuant to a registration statement that has been filed with and declared effective by the Securities and Exchange Commission. The Amended Agreements provide for customary events of default which, if any of them occurs, would permit or require the principal of, and accrued interest on, the 7.5% Notes to become, or to be declared, due and payable. No events of default under the 7.5% Notes had occurred as of September 30, 2017 . On August 27, 2013, GEIH transferred $5,000 in principal amount of its 7.5% Notes to certain third parties. On February 9, 2017, the Company purchased from Mr. Pickens, his 7.5% Note due July 2018 having an outstanding principal amount of $25,000 held by Mr. Pickens for a cash purchase price of $21,750 . The Company's repurchase of this 7.5% Note resulted in a total gain of $3,191 for the three and nine months ended September 30, 2017 . On February 21, 2017, GEIH transferred an additional $11,800 in principal amount of its 7.5% Notes to a third party. As a result of the foregoing transactions, as of September 30, 2017 , (i) Mr. Pickens held 7.5% Notes in the aggregate principal amount of $40,000 , (ii) GEIH held 7.5% Notes in the aggregate principal amount of $68,200 , and (iii) other third parties held 7.5% Notes in the aggregate principal amount of $16,800 . 5.25% Notes In September 2013, the Company completed a private offering of $250,000 in principal amount of 5.25% Convertible Senior Notes due 2018 (the “ 5.25% Notes”) and entered into an indenture governing the 5.25% Notes (the “Indenture”). The net proceeds from the sale of the 5.25% Notes after the payment of certain debt issuance costs of $7,805 were $242,195 . The Company has used the net proceeds from the sale of the 5.25% Notes to fund capital expenditures and for general corporate purposes. The 5.25% Notes bear interest at a rate of 5.25% per annum, payable semi-annually in arrears on October 1 and April 1 of each year, beginning on April 1, 2014. The 5.25% Notes will mature on October 1, 2018, unless purchased, redeemed or converted prior to such date in accordance with their terms and the terms of the Indenture. Holders may convert their 5.25% Notes, at their option, at any time prior to the close of business on the business day immediately preceding the maturity date of the 5.25% Notes. Upon conversion, the Company will deliver a number of shares of its common stock, per $1 principal amount of 5.25% Notes, equal to the conversion rate then in effect (together with a cash payment in lieu of any fractional shares). The initial conversion rate for the 5.25% Notes is 64.1026 shares of the Company’s common stock per $1 principal amount of 5.25% Notes (which is equivalent to an initial conversion price of approximately $15.60 per share of the Company’s common stock). The conversion rate is subject to adjustment upon the occurrence of certain specified events as described in the Indenture. Upon the occurrence of certain corporate events prior to the maturity date of the 5.25% Notes, the Company will, in certain circumstances, in addition to delivering the number of shares of the Company’s common stock deliverable upon conversion of the 5.25% Notes based on the conversion rate then in effect (together with a cash payment in lieu of any fractional shares), pay holders that convert their 5.25% Notes a cash make-whole payment in an amount as described in the Indenture. The Company may, at its option, irrevocably elect to settle its obligation to pay any such make-whole payment in shares of its common stock instead of in cash. The amount of any make-whole payment, whether it is settled in cash or in shares of the Company’s common stock upon the Company’s election, will be determined based on the date on which the corporate event occurs or becomes effective and the stock price paid (or deemed to be paid) per share of the Company’s common stock in the corporate event, as described in the Indenture. The Company may not redeem the 5.25% Notes prior to October 5, 2016. On or after October 5, 2016, the Company may, at its option, redeem for cash all or any portion of the 5.25% Notes if the closing sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which notice of redemption is provided, exceeds 160% of the conversion price on each applicable trading day. In the event of the Company’s redemption of the 5.25% Notes, the redemption price will equal 100% of the principal amount of the 5.25% Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for in the 5.25% Notes. If the Company undergoes a fundamental change (as defined in the Indenture) prior to the maturity date of the 5.25% Notes, subject to certain conditions as described in the Indenture, holders may require the Company to purchase, for cash, all or any portion of their 5.25% Notes at a repurchase price equal to 100% of the principal amount of the 5.25% Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change purchase date. The Indenture contains customary events of default with customary cure periods, including, without limitation, failure to make required payments or deliveries of shares of the Company’s common stock when due under the Indenture, failure to comply with certain covenants under the Indenture, failure to pay when due or acceleration of certain other indebtedness of the Company or certain of its subsidiaries, and certain events of bankruptcy and insolvency of the Company or certain of its subsidiaries. The occurrence of an event of default under the Indenture will allow either the trustee or the holders of at least 25% in principal amount of the then-outstanding 5.25% Notes to accelerate, or upon an event of default arising from certain events of bankruptcy or insolvency of the Company, will automatically cause the acceleration of, all amounts due under the 5.25% Notes. No events of default under the 5.25% Notes had occurred as of September 30, 2017 . The 5.25% Notes are senior unsecured obligations of the Company and rank senior in right of payment to the Company’s future indebtedness that is expressly subordinated in right of payment to the 5.25% Notes; equal in right of payment to the Company’s unsecured indebtedness that is not so subordinated; effectively junior to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness (including trade payables) of the Company’s subsidiaries. During the year ended December 31, 2016 , the Company paid an aggregate of $84,344 in cash to repurchase and retire $114,550 in aggregate principal amount of the 5.25% Notes, together with $1,546 in accrued and unpaid interest thereon. Additionally, pursuant to a privately negotiated exchange agreement with certain holders of the 5.25% Notes, on May 4, 2016, the Company issued 6,265,829 shares of its common stock in exchange for an aggregate principal amount of $25,000 of 5.25% Notes held by such holders and accrued and unpaid interest thereon. The value of the shares of the Company's common stock issued to the holders of the 5.25% Notes in the exchange has been excluded from the Company's condensed consolidated statements of cash flows as it is a non-cash financing activity. The Company's repurchase and exchange of 5.25% Notes for the year ended December 31, 2016 resulted in a total gain of $35,239 recorded during the period. All repurchased and exchanged 5.25% Notes have been surrendered to the trustee for such notes and canceled in full and the Company has no further obligations under such notes. Plains Credit Facility On February 29, 2016, the Company entered into a Loan and Security Agreement (the “Plains LSA”) with PlainsCapital Bank (“Plains”), pursuant to which Plains agreed to lend the Company up to $50,000 on a revolving basis from time to time for a term of one year (the “Credit Facility”). All amounts advanced under the Credit Facility were due and payable on February 28, 2017. Simultaneously, the Company drew $50,000 under this Credit Facility, which the Company repaid in full on August 31, 2016. On October 31, 2016, the Plains LSA was amended solely to extend the Credit Facility's maturity date from February 28, 2017 to September 30, 2018. On December 22, 2016, the Company drew $23,500 under the Credit Facility, which the Company repaid in full on March 31, 2017. As a result, the Company had no amounts outstanding under the Credit Facility as of September 30, 2017 . The Credit Facility is evidenced by a promissory note the Company issued on February 29, 2016 in favor of Plains (the “Plains Note”). Interest on the Plains Note is payable monthly and accrues at a rate equal to the greater of (i) the then-current LIBOR rate plus 2.30% or (ii) 2.70% . As collateral security for the prompt payment in full when due of the Company's obligations to Plains under the Plains LSA and the Plains Note, the Company pledged to and granted Plains a security interest in all of its right, title and interest in the cash and corporate and municipal bonds rated AAA, AA or A by Standard & Poor’s Rating Services that the Company holds in an account at Plains. In connection with such pledge and security interest granted under the Credit Facility, on February 29, 2016, the Company entered into a Pledged Account Agreement with Plains and PlainsCapital Bank - Wealth Management and Trust (the “Pledge Agreement” and collectively with the Plains LSA and the Plains Note, the “Plains Loan Documents”).The Plains Loan Documents include certain covenants of the Company and also provide for customary events of default, which, if any of them occurs, would permit or require, among other things, the principal of, and accrued interest on, the Credit Facility to become, or to be declared, due and payable. Events of default under the Plains Loan Documents include, among others, the occurrence of certain bankruptcy events, the failure to make payments when due under the Plains Note and the transfer or disposal of the collateral under the Plains LSA. No events of default under the Plains Loan Documents had occurred as of September 30, 2017 . Canton Bonds On March 19, 2014, Canton Renewables, LLC (“Canton”), a former subsidiary of the Company, completed the issuance of Solid Waste Facility Limited Obligation Revenue Bonds (Canton Renewables, LLC — Sauk Trail Hills Project) Series 2014 in the aggregate principal amount of $12,400 (the “Canton Bonds”). The Canton Bonds were issued by the Michigan Strategic Fund (the “Issuer”) and the proceeds of such issuance were loaned by the Issuer to Canton pursuant to a loan agreement that became effective on March 19, 2014. On March 31, 2017, Canton was sold to BP in the Asset Sale (see Note 3 ). As a result, the Canton Bonds became the obligation of BP as of such date. NG Advantage Debt On May 12, 2016 and January 24, 2017, respectively, NG Advantage entered into a Loan and Security Agreement (the “Commerce LSA”) with Commerce Bank & Trust Company (“Commerce”), pursuant to which Commerce agreed to lend NG Advantage $6,300 and $6,150 , respectively. The proceeds were primarily used to fund the purchases of CNG trailers and equipment. Interest and principal for both loans are payable monthly in 84 equal monthly installments at an annual rate of 4.41% and 5.0% , respectively. As collateral security for the prompt payment in full when due of NG Advantage's obligations to Commerce under the Commerce LSA, NG Advantage pledged to and granted Commerce a security interest in all of its right, title and interest in the CNG trailers and equipment purchased with the proceeds received under the Commerce LSA. On November 30, 2016, NG Advantage entered into a Loan and Security Agreement (the "Wintrust LSA") with Wintrust Commercial Finance (“Wintrust”), pursuant to which Wintrust agreed to lend NG Advantage $4,695 . The proceeds were primarily used to fund the purchases of CNG trailers and equipment. Interest and principal is payable monthly in 72 equal monthly installments at an annual rate of 5.17% . As collateral security for the prompt payment in full when due of NG Advantage's obligations to Wintrust under the Wintrust LSA, NG Advantage pledged to and granted Wintrust a security interest in all of its right, title and interest in the CNG trailers and equipment purchased with the proceeds received under the Wintrust LSA. NG Advantage has other debt for trailers and equipment due at various dates through 2021 bearing interest at rates up to 6.01% , with weighted -average interest rates of 5.51% and 5.56% , and outstanding principal balance of $2,598 and $3,222 as of December 31, 2016 and September 30, 2017 , respectively. Other Debt The Company has other debt due at various dates through 2023 bearing interest at rates up to 19.69% with weighted -average interest rates of 5.72% and 6.35% as of December 31, 2016 and September 30, 2017 , respectively. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 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. The information required to compute basic and diluted net loss per share is as follows: Three Months Ended Nine Months Ended 2016 2017 2016 2017 Weighted-average common shares outstanding 130,436,038 150,927,825 112,819,041 150,128,204 The following potentially dilutive securities have been excluded from the diluted net loss per share calculations because their effect would have been antidilutive. Although such securities were antidilutive for the respective periods, they could be dilutive in the future. Three Months Ended Nine Months Ended 2016 2017 2016 2017 Stock Options 11,582,091 9,648,613 11,582,091 9,648,613 Convertible Notes 21,006,491 14,991,521 21,006,491 14,991,521 Restricted Stock Units 2,432,930 2,403,266 2,432,930 2,403,266 Total 35,021,512 27,043,400 35,021,512 27,043,400 At-The-Market Offering Program On May 31, 2017, the Company terminated its equity distribution agreement (the “Sales Agreement”) with Citigroup Global Markets Inc. (“Citigroup”), as sales agent and/or principal. The Sales Agreement was terminable at will upon written notification by the Company with no penalty. Pursuant to the Sales Agreement, the Company was entitled to issue and sell, from time to time, through or to Citigroup, shares of its common stock having an aggregate offering price of up to $200,000 in an “at-the-market” offering program (the “ATM Program”). The ATM Program commenced on November 11, 2015 when the Company and Citigroup entered into the original equity distribution agreement, which was amended and restated on September 9, 2016 and again on December 21, 2016 prior to its termination. The following table summarizes the activity under the ATM Program for the periods presented: Three Months Ended September 30, Three Months Ended September 30, Nine Months Ended Nine Months Ended (in 000s, except per-share amounts) 2016 2017 2016 2017 Gross proceeds $ 16,066 $ — $ 69,113 $ 10,767 Fees and issuance costs 386 — 1,728 311 Net proceeds $ 15,680 $ — $ 67,385 $ 10,456 Shares issued 3,824,144 — 21,325,587 3,802,500 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 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 condensed consolidated statements of operations during the periods: Three Months Ended Nine Months Ended 2016 2017 2016 2017 Stock-based compensation expense, net of $0 tax in 2016 and 2017 (1) $ 2,077 $ 2,216 $ 6,533 $ 6,904 (1) $ 300 of stock-based compensation expense for the three and nine months ended September 30, 2017 is recorded in asset impairments and other charges in the condensed consolidated statements of operations and is reported in non-cash portion of asset impairments and other charges in the condensed consolidated statements of cash flows. See Note 2 for more information. At September 30, 2017 , there was $7,194 of total unrecognized compensation costs related to non-vested shares subject to outstanding stock options and restricted stock units, which is expected to be expensed over a weighted-average period of approximately 1.60 years. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s income tax benefit (expense) was $ (416) and $44 for the three months ended September 30, 2016 and 2017 , respectively, and $(1,229) and $2,183 for the nine months ended September 30, 2016 and 2017 , respectively. Tax benefit (expense) for all periods was comprised of taxes due on the Company’s U.S. and foreign operations. The increase in the Company’s income tax benefit for the three months ended September 30, 2017 as compared to the three months ended September 30, 2016 was primarily due to a decrease in the deferred tax expense attributed to the reduction of goodwill amortization following the Asset Sale (see Note 3 ). The increase in the Company's income tax benefit for the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016 was primarily due to a deferred tax benefit from the Asset Sale. The effective tax rates for the three and nine months ended September 30, 2016 and 2017 are different from the federal statutory tax rate primarily as a result of losses for which no tax benefit has been recognized. Following the Asset Sale, the Company also benefited from the utilization of federal and state net operating loss ("NOL") carryovers that offset all of the Company's federal and the majority of its state taxes. In addition to the decrease in its deferred tax liability of $2,493 attributed to the reduction in goodwill following the Asset Sale, the utilization of NOLs also resulted in a decrease of $29,768 in the Company's deferred tax assets attributed to NOLs and a corresponding decrease in the Company's deferred tax asset valuation allowance. The Company did not record a change in its liability for unrecognized tax benefits or penalties in the three and nine months ended September 30, 2016 or 2017 . The net interest incurred was immaterial for both the three and nine months ended September 30, 2016 and 2017 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 impact 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. |
Alternative Fuels Excise Tax Cr
Alternative Fuels Excise Tax Credit | 9 Months Ended |
Sep. 30, 2017 | |
Alternative Fuels Excise Tax Credit | |
Alternative Fuels Excise Tax Credit | Alternative Fuels Excise Tax Credit In December 2015, the U.S. Congress passed the Consolidated Appropriations Act, which included an alternative fuels tax credit referred to in these condensed consolidated financial statements as "VETC." The credit was made retroactive to January 1, 2015 and extended through December 31, 2016, except that the alternative fuels tax credit for LNG sold as a vehicle fuel in 2016 was based on the diesel gallon equivalent of LNG sold, rather than the liquid gallon of LNG sold as it was in 2015. As a result, the Company was eligible to receive a credit of $0.50 per gasoline gallon equivalent of CNG sold as a vehicle fuel in 2016 and $0.50 per diesel gallon equivalent of LNG sold as a vehicle fuel in 2016. Based on the service relationship with its customers, either the Company or its customers claimed the credit. The Company records its VETC credits, if any, as revenue in its condensed consolidated statements of operations because the credits are fully payable and do not need to offset income tax liabilities to be received. As such, the credits are not deemed income tax credits under the accounting guidance applicable to income taxes. VETC revenue for the three and nine months ended September 30, 2016 was $6,693 and $19,609 , respectively. VETC ceased to be available after it expired on December 31, 2016 and may not be available for any subsequent period. |
Recently Issued and Adopted Acc
Recently Issued and Adopted Accounting Standards | 9 Months Ended |
Sep. 30, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recently Issued Accounting Standards | Recently Issued and Adopted Accounting Standards In May 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-09, Compensation - Stock Compensation (Topic 718): Scope Modification Accounting . This ASU allows entities to make certain changes to awards without accounting for them as modifications. It does not change the accounting for modifications. Specifically, an entity will not apply modification accounting if all of the following are the same immediately before and after the change: (1) the award's fair value (or calculated value or intrinsic value if those measurement methods are used), (2) the award's vesting conditions, and (3) the award's classification as an equity or liability instrument. The new standard is effective for fiscal years beginning after December 15, 2017, which for the Company is the first quarter of 2018. The Company does not expect the adoption of the guidance to have a material impact on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-03, Accounting Changes and Error Corrections (Topic 250) and Investments - Equity Method and Joint Ventures (Topic 323): Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings . This ASU requires registrants to disclose the effect that ASU 2014-09 ( Revenue from Contracts with Customers (Topic 606 ), ASU 2016-02 ( Leases (Topic 842 ), and ASU 2016-13 ( Financial Instruments--Credit Losses ( Topic 326 ) will have on their financial statements when adopted in a future period. In cases where a registrant cannot reasonably estimate the impact of the adoption, additional qualitative disclosures should be considered to assist the reader in assessing the significance of the standard’s impact on its financial statements. This guidance was effective upon issuance and other than enhancements to the qualitative disclosures regarding the future adoption of the referenced ASUs above, adoption of this ASU is not expected to have any impact on the Company’s consolidated financial statements and related disclosures. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. Under the new standard, the selling (transferring) entity is required to recognize a current tax expense or benefit upon transfer of the asset. Similarly, the purchasing (receiving) entity is required to recognize a deferred tax asset or liability, as well as the related deferred tax benefit or expense, upon purchase or receipt of the asset. The Company early adopted the standard as of January 1, 2017. This election was implemented under the modified retrospective approach, resulting in a $302 increase in accumulated deficit representing the cumulative recognition of the income tax consequences of intra-entity transfers of assets other than inventory that occurred before the adoption date. In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payments Accounting . The new standard was issued to simplify the accounting for share-based payment transactions, including income tax consequences, the classification of awards as either equity or liabilities, and the classification on the statement of cash flows. The Company adopted the standard as of January 1, 2017 and in connection with the adoption, the Company elected to recognize forfeitures when they occur. Previously, the Company estimated a forfeiture rate in accordance with prior guidance. This election was implemented under the modified retrospective approach with a cumulative effect of an increase in accumulated deficit of $194 , net of tax. This adjustment represents the cumulative additional compensation expense that would have been amortized through the date of adoption had this accounting policy election been in place. This ASU also eliminates the requirement to defer recognition of an excess tax benefit until the benefit is realized through a reduction to taxes payable. As a result, the Company’s deferred tax asset relating to its net operating loss carryovers increased by $8,600 with a corresponding increase in the deferred tax asset valuation allowance. The Company also adopted, on a prospective basis, (1) the classification of excess tax benefits as an operating activity in the condensed consolidated statements of cash flows and (2) the exclusion of the amount of excess tax benefits when applying the treasury stock method for the Company’s diluted loss per share calculation. Neither of these adoptions had a material impact on the Company's cash flows or diluted loss per share calculation for the nine months ended September 30, 2017 . Additionally, the Company continues to (1) classify cash paid by the Company for directly withholding shares for tax withholding purposes as a financing activity in the condensed consolidated statements of cash flows and (2) withhold the statutory minimum taxes for participants in the Company’s stock-based compensation plans. In May 2014, the FASB issued ASU 2014-09 related to revenue from contracts with customers, which, along with amendments issued in 2015, 2016, and 2017 will provide a single, comprehensive revenue recognition model for all contracts with customers. The underlying principle is to recognize revenue when promised goods or services are transferred to customers in amounts that reflect the consideration that is expected to be received for those goods or services. The new standard also requires entities to enhance disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. This ASU, as amended, will be effective for annual reporting periods after December 15, 2017, which for the Company is the first quarter of 2018. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized in retained earnings as of the date of adoption ("modified retrospective basis"). The Company expects to adopt this ASU on a modified retrospective basis and is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures. While the Company has not yet identified any material changes in the timing of revenue recognition for our various revenues streams, our evaluation is ongoing and not complete. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On October 23, 2017, the Company paid $5,486 to settle an obligation to deliver LCFS Credits to a third party. The Company took this action because it did not at that time have access to LCFS Credits it generates due to restrictions imposed on the Company's LCFS Credit account pending completion of an ongoing administrative review by the California Air Resources Board ("CARB"). If CARB's administrative review results in the retirement of any of the Company's LCFS Credits, such that the Company cannot recover any portion of its cash payment through sales of such credits, then the Company may be required to recognize a charge equal to the value of the portion of its cash payment that cannot be recovered. |
General (Policies)
General (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries, and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial position, results of operations, comprehensive loss and cash flows as of and for the three and nine months ended September 30, 2016 and 2017 . All intercompany accounts and transactions have been eliminated in consolidation. The three and nine month periods ended September 30, 2016 and 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017 or for any other interim period or for any future year. Certain information and disclosures normally included in the notes to the financial statements have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), but the resultant disclosures contained herein are in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) as they apply to interim reporting. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the year ended December 31, 2016 that are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 7, 2017. |
Reclassifications | Reclassifications Certain prior period line items in the condensed consolidated statements of operations have been reclassified to conform to the classifications used to prepare the condensed consolidated financial statements for the period ended September 30, 2017 . |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying unaudited condensed consolidated financial statements and these notes. Actual results could differ from those estimates and may result in material effects on the Company’s operating results and financial position. |
Recently Issued Accounting Standards | Recently Issued and Adopted Accounting Standards In May 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-09, Compensation - Stock Compensation (Topic 718): Scope Modification Accounting . This ASU allows entities to make certain changes to awards without accounting for them as modifications. It does not change the accounting for modifications. Specifically, an entity will not apply modification accounting if all of the following are the same immediately before and after the change: (1) the award's fair value (or calculated value or intrinsic value if those measurement methods are used), (2) the award's vesting conditions, and (3) the award's classification as an equity or liability instrument. The new standard is effective for fiscal years beginning after December 15, 2017, which for the Company is the first quarter of 2018. The Company does not expect the adoption of the guidance to have a material impact on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-03, Accounting Changes and Error Corrections (Topic 250) and Investments - Equity Method and Joint Ventures (Topic 323): Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings . This ASU requires registrants to disclose the effect that ASU 2014-09 ( Revenue from Contracts with Customers (Topic 606 ), ASU 2016-02 ( Leases (Topic 842 ), and ASU 2016-13 ( Financial Instruments--Credit Losses ( Topic 326 ) will have on their financial statements when adopted in a future period. In cases where a registrant cannot reasonably estimate the impact of the adoption, additional qualitative disclosures should be considered to assist the reader in assessing the significance of the standard’s impact on its financial statements. This guidance was effective upon issuance and other than enhancements to the qualitative disclosures regarding the future adoption of the referenced ASUs above, adoption of this ASU is not expected to have any impact on the Company’s consolidated financial statements and related disclosures. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. Under the new standard, the selling (transferring) entity is required to recognize a current tax expense or benefit upon transfer of the asset. Similarly, the purchasing (receiving) entity is required to recognize a deferred tax asset or liability, as well as the related deferred tax benefit or expense, upon purchase or receipt of the asset. The Company early adopted the standard as of January 1, 2017. This election was implemented under the modified retrospective approach, resulting in a $302 increase in accumulated deficit representing the cumulative recognition of the income tax consequences of intra-entity transfers of assets other than inventory that occurred before the adoption date. In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payments Accounting . The new standard was issued to simplify the accounting for share-based payment transactions, including income tax consequences, the classification of awards as either equity or liabilities, and the classification on the statement of cash flows. The Company adopted the standard as of January 1, 2017 and in connection with the adoption, the Company elected to recognize forfeitures when they occur. Previously, the Company estimated a forfeiture rate in accordance with prior guidance. This election was implemented under the modified retrospective approach with a cumulative effect of an increase in accumulated deficit of $194 , net of tax. This adjustment represents the cumulative additional compensation expense that would have been amortized through the date of adoption had this accounting policy election been in place. This ASU also eliminates the requirement to defer recognition of an excess tax benefit until the benefit is realized through a reduction to taxes payable. As a result, the Company’s deferred tax asset relating to its net operating loss carryovers increased by $8,600 with a corresponding increase in the deferred tax asset valuation allowance. The Company also adopted, on a prospective basis, (1) the classification of excess tax benefits as an operating activity in the condensed consolidated statements of cash flows and (2) the exclusion of the amount of excess tax benefits when applying the treasury stock method for the Company’s diluted loss per share calculation. Neither of these adoptions had a material impact on the Company's cash flows or diluted loss per share calculation for the nine months ended September 30, 2017 . Additionally, the Company continues to (1) classify cash paid by the Company for directly withholding shares for tax withholding purposes as a financing activity in the condensed consolidated statements of cash flows and (2) withhold the statutory minimum taxes for participants in the Company’s stock-based compensation plans. In May 2014, the FASB issued ASU 2014-09 related to revenue from contracts with customers, which, along with amendments issued in 2015, 2016, and 2017 will provide a single, comprehensive revenue recognition model for all contracts with customers. The underlying principle is to recognize revenue when promised goods or services are transferred to customers in amounts that reflect the consideration that is expected to be received for those goods or services. The new standard also requires entities to enhance disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. This ASU, as amended, will be effective for annual reporting periods after December 15, 2017, which for the Company is the first quarter of 2018. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized in retained earnings as of the date of adoption ("modified retrospective basis"). The Company expects to adopt this ASU on a modified retrospective basis and is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures. While the Company has not yet identified any material changes in the timing of revenue recognition for our various revenues streams, our evaluation is ongoing and not complete. |
Asset Impairments, Other Char30
Asset Impairments, Other Charges, and Inventory Valuation Provision (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and impairment charges | The following table summarizes these charges: Three and Nine Months Ended Workforce reduction and related charges $ 3,057 CECC asset impairments 32,274 Station closures and related charges 25,335 Total asset impairments and other charges $ 60,666 Inventory valuation provision 13,158 Total charges $ 73,824 The following table summarizes the total charges that will be settled with cash payments and their related liability balances as of September 30, 2017: Charges Cash Payments Made in the Three Months Ended September 30, 2017 Balance as of September 30, 2017 Employee severance $ 2,757 $ (2,547 ) $ 210 Lease termination fees and AROs for station closures 3,861 — 3,861 $ 6,618 $ 4,071 |
Schedule of finite-lived intangible assets | The following table represents intangible assets of CECC as of December 31, 2016 and September 30, 2017 , respectively, as well as their useful lives, which continued to be appropriate and were not changed: December 31, September 30, Remaining Useful Life (Years) Technology $ 29,060 $ 3,151 13 Customer relationships 2,239 117 1 Trademark and trade names 1,842 201 3 Total $ 33,141 $ 3,469 |
Restricted Cash (Tables)
Restricted Cash (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Restricted Cash and Investments, Current [Abstract] | |
Schedule of components of restricted cash | Short-term restricted cash at December 31, 2016 and September 30, 2017 consisted of the following: December 31, September 30, Short-term restricted cash: Standby letters of credit $ 1,753 $ 1,463 Canton Bonds (see Note 13) 3,665 — Held in escrow 1,578 — Total short-term restricted cash $ 6,996 $ 1,463 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of short-term investments | Short-term investments as of December 31, 2016 consisted of the following: Amortized Cost Gross Unrealized Losses Estimated Fair Value Municipal bonds and notes $ 8,791 $ (4 ) $ 8,787 Corporate bonds 21,517 (7 ) 21,510 Certificate of deposits 43,421 — 43,421 Total short-term investments $ 73,729 $ (11 ) $ 73,718 Short-term investments as of September 30, 2017 consisted of the following: Amortized Cost Gross Unrealized Losses Estimated Fair Value Municipal bonds and notes $ 21,470 $ (73 ) $ 21,397 Zero coupon bonds 69,192 (59 ) 69,133 Corporate bonds 39,596 (13 ) 39,583 Certificate of deposits 21,408 — 21,408 Total short-term investments $ 151,666 $ (145 ) $ 151,521 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of information by level for assets and liabilities that are measured at fair value on a recurring basis | The following tables provide information by level for assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2016 and September 30, 2017 , respectively: Description Balance at Level 1 Level 2 Level 3 Assets: Available-for-sale securities(1): Municipal bonds and notes $ 8,787 $ — $ 8,787 $ — Corporate bonds 21,510 — 21,510 — Certificate of deposits 43,421 — 43,421 — Liabilities: Warrants(2) 581 — — 581 Description Balance at Level 1 Level 2 Level 3 Assets: Available-for-sale securities(1): Municipal bonds and notes $ 21,397 $ — $ 21,397 $ — Zero coupon bonds 69,133 — 69,133 — Corporate bonds 39,583 — 39,583 — Certificate of deposits 21,408 — 21,408 — Liabilities: Warrants(2) 543 — — 543 (1) Included in short-term investments in the condensed consolidated balance sheets. See Note 6 for more information. (2) Included in accrued liabilities and other long-term liabilities in the condensed consolidated balance sheets. |
Other Receivables (Tables)
Other Receivables (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Receivables [Abstract] | |
Schedule of other receivables | Other receivables as of December 31, 2016 and September 30, 2017 consisted of the following: December 31, September 30, Loans to customers to finance vehicle purchases $ 7,416 $ 6,896 Accrued customer billings 4,308 6,328 Fuel tax credits 6,358 — Other 3,852 3,029 Total other receivables $ 21,934 $ 16,253 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories as of December 31, 2016 and September 30, 2017 consisted of the following: December 31, September 30, Raw materials and spare parts (1) $ 24,843 $ 42,487 Work in process 845 806 Finished goods 3,856 1,331 Total inventories $ 29,544 $ 44,624 (1) As of September 30, 2017 , this amount also includes $19,394 for certain station parts which historically were classified as construction in progress within Land, property, and equipment, net, that are now reported in Inventory in the condensed consolidated balance sheets because they will primarily be used for stations to be sold. See Note 2 for more information. |
Land, Property and Equipment (T
Land, Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Summary of land, property and equipment | Land, property and equipment as of December 31, 2016 and September 30, 2017 consisted of the following: December 31, September 30, Land $ 2,858 $ 2,858 LNG liquefaction plants 94,634 94,633 RNG plants (1) 47,545 — Station equipment (2) 341,605 298,681 Trailers 54,985 59,312 Other equipment (2) 93,118 94,389 Construction in progress (2) (3) 117,662 79,366 752,407 629,239 Less: accumulated depreciation (268,484 ) (265,466 ) Total land, property and equipment, net $ 483,923 $ 363,773 (1) The RNG plants were sold in the Asset Sale (see Note 3 for more information). (2) Certain of these assets were written down during the three months ended September 30, 2017 (see Note 2 for more information). (3) As of September 30, 2017 , $19,394 of certain station parts which historically were classified as construction in progress within Land, property, and equipment, net, that are now reported in Inventory in the condensed consolidated balance sheets because they will primarily be used for stations to be sold. |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Accrued liabilities as of December 31, 2016 and September 30, 2017 consisted of the following: December 31, September 30, Accrued alternative fuels incentives (1) $ 9,840 $ 2,270 Accrued employee benefits 4,317 3,999 Accrued interest 1,849 39 Accrued gas and equipment purchases 11,657 10,220 Accrued property and other taxes 4,572 4,164 Salaries and wages (2) 12,293 8,636 Other (3) 8,073 12,662 Total accrued liabilities $ 52,601 $ 41,990 (1) Includes the amount of RINs and LCFS Credits and, as of December 31, 2016, the amount of a federal alternative fuels tax credit ("VETC") payable to third parties. VETC expired as of December 31, 2016, and as a result, no VETC amounts were accrued as of September 30, 2017 (see Note 18 for more information about VETC). (2) The amount as of September 30, 2017 includes severance accruals related to a workforce reduction during the three months ended September 30, 2017 (see Note 2 for more information). (3) The amount as of September 30, 2017 also includes lease termination fees and AROs related to closure of certain fueling stations (see Note 2 for more information). |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of debt and capital lease obligations | Debt and capital lease obligations as of December 31, 2016 and September 30, 2017 consisted of the following and are further discussed below: December 31, 2016 Principal Balances Unamortized Debt Financing Costs Balance, Net of Financing Costs 7.5% Notes (1) $ 150,000 $ 274 $ 149,726 5.25% Notes 110,450 1,088 109,362 Plains Credit Facility 23,500 — 23,500 Canton Bonds 9,520 373 9,147 Capital lease obligations 6,028 — 6,028 NG Advantage debt 13,068 237 12,831 Other debt 1,782 — 1,782 Total debt and capital lease obligations 314,348 1,972 312,376 Less amounts due within one year (6,126 ) (183 ) (5,943 ) Total long-term debt and capital lease obligations $ 308,222 $ 1,789 $ 306,433 September 30, 2017 Principal Balances Unamortized Debt Financing Costs Balance Net of Financing Costs 7.5% Notes (1) $ 125,000 $ 155 $ 124,845 5.25% Notes 110,450 609 109,841 Capital lease obligations 868 — 868 NG Advantage debt 18,070 236 17,834 Other debt 1,456 — 1,456 Total debt and capital lease obligations 255,844 1,000 254,844 Less amounts due within one year (29,305 ) (58 ) (29,247 ) Total long-term debt and capital lease obligations $ 226,539 $ 942 $ 225,597 (1) Includes $65,000 and $ 40,000 in principal amount held by T. Boone Pickens ("Mr. Pickens"), as of December 31, 2016 and September 30, 2017 , respectively, which is classified as “Long-term debt, related party” on the condensed consolidated balance sheet. See the description below for more information. |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of information required to compute basic and diluted net loss per share | The information required to compute basic and diluted net loss per share is as follows: Three Months Ended Nine Months Ended 2016 2017 2016 2017 Weighted-average common shares outstanding 130,436,038 150,927,825 112,819,041 150,128,204 |
Schedule of potentially dilutive securities that have been excluded from the diluted net loss per share calculations because their effect would have been antidilutive | The following potentially dilutive securities have been excluded from the diluted net loss per share calculations because their effect would have been antidilutive. Although such securities were antidilutive for the respective periods, they could be dilutive in the future. Three Months Ended Nine Months Ended 2016 2017 2016 2017 Stock Options 11,582,091 9,648,613 11,582,091 9,648,613 Convertible Notes 21,006,491 14,991,521 21,006,491 14,991,521 Restricted Stock Units 2,432,930 2,403,266 2,432,930 2,403,266 Total 35,021,512 27,043,400 35,021,512 27,043,400 |
Schedule of at-the-market offering program activity | The following table summarizes the activity under the ATM Program for the periods presented: Three Months Ended September 30, Three Months Ended September 30, Nine Months Ended Nine Months Ended (in 000s, except per-share amounts) 2016 2017 2016 2017 Gross proceeds $ 16,066 $ — $ 69,113 $ 10,767 Fees and issuance costs 386 — 1,728 311 Net proceeds $ 15,680 $ — $ 67,385 $ 10,456 Shares issued 3,824,144 — 21,325,587 3,802,500 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of compensation expense and related income tax benefit related to the stock-based compensation expense recognized | The following table summarizes the compensation expense and related income tax benefit related to the Company's stock-based compensation arrangements recognized in the condensed consolidated statements of operations during the periods: Three Months Ended Nine Months Ended 2016 2017 2016 2017 Stock-based compensation expense, net of $0 tax in 2016 and 2017 (1) $ 2,077 $ 2,216 $ 6,533 $ 6,904 (1) $ 300 of stock-based compensation expense for the three and nine months ended September 30, 2017 is recorded in asset impairments and other charges in the condensed consolidated statements of operations and is reported in non-cash portion of asset impairments and other charges in the condensed consolidated statements of cash flows. See Note 2 for more information. |
Asset Impairments, Other Char41
Asset Impairments, Other Charges, and Inventory Valuation Provision (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017USD ($)station | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)station | Sep. 30, 2016USD ($) | Sep. 29, 2017USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||
Asset impairments and other charges | $ 60,666 | $ 0 | $ 60,666 | $ 0 | |
Inventory valuation provision | 13,158 | $ 0 | 13,158 | $ 0 | |
Severance costs | 3,057 | 3,057 | |||
Discontinued Operations, Held-for-sale or Disposed of by Sale | Station Closures | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Inventory held-for-sale | 27,198 | 27,198 | |||
Fair Value, Measurements, Nonrecurring | Level 3 | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Asset impairments and other charges | 52,658 | ||||
Impaired long-lived assets | 6,709 | 6,709 | $ 59,367 | ||
Employee Severance | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Severance costs | 2,757 | ||||
Share-based compensation expense | 300 | ||||
Facility Closing | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Inventory valuation provision | 7,804 | ||||
Impairment of intangible assets | 32,274 | ||||
Other restructuring charges | $ 4,951 | ||||
Strategic shift in operations | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Inventory valuation provision | $ 5,354 | ||||
Natural Gas Fueling Stations | Facility Closing | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Number of expected natural gas fueling station closures | station | 42 | 42 | |||
Natural Gas Fueling Stations | Facility Closing | Fair Value, Measurements, Nonrecurring | Level 3 | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Asset impairments and other charges | $ 20,384 | $ 52,658 | |||
Impaired long-lived assets | $ 2,886 | $ 2,886 | $ 23,270 |
Asset Impairments, Other Char42
Asset Impairments, Other Charges, and Inventory Valuation Provision - Summary of Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Restructuring and Related Activities [Abstract] | ||||
Workforce reduction and related charges | $ 3,057 | $ 3,057 | ||
CECC asset impairments | 32,274 | 32,274 | ||
Station closures and related charges | 25,335 | 25,335 | ||
Total asset impairments and other charges | 60,666 | $ 0 | 60,666 | $ 0 |
Inventory valuation provision | 13,158 | $ 0 | 13,158 | $ 0 |
Total charges | $ 73,824 | $ 73,824 |
Asset Impairments, Other Char43
Asset Impairments, Other Charges, and Inventory Valuation Provision - Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 3,469 | $ 33,141 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 3,151 | 29,060 |
Remaining Useful Life | 13 years | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 117 | 2,239 |
Remaining Useful Life | 1 year | |
Trademark and trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 201 | $ 1,842 |
Remaining Useful Life | 3 years |
Asset Impairments, Other Char44
Asset Impairments, Other Charges, and Inventory Valuation Provision - Cash Related Charges (Details) $ in Thousands | 3 Months Ended |
Sep. 30, 2017USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Charges | $ 6,618 |
Restructuring Reserve | 4,071 |
Employee severance | |
Restructuring Cost and Reserve [Line Items] | |
Charges | 2,757 |
Cash Payments Made in the Three Months Ended September 30, 2017 | (2,547) |
Restructuring Reserve | 210 |
Lease termination fees and AROs for station closures | |
Restructuring Cost and Reserve [Line Items] | |
Charges | 3,861 |
Cash Payments Made in the Three Months Ended September 30, 2017 | 0 |
Restructuring Reserve | $ 3,861 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Details) | Jun. 22, 2017USD ($) | Mar. 31, 2017USD ($) | Feb. 27, 2017USD ($)facility | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)shares | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) |
Acquisition and Divestitures | |||||||||
Gain from sale of certain assets of subsidiary | $ 0 | $ 0 | $ 69,886,000 | $ 0 | |||||
Goodwill | 68,082,000 | $ 68,082,000 | 68,082,000 | $ 93,018,000 | |||||
BP Products North America, Inc. | |||||||||
Acquisition and Divestitures | |||||||||
Production facilities to be developed | facility | 2 | ||||||||
Asset purchase agreement, amount | $ 155,511,000 | ||||||||
Extinguishment of debt, amount | 8,820,000 | ||||||||
Asset purchase agreement, cash paid | 30,000,000 | 1,007,000 | |||||||
Asset purchase agreement, debt instrument, face amount | 123,487,000 | ||||||||
Asset purchase agreement, post-closing adjustments, payment | $ 2,010,000 | ||||||||
Gain from sale of certain assets of subsidiary | $ 762,000 | 69,886,000 | |||||||
Asset purchase agreement, contingent consideration (up to) | $ 25,000,000 | ||||||||
Asset purchase agreement, contingent consideration, term | 5 years | ||||||||
Asset purchase agreement, payment of transaction costs | $ 3,695,000 | $ 8,605,000 | |||||||
Asset Purchase agreement, shares issued (in shares) | shares | 770,269 | ||||||||
Asset purchase agreement, shares issued, value | $ 1,964,000 | ||||||||
Proceeds from sale of other assets | 142,190,000 | ||||||||
Goodwill | $ 26,576,000 | $ 26,576,000 | $ 26,576,000 |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Cash and Cash Equivalents [Abstract] | ||
Cash in excess of insurance limits | $ 43,200 | $ 34,439 |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Restricted Cash | ||
Short-term restricted cash | $ 1,463 | $ 6,996 |
Canton Bonds | ||
Restricted Cash | ||
Short-term restricted cash | 0 | 3,665 |
Held in Escrow | ||
Restricted Cash | ||
Short-term restricted cash | 0 | 1,578 |
Standby letters of credit | ||
Restricted Cash | ||
Short-term restricted cash | $ 1,463 | $ 1,753 |
Investments (Details)
Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Short-term investments | ||
Amortized Cost | $ 151,666 | $ 73,729 |
Gross Unrealized Losses | (145) | (11) |
Estimated Fair Value | 151,521 | 73,718 |
Municipal bonds and notes | ||
Short-term investments | ||
Amortized Cost | 21,470 | 8,791 |
Gross Unrealized Losses | (73) | (4) |
Estimated Fair Value | 21,397 | 8,787 |
Zero coupon bonds | ||
Short-term investments | ||
Amortized Cost | 69,192 | |
Gross Unrealized Losses | (59) | |
Estimated Fair Value | 69,133 | |
Corporate bonds | ||
Short-term investments | ||
Amortized Cost | 39,596 | 21,517 |
Gross Unrealized Losses | (13) | (7) |
Estimated Fair Value | 39,583 | 21,510 |
Certificate of deposits | ||
Short-term investments | ||
Amortized Cost | 21,408 | 43,421 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | $ 21,408 | $ 43,421 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities (Details) - Fair value measured on recurring basis - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Municipal bonds and notes | ||
Assets: | ||
Available-for-sale securities | $ 21,397 | $ 8,787 |
Zero coupon bonds | ||
Assets: | ||
Available-for-sale securities | 69,133 | |
Corporate bonds | ||
Assets: | ||
Available-for-sale securities | 39,583 | 21,510 |
Certificate of deposits | ||
Assets: | ||
Available-for-sale securities | 21,408 | 43,421 |
Warrants | ||
Liabilities: | ||
Warrants | 543 | 581 |
Level 2 | Municipal bonds and notes | ||
Assets: | ||
Available-for-sale securities | 21,397 | 8,787 |
Level 2 | Zero coupon bonds | ||
Assets: | ||
Available-for-sale securities | 69,133 | |
Level 2 | Corporate bonds | ||
Assets: | ||
Available-for-sale securities | 39,583 | 21,510 |
Level 2 | Certificate of deposits | ||
Assets: | ||
Available-for-sale securities | 21,408 | 43,421 |
Level 3 | Warrants | ||
Liabilities: | ||
Warrants | $ 543 | $ 581 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 29, 2017 | |
Fair Value Measurements | |||||
Asset impairment charge | $ 60,666 | $ 0 | $ 60,666 | $ 0 | |
Fair Value, Measurements, Nonrecurring | Level 3 | |||||
Fair Value Measurements | |||||
Impaired long-lived assets | 6,709 | 6,709 | $ 59,367 | ||
Asset impairment charge | 52,658 | ||||
Natural Gas Fueling Stations | Facility Closing | Fair Value, Measurements, Nonrecurring | Level 3 | |||||
Fair Value Measurements | |||||
Impaired long-lived assets | 2,886 | 2,886 | $ 23,270 | ||
Asset impairment charge | $ 20,384 | $ 52,658 |
Other Receivables (Details)
Other Receivables (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Other Receivables | ||
Other receivables | $ 16,253 | $ 21,934 |
Loans to customers to finance vehicle purchases | ||
Other Receivables | ||
Other receivables | 6,896 | 7,416 |
Accrued customer billings | ||
Other Receivables | ||
Other receivables | 6,328 | 4,308 |
Fuel tax credits | ||
Other Receivables | ||
Other receivables | 0 | 6,358 |
Other | ||
Other Receivables | ||
Other receivables | $ 3,029 | $ 3,852 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |||||
Inventory valuation provision | $ 13,158 | $ 0 | $ 13,158 | $ 0 | |
Raw materials and spare parts | 42,487 | 42,487 | $ 24,843 | ||
Work in process | 806 | 806 | 845 | ||
Finished goods | 1,331 | 1,331 | 3,856 | ||
Total inventories | 44,624 | 44,624 | $ 29,544 | ||
Station Closures | Discontinued Operations, Held-for-sale or Disposed of by Sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Inventory, net held-for-sale | $ 19,394 | $ 19,394 |
Land, Property and Equipment (D
Land, Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Land, Property and Equipment | |||||
Land, property and equipment, gross | $ 629,239 | $ 629,239 | $ 752,407 | ||
Less: accumulated depreciation | (265,466) | (265,466) | (268,484) | ||
Total land, property and equipment, net | 363,773 | 363,773 | 483,923 | ||
Capitalized software costs | 27,056 | 27,056 | 25,728 | ||
Accumulated amortization on the capitalized software costs | 20,371 | 20,371 | 17,237 | ||
Amortization expense related to the capitalized software costs | 1,140 | $ 824 | 3,134 | $ 2,609 | |
Property and equipment purchases included in accounts payable and accrued liabilities | 2,007 | 2,007 | 4,139 | ||
Station Closures | Discontinued Operations, Held-for-sale or Disposed of by Sale | |||||
Land, Property and Equipment | |||||
Inventory, net held-for-sale | 19,394 | 19,394 | |||
Land | |||||
Land, Property and Equipment | |||||
Land, property and equipment, gross | 2,858 | 2,858 | 2,858 | ||
LNG liquefaction plants | |||||
Land, Property and Equipment | |||||
Land, property and equipment, gross | 94,633 | 94,633 | 94,634 | ||
RNG plants | |||||
Land, Property and Equipment | |||||
Land, property and equipment, gross | 0 | 0 | 47,545 | ||
Station equipment | |||||
Land, Property and Equipment | |||||
Land, property and equipment, gross | 298,681 | 298,681 | 341,605 | ||
Trailers | |||||
Land, Property and Equipment | |||||
Land, property and equipment, gross | 59,312 | 59,312 | 54,985 | ||
Other equipment | |||||
Land, Property and Equipment | |||||
Land, property and equipment, gross | 94,389 | 94,389 | 93,118 | ||
Construction in progress | |||||
Land, Property and Equipment | |||||
Land, property and equipment, gross | $ 79,366 | $ 79,366 | $ 117,662 |
Investments in Other Entities54
Investments in Other Entities and Noncontrolling Interest in a Subsidiary (Details) - USD ($) $ in Thousands | Jul. 14, 2017 | Jun. 28, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Oct. 14, 2014 | Sep. 16, 2014 |
Acquisition and Divestitures | |||||||||
Loss from equity method investments | $ 30 | $ 13 | $ 100 | $ 20 | |||||
Capital from equity method investment | 0 | 3,031 | |||||||
Loss from noncontrolling interest | 747 | 391 | |||||||
NG Advantage | |||||||||
Acquisition and Divestitures | |||||||||
Loss from noncontrolling interest | 747 | 391 | 1,813 | 1,317 | |||||
Noncontrolling interest, fair value | $ 23,009 | $ 23,009 | $ 24,822 | ||||||
NG Advantage | Preferred units | |||||||||
Acquisition and Divestitures | |||||||||
Stock issued during period, value, acquisitions | $ 7,500 | ||||||||
NG Advantage | Common unit purchase agreement | |||||||||
Acquisition and Divestitures | |||||||||
Ownership interest acquired | 53.30% | ||||||||
RNG Ventures | |||||||||
Acquisition and Divestitures | |||||||||
Ownership interest | 100.00% | 100.00% | |||||||
Investment balance | $ 0 | $ 0 | 833 | ||||||
Mansfield | |||||||||
Acquisition and Divestitures | |||||||||
Ownership interest | 50.00% | ||||||||
Investment balance | 1,542 | 1,542 | $ 1,642 | ||||||
Loss from equity method investments | $ 30 | $ 13 | $ 100 | $ 20 | |||||
Capital from equity method investment | $ 3,031 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accrued alternative fuels incentives | $ 2,270 | $ 9,840 |
Accrued employee benefits | 3,999 | 4,317 |
Accrued interest | 39 | 1,849 |
Accrued gas and equipment purchases | 10,220 | 11,657 |
Accrued property and other taxes | 4,164 | 4,572 |
Salaries and wages | 8,636 | 12,293 |
Other | 12,662 | 8,073 |
Total accrued liabilities | $ 41,990 | $ 52,601 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Feb. 29, 2016 | Sep. 30, 2013 | Jul. 11, 2011 |
Long-term debt | |||||
Principal Balances | $ 255,844 | $ 314,348 | |||
Unamortized Debt Financing Costs | 1,000 | 1,972 | |||
Balance, Net of Financing Costs | 254,844 | 312,376 | |||
Principal Balances, amounts due within one year | (29,305) | (6,126) | |||
Unamortized Debt Financing Costs, amounts due within one year | (58) | (183) | |||
Balance, Net of Financing Costs, amounts due within one year | (29,247) | (5,943) | |||
Principal Balances, long-term | 226,539 | 308,222 | |||
Unamortized Debt Financing Costs, long-term | 942 | 1,789 | |||
Balance, Net of Financing Costs, long-term | 225,597 | 306,433 | |||
Related party notes | 40,000 | 65,000 | |||
7.5% Notes | |||||
Long-term debt | |||||
Principal Balances | 125,000 | 150,000 | |||
Unamortized Debt Financing Costs | 155 | 274 | |||
Balance, Net of Financing Costs | $ 124,845 | 149,726 | |||
Interest rate | 7.50% | 7.50% | |||
5.25% Notes | |||||
Long-term debt | |||||
Principal Balances | $ 110,450 | 110,450 | |||
Unamortized Debt Financing Costs | 609 | 1,088 | |||
Balance, Net of Financing Costs | $ 109,841 | 109,362 | |||
Interest rate | 5.25% | 5.25% | |||
Plains Credit Facility | |||||
Long-term debt | |||||
Principal Balances | 23,500 | ||||
Unamortized Debt Financing Costs | 0 | ||||
Balance, Net of Financing Costs | 23,500 | ||||
Interest rate | 2.70% | ||||
Canton Bonds | |||||
Long-term debt | |||||
Principal Balances | 9,520 | ||||
Unamortized Debt Financing Costs | 373 | ||||
Balance, Net of Financing Costs | 9,147 | ||||
Capital lease obligations | |||||
Long-term debt | |||||
Principal Balances | $ 868 | 6,028 | |||
Unamortized Debt Financing Costs | 0 | 0 | |||
Balance, Net of Financing Costs | 868 | 6,028 | |||
NG Advantage debt | |||||
Long-term debt | |||||
Principal Balances | 18,070 | 13,068 | |||
Unamortized Debt Financing Costs | 236 | 237 | |||
Balance, Net of Financing Costs | 17,834 | 12,831 | |||
Other debt | |||||
Long-term debt | |||||
Principal Balances | 1,456 | 1,782 | |||
Unamortized Debt Financing Costs | 0 | 0 | |||
Balance, Net of Financing Costs | $ 1,456 | $ 1,782 |
Debt - 7.5% Notes (Details)
Debt - 7.5% Notes (Details) - 7.5% Notes | Feb. 09, 2017USD ($) | Jun. 14, 2013USD ($)day$ / shares | Jul. 11, 2011USD ($)note | Sep. 30, 2017USD ($) | Sep. 30, 2017USD ($) | Feb. 27, 2017USD ($) | Aug. 27, 2013USD ($) |
Long-term debt | |||||||
Interest rate | 7.50% | 7.50% | 7.50% | ||||
Financing commitment received (up to) | $ 150,000,000 | ||||||
Number of debt instruments | note | 3 | ||||||
Financing commitment, issuance period | 3 years | ||||||
Principal amount of each debt instrument to be issued | $ 50,000,000 | ||||||
Buyers | |||||||
Long-term debt | |||||||
Additional amount of advances under the obligation assumed | $ 50,000,000 | ||||||
Amount of advance funded | $ 50,000,000 | ||||||
Conversion price of shares (in dollars per share) | $ / shares | $ 15.80 | ||||||
Percentage of the trade price of common stock that the conversion price must be at premium for the Company to force conversion | 40.00% | ||||||
Number of days within 30 consecutive trading days in which the trade price of the entity's common stock must be at premium of the conversion price for the Company to force conversion (at least) | day | 20 | ||||||
Number of consecutive trading days used to determine the conversion obligation on the notes for the Company to force conversion | 30 days | ||||||
Period during which the debt instrument principal balance is required to be paid following its issuance | 7 years | ||||||
Green Energy Investment Holdings, LLC | |||||||
Long-term debt | |||||||
Principal amount transferred | $ 11,800,000 | $ 5,000,000 | |||||
Aggregate principal amount | 16,800,000 | ||||||
Green Energy Investment Holdings, LLC | Boone Pickens | |||||||
Long-term debt | |||||||
Debt instrument, repurchase amount during period | $ 25,000,000 | ||||||
Payments for repurchase and retirement of debt instrument | $ 21,750,000 | ||||||
Gain (loss) on repurchase of debt instrument | $ 3,191,000 | $ 3,191,000 | |||||
Aggregate principal amount | 40,000,000 | ||||||
Green Energy Investment Holdings, LLC | Other Third Parties | |||||||
Long-term debt | |||||||
Aggregate principal amount | $ 68,200,000 |
Debt - 5.25% Notes (Details)
Debt - 5.25% Notes (Details) - 5.25% Notes | May 04, 2016USD ($)shares | Sep. 30, 2013USD ($)day$ / shares | Dec. 31, 2016USD ($) | Sep. 30, 2017USD ($) |
Long-term debt | ||||
Interest rate | 5.25% | 5.25% | ||
Debt issuance amount | $ 250,000,000 | |||
Payment of certain debt issuance costs | 7,805,000 | |||
Amount of advance funded | $ 242,195,000 | |||
Conversion rate of debt instrument (shares per USD) | 0.0641026 | |||
Conversion price of shares (in dollars per share) | $ / shares | $ 15.60 | |||
Number of days within 30 consecutive trading days in which the trade price of the entity's common stock must be at premium of the conversion price for the Company to force conversion (at least) | day | 20 | |||
Number of consecutive trading days used to determine the conversion obligation on the notes for the Company to force conversion | 30 days | |||
Percentage of the trade price of common stock that the conversion price must be at premium for the Company to force conversion | 160.00% | |||
Redemption price as percentage of principal amount of notes to be redeemed | 100.00% | |||
Amount of sinking fund | $ 0 | |||
Percentage of principal amount at which notes may be required to be repurchased in event of fundamental change by the entity | 100.00% | |||
Payments for repurchase and retirement of debt instrument | $ 84,344,000 | |||
Debt instrument, repurchase amount during period | 114,550,000 | |||
Stock issued during period (in shares) | shares | 6,265,829 | |||
Amount of debt converted | $ 25,000,000 | |||
Gain (loss) on repurchase of debt instrument | 35,239,000 | |||
Purchaser | ||||
Long-term debt | ||||
Repayment of accrued interest | $ 1,546,000 | |||
Minimum | ||||
Long-term debt | ||||
Percentage of principal amount of notes outstanding allowing holders to accelerate all amounts due under notes in event of default under the Indenture (at least) | 25.00% |
Debt - Plains Credit Facility (
Debt - Plains Credit Facility (Details) - Plains Credit Facility - USD ($) | Feb. 29, 2016 | Dec. 22, 2016 |
Long-term debt | ||
Line of credit limit | $ 50,000,000 | |
Period during which the debt instrument principal balance is required to be paid following its issuance | 1 year | |
Long-term Line of Credit | $ 23,500,000 | |
Interest rate | 2.70% | |
LIBOR | ||
Long-term debt | ||
Percentage of margin added to reference rate to determine interest rate on debt | 2.30% |
Debt - Other Debt (Details)
Debt - Other Debt (Details) | Sep. 30, 2017USD ($) | Jan. 24, 2017USD ($)installment | Dec. 31, 2016USD ($) | Nov. 30, 2016USD ($)installment | May 12, 2016USD ($)installment | Mar. 19, 2014USD ($) |
Long-term debt | ||||||
Debt and capital lease obligations | $ 254,844,000 | $ 312,376,000 | ||||
Canton Bonds | ||||||
Long-term debt | ||||||
Debt and capital lease obligations | $ 9,147,000 | |||||
LSA | 4.41% Term Loan | Commerce | ||||||
Long-term debt | ||||||
Debt issuance amount | $ 6,300,000 | |||||
Number of monthly installments | installment | 84 | |||||
Interest rate | 4.41% | |||||
LSA | 5.0% Term Loan | Commerce | ||||||
Long-term debt | ||||||
Debt issuance amount | $ 6,150,000 | |||||
Number of monthly installments | installment | 84 | |||||
Interest rate | 5.00% | |||||
LSA | 5.17% Term Loan | Wintrust | ||||||
Long-term debt | ||||||
Debt issuance amount | $ 4,695,000 | |||||
Number of monthly installments | installment | 72 | |||||
Interest rate | 5.17% | |||||
Trailer And Equipment Debt | ||||||
Long-term debt | ||||||
Weighted average interest rate | 5.56% | 5.51% | ||||
Debt and capital lease obligations | $ 3,222,000 | $ 2,598,000 | ||||
Trailer And Equipment Debt | Maximum | ||||||
Long-term debt | ||||||
Interest rate | 6.01% | |||||
Other Debt | ||||||
Long-term debt | ||||||
Weighted average interest rate | 6.35% | 5.72% | ||||
Debt and capital lease obligations | $ 1,456,000 | $ 1,782,000 | ||||
Other Debt | Maximum | ||||||
Long-term debt | ||||||
Interest rate | 19.69% | |||||
Canton Renewables | Canton Bonds | ||||||
Long-term debt | ||||||
Debt issuance amount | $ 12,400,000 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 21, 2016 | |
Earnings Per Share [Abstract] | |||||
Weighted-average common shares outstanding (in shares) | 150,927,825 | 130,436,038 | 150,128,204 | 112,819,041 | |
Securities Financing Transaction [Line Items] | |||||
Fees and issuance costs | $ 638,000 | $ 1,340,000 | |||
Citigroup Global Markets Inc. | Equity Distribution Agreement | |||||
Securities Financing Transaction [Line Items] | |||||
Equity financing agreement, amount authorized (up to) | $ 200,000,000 | ||||
Gross proceeds | $ 0 | $ 16,066,000 | 10,767,000 | 69,113,000 | |
Fees and issuance costs | 0 | 386,000 | 311,000 | 1,728,000 | |
Net proceeds | $ 0 | $ 15,680,000 | $ 10,456,000 | $ 67,385,000 | |
Shares issued (in shares) | 0 | 3,824,144 | 3,802,500 | 21,325,587 |
Net Loss Per Share - Anti-dilut
Net Loss Per Share - Anti-dilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net Loss Per Share | ||||
Anti-dilutive securities (in shares) | 27,043,400 | 35,021,512 | 27,043,400 | 35,021,512 |
Stock Options | ||||
Net Loss Per Share | ||||
Anti-dilutive securities (in shares) | 9,648,613 | 11,582,091 | 9,648,613 | 11,582,091 |
Convertible Notes | ||||
Net Loss Per Share | ||||
Anti-dilutive securities (in shares) | 14,991,521 | 21,006,491 | 14,991,521 | 21,006,491 |
Restricted Stock Units | ||||
Net Loss Per Share | ||||
Anti-dilutive securities (in shares) | 2,403,266 | 2,432,930 | 2,403,266 | 2,432,930 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||||
Stock-based compensation expense, net of $0 tax in 2016 and 2017 | $ 2,216,000 | $ 2,077,000 | $ 6,904,000 | $ 6,533,000 |
Stock-based compensation expense, tax | 0 | $ 0 | 0 | $ 0 |
Unrecognized compensation cost | 7,194,000 | $ 7,194,000 | ||
Unrecognized compensation cost, weighted-average period | 1 year 7 months 6 days | |||
Employee severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Stock-based compensation expense, net of $0 tax in 2016 and 2017 | $ 300,000 | $ 300,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit (expense) | $ 44 | $ (416) | $ 2,183 | $ (1,229) |
Decrease in deferred tax liability, reduction in goodwill | 2,493 | |||
Decrease in deferred tax assets, operating loss carryforwards | 29,768 | |||
Decrease in deferred tax asset valuation allowance | $ 29,768 |
Alternative Fuels Excise Tax 65
Alternative Fuels Excise Tax Credit (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016$ / gallon | |
Alternative Fuels Excise Tax Credit | |||
Federal fuel tax credit - CNG (in dollars per gasoline gallon equivalent) | 0.50 | ||
Federal fuel tax credit - LNG (in dollars per liquid gallon) | 0.50 | ||
VETC credits recognized as revenue | $ | $ 6,693 | $ 19,609 |
Recently Issued and Adopted A66
Recently Issued and Adopted Accounting Standards (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Jan. 01, 2017 |
Accounting Standards Update 2016-09 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating loss carryforwards | $ 8,600 | |
Deferred tax assets, valuation allowance | $ 8,600 | |
Retained Earnings | Accounting Standards Update 2016-09 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Cumulative effect of new accounting principle in period of adoption | $ 194 | |
New Accounting Pronouncement, Early Adoption, Effect | Retained Earnings | Accounting Standards Update 2016-16 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Cumulative effect of new accounting principle in period of adoption | $ 302 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | Oct. 23, 2017USD ($) |
Subsequent Event | |
Subsequent Event [Line Items] | |
Asset purchase agreement, cash paid | $ 5,486 |